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                              TERMINATION AGREEMENT


                  THIS TERMINATION AGREEMENT, dated as of the 13th day of
January 2000, by and among PICK COMMUNICATIONS CORP, a Nevada corporation
("Pick") LEBOW INVESTMENTS LTD., a British Virgin Island corporation ("Lebow")
and ATLANTIC TELENETWORK, INC., a Delaware corporation ("ATN").

                                    RECITALS
                                    --------

                  WHEREAS, Lebow and ATN entered into that certain Option
Agreement dated as of September 13, 1999 (the "Option Agreement") relating to
the purchase of all the outstanding capital stock of PICK Net, Inc. and PICK Net
UK PLC (the "Companies"); and

                  WHEREAS, Lebow and ATN have made a mutual decision not to
complete the transaction contemplated by the Option Agreement; and

                  WHEREAS, neither Lebow nor ATN has commenced performance under
the Option Agreement, and Lebow and ATN wish to terminate the Option Agreement
and declare it a nullity, without any liability or obligation on the part of
either party thereto; and

                  WHEREAS, in consideration for terminating the Option
Agreement, the Board of Directors of PICK, the parent of the Companies, has
authorized the issuance to ATN of warrants (the "Warrants") to purchase one
million shares of the common stock of PICK at an exercise price of $2.00 per
share.

                  NOW, THEREFORE, Pick, Lebow and ATN agree as follows:

1. Pick hereby represents and warrants to ATN:

   1.1. The total number of shares of common stock which Pick has outstanding
        or has committed to issue, under options, warrants, convertible
        securities or contractual agreements or arrangements of any kind
        whatsoever, does not exceed 16 million shares of common stock as of
        the date of this Termination Agreement;

   1.2. The Warrants have been duly authorized by the board of directors of
        Pick, and the issuance of the Warrants will not violate any provision
        of Pick's certificate of incorporation or bylaws or any agreement (of
        any nature whatsoever) to which Pick or any of its subsidiaries or
        affiliates is a party and, except with respect to the number of shares
        of common stock issuable upon conversion of Pick's 10% Senior Secured
        Notes in the original aggregate principal amount of $9,900,000, will
        not give rise to any right of any stockholder or any other person to
        acquire shares of common stock of Pick from Pick.

2. On or prior to January 7, 2000, Pick shall issue and deliver to ATN a
certificate or certificates for the Warrants, which shall be substantially in
the form of Exhibit A to this Termination Agreement.










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3. Subject to the accuracy of the representations and warranties made by Pick in
paragraph 1 of this Termination Agreement and to the receipt by ATN of the
Warrants on or before January 7, 2000 in accordance with paragraph 2 of this
Termination Agreement, Lebow and ATN agree that the Option Agreement is hereby
terminated and declared null and void, and neither Lebow nor ATN shall have any
further liability or obligation to the other arising under the Option Agreement.

4. This Termination Agreement shall have no effect upon any obligations of the
Companies or Pick or any of its subsidiaries under the Discretionary Credit
Agreement dated as of September 13, 1999 among the Companies and ATN or any
Credit Documents (as defined in said Discretionary Credit Agreement) or any
promissory notes heretofore issued by the Companies or by PICKSat Inc. to ATN.

                  IN WITNESS WHEREOF, Pick, Lebow and ATN have caused this
Termination Agreement to be executed by its duly authorized representative as of
the date first above written.


PICK COMMUNICATIONS CORP.


By: /s/ Diego Leiva
    -------------------------------
    Name: Diego Leiva
    Title: Chairman


LEBOW INVESTMENTS LTD.                     ATLANTIC TELENETWORK, INC.



By: /s/ Robert Sams                        By: /s/ Steven M. Ross
    -------------------------------            ------------------------------
    Name: Robert Sams                          Name: Steven M. Ross
    Title: President                           Title: Chief Financial Officer


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