HEADS OF AGREEMENT
                     Premier Information Systems Pty Limited
                          Trade Wind Marketing Pty Ltd
                     (on behalf of Flexifax Global Services)


PARTIES:  Premiere  Information Systems Pty Limited A.C.N. 001 722 292 (formerly
Xpedite International) ("PremInfo") and Trade Wind Group Pty Ltd (A.C.N. 052 100
455 ) ("TWM") and its subsidiaries, including Flexifax Global Services

BACKGROUND

A.       This Heads of Agreement represents the agreed understanding between the
         parties  concerning  a new  Strategic  Partnership  in  respect  of the
         products and services herein described.

B.       TWM, through its Flexifax Global Services  activity teas built up a fax
         and email  broadcast  business  and  delivers its traffic over a global
         network.  This network  incorporates  remote nodes in a number of major
         cities around the world.

C.       Premlnfo has built a global network, also with nodes located around the
         world,  to deliver its services which include fax broadcast,  fax merge
         email broadcast and many other products and services.

PURPOSE AND SCOPE

The  Parties  wish  to  enter  into a  Strategic  Partnership  whereby  the  two
operations  are  integrated to the extent that the TWM traffic is delivered over
the PremInfo  global network thus providing gains in efficiency and economies of
scale to the benefit of both parties.

The  integration of the operations will enable each party to offer the other its
range of products & services on an agreed wholesale  basis.  This will allow the
parties to concentrate on, and grow; their core  businesses.  These products and
services will cover fax broadcast,  computer to fax, fax merge, email broadcast,
voicemail, teleconferencing and any other service that may be available from the
parties and of use to customers of the parties



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Heads of Agreement                                              Premlnfo and TWM

INTENTIONS

A.       As part of this  Strategic  Partnership a Wholesale  Agreement  will be
         entered  into by the parties for  delivery of traffic over the PremInfo
         global network with PremInfo being the global network  provider for all
         fax services and the preferred  supplier for other  enhanced  messaging
         services to TWM.

B.       Each party  will,  wherever  practical,  make access  available  to the
         others  clients  special  saleable  features.  These  features  will be
         offered on a wholesale  basis  between the parties with  billing  being
         presented by the party holding that client account.

C.       It is the intention under this Strategic  Partnership that applications
         and TWM  specialist  services  will be  developed.  For  instance,  TWM
         intents to build up a Media and  Database  activity  which it will make
         available as a service to' PremInfo clients.

D.       It is expressly  agreed that TWM can be free to further develop and add
         integrated  features to its own front end  technology.  This will be to
         incorporate  additional or separate services in co operation with other
         'channel partnering' arrangements it may have.

E.       TWM has a Voice and Data  activity  dealing  in call  centres  and such
         like. It is the intention under this agreement to make TWM and PremInfo
         products and services available to TWG call centre customers.

GENERAL

Customer Migration

That TWM will migrate all its current traffic over to the PremInfo network. This
will be achieved by TWM giving to PremInfo the communication protocols its front
end or Gateway currently uses to transfer traffic via the Tandem.  PremInfo will
then prepare a software  application  that will convert the information into the
PremInfo  format  suitable for traffic  distribution  via its own  network.  The
conversion will take into account customer specific defaults such as 'fine' mode
etc.  These  conversions  will also cover  requests  for  'statue'  reports from
clients and will facilitate an audit trail from TWM to PremInfo. Full details of
the  customer  migration  will be Prepared  and agreed to by both parties in the
form of a migration plan.

TWM will have the option of using its own or existing  technology,  specifically
via the `Flexifax  Gateway',  or using the PremInfo client  interface to deliver
traffic  to  PremInfo.  PremInfo  will work  with TWM to  provide  the  PremInfo
interface with the TWM 'look and feel' after discussions and agreement with TWM.
PremInfo will

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Heads of Agreement                                              Premlnfo and TWM

provide the necessary  software  tools and resources to enable TWM to do this in
future.

Billing

The  existing  clients of  PremInfo  and TWM and any new  clients as notified to
PremInfo  will halve billing data sent to them by TWM Premlnfo will deliver call
details to TWM in an agreed soft formatas  detailed in the Wholesale  Agreement.
TWM will be responsible for invoicing and for bill collection for its registered
clients.

PremInfo to provide daily traffic statistics to TWM.

TWM  will  pay  PremInfo  the  cost  of  delivery  within  invoice.  Research  &
Development 60 days of the date of the invoice.

Research and Development

Subject to further  definitive  discussions it is also agreed that the Strategic
Partnership agreement will give TWM access to PremInfo local R&D at agreed rates
per hour.  Similarly TWM will give  PremInfo  access to R&D time at agreed rates
per hoar. In this way product  development and  enhancements  can be implemented
for the  benefit of both  parties.  To this end  PremInfo  and TWM agree to make
available  the  necessary  software  tools and  resources to enable the other to
`badge' the products.

Tariffs.

1. Traffic Originating in Australia
1.1 Delivery within Australia
The  initial  agreed  tariffs  are  based on TWM's  termination  mix and  volume
provided to PremInfo by TWM.

For total  minutes/month of 1,300,000 - average domestic price A$0.155 For total
minutes/month of 1,300,001 or more- average domestic price A$0.152

1.2 For international traffic - as per wholesale price list to be agreed


2. Traffic Originating outside Australia

2.1 New  Zealand and  Singapore.  PremInfo to provide  wholesale  rates  through
Premiere Technologies Inc's. operating companies in these areas - to be agreed

2.2 Existing TWM traffic  originating  from London,  Switzerland  and Vancouver.
PremInfo to coordinate  wholesale rates thorough Premlnfo operating companies in
these areas or sale of the current minutes as soon as possible.

Territories
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Heads of Agreement                                             Premlnfo and TWM


This  agreement  covets  originated  traffic from  customers in  Australia,  New
Zealand.

Under this  Strategic  Partnership,  TWM may start up a similar  activity in any
other  country  and  establish  local  access to that  countries  local node and
receive  the  appropriate  wholesale  tariffs for that  country.  The levels and
arrangement  will be determined by each  country's  arrangement.  This agreement
also provides for access to each party's  products and services  internationally
at wholesale rates to be agreed from time to time and location to location.

TWM currently has originated traffic from Vancouver, London and Switzerland. The
parties agree to determine how this traffic is going to be handled.

Staffing

As  a  result  of  this   Strategic   Partnership   there  will  be  some  staff
rationalisation  in TWM  PremInfo  agrees to help find TWM staff made  redundant
alternative  employment where possible with PremInfo or with  organisations they
have close relationships with.

Timing and implementation

The  parties  agree that the  migration  process  must be  completed  quickly to
minimise  the time that the two  networks  are  operating  in parallel  but with
reduced  traffic for TWM The parties agree that an  implementation  plan must be
established  and put in place  within  four  days of  signing  TWM his  Heads of
Agreement  The  Parties  agree to use their best  endeavours  to  migration  all
customers within four weeks of finalising the wholesale agreement.

Approval

This Strategic Partnership agreement is subject to board approvals by Trade Wind
Group Pty Ltd. Flexemessaging.com, Inc. and Trade Wind Communications Limited.


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