<PAGE>
                         Klett Lieber Rooney & Schorling

                           A PROFESSIONAL CORPORATION
                          40TH FLOOR, ONE OXFORD CENTRE
                         PITTSBURGH, PENNSYLVANIA 15239
                            TELEPHONE (412) 292-2000


                                  July 27, 1999


Via Facsimile  (212)949-7052

Joseph P. Connors, Esq.
Snow Becker Krauss P.C.
605 Third Avenue
New York, NY 10158-0125

         Re:      WorldCom Network Services, Inc. v. PICK Communications Corp.
                  ------------------------------------------------------------

Dear Mr. Connors:

         Reference is made to my letter to Mr. Lutzker dated July 21, 1999,
which is superceded in all respects by this letter. Based upon our
conversations, and discussions with my client, WorldCom Network Services, Inc.
("WorldCom"), has agreed to modify the terms of the prior letter dated July 21,
1999, as set forth below. The terms and conditions to WorldCom's forbearance
contained in this letter must be accepted by your client no later than 5:00
p.m., Central Time, today, July 27, 1999, otherwise WorldCom will be forced to
proceed with its litigation and other efforts to protect its rights and collect
on the outstanding debt. Please accept this revised letter as an outline of the
workout agreement reached between our respective clients on Friday, July 16,
1999, with respect to the approximately $1.2 million owned by PICK
Communications Corp. ("PICK") to WorldCom. I have also enclosed a redlined copy
of this letter for your convenience.

         The terms of the agreement between the parties are as follows:

         1. PICK acknowledges and affirms that (a) as of June 30, 1999, it owed
WorldCom $1,256,622.17 (collectively with accrued and accruing interest, the
"Indebtedness"), (b) since June 30, 1999, no payments have been made on the
Indebtedness; (c) interest on the Indebtedness has accrued and is accruing from
such date at the rate of eighteen percent (18) per annum, pursuant to the
Settlement Agreement dated as of April 15, 1999, by and between WorldCom and
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Joseph P. Connors, Esq.
July 27, 1999
Page 2

PICK, and (d) the Indebtedness is not subject to any rights of setoff or
recoupment, counterclaims or defenses of PICK.

         2. PICK has requested that WorldCom agree to restructure the
Indebtedness by, among other things, agreeing to forbear from taking actions
(such as continuing the litigation captioned above) to collect the Indebtedness,
and to discontinue, without prejudice, the current judicial proceedings against
PICK until January 16, 2000, with the option to extend such forbearance through
January 16, 2001, at PICK's discretion.

         3. As consideration for WorldCom's agreement to restructure the
Indebtedness and WorldCom's agreement to forbear from taking actions to collect
the same until January 16, 2000, PICK agrees to execute and deliver to WorldCom,
on or before ten (10) days from the date of this letter, a six month promissory
note (payable on January 16, 2000 (the "Note") in the principal amount of the
Indebtedness (calculated as of the date of the Note), which contains the
following provisions (a) interest shall accrue at the rate of sixteen percent
(16%) per annum; (b) interest and principal shall be payable at the maturity of
the Note; and (c) PICK shall have the right to prepay the amounts due under the
Note, without penalty.

         4. Each of PICK, PICKnet, Inc. ("PICKnet") and any and all other
affiliates of PICK or PICKnet which receive, directly or indirectly, proceeds
from the sale of PICK's and/or PICKnet's telephony business and any subsidiary
or affiliate which is organized as an Internet service provider, as contemplated
by PICK's current business plan (each such entity, a "Benefitted PICK Entity"
and collectively with PICK and PICKnet, the "PICK Entities") acknowledge and
agree (or as to any PICK Entity which does not execute this letter agreement
and/or the final documentation with respect thereto, because it has not yet been
formed, or has not yet received the proceeds, whether directly or indirectly, of
the sale of the telephony business) that although each are separate
corporations, the effective continuance of the business of each Pick Entity is
dependent on the continuance and success of each other PICK Entity; the final
success of each PICK Entity directly benefits the others and the transactions
contemplated under this agreement will be to the mutual benefit of each PICK
Entity; and that each PICK Entity understands that WorldCom's willingness to
forbear from exercising its rights and to agree to the plan contained in this
agreement is predicated upon, and therefore WorldCom has relied upon, the truth
of the foregoing representation by the PICK entities.

         5. As consideration for WorldCom's agreement to restructure the
Indebtedness and WorldCom's agreement to forebear until January 16, 2000, PICK
shall issue to WorldCom one million shares of PICK's common stock (the "Shares")
as a restructuring fee, which shall be deemed earned by WorldCom upon receipt
and shall not be credited against the Indebtedness in any way, nor be deemed in
any way to be paid an account of the Indebtedness, as interest or principal.
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Joseph P. Connors, Esq.
July 27, 1999
Page 3

         6. The Shares issued to WorldCom as the restructuring fee shall be
deemed fully paid and non-assessable.

         7. With respect to the Shares, WorldCom shall also have (a) piggyback
registration rights, and (b) demand registration rights, consistent with a
transaction of this magnitude. With respect to the latter, PICK agrees that, as
soon as practicable, but no later than October 27, 1999, it will file a
registration statement (the "Registration Statement") with the Securities and
Exchange Commission covering the Shares that will be issued pursuant to this
agreement and the final documentation. PICK also agrees to use its best efforts
to cause the Registration Statement to become effective as soon as practicable
after its filing. In connection with the Registration Statement, PICK shall
execute an indemnification agreement in favor of WorldCom that is in a form
acceptable to WorldCom and its counsel.

         8. In the event PICK repays the Indebtedness reflected by the Note by
its January 16, 2000 maturity date, PICK shall be entitled to redeem no more
than one half of the Shares for $1.00. In the event PICK does not repay the
Indebtedness memorialized by the Note by its January 16, 2000 maturity date,
PICK's redemption rights with respect to the Shares shall terminate and the
January 16, 2000 maturity date shall automatically be extended to January 16,
2001, with the interest continuing to accrue, and be payable, together with the
outstanding principal, at the extended January 16, 2001 maturity date.
WorldCom's agreement to allow PICK to extend the maturity of the Note to January
16, 2001, is not and shall not be construed as an agreement by WorldCom to any
further extension of the maturity date of the Note.

         9. With respect to the telephony business, the PICK Entities agree to
assist WorldCom through introductions and otherwise to any purchaser of any of
the PICK Entities' telephony assets, and further agree to use their best efforts
to assist WorldCom in its interest in retaining its position as the underlying
carrier for such telephone traffic. Furthermore, in the event of any sale of the
telephony assets of any PICK Entity, the PICK Entities agree to provide WorldCom
with an accounting of the sale proceed received from any such sale.

         10. The PICK Entities shall provide WorldCom with monthly financial
reporting and other covenants typical of a financial transaction of this
magnitude.

         11. The PICK Entities represent and warrant that this agreement, and
the transactions contemplated thereby, including the payment of the Shares as a
restructuring fee (i) have been approved by all necessary corporate action, (ii)
do not violate or conflict with any articles of incorporation or corporate
by-laws of any PICK Entity, loan covenant or agreement entered into by any PICK
Entity, and (iii) do not violate or conflict with any law of the United States,
including state
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Joseph P. Connors, Esq.
July 27, 1999
Page 4

or federal securities laws; such representations and warranties shall be
supported by an opinion of counsel satisfactory in form and substance to
WorldCom and its counsel.

         12. As further consideration WorldCom's agreement restructure the
indebtedness and to forbear from exercising its rights, each PICK Entity, their
respective agents, servants, employees, directors, officers, attorneys,
affiliates, parent, subsidiaries, successors, heirs and assigns and all persons,
firms, corporations, and organizations acting on their respective behalf hereby
forever releases and discharges each of WorldCom and its respective agents,
servants, employees, directors, officers, attorneys, affiliates, parent,
subsidiaries, successors, heirs and assigns and all persons, firms,
corporations, and organizations acting on their behalf (collectively, the
"WorldCom Entities") of and from any and all losses, damages, claims, demands,
liabilities, obligations, actions and causes of action, of any nature whatsoever
in law or in equity, including any claims or joinders for sole liability, and
contribution or indemnity, which any PICK Entity may have or claim to have
against any one or more of the WorldCom Entities, or any one or more of them,
whether presently known or unknown, and of every nature and extent.

         13. Within ten (10) days of the date of this letter agreement, (a) each
of WorldCom and the PICK Entities shall execute the necessary written agreements
and notes to further memorialize this transaction, and (b) the Shares will be
issued to WorldCom. The Note and all other agreements to be executed by the
parties shall: (i) be in form and substance satisfactory to WorldCom and its
counsel; and (ii) be on terms consistent with this letter agreement, and shall
contain representations, warranties, covenants, conditions, events of default or
forbearance termination events, such as a material adverse change to any of the
PICK Entities' financial, operational or business condition or prospects, and
other provisions customary to a transaction of this magnitude.

         14. This letter agreement embodies the entire understanding of the
parties hereto with respect to the subject hereof, and supersedes all other oral
or written agreements or understandings between them regarding the subject
matter hereof. No change, alteration or modification hereof may be made except
in a writing, signed by all parties hereto.

         This letter agreement is being sent to you and WorldCom
contemporaneously, is subject to change in all respects, and shall be effective
until executed by WorldCom.
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Joseph P. Connors, Esq.
July 27, 1999
Page 5

         If the foregoing is acceptable to your client, please have the
appropriate person execute this letter in the spaces provided and telecopy the
same to us and WorldCom.

                                                    Very truly yours,

                                                    /s/ Many Emamzadeh
                                                    -------------------------

                                 Many Emamzadeh
                       For Klett Lieber Rooney & Schorling
                           A Professional Corporation

cc:  Robert S. Vetia (by facsimile)
     Thomas Timony (by facsimile)
     Richard Wolff, Esq. (by facsimile)

                             Accepted and Agreed By:

PICK COMMUNICATIONS CORP.                       WORLDCOM NETWORK SERVICES, INC.


By: /s/ Diego Leiva                             By: /s/ Robert S. Vetia
   -------------------------------                 ----------------------------
Name: Diego Leiva                               Name: Robert S. Vetia
      ----------------------------                    -------------------------
Title: Chairman                                 Title: Vice President
       ---------------------------                     ------------------------

PICKnet, Inc.

By: /s/ Diego Leiva
   -------------------------------
Name: Diego Leiva
      ----------------------------
Title: Chairman
       ---------------------------

BENEFITTED PICK ENTITIES
__________________________________

By:_______________________________
Name:_____________________________
Title:____________________________