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                                  AMENDED NOTE


         This amended note ("Amended Note") made as of April 30, 1999 by PICK
Communications Corp. (the "Company"), a Nevada corporation, is to be attached to
and made a part of that certain 10% Senior Secured Note (the "Note") made by the
Company to the order of ________________________ (the "Payee") in the original
principal amount of $_____________ payable on April 27, 1999, together with
unpaid interest of $________________ through April 29, 1999, or an aggregate of
$__________________ (the "Principal Amount").

         NOW, THEREFORE, in consideration of $1.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, it
is hereby agreed that the Note shall be amended and modified as follows:

         1. The Principal Amount of this Amended Note shall equal the principal
amount plus accrued and unpaid interest on the original Note. The interest rate
on this Amended Note shall revert to the original 10% non-default interest rate.
The Amended Notes will contain identical terms and conditions as the original
Notes, except all references to Note shall be changed to Amended Note and the
Note shall be amended as follows:

         2. The Maturity Date will be April 27, 2002. In addition, the Company
shall have the option to extend the Maturity Date for one additional year (the
"Extended Maturity Date"), in which event the Conversion Price (as defined
below) shall be adjusted as described below.

         3. The third full paragraph on page 2 of the Note is deleted in its
entirety and in lieu thereof the following words are substituted therefor:

         In consideration for the loan (the "Restructuring") evidenced by this
Amended Note and other identical Amended Notes in the aggregate principal amount
of up to $9,900,000, the Company shall grant to the holders of Amended Notes
(the "Holders"), a right to: (a) exchange, at any time during the two-year
period from the date of this Amended Note, each existing warrant previously
issued to the Holder for one share of the Company's common stock, $.001 par
value (the "Common Stock"), which shares shall be registered by the Company with
the Securities and Exchange Commission as promptly as practicable, but no later
than June 30, 1999, and (b) elect to either receive one share of Common Stock
for each one dollar ($1.00) principal amount of the Amended Note or have the
Conversion Price (as defined below) reduced from $1.00 per share to $.50 per
share, commencing upon the date when such additional shares issued under this
subsection have been registered by the Company with the Securities and Exchange
Commission (within six months of the date of this Amended Note) and for a
two-year period thereafter.

         4. Section 1 of the Note is hereby deleted in its entirety and in lieu
thereof the following words are substituted therefor;

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         Prepayment. The Principal Amount of the Amended Note may not be prepaid
prior to the Maturity Date.

         5. Section 2B of the Note is hereby deleted in its entirety.

         6. The following words are hereby deleted from the fifth line of
Section 3B(vi) of the Note: "Quarterly Report on From 10-Q for the period ended
March 31, 1998" and the words "Annual Report on Form 10-K for the year ended
December 31, 1998" are hereby substituted in lieu thereof.

         7. Section 4 A(v) of the Note is hereby amended to read as follows:

         Cross-Default. The Company shall default in the payment when due of any
amount payable under any other obligation of the Company for money borrowed in
excess of $100,000, exclusive of indebtedness which was past due at April 27,
1999, or owed to any Noteholder who does not consent to the terms of this
Amended Note.

         8. Section 4A(vi) of the Note is hereby amended to read as follows:

         (vi) Cross-Acceleration. Any senior debt or any other indebtedness of
the Company in an aggregate principal amount exceeding $100,000, exclusive of
any Notes not converted into an Amended Note (i) shall be duly declared to be or
shall become due and payable prior to the stated maturity thereof or (ii) shall
not be paid as and when the same becomes due and payable including any
applicable grace period.

         9. Section 5A of the Note is deleted in its entirety and in lieu
thereof the following words are substituted therefor:

         5. A (i) 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

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50% of the average closing bid price for the Common Stock for the 15 trading
days immediately preceding the date of extension.

                  A. (ii) 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.

         IN WITNESS WHEREOF, the Company has caused this Amended Note to be duly
executed in its corporate name by its duly authorized officer as of the date
first above written.

                                                PICK COMMUNICATIONS CORP.


                                                 By:____________________________
                                                      Thomas M. Malone,
                                                       Chief Executive Officer
Attest:

________________________
James H. Season,
Chief Financial Officer

         The Payee hereby consents to the execution of this Amended Note and
agrees to be bound thereby.

                                                ________________________________

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