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                        QWEST COMMUNICATIONS CORPORATION
                            CARRIER SERVICE AGREEMENT


THIS CARRIER SERVICES AGREEMENT (the "Agreement") is made and entered into as of
the Effective Date (as hereinafter defined) by and between QWEST COMMUNICATIONS
CORPORATION ("Qwest") located at 555 l7th Street, Denver, Colorado 80202 and
ORIX GLOBAL COMMUNICATIONS, INC. (the "Customer") located at 1771 E. Flamingo
Road, Suite #B-200, Las Vegas, Nevada 89119. Qwest and Customer are sometimes
referred to in this Agreement collectively as the Parties and singularly as a
"Party".

TERMS AND CONDITIONS

1.       SCOPE OF AGREEMENT

         Upon the request of Customer, Qwest agrees to provide to Customer the
         Qwest services for the prices and subject to the terms and conditions
         set forth herein described in the exhibits attached hereto (the
         "Service(s)"). The Services shall be provided in accordance with
         industry standards for such Services. Customer recognizes that certain
         of the Services or components of the Services may be provided by
         Affiliates (as hereinafter defined) of Qwest. To the extent certain
         terms are not covered in this Agreement, the Services may be provided
         pursuant to Qwest Tariff F.C.C. No. 2 and No. 3 and applicable state
         tariffs (collectively, the "Tariff(s)"), which are on file with the
         U.S. Federal Communications Commission ("FCC") and applicable state
         regulatory bodies, as modified from time to time by Qwest. As
         applicable to the furnishing of Services hereunder, the Tariff is
         hereby incorporated herein, except that the terms and conditions of
         this Agreement shall supplement or, to the extent inconsistent,
         supersede Tariff terms and conditions.

2.       SERVICE RATES AND TERMS

         (A) Qwest Service descriptions and rates are shown and described in the
         following Exhibits:

         Qwest Express (Blended) Terminating Services Description Exhibit
         Qwest Express (Blended) Terminating Services Rate Schedule Exhibit
         Qwest Express 8XX Originating Transport and RESP ORG Services
         Description Exhibit
         Qwest Express 8XX Originating Transport and RESP ORG Services Rate
         Schedule Exhibit

         Qwest reserves the right to eliminate any Service offerings and/or
         modify any charges for Service offerings upon written notice to
         Customer as follows:

         a)  Rate decreases and additional services offered, if any, in Qwest's
             discretion, shall be effective immediately upon written
             notification to the Customer or upon an effective date set forth by
             Qwest in such notification;

         b)  All rates, Services and agreements specified in Exhibits and
             attachments are subject to change immediately, with no prior notice
             to Customer, in the event there are mandated surcharges imposed by
             a federal, state or governmental agency. Further, notwithstanding
             any statements to the contrary contained in the Tariff, in the
             event that any regulatory agency, legislative body or court of
             competent jurisdiction promulgates regulations or modifies existing
             ones including, without limitation, regulations regarding payphone
             compensation, access charges and/or universal service (the
             "Regulatory Activity"), Qwest reserves the right, at any time upon
             written notice, to: (i) pass through to Customer all, or a portion
             of, any


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                        QWEST COMMUNICATIONS CORPORATION
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             charges or surcharges directly related to such Regulatory Activity;
             or (ii) modify the rates, including any rate guarantees, and/or
             other terms and conditions contained in this Agreement and/or the
             Tariff to reflect the impact of such Regulatory Activity;

         c)  International rates, Services and agreements specified in Exhibits
             and attachments, including Canadian and Mexican services, are
             subject to change upon five (5) calendar days written notice to
             Customer; All other rates, Services and agreements specified in
             Exhibits and attachments, excluding international, Canadian, and
             Mexican services, are subject to change upon thirty (30) calendar
             days written notice to Customer;

         (B) Customer shall have the right to terminate this Agreement in the
             event of any material (i) increase in rates for Services utilized
             by Customer, (ii) change in the Tariff or (iii) change in the
             Services, without penalty or early termination fee if such notice
             is delivered to Qwest within thirty (30) calendar days of the date
             of Qwest's notice of such increase or change; provided, however,
             that Customer shall have no obligation to use the Services during
             such notice period.

3.       WARRANTIES

         (A) Qwest represents and warrants to Customer that it has the right to
         provide to Customer the Services specified herein, and that it is an
         entity, duly organized, validly existing and in good standing under the
         laws of its origin, with all requisite power to enter into and perform
         its obligations under this Agreement in accordance with its terms.

         (B) Qwest represents and warrants to Customer that all Service rendered
         by it hereunder shall be designed, produced, installed, furnished and
         in all respects provided and maintained in conformance and compliance
         with applicable federal, state and local laws, administrative and
         regulatory requirements and any other authorities having jurisdiction
         over the subject matter of this Agreement and it shall be responsible
         for applying for, obtaining and maintaining all registrations and
         certifications which may be required by such authorities. Qwest shall
         secure and maintain in full force and effect all licenses, permits and
         authorizations from all governmental agencies to the extent that the
         same are required or necessary for the performance of its obligations
         hereunder including without limitation registering or filing this
         Agreement with the appropriate governmental agency in the event such
         registration is required by local law.

4.       CUSTOMER SERVICE

         Customer acknowledges and agrees that it shall provide all billing,
         inquiry, and customer service to Customer's end-users or customers (the
         "End-Users").

5.       REPRESENTATION

         Each Party shall not use any trademark, service mark, brand name or any
         other intellectual property of the other Party or its respective
         affiliate without such Party's prior express written consent.
         Notwithstanding the foregoing, Customer may disclose, during pre-sale
         activities, that Qwest is the underlying carrier of its service. In no
         event shall Customer represent or state to End Users or prospective End
         Users that it has any relationship with Qwest other than an agreement
         to purchase Qwest's services. The Parties agree to promptly and fully
         cooperate with the other Party to address and resolve all issues,
         problems, administrative procedures, End User complaints, regulatory
         investigations or inquiries or any other circumstances arising from
         Customer's use of Qwest Services.

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                        QWEST COMMUNICATIONS CORPORATION
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6.       FINANCIAL RESPONSIBILITY, PAYMENT AND SECURITY

         (A) Except as (i) otherwise provided in this Agreement or an Exhibit or
         as (ii) Customer has been otherwise notified by Qwest, all Qwest
         invoices (the "Invoices") are due upon receipt. Any undisputed amount
         on any Invoice which is not paid in full by Customer within thirty (30)
         calendar days from Invoice date via check or wire transfer, or in
         another manner explicitly agreed to by Qwest for Customer, shall be
         considered past due (the 31st day being the "Past Due Date"). All
         discounts and promotions, if any, and taxes, will be included in the
         monthly invoice. Any payment of an undisputed amount received by Qwest
         on or after the Past Due Date shall be subject to an interest charge on
         delinquent amounts at the rate of 1.00% of the late payment per month
         or the maximum lawful rate allowable under applicable state law,
         whichever is lower. Such interest charge shall be applied on any late
         payments, commencing upon the Past Due Date through the actual date of
         receipt of payment.

         (B) Any and all applicable national, federal, state and local taxes,
         including without limitation, all use, sales, value-added, surcharges,
         excise, franchise, property, commercial, gross receipts, license,
         privilege or other similar taxes, levies, surcharges, duties, fees, or
         other tax-related surcharges whether charged to or against Qwest or
         Customer, with respect to the Services or underlying facilities
         provided by Qwest, as well as any other imposition by any governmental
         authority which has the effect of increasing Qwest's cost of providing
         the Services or the underlying facilities, shall be payable by Customer
         in addition to the other charges set forth in this Agreement.

         (C) The Parties acknowledge that they may also be Parties under the
         Carrier Service Agreement for International Terminating Traffic (the
         "Other Services Agreement"). While there is an Other Services Agreement
         in force, Qwest and ORIX shall each prepare a monthly Invoice for their
         respective Services under this Agreement and the Other Services
         Agreement following the end of each billing month. In order to exercise
         this "offset" provision, the Parties agree to have identical calendar
         month billing cycles. Each Party shall forward a bi-monthly Invoice, at
         the dates as mutually agreed to by the Parties, to the other Party as
         soon as practicable after the end of the bi-monthly period to which the
         Invoice relates, but in no event no later than the end of the third
         (3rd) business day following the bi-monthly period to which the Invoice
         relates (the "Invoice Exchange Date").

         (D) No allowances shall be made in the bi-monthly Invoices for
         uncollectable amounts from a Party's End Users. Amounts set forth in a
         bi-monthly Invoice shall be deemed to have been accepted by the Party
         to whom it is rendered if that Party does not object in writing before
         the end of the period fifteen (15) calendar days after the Invoice
         Exchange Date. Adjustments and credits as agreed upon by the Parties
         shall be included in the subsequent bi-monthly Invoice.

         (E) The sums reflected in the bi-monthly Invoices exchanged by the
         Parties shall be reduced to a net balance and reflected on a bi-monthly
         settlement statement sent by Qwest to Orix within three (3) business
         days of the Invoice Exchange Date. The net balance on each bi-monthly
         settlement statement due shall be paid by the debtor party to the
         creditor party as soon as practicable, but in no event no later than
         the end of fifteen (15) calendar days after the Invoice Exchange Date.
         The payment of undisputed amounts shall not be delayed pending
         agreement to the adjustment of disputed items in that Invoice.
         Adjustments that are later agreed shall be included in a subsequent
         monthly Invoice and settlement statement.

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         (F) If full payment of all undisputed amounts is not made on or prior
         to the Past Due Date and then does not cure such failure within seven
         (7) calendar days after receiving written notice thereof from Service
         Provider, Qwest, in its sole discretion, shall have the right to
         suspend all or any part of the Services until such time as Customer has
         paid all unpaid and undisputed balances (including interest), or to
         terminate all or any part of the Service. During any such suspension,
         and upon any such termination, no service interruption shall be deemed
         to occur.

         (G) Customer acknowledges that it may not withhold any sums invoiced by
         Qwest for fraudulent calls Customer must notify Qwest within ninety
         (90) calendar days of receipt of any contested or disputed amount
         concerning charges as they appear on the Qwest billing statement.
         Customer's notification of any contested or disputed amount must be in
         writing and sent to: Credit & Collections Department, Qwest
         Communications Corporation, 4650 Lakehurst Court, Dublin, Ohio 43017 or
         to (614) 798-6460 by facsimile with duplicate notification to follow
         via regular U.S. Mail or overnight delivery. Written notification must
         be accompanied with a detailed written support, for any service
         interruption credit or other credit to which Customer believes itself
         entitled, and Qwest and Customer will promptly address and attempt to
         resolve the claim within forty-five (45) calendar days after such
         notification. If the dispute is not resolved during such period, then
         either Party may seek arbitration in accordance with this Agreement.
         Qwest, in its sole discretion exercised in good faith, may reject such
         documentation and/or explanation as inadequate. If Qwest so rejects
         such documentation, Customer shall have an additional ten (10) business
         days to provide additional supporting documentation to Qwest. If Qwest
         rejects such additional documentation, Qwest shall so notify Customer
         in which case the disputed portion of the bill shall be paid by
         Customer within ten (10) business days of Customer's receipt of Qwest's
         final notice of inadequacy. All Credits or adjustments for service
         outages will be made pursuant to applicable provisions of the Tariffs.
         In consideration of the discounts offered by Qwest pursuant to this
         Agreement, with respect to any unpaid balance(s) owed by Customer to
         Qwest, Qwest shall have the right to offset such unpaid balance(s) from
         any amounts that Qwest owes to Customer and any of its Affiliates (as
         hereinafter defined) under any other agreements between the Parties and
         their respective Affiliates.

         (H) Customer acknowledges and agrees that Qwest may reasonably require
         additional security and/or payment terms under this Agreement prior to
         the commencement of Services hereunder or during the Term hereunder, if
         there is a material change in circumstances of Customer's actual or
         anticipated usage hereunder, Customer's financial condition during any
         time that Customer uses the Service or Customer's Carrier Service
         Agreement for International Terminating Traffic with Qwest is
         terminated. Qwest shall establish a credit limit for the procurement of
         the Services by Customer and such credit limit may change from time to
         time. Qwest will not automatically notify Customer of any such change
         but will supply such information to Customer upon Customer's request.

7.       TERM

         The initial term of this Agreement (the "Initial Term") will begin on
         the first day of the first billing cycle following the Effective Date
         (as hereinafter defined) of this Agreement (the "Initial Service Date")
         and will continue for a period of the longer of (i) twelve (12)
         calendar months from the Initial Service Date, or (ii) as long as a
         term for a Service attached to this Agreement (the "Service Term") is
         in effect. The "Effective Date" is defined as the date this Agreement
         is signed by an authorized officer of Qwest after having been signed by
         Customer. Applicable Service rates and discounts, if any, shall be
         effective as of their respective effective date in the applicable
         Service rate or discount schedule. Following the Initial Term, the
         Agreement shall be

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                        QWEST COMMUNICATIONS CORPORATION
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         automatically renewed for successive one (1) year periods (each a
         "Renewal Term") until either Party provides the other Party with at
         least thirty (30) calendar days prior written notice of its intent to
         terminate this Agreement and the intended date of such termination. The
         Initial Term and Renewal Terms are sometimes collectively referred to
         herein as the "Term".

8.       OBLIGATIONS UPON EXPIRATION OR TERMINATION OF TERM

         Upon expiration or termination of this Agreement, Customer shall pay
         all outstanding balances hereunder in accordance with Section 6. Upon
         expiration or termination of this Agreement, Customer shall be fully
         subject to all terms and conditions, including standard tariffed rates,
         set forth in the Qwest Tariff for Qwest services received by Customer,
         if any, after such date.

9.       EARLY TERMINATION

         (A)    Customer may cancel this Agreement, without being subject to any
                cancellation or early termination fee or charge, except for
                unpaid charges as of the effective date of termination, by
                written notice of such cancellation given to Qwest not less than
                (30) calendar days prior to the date of such cancellation, if
                the Service provided under this Agreement is the subject of
                service outages or interruptions accumulating 120 hours or more
                over any period of 180 consecutive calendar days.

         (B)    Either Party may terminate this Agreement without liability or
                further obligation, except for unpaid charges as of the
                effective date of such termination, if Qwest is prohibited from
                furnishing the Service or if any material rate or term contained
                herein is substantially changed by order of the highest court of
                competent jurisdiction to which the matter is appealed, the FCC,
                or any other federal, state or local government authority.

         (C)    Customer acknowledges and agrees that Qwest may, at any time,
                and without notice to End Users, discontinue providing service
                to Customer in accordance with the terms of the Tariff and that
                such discontinuance may result in termination of service to the
                End Users.

         (D)    Notwithstanding the foregoing, and without affecting Qwest's
                right to receive payment for Customer usage of Services accrued
                prior to the termination date, Qwest retains the right to
                terminate this Agreement immediately and without prior written
                notice, under any of the following circumstances:

                (i)   Customer becomes or is declared insolvent or bankrupt, is
                      the subject of any proceedings related to its liquidation,
                      insolvency or for the appointment of a receiver or similar
                      officer for it, makes an assignment for the benefit of all
                      or substantially all of its creditors, or enters into an
                      agreement for the composition, extension, or readjustment
                      of all or substantially all of its obligations;

                (ii)  material change in Customer's ownership, except as
                      otherwise permitted; or

                (iii) Customer's failure to abide by all terms of Section 7
                      hereof or of any security requirements of Customer,
                      including, without limitation, Customer's failure or
                      refusal to provide additional security or payment upon
                      Qwest's request, or for any illegal acts on the part of
                      Customer, its officers, directors, employees, contractors,
                      agents, or servants, relating to the subject matter of
                      this Agreement; or

                (iv)  for any material breach by Customer of this Agreement.

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                           COMMUNICATIONS CORPORATION
                            CARRIER SERVICE AGREEMENT

         (E)    As long as Customer has not made any revenue or usage commitment
                under any of the Service Exhibits attached hereto, then Customer
                shall have the right to terminate this Agreement for
                convenience, without termination liability or fee except for
                Customer's payment of unpaid Services usage charges accrued
                prior to the date of termination, by written notice of such
                intent to terminate and the intended date of termination given
                to Qwest not less than thirty (30) calendar days prior to the
                date of termination set forth in such notification. Customer
                shall also have the right to terminate this Agreement upon the
                material breach of Qwest provided that Customer has given Qwest
                notice thereof, and Qwest shall have a period of thirty (30)
                calendar days to cure, if curable, such breach.

10.      DEFAULT

         Without regard to any other provisions of this Agreement or rights
         hereunder, the Parties agree that it shall be a material default under
         this Agreement if Customer fails to pay Qwest in accordance with
         Section 6 of this Agreement. Upon default under this Section 11, Qwest
         shall be entitled to all rights and remedies under the Qwest Tariff and
         other applicable law.

11.      LIABILITY

         QWEST'S LIABILITY ARISING OUT OF DELAYS IN INSTALLATION OR RESTORATION
         OF THE SERVICE HEREUNDER OR OUT OF MISTAKES, ACCIDENTS, OMISSIONS,
         INTERRUPTIONS, ERRORS OR DEFECTS IN THE ORDERING, PROCESSING,
         PROVISIONING, OR TRANSMISSION OF SERVICE SHALL IN NO EVENT EXCEED THE
         AMOUNT OF THE APPLICABLE ALLOWANCE AVAILABLE UNDER SECTION 7(B) OR THE
         TARIFFS. WITHOUT LIMITING THE FOREGOING, QWEST SHALL HAVE NO OBLIGATION
         TO PROVIDE ALTERNATIVE ROUTING WITH RESPECT TO ANY SERVICE OR
         TRANSMISSION CAPACITY PROVIDED PURSUANT TO THIS AGREEMENT. OTHER THAN
         AS SET FORTH IN THE TARIFF, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
         THE OTHER PARTY OR ANY OTHER PERSON, FIRM OR ENTITY IN ANY OTHER
         RESPECT, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL,
         ACTUAL, OR PUNITIVE DAMAGES, OR FOR ANY LOST PROFITS OF ANY KIND OR
         NATURE WHATSOEVER, EVEN IF FORESEEABLE, ARISING OUT OF ANY MISTAKE,
         ACCIDENT, ERROR, OMISSION, INTERRUPTION, OR DEFECT IN TRANSMISSION, OR
         DELAY ARISING OUT OF OR RELATING TO THE SERVICES OR THE OBLIGATIONS OF
         QWEST PURSUANT TO THIS AGREEMENT AND ANY EXHIBITS THERETO INCLUDING,
         WITHOUT LIMITATION, ANY FAILURE TO TIMELY OR ACCURATELY PROVISION OR
         INSTALL ANY PORTION OF THE SERVICES, OR CONDITIONS WHICH MAY RESULT
         FROM ACTIONS BY REGULATORY OR JUDICIAL AUTHORITIES OR OTHER CARRIERS
         THAT QWEST RELIES ON TO PROVIDE SERVICE TO CUSTOMER. QWEST MAKES NO
         WARRANTY WHETHER EXPRESS, IMPLIED OR STATUTORY, AS TO THE DESCRIPTION,
         QUALITY, MERCHANTABILITY, COMPLETENESS OR FITNESS FOR ANY PURPOSE OF
         THE SERVICE OR LOCAL ACCESS OR AS TO ANY OTHER MATTER, ALL OF WHICH
         WARRANTIES BY QWEST ARE HEREBY EXCLUDED AND DISCLAIMED. FOR THE PURPOSE
         OF THIS SECTION, THE TERM "QUEST" SHALL BE DEEMED TO INCLUDE QWEST,
         ITS EMPLOYEES, OFFICERS, DIRECTORS, AND AFFILIATES,

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                        QWEST COMMUNICATIONS CORPORATION
                            CARRIER SERVICE AGREEMENT

         AND ANY PERSON OR ENTITY ASSISTING QWEST IN ITS PERFORMANCE OR
         OBLIGATIONS UNDER THIS AGREEMENT. CUSTOMER HAS ACCEPTED THE LIMITATIONS
         OF LIABILITY AND DISCLAIMERS SET FORTH HEREIN AS PART OF A BARGAIN TO
         LOWER THE PRICE OF QWEST'S SERVICES HEREUNDER AND UNDERSTANDS THAT THE
         PRICES OF SAID SERVICES WOULD BE HIGHER IF QWEST WERE REQUIRED TO
         ACCEPT GREATER LIABILITY AND/OR DAMAGE LIABILITY.

12.      RELATIONSHIP

         Neither Party shall have the authority to bind the other by contract or
         otherwise make any representations or guarantees on behalf of the
         other. Both Parties acknowledge and agree that the relationship arising
         from this Agreement is one of independent contractor, and does not
         constitute an agency, joint venture, partnership, employee relationship
         or franchise.

13.      ASSIGNMENT

         Neither Party may assign this Agreement or any of its rights hereunder
         without the prior written consent of the other Party, which the other
         Party may grant or withhold in its sole discretion. Notwithstanding the
         foregoing, the Parties may assign this Agreement or any of their rights
         and benefits hereunder without the consent of the other Party to any
         Affiliate ("Affiliate" defined as, "any entity that directly controls,
         is controlled by or is under common control with that party") of such
         Party, to the surviving entity into which such Party may merge or
         consolidate, or to any entity to which the Party transfers all, or
         substantially all, of its business and assets, provided that the
         assignor shall remain liable for all of its obligations hereunder and
         such assignee shall in writing assume all obligations of the assignor
         hereunder arising after the effective date of such assignment. Any
         prohibited assignment or delegation shall be null and void. If during
         the Term of this Agreement, an entity acquires a controlling interest
         in or substantially all of the assets of Qwest, the acquiring entity or
         successor shall have the right to terminate this Agreement without
         further liability, financial or otherwise.

14.      REPORTING REQUIREMENTS

         Where reporting obligations or requirements are imposed upon Qwest by
         any third party or regulatory agency, and which such obligations or
         requirements can only be satisfied by obtaining information from
         Customer, Customer agrees to comply with such obligations and
         requirements, as reasonably required by Qwest, and to hold Qwest
         harmless for any failure of compliance with any such obligations or
         requirements.

15.      GOVERNING LAW, CERTIFICATIONS AND WARRANTIES

         (A)    Customer understands that Qwest, in conducting its business in
                the manner set forth herein, is subject to the Communications
                Act of 1934, as amended, and as interpreted and applied by the
                Federal Communications Commission. All terms of this Agreement
                not subject to the Communications Act of 1934 as amended and as
                interpreted and applied by the F.C.C. will be interpreted
                according to New York state law, without regard to the choice of
                law provisions of such State.

         (B)    If service is provided solely within a single state in a manner
                which subjects the Service to regulation by such state, then the
                terms and conditions of such Service and of this Agreement
                shall be subject to such regulations and to any addendum to this
                Agreement

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                        QWEST COMMUNICATIONS CORPORATION
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                relating thereto which is delivered by Qwest to Customer.
                Customer shall have the right to terminate this Agreement within
                ten (10) business days of receipt of such addendum without
                further liability hereunder.

         (C)    Customer certifies and warrants that it, and its business of
                resale of the Services, is in compliance with and will continue
                to be in compliance, in all material respects, with all federal,
                state and local laws and regulations relating to its performance
                under this Agreement. Customer certifies further that it is in
                good standing under the laws of the States in which it was
                organized, is existing or is doing business. Customer is solely
                responsible for obtaining all licenses, approvals, and
                regulatory authority for its operation and the provision of
                services to its End Users. Any breach of the obligations of a
                Party under this Section shall be a material breach of this
                Agreement. If a Party does not comply with this Section, in
                addition to any remedies available to such other Party at law or
                in equity, Qwest, in its sole discretion, may elect to decline
                to accept additional orders under this Agreement or each the
                non-breaching Party may immediately terminate this Agreement
                without further liability or obligation to the other Party
                (except for the payment for Services used).

16.      SURVIVAL

         All warranties, representations, indemnities, covenants and other
         agreements of the Parties hereto shall survive the execution, delivery
         and termination of this Agreement and shall, notwithstanding the
         execution, delivery and termination of this Agreement, continue in full
         force and effect. The terms and conditions of the Qwest Tariff along
         with Section 6, 7, 9, 11, 12, 13, 15, 18, 24 and any provision hereof,
         which, by its context is intended to survive the termination or
         expiration hereof, shall also survive. Additionally, any obligation to
         hold harmless and indemnify a Party hereunder shall survive the
         termination or expiration of this Agreement.

17.      INDEMNIFICATION

         Customer shall indemnify, defend and hold harmless Qwest from and
         against any claims, actions, damages, liabilities, costs, judgments or
         expenses (including attorney fees and an allocable portion of in-house
         counsel fees) arising (i) out of third Party claims resulting from the
         resale or reselling of the Service, including but not limited to the
         provision or termination of, or failure to provide, service by Customer
         to End Users and (ii) under this Agreement. Qwest shall indemnify,
         defend and hold harmless Customer from and against any claims, actions,
         damages, liabilities, costs, judgments or expenses (including attorney
         fees and an allocable portion of in-house counsel fees) arising under
         this Agreement.

18.      CONFIDENTIALITY

         Should confidential or proprietary information of either Customer or
         Qwest be disclosed to the other Party in the performance of this
         Agreement, the Party receiving such confidential or proprietary
         information (hereinafter "Recipient") hereby agrees to receive such
         information in confidence, and take such precautions as may be
         necessary to protect same from disclosure to others, during the Initial
         Term of this Agreement and for three (3) years following termination of
         this Agreement. Precautions taken shall be at least equivalent to
         Recipient's precautions with respect to its own confidential and
         proprietary information, but in no event less than a best efforts
         standard of care. ("Confidential Information" shall mean the
         proprietary and confidential data or information of a Party which is of
         tangible or intangible value to that Party and is not public
         information or is not generally known or available to that Party's
         competitors but is known only to that Party and those of its employees,
         independent contractors, consultants, customers or

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         agents to whom it must be confided in order to apply it to the uses
         intended, including, without limitation, information regarding that
         Party's customers or prospective customers, marketing methods and
         business plans gained by the other Party). Confidential Information
         shall not include information which (i) at the time of disclosure to
         Recipient is in the public domain through no acts or omission of
         Recipient; (ii) as shown by written records, is already known by
         Recipient; (iii) is revealed to Recipient by a third party who does not
         thereby breach any obligation of confidentiality and who discloses such
         information in good faith; or (iv) is disclosed pursuant to a legal
         order to disclose same to any governmental entity or pursuant to
         judicial or quasi judicial action (so long as Recipient gives
         disclosing Party prompt written notice sufficient to allow disclosing
         Party to seek a protective order or other appropriate remedy).
         Recipient agrees to disclose only such confidential information as is
         legally required and will use its best efforts to obtain confidential
         treatment for any confidential or proprietary information so disclosed.

19.      INTEGRATION AND AMENDMENTS

         The Agreement, together with all Exhibits, represents the entire
         understanding of the Parties with respect to the subject matter under
         this Agreement. Any and all prior offers, contracts, agreements,
         representations and understandings made to or with Customer by Qwest or
         any Affiliate or predecessors-in-interest with respect to the subject
         matter under this Agreement, whether oral or written, shall be
         superseded by this Agreement. All amendments to this Agreement shall be
         in writing and signed by both Parties.

20.      WAIVER

         The terms, covenants, representations and warranties of this Agreement
         may be waived only by a written instrument executed by the Party
         waiving compliance. The failure of either Party at any time to require
         performance of any provision hereof shall, in no manner, affect the
         right at a later date to enforce the same. No waiver by either Party of
         any breach of any term, covenant, representation or warranty contained
         in this Agreement, whether by conduct or otherwise, in any one or more
         instances, shall be deemed to be construed as a further or continuing
         waiver of any such breach or the breach of any other term, covenant,
         representation or warranty of this Agreement.

21.      SEVERABILITY

         In the event that any one or more of the provisions contained in this
         Agreement shall for any reason be held to be invalid, illegal or
         unenforceable in any respect, such invalidity, illegality or
         unenforceability shall not affect any other provision of this
         Agreement, but this Agreement shall be construed as if such invalid,
         illegal or unenforceable provision had never been contained herein.
         Further, in the event that any provision of this Agreement shall be
         held to be invalid, illegal or unenforceable by virtue of its scope or
         period of time, but may be made enforceable by a limitation thereof,
         such provision shall be deemed to be amended to the minimum extent
         necessary to render it valid, legal and enforceable or in the
         alternative both Parties shall negotiate in good faith to substitute
         for such invalid, illegal, or unenforceable provision a mutually
         acceptable provision that is consistent with the original intent of the
         Parties.

22.      NOTICE

         Except when actual receipt is expressly required by the terms hereof,
         notice is considered given either (i) when delivered by facsimile
         service to the phone number listed below with duplicate notification
         sent via regular U.S. Mail or overnight delivery or; (ii) when
         delivered in person to the recipient named below; or (iii) after
         deposit in the United States mail in a sealed envelope or


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                        QWEST COMMUNICATIONS CORPORATION
                            CARRIER SERVICE AGREEMENT

         container, either registered or certified mail, return receipt
         requested, postage prepaid, or via overnight courier service, addressed
         by name and address to the Party or person intended as follows:

                     To Customer:  Orix Global Communications, Inc.
                                   1771 E. Flamingo Road Suite #B-200
                                   Las Vegas, Nevada 89119
                                   Facsimile #: (702) 792-3313
                                   Attention: President

                     To Qwest:     Qwest Communications Corporation
                                   555 17th Street
                                   Denver, Colorado 80202
                                   Facsimile H: (303) 291-1724
                                   Attention: General Counsel

         Any Party may at any time change its address or facsimile number for
         notification purposes by giving the other Party prior written notice as
         provided in this Section by setting forth the new address and the date
         on which it will become effective. Either Party may require, by prior
         written notice given at any time or from time to time, subsequent
         notices to be given to another individual person, whether a Party or an
         officer or representative, or to a different address, or both;
         provided, however, that a P.O. Box shall not be considered to be an
         address for purposes of this Agreement.

23.      ARBITRATION OF DISPUTES

         (A)    Any dispute arising out of this Agreement relating to Qwest
                invoices or balances owed by Customer to Qwest for Services
                rendered, which cannot be resolved between the Parties, shall be
                settled by binding arbitration at the office of the American
                Arbitration Association ("AAA") located in Washington, D.C.. The
                arbitration shall be held in accordance with the commercial
                Arbitration Rules of the American Arbitration Association ("AAA
                Rules"), as amended by this Agreement.

         (B)    Either Qwest or the Customer may initiate arbitration by
                providing written demand for arbitration, a copy of this
                Agreement and the administrative fee required by the AAA Rules
                to the AAA its Washington, D.C. office. A copy of the notice
                shall also be provided to the other Party. The remaining cost of
                the arbitration, including the fees and expenses of the
                arbitrator, shall be shared equally by the Parties unless the
                arbitration award provides otherwise. Each Party shall bear the
                cost of preparing and presenting its case.

         (C)    One arbitrator shall be appointed in accordance with the AAA
                Rules within sixty (60) days of the submission of the demand for
                arbitration, unless both Parties otherwise agree in writing. The
                arbitrator shall designate the time and place in the Washington,
                D.C. metropolitan area, for the hearing within thirty (30) days
                of his or her appointment. Qwest and the Customer agree that the
                Arbitrator's authority to grant relief shall be subject to the
                provisions of this Agreement, the United States Arbitration Act,
                ("USAA"), the ABA-AAA Code of Ethics for Arbitrators in
                Commercial Disputes, Qwest Tariffs, substantive law, and the
                Communications Act of 1934, as amended. The Arbitrator shall not
                be able to award, nor shall any Party be entitled to receive
                punitive, incidental, consequential, exemplary, reliance or
                special damages, including damages for lost profits. The
                Arbitrator's decision shall follow the plain meaning of the
                relevant documents, and shall be final, binding, and enforceable
                in a court of competent jurisdiction. The decision of the
                Arbitrator is appealable only for perceived mistakes or
                misapplication of the law.


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                        QWEST COMMUNICATIONS CORPORATION
                            CARRIER SERVICE AGREEMENT

         (D)    Any dispute not outlined in Section 24(A) and arising out of or
                related to this Agreement regardless of the form of action
                whether in contract, indemnity, warranty, strict liability, or
                tort, including negligence of any kind with regard to Qwest
                Services or other conduct under this Agreement may be subject to
                arbitration upon the written consent of both Parties.

24.      ATTACHMENTS AND EXHIBITS

         All Attachments and Exhibits annexed to this Agreement are expressly
         made a part of this Agreement as fully as though completely set forth
         in it. All references to this Agreement shall be deemed to refer to and
         include this Agreement and all such Attachments and Exhibits.

25.      HEADINGS

         The headings of sections and subsections used in this Agreement are for
         convenience only and are not part of its operative language. They shall
         not be used to affect the construction of any provisions hereof.

26.      THIRD-PARTIES

         Except as otherwise provided herein, the representations, warranties,
         covenants and agreements of the Parties set forth in this Agreement are
         not intended for, nor shall they be for the benefit of or enforceable
         by, any person not a party hereto, including, without limitation, the
         End Users and Affiliates.

27.      AUTHORIZATION

         (a)    Customer represents and warrants that the full legal name of the
                Customer legal entity intended to receive the benefits under
                this Agreement and intended to use the Services is the name set
                forth in this Agreement and in the execution block. Each Party
                represents to the other Party that the person executing this
                Agreement on its behalf has been duly authorized by such Party
                to execute and bind such Party to the terms and conditions
                contained in this Agreement. Each Party, with full knowledge of
                all terms and conditions herein, does hereby warrant and
                represent that the execution, delivery, and performance of this
                Agreement are within such Party's corporate and/or partnership
                powers, have been duly authorized, and are not in conflict with
                law or the terms of any charter or bylaw or any agreement to
                which such Party is a party or by which it is bound or affected.

         (b)    Qwest may act in reliance upon any instruction, instrument, or
                signature reasonably believed by Qwest to be genuine. Qwest may
                assume that any employee of a party to this Agreement who gives
                any written notice, request, or instruction has the authority to
                do so.


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                        QWEST COMMUNICATIONS CORPORATION
                            CARRIER SERVICE AGREEMENT

         IN WITNESS WHEREOF, an authorized representative of each Party has
executed this Agreement effective as of the date of execution by Qwest as set
forth below.


QWEST COMMUNICATIONS CORPORATION



By: /s/ MICHAEL MURPHY                        Date 29 April 1999
    -----------------------------------            -----------------------
Name:  Michael Murphy
Title: Vice President



ORIX GLOBAL COMMUNICATIONS, INC.



By: /s/ STEVEN R. LOGLISCI                    Date 12 April 1999
    -----------------------------------            -----------------------
Name:  Steven R. Loglisci
Title: President







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                       QWEST CONFIDENTIAL AND PROPRIETARY