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                               AMENDMENT NO. 2 TO
                           GENERAL SECURITY AGREEMENT

         AMENDMENT NO. 2 dated as of March 31, 2000 (this "Amendment") to
GENERAL SECURITY AGREEMENT, dated as of July 29, 1998 (the "Agreement"), as
amended by AMENDMENT NO. 1 TO GENERAL SECURITY AGREEMENT, dated as of January
18, 2000 ("Amendment No. 1"), by and between PICK COMMUNICATIONS CORP., a Nevada
corporation ("Debtor"), and COMMONWEALTH ASSOCIATES, a New York limited
partnership, as agent ((the "Agent") for the investors (the "Investors") from
time to time (the Agent, acting in such capacity, the "Secured Party.") Terms
with initial capital letters used herein without definition shall have the
meanings set forth in the Agreement.

         WHEREAS, the Debtor has requested that the Secured Party allow it to
relocate certain inventory and equipment collateral listed on Schedule 1
attached hereto from the location listed on Schedule 1 to the Agreement; and

         WHEREAS, the Secured Party has agreed to Debtor's request and is
willing to amend the Agreement subject to the terms and conditions contained
herein.

         NOW, THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Debtor, the Agent and the Investors agree as follows:

                                    ARTICLE I

                                   Definitions

         Section 1.01 Definitions. Capitalized terms used in this Amendment, to
the extent not otherwise defined herein, shall have the same meanings as in the
Agreement, as amended hereby.

                                   ARTICLE II

                                   Amendments

         Section 2.01. Amendment to Section 1 of the Agreement. Section 1 of the
Agreement, effective as of the date hereof, is amended as follows:

         (a)      The following definition is hereby amended and restated as
                  follows:

                  "Collateral" means, except for the property and contracts
listed on Schedule 1 to Amendment No. 1, all of the Debtor's right, title and
interest in and under or arising out of each and all of the following:




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                           All personal property and fixtures of the Debtor of
                  any type or description, wherever located and now existing or
                  hereafter arising or acquired, including but not limited to
                  the following:

                           (i)      all of the Debtor's goods including, without
                                    limitation:

                                    (a) all inventory, including without
                                    limitation, equipment held for lease,
                                    whether raw materials, in process or
                                    finished, all material or equipment usable
                                    in processing the same and all documents of
                                    title covering any inventory (all of the
                                    foregoing, "Inventory"), including without
                                    limitation, that located at the location
                                    listed on Schedule I annexed to the
                                    Agreement, and listed on Schedule 1 attached
                                    hereto and located at 8401 N.W. 53rd
                                    Terrace, Suite 119, Miami, FL 33166;

                                    (b) all equipment (the "Equipment") employed
                                    in connection with the Debtor's business,
                                    together with a present and future
                                    additions, attachments and accessions
                                    thereto and all substitutions therefor and
                                    replacements thereof, including without
                                    limitation that located at the locations
                                    listed on Schedule I annexed to the
                                    Agreement, and listed on Schedule 1 attached
                                    hereto and located at 8401 N.W. 53rd
                                    Terrace, Suite 119, Miami, FL 33166;

                           (ii)     all of the Debtor's present and future
                                    accounts, accounts receivable, general
                                    intangibles, contracts and contract rights
                                    (herein sometimes referred to as
                                    "Receivables"), including but not limited to
                                    the Debtor's rights (including rights to
                                    payment) under all Assigned Agreements,
                                    together with

                                    (a) all claims, rights, powers or privileges
                                    and remedies of the Debtor relating thereto
                                    or arising in connection therewith
                                    including, without limitation, all rights of
                                    the Debtor to make determinations, to
                                    exercise any election (including, but not
                                    limited to, election of remedies) or option
                                    or to give or receive any notice, consent,
                                    waiver or approval, together with full power
                                    and authority to demand, receive, enforce,
                                    collect or receipt for any of the foregoing
                                    or any property which is the subject of the
                                    Assigned Agreements, to enforce or execute
                                    any checks, or other instruments or orders,
                                    to file any claims and to take any action
                                    which (in the opinion of the Secured Party)
                                    may be necessary or advisable in connection
                                    with any of the foregoing,


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                                    (b) all liens, security, guaranties,
                                    endorsements, warranties and indemnities and
                                    all insurance and claims for insurance
                                    relating thereto or arising in connection
                                    therewith,

                                    (c) all rights to property forming the
                                    subject matter of the Receivables including,
                                    without limitation, rights to stoppage in
                                    transit and rights to returned or
                                    repossessed property,

                                    (d) all writings relating thereto or arising
                                    in connection therewith including without
                                    limitation, all notes, contracts, security
                                    agreements, guaranties, chattel paper and
                                    other evidence of indebtedness or security,
                                    all powers-of-attorney, all books, records,
                                    ledger cards and invoices, all credit
                                    information, reports or memoranda and all
                                    evidence of filings or registrations
                                    relating thereto,

                                    (e) all catalogs, computer and automatic
                                    machinery software and programs, and the
                                    like pertaining to operations by the Debtor
                                    in, on or about any of its plants or
                                    warehouses, all sales data and other
                                    information relating to sales or service of
                                    products now or hereafter manufactured on or
                                    about any of its plants, and all accounting
                                    information pertaining to operations in, on
                                    or about any of its plants, and all media in
                                    which or on which any of the information or
                                    knowledge or data is stored or contained,
                                    and all computer programs used for the
                                    compilation or printout of such information,
                                    knowledge, records or data, and

                                    (f) all accounts, contract rights, general
                                    intangibles and other property rights of any
                                    nature whatsoever arising out of or in
                                    connection with the foregoing, including
                                    without limitation, payments due and to
                                    become due, whether as repayments,
                                    reimbursements, contractual obligations,
                                    indemnities, damages or otherwise;

                              (iii) all other personal property of the
                                    Debtor of any nature whatsoever, including,
                                    without limitation, all accounts, bank
                                    accounts, deposits, credit balances,
                                    contract rights, inventory, general
                                    intangibles, goods, equipment, instruments,
                                    chattel paper, machinery, furniture,
                                    furnishings, fixtures, tools, supplies,
                                    appliances, plans and drawings, together
                                    with all customer and supplier fists and
                                    records of the business, and all property
                                    from time to time described in any financing
                                    statement (UCC-1) signed by the Debtor
                                    naming the Agent as secured party; and

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                           (iv)     all additions, accessions, replacements,
                                    substitutions or improvements and all
                                    products and proceeds including, without
                                    limitation, proceeds of insurance, of any
                                    and all of the Collateral described in
                                    clauses (i) through (iii) above.

                                   ARTICLE III

             Ratifications, Representations, Warranties and Covenant

         Section 3.01. Ratifications. The terms and provisions set forth in this
Amendment shall modify and supersede all inconsistent terms and provisions set
forth in the Agreement and, except as expressly modified and superseded by this
Amendment, the terms and provisions of the Agreement, including, without
limitation, all financial covenants contained therein, are ratified and
confirmed and shall continue in full force and effect. Agent, Debtor and
Investors agree that the Agreement as amended hereby shall continue to be legal,
valid, binding and enforceable in accordance with its terms.

         Section 3.02. Representations and Warranties. The Debtor hereby
represents and warrants to Agent and Investors that the execution, delivery and
performance of this Amendment and all other loan, amendment or security
documents to which Debtor is or is to be a party hereunder (hereinafter referred
to collectively as the "Loan Documents") executed and/or delivered in connection
herewith, have been authorized by all requisite corporate action on the part of
Debtor and will not violate the Articles of Incorporation or Bylaws of Debtor.

                                   ARTICLE IV

                              Conditions Precedent

         Section 4.01. Conditions. The effectiveness of this Amendment is
subject to the satisfaction of the following conditions precedent (unless
specifically waived in writing by the Secured Party):

                  (a) Agent shall have received all of the following, each dated
         (unless otherwise indicated) as of the date of this Amendment, in form
         and substance satisfactory to Agent in its sole discretion:

                           (i) Company Certificate. A certificate executed by
                  the Secretary or Assistant Secretary of Debtor certifying (A)
                  that Debtor's Board of Directors has adopted, approved,
                  consented to and ratified the resolutions attached thereto
                  which authorize the execution, delivery and performance by
                  Debtor of the Amendment and the Loan Documents and (B) that
                  except as certified and attached thereto, neither the Articles
                  of Incorporation nor Bylaws of Debtor have been amended since
                  the date of the Agreement;

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                           (ii) Other Documents. Debtor shall have executed and
delivered such other documents and instruments as Agent may require.

                  (b) All corporate proceedings taken in connection with the
         transactions contemplated by this Amendment and all documents,
         instruments and other legal matters incident thereto shall be
         satisfactory to the Secured Party and their legal counsel.

                                    ARTICLE V

                                  Miscellaneous

         Section 5.01. Survival of Representations and Warranties. All
representations and warranties made in the Agreement or any other document or
documents relating thereto, including, without limitation, any Loan Document
furnished in connection with this Amendment, shall survive the execution and
delivery of this Amendment and the other Loan Documents, and no investigation by
Agent or any Investor or any closing shall affect the representations and
warranties or the right of Agent and each Investor to rely thereon.

         Section 5.02. Reference to Agreement. The Agreement, each of the Loan
Documents, and any and all other agreements, documents or instruments now or
hereafter executed and delivered pursuant to the terms hereof or pursuant to the
terms of the Agreement as amended hereby, are hereby amended so that any
reference therein to the Agreement shall mean a reference to the Agreement as
amended hereby.

         Section 5.03. Severability. Any provision of this Amendment held by a
court of competent jurisdiction to be invalid or unenforceable shall not impair
or invalidate the remainder of this Amendment and the effect thereof shall be
confined to the provision so held to be invalid or unenforceable.

         Section 5.04. APPLICABLE LAW. THIS AMENDMENT AND ALL OTHER LOAN
DOCUMENTS EXECUTED PURSUANT HERETO SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE
PERFORMABLE IN THE STATE OF NEW YORK AND SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK

         Section 5.05. Successors and Assigns. This Amendment is binding upon
and shall inure to the benefit of Agent, Investors and Debtor and their
respective successors and assigns; provided, however, that Debtor may not assign
or transfer any of its rights or obligations hereunder without the prior written
consent of Agent. Agent and each Investor may assign any or all of their rights
or obligations hereunder without the prior consent of any Debtor.


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         Section 5.06. Counterparts. This Amendment maybe executed in one or
more counterparts, each of which when so executed shall be deemed to be an
original, but all of which when taken together shall constitute one and the same
instrument.

         Section 5.07. Effect of Waiver. No consent or waiver, express or
implied, by Agent or any Investor to or of any breach of or deviation from any
covenant or condition of the Agreement or duty shall be deemed a consent or
waiver to or of any other breach of or deviation from the same or any other
covenant, condition or duty. No failure on the part of Agent or any Investor to
exercise and no delay in exercising, and no course of dealing with respect to,
any right, power, or privilege under this Amendment, the Agreement or any other
Loan Document shall operate as a waiver thereof, nor shall any single or partial
exercise of any right, power, or privilege under this Amendment, the Agreement
or any other Loan Document preclude any other or further exercise thereof or the
exercise of any other right, power, or privilege. The rights and remedies
provided for in the Agreement and the other Loan Documents are cumulative and
not exclusive of any rights and remedies provided by law.

         Section 5.08. Headings. The headings, captions and arrangements used in
this Amendment are for convenience only and shall not affect the interpretation
of this Amendment.

         Section 5.09. NO ORAL AGREEMENTS. THIS AMENDMENT, TOGETHER WITH THE
OTHER LOAN DOCUMENTS AS WRITTEN, REPRESENT THE FINAL AGREEMENTS BETWEEN- AGENT,
THE LENDERS AND BORROWERS AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN AGENT, THE LENDERS AND BORROWERS.


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         IN WITNESS WHEREOF, the parties have entered into this Agreement on the
date first above written.

                                       PICK COMMUNICATIONS CORP, as Debtor


                                       By: /s/ Wolfgang Wacker
                                          --------------------------------------
                                          Name: Wolfgang Wacker
                                          Title: Interim Chief Executive Officer


                                       COMMONWEALTH ASSOCIATES, as Agent,
                                       as Secured Party

                                       By: COMMONWEALTH MANAGEMENT CO.,
                                           INC., its General Partner


                                       By: /s/ Carl Kleidman
                                          --------------------------------------
                                          Name: Carl Kleidman
                                          Title: General Counsel



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