AGREEMENT

THIS AGREEMENT (the "Agreement") is entered into as of April 24, 2000,
by and among GUINNESS TELLI*PHONE CORPORATION, a corporation duly
organized and existing under the laws of the State of Nevada (the
"Company") and Swartz Private Equity, LLC (hereinafter referred to as
"Swartz").

RECITALS:

WHEREAS, pursuant to the Company's offering ("Equity Line") of up to
Thirty Million Dollars ($30,000,000), excluding any funds paid upon
exercise of the Warrants, of Common Stock of the Company pursuant to
that certain Investment Agreement (the "Investment Agreement") between
the Company and Swartz dated on or about April 24, 2000, the Company
has agreed to sell and Swartz has agreed to purchase, from time to time
as provided in the Investment Agreement, shares of the Company's Common
Stock for a maximum aggregate offering amount of Thirty Million Dollars
($30,000,000); and

WHEREAS, pursuant to the terms of the Investment Agreement, the Company
has agreed, among other things, to issue to the Subscriber Commitment
Warrants, as defined in the Investment Agreement, to purchase a number
of shares of Common Stock, exercisable for five (5) years from their
respective dates of issuance.

TERMS:

NOW, THEREFORE, in consideration of the mutual promises,
representations, warranties, covenants and conditions set forth in
Agreement and for other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:

1.	Issuance of Commitment Warrants.  As compensation for entering
into the Equity Line, Swartz received a warrant convertible into
810,000 shares of the Company's Common Stock, in the form attached
hereto as Exhibit A (the "Commitment Warrants").

2.      Issuance of Additional Warrants.  If the Company shall at any
time effect a recapitalization, reclassification or other similar
transaction of such character that the shares of Common Stock shall be
changed into or become exchangeable for a smaller number of shares (a
"Reverse Stock Split"), then on the date of such Reverse Stock Split,
and on each one year anniversary (each, an "Anniversary Date") of the
Reverse Stock Split thereafter throughout the term of the Commitment
Warrants, the Company shall issue to Swartz additional warrants (the
"Additional Warrants"), in the form of Exhibit A, to purchase a number
of shares of Common Stock, if necessary, such that the sum of the
number of Warrants and the number of Additional Warrants issued to
Swartz shall equal at least 4.0% of the number of shares of Common
Stock of the Company that are outstanding immediately following the
Reverse Stock Split or Anniversary Date, as applicable.  The Additional
Warrants shall be exerciseable at the same price as the Commitment
Warrants, shall have the same reset provisions as the Commitment
Warrants, shall have piggyback registration rights and shall have a 5
year term.

3.	Opinion of Counsel.  Concurrently with the issuance and
delivery of the Commitment Opinion (as defined in the Investment
Agreement) to the Investor, or on the date that is six (6) months after
the date of this Agreement, whichever is sooner, the Company shall
deliver to the Investor an Opinion of Counsel (signed by the Company's
independent counsel) covering the issuance of the Commitment Warrants
and the Additional Warrants, and the issuance and resale of the Common
Stock issuable upon exercise of the Warrants and the Additional
Warrants.

4.	Governing Law.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia
applicable to agreements made in and wholly to be performed in that
jurisdiction, except for matters arising under the Act or the
Securities Exchange Act of 1934, which matters shall be construed and
interpreted in accordance with such laws.



<PAGE>110

	IN WITNESS WHEREOF, the undersigned have executed this
Agreement as of this 24th day of April, 2000.

GUINNESS TELLI*PHONE CORPORATION



By: __________________________________
SUBSCRIBER:

SWARTZ PRIVATE EQUITY, LLC.




By: ________________________________
         Eric S. Swartz, Manager

1080 Holcomb Bridge Road
Bldg. 200, Suite 285
Roswell, GA  30076
Telephone: (770) 640-8130
Facsimile:  (770) 640-7150
Lawrence A. Guinness, President & CEO


Guinness Telli*Phone Corporation
655 Redwood Hwy., #111
Mill Valley, CA  94941
Telephone: (415) 389-9442
Facsimile:  (415) 388-0390