AGREEMENT


          FOR THE PROVISION OF CORPORATE VOICE COMMUNICATION SERVICES



                           (Dated September 4, 1997)


                                    between

                         EQUANT NETWORK SERVICES, INC.

                                      and

                         WORLDPORT COMMUNICATIONS, INC.




















                                          Contract Ref: GVS/US/CUSTOMER/09/97/00


NOTE:

**   This  material  has  been  omitted  pursuant  to a request for confidential
treatment and the omitted material has been filed separately with the Securities
and Exchange Commission.
<PAGE>

This  Agreement  is made on as of the 4th  day of  September,  1997  ("Effective
Date") between:

BETWEEN:

EQUANT Network Services,  Inc., a company incorporated in the State of Delaware,
whose  principal  office is  located  at 3100  Cumberland  Circle,  Suite  1200,
Atlanta, Georgia 30339 ("EQUANT"); and 

Worldport Communications,  Inc., a company incorporated in the State of Delaware
whose  principal  office is located at 7300 Woolworth  Avenue,  Omaha,  Nebraska
68124 ("Customer").


RECITALS:
(A)       Customer  desires  to  obtain  the  Service  from  EQUANT  in order to
          facilitate voice communications between the Locations.  

(B)       EQUANT  has  agreed  to  provide  and  Customer  has agreed to use the
          Service  pursuant  to  the  terms  and  conditions  set  out  in  this
          Agreement.


IT IS AGREED as follows:

1.        Definitions

          In this Agreement:

          "Acceptance  Tests"  means  the tests to be  carried  out by EQUANT in
          order for the Service to be commissioned, as specified in Schedule 3;

          "Associated Company" means in relation to a party, the holding company
          of such  party  or any  majority  owned  subsidiary  of such  party or
          holding company;

          "Charges"  means the charges to be paid by Customer for the Service as
          specified in Schedule 2;

          "CPE" means any equipment,  including cables and connectors,  sited at
          the Locations and supplied by EQUANT to Customer under this Agreement;

          "Customer  Facilities"  means all such  equipment  and  communications
          lines  (other  than  Tail  Circuits,  CPE and  Software  which  EQUANT
          supplies to Customer hereunder)  including without limitation Customer
          owned or licensed  Switch  equipment  and  software,  magnetic  media,
          programs  and  other  facilities,  including  personnel,  required  by
          Customer for its use of the Service;

          "Date of  Acceptance"  means in respect of each  Location the date the
          Acceptance Tests are successfully completed;

          "Dollars" or "$" means United States Dollars;




                                     PAGE 1

<PAGE>

          "End User" means any of Customer's  subscribers  obtaining the Service
          under this  Agreement;  an End user may not be an airline or other air
          transport-related  company,  ** of ** or **  services,  ** provider or
          competitor of EQUANT or its Associated Companies,  unless agreed to in
          writing by EQUANT; 
          
          "Initial Term" means **

          "Locations" means the locations to which the Service is to be provided
          as listed in Schedule 1 and any other locations  subsequently added to
          this Agreement;

          "Network" means the EQUANT's network used to provide the Service;  the
          Network  excludes Tail  Circuits,  Customer  owned or licensed  Switch
          equipment and software, power supplies,  public data networks and CPE;

          "Order Form" means EQUANT's  standard order form as modified from time
          to time;  

          "Performance Levels" means the performance levels to which the Service
          is to conform, as set out in Schedule 4;

          "Service" means the corporate voice  communications  service described
          in Schedule 1;

          "Software"  means the software  programs and each and every  component
          thereof,  as amended from time to time,  including  all  developments,
          versions  or  releases   thereof  whether  existing  now  or  becoming
          available in the future, and all related  documentation,  which may be
          supplied by EQUANT or Sub-Contractors in connection with the provision
          of the Service, whether integral to CPE or otherwise;

          "Sub-Contractor"  means  an  Associated  Company  of  EQUANT,  Societe
          Internationale de Telecommunications  Aeronautiques or any other third
          party whose  identity  has been  notified to  Customer,  who may under
          contract to EQUANT,  perform or provide part of the Service under this
          Agreement;

          "Support Services" means the services specified in Clause 6;

          "Switch" means Customer's  network services  exchange which is used to
          access voice services and which forms part of the Customer Facilities;

          "Tail  Circuit" means a  telecommunications  circuit or other means of
          access  leased  from a TO and used to  connect  the  Locations  to the
          nearest Network node or such other node as Customer may agree.

          "TO" means a governmental or non-governmental entity authorised to own
          or   lease   and   operate   telecommunications   circuits   or  other
          telecommunications  capacity and to lease said circuits or capacity to
          providers such as EQUANT;

2.   Scope  and  Purpose  of  Agreement  

2.1  This  Agreement  sets out the terms and conditions  on which  EQUANT  shall
     provide the Service and the Support Services to Customer and Customer's End
     Users.

2.2  Under  this  Agreement,  Customer  shall be entitled to (1) use the Service
     for its own  internal  business  purposes  and in doing so may  connect its
     Associated  Companies;  and (2) resell the Service as an  integral  part of
     Customer's  Service,  to End Users,  subject to  Clauses  2.4 and 2.5.  The


                                     PAGE 2
<PAGE>

     parties may decide to jointly  market the Service  and  Customer's  Service
     from time to time and will  confirm any  conditions  relating  thereto in a
     supplement to this Agreement.

2.3  Customer  shall  not  be  entitled  to  market,   distribute  or  sell  the
     Service to any third party other than  Associated  Companies and End Users,
     nor in any event  resell or permit  an  Associated  Company  or End User to
     resell the Service or provide the Service for resale to the general public,
     or to such classes of users as to be  effectively  available to the general
     public,  that in any  way  jeopardizes  EQUANT's  status  as a  non-public,
     non-common  carrier,  private network  provider or in any way, which in the
     exclusive   opinion  of  EQUANT,   contravenes  the  letter  or  intent  of
     regulations in force governing  telecommunications in any country. Customer
     shall not use the Service to allow "international  simple resale" of leased
     circuits to or from any country. Any of the foregoing prohibited activities
     or resale shall constitute a material breach of this Agreement.

2.4  In marketing,  distributing,  and  selling  the  Service pursuant to Clause
     2.3,  Customer  shall be solely  responsible  for all  risks  and  expenses
     incurred and shall act in all respects on its own account.  Customer  shall
     pay for all Service  ordered by Customer  irrespective of any payment terms
     it may agree with any End User.

2.5  This  Agreement  may  be  extended to include the telehousing of Switch and
     other  Customer  owned  equipment  by EQUANT in EQUANT  Associated  Company
     premises.  Any  such  additional  services  will  be  subject  to  separate
     conditions and charges as set out in a supplement to this Agreement.

2.6  If EQUANT,  in  its  reasonable  discretion,  determines that its provision
     of Service to Customer will in any way jeopardize:  (1) EQUANT's ability or
     authority to provide Service; or (2) its status as a non-public, non-common
     carrier,  or private  network  provider,  then EQUANT  retains the right to
     refuse, suspend, or discontinue the provision of Service to Customer in any
     Location by providing to Customer  prior written  notice as is  appropriate
     under the  circumstances.  In the  event of such  refusal,  suspension,  or
     discontinuation of Service, the parties shall consult with each other in an
     attempt to find an  alternative  solution,  if any,  that  would  allow the
     provision of Service in accordance with this Clause 2.6.

3.   Term and Termination

3.1  This  Agreement  becomes  effective from the Effective Date and,  except as
     provided  under Clause 3.2,  will continue in full force and effect for the
     Initial Term.  Thereafter,  this  Agreement  shall  continue for successive
     terms of ** unless a party  gives  written  notice of  termination  of this
     Agreement to the other party at least 60 days before the end of the Initial
     Term or any renewal  thereof.  In the event that this Agreement is extended
     after the Initial Term by operation of this Clause,  the  Committed  Volume
     for ** set forth in Schedule  2, Clause 6.3 shall  continue to apply to any
     renewal term.

3.2  Either  party  may  terminate  this  Agreement  by  written  notice  to the
     other party with immediate effect if:


                                     PAGE 3
<PAGE>

    3.2.1 the other party commits any material  breach  of this  Agreement,  and
          does  not  remedy  the  breach (if it is capable of remedy)  within 14
          days of written notice of the breach being given by the non-defaulting
          party;

    3.2.2 an  order  is  made  or  an  effective  resolution  is  passed for the
          dissolution  or  discontinuation  or  termination  of the other  party
          except for the purposes of a consolidation , merger or restructuring ;

    3.2.3 an  encumbrancer  takes  possession  or  a  receiver is appointed over
          the whole or any part of the undertaking or assets of the other party;
 
    3.2.4 the other party becomes insolvent or makes any special arrangements or
          any special  assignment  for the benefit of its  creditors,  or is the
          subject of a voluntary or  involuntary  filing under the insolvency or
          bankruptcy laws of any jurisdiction.

3.3  Each  party's  further  rights  and obligations  under this Agreement shall
     cease  immediately on termination of this Agreement,  but termination shall
     not affect: (a) a party's rights and obligations accrued as at termination;
     and  (b)  any  provision  of  this  Agreement   expressed  to  survive  its
     termination.

3.4  Following  a  notice  of  termination  by Customer  pursuant to Clause 3.2,
     EQUANT  shall  continue to provide the Service and the Support  Services to
     Customer  for a  reasonable  migration  period  subject  to  payment of the
     Charges by Customer in accordance  with this  Agreement and under the terms
     and conditions of this Agreement, save that nothing in this provision shall
     obligate  EQUANT to (a) provide  Service to  Customer  for resale to an End
     User if  Customer is not  contractually  bound to provide the Service to an
     End User  prior to  Customer's  receipt  of  notice of  EQUANT's  intent to
     terminate, or (b) provide Service to Customer for resale to an End User for
     a  period  longer  than  the  term of any  contract  for the  provision  of
     Customer's  Service  with  an End  User.  This  Agreement  shall  terminate
     immediately  upon cessation of the Service to all Locations  following such
     migration period.

3.5  On  termination  of  this  Agreement  for  whatever  reason each party will
     immediately  return to the other any and all property of whatever  kind and
     nature provided under this Agreement and belonging to the other.

4.   Provision of Service - EQUANT's Obligations

4.1  EQUANT shall provide the Service to Customer at  the  Locations  commencing
     from each Date of Acceptance.

4.2  The  Service  shall  conform  to the service  description in Schedule 1 and
     shall comply with the Performance Levels.

4.3  EQUANT  reserves  the right to make  operational  changes  to the  Service,
     provided that such changes shall not adversely  affect the Service provided
     to Customer nor cause Customer to incur increased charges.

4.4  EQUANT  shall  ensure at all times  that its  provision  of the  Service to
     Customer is in  accordance  with all  applicable  telecommunications,  data
     protection and other laws.

4.5  EQUANT  shall  have no  obligations  with  respect  to the use,  operation,
     performance  or  repair  of  the  Customer  Facilities  including,  without
     limitation, Switches.


                                     PAGE 4
<PAGE>

5.   Use of the Service - Customer's Obligations

5.1  Customer shall pay the Charges from each Date of  Acceptance  in accordance
     with Clause 11.

5.2  Customer  shall  accept  the  Service  at  the  Locations  on  the  Date of
     Acceptance.

5.3  Subject to Clause 4.4,  Customer shall  ensure at all times that its use of
     the Service (and the use of the Service by its End Users) is in  accordance
     with all applicable  telecommunications,  data protection and other laws in
     any country where the Service has been provided by EQUANT.

5.4  Customer  shall  not  directly  connect  to  the  Network  nor  permit  its
     Associated  Companies  or End Users to directly  connect to the Network any
     equipment  not type  approved  by  EQUANT.  EQUANT  reserves  the  right to
     immediately  disconnect  (or require the  disconnection  of) any  equipment
     connected in breach of this provision.

5.5  Customer  shall  not  directly  connect  to  the  Network  nor  permit  its
     Associated  Companies or End Users to directly connect to the Network,  the
     network of any other network  supplier unless EQUANT has given Customer its
     prior written  approval.  Any breach of this provision  shall be a material
     breach of this Agreement.

5.6  Customer  shall ensure that any of its End Users and  Associated  Companies
     connected to the Network shall comply at all times with the  obligations of
     Customer under this Agreement.

5.7  Customer  shall  be  at  all  times  responsible  for   the  operation  and
     performance   of  Switch   equipment,   including  the   provisioning   and
     installation of any extra capacity or other modifications  required for the
     implementation  of the  Service.  Customer  shall also be  responsible  for
     ensuring the support or presence, during implementation  activities, of the
     appropriate technical personnel from its Switch supplier.  EQUANT shall not
     be responsible  for the correction  of, or  performance  issues  associated
     with,  faults traced back to the Switch,  but EQUANT shall provide Customer
     with all  available  information  concerning  such faults,  and  reasonable
     assistance in support of Customer's efforts to obtain correction.

5.8  Customer shall be responsible  for obtaining and  maintaining  the Customer
     Facilities to a level necessary for EQUANT to provide the Service.

6.   Support Services

6.1  EQUANT  shall  provide  for  the benefit of Customer  help desk  facilities
     ("Help  Desk") in order  that  Customer  may  obtain  technical  advice and
     guidance on the  operation  and use of the Service and for the reporting of
     Service  faults.  The  location  of the  Help  Desk  shall  be  subject  to
     reasonable change at any time. The Help Desk will be available at all times
     to answer all service related queries from Customer's designated personnel.
     The Help Desk will respond only to  Customer's  designated  personnel;  all
     contact  with the Help Desk shall be with  Customer.  EQUANT  shall use its
     reasonable  efforts to respond to  Customer  promptly on any query which is
     Service related.

6.2  EQUANT shall provide the  escalation  procedures specified in Schedule 4 to
     facilitate the prompt and orderly resolution of any faults in the Service.

6.3  EQUANT shall provide Tail Circuit management services for all Tail Circuits
     which shall comprise:


                                     PAGE 5
<PAGE>

    6.3.1 the  ordering  and  management  of  the  connection  of Tail Circuits,
          modems and other  communications  equipment  from the  relevant TOs or
          other third party vendors as applicable; in the event EQUANT is unable
          to order Tail Circuits due to regulatory  impediment,  Customer agrees
          to order them itself, in its own name;

    6.3.2 the  testing  and  acceptance  of  Tail  Circuits,  modems  and  other
          communications equipment;

    6.3.3 the  notification  of  Tail  Circuit  faults  to  Customer  and/or the
          relevant  TO  on  EQUANT   becoming   aware  of  the  faults  and  the
          co-ordination and expediting of Service restoration;

    6.3.4 payment  to  TOs  and  other  third  party  vendors in local  currency
          on  Customer's  behalf,  where  applicable.  This  service  does  not,
          however,  affect  Customer's  liability  with  respect  to  such  Tail
          Circuits,  modems or other communications  equipment and all sums paid
          by EQUANT to TOs or other  third  party  vendors in  respect  thereof,
          which  shall  be  reimbursed  by  Customer  to  EQUANT  as more  fully
          described in Schedule 2).

 7.  CPE

 7.1 The  Service  may  include  the provision by EQUANT of CPE. EQUANT warrants
     that it has the right to  provide or procure  the  provision  of the CPE to
     Customer,  its Associated Companies and End Users and that all such persons
     will have the right to use all CPE so  provided  for the  duration  of this
     Agreement.

 7.2 EQUANT  shall  connect  the  CPE  at the Locations on dates and times to be
     agreed  by  the  parties.   Should   connection   require  the  removal  or
     disconnection  of any existing  CPE of Customer or its End Users,  Customer
     shall  permit,  and  obtain  all  necessary  consent  for  the  removal  or
     disconnection  of such  equipment  and  shall  give  EQUANT  all  necessary
     assistance to enable such work to be carried out.

 7.3 Charges  for  each  item  of CPE at a Location  shall,  in accordance  with
     Schedule 2, commence on the Date of Acceptance of the Service at a Location
     and unless otherwise stated in this Agreement, shall continue for a minimum
     period of **, provided that no CPE charges shall be payable with respect to
     CPE if  this  Agreement  or any  Service  under  this  Agreement  has  been
     terminated by Customer pursuant to Clause 3.2.

 7.4 The  CPE  shall  at  all times  remain the sole and  exclusive  property of
     EQUANT or its Sub-Contractors and Customer shall have no property rights or
     interest  in the CPE but shall have the right to quiet  possession  and the
     right to use the CPE under the terms and conditions of this Agreement.

 7.5 Customer shall have the following obligations with respect to the CPE:

    7.5.1 not  to  sell,  assign,  sub-let,  pledge  or  part with possession or
          control of the CPE or any interest therein;

    7.5.2 not to  change,  remove  or  obscure  any  labels,  plates,  insignia,
          lettering  or other  markings  which are on the CPE at the time of its
          connection  or which may  afterwards be placed on the CPE by EQUANT or
          by any person authorised by EQUANT;

    7.5.3 to keep the CPE free from distress, liens or claims of lien.


                                     PAGE 6
<PAGE>

    7.5.4 not  to  move the CPE from the Location to which it was  delivered and
          connected without EQUANT's prior written consent;

    7.5.5 not to use the CPE or permit it to be used contrary  to any law or any
          regulation for the time being in force;

    7.5.6 to  ensure  that  proper  environmental  conditions  as recommended by
          EQUANT are maintained  for the CPE and that the exterior  surfaces are
          kept clean and in good condition;

    7.5.7 not to make any modifications to the CPE;

    7.5.8 to  insure the CP  for its full replacement  value for the duration of
          this Agreement;

    7.5.9 to provide EQUANT with all reasonable access to the Locations in order
          to comply with its responsibilities pursuant to Clause 7.7.

7.6  Upon  termination   or  expiration   of  this  Agreement,   Customer  shall
     surrender  possession  of the  CPE in good  order,  repair  and  condition,
     reasonable wear and tear excepted, to EQUANT.

7.7  Subject  to  Clause  7.5,  EQUANT  shall  ensure  that  the  CPE is in good
     working  order at the time of  commissioning,  and remains in good  working
     order for the duration of this  Agreement.  If a Service fault occurs which
     has been caused by a failure in the CPE,  EQUANT  shall repair the fault as
     soon as  possible  following  notification  of the  fault  by  Customer  or
     detection of the fault by EQUANT,  whichever first occurs.  If a visit to a
     Location is required,  within ** of notification by Customer,  EQUANT shall
     ensure that a Sub-Contractor arrives at the affected Location and commences
     any remedial activities provided: (a) the notification is received, and the
     call  for  repair  can  be  made  during  the  normal  business  day of the
     Sub-Contractor  located  nearest  to the  affected  Location;  and  (b) the
     Location is situated  within a ** mile radius of the nearest EQUANT service
     center  ("Normal  Service").  Remedial  service  on CPE other  than  Normal
     Service shall be carried out by EQUANT through its  Sub-Contractors as soon
     as is practicably  possible,  taking into account  availability  of service
     personnel,  the time and date of  Customer's  notification  and the country
     concerned.

7.8  Any  visits  to  a  Location  or  repairs  to  CPE made  necessary  by: (a)
     damage  to  the  CPE  not  caused  by  EQUANT  or  a  Sub-Contractor;   (b)
     interventions  other than normal  interventions  carried out by  non-EQUANT
     personnel;  (c)  modifications  to the CPE which have not been  approved by
     EQUANT or have been  carried out by  personnel  unapproved  by EQUANT;  (d)
     improper  treatment  of the CPE by Customer or an End User;  (e) failure by
     Customer or its End User to meet the CPE  manufacturer's  specifications as
     advised by EQUANT to Customer on environmental  conditions;  (f) negligence
     on the part of Customer or its End User;  or (g) any force  majeure  event,
     shall  entitle  EQUANT to  increase  its  charges  for the  Service  at the
     affected  Location,  such increase in charges to be equal to the actual and
     reasonable cost to EQUANT of restoring the Service.


                                     PAGE 7

<PAGE>

8.   Software

     EQUANT,  for and on behalf of itself and any  Associated  Company of EQUANT
     having  ownership  thereof,  hereby  grants to Customer and its  Associated
     Companies   for  the  duration  of  this   Agreement,   non-exclusive   and
     non-transferable  licenses to use  Software  for the  purposes of using the
     Service.  Customer  acknowledges  that the provision of Software is made by
     EQUANT strictly for use in conjunction with the Service and Customer agrees
     not to produce,  copy (except for the purpose of retaining a back-up copy),
     alter,  modify, or add to the Software or any part thereof,  nor to attempt
     or to allow a third  party to  attempt to reverse  engineer,  translate  or
     convert the Software from machine  readable to human readable form,  except
     as permitted by applicable law.

9.   Intellectual Property Rights

9.1  All intellectual  property rights in the Service,  Network and the Software
     are either  licensed to or the property of EQUANT or an Associated  Company
     of EQUANT and nothing contained in this Agreement shall be deemed to convey
     title or ownership interest therein to Customer.

9.2  Subject to Clause 9.3,  EQUANT warrants  that the Service will not infringe
     third party  intellectual  property rights in any country where the Service
     is provided to Customer.

9.3  In the event of any breach of the warranty set forth in Clause 9.2:

    9.3.1 EQUANT  shall  indemnify  Customer  against  any  claims,  proceedings
          and reasonable expenses, provided that Customer: (a) promptly notifies
          EQUANT in writing of the claim;  and (b) gives  EQUANT sole control of
          the defense and all related settlement negotiations; and

    9.3.2 EQUANT  will  either  procure  the  right f or  Customer  to continue
          using  the  Service  (including  the  part  of the  Service  that  has
          infringed)  at no additional  cost to Customer or provide  alternative
          Service at no additional cost to Customer.

9.4  Notwithstanding  Clause  9.3,  EQUANT  shall  have  no  liability  for  any
     intellectual  property  infringement  claim  based  upon  the  combination,
     operation  or use of the  Service  with  equipment,  data or  software  not
     supplied  by  EQUANT  if the  cause  of  the  infringement  is due to  such
     combination,  operation or use, nor shall EQUANT's liability to Customer in
     respect  of  CPE  or  software  not  proprietary  to  EQUANT,   exceed  any
     intellectual  property  infringement  warranties  provided  to EQUANT,  its
     Associated Companies or Sub-Contractors.

10.  Confidentiality

10.1 In this Clause 10,  "Confidential  Information"  means the contents of this
     Agreement and all information  disclosed (whether in writing,  or orally or
     whether directly or indirectly) by a party (the "Disclosing  Party") to the
     other party (the  "Receiving  Party") whether before or after the Effective
     Date, including, without limitation, information relating to the Disclosing
     Party's  products  and  services,  operations,   customers  and  prospects,
     know-how,   design  rights,  trade  secrets,  market  opportunities  and/or
     business affairs.

10.2 During  this  Agreement  and   after  termination  or  expiration  of  this
     Agreement for any reason the Receiving Party:

   10.2.1 may  not  use  Confidential  Information  for  any  purpose other than
          for the  performance of its  obligations or the exercise of its rights
          under this Agreement;

   10.2.2 may not disclose  Confidential  Information to any third party; and

   10.2.3 shall use best efforts to prevent the unauthorised  use or  disclosure
          of Confidential Information.


                                     PAGE 8

<PAGE>

10.3 The  restrictions   imposed   by   Clause  10.2  shall  not  apply  to  the
     disclosure of Confidential Information;

   10.3.1 which  is  now  in,   or   hereafter  comes  into  the  public  domain
          other than by the Receiving Party's breach of this Agreement;

   10.3.2 which  is  required  by  law  to  be  disclosed  to  any person who is
          authorised by law to receive the same;

   10.3.3 to  a  court,  arbitrator  or  administrative  tribunal  in the course
          of proceedings  before it to which the Receiving Party is a party in a
          case where such disclosure is required by such proceedings.

10.4 Where  the  Receiving  Party  is  required  to  disclose  any  Confidential
     Information  pursuant to Clause 10.3, it shall give as much advance  notice
     thereof  to the  Disclosing  Party  it is  reasonably  able and  shall  use
     reasonable efforts to limit the extent of any such disclosure.

11.  Charges and Payment

11.1 All  Charges  shall  be  invoiced  by EQUANT to Customer in Dollars monthly
     in advance for all fixed  recurring  Charges and monthly in arrears for all
     other  Charges,  and shall be payable by  Customer,  without  deduction  or
     set-off, within 30 days of receipt of an invoice by Customer.

11.2 All Charges are exclusive of value added tax, sales tax,  excise tax, gross
     receipts tax,  withholding  tax and any similar tax which may be applicable
     thereto and Customer agrees to pay all such applicable taxes.

11.3  EQUANT  reserves  the  right  to make a  reasonable  charge  for any  work
     performed by EQUANT which is attributable to Customer's  failure to perform
     any of its  obligations  under this  Agreement,  provided that such work is
     necessary  in  the  reasonable  discretion  of  EQUANT  and  that  wherever
     feasible, EQUANT shall have notified Customer in advance.

11.4 Failure by Customer to pay any Charges in  accordance  with this  Agreement
     shall  entitle  EQUANT  without  prejudice to its other rights and remedies
     under this Agreement to:

   11.4.1 charge  interest  on  a  daily  basis  from  the  original due date at
          the rate of 4 percentage points above the Chase Manhattan Bank's Prime
          Rate in force from time to time; and/or

   11.4.2 suspend  the  Service,  having  given  14  days  written notice of its
          intention to do so, and Customer  having  failed to remedy its payment
          default during that time; and/or

   11.4.3 the remedies set out in Clause 11.5 below.

11.5 Prior  to  the  commencement  of  any  Service,  Customer  shall  issue  an
     irrevocable  and renewable  letter of credit in favor of EQUANT ("Letter of
     Credit"). The Letter of Credit shall be issued from a financial institution
     chartered in the United States  approved by both parties.  The terms of the
     Letter of Credit shall permit EQUANT to draw upon it on demand in the event
     that Customer becomes delinquent in its payment obligations hereunder.  For
     the first ** of the term of the  Agreement,  the Letter of Credit  shall be
     for **. After the first ** of the term of the Agreement, EQUANT may, in its
     sole  discretion,  require Customer to increase the amount of the Letter of
     Credit to an amount to be  determined  by  EQUANT,  which  amount  will not
     exceed ** month's Committed Volume for the period.


                                     PAGE 9

<PAGE>

12.  Exclusions and Limitations of Liability

12.1 EXCEPT AS EXPRESSLY SET OUT IN THIS  AGREEMENT,  EQUANT MAKES NO WARRANTIES
     AND HEREBY  DISCLAIMS  ANY  WARRANTIES,  EXPRESS OR IMPLIED,  INCLUDING ANY
     WARRANTY OF SATISFACTORY  QUALITY OR FITNESS FOR A PARTICULAR  PURPOSE WITH
     RESPECT TO THE SERVICE OR ANY CPE OR SOFTWARE PROVIDED UNDER OR IN RELATION
     TO THIS AGREEMENT.

12.2 SUBJECT  TO CLAUSE  13,  BUT  OTHERWISE  NOTWITHSTANDING  ANYTHING  TO  THE
     CONTRARY  IN THIS  AGREEMENT,  NEITHER  PARTY  SHALL BE LIABLE TO THE OTHER
     PARTY  FOR ANY  INCIDENTAL,  SPECIAL,  CONSEQUENTIAL  OR  PUNITIVE  DAMAGES
     HOWSOEVER ARISING INCLUDING, BUT NOT LIMITED TO, ANY DAMAGES FOR LOST TIME,
     INCOME, REVENUE, CLIENTS' GOODWILL,  PROFITS OR OTHER SIMILAR ITEMS, OR ANY
     BUSINESS  INTERRUPTION  OF ANY  KIND,  EVEN IF THE  OTHER  PARTY  HAS  BEEN
     INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.

12.3 Subject and without prejudice to Clauses 12.2, 12.4, 13 and Schedule 4, and
     without prejudice to Customer's obligation to pay any Charges hereunder for
     Service  provided,  the parties' maximum  liability under this Agreement is
     limited in respect of each event or series of connected  events as follows:

     $1,000,000 in respect of physical  damage to or loss of tangible  property;

     $100,000 in respect of all other events.

12.4 Nothing  in  this  Agreement shall exclude or limit a party's liability for
     gross negligence and death and/or personal injury.

12.5 The  parties'  sole  obligations  and  liabilities  are as  stated  in this
     Agreement and all other representations,  conditions,  warranties and terms
     express or implied whether by statute, law or otherwise are hereby excluded
     to the full extent permitted by law.

13.  Indemnities

13.1 Customer irrevocably and  unconditionally  agrees  to  indemnify  and  keep
     indemnified  EQUANT  from  and  against  any and all  claims,  liabilities,
     losses, damages, costs, expenses, including reasonable legal fees and other
     costs of litigation or  arbitration on an indemnity  basis,  (collectively,
     "Losses")  resulting from or arising out of (a) any action brought  against
     EQUANT by  Customer's  Associated  Companies  or End Users  relating to the
     provision of the Service by EQUANT under this Agreement; and (b) the use of
     the Service by Customer,  its Associated  Companies or End Users or the use
     of the Service by any other third party who gains access to the Service due
     to  Customer's,  its  Associated  Companies or End User's  wrongful acts or
     omissions.  

13.2 EQUANT  irrevocably  and  unconditionally  agrees  to  indemnify  and  keep
     indemnified  Customer,  from and against any and all Losses resulting from,
     or arising out of a wrongful  act or omission by EQUANT,  except any Losses
     resulting  from or arising out of any act or omission by Customer  (whether
     wrongful or otherwise) relating to the provision of Service by EQUANT under
     this Agreement.


                                     PAGE 10
<PAGE>

13.3 Except for Losses  resulting  from,  or arising  out of any action  brought
     against EQUANT by Customer's  Associated  Companies or End Users and Losses
     arising under 13.1 (b), for which no limit applies,  the parties' liability
     under Clauses 13.1 and 13.2 shall not exceed the exclusions and limitations
     of liability set forth in Clause 12.

13.4 This  Clause  13  shall  survive  any  termination  or  expiration  of this
     Agreement.

14.  Ordering Procedure

14.1 Any  and  all  orders  for  Service shall be made by Customer executing and
     delivering to EQUANT an Order Form.

14.2 This Agreement  supersedes  any terms and conditions  contained in an Order
     Form unless otherwise agreed by the parties in writing.

15.  Force Majeure

15.1 No failure or omission by either  party  (other than failure of Customer to
     pay EQUANT the Charges due for Service  performed up to the effective  date
     of force majeure) to carry out or to perform any of the terms or conditions
     of this Agreement shall give the other party a claim against such party, or
     be  deemed a breach  of this  Agreement,  if and to the  extent  that  such
     failure or omission arises from force majeure as later defined.

15.2 The party  prevented  from  performing  due to force majeure shall promptly
     notify the other party of the cause and the  anticipated  duration  thereof
     and shall use its  reasonable  efforts  to remove  such cause and to resume
     performance of this Agreement as soon as such cause is removed.

15.3 The term "force majeure", as used in this Agreement shall include,  without
     limitation, earthquake, fire, flood, epidemic, act of war, whether declared
     or undeclared,  blockade,  insurrection,  riot or other cause(s) beyond the
     reasonable control of either of the parties.

15.4 Should any  circumstance  of force majeure  continue for more than 30 days,
     Customer may either  suspend or  terminate  the  affected  Service  without
     liability or obligation  except for any liability for  outstanding  charges
     under this Agreement  including,  without limitation,  Tail Circuit charges
     and cancellation penalties,  and minimum CPE charges for the period set out
     in Clause 7.3. If Customer has suspended the Service, Customer shall resume
     payment for the Service from the date of resumption of the Service.

16.  Applicable Law and Arbitration

16.1 This  Agreement  and  all   matters  regarding  the  interpretation  and/or
     enforcement hereof,  shall be governed  exclusively by the law of the State
     of Georgia,  except in so far as the  Federal  law of the United  States of
     America may control any aspect of this Agreement, in which case Federal law
     shall govern such aspect.

16.2 All disputes  arising in connection  with this  Agreement  shall be settled
     initially  by  internal   dispute   resolution   and  then,  if  necessary,
     exclusively by arbitration  before a single arbitrator in Atlanta,  Georgia
     in  accordance  with  the  Commercial  Arbitration  Rules  of the  American
     Arbitration  Association.  Each  party  irrevocably  consents  to  personal
     jurisdiction  and to ex parte action should any party refuse to participate
     in such proceedings.  The arbitrator's  award shall be final and binding on
     all  parties  and  judgement  on the  award  may be  entered  and the award
     enforced in any court having jurisdiction thereof.


                                     PAGE 11
<PAGE>

   16.2.1 Notwithstanding  the  above,   disputes  arising  in  connection  with
          invoicing and payment will not be settled by arbitration.

17.  General

17.1 Notices  Any  notice  to be  made by  either  party to the  other  shall be
     sufficiently  made if sent by  prepaid  first  class mail or  facsimile  or
     delivered  by hand to the party to be served at the  address  appearing  on
     page 1 of this  Agreement  or such  other  address  as may be  notified  in
     writing by one party to the other.  Except in the case of delivery by hand,
     or evidence to the  contrary,  the notice shall be deemed to have been made
     on the day on which such communication  ought to have been delivered in due
     course of postal or facsimiled communication.

17.2 Assignment

   17.2.1 Either  party may at any time assign all or  part  of  its rights  and
          obligations under this Agreement to it's Associated Company,  provided
          always that: (a) the assignee is not a direct  competitor of the other
          party; or (b) such assignment would not cause the other party to incur
          materially  increased  costs in  connection  with the provision of the
          Service or this Agreement.

   17.2.2 Subject  to  Clauses  17.2.1  and  17.6,  neither  party  may  assign,
          subcontract or otherwise dispose of this Agreement or any part thereof
          without the written consent of the other party, such consent not to be
          unreasonably withheld.

17.3 No  Waivers  No  failure  or  delay of either party in exercising any right
     under this  Agreement  shall be deemed a waiver of the right.  No waiver of
     any default on any one occasion shall constitute a waiver of any subsequent
     default.  No single or partial  exercise  of any right shall  preclude  the
     further or full exercise of it.

17.4 No  Third  Party  Beneficiaries,   Agency  or  Partnership  Notwithstanding
     that Customer's  Associated Companies and End Users may utilize the Service
     in accordance  with the terms of this  Agreement,  it is agreed between the
     parties that Customer and only Customer may commence proceedings in its own
     name to enforce all  obligations  and  liabilities of EQUANT  hereunder and
     that EQUANT  agrees to look only to Customer  for due  performance  of this
     Agreement. Nothing contained herein shall entitle either EQUANT to commence
     any proceedings against any of Customer's Associated Companies or End Users
     or any of  Customer's  Associated  Companies  or End Users to commence  any
     proceedings  against  EQUANT.  

     This  Agreement  is not intended to create a joint  venture or  partnership
     between the parties and neither party is authorised to act as the agent for
     the other.

17.5 Invalidity  If  any  term,  provision,  or  clause of this Agreement or any
     portion of such term, provision or clause is held invalid or unenforceable,
     the  remainder  of this  Agreement  will not be  affected  thereby and each
     remaining  term,  provision or clause or portion  thereof will be valid and
     enforceable to the full extent permitted by law.

17.6 Sub-contractors  EQUANT  shall  be  entitled  to  subcontract  any  of  its
     obligations  to  a   Sub-Contractor.   EQUANT  shall  not  be  entitled  to
     subcontract any of its obligations under this Agreement to any other person
     without the prior  written  consent of Customer  which consent shall not be
     unreasonably  withheld.  EQUANT  shall  be  responsible  for the  acts  and
     omissions of any Sub-Contractor..


                                     PAGE 12
<PAGE>

17.7 Entire  Agreement This  Agreement including  all Schedules and Order Forms,
     constitutes  the entire  agreement  between  the  parties  relating  to the
     Service  and  supersedes  all  previous  oral  or  written  communications,
     proposals and  agreements  in respect  thereof.  This  Agreement may not be
     modified, except by supplements duly executed by the parties.

17.8 Interpretations In this Agreement unless otherwise stated: (a) the headings
     used are included for convenience only and are not to be used in construing
     or  interpreting  this  Agreement;  (b) any  reference  to the plural shall
     include the singular and any  reference to the singular  shall  include the
     plural; (c) any reference to a clause shall be a clause of the body of this
     Agreement unless otherwise  specifically stated; and (d) any reference to a
     schedule  shall  be a  schedule  to this  Agreement.  

     In the event of any conflict or inconsistency between the provisions of (1)
     the body of this  Agreement and (2) the Schedules and (3) Order Forms,  the
     following order of control shall apply:

(1)      the body of the Agreement;

(2)      the Schedules;

(3)      Order Forms.

     Subject to the above,  the Schedules and Order Forms shall be  incorporated
     into and form a part of this Agreement.


IN WITNESS WHEREOF,  EQUANT and Customer have duly executed this Agreement as of
the day and year first above written.


EQUANT                              Customer
By:      /s/  B. J. Berenson        By:      /s/  John W. Dalton
      --------------------------          --------------------------

Name:    B. J. Berenson             Name:   John W. Dalton
      --------------------------          --------------------------

Title:   President                  Title:  President & CEO
      --------------------------          --------------------------

Date:         9-8-97                Date:        9-8-97
      --------------------------          --------------------------



                                     PAGE 13
<PAGE>

                        SCHEDULE 1 - SERVICE DESCRIPTION

1.   GLOBAL VOICE SERVICE ("GVS")

     EQUANT  shall  provide  Customer  with  Global  Voice  Service  between the
     Locations set forth below. The Global Voice Service is based on the virtual
     private  network  (VPN)  concept  which  allows  EQUANT to provide  private
     network  functionality  combined  with  flexibility,  resilience  and  cost
     effectiveness  of a shared  network.  This is  achieved by  programming  an
     organization's  dial plan and call routing  parameters within a Closed User
     Group (CUG) facility so that calls can be identified,  routed,  and charged
     appropriately.

1.1  Call Types  The following call types are supported:

   1.1.1  On-Net  which  allows  calls  to  be  routed between  customer's sites
          directly connected to the Network. **

   1.1.2  Off-Net*  which  allows  calls  to  be  routed via the Public Switched
          Telephone Network (PSTN) to locations that are not directly  connected
          to the Network.

   1.1.3  Virtual  On-Net*  which  allows  calls  dialed  as  part of customer's
          private  numbering  scheme  but  routed,   after  appropriate   number
          translation  within the  Network,  via the Public  Switched  Telephone
          Network  (PSTN) to locations  that are not  directly  connected to the
          Network.

   1.1.4  Forced On-Net which allows calls **

*Off-Net  calling and virtual  On-Net calling via the PSTN is offered only where
prevailing voice regulations allow.

1.2  EQUANT's  Global  Voice  Service  is  designed  for  international  site to
     site corporate voice traffic.  The service is based on  establishment  of a
     virtual   private   network   ("VPN")  which   provides   private   network
     functionality over a shared network.

1.3  Global  Voice  Service  will  provide call connectivity  between Customer's
     Switch  in Omaha,  Nebraska,  allowing  users to dial  between  each  other
     (On-Net) over the Network. In addition, users have the ability to originate
     calls from a direct access  location,  and have these calls terminated over
     the PSTN (Off-Net) to all international direct dial (IDD) destinations.

1.4  Global  Voice  Service  will  allow Customer to define a private  numbering
     plan in any format,  including  numbers  already in use,  which will form a
     specific closed user group.

2.   PROJECT MANAGEMENT SERVICE

     GVS Project  Management  shall include,  without  limitation,  defining the
     scope  of  the  project,  implementation  milestones,  develop  dial  plan,
     features and technical  specifications,  confirm network engineering design
     and  development  a  site  details  document,  and  overall  management  of
     Customer's account.

3.   CUSTOMER SERVICE SUPPORT FOR GLOBAL VOICE SERVICES


                               SCHEDULE 1, PAGE 1
<PAGE>

         See Schedule 4

4.       LOCATIONS

         Locations         Type of Service           Date of Connection
         ---------         ---------------           ------------------

         **                GVS                       to be determined
         **                GVS                       to be determined
         **                GVS                       to be determined
         **                GVS                       to be determined
         **                GVS                       to be determined
         **                GVS                       to be determined
         **                GVS                       to be determined
         **                GVS                       to be determined
         **                GVS                       to be determined
         **                GVS                       to be determined
         **                GVS                       to be determined
         **                GVS                       to be determined

































                               SCHEDULE 1, PAGE 2

<PAGE>

                              SCHEDULE 2 - CHARGES

1.   Charges

     EQUANT shall provide Customer with the Service for the Charges specified in
     the tables to this  Schedule 2  ("Tables").  Charges  shall be invoiced and
     paid in accordance with Clause 11 of this  Agreement.  Subject to Clauses 4
     and 7 of this Schedule 2, all Charges are fixed for the Initial Term.

2.   Commencement of Charges

     All charges shall  commence from the Date of Acceptance of the Service at a
     Location except that: (a) Tail Circuit charges shall commence from the date
     of  installation  of the Tail  Circuit  at a  Location  by the TO;  (b) any
     Software  license  fees shall  commence  from the date of  delivery  of the
     Software to Customer.

3.   Tail Circuit Charges

     Tail  Circuit  charges  shall be as  specified in the Table or otherwise as
     notified by EQUANT from time to time. Tail Circuit charges are fixed for **
     periods and then adjusted in line with actual  charges from TOs. No credits
     or additional  charges in respect of variances between Tail Circuit charges
     and actual TO charges to EQUANT for Tail Circuits shall apply.

4.   Tail Circuit Management Charges

     Tail Circuit  management  Charges shall be ** of Tail Circuit Charges or **
     per month per Tail Circuit, whichever is greater.

5.   CPE

     EQUANT shall notify  Customer  what the Charges are for any CPE added after
     the Effective Date.

6.   Minimum Revenue Commitment

     Customer  shall make the following  minimum  revenue  commitment for Global
     Voice  Service   ("Minimum  Revenue   Commitment").   The  Minimum  Revenue
     Commitment excludes charges for Tail Circuits, international private lines,
     or other types of local access and one-time  charges for  installation  and
     project management:

                  Year of Agreement Term             Commitment ($$)
                  ----------------------             ---------------
                          **                                 **



     If Customer  fails achieve the Minimum  Revenue  Commitment,  then Customer
     will pay the difference  between the actual charges and the Minimum Revenue
     Commitment.  Customer  will pay said  amount  within  30 days of  receiving
     EQUANT's  invoice for same. This payment is the maximum penalty relating to
     Customer's  failure  to  meet  the  Minimum  Revenue  Commitment,  however,
     additional  penalties apply to Customer's  failure to maintain the ** usage
     set forth at Table 1.2.


                               SCHEDULE 2, PAGE 1
<PAGE>



7.   Charges Review

     Customer  may  request a review of  EQUANT's  On-Net and Off-Net per minute
     charges  ("Adjustable  Charges") on each  anniversary date of the Effective
     Date ("Annual Price Review"). The Annual Price Review will constitute ** to
     be selected by  agreement of the parties,  for services  equivalent  to the
     Service,  at all the Locations,  and for a contract term  equivalent to the
     balance  of the  Initial  Term **.  If as the  result of the  Annual  Price
     Review,  it is  demonstrated  that the total of the  Adjustable  Charges in
     effect on the date of the  Annual  Price  Review is at least ** than the **
     being  then ** by any of the **,  then the  Adjustable  Charges  payable by
     Customer  may, in EQUANT's sole  discretion,  be reduced as of the relevant
     anniversary  of the  Effective  Date.  In the event there is a reduction of
     charges,  there shall be no reduction in the Minimum Revenue Guarantee.  If
     EQUANT does not reduce its Adjustable Charges,  Customer shall be entitled,
     within a thirty  (30) day period  following  EQUANT's  notification  of its
     decision,  to terminate this Agreement  pursuant to Clause 3.2.  Nothing in
     this  Clause 7 shall  affect  Customer's  obligations  under  Clause 2.2 of
     Schedule 3.

8.   Off-Net Charges

     If Off-Net Service volume (in minutes) originating from the ** and destined
     for  **  exceeds  ** of the  total  Off-Net  Service  volume  (in  minutes)
     originating  from the **, destined for the rest of **, then EQUANT reserves
     the right to alter the pricing to reflect the increased traffic volumes.

9.   Billing Increments

     For GVS, EQUANT charges in ** increments.
















                               SCHEDULE 2, PAGE 2
<PAGE>

                              TABLES TO SCHEDULE 2


Table 1.1


EQUANT shall charge On-Net Service at ** per minute.



Table 1.2

EQUANT GVS Off-Net Service Pricing- ** to ** Off-Net (in Dollars)


Country                            Discounted Cost Per Minute
-------                            --------------------------
**











Customer  must  maintain a **. In the event  Customer  does not maintain the **,
then an additional charge of ** shall apply to the difference between actual (i)
actual  minutes used and (ii) the number of minutes  required to achieve the **.
The ** shall apply to Charges going forward.











                              TABLE TO SCHEDULE 2
<PAGE>


             SCHEDULE 3 - LOCATIONS - CONNECTION and DISCONNECTION,
                                ACCEPTANCE TESTS

1.   Connection of the Service to Locations

1.1  EQUANT  shall  use  all  reasonable  efforts  to  connect  the Service at a
     Location on the dates  specified in Schedule 1 or if not so stated on dates
     agreed by the parties  and in any event as soon as possible  after the date
     the Tail  Circuits  are made  available  by the TOs.  EQUANT  shall use all
     reasonable   efforts  to  ensure  that  Tail   Circuits   are  ordered  and
     administered  by  EQUANT  so as to  facilitate  the  availability  of  Tail
     Circuits in accordance  with TOs' usual lead times.  However,  EQUANT shall
     have no responsibility, nor liability for delays caused by Customer, TOs or
     any event of force  majeure  as  defined  in Clause 15. In the event of any
     such delays, EQUANT shall use all reasonable efforts to provide the Service
     as set out in this Agreement at the earliest  opportunity.  EQUANT reserves
     the right to connect an interim service of an equivalent  functionality and
     performance should such delays occur.

1.2  Customer  shall use all  reasonable  efforts to accept  the  Service at the
     Locations on agreed connection dates. EQUANT reserves the right to commence
     its  Charges  for any  delayed  Service  due to  Customer's  breach of this
     provision,  and in addition no such delay shall  affect  EQUANT's  right to
     receive  reimbursement  for all TO and other third party vendor  charges in
     respect of Tail  Circuits and  communications  equipment  incurred from the
     date of any contract between EQUANT and any TO or other third party vendor.

1.3  Customer also understands that should EQUANT, its agents or Sub-Contractors
     carry out a visit to a Location in order to connect the  Service,  and then
     be unable to do so as a result of any act or omission by  Customer,  EQUANT
     reserves  the right to charge  Customer  for such visit at its then current
     manpower  rates for such time and its  reasonable  travel and out of pocket
     expenses.

2.   Disconnection of the Service to Locations

2.1  Customer agrees not to disconnect the Locations from the Network during the
     Initial Term from the Date of Acceptance connection of each location unless
     Customer  substitutes  any Location with a new Location  provided EQUANT is
     able to provide  Service at the new  Location.  EQUANT shall be entitled to
     invoice  Customer a connection  and project  management  charge for the new
     Location as agreed by Parties.

2.2  Any  disconnection of a Location shall be conditional on Customer providing
     the following:-

    2.2.1 at least 90 days prior written notice;

    2.2.2 payment of an early disconnection charge equal to **; and

    2.2.3 payment  of  a  lump  sum  equal  to the depreciated  value of the CPE
          as at the date of  disconnection,  based on the original price paid by
          EQUANT  or its  Sub-Contractors  for the CPE plus ** of such  original
          price as a fee for  administration and disconnection save that no such
          sum shall be payable if EQUANT is able (as  reasonably  determined  by
          EQUANT) to redeploy the CPE either with  Customer or another  customer
          or within the Network; and

    2.2.4 any  contingent  Tail   Circuit  charges  including  any  cancellation
          penalties;  EQUANT will mitigate any such charges by  terminating  any
          Tail Circuit leases as soon as practicable  following  notification of
          the disconnection.

                               SCHEDULE 3, PAGE 1
<PAGE>

3.   Acceptance Tests

     EQUANT shall carry out the  following  Acceptance  Tests for each  Location
     from sites remote to the Location:

3.1  Global Voice Services
     ---------------------

    3.1.1 EQUANT  will  verify  that  a  path  exists  between  the  demarcation
          point at Customer's Location (i.e. SWITCH or other type of switch) and
          the Network Node, as defined in Schedule 4.

    3.1.2 EQUANT  will  verify  that  speech  quality  standards  meet or exceed
          public switched telecommunications network ("PSTN") quality.

    3.1.3 EQUANT  will  prove  the  compatibility  of  the SWITCH  configuration
          with the signalling protocol and the Customer's dial plan.

    3.1.4 EQUANT will verify call routing for Off-Net and On-Net calls.
























                               SCHEDULE 3, PAGE 2
<PAGE>

           SCHEDULE 4 - PERFORMANCE LEVELS FOR GLOBAL VOICE SERVICES

1.   INTRODUCTION

     This Schedule  gives  Customer an indication of those areas of quality that
     EQUANT measures for the Service.

2.   GRADE OF SERVICE

     IGVN  GRADE OF SERVICE or I-GOS,  is defined as the  probability  of a call
     being blocked due to insufficient network capacity. 

     The Network is  designed  and  engineered  to offer a **. This means that a
     maximum of ** of the calls may be blocked by insufficient  network capacity
     in the busiest hour of the day.

     The grade of  service  is  calculated  every **  minutes on a DMS trunk and
     every **  minutes  on a M1 trunk.  Grade of  service  is defined as ErlangB
     (traffic  carried,  number of working  circuits).  This will be reported on
     each Customer site.

     The GVN  NETworks  management  system is the tool used for the  logging and
     calculation of these GVN GOS indicators.

     Call blocking probability is based upon accurate traffic forecasting, which
     forecasts are provided by Customer. In the event that Customer has provided
     to EQUANT  substantially  inaccurate  forecasts of its  traffic,  the above
     grade of service target does not apply.

     Performance  against this target is monitored  across the core  network* by
     EQUANT's network  management system at its Global Voice Service  Operations
     Center in London.  Performance  statistics  are for inbound  call  blocking
     (i.e. Grade of Service for calls delivered to Customer from EQUANT' Central
     Office Switches).

     * The core network is defined as the transmission and switching elements of
     the EQUANT Service excluding any access capacity to the core network.

3.   USE OF SATELLITE TRANSMISSION

     In general,  EQUANT  configures  transmission  paths so that a maximum of 1
     satellite hop shall be used for any given voice routing. However, there are
     limited circumstances in which more than 1 satellite hop may be used. These
     are: (i) for emergency routing where satellite capacity is deployed to back
     up first choice  terrestrial  routings;  and (ii) for connection  between 2
     countries in regions where  satellite  capacity is  predominantly  used for
     international transmission.






                               SCHEDULE 4, PAGE 1
<PAGE>

4.   NETWORK AVAILABILITY

     GVN  Core  Network  Availability  shall  mean  the  up-time  (expressed  as
     percentage)  of  EQUANT's  central  office  switching   systems  and  their
     associated network trunks,  excluding  Maintenance Windows and local access
     lines.

     The core network is designed to offer a target availability of **.

5.   FAULT CLEARANCE

     EQUANT aims to clear ** of Customer reported faults determined to be on the
     Network within ** hours of their first report by Customer.

     Those faults that fall outside this target are  escalated  within  EQUANT's
     operational   structure  to  a  senior  manager  within  the  EQUANT  Voice
     Operations.

     The Customer fault reporting channel is to the Help Desk.

     Customer Feedback During Fault Clearance

     When a fault is reported by Customer to the Help Desk,  the first  feedback
     from the Help Desk to  Customer  will be within ** of the  initial  report.
     Following this initial feedback,  subsequent  feedback will be at least **.
     Reported  faults  will not be  regarded  by EQUANT as cleared  unless  this
     clearance is confirmed by Customer.

     Fault Reporting

     EQUANT can provide regular reports on its fault clearance performance. More
     detailed  reports can be provided on  exceptional  faults as agreed between
     Customer and EQUANT.  These  reports,  covering the nature of the fault and
     the  history  of its  resolution,  are  generally  provided  for faults not
     cleared within the above target resolution time.
















                               SCHEDULE 4, PAGE 2

<PAGE>



6.       CUSTOMER SERVICE TARGETS

Support Center - General
------------------------------------------------------

Support Center Response                 100% of call answered with ** seconds

Support Center Coverage                 24 hour per day, 7 days a week

Language Support                        All Principle Languages


Fault Clearance - Core Network
------------------------------------------------------

** of Faults Cleared                    ** Hours

** of Faults Cleared                    ** Hours

Fault Not Found Response                0%

Repeat Faults                           ** within ** Months


Fault Clearance - End-to-End Network
-------------------------------------------------------
** of Faults Cleared or Passed          ** Hours
     Back to Customer                   

** of Faults Cleared                    ** Hours

Faults Not Cleared Within 24 Hours      Daily Exception Reports

First Response to Customer              Within **  (or customer defined)

Fault Not Found Response                0%

Fault Closure                           Customer Only

Repeat Faults                           ** within ** Months


Customer Notification & Reports
-------------------------------------------------------

Core Network Faults - Customer          Immediate Broadcast Message to all 
     Affecting                          Affected Customers

Summary of all Reported Faults          Monthly  (or customer defined)

Detail of Faults with (GREATER THAN)
     ** Hour Resolution                 Within ** Hours of Fault Resolution

Planned Outages                         5 Days Notice  (or customer defined)


                               SCHEDULE 4, PAGE 3
<PAGE>

7.   NON-PERFORMANCE

     Customer  understands  and  agrees  that  the  Performance  Levels  in this
     Schedule 4 are targeted performance levels only.

     Customer's  sole and  exclusive  remedy for any  non-performance  hereunder
     shall be as follows:

     If any  serious  problems  with the  Service  due to EQUANT  (and not a TO)
     persist for a period of ** days (such problems being notified in writing by
     Customer),  then  Customer  shall be  entitled at its option to suspend the
     volume  commitments  specified in Schedule 2 until the  problems  have been
     fixed;

     For the  purposes  of this  provision,  'serious'  means  a  problem  which
     materially affects Customer's ability to use the Service.


















                               SCHEDULE 4, PAGE 4