AMENDED AND RESTATED PROMISSORY NOTE

                                                          New York, New York
                                                          March 1, 2001
$14,310,400.00

Borrowers:     Gold & Appel Transfer, S.A., Revision LLC and
               Walter C. Anderson, jointly and severally

     1.     Promise to Repay; Payments of Principal and Interest.     Gold &
Appel Transfer, S.A., a corporation duly organized and existing under the laws
of the British Virgin Islands ("Gold & Appel"), Revision LLC, a limited
liability company duly organized and existing under the laws of the State of
Delaware ("Revision"), and Walter C. Anderson, an individual ("Anderson")
(each of "Gold & Appel," "Revision" and "Anderson" referred to herein,
individually, as a "Borrower" and, collectively, as the "Borrowers"), for
value received, hereby jointly and severally promise to pay to the order of
Donald A. Burns (the "Lender") the principal amount of $14,310,400.00 as
follows: an installment payment of $3,000,000.00 of principal shall be payable
on March 31, 2001, and the balance of the principal amount, plus accrued
interest on the total principal amount, shall be payable on December 31, 2001
(the "Maturity Date").  Interest (computed on the basis of a 360-day year of
twelve 30-day months) shall accrue on the unpaid balance of such principal
amount at the rate of 18% per annum from the date hereof, and interest on any
overdue principal and (to the extent permitted by applicable law) on any
overdue interest shall accrue at the rate of 20% per annum until paid, payable
on demand.  Payments of principal of  and interest on this Note shall be made
in lawful money of the United States of America at the office of the Lender,
450 Royal Palm Way, Suite 450, Palm Beach, FL 33480, or at such other office
as the Lender shall have designated by written notice to the Borrowers.

     2.   Defined Terms.  The following capitalized terms are used herein with
the respective meanings set forth below:

     Borrowers:  has the meaning set forth in Section 1 hereof.

     Business Day:  a day other than a Saturday, Sunday or other day on which
commercial banks in New York City are authorized or required by law to close.

     Collateral:  has the meaning ascribed to such term in the Pledge
Agreement.

     Contractual Obligations:  as to any Person, any provision of any security
issued by such Person or of any agreement, instrument or other undertaking to
which such Person is a party or by which it or any of its property is bound.

      Default:  any of the events specified in Section 7, whether or not any
requirement for the giving of notice, the lapse of time, or both, or any other
condition, has been satisfied.

     Event of Default:  any of the events specified in Section 7, provided
that any requirement for the giving of notice, the lapse of time, or both, or
any other condition, has been satisfied.

     Excluded Taxes:  means, with respect to the Lender, (a) income taxes
imposed on (or measured by) his net income by the United States of America (or
its political subdivision or taxing authority therein or thereof) and (b) any
other taxes imposed as a result of the Lender's present or former connection
with the jurisdiction imposing such taxes (other than a connection arising
solely from the transactions contemplated hereby and by the Pledge Agreement).

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      Financing Lease:  any lease of property, real or personal, the
obligations of the lessee in respect of which are required in accordance with
GAAP to be capitalized on a balance sheet of the lessee.

     GAAP:  generally accepted accounting principles in the United States of
America in effect from time to time.

     Governmental Authority:  means the government of the United States of
America, any other nation or any political subdivision thereof, whether state
or local, and any agency, authority, instrumentality, regulatory body, court,
central bank or other entity exercising executive, legislative, judicial,
taxing, regulatory or administrative powers or functions of or pertaining to
government.

     Indemnified Taxes:  Taxes other than Excluded Taxes.

     Issuer:  has the meaning ascribed to such term in the Pledge Agreement.

     Lender:  has the meaning set forth in Section 1 hereof.

     Lien:  any mortgage, pledge, hypothecation, assignment, deposit
arrangement, encumbrance, lien (statutory or other), charge or other security
interest or any preference, priority or other security arrangement or
preferential arrangement of any kind or nature whatsoever (including, without
limitation, any conditional sale or other title retention agreement and any
Financing Lease having substantially the same economic effect as any of the
foregoing).

     Loan:  the loan made by the Lender to the Borrowers on the Original
Closing Date in the aggregate principal amount of $13,000,000.00 (such amount
having been increased to $14,310,400.00 on the date hereof), the repayment and
other obligations with respect to which are the subject matter of this Note.
Material Adverse Effect:  a material adverse effect on (a) the business,
operations, property, condition (financial or otherwise) or prospects of any
Borrower and its Subsidiaries, if any, taken as a whole, or (b) the validity
or enforceability of this Note or the Pledge Agreement or the rights or
remedies of the Lender hereunder or thereunder.

     Maturity Date:  has the meaning set forth in Section 1 hereof.

     Original Closing Date:  means August 7, 2000.

     Other Taxes:  means any and all present or future recording, stamp,
documentary, excise, transfer, sale or similar taxes, charges or levies
arising solely from any payment made under the Note or the Pledge Agreement or
from the execution, delivery or enforcement of the Note or the Pledge
Agreement.

     Person:  natural persons, corporations, limited partnerships, general
partnerships, joint stock companies, joint ventures, associations, companies,
trusts, banks, trust companies, land trusts, business trusts or other
organizations, whether or not legal entities, and governments and agencies and
political subdivisions thereof.

     Pledge Agreement:  that certain Amended and Restated Pledge Agreement,
dated as of even date herewith, by and among Gold & Appel Transfer S.A.,
Revision LLC, Foundation for the International Non-governmental Development of
Space and Walter C. Anderson, as pledgors, and Donald A. Burns, as pledgee, as
the same may be hereafter from time to time amended, modified or supplemented.

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     Requirements of Law:  as to any Person, the certificate of incorporation
and by-laws or other organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an arbitrator or a
court or other Governmental Authority, in each case applicable to or binding
upon such Person or any of its property or to which such Person or any of its
property is subject.

     Subsidiary:  as to any Person, a corporation, partnership or other entity
of which shares of stock or other ownership interests having ordinary voting
power (other than stock or such other ownership interests having such power
only be reason of the happening of a contingency) to elect a majority of the
board of directors or other managers of such corporation, partnership or other
entity are at the time owned, or the management of which is otherwise
controlled, directly or indirectly through one or more intermediaries, or both
by such Person.

     Taxes:  means any and all present or future taxes, levies, imposts,
duties, deductions, charges or withholdings imposed by any Governmental
Authority.

     3.     Prepayments.     Borrowers may prepay the principal balance due
under this Note, in whole but not in part, at any time without penalty or
premium, together with the interest accrued thereon to the date of such
prepayment.

     4.     Use of Proceeds.  The Borrowers have used the original proceeds
derived by them from the Loan for the following purposes:  (i) approximately
$12 million has been used to make a loan to NETtel Communications, Inc. and
(ii) approximately $1 million has been used to fund working capital needs of
the Borrowers.

     5.     Post-Closing Conditions.  The Borrowers agreed to take the
following actions, or cause the Issuer or other relevant Persons to take the
following actions, by no later than August 15, 2000, and the Borrowers confirm
that all such actions have been taken as of the date hereof.:

     (a)     Corporate Proceedings of Borrowers and Issuer.  With respect to
each Borrower that is a corporation, limited liability company or similar
entity,  the Lender shall be provided with a copy of the resolutions (or
comparable authorizing document), in form and substance satisfactory to the
Lender, of the Board of Directors (or comparable governing body) of each such
Borrower authorizing and ratifying (i) the execution, delivery and performance
of this Note and the Pledge Agreement and (ii) the granting by it of the Liens
created pursuant to the Pledge Agreement, certified by the Secretary or an
Assistant Secretary (or comparable officer) of such Borrower, which
certificate shall be in form and substance reasonably satisfactory to the
Lender and shall state that the resolutions thereby certified have not been
amended, modified, revoked or rescinded and were in effect as of the Original
Closing Date.  With respect to the Foundation for the International Non-
governmental Development of Space ("FINDS"), the Lender shall be provided with
a copy of the resolutions of the Board of Directors (or comparable governing
body) of FINDS authorizing and ratifying the execution, delivery and
performance of the Pledge Agreement, certified by the Secretary or Assistant
Secretary of FINDS, which certificate shall be in form and substance
reasonably satisfactory to the Lender and shall state that the resolutions
thereby certified have not been amended, modified, revoked or rescinded and
were in effect as of the Original Closing Date.  With respect to the Issuer,
the Lender shall be provided with a copy of the resolutions of the Board of
Directors of the Issuer authorizing and ratifying the execution, delivery and

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performance of the Pledge Agreement to the extent set forth in the Pledge
Agreement, certified by the Secretary or Assistant Secretary of the Issuer,
which certificate shall be in form and substance reasonably satisfactory to
the Lender and shall state that the resolutions thereby certified have not
been amended, modified, revoked or rescinded and were in effect as of the
Original Closing Date.

     (b)     Incumbency Certificates.  The Lender shall be provided with a
certificate of the Issuer and of each Borrower that is a corporation, limited
liability company or similar entity as to the incumbency and signature of the
officers of such Borrower or Issuer executing the Note or the Pledge Agreement
reasonably satisfactory in form and substance to the Lender, executed by the
President or any Vice-President (or similar officer) and the Secretary or any
Assistant Secretary (or similar officer) of such Borrower or Issuer.

     (c)     Legal Opinions.  The Lender shall be provided with legal opinions
of counsel to the Borrowers and of counsel to the Issuer, each in form and
substance reasonably satisfactory to the Lender.

     (d)     Signature Guaranties.  To the extent that any stock power
provided to the Lender does not contain a signature guaranty at the time that
it is delivered to the Lender, the Lender shall be provided with replacement
stock powers containing a signature guaranteed by a participant of the
Securities Transfer Agents Medallion Program or another approved signature
guaranty program acceptable to the Securities and Exchange Commission, the
Securities Transfer Association and the transfer agent of the Issuer.

     6.     Covenants of Borrowers.  The Borrowers hereby agree that, so long
as the Note remains outstanding and unpaid or any other amount is owing to the
Lender hereunder or under the Pledge Agreement, each Borrower shall:

     (a)  Pay, discharge or otherwise satisfy at or before maturity or before
they become delinquent, as the case may be, all its material obligations of
whatever nature.

     (b)  In the case of each Borrower that is a corporation, limited
liability company or other similar entity, continue to engage in business
primarily of the same general types as now conducted by it, and preserve,
renew and keep in full force and effect the corporate, limited liability
company or other existence of such Borrower; and take all reasonable action to
maintain all rights, privileges and franchises necessary or desirable in the
normal conduct of its business, and comply with all Contractual Obligations
and Requirements of Law except to the extent that failure to maintain such
rights, privileges and franchises and to comply with Contractual Obligations
and Requirements of Law could not, in the aggregate, be reasonably expected to
have a Material Adverse Effect.

     (c)  Promptly give notice to the Lender of:  (i) the occurrence of any
Default or Event of Default; (ii) any default or event of default under any
Contractual Obligation of any Borrower or any Subsidiaries of any Borrower
which if not cured could reasonably be expected to have a Material Adverse
Effect; (iii) any litigation, investigation or proceeding affecting any
Borrower or any Subsidiaries of any Borrower (A) which is reasonably likely to
involve a payment of $250,000 or more not covered by insurance, (B) in which
injunctive or similar relief reasonably likely to have a Material Adverse
Effect is reasonably likely to be obtained or (C) which if not cured or if
adversely determined, as the case may be, could reasonably be expected to have
a Material Adverse Effect; and (iv) any development or event known to any
Borrower which could reasonably be expected to have a Material Adverse Effect.

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     (d)  At any time and from time to time, upon the Lender's request and at
the expense of the Borrowers, promptly and duly execute and deliver or cause
to be executed and delivered any and all further instruments and documents and
take such further action as the Lender may reasonably request to effect the
purpose of the Pledge Agreement.

     7.     Events of Default and Remedies.  If any of the following events
shall occur and be continuing:

     (a)  The Borrowers shall fail to pay any principal of or interest on the
Note when due in accordance with the terms hereof; or the Borrowers shall fail
to pay any other amount payable hereunder or under the Pledge Agreement within
three Business Days after any such other amount becomes due in accordance with
the terms hereof or thereof; or

     (b)  Any representation or warranty made or deemed made by any Borrower
in the Pledge Agreement or which is contained in any certificate, document or
statement furnished by any Borrower under or in connection with this Note or
the Pledge Agreement shall prove, either individually or in the aggregate, to
have been incorrect or misleading in any material respect on or as of the date
made or deemed made; or

     (c)  Any Borrower shall default in the observance or performance of any
covenant or other agreement contained in this Note or in the Pledge Agreement
(including, without limitation, the satisfaction of any post-closing condition
set forth in Section 5 of this Note); or

     (d)  Any Borrower shall fail to pay any of the Secured Obligations (as
defined in and set forth in the Pledge Agreement) when the same shall become
due and payable; or

     (e)  Any Borrower shall (i) default in any payment of principal of or
interest on any indebtedness (other than the loan that is the subject of this
Note) or in the payment of any guarantee obligation, aggregating $250,000 or
more, beyond the period of grace (not to exceed 30 days), if any, provided in
the instrument or agreement under which such indebtedness or guarantee
obligation was created; or (ii) default in the observance or performance of
any other agreement or condition following any applicable grace periods
relating to any indebtedness or guarantee obligation referred to in clause (i)
immediately above or contained in any instrument or agreement evidencing,
securing or relating thereto, or any other event shall occur or condition
exist, the effect of which default or other event or condition is to cause, or
to permit the holder or holders of any indebtedness referred to in clause (i)
immediately above or beneficiary or beneficiaries of such guarantee obligation
referred to in clause (i) immediately above (or a trustee or agent on behalf
of such holder or holders or beneficiary or beneficiaries) to cause, with the
giving of notice, lapse of time or both, if required, such indebtedness to
become due prior to its stated maturity or such guarantee obligation to become
payable, provided, however, that if the default described in this clause (e)
is cured, the Event of Default under this clause (e) shall simultaneously be
cured; or

     (f)  One or more judgments or decrees shall be entered against any
Borrower involving in the aggregate (for such Borrower or for all Borrowers
combined) a liability (to the extent not paid or covered by insurance less any
applicable and customary retention or deductible) of $250,000 or more, and all
such judgments or decrees shall not have been vacated, discharged, stayed or
bonded pending appeal within 30 days from the entry thereof; or
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     (g)  (i) The Pledge Agreement shall cease, for any reason, to be in full
force and effect (other than pursuant to the terms hereof or thereof), or any
Borrower shall so assert in writing or (ii) the Lien created by the Pledge
Agreement on any material portion of the Collateral shall cease to be
enforceable and of the same effect and priority purported to be created
thereby and, if such condition is correctable, such condition is not corrected
within 30 days;

     (h)  (i) Any Borrower shall commence any case, proceeding or other action
(A) under any existing or future law of any jurisdiction, domestic or foreign,
relating to bankruptcy, insolvency, reorganization or relief of debtors,
seeking to have an order for relief entered with respect to it, or seeking to
adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement,
adjustment, winding-up, liquidation, dissolution, composition or other relief
with respect to it or its debts, or (B) seeking appointment of a receiver,
trustee, custodian, conservator or other similar official for it or for all or
any substantial part of its assets, or any Borrower shall make a general
assignment for the benefit of its creditors; or (ii) there shall be commenced
against any Borrower any case, proceeding or other action of a nature referred
to in clause (i) above which (A) results in the entry of an order for relief
or any such adjudication or appointment or (B) remains undismissed,
undischarged or unbonded for a period of 60 days; or (iii) there shall be
commenced against any Borrower any case, proceeding or other action seeking
issuance of a warrant of attachment, execution, distraint or similar process
against all or any substantial part of its assets which results in the entry
of an order for any such relief which shall not have been vacated, discharged,
or stayed or bonded pending appeal within 60 days from the entry thereof; or
(iv) any Borrower shall take any action in furtherance of, or indicating its
consent to, approval of, or acquiescence in, any of the acts set forth in
clause (i), (ii), or (iii) above; or (v) any Borrower shall generally not, or
shall be unable to, or shall admit in writing its inability to, pay its debts
as they become due; then, and in any such event the principal of, and all
accrued interest on, this Note, and all other amounts owing under this Note or
the Pledge Agreement, shall immediately become due and payable upon written
demand of the Lender.

     8.     Tax Indemnification.  (a)  Any and all payments by or on account
of any obligation of the Borrowers hereunder or under the Pledge Agreement
shall be made free and clear of and without deduction for any Indemnified
Taxes or Other Taxes; provided that if any Borrower shall be required to
deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the
sum payable shall be increased as necessary so that after making all required
deductions of Indemnified Taxes and Other Taxes (including deductions
applicable to additional sums payable under this Section) the Lender receives
an amount equal to the sum it would have received had no such deductions been
made, (ii) the relevant Borrower shall make such deductions and (iii) the
relevant Borrower shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.

     (b)  In addition, the Borrowers shall pay any Other Taxes to the relevant
governmental or taxing authority in accordance with applicable law.

     (c)  The Borrowers hereby indemnify the Lender for the full amount of any
Indemnified Taxes or Other Taxes paid by the Lender on or with respect to any
payment by or on account of any obligation of the Borrowers hereunder or under
the Pledge Agreement (including Indemnified Taxes or Other Taxes imposed or
asserted on or attributable to amounts payable under this Section) and any
penalties, interest and reasonable expenses arising therefrom or with respect
thereto, whether or not such Indemnified Taxes or Other Taxes were correctly

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or legally imposed or asserted by the relevant Governmental Authority, unless
such penalties, interest or expenses are incurred solely as a result of any
gross negligence or willful misconduct of the Lender.  A certificate setting
forth in reasonable detail the amount of such payment or liability and the
reasonable basis of such payment or liability delivered to the Borrowers by
the Lender shall be conclusive absent manifest error.

     (d)  As soon as practicable after any payment of Indemnified Taxes or
Other Taxes by any Borrower to a Governmental Authority, such Borrower shall
deliver to the Lender the original or a certified copy of a receipt issued by
such Governmental Authority evidencing such payment, a copy of the return
reporting such payment or other evidence of such payment reasonably
satisfactory to the Lender.

     9.     Governing Law.  This Note shall be construed and enforced in
accordance with and governed by the internal laws of the State of New York
without reference to principles of conflicts of law, including all matters of
construction, validity and performance.

     10.     Amendments, Etc.  Any amendment, modification or waiver of any
term or provision of this Note must be in writing and signed by the Lender.
Any such waiver will be effective only in the specific instance and for the
specific purpose for which it is given.

     11.     Successors and Assigns.  All the covenants, stipulations,
promises and agreements contained in this Note by or on behalf of the
Borrowers shall bind their respective successors and assigns, whether so
expressed or not.

     12.     Headings.  The headings of the sections and paragraphs of this
Note are for purposes of reference only and shall not limit or define the
meaning hereof.

     13.     Submission to Jurisdiction; Waiver of Immunity; Agent for Service
of Process.  For the purpose of assuring that the Lender may enforce its
rights under this Note, each Borrower, for itself and its successors and
assigns, hereby irrevocably (a) agrees that any legal or equitable action,
suit or proceeding against any Borrower arising out of or relating to this
Note or any transaction contemplated hereby or the subject matter of any of
the foregoing may be instituted, at the election of the Lender, in any state
or federal court in the State of Virginia (including, without limitation, the
U.S. Federal District Court for the Eastern District of Virginia) or in any
state or federal court in the State of Florida, (b) waives any objection which
it may now or hereafter have to the venue of any action, suit or proceeding,
(c) irrevocably submits itself to the nonexclusive jurisdiction of any state
or federal court of competent jurisdiction in the State of Virginia or the
State of Florida, and (d) irrevocably waives any immunity from jurisdiction to
which it might otherwise be entitled in any such action, suit or proceeding
which may be instituted in any state or federal court of the State of Virginia
or the State of Florida, and any immunity from the maintaining of an action
against it to enforce any judgment for money obtained in any such action, suit
or proceeding and, to the extent permitted by applicable law, any immunity
from execution.  Not later than August 15, 2000, each Borrower shall
irrevocably designate and appoint CT Corporation System (or any successor
corporation), at its office in Virginia and its office in Florida, as its
authorized agent to accept and acknowledge on its behalf service of any and
all process which may be served in any such action, suit or proceeding with
respect to any matter as to which it has submitted to jurisdiction as set
forth in this Section 13 and agrees that service upon such authorized agent

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shall be deemed in every respect service of process upon such Borrower or its
successors or assigns, and, to the extent permitted by applicable law, shall
be taken and held to be valid personal service upon it.  Each Borrower will
take all action necessary to ensure that such Borrower shall at all times have
an agent for service of process for the above purposes in the State of
Virginia and the State of Florida.  This Section 13 does not affect the right
of the Lender to serve process in any other manner permitted by law or to
commence legal proceedings or otherwise proceed against any Borrower in any
jurisdiction.

     14.     Notices, Etc.  All notices and other communications provided for
hereunder must be in writing (including telegraphic, telex, telecopy or cable
communication) and must be sent (a) if to any Borrower, at its address set
forth below, (b) if to Lender, at 450 Royal Palm Way, Suite 450, Palm Beach,
FL 33480, Telephone: 561-655-7550, Facsimile: 561-655-9692, or (c) as to each
party, at such other address as shall be designated by such party in a written
notice to the other parties.  All such notices and communications are
effective when received.

     The notice addresses for the respective Borrowers are as follows:

          (a)      If to Gold & Appel:

                   Omar Hodge Building
                   Wickams Cay
                   Road Town, Tortolla
                   British Virgin Islands

      with copies to:

                   Sean P. McGuinness
                   Swidler Berlin Shereff Friedman, LLP
                   3000 K Street NW
                   Washington, D.C.  20007-5116
                   Facsimile: 202-424-7643

       and

                   Walter C. Anderson
                   Revision LLC
                   1023 31st Street, NW
                   Suite 300
                   Washington, D.C.  20007
                   Facsimile: 202-736-5065

          (b)     If to Revision:

                   Revision LLC
                   1023 31st Street, NW
                   Suite 300
                   Washington, D.C.  20007
                   Attention: Walter C. Anderson
                   Facsimile: 202-736-5065


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        with a copy to:

                   Sean P. McGuinness
                   Swidler Berlin Shereff Friedman, LLP
                   3000 K Street NW
                   Washington, D.C.  20007-5116
                   Facsimile: 202-424-7643

          (c)     If to Anderson:

                  c/o Revision LLC
                  1023 31st Street, NW
                  Suite 300
                  Washington, D.C.  20007
                  Attention: Walter C. Anderson
                  Facsimile: 202-736-5065

          with a copy to:

                  Sean P. McGuinness
                  Swidler Berlin Shereff Friedman, LLP
                  3000 K Street NW
                  Washington, D.C.  20007-5116
                  Facsimile: 202-424-7643


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     IN WITNESS WHEREOF, the Borrowers have caused this Note to be duly
executed and delivered personally or by their representative officers or
agents thereunto duly authorized as of the date first above written.

                                    GOLD & APPEL TRANSFER, S.A.


                                    By: /s/ Walter C. Anderson
                                       ----------------------------
                                        Walter C. Anderson,
                                        Attorney-in-Fact

                                    REVISION LLC

                                    By: /s/ Walter C. Anderson
                                       ----------------------------
                                        Walter C. Anderson,
                                        Manager


                                    WALTER C. ANDERSON

                                     /s/ Walter C. Anderson
                                    ----------------------------
                                     Walter C. Anderson