EMPLOYMENT SETTLEMENT AGREEMENT



      This Employment  Settlement Agreement (this "Agreement") is by and between
Talk Visual Corporation,  a corporation organized and existing under the laws of
the State of Nevada ("TVCP"),  and Eugene Rosov, an individual residing in Miami
Beach, Florida ("Rosov").

      WHEREAS,  Rosov has  served as Chief  Executive  Officer  of TVCP  under a
verbal understanding  beginning on November 1, 1999 with Videocall International
Corporation,  predecessor  to TVCP as adopted  and  amended at various  Board of
Directors meetings (the "Verbal Agreement"); and

      WHEREAS,  this certain  Verbal  Agreement  shall be  terminated  effective
February 12, 2002 (the "Effective Date"); and

      WHEREAS,  TVCP and Rosov intend to enter into a  termination  arrangement;
and

      NOW,  THEREFORE,  for  good  and  valuable  consideration  of  the  mutual
covenants  herein  contained  and  the  mutual  benefits  to be  gained  by  the
performance thereof and other good and valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

      1.  Rosov and TVCP  acknowledge  and agree that the  Verbal  Agreement  is
terminated effective on the Effective Date.

      2. Rosov and TVCP  further  acknowledge  and agree that upon  execution of
this Agreement, TVCP shall forgive an existing debt obligation of Rosov to TVCP,
as recorded on the books of TVCP, in the amount of Forty  Thousand seven hundred
sixty-six  dollars and seventy-two  cents  ($40,766.72),  plus any interest due.
Rosov  acknowledges the he is solely responsible for any federal or state income
taxes due on those sums.

      3. Rosov and TVCP  further  acknowledge  and agree that upon  execution of
this Agreement, TVCP shall be obligated for the following items:

         a)  TVCP shall pay Rosov's  health  insurance  premium for a five month
             period commencing February 1, 2002 and ending July 31, 2002.
         b)  TVCP shall maintain  insurance  coverage on the BMW driven by Rosov
             though February 20, 2002.
         c)  Pay Rosov his current rate of pay through February 28, 2002.
         d)  Upon  receipt of a listing of all personal  effects  owned by Rosov
             located on TVCP  premises,  TVCP will  promptly box and deliver all
             such items.

      4. Rosov and TVCP  further  acknowledge  and agree that upon  execution of
this Agreement, Rosov shall be obligated for the following items:

                                       1
<PAGE>

         a) Rosov  shall  return  all  equipment  or  property  owned  by  TVCP
             including  but not limited to cell phone,  keys,  pass card and any
             other equipment located at TVCP or at Rosov's personal residence.

         b)  Rosov agrees that all customer and other information known by Rosov
             is the exclusive  property of TVCP and that use of this information
             or contact with TVCP  customers  for business  purposes is strictly
             prohibited.

      5. Rosov and TVCP  further  acknowledge  and agree that upon  execution of
this Agreement, Rosov, upon request by TVCP, consents to the following items:

         a) Rosov shall be available to assist his  successor  via telephone or
             in person,  in transfer  and  transition  of  information,  duties,
             activities,  projects or any and all informational requirements for
             the successor to execute the duties of the position.

         b)  Rosov agrees that he is  responsible  for all SEC filings  required
             due to his ownership in three million shares of TVCP's common stock
             as evidenced by certificate number 1490.

         c)  Rosov agrees to return the Company car currently in his  possession
             by February 20, 2002,  or such  documentation  from the dealer that
             such  car  has  been  purchased  by  Rosov  or such  lease  and all
             associated liability has been transferred to Rosov.

      6. By this  Agreement,  TVCP and Rosov intend to resolve among  themselves
any and all  claims,  demands,  actions  or causes of action  (including  any in
equity),  whether known or unknown,  contingent or otherwise, of whatsoever kind
or nature for or because of any matter or thing done,  omitted or suffered to be
done by or on behalf of any party hereto (the "Claims").

      7. Except  as set  forth  herein,   Rosov  and TVCP and  their  respective
successors,  assigns, partners,  shareholders,  officers, directors,  employees,
representatives  and affiliates further hereby release,  indemnify and hold each
other  harmless from any and all Claims  arising prior to and including the date
hereof  and any other  claims,  liens  causes of  action or  damages  in any way
directly or indirectly  arising out of their  respective  obligations  under the
Verbal Agreement or otherwise.

      8. The parties further agree that they shall maintain the  confidentiality
of the terms of this Agreement, except as required by applicable law.

      9. Rosov and TVCP further  agree to enter into any  agreements  or execute
any further  documentation  reasonably  required  by the other to  evidence  and
consummate the agreements set forth herein. In this regard,  the parties further
agree fully to reasonably  cooperate with each other  concerning the disposition
or resolution of any claims or  liabilities  asserted by any third party against
any of them,  concerning the operation of TVCP (i.e., if any third party asserts
false or fraudulent claims against any party hereto,  the parties will cooperate
with each other for the purpose of refuting and  disposing  of such claims;  all
out-of-pocket incurred by Rosov related to the disposition or resolution of such
claims or  liabilities  will be paid by TVCP, to the extent of and in accordance
with the indemnity  obligations of TVCP in favor of its employees,  officers and
directors).

                                       2
<PAGE>

      10. This Agreement shall be construed under and is enforceable pursuant to
the laws of the State of Florida.  Any  dispute  under this  Agreement  shall be
resolved in the courts of the state of Rosov's residence.

      11. Each party hereto  acknowledges  that it has read and  understands the
effect of this Agreement and that it is executing this Agreement of its own free
will, has availed  itself of the  opportunity to consult with counsel of its own
choice.  Each  party  covenants  to pay  its  own  legal  fees  incurred  in the
negotiation of this Agreement and any matters related to this Agreement.

      EXECUTED to be effective the 12th day of February, 2002.

                              TALK VISUAL CORPORATION
                              a Nevada Corporation


                              By: /s/ Michael Zwebner
                                 --------------------------------
                              Name:   Michael Zwebner
                              Title:  Chairman


                              By: /s/ Eugene Rosov
                              -----------------------------------
                                      Eugene Rosov, Individually



                                       3