<PAGE>

                                                                  April 21, 1999


PICK Communications Corp.
Wayne Interchange Plaza 11
Wayne, New Jersey 07470
Attn.: Diego Leiva

Dear Mr. Leiva:

         The purpose of this letter is to confirm the understanding of
Commonwealth Associates, L.P., ("Commonwealth"), as agent for and on behalf of
the holders of the Notes, and PICK Communications Corp. (the "Company")
concerning the proposed restructuring (the "Restructuring") of the 10% Senior
Secured Notes in the original aggregate principal amount of $9,900,000 (the
"Notes") of the Company. The current terms and conditions of such Restructuring
are set forth in Schedule I hereto.

         Section 1. Services. Commonwealth will perform the following:

         (a) Commonwealth has, and will continue to, negotiate on behalf of the
Noteholders in developing a general strategy for structuring and accomplishing
the Restructuring on terms beneficial to the Noteholders, and the Company
acknowledges that Commonwealth is acting solely on behalf of the Noteholders and
not as an agent, fiduciary or in any other capacity for the Company, its
shareholders or any other third party; and

         (b) Provided it has concluded that the Restructuring is in the best
interests of the Noteholders, Commonwealth will assist in the solicitation of
consents from Noteholders to the Restructuring (the "Consents") with the goal of
obtaining Consents from the holders of not less than 80% of the principal amount
of the Notes.

         Section 2. Consideration. Upon effectiveness of the Restructuring,
Noteholders from whom Consents have been obtained will receive the following:

         (a) The right for a two-year period to exchange each existing warrant
previously issued to a Noteholder for one share of the Company's Common Stock.
The Company agrees to register the shares of Common Stock to be issued in
exchange for the warrants as set forth herein as promptly as practicable but in
no event later than June 30, 1999.

         (b) The right to receive from the Company a number of shares of the
Company's Common Stock equal to 100% of the original principal amount of their
Note (or 9,900,000 shares if all Consents are obtained). In lieu of such share
of stock, a Noteholder can elect to have his


<PAGE>



Conversion Price, as set forth in Paragraph 2 of Schedule 1, reduced to $.50 per
share. A Noteholder shall have two years to elect whether to receive the shares
of Common Stock or to reduce the Conversion Price. The Company agrees to file a
registration statement with respect to the shares of Common Stock to be issued
as set forth herein within six months of the effective date of the
Restructuring, and to use its best efforts to cause such registration statement
to become effective as soon as possible thereafter.

         (c) Commonwealth shall be entitled to designate one nominee to the
Board of Directors for a three-year period.

         Section 3. Fees. The Company shall pay to Commonwealth for its services
on behalf of the Noteholders and for the previous services rendered to the
Company including, without limitation, securing a new CEO for the Company, the
following consideration:

         (a) The exercise price for the 1,394,367 warrants previously issued to
Commonwealth or its designees shall immediately and automatically be reduced to
$.10 per share of Common Stock; and

         (b) The Company shall issue to Commonwealth shares of Common Stock
equal to 10% of the shares of Common Stock issued or to be issued to Noteholders
who consent to the Restructuring, including the shares to be issued in exchange
for the existing warrants as set forth in 2(a) above and the shares to be issued
to Noteholders pursuant to 2(b) above either directly or as a result of the
reduction in their Conversion Price, up to a maximum of 2,000,000 shares, plus
warrants to purchase 500,000 shares at an exercise price equal to $1.375 per
share. The Company agrees to file a registration statement with respect to the
shares underlying the warrants set forth in 3(a) above and the shares of Common
Stock to be issued as set forth herein within six months of the effective date
of the Restructuring, and to use its best efforts to cause such registration
statement to become effective as soon as possible thereafter.

         Section 4. Expenses. In addition to the compensation described in
Section 2 above, the Company agrees to promptly reimburse us, upon request from
time to time, not more than monthly, for all out-of-pocket expenses incurred or
to be incurred (including, without limitation, all travel and lodging expenses,
and reasonable fees and disbursements of any counsel, consultants and advisors
retained by us with the Company's consent) in connection with our services
pursuant to this agreement; provided however, hat unless otherwise consented to
in writing by the Company in advance such expenses shall not exceed $10,000 in
the aggregate.

         Section 5. Indemnity. The Company will indemnify us in the manner and
to the extent provided in the indemnification provisions (the "Indemnification
Provisions") attached to this agreement and incorporated herein and made a part
hereof.


                                        2

<PAGE>



         Section 6. Repayment of Notes. Nothing herein shall be construed to
prevent the Company from raising any financing in order to repay the Notes in
lieu of the Restructuring on or before April 27, 1999.

         Section 7. Successors and Assigns. The benefits of this agreement shall
inure to the respective successors and assigns of the parties hereto and of the
indemnified parties hereunder and their successors and assigns and
representatives, and the obligations and liabilities assumed in this agreement
by the parties hereto shall be binding upon their respective successors and
assigns; provided, that the rights and obligations of either party under this
agreement may not be assigned without the prior written consent of the other
party hereto and any other purported assignment shall be null and void.

         Section 8. Governing Law/Resolution of Disputes. The validity and
interpretation of this Agreement shall be governed by the law of the State of
New York applicable to agreements made and to be fully performed therein.
Commonwealth and the Company will attempt to settle any claim or controversy
arising out of this Agreement through consultation and negotiation in good faith
and a spirit of mutual cooperation. If those attempts fail, then the dispute
will be mediated by a mutually acceptable mediator to be chosen by Commonwealth
and the Company within 15 days after written notice from either party demanding
mediation. Neither party may reasonably withhold consent to the selection of a
mediator, and the parties will share the costs of the mediation equally. Any
dispute which the parties cannot resolve through negotiation or mediation within
six months of the date of the initial demand for it by one of the parties may
then be submitted to binding arbitration under the rules of the American
Arbitration Organization of New York for resolution. The use of mediation. will
not be construed under the doctrine of latches, waiver or estoppel to affect
adversely the fights of either party. Nothing in this paragraph will prevent
either party from resorting to judicial proceedings if (a) good faith efforts to
resolve the dispute under these procedures have been unsuccessful or(b) interim
relief from a court is necessary to prevent serious and irreparable injury.

         Section 9. Miscellaneous.

         (a) The company expressly acknowledges that all opinions and advice
(written or oral) given by Commonwealth to the Company in connection with
Commonwealth's engagement are intended solely for the benefit and use of the
Company.

         (b) The Company is a sophisticated business enterprise that has
retained Commonwealth for the limited purposes set forth in this Agreement and
the parties acknowledge and agree that their respective rights and obligations
are contractual in nature. Each party disclaims an intention to impose fiduciary
obligations on the other by virtue of the engagement contemplated by the
Agreement, and each party agrees that there is no fiduciary relationship,
between them


                                        3

<PAGE>



         (c) This agreement shall supersede any and all previous agreements
relating to the matters set forth herein including the letter dated April 20,
1999,

         Please confirm that the foregoing is in accordance with yaw
understandings and agreements with Commonwealth Associates. L.P. by signing and
returning to Commonwealth the two copies of this letter enclosed herewith.

                                                   Very truly yours,

                                                   COMMONWEALTH ASSOCIATES; L.P.



                                                   By: /s/ Michael S. Falk
                                                       -------------------------


ACCEPTED AND AGREED AS OF
THE DATE FIRST ABOVE WRITTEN:

PICK COMMUNICATIONS CORP.




By: /s/ Thomas M. Malone
   ----------------------------
   Thomas M. Malone
   Chief Executive Officer


                                        4

<PAGE>



                                   SCHEDULE I

                             TERMS OF RESTRUCTURING

Existing holders will be asked to consent to the following terms (the
"Restructuring").

Note Exchange. The Notes will be amended as set forth below and will be in a
principal amount equal to the principal amount plus accrued and unpaid interest
on the original Notes (the "Amended Notes"). The Amended Notes will contain
identical terms and conditions as the original Notes except as follows:

1.  Maturity Date. The Maturity Date will be April 26, 2002. In addition, the
    Company shall have the option to extend the maturity date for one additional
    year, in which event the Conversion Price referred to below shall be
    adjusted as described below.

2.  Optional Conversion/Conversion Price. Each Amended Note shall be convertible
    at any time at the option of the holder thereof into shares of Common Stock
    at a per share conversion price equal to $1.00 (the "Conversion Price"). In
    the event that: (i) within 12 months after the Restructuring the Company
    issues any shares, options, warrants, or other convertible securities (other
    than options issued pursuant to the Company's employee stock option plan)
    for a purchase price, exercise price or conversion price, as the case may
    be, less than the Conversion Price, other than any shares issued pursuant to
    any authorized or outstanding options, warrants or other convertible
    securities (including the Notes and the Series B and Series D Preferred
    Stock) as of the date of the Restructuring, or any shares, options,
    warrants, or other convertible securities issued to Commonwealth, or (ii)
    the average closing bid price for the Common Stock for the 15 trading days
    immediately preceding the one year anniversary of the effective date of the
    Restructuring is less than the Conversion Price, then the Conversion Price
    shall be reset to such lower price but in no event less than $.50. In the
    event that the Company elects to extend the maturity date for an additional
    year, the Conversion Price shall be reduced to 50% of the average closing
    closing bid price for the Common Stock for the 15 trading days immediately
    preceding the date of extension.

3.  Mandatory Conversion. The Notes shall be automatically converted into shares
    of Common Stock in the event that the closing bid price for the Common Stock
    has exceeded $1.50 per share for 20 consecutive trading days. Such
    conversion shall be conditioned upon the shares of Common Stock to be issued
    upon such conversion being fully registered for resale.

4.  Registration. The Company agrees to file a registration statement with
    respect to the shares of Common Stock issuable upon conversion of the Notes
    within six months from the date of issuance of the Amended Notes, and shall
    use its best efforts to cause such

                                        5

<PAGE>



    registration statement to become effective as soon as practicale thereafter,
    and to keep such registration effective thereafter.

5.  Director Nominee. Noteholders shall have the right to designate one nominee
    to the Board of Directors, which nominee shall be identified by Commonwealth
    or by holders owning 51% of the outstanding principal of the New Notes.

Conditions to Restructuring: The Restructuring shall be conditioned upon the
following:

1. Board of Directors. The Board of Directors of the Company being reconstituted
to consist of Diego Leiva (Chairman), Tom Malone, Robert Priddy (founder of
Atlantic Southeast Airlines and ValueJet Airlines, and founding investor of MGC
Communications), Robert Sams and John Tyderman (two of the existing directors),
one designee of Commonwealth, and one designee of the Noteholders.

2. D&O Insurance. The Company will maintain its existing D&O insurance coverage.

3. Cooper Option Agreement. The Option Agreement entered into between the
Company and Ashley Cooper, Robert Becker and John Clarke shall have been
terminated without any ongoing liability or obligation on the part of the
Company.

4. JP Turner Agreement. The investment banking agreement with JP Turner shall
have been terminated without any ongoing liability or obligation of the Company.

5. Stock Options. All stock options approved for issuance subsequent to February
26, 1999, other than the 5,000,000 options issued to Tom Malone, shall be
subject to the review and approval of Tom Malone and, if not so approved, shall
be rescinded in full. The shares issued to directors will be converted into
stock options with a one year vesting period, at an exercise price equal to the
closing price as of the date of grant of such options. In addition, Mr. Delgado
and Mr. Maronon may be engaged as advisors to the Company in exchange for
500,000 options on the same terms as those issued to directors as set forth
above.

6. Diego Leiva Employment Agreement. Diego Leiva's employment agreement shall be
amended to change his title and duties to that of Chairman of the Board. Mr.
Leiva shall agree that during the term of such employment contract he will vote
for the slate of directors proposed by management, including the nominee of
Commonwealth and the nominee of the Noteholders, provided Mr. Leiva is a
nominee. Except as provided above, such employment agreement shall not be
amended.

7. Capitalization. There shall be no more than approximately 103 million shares
outstanding on a fully-diluted basis after giving effect to all options,
warrants and other convertible securities.


                                        6

<PAGE>



8. Affiliated Transactions. During the term of the Notes, the Company shall not
enter into any transaction with any affiliated party without the unanimous
consent of the independent directors.

9. Minimum Participation. Holders owning in excess of 80% of the outstanding
principal amount of the original Notes shall have consented in writing to the
Restructuring.



                                        7

<PAGE>



                           INDEMNIFICATION PROVISIONS

         PICK Communications Corp. (the "Company") agrees to indemnify and hold
harmless Commonwealth Associates, L.P. ("Commonwealth") against any and all
losses, claims, damages, obligations, penalties, judgments, awards, liabilities,
costs, expenses and disbursements (and any and all actions, suits, proceedings
and investigations in respect thereof and any and all reasonable legal and other
costs, expenses and disbursements in giving testimony or furnishing documents in
response to a subpoena or otherwise), including without limitation, the
reasonable costs, expenses and disbursements, as and when incurred, of
investigating, preparing or defending any such action, suit, proceeding or
investigation (whether or not in connection with litigation in which
Commonwealth is a party), directly or indirectly, caused by, relating to, based
upon, arising out of, or in connection with Commonwealth's performance of
professional services for the Company, including, without limitation, any act or
omission by Commonwealth in connection with its acceptance of or the performance
or non performance of its obligations under the agreement dated April 21, 1999
between the Company and Commonwealth to which these indemnification provisions
are attached and form a part (the "Agreement"); provided, however, that the
Company shall not be obligated to indemnify, defend or hold harrnless
Commonwealth for losses, claims, damages, obligations, penalties, judgments,
awards, liabilities, costs, expenses and disbursements suffered by or paid by
Commonwealth as a result of acts or omissions of Commonwealth which have been
made or not made in bad faith or which constitute willful misconduct or gross
negligence. The Company also agrees that Commonwealth shall not have any
liability (whether direct or indirect, in contract or tort or otherwise) to the
Company for or in connection with the engagement of Commonwealth, except to the
extent that any such liability has resulted primarily and directly from
Commonwealth's gross negligence or willful misconduct.

         The indemnification provisions shall be in addition to any liability
which the Company may otherwise have to Commonwealth or the persons indemnified
below in this sentence and shall extend to the following: Commonwealth, its
affiliated entities, partners, employees, legal counsel, agents and controlling
persons (within the meaning of the federal securities laws), and the officers,
directors, employees, legal counsel, agents and controlling persons of any of
them. All references to Commonwealth in these indemnification provisions shall
be understood to include any and all of the foregoing.

         If any action, suit, proceeding or investigation is commenced, as to
which Commonwealth proposes to demand indemnification, it shall notify the
Company within 30 days from the time Commonwealth has any knowledge of such
action, suit, proceeding or investigation. Commonwealth shall have the right to
retain counsel which will be reasonably acceptable to the Company to represent
it (provided, however, that Commonwealth shall hire only one law firm and to the
extent necessary, local counsel) and the Company shall pay the reasonable fees,
expenses and disbursements of such counsel; and such counsel shall, to the
extent consistent with its professional responsibilities, cooperate with the
Company and any counsel designated by the Company. The Company shall be liable
for any settlement of any claim

                                        8

<PAGE>


against Commonwealth only if made with the Company's written consent. The
Company shall not, without the prior written consent of Commonwealth, settle or
compromise any claim, or permit a default or consent to the entry of any
judgment in respect thereof, unless such settlement, compromise or consent
includes, as an unconditional term thereof, the giving by the claimant to
Commonwealth of an unconditional release from all liability in respect of such
claim. If the Company makes any indemnity payment hereunder this Agreement and
thereafter a determination is found in a final judgment by a court of competent
jurisdiction (not subject to further appeal) that the Company did not owe
indemnity under this Agreement, Commonwealth shall immediately repay all amounts
paid pursuant to the indemnity provisions of this Agreement.

         In order to provide for just and equitable contribution, if a claim for
indemnification pursuant to these indemnification provisions is made but it is
found in a final judgment by a court of competent jurisdiction (not subject to
further appeal) that such indemnification may not be enforced in such case, even
though the express provisions hereof provide for indemnification in such case,
then the Company, on the one hand, and Commonwealth, on the other hand, shall
contribute to the losses involved in such proportion as is appropriate to
reflect (i) the relative benefits received by the Company, on the one hand, and
Commonwealth, on the other hand, (ii) the relative fault of the Company, on the
one hand, and Commonwealth, on the other hand, in connection with the
statements, acts or omissions which resulted in such losses, and (iii) the
relevant equitable considerations. No person found liable for a fraudulent
misrepresentation shall be entitled to contribution from any person who is not
also found liable for fraudulent misrepresentation. Notwithstanding the
foregoing, Commonwealth shall not be obligated to contribute any amount
hereunder that exceeds the amount of fees previously received by Commonwealth
pursuant to the Agreement.

         Neither termination nor completion of the engagement of Commonwealth
referred to above shall affect these indemnification provisions which shall then
remain operative and in full force and effect.



                                        9