WORLDCOM

                                    WHOLESALE
                            MASTER SERVICES AGREEMENT

                    This WHOLESALE MASTER SERCVICES AGREEMTN

Between  SWIFTNET LTD
(the "Customer") and WorldCom International Limited ("WorldCom") (together,  the
"Parties"),  in addition to the relevant Service Order(s) issued and accepted in
accordance with this Agreement, establishes the terms and conditions under which
terms and conditions the Parties hereby agree.



Parties


Customer:                                     WorldCom:

Office Address:                               Office Address:
Britannia House
960 High Road                                 10 Fleet Place
London N12 9RY                                London
                                              EC4M 7RB

                                              Registered No:  2776038


Address for Notices:                          Address For Notices:

As above                                      As above, for the attention of the
                                              International Commercial Contracts
                                              Manager







Terms and Conditions

1.       Definitions

     1.1 In this  Agreement  the  following  terms and  phrases  shall  have the
following meanings:  "Acceptance Date" shall mean the date on which the Customer
accepts  or is  deemed  to accept  the  Service  in  accordance  with  Clause 3.
"Acceptance  Tests" shall mean the tests to be carried out by WorldCom  pursuant
to  Clauses  3.1 and 3.4.  "Act"  shall  mean the  Telecommunications  Act 1984.
"Agreement"  shall mean this Wholesale Master Services  Agreement  together with
any  Service  Orders and  annexes  hereto.  "Business  Day" shall mean every day
excluding Saturdays,  Sundays and national holidays in England. "Business Hours"
shall mean the hours between 0800 to 1830 every  Business Day.  "Charges"  shall
mean the charges  payable by the Customer to WorldCom for the Service as set out
in the relevant  Service Order and revised from time to time in accordance  with
Clause 4.3.  "Confidential  Information" shall mean all information (in whatever
format)  designated  as such by  either  Party  together  with  all  such  other
information  which  relates  to  the  business,  affairs,  customers,  products,
developments,  trade  secrets,  know-how and personnel of either Party and which
may  reasonably be regarded as the  confidential  information  of the disclosing
Party.  "Customer  Equipment"  shall  mean  equipment,   systems,   cabling  and
facilities  provided by the  Customer and used in  conjunction  with the Service
Equipment  in order to obtain the  Service.  "Customer  Site"  shall mean a site
specified in a Service Order at which the Service is to be provided.  "Emergency
Works"  shall  have the same  meaning  as is  given  to  emergency  works in the
Telecommunications  Code.  "Fault"  shall  mean  a  material  defect,  fault  or
impairment  in a Service which causes an  interruption  in the provision of that
Service.  "Force Majeure Event" shall mean any cause beyond a Party's reasonable
control affecting the performance of its obligations hereunder including but not
limited to fire, flood, explosion,  accident, war, strike, embargo, governmental
requirement,  civil or  military  authority,  Act of God,  inability  to  secure
materials,  industrial  disputes  and acts or  omissions  of other  providers of
telecommunications   services.   "Network"  shall  mean  the   telecommunication
system(s)  that WorldCom has the right to run under the Act.  "Ready for Service
Notification" means a notification supplied in accordance with Clause 3.1 or 3.4
by WorldCom to the Customer on successful  completion of the  Acceptance  Tests.
"Service" shall mean the specific switched  telecommunications  service supplied
by WorldCom to the Customer as described in the relevant Service Order. "Service
Equipment" shall mean the equipment, systems, cabling and facilities provided by
WorldCom  at the  Customer  Site in order to make  available  the Service to the
Customer  including  Telecommunications  Apparatus,  Service Equipment shall not
include the Network or any equipment  which is the subject of a separate  supply
contract between WorldCom and the Customer. "Service Order" shall mean a request
for Service  delivered  by the  Customer to WorldCom and accepted by WorldCom in
accordance  with  Clause  2.2.  "Service  Term"  shall mean in  relation  to any
particular  Service (unless  otherwise stated in the relevant Service Order) one
year from the Acceptance Date. "Telecommunication Apparatus" shall have the same
meaning  as  is  given  to  that  expression  in  the  Telecommunications  Code.
"Telecommunications  Code" shall mean the Code set out at Schedule 2 of the Act.
"WorldCom  Affiliate"  shall mean any company of which  WorldCom is a Subsidiary
and any  Subsidiary  of such company and any  Subsidiary  of WorldCom,  the term
"Subsidiary" having the meaning ascribed thereto in Sections 736 and 736A of the
Companies Act 1985.

     1.2  Reference  in this  Agreement  to any statute or  statutory  provision
include,  unless the context otherwise  requires,  references to that statute or
provision as from time to tome amended, extended or re-enacted.

2.  Service

     2.1 The Customer may from time to time deliver to WorldCom  Service  Orders
on the  terms  of this  Agreement.  Any  Service  Orders  shall  be in the  form
specified  from time to time by WorldCom  and  notified to the  Customer or such
other form as the  Customer  may deliver to  WorldCom  and  WorldCom  may in its
discretion accept.

     2.2 Each  Service  Order shall be binding on both  parties only after it is
accepted and signed by WorldCom,  such acceptance to include the carrying out of
credit checks pursuant to Clause 4.8. In the event of any inconsistency  between
a Service Order and this Agreement, the Service Order shall take precedence.

     2.3   WorldCom   reserves  the  right  to  use   WorldCom   Affiliates   or
subcontractors  to  eprform  some  or  all  of  its  duties  and/or  obligations
hereunder.

     2.4  Subject to the  provisions  of Clauses  2.5 and 2.6 the  Customer  may
resell the Services to third parties. 2.5 The Customer shall not in its dealings
with third parties: 2.5.1 except with WorldCom's prior written consent, refer to
WorldCom in any marketing or services literature; 2.5.2 purport to act on behalf
of or represent itself as acting on behalf of WorldCom. 2.5.3 Seek to resell the
Service to other WorldCom customers.

     2.6 The Customer shall indemnify  WorldCom and shall hold WorldCom harmless
against any claims or proceedings  brought by third parties against  WorldCom in
respect of the resale of the Services by the Customer to such third parties.

3.   Acceptance Tests

     3.1 Prior to the  provision of the  Service,  WorldCom  shall  conduct such
Acceptance  Tests  as  it  considers  to  be  appropriate  and  upon  successful
completion  of such  Acceptance  Tests shall deliver to the Customer a Ready for
Service Notification.  3.2 The Customer shall, within seven (7) days of delivery
to it of a Ready for Service Notification in accordance with Clauses 3.1 or 3.4,
notify WorldCom of any Fault.

     3.3 In the event that the  Customer  fails to notify  WorldCom of any Fault
with the  Service  in  accordance  with  Claus  3.2 it shall be  deemed  to have
accepted  the  Service on the date of  delivery  to it of the Ready for  Service
Notification. 3.4 In the event that the Customer notifies WorldCom of a Fault in
accordance  with Clause 3.2,  WorldCom  shall use all  reasonable  endeavours to
rectify the Fault and upon such rectification shall conduct Acceptance Tests and
deliver to the Customer a further Ready for Service  Notification in relation to
that Service in accordance with this Clause 3.

4.  Payment

     4.1 The Customer shall be liable for the Charges from the  Acceptance  Date
in accordance with this Clause 4. 4.2 WorldCom shall be entitled to increase the
Charges by written notice to the Customer.

     4.2.1 at any time  upon the  expiry  of a seven  (7) day  period  following
delivery of such notice;

     4.2.2. in accordance with Clauses 4.7 and 4.11.1.

     4.3 Charges shall accrue from the date on which the Customer  commences use
of the Service and may be invoiced monthly in arrears. 4.4 All invoices shall be
paid within one month of the date thereof.

     4.5 All sums due to WorldCom are exclusive of value added tax and any other
applicable  sales  tax or duty  which  shall  be  invoiced  and  payable  at the
prevailing rate. 4.6 Interest shall accrue on overdue invoices from the due date
until payment  (whether  before or after judgment) at the annual rate of two (2)
percent  above the base  lending  rate  from  time to time of the Royal  Bank of
Scotland  Plc.  Interest  shall  accrue  notwithstanding   termination  of  this
Agreement for whatever reason.

     4.7 If there is a minimum spend commitment contained in a Service Order the
Customer  agrees to meet such  commitment  in respect of each  period of minimum
spend  commitment  except  where and to the  extent  that  failure  to meet such
commitment is as a result of WorldCom's  negligence or breach of this Agreement.
Failure to meet such minimum spend commitment shall, in addition to constituting
a material  breach of this Agreement,  entitle  WorldCom to increase the Charges
for that Service with effect from the commencement of the relevant period to the
prevailing WorldCom standard wholesale rate.

     4.8 WorldCom  reserves  the right to carry out a credit  check  against the
Customer  prior to the acceptance by WorldCom of any Service Order in accordance
with Clause 2.2 and  subsequent  to the  carrying  out of such credit  check may
request  from the  Customer  a cash  deposit or letter of credit in a form to be
approved by  WorldCom  and issued by a bank  acceptable  to lit in an amount not
exceeding the total Charges which WorldCom might reasonably  expect the Customer
to incur during the Service Term.

     4.9 In the event that the Charges  incurred by the Customer  and  remaining
unpaid  during any three (3) month period shall exceed the amount of any initial
deposit or letter of credit  provided by the Customer to WorldCom in  accordance
with this Claus 4.  WorldCom  may  request an  additional  amount by way of cash
deposit or letter of credit,  acceptable to WorldCom, such that the total amount
of any cash deposit or letter of credit shall not exceed the total Charges which
WorldCom  might  reasonably  expect the Customer to incur during any twelve (12)
month period.

     4.10 The  Customer  acknowledges  that any failure by it to comply with any
request made by WorldCom  under  Clauses 4.8 or 4.9 shall  constitute a material
breach of this  Agreement.  4.11 In the event  that the  Customer  fails to make
payment in accordance  with Clause 4.4 of invoices  delivered to it under Clause
4.3  WorldCom  shall be entitled  in addition to any remedy  which it might have
under this Agreement or otherwise at law:

     4.11.1 where applicable in respect of any Service forthwith to increase the
Charges to the prevailing WorldCom standard wholesale rate for such Service;

     4.11.2 to set off any sums owing to it against  any cash  deposit or letter
of credit provided to WorldCom in accordance with this Clause 4;

     4.11.3 to terminate this Agreement in accordance with Claus 11.5



5.Service Maintenance

Except in the case of Emergency Works, WorldCom shall give no less than seven(7)
days  prior  written  notification  to the  Customer  of all  scheduled  Service
maintenance  ,  alterations  or  suspensions  which shall  affect the  Customer.
Wherever possible  WorldCom shall endeavour to perform these activities  outside
Business  Hours  and in  such  a way  as to  minimise  any  interruption  in the
provision of Services.

6.Fault Resolution

     6.1 Worldom  shall use all  reasonable  endeavours  to correct any Fault of
which it is notified as possible.

     6.2 For the  purposes  of this  Clause  6, a Fault  shall be deemed to have
commenced upon the notification of the Fault to WorldCom.

     6.3 The Customer may terminate a Service by notice to WorldCom, such notice
to take  effect  upon  the  expiry  of one  Business  Day,  in the  event of the
occurrence  in  relation to any Service  provided  thereunder.  6.3.1of a single
Fault  affecting  that  Service  for a  continuous  period  of  eight(8)  hours;
6.3.2during  any  continuous  twelve(12)  month period,  of Faults which,  taken
cumulatively, affect that Service for a period exceeding twenty-four(24) hours.

     6.4 For the  purposes of this Clause 6, a Fault shall not be deemed to have
occurred  where such  Fault is caused by the act or  omission  of the  Customer,
Force Majeure Events, Service suspensions for Emergency Works pursuant to Clause
8 or the failure or malfunction of Customer Equipment.

     6.5 The Customer  shall pay all  reasonable  costs  incurred by WorldCom in
remedying any Fault which is attributable  to: (i) the  negligence,  wilful act,
omission, breach, or fault of the Customer or its agents, or (ii) the failure or
malfunction of Customer Equipment.

7.Relocation

The  Customer  may  request  the  provision  of a Service  at an  additional  or
substitute Customer Site by delivering to WorldCom an appropriate Service Order.

8.Service  Suspension

     8.1 WorldCom may, in its sole discretion and without prejudice to any right
it might have to terminate the Agreement,  elect to suspend forthwith  provision
of the Service until  further  notice in the event that (i) WorldCom is entitled
to  terminate  this  Agreement;  or (ii)  WorldCom  is obliged to comply with an
order,  instruction or request of government,  an emergency service organisation
or other competent administrative authority which affects its ability to provide
the Service, or (iii) WorldCom needs to carry out Emergency Works to the Network
or Service Equipment.

     8.2 In the event that  WorldCom  exercises its right to suspend the Service
pursuant to Clause 8.1 it shall,  whenever  reasonably  practicable,  give prior
notice to the Customer,  which notice shall state the grounds of such suspension
together  with an  estimate  of the  anticipated  duration  of such  suspension.
WorldCom shall use all reasonable  endeavours to resume provision of the Service
as soon as possible.

     8.3 In the event that the Service,  is suspended  as a  consequence  of the
breach,  fault,  act or  omission of the  Customer,  the  Customer  shall pay to
WorldCom all reasonable  costs and expenses  incurred by the  implementation  of
such  suspension  and/or  recommencement  of the  provision  of the  Service and
WorldCom  may recover  any other  losses  suffered  as a result of such  breach,
fault, act or omission.  8.4WorldCom shall not be liable for any loss, damage or
inconvenience suffered by the Customer as a result of any suspension pursuant to
Clause  8.1 save  where  the  circumstances  set out in  Clause  8.1 are  solely
attributable to the negligence of WorldCom.

9.Warranties

     9.1 In performing its obligations  under this Agreement,  WorldCom shall at
all  times  exercise  the  reasonable  skill  and  care  of a  competent  public
telecommunications operator.

     9.2 There are no warranties,  representations  or agreements,  expressed or
implied  either by  operation  of law,  statutory  or  otherwise,  except  those
expressly  set  forth  herein  and any such  implied  warranties  are  expressly
excluded.

10.Liability

     10.1  Subject  to Clause  10.4 and  notwithstanding  anything  else in this
Agreement,  each Party's  liability to the other in  contract,  tort  (including
negligence  or  breach of  statutory  duty) or  otherwise  under or  arising  in
connection with this Agreement shall be limited to:

     10.1.1  (pound)1,000,000  (one  million  pounds)  per  event or  series  of
connected events; and 10.1.2 (pound)2,000,000 (two million pounds) in any twelve
month period.

     10.2 Norwithstanding  anything else in this Agreement,  neither Party shall
in any event be liable to the other in contract,  tort (including  negligence or
breach or statutory  duty) or otherwise  for  indirect or  consequential  losses
under or arising in connection  with  Agreement  including,  but not limited to,
harm, lost revenues, loss of anticipated savings or lost profits.

     10.3 Should any limitation or provision contained in this Clause 10 be held
invalid under any  applicable  statute or rule of law it shall to that extent be
deemed  omitted.  10.4Nothing  in this  Agreement  shall  serve to limit  either
Party's  liability in respect of death or personal  injury  caused by or arising
from that Party's negligence.




11. Term and Termination

     11.1 This Agreement  shall be in effect from the date first stated overleaf
or the date the first  Service  Order between the Parties is signed by WorldCom,
whichever is earlier,  and shall continue  unless  terminated in accordance with
this Clause 11.

     11.2  Either  Party may  terminate  a Service  by notice to the other  such
notice to take effect:

     11.2.1 on the expiry of a thirty (30) day period following delivery of such
notice once the relevant Service Term has expired;

     11.2.2  forthwith  if, in  relation  to that  Service,  the other Party has
committed a material breach which is incapable of remedy;

     11.2.3  forthwith  if, in  relation  to that  Service,  the other Party has
committed a material breach which is capable of remedy (other than as set out in
Cause 11.5) but which it fails to remedy within fifteen (15) days of having been
notified of such breach;


     11.2.4  forthwith  if, in relation to that  Service,  a Force Majeure Event
continues for a period exceeding three (3) months.

     11.3 The Customer may terminate a Service upon the  occurrence of Faults in
relation thereto as provided in Cause 6.3.

     11.4  Either  Party may  terminate  this  Agreement  by notice to the other
Party. Such notice to take effect forthwith:

     11.4.1 in the event of a material  breach  relating  to all  Service by the
other which is incapable of remedy;

     11.4.2 in the event of a material  breach  relating to all  Services by the
other  which as capable  of remedy ( other  than as set out in Clause  11.5) but
which it fails to remedy  within  fifteen  (15) days of having been  notified of
such breach;

     11.4.3 in the event of a Force Majeure  Event  relating to all Service that
continues for a period exceeding three (3) months;

     11.4.4  where no Service  have been  supplied  under this  Agreement  for a
period exceeding three (3) months;

     11.4.5 if the other has a receiver or an administrative  receiver appointed
over it or over any part of its undertaking or assets or passes a resolution for
winding  up  (other  than for the  purpose  of a bona  fide  scheme  of  solvent
amalgamation or  reconstruction)  or a Court of competent  jurisdiction makes an
order to that effect or if the other Party becomes subject to an  administration
order or enters into any voluntary  arrangement  with its creditors or ceases or
threatens to cease to curry business.

     11.5  WorldCom may terminate  this  Agreement on ten(10) days notice to the
Customer in event of a failure by the  Customer to pay  invoices  falling due in
accordance with Clause 4.4.

     11.6  Upon  termination  of this  Agreement  all  services  shall,  without
prejudice to the parties  accrued rights and obligations  with respect  thereto,
terminate forthwith.

     11.7  Termination of this  Agreement  shall not relieve the Customer of its
obligation to pay any charges incurred  hereunder or the continuance in force of
Clauses 4, 10, 11, 12, 19, 24 and 25.




12 Customer Obligations

     12.1 The  Customer  shall  grant or shall  procure the grant to WorldCom of
such rights of access to each  Customers Site and shall provide to WorldCom such
facilities and  information  as WorldCom may reasonable  require to enable it to
perform its obligations under this Agreement.

     12.2 The Customer shall notify WorldCom of any existing  technical or other
facilities  including,  but not limited to, water and gas which could be damaged
during the  installation  of the Service  Equipment  and WorldCom  shall have no
liability in respect of any damage or loss arising out of the Customer's failure
to comply with this Clause 12.2.

     12.3  The  Customer  shall  at  its  own  expense  comply  with  WorldCom's
reasonable  instructions  in  relation  to  the  modification  of  the  Customer
Equipment to enable the Customer to receive the Service.

     12.4 The  Customer  shall be liable for any and all  damage to the  Service
Equipment  or the  Network  which  is cause  by (i) the act or  omission  of the
Customer  or the  Customer's  breach  of the  terms of this  Agreement;  or (ii)
malfunction or failure of any equipment or facility  provided by the Customer or
its agents, employees, or suppliers,  including but not limited to, the Customer
Equipment.

     12.5 The  Customer  shall  identify,  monitor,  remove,  and dispose of any
hazardous  materials prior to any work being performed by WorldCom at a Customer
Site, and the Customer shall indemnify,  defend, and hold WorldCom harmless from
any liability  incurred in the use of or in connection with hazardous  materials
at a Customer Site.

     12.6 The Customer warrants that it holds such licences under the Act as are
required to run and connect the  Customer  Equipment  to the Network and Service
Equipment  and that (where  relevant) it has in force in respect of the Customer
Equipment a maintenance contract with a maintainer  designated under the Act and
shall  comply  with the Act.  WorldCom  reserves  the  right to  disconnect  any
Customer  Equipment  which is not  approved  under the Act or is liable to cause
death or  personal  injury  or to cause  damage  to or to  impair  the  Network.
WorldCom  shall in no event be liable in  respect of the  Customer's  failure to
comply with the provisions of this Clause 12.6

     12.7 The Customers shall obtain and hereby grants to WorldCom all licences.
Waivers,  consents,  or registrations  necessary to deliver,  install,  and keep
installed  at the  Customer  Site the Service  Equipment.  WorldCom  may in this
respect  advise  the  Customer  of  requirements  and the date by which they are
required to be fulfilled in a schedule of requirements.

     12.8 The Customer warrants and undertakes:

     12.8.1  that it shall  house  the  Service  Equipment  in  accordance  with
WorldCom's reasonable instructions as may be given from time to time;

     12.8.2 that it shall not move,  modify  ,relocate,  or in anyway  interfere
with the Service Equipment or Network;


     12.8.3  that it shall not  cause  the  Service  Equipment  to be  repaired,
serviced,
or otherwise attended to except by an
         authorised representative or WorldCom;

     12.8.4  that it  shall  ensure  and  keep  insured  all  Service  Equipment
installed at each Customer Site against all risks;

     12.8.5 that it shall not remove,  tamper with, or  obliterate  any words or
labels on the Service Equipment;

     12.8.6 that it shall not create or allow any charges,  liens,  pledges,  or
other encumbrances  whatsoever to be placed on the Service  Equipment.  Title to
the  Service  Equipment  shall at all times  belong  and  remain  with  WorldCom
Affiliate;

     12.8.7  that it shall use the  service  Equipment  only for the  purpose of
receiving  the Service from  WorldCom  and in  accordance  with such  reasonable
written instructions as WorldCom may from time to time give;

     12.8.8 that it shall  permit  WorldCom  to inspect  and/or test the Service
Equipment at all reasonable  times;  12.8.9 that, upon  termination of a Service
Order,  it shall  allow  WorldCom  access to each  Customer  Site to remove  the
Service  Equipment.  Should any  construction or alteration to the Customer Site
have  occurred to  facilitate  provision of the service,  WorldCom  shall not be
obliged to restore  the  Customer  Site to the same  physical  state as prior to
Service delivery.

     12.9 The Customer shall advise WorldCom in writing of all health and safety
at work rules and regulations,  of all dangerous objections and substances,  and
any  reasonable  security  requirements  applicable  at the Customer  Site,  and
WordCom  shall  use all  reasonable  efforts  to  observe  and  ensure  that its
employees and  authorised  representatives  observe such  regulations so advised
while  at the  Customer  Site ,  provided  that  WorldCom  shall  not be  liable
hereunder  if as a result of  conforming  with such  regulations  WordCom  is in
breach of its obligations under this Agreement.

     12.10  The  customer  warrants  and  undertakes  that it shall  not use the
Service  for any illegal or unlawful  purpose  and shall  indemnify  WorldCom in
respect of any  liability  incurred  as a result of a breach by the  customer of
this Clause12.10

13. Severability

     If any provision of this  Agreement is held by a court or any  governmental
     agency or authority to be invalid, void, or unenforceable, the remainder of
     this  Agreement  shall to the extent  possible  remain  legal,  valid,  and
     enforceable.

14. Variation

     This  Agreement  shall be modified  only by the written  agreement  of both
     parties.

15. Force Majeure

     Not withstanding herein to the contrary,  neither Party shall be liable for
     any  delay  or  delay  or  failure  in  performance  of any  part  of  this
     Agreement(other  than the payment  obligations  set out in clause 4) to the
     extent  that such delay or a failure  is  attributable  to a Force  Majeure
     Event.  Any such delay or failure is attributable to a Force Majeure Event.
     Any such delay or failure  shall  suspend  this  Agreement  until the Force
     Majeure  Event ceases and the Service Team of any Service  affected by such
     Force Majeure Event shall be extended by the length of the suspension.

     16. No Licence No licence with respect to the Service Equipment, express or
implied, is granted by WorldCom pursuant to this Agreement.

     17.Counterparts  This  agreement may be executed in  counterparts,  each of
which shall be deemed an original,  but both of which shall  constitute the same
instrument.

     18.No  Partnership  Nothing in this  Agreement  and no action  taken by the
Parties  pursuant to this agreement shall  constitute or be deemed to constitute
between  the  Parties  a  partnership,  association,  joint  venture,  or  other
co-operative entity.


19. Confidentiality

     19.1 Subject to Clause 19.2, each Party shall:

     19.1.1 only us Confidential Information for the purposes of this Agreement;
and

     19.1.2 only  disclose  Confidential  information  to a third party with the
prior written consent of the other Party; and 19.1.3 ensure that any third party
to  whom  Confidential  Information  is  disclosed  executes  a  confidentiality
undertaking in the terms of this Clause 19.

     19.2 The  provisions  of Clause  19.1  shall not apply to any  Confidential
Information which:

     19.2.1 is in or comes into the public  domain  other than by breach of this
Clause 19;

     19.2.2 is or has been independently generated by the recipient Party;

     19.2.3 is properly disclosed pursuant to a statutory obligation,  the order
of a court of competent jurisdiction or that of a competent regulatory body.

20. Assignment

     Neither Party may assign this Agreement  without the written consent of the
     other Party (which  consent  shall not be  unreasonably  withheld or unduly
     delayed),  except  that  WorldCom  may assign any and all of its rights and
     obligations  hereunder (I) to any WorldCom Affiliate,  (ii) pursuant to any
     sale or  transfer of  substantially  all the assets of  WorldCom,  or (iii)
     pursuant to any financing, merger, or reorganisation of WorldCom.

21. No Waiver

     Failure by either Party to exercise or enforce any right  conferred by this
     Agreement  shall  not be  deemed  to be a waiver  of any such  right nor to
     operate so as to bar the exercise or enforcement of any such or other right
     on any later occasion.

22. Notices

     Any notice required or authorised to be delivered by one Party to the other
     under this Agreement  shall be delivered by prepaid  registered  post or by
     facsimile  transmission  (immediately  confirmed  by post)  to the  address
     stated  for that  Party  above and  shall be deemed to have been  served 48
     hours after such posting or such transmission, except that the Customer may
     give notice to  WorldCom by  telephone  on the number  stated  above (or as
     notified to the Customer from time to time) which notice shall be deemed to
     be given upon the  allocation by WorldCom to the Customer of a fault report
     number.

23.      Entire Agreement

     This  Agreement  expresses  the  entire  understanding  of the  Parties  in
     relation  to the  Service  and  replaces  any  and all  former  agreements,
     understandings,  solicitations, offers, and representations relating to the
     Services.

23.      Dispute Resolution

     In the event of a dispute  between the parties  concerning  this  Agreement
     each of the parties shall, in the first instance,  bring the dispute at the
     earliest  opportunity to the attention of a Director or similar  officer of
     such Party.

24.      Governing Law

     This Agreement shall be governed by English Law and the Parties irrevocably
     agree to the exclusive jurisdiction of the English courts.

     IN WITNESS WHEREOF,  the Parties,  intending hereby to be legally bound, by
     their  authorised  officers,  have executed this Agreement on the date here
     written.

     Customer:    Swiftnet Ltd                 WorldCom International Limited
     /s/:                                      /s/:
     Name:  A Keinan                           Name:  Tim Barclay
     Title:  MD                                Title: Manager
     Date:  3.6.98                             Date:  20.7.98