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April 2, 1998

Wolfson Equities
One State Street, 29th Floor
New York, Now York 10006
("Bridge Lender")

Re: Bridge Loan to PICK Communications, Corp.

Dear Bridge Lender:

This letter agreement will confirm our understanding and agreement with respect
to the proposed bridge loan (the "Bridge Loan") in the principal amount of
$1,000,000 to be made by you and certain others (the "Lenders," or individually,
the "Lender") to the undersigned, PICK Communications, Corp., a Nevada
corporation (the "Borrower"), and is entered into in order to induce you to make
the Bridge Loan and in consideration therefor, as follows:

1.       The Bridge Loan made by you will be evidenced by promissory notes of
         the Company, dated the date hereof (the "Notes") payable to each
         Lender, in the aggregate principal amount of $1,000,000 bearing
         interest at 10% per annum, with principal and interest due and payable
         in full on the earlier of (a) July 1, 1998 or (b) the date which is
         three (3) business days following the receipt by the Company and/or its
         subsidiaries of financing aggregating at least $5,000,000 (the
         "Maturity Date").

2.       The Bridge Loan will be disbursed in immediately available funds by
         wire transfer to the following account:

         Chase Manhattan Bank
         57 Diamond Spring Road
         Denville, NJ 07834

         Routing #                  021 000 021
         For account of             Picknet, Inc.
         Account #                  6002 004726

3.       In consideration for the loan, the Company shall issue to the Bridge
         Lenders an aggregate of warrants to purchase 1,000,000 shares of the
         Company's common stock at a price of $0.35 per share for a period
         terminating three years from the date hereof. The Company agrees to
         provide piggyback registration rights for the shares underlying the
         warrants and the warrants shall contain reasonable and standard
         cashless exercise provisions.

4.       In the event that the Company has not paid to the Bridge Lender all
         principal and interest due and owing on or prior to the Maturity Date,
         the Borrower shall be in default of the Note and:

         a)    The interest on all principal and accrued interest shall become
               18%.

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         b)    The Borrower shall, at its option, have the right to convert the
               Note (principal and accrued interest) into common stock of the
               Borrower at a price which is equal to the sum of (a) $0.25 per
               share and (b) 50% of the closing bid price for the Borrower's
               common stock for that day immediately prior to the Lender's
               notice of conversion. Such conversion option shall commence upon
               the Borrower's default under the Note. This conversion option,
               and any other rights of the Lender upon default, do not limit or
               compromise the Bridge Lender's other remedies, including those
               set forth in the other provisions of this Agreement, the Note or
               the law.

                  (i)      If following a default and the vesting of the Lender
                           conversion option, the Borrower makes payment in full
                           on its financial obligations under the Note, the
                           Lender may, within 30 days following receipt of such
                           payment, return all such funds to the Borrower and
                           exercise the conversion rights which accrued to the
                           Note upon such default.

                  (ii)     The conversion of the Note shall be deemed to have
                           been made immediately prior to the close of business
                           on the date (each an "Exercise Date") of the
                           surrender to the Company for exercise of the Note.
                           Such conversion, evidenced in writing, shall be
                           executed by the Bridge Lender or his attorney duly
                           authorized in writing and shall be delivered to the
                           Company at its corporate offices located at Wayne
                           Interchange Plaza II, 155 Route 46 West, Third Floor,
                           Wayne, N.J. 07470 (the "Corporate Office"), or at any
                           such other office or agency as the Company may
                           designate.

                  (iii)    The person entitled to receive the number of shares
                           deliverable on conversion shall be treated for all
                           purposes as the holder of such shares as of the close
                           of business on the Exercise Date. The Company shall
                           not be obliged to issue any fractional share interest
                           in shares issuable or deliverable on such conversion
                           and such fractional shares shall be of no value
                           whatsoever.

                  (iv)     Within ten days after the conversion date, the
                           Company, at its own expense, shall cause to be issued
                           and delivered to the person or persons entitled to
                           receive the same, a certificate or certificates in
                           the name requested by the Bridge Lender for the
                           number of shares deliverable on such conversion. No
                           adjustment shall be made in respect of cash dividends
                           on shares delivered on such conversion. All shares of
                           Common Stock delivered upon such conversion shall be
                           validly issued, fully paid and non-assessable, and
                           shall be free of all taxes, liens and charges with
                           respect to the issuance thereof.

                  (v)      The Borrower agrees to provide piggyback registration
                           rights for the shares received upon conversion.

                  (vi)     The Borrower shall, at all times, reserve for
                           issuance and/or delivery upon conversion of the Notes
                           such number of shares of its Common Stock as shall

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                           be required for issuance and delivery upon conversion
                           of the Notes (inclusive of accrued interest).

5.       The Lenders shall have no obligation to make the Bridge Loan unless and
         until the following conditions precedent have been satisfied in the
         sole judgment of the Lenders:

         a)       The Notes and the Warrants shall have been executed and
                  delivered and all other legal matters related to the Bridge
                  Loan have been satisfied;

         b)       All legal matters relating to the Bridge Loan shall be
                  reasonably satisfactory to counsel to the Lenders.

6.       The Company represents to the Lenders that this letter agreement (the
         "Agreement"), the Notes and Warrant Certificates have been duly
         executed by it, have been duly authorized by all necessary corporate
         action on the part of the Company, constitute the valid and legally
         binding obligation of the Company, enforceable in accordance with their
         terms except as such enforceability may be limited by laws of
         bankruptcy, fraudulent conveyance, creditors rights or principles of
         equity, and are not inconsistent with the term of the Company's
         certificate of incorporation or by-laws, and that the execution,
         delivery and performance of the Agreement, the Notes and the Warrants
         do not and will not breach or result in a default under any agreement
         to which the Company is a party.

7.       Representations and Warranties of the Lender. Each Lender represents
         and warrants to the Company as follows:

         a)       The Lender has received, read and understands the materials
                  provided by the Company. Further, the Lender has had such
                  opportunity to ask questions of and to receive answers from
                  the Company, or an agent of the Company, concerning the terms
                  and conditions of the investment and the business and affairs
                  of the Company, and to verify such information as the Lender
                  considers necessary or advisable in order to form a decision
                  concerning an investment in the Company.

         b)       The Note being issued to such Lender is being acquired for
                  investment for the Lenders own account and not with the view
                  to, or for resale in connection with, any distribution or
                  public offering hereof. The Lender understands that none of
                  the securities of the Company have been registered under the
                  Securities Act of 1933, as amended (the "Securities Act"), or
                  any state securities laws by reason of contemplated issuance
                  in transaction exempt from the registration requirements of
                  the Securities Act and applicable state securities laws and
                  that the reliance of the Company and others upon these
                  exemptions is predicated in part upon this representation by
                  the Lender. The Lender further understands that the Note may
                  not be transferred or resold without registration under the
                  Securities Act and any applicable state securities laws, or an
                  exemption from the requirements of the Securities Act and
                  applicable state securities laws.

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         c)    The Lender's principal residence is located in the State of New
               York.

         d)    The Lender is able to bear the loss of the entire investment of
               the Note without any material adverse effect on the Lender's
               financial position or prospects, and the Lender has such
               knowledge and experience of financial and business matters to be
               capable of evaluating the merits and risks of the investment to
               be made pursuant to this Agreement.

         e)    This Agreement has been duly authorized by all necessary action
               on the part of the Lender, has been duly executed and delivered
               by the Lender and is a valid and binding agreement of the Lender.

This Agreement shall be governed by and construed in accordance with the law of
the State of New York, may not be amended, modified or waived except in writing,
signed by both parties hereto, shall be binding upon the Company and inure to
the benefit of the Lenders and its respective successors, assigns, heirs and
legal representatives.

Very truly yours,

PICK Communications, Corp


By:  /s/  Robert S. Bingham
    ----------------------------------------
    Robert S. Bingham
    Vice President and Chief Financial Officer


Agreed and Accepted:

WOLFSON EQUITIES


BY: /s/  WOLFSON EQUITIES
   --------------------------


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