<PAGE>

                                                                     EXHIBIT 4.1

NO. 121-8/2003-REGLN.                                        DATED: 8TH MAY 2003

                             INTERCONNECT AGREEMENT

This agreement is made on this 8TH DAY OF MAY 2003 to be effective from
01.05.2003 and valid up to 31.03.2004 between M/s Bharat Sanchar Nigam Limited a
company registered under the Companies Act 1956 having license to provide all
types of services of Telegraph including international long distance services
and having its registered office at 5th Floor, Sanchar Bhawan, 20 Ashoka Road,
New Delhi- 110 001 and Corporate Office at Statesman House, B-148, Barakhamba
Road, New Delhi-110001 (hereinafter called the BSNL) of the ONE PART and M/s
VIDESH SANCHAR NIGAM LIMITED a company registered under the Companies Act 1956
and having its registered office at Videsh Sanchar Bhavan, M.G. Road, Mumbai -
400 001 and Corporate Office at Lokmanya Videsh Sanchar Bhavan, Kashinath Dhuru
Marg, Prabhadevi, Mumbai 400 028 (hereinafter called ILDO which expression shall
unless repugnant to the context, include its successors in business, legal
representatives and administrators or permitted assigns) of the OTHER PART.

WHEREAS ILDO holds an International Long Distance license to provide
international long distance services under Section 4 (1) of the Indian Telegraph
Act, 1885 to provide INTERNATIONAL LONG DISTANCE SERVICE on the terms and
conditions specified in such Licenses.

         IT IS AGREED AS FOLLOWS:

1)       Each party, i.e. BSNL as well as the ILDO, does hereby agree to:

         a)       Interconnect its Network to the Network facilities of the
                  other party; and

         b)       Make available to the other party the services, facilities and
                  information as specified in this Interconnect Agreement.

         c)       Provide the other interconnected party with interconnection
                  traffic carriage and fault detection of a technical and
                  operational quality that is equivalent to that which each
                  party provides to itself.

2)       The ILDO shall ensure that its interconnect facilities delivered at
         each point of interconnection (POI) conform to the applicable quality
         of service (QOS) standards as prescribed by Licensor / TRAI from time
         to time and technical specifications for interconnection by the
         relevant delivery date determined pursuant to the provisions of this
         Agreement.

3)       ILDO shall be responsible to provide, install, test, make operational
         and maintain all interconnection facilities on its side of point of
         interconnection (POI) unless otherwise mutually agreed.

4)       ILDO shall comply with all security and safety practices and procedures
         notified from time to time by the LICENSOR or any other competent
         Authority authorized by law.

5)       Notwithstanding anything contained hereinafter, it is further agreed
         and declared that either Party reserves the right to modify at any time
         the terms and conditions of the Interconnect Agreement, in case of
         receipt of a direction from the LICENSOR or any other
         regulatory/competent authority. Any of the terms of this agreement may
         be reviewed at the request of either party.

6)       This agreement is intended to apply only to the provision of Services
         by one party to another party and to related matters concerning the
         parties and may not be construed as conferring benefits on the third
         persons.

7)       The parties acknowledge that this agreement is intended to apply to the
         provisions related to International Long Distance Service as mandated
         in the license for ILD Services between BSNL as a provider of various
         Telecommunication Services and the ILDO as a provider of International
         Long Distance Service and not as a provider of any other service.

<PAGE>

8)       (a) The parties agree that billing of subscribers who select ILDO as
         their international long distance carriers by choosing the assigned
         carrier access code of ILDO shall be the sole responsibility of the
         ILDO.

             (b)      BSNL shall supply on demand from ILDO subscriber related
             directory information such as name, address, change of address on a
             computer floppy / CD on monthly basis on payment of charges to BSNL
             by ILDO which shall be mutually discussed and agreed at the time of
             implementation of CAC/CIC.

             (c)      The parties acknowledge and agree that for the purpose of
             billing of subscribers by ILDO when CAC / CIC is introduced there
             shall be issues arising in respect of disconnection of subscribers
             by the access providers due to non payment of dues of one or more
             ILDOs. To protect the interests of all the parties concerned, it is
             agreed that the parties shall refer the matter to
             licensor/regulator to issue necessary guidelines/regulations in
             this regard, so that these are applied uniformly to all operators.

             (d)      If the calls are dialed without CAC/CIC and BSNL decides
             to handover such calls to the ILDO for further carriage and
             termination in the distant country, BSNL shall do the subscriber
             billing and collect payments from its subscribers.

9)       The parties acknowledge that substantial costs will have to be incurred
         by BSNL for Implementation of CAC/CIC based carrier selection for
         providing choice to the subscribers for availing the services from
         ILDO. Parties agree that such costs will have to be shared among the
         ILDOs. The basis of such sharing mechanism may have to be decided by
         the licensor/regulator for which the parties agree to make a reference
         to the licensor/regulator for issuing the guidelines. It is further
         agreed that the BSNL shall be able to take up the work of up gradation
         for Implementation of CAC/CIC on receipt of the required amount for
         such upgradation.

10)      In case any of BSNL's resources and support facilities are availed by
         the ILDO, BSNL will be free to charge from the ILDO for use of the
         same.

11)      The parties further acknowledge that they will mutually discuss to
         arrive at solutions to the issues arising out of any changes in the
         terms and conditions of the license of either party or any change in
         Interconnection Regulation at any point of time requiring changes in
         the interconnection arrangements in this agreement.

12)      Each Party agrees that the other is treated no less favorably than any
         other with regard to commercial, interconnectivity and other aspects of
         the Interconnect Agreement.

13)      The chapters from 1 to 9 (One to Nine) and Schedule-I along with the
         connected Annexure (1 to 5), as given below, specifically lay the terms
         and conditions as per the respective titles and these terms and
         conditions shall govern the mutual relations of the parties and they
         shall form a part and parcel of this Agreement.

14)      In case of any difference of interpretation between contents of the
         main body of the agreement and the Schedules/Annexures, the contents of
         the main body shall prevail.

15)      BSNL and ILDO shall try to maximizing traffic flow to each other
         (within the constraints of Government directions) and ILDO shall
         handover all the traffic meant for BSNL's subscribers directly through
         the designated Level 1 TAX of BSNL nearest to the ILDO's international
         Gateway switch located in the same circle.

16)      BSNL and ILDO shall exchange only `Toll Quality Voice Telephony'
         traffic at the Points of Interconnection.

17)      All interconnection arrangements including interconnectivity of ILDO's
         Gateway Switches with BSNL's network shall be in conformity with the
         framework of ILD policy of the Government of India as envisaged through
         the terms and conditions of the ILD licenses issued by the Licensor to
         the ILDOs. Existing interconnectivity shall be rearranged within four
         weeks from the date of signing of this agreement so as to bring this in
         conformity with the terms and conditions detailed herein.

18)      Interconnection and revenue sharing arrangement for all other services
         being currently provided by ILDO and extended by BSNL to its
         subscribers shall be separately discussed to arrive at mutually
         agreeable arrangement within 8 weeks of signing of this agreement, till
         then the existing arrangements shall continue.

<PAGE>

19)      The revenue sharing arrangement as per Schedule-I will, however, be
         effective from 1.05.2003.

<PAGE>

                                      INDEX

<TABLE>
<CAPTION>
                                                            PAGES
CHAPTER SUBJECT / TITLE                                      FROM               TO
------------------------------------------------------------------------------------
<S>                                                         <C>                 <C>
1.       Definitions                                           7       -        12

2.       Technical issues pertaining
                  to interconnection                          13       -        18

3                 Interconnect Capacity                       19       -        23

4.                Testing and commissioning
                  of Interconnect circuits                    24       -        24

5.                Interconnect Performances
                  standards                                   25       -        26

6.                Interconnection charges                     27       -        29

7.                Interconnect Billing System                 30       -        34

8.                Disputes (other than billing
                  Disputes) and arbitration                   35       -        35

9.                Liability, Indemnity and
                  Intellectual Property Rights                36       -        36

                  Annexure - 1                                37       -        37

                  Annexure - 2                                38       -        38

                  Annexure - 3                                39       -        39

                  Annexure - 4                                40       -        41

                  Annexure - 5                                42       -        43

                  Schedule-1 :
                  Access Charges & Revenue Sharing            44       -        46

                  Annexure I                                  47       -        48
</TABLE>

IN WITNESS WHEREOF the parties hereto have caused this Agreement to be executed
through their respective authorized representatives on the day and year first
above written.

Signed and Delivered for and on behalf of BHARAT SANCHAR NIGAM LIMITED.

By SHRI MAHIPAL SINGH
   Jt. DDG (REGULATION-I), BSNL

<PAGE>

Signed on behalf of M/s VIDESH SANCHAR NIGAM LIMITED

By SHRI SATISH RANADE, EXECUTIVE DIRECTOR (LEGAL) AND COMPANY SECRETARY holder
of General Power of Attorney dated 03 March, 1988 executed in accordance with
the Resolution No. NIL dated 02 September, 1987 passed by Board of Directors.

in the presence of:

Witnesses

1. _____________________

2. _____________________

<PAGE>

                                   CHAPTER-1

1. Definitions

In this Agreement, words and expressions will have the following meanings as are
respectively assigned to them unless the contrary intention appears from the
context:

1.1 "APPLICABLE SYSTEMS":     means all the necessary equipment,
                              systems / sub systems and components of the
                              network engineered to meet relevant ITU standards,
                              ITU - T, ITU - R recommendations, TEC
                              Specifications and Industry standards for
                              provision of service in accordance with
                              operational, technical and quality requirements
                              and other terms and conditions of the License
                              Agreement.

1.2 "BILL ISSUE DATE":        means the 10th of every Calendar month.

1.3 "BILLING PERIOD":         means the period of one Calendar month commencing
                              on the first day of every month.

1.4 "BILLING INFORMATION":    means the Information, as specified in Chapter 6 &
                              7, necessary to ascertain the charges payable by
                              either party under agreement.

1.5 "BSNL":                   means Bharat Sanchar Nigam Limited.

1.5A "BSO":                   means Basic Service Operator.

1.6 "CLI" or "CALLING
LINE INDENTIFICATION":        means the information generated by the Network
                              capability which identifies and forwards the
                              calling number through the interconnected BSNL's /
                              ILDO's Network.

1.7 "CONNECTABLE SYSTEM":     means a telecommunication system, which is
                              authorized to be run under a license, which
                              authorizes connection of that system to the
                              Applicable system.

1.8 "DoT"                     means Department of Telecommunications and/or its
                              successors.

1.9  "DIRECT EXCHANGE LINE":  means a telephone connection between the
                              subscriber's terminal equipment and the terminal
                              exchange.

1.10 "FUNDAMENTAL PLAN":      means Numbering Plan, Traffic Routing and
                              Switching Plan and transmission Plan issued by
                              Department of Telecom and as may be amended from
                              time to time.

1.11 "INFRASTRUCTURE
PROVIDER (S)":                means a person or persons providing inactive
                              elements of the telecom network including dark
                              fibers, right of way, duct space, towers, etc. as
                              well as those who provide end to end bandwidth to
                              other service providers.

1.12 "INSTALLED CAPACITY":    means the total number of lines for which
                              switching equipment is available in the exchange
                              for connection of subscribers.

1.13 "INTERNATIONAL
GATEWAY SWITCH":              means Point of Presence of the ILDO as approved by
                              the Licensor.

<PAGE>

1.14 "INTERNATIONAL
SERVICE":                     means the telecom services originating in the
                              country and terminating outside the country and
                              vice versa.

                              Scope of the ILD service is as follows:

                              The ILD Service is basically a network carriage
                              service (also called Bearer) providing
                              International connectivity to the Network operated
                              by foreign carriers. The ILD service provider is
                              permitted full flexibility to offer all types of
                              bearer services from an integrated platform. ILD
                              service providers will provide bearer services so
                              that end-to-end tele-services such as voice, data,
                              fax, video and multi-media etc. can be provided by
                              Access Providers to the customers except "Global
                              Mobile Personal Communication Service (GMPCS)
                              including through INMARSAT" for which a separate
                              license is required. ILD service providers would
                              be permitted to offer international bandwidth on
                              lease to other operators. ILD service provider
                              shall not access the subscribers directly which
                              should be through NLD service provider or Access
                              Provider. Resellers are not permitted.

1.15 "INTER CIRCLE TRAFFIC":  means the long distance traffic originated in one
                              telecom circle and terminating in another telecom
                              circle.

1.16 "INTRA CIRCLE TRAFFIC":  means the long distance traffic originating and
                              terminating within boundaries of the licensed
                              Service Area.

1.17 "LOCAL AREA":            means the geographical area served by an exchange
                              or an exchange system and which is co-terminus
                              with Short Distance Area (SDCA) or where the
                              telegraph authority has declared any area served
                              by an exchange system to be the local area for the
                              purpose of telephone connections. All exchanges
                              within the local area being treated as multi
                              exchange system.

1.18 "LOCAL CALLS":           "Local calls" are calls which originate from
                              subscribers of a service provider's
                              network/exchange system in a SDCA and terminate
                              either (i) within the same SDCA or (ii) in the
                              contiguous telephone exchange system of the
                              adjacent SDCA, provided these are delivered/handed
                              over to another service provider's network in the
                              destination SDCA only.

1.19 "LONG DISTANCE CALL":    means a call terminating in a Local Area other
                              than in which it originated.

1.20 "LONG DISTANCE
CHARGING AREA (LDCA)":        means one of the several areas into which the
                              country is divided and declared as such for the
                              purpose of charging for trunk calls which
                              generally is co-terminus with Secondary Switching
                              Area (SSA).

1.21 "LONG DISTANCE
CHARGING CENTRE (LDCC)":      means a particular Trunk Exchange in a Long
                              Distance Charging Area declared as such for the
                              purpose of charging Long Distance calls.
                              Headquarters of SSAs are generally LDCCs.

1.22 "LICENSOR"               shall refer to President of India acting through
                              any authorized person, who grants License under
                              Section 4 of Indian Telegraph Act 1885 and Indian
                              Wireless Telegraphy Act 1993, unless otherwise
                              specified.

1.23 "MESSAGE":               means anything covered within sub-section (3) of
                              section 3 of the Indian Telegraph Act 1885.

<PAGE>

1.24 "NATIONAL LONG
DISTANCE (NLD) SERVICE":      means carriage of switched bearer
                              telecommunication service over long distance.

1.25 "NATIONAL LONG
DISTANCE SERVICE
OPERATOR (NLDO)":             means the telecom operator providing the required
                              digital capacity to carry long distance
                              telecommunication service within the scope of the
                              License for National Long Distance Service, which
                              may include various types of tele services defined
                              by ITU, such as voice, data, fax, text, video, and
                              multi media etc.

1.26 "OTHER SERVICE
PROVIDERS":                   means the operators who offer service for
                              applications like tele - banking, tele - medicine,
                              tele - education, tele - trading, E - Commerce
                              etc. by using infrastructure provided by various
                              access providers. These other service providers
                              (OSPs) do not infringe on the jurisdiction of
                              access providers and do not provide switched
                              telephony.

1.27 "PAY BY DATE"            means the 15th day from the date of issue of bill.

1.28 "PHONOGRAM"              means a telegraphic message sent to or received
                              from a telegraph office by a subscriber over
                              telephone.

1.29 "POINT OF PRESENCE
(POP)" IN RESPECT OF BSO:     means setting up of switching center and
                              transmission center of appropriate capacity by
                              Basic Telephone Service provider at the SDCA level
                              to provide, on demand, service of prescribed
                              quality and grade of service in a
                              non-discriminatory manner.

1.29A "POINT OF PRESENCE
(POP)" IN RESPECT OF NLDO:    means setting up of switching center and
                              transmission center of appropriate capacity by
                              national Long Distance Service provider at the
                              LDCC level to provide, on demand, service of
                              prescribed quality and grade of service in a
                              non-discriminatory manner or as approved by the
                              Licensor from time to time.

1.29B "POINT OF PRESENCE
(POP)" IN RESPECT OF ILDO:    means setting up of switching center and
                              transmission center of appropriate capacity by the
                              ILDO to provide on demand, service of prescribed
                              quality and grade of service in a
                              non-discriminatory manner.

1.30 "PSTN"                   means Public Switched Telephone Network.

1.31 "RADIO TRANSMITTER":     means the Radio Transmitter and Receiver at base
                              stations.

1.31 A "REGULATIONS":         means the regulations issued by TRAI under TRAI
                              Act, 1997 as amended from time to time.

1.32 "SERVICE AREA"           means the specified territorial telecom circle
                              bounded by geographical limits within which the
                              ILDO is licensed to operate and offer the Service.

1.33 "SERVICE PROVIDERS"      means telecom service provider licensed under
                              Section 4 of the Indian Telegraph Act 1885 for
                              provisions of service.

<PAGE>

1.34 "SHORT DISTANCE
CHARGING AREA (SDCA)":        means one of the several areas into which a Long
                              Distance Charging Area is divided and declared as
                              such for the purpose of charging for trunk calls
                              and within which the local call charges and local
                              numbering scheme is applicable. SDCAs, with a few
                              exceptions, coincide with revenue tehsil / taluk.

1.35 "SHORT DISTANCE
CHARGING CENTRE (SDCC)":      means a particular Exchange in a Short Distance
                              Charging Area declared as such for the purpose of
                              charging trunk calls. Headquarters of SDCAs are
                              generally SDCCs.

1.36 "TDSAT":                 means Telecom Disputes Settlement and Appellate
                              Tribunal.

1.37 "TEC":                   means Telecom Engineering Center.

1.38 "TRAI"                   means Telecom Regulatory Authority of India

1.39 "VSNL"                   means Videsh Sanchar Nigam Limited.

1.40 The following abbreviations shall bear the full expression as mentioned
below:

ACM                           ADDRESS COMPLETE MESSAGE

ANM                           ANSWER MESSAGE

BHCA                          BUSY HOUR CALL ATTEMPTS

CAS                           CHANNEL ASSOCIATED SIGNALING

CCS7                          COMMON CHANNEL SIGNALING NO.7

CON                           CONNECT MESSAGE

CG                            CALL PROGRESS MESSAGE

CRG                           CHARGING MESSAGE

DPC                           DESTINATION POINT CODE

ISD                           INTERNATIONAL SUBSCRIBER DIALING

I/C                           INCOMING

LDCA                          LONG DISTANCE CHARGING AREA

NW                            NETWORK

O/G                           OUTGOING

OPC                           ORIGINATION POINT CODE

SDCA                          SHORT DISTANCE CHARGING AREA

SDCC                          SHORT DISTANCE CHARGING CENTRE

<PAGE>

SPC                           SIGNALING POINT CODE

SDH                           SYNCHRONOUS DIGITAL HIERARCHY

STD                           SUBSCRIBER TRUNK DIALING

TAX                           TRUNK AUTOMATIC EXCHANGE

TS                            TIME SLOT

<PAGE>

                                   CHAPTER-2

TECHNICAL ISSUES PERTAINING TO INTERCONNECTION:

2.1               INTERCONNECTIVITY

2.1.1             ILDO's network shall have interconnectivity with BSNL's
                  network at the Level-I TAX located at the location of approved
                  International Gateway Switch of the ILDO. This
                  interconnectivity shall be for following types of calls:

                  a.       Incoming calls to India, which are originated by the
                           subscribers of public networks in other countries,
                           dialed as per ITU approved numbering plan and are
                           meant for terminating in the networks of licensed
                           telecom service providers in India.

                  b.       Outgoing calls originated by the subscribers of
                           licensed service providers in India, which are dialed
                           as per the national numbering plan i.e. 00 + country
                           code + Area code + subscriber number, and handed over
                           by BSNL to ILDO for further carriage and termination
                           in the country of destination.

2.1.1.1           THIS CONNECTIVITY SHALL NOT BE USED FOR HANDING OVER THE CALLS
                  ORIGINATED IN INDIA FOR TERMINATION ON SUBSCRIBERS OF
                  INMARSAT, GMPCS OR OTHER SIMILAR SERVICES AS THE TARIFF AND
                  REVENUE SHARE ARRANGEMENT ARE DIFFERENT.

2.1.1.2           For calls other than those mentioned in clause 2.1.1 above,
                  the arrangement shall be discussed separately to arrive at a
                  mutual agreement.

2.1.2             ILDO shall be responsible for providing the required
                  transmission links from/to its network to/from BSNL's network
                  at interface points under Clause 2.1.1, at TAX level,
                  initially as well as for augmentation from time to time. These
                  links would include passive as well as active transmission
                  links.

2.1.3             ILDO shall not, under this Agreement, directly or otherwise,
                  extend any type of service to BSNL subscribers other than what
                  is provided in this agreement through the access provided by
                  BSNL & vice versa unless otherwise mutually agreed.

2.1.4             ILDO shall deliver incoming traffic for termination in BSNL's
                  Network only via the POIs with BSNL.

2.1.5             The ILDO shall ensure that its interconnect facilities
                  delivered at each point of interconnection (POI) conform to
                  the applicable quality of service (QOS) standards and
                  technical specifications for interconnection by the relevant
                  delivery date determined pursuant to the provisions of this
                  agreement.

2.1.6             ILDO shall be responsible to provide, install, test, make
                  operational and maintain all interconnection facilities on its
                  side of point of interconnection (POI) unless otherwise
                  mutually agreed.

2.1.7             Switching system to be used by ILDO shall be interface
                  approved against the relevant latest TEC specification.

2.1.8             Any facility obtained by ILDO from BSNL shall not be resold or
                  leased in any manner to a third party.

2.1.9             No by pass of traffic shall be resorted to by any party by
                  delivering the traffic at any point other than as permitted or
                  agreed to under this agreement. In case unauthorized diversion
                  in routing comes to notice, the other party shall be free to
                  disconnect the POI in that area, after intimating

<PAGE>

                  other party two weeks in advance. Moreover, the resources
                  shall be used for the purpose for which these have been
                  earmarked and no other service shall be offered by utilizing
                  such resources without agreement of other party.

2.1.10            Irrespective of who owns a transmission system of the link
                  interconnecting one party's exchange to the exchange of the
                  other party, each party subject to availability and
                  feasibility may provide accommodation for the terminals of
                  such equipment of the other party located in its premises.
                  Each party may permit mounting of antennae for interconnect
                  link owned by the other party on its transmission towers
                  subject to feasibility. Rental for use of such space and
                  mounting shall be determined by the provider of such facility.
                  Arrangements for installation, operation and maintenance of
                  such equipment will be arrived at by mutual agreement. BSNL
                  will provide the services for maintenance & operation of
                  interconnect end link equipment at its end on chargeable basis
                  on mutually agreed terms & conditions.

2.2               CALLS FROM BSNL NETWORK/SUBSCRIBER TO ILDO'S NETWORK AND VICE
                  VERSA.

2.2.1.1           Calls from BSNL's subscriber or BSNL's network to ILDO's
                  network will be routed in the BSNL network up to the farthest
                  point i.e. up to BSNL's designated Level-I TAXs with which
                  ILDO has established its POI for further carriage by ILDO
                  through its approved international gateways switch. ILDO shall
                  accept outgoing ISD calls for all the countries at each of its
                  POI.

2.2.1.2           Similarly the ILDO will deliver the incoming international
                  calls at any of the POIs.

2.2.2             Transit calls which ILDO desires to transit through BSNL and
                  meant for termination in network of any other service provider
                  will be allowed on mutually agreed terms and conditions.

2.3               INTER-CONNECT LINK ARCHITECTURE

2.3.1             TRANSMISSION MEDIA

2.3.1.1           All transmission systems shall be of the digital type and
                  shall, in case they are asynchronous, follow or be inherently
                  compatible with 2/8/34/140 Mb/sec. hierarchy as per ITU-T G
                  703 Recommendation. Further, SDH systems as per ITU-T G.708
                  Recommendation will also be permitted.

2.3.1.2           Use of DXX (Digital Cross Connect) or equipment with similar
                  functionality is not permitted on links connected with BSNL.
                  However, it shall not preclude use of SDH equipment on
                  point-to-point basis between ILDO's ILD Gateway and
                  interconnecting Level I TAX of BSNL. If bandwidth compression
                  techniques, which reduce the bit rate of a voice channel less
                  than 64 Kb/Sec., are used, in the network of ILDO, it shall
                  provide conversion equipment for 64 Kb/sec. at the interface
                  points with BSNL's switching and transmission systems. It is
                  however, agreed that no bandwidth compression techniques shall
                  be used on Interconnection transmission links between ILDO's
                  network and BSNL's network unless mutually agreed.

2.3.2             NETWORK INTERFACE

2.3.2.1           The interworking between the network of BSNL and the network
                  of ILDO shall be at 2 Mb/sec PCM following relevant latest TEC
                  specification.

2.4               SIGNALING

2.4.1             The signaling with the exchange of ILDO shall be CCS7 in
                  compliance with national CCS7 specifications for tandem
                  working as modified from time to time. This agreement does not
                  provide for carriage and termination of any calls by ILDO/BSNL
                  respectively where carriage indicator parameter is "NO
                  CHARGE". If the charge indicator parameter in

<PAGE>

                  ACM/ANM/CPG/CON is received as "NO CHARGE", BSNL and ILDO
                  reserve the right to reject the call.

2.4.2             For CCS7 interworking, the coding of Originating Point Code
                  (OPC) and Destination Point Code (DPC) and Signaling Link
                  Selection (SLS) shall be based on national CCS plan as revised
                  from time to time.

2.4.3             TS `0' shall be used for synchronization and TS `16' shall be
                  used for the purpose of signaling.

2.4.4             Unused bits in TS `0' of the frame, not used for frame
                  alignment, shall be set to 1. Similarly, unused bits in TS
                  `16' of the frame 0, which is used for multi-frame alignment
                  work, shall be set to 1.

2.4.5             Basic error correction (layer 2) method shall be used.

2.4.6             BSNL's signaling network shall be used only for such calls for
                  which voice path is being established through BSNL's network.
                  Messages on CCS7 links shall remain limited to mandatory
                  messages, which relate to call set up and release.

2.5               TRAFFIC

                  The traffic on the junction between the BSNL Exchange and the
                  ILDO Exchange shall be taken as per Clause 1.2.3.2 of Volume I
                  Section A Chapter 1 of G/LLT-01/03 Sept. 95 as amended from
                  time to time.

2.6               SYNCHRONISATION

                  ILDO shall be responsible for synchronizing his Exchange with
                  BSNL's Exchange. The Synchronization arrangement and equipment
                  of the ILDO's Exchange shall comply with Clause 4 of TEC
                  specification No.G/PNI-03/01 Sept. 95 as modified from time to
                  time. Information regarding priority of different input clocks
                  shall be given by BSNL to the ILDO.

2.7               TESTING OF JUNCTIONS

                  ILDO's Exchange shall provide the facility of junction testing
                  as per Clause 10.3 of volume II, Section C Chapter 10 of
                  G/LLT-01/03 Sept. 95 as modified from time to time.

2.8               ALLOCATION OF PERFORMANCE PARAMETERS

2.8.1             CCS 7 performance parameters shall conform to the National
                  CCS7 Plan R/NSP-01/01 Sep. 94.

2.8.2             All transmission, parameters apportioned for the network
                  operator portion of the call shall comply with National
                  Transmission Plan. Parameters not specified in Transmission
                  Plan shall comply with ITU recommendations.

2.9               NETWORK INTERCONNECTIVITY

2.9.1             DIVERSITY

2.9.1.1           Analogue routing shall normally not be permitted.

2.9.1.2           All traffic routes to the extent possible shall be supported
                  by at least two CCS7 links. Each link shall be provided in a
                  separate 2048 Kb/sec. System.

2.9.1.3           Both way trunks (BWT) shall be used.

<PAGE>

2.9.1.4           Provision of number of interconnect links in a particular
                  direction shall be dimensioned for a grade of service as
                  specified by BSNL or TEC from time to time. All the
                  interconnect links shall be provided as per the rates
                  prescribed in Chapter 6 subject to change from time to time.

2.10              CIRCUIT SELECTION

                  The circuit selection protocols shall conform to National CCS
                  7 specification as amended from time to time.

2.11              NUMBERING PLAN

2.11.1            ILDO has been allocated carrier selection code by the LICENSOR
                  for dynamic selection of carrier for International long
                  distance calls. All calls for which dynamic carrier selection
                  code has been dialed shall be routed accordingly subject to
                  technical feasibility.

2.11.2            All the digits received from calling party including `0' shall
                  be passed across the interface (ROD=1).

2.12              CALLING LINE IDENTIFICATION

2.12.1            ILDO's network shall be capable of transmitting and receiving
                  calling line identification, which shall include Area code and
                  subscriber number.

2.12.2            Malicious call line identification shall be transported across
                  the network as required by Law Enforcing Agency subject to
                  technical feasibility.

2.12.3            Disclosure of identity of calling line will be subject to
                  provisions of law and this facility will be made use of for
                  technical, commercial and administrative requirements as
                  prescribed by the Licensor from time to time.

2.13              CCS7 SIGNALLING POINT (SP) CODE ASSIGNMENT

                  The ILDO may develop its CCS7 signaling network. BSNL will
                  allocate SP Code for the signaling nodes that will be used for
                  Points of Interconnection. The allocation of SP Codes for all
                  other CCS7 signaling nodes within the ILDO's network will be
                  decided by the LICENSOR.

2.14              USE OF HIGHER LAYER PROTOCOLS

2.14.1            Where telecommunication services require higher layer
                  protocols for inter-working/interfacing, it may be discussed
                  and an agreement arrived at separately.

2.15              ETWORK INTEGRITY AND SCREENING

2.15.1            ILDO shall be responsible for preventing the transmission of
                  any signaling message across the connecting network, which
                  does not comply with, inter working specification of TEC
                  No.G/PNI-03/01 Sept. 95.

2.15.2            Efficient arrangement for screening function shall be
                  established by the ILDO at his Gateway exchange to detect
                  signals outside the inter-working specification of TEC
                  No.G/PNI-03/01 Sept. 95 referred above.

2.15.3            Screening arrangement shall include rejection of
                  communications or discarding information fields, which do not
                  comply with the specification. It will be the responsibility
                  of the ILDO/BSNL that network integrity is protected and
                  maintained.

<PAGE>

2.16              PROTECTION

                  It shall be ensured that in case the transmission of voice
                  signals to BSNL/ILDO network requires power feeding, then not
                  only the safety of the equipment shall be ensured but also of
                  the personnel maintaining it. In this regard, safety
                  requirements of accidental human touch of feeding voltage as
                  prescribed in BIS document No. IS 8437 shall be referred for
                  limits.

<PAGE>

                                   CHAPTER-3

                              INTERCONNECT CAPACITY

TRANSFER OF INFORMATION, DATA AND FORECASTING FOR TIMELY PROVISIONING OF
SERVICES

3.1               CAPACITY ORDERING

3.1.1             Demands/Forecasts of either party i.e. BSNL and ILDO, on the
                  other for the following shall be firmed up at least 12 months*
                  before the date on which the required connectivity or circuits
                  is/are required.

                           i)       number of ports (2048 kb/sec digital trunks)
                                    and type of signaling in the level-I TAX,
                                    location-wise.

                           ii)      addition to the traffic capacity of the
                                    exchanges in Erlangs and call handling
                                    capacity in BHCA.

                           iii)     number of exchanges and signaling capacity
                                    to be connected over CCS7 signaling.

                           iv)      Routewise expected traffic dispersion.

                  * Provided that this time frame shall be six months for demand
                  made for the first occasion in the first year of License
                  period. However, this does not preclude the possibility of
                  earlier provisioning of the interconnect capacity in full or
                  in part subject to technical feasibility and availability.

3.1.2             The requirements mentioned in Para 3.1.1 shall be furnished in
                  the prescribed Performa given in Annexure 2 hereto.

3.1.3             As stated in Clause 2.1.2 and as per Clause 6.1.1 herein
                  below, ILDO shall be responsible for providing the required
                  transmission links to and from BSNL's network at permitted
                  interface points at Level-I TAX initially as well as for
                  augmentation from time to time. However, in case ILDO requests
                  BSNL in writing to provide such links, to interconnect ILDO's
                  network to BSNL's network, then BSNL, may accept such request
                  and set up the link upon payment of charges as may be
                  prescribed by BSNL from time to time.

3.1.4             The party receiving the interconnect capacity demand shall
                  intimate, within a period of 30 days from the date of receipt
                  of appropriate demand, either the acceptance or otherwise an
                  alternative proposal for meeting this demand. In case no
                  response is made within 30 days, it will be treated as
                  accepted demand and interconnection seeker shall be free to
                  deposit the prescribed amount for the required number of
                  ports.

3.1.5             After the acceptance of interconnect capacity demand, in full
                  or part, BSNL will issue a bill based on the accepted
                  interconnect capacity demand, calculated as per Chapter-6,
                  within 30 days to the ILDO for the advance charges for the
                  first year's use of connection. The ILDO shall pay such bill
                  within 30 days of the date of issue of bill failing which,
                  BSNL will not be obliged to provide the interconnect capacity.

3.1.6             The above stated interconnect capacity demand will be treated
                  as firm demand from the date of receipt of the first year's
                  advance payment of the port charges. The advance payment thus
                  received by BSNL from ILDO will be adjusted against the first
                  year's (reckoned from the date of actual provision of
                  connection to the ILDO) port charges for the connections,
                  calculated as per Chapter-6.

<PAGE>

                  In subsequent years, the annual connection charges for the
                  link connections will be paid each year in advance by ILDO.

3.2               CAPACITY ORDER TIME SCALE

3.2.1             The time scale for the provision of capacity Ready For Testing
                  shall be 12 months following the date of receipt of the firm
                  demand. However, in exceptional cases, a longer or a shorter
                  time frame can be mutually agreed.

3.2.2             The ILDO shall ensure that the interconnect capacities are got
                  tested within 30 days of the date these are made available by
                  BSNL and these capacities are used fully within a period of
                  three months from the date of commissioning. After expiry of
                  six months extendible to nine months on request, the demand
                  shall be deemed to be withdrawn at the option of BSNL if these
                  are not put to full use by ILDO and BSNL shall be free to use
                  these capacities as required.

3.3               LIQUIDATED DAMAGES

3.3.1             After placement of a firm demand to provide the interconnect
                  capacity, if BSNL fails (otherwise than through an act of
                  omission of the ILDO) to make available the connection on a
                  ready for test date within a period of 12 months (or any other
                  mutually agreed time frame) from the date of receipt of
                  advance payment as in Para 3.1.5 and 3.1.6 above, then BSNL
                  shall pay, on demand, to ILDO, LIQUIDATED DAMAGES for such
                  delays calculated as follows:

         a)       i) 0.5% of annual connection charge calculated for each PCM
                  link/port as per clause 6.3.1 (a) & (b)/(c) of Article 6 for
                  the number of connections not made available on the ready for
                  test date as per the relevant firm demand multiplied by number
                  of days following the ready for test date till the required
                  connections are made available for ready for test.

                  ii) For the purpose of calculation of Liquidated Damages, the
                  said quantum of delay in provision of connections, shall be
                  reckoned from the date of expiry of 12 months period from the
                  date of receipt of advance/firm demand up to the actual date
                  of issue of notification certifying that such capacity is
                  ready for testing.

                  Illustration: -

                  Where,

                  i)   Annual Link charges      = Rs. 1000 per annum per link

                  ii)  No. of links required    = 20

                  iii) No. of links provided by
                       Ready for test date      = 15

                  iv)  Balance links provided
                       12 days after ready for
                       test date                = 5

                                                   1000 x 0.5 x 12 x 5
                  v)   Amount of L/D charges    =  ------------------- = Rs. 300
                                                          100

         (b)      The maximum number of days for which the liquidated damages
                  are payable is limited to 30 days.

         (c)      The payment of liquidated damages shall not release the BSNL
                  from the obligation to deliver the ordered connections to the
                  ILDO. In exceptional cases where the delay is beyond 30 days,
                  BSNL shall be liable to explain the reasons to ILDO and also
                  to indicate the revised ready for test date.

<PAGE>

3.3.2             In those cases where interconnection links are being provided
                  by ILDO and ILDO fails (otherwise than through an act of
                  omission of BSNL) to make available connections on the ready
                  for test date i.e. 12 months (or mutually agreed time frame)
                  from the date of advance payment of port charges to BSNL, then
                  ILDO shall pay, on demand, to BSNL the liquidated damages for
                  such delays calculated as follows:

         a)       0.5% of annual port charges calculated for each port as per
                  clause 6.2.1 of Chapter-6 for the number of connections not
                  made available on the ready for test date as per relevant firm
                  demand multiplied by the number of days following the ready
                  for test date, till the required connections are made
                  available for ready for test.

         b)       The maximum number of days for which the liquidated damages
                  are payable, is limited to 30 days.

         c)       The  payment  of  liquidated  damages  shall not  release  the
                  ILDO from the  obligation  to  deliver  the  requisite
                  connections/links.

3.4               CANCELLATION OF FIRM DEMAND

3.4.1             ILDO may cancel a firm demand made for interconnections
                  required by him at any time prior to ready for test date, by a
                  written notice to BSNL. In the event of cancellation of an
                  order for interconnection more than 30 days after its
                  placement, ILDO shall pay cancellation charges to BSNL as
                  provided in Annexure- 3 hereto.

                  The amount deposited by ILDO in accordance with paragraph
                  3.1.6 above for provision of connections for the relevant
                  capacity firm demand shall be refunded to ILDO after deducting
                  appropriate cancellation charges.

3.5               REMOVAL AND CESSATION OF INTERCONNECT CAPACITY

3.5.1             Either party may place a written order on the other for the
                  removal and cessation of interconnect capacity.

3.5.2             If ILDO requires the removal of, in part or in full,
                  interconnect capacity already provided under this agreement
                  then an order (in short "removal order") shall be placed on
                  BSNL to that effect. BSNL will in turn verify the requirement
                  and remove the capacity within 30 days (or mutually agreed
                  time frame) from the date of receipt of the removal order.

                  If BSNL after receiving the request disagrees with the
                  proposed removal, then the capacity will not be removed until
                  joint agreement is reached in accordance with the dispute
                  resolution procedure as laid down in Chapter-8.

3.5.3             A removal certificate will be issued by BSNL to ILDO for the
                  removed capacity within one month of the completion of the
                  removal work.

3.5.4             The cost of removal of such capacity thus agreed upon, as
                  payable by ILDO to BSNL shall be as prescribed in Chapter-6 in
                  respect of such capacity. In the case of links provided on
                  Rent & Guarantee basis, the prevalent terms and conditions of
                  BSNL for Rent & Guarantee cases, will apply.

3.6               TRAFFIC FORECAST

3.6.1             The content of the traffic forecast at each POI/Location shall
                  be as follows:-

                  -        Traffic from ILDO to BSNL.

<PAGE>

                  -        Traffic from BSNL to ILDO's network. It will be taken
                           as 25% of the traffic forecast from ILDO to BSNL
                           network.

3.6.2             Each traffic forecast shall contain

                  -        BHCA

                  -        Busy hour Traffic in Erlangs.

3.6.3             Busy hour may vary for various exchanges and it shall be
                  determined from actual traffic figures in the network.

3.6.4             The traffic figures indicated in the forecast shall be
                  reviewed after the implementation of the ILDO's network on
                  monthly basis. Both parties shall provide traffic report on
                  all trunk groups used for interconnection.

3.7               ENHANCEMENT OF STANDARDS AND FEATURES

3.7.1             If any change in BSNL's / ILDO's network/system is introduced
                  to comply with international standards and national standards,
                  costs associated with such changes that either party has to
                  make in its network/system to maintain interconnectivity with
                  other's network shall be borne by the respective parties.

3.7.2             Normally the altering party shall notify in writing at least
                  12 months in advance setting out details of the nature,
                  effect, technical details and potential impact on the other
                  party's system of such alteration. A notice period shorter
                  than 12 months can also be considered in exceptional
                  circumstances by mutual agreement.

3.7.3             Either party requiring enhancement of features in switching
                  and transmission systems to meet new or unforeseen situations
                  and demands shall notify the other party at least 12 months in
                  advance.

<PAGE>

                                   CHAPTER-4

TESTING AND COMMISSIONING OF INTER CONNECT CIRCUITS

4.1               TESTING TIME TABLES

4.1.1             The party installing the equipment and requiring
                  inter-connectivity tests shall, before the Ready For Test
                  date, notify to the other party certifying that such capacity
                  is ready for testing.

4.1.2             BSNL and ILDO shall commence joint testing of interconnect
                  circuits within one month after the relevant Ready For Test
                  Date. The format for Ready For Test intimation shall be
                  designed in consultation by both the parties i.e. BSNL and
                  ILDO. The result of joint testing, recorded by duly authorized
                  representatives of each side, shall be binding on both the
                  parties.

4.1.3             If, for good reason, either party is unable to proceed with
                  testing of any interconnect circuit, then that party shall
                  notify the other in writing at least 10 working days prior to
                  scheduled Ready For Test date where after testing will be
                  rescheduled by mutual agreement and testing carried out on
                  such rescheduled date.

4.1.4             If the parties are unable to agree upon a mutually acceptable
                  date for the testing of the interconnect circuits, then either
                  party may notify the other that it wishes to resolve the
                  disagreement in accordance with Chapter - 8 and in such an
                  event the dispute resolution procedure set out in that chapter
                  will come into operation.

4.1.5             On the Ready For Service Date, both parties will certify to
                  confirm that the interconnect circuits have been
                  satisfactorily tested and are ready for putting into service
                  Such certificate will be worded as mutually agreed by both
                  parties so far practicable.

4.2               TESTING AND COMMISSIONING PROCEDURES

4.2.1             BSNL shall provide the test schedule to ILDO, within 20
                  working days of a written request by the ILDO.

4.2.2             Details of testing procedure format/Guidelines will be as
                  mutually agreed. The parties will jointly test the equipment
                  to ensure that the equipment meets the necessary technical
                  parameters and performance standards in a reasonable and
                  efficient manner.

4.2.3             Testing time scales will vary according to the capacity
                  ordered and the relevant testing scenario shall be developed
                  in advance by BSNL.

4.2.4             In Case BSNL shall require and demand any testing equipment /
                  facilities from ILDO to carry out required interconnect tests,
                  the same shall be provided by ILDO.

<PAGE>

                                   CHAPTER-5

INTERCONNECT PERFORMANCE STANDARDS

5.1               GENERAL

                  i)       Each party shall be responsible for running its own
                           system and ensuring the safety of such system.

                  ii)      Fault reporting mechanism for interconnect
                           operational problems will be initially worked out
                           jointly by both the parties and this mechanism shall
                           be upgraded from time to time.

5.2               FAULTS IDENTIFICATION AND REPORTING

                  i)       Each party shall advise its customer to report all
                           faults to its own Fault Reporting Center.

                  ii)      If a customer of one party reports a fault to the
                           Fault Reporting Center of the other party to which it
                           is not directly connected, such latter party will
                           promptly inform the customer of the correct number to
                           report the fault.

                  iii)     If a major fault occurs which is likely to affect
                           systems of both parties, the party who first becomes
                           aware of the fault shall promptly notify the fault to
                           the other.

                  iv)      If one party identifies a fault occurring in its
                           system, which may have adverse effect on the other
                           party's system, the first party will promptly inform
                           the party of the actions being taken to resolve the
                           problem.

5.3               NETWORK RESTORATION

                  The parties will develop and record (to form operating
                  instructions) a series of agreed response time for different
                  network fault conditions on the basis of following principles:

                  i)       Clearance of faults affecting the network will take
                           priority over the clearance of individual faults.

                  ii)      They will automatically bring in any standby capacity
                           available and/or carry out network management actions
                           to restore service to the extent feasible.

                  iii)     They will observe equipment alarms and carry out
                           testing to identify the nature and location of the
                           fault in co-operation, as deemed necessary, with the
                           other party.

                  iv)      They will keep each other informed of progress on a
                           regular basis.

                  v)       If temporary repairs are made by one, the other party
                           must be informed of this fact. Other party shall also
                           be informed of service impact of temporary repair and
                           the estimated time of full restoration.

5.4               PLANNED MAINTENANCE/WORKS

                  i)       Each party will give at least 7 days notice of any
                           planned maintenance, which may affect the other's
                           system.

                  ii)      Each party shall make its best efforts to minimize
                           disruption and where possible alternative routing
                           will be provided. Equipment design and link
                           engineering should have such redundancy that for any
                           planned work the traffic is not severely affected.

<PAGE>

5.5               REVIEW MEETINGS

5.5.1             Review meetings shall be held normally at an interval of 4
                  months at appropriate level at the headquarters of the ILDO or
                  at the headquarters of Circles in which the international
                  gateway of ILDO is located and interconnected with the Level-I
                  TAX of BSNL, to sort out various interconnect and network
                  related problems affecting the interconnectivity.

<PAGE>

                                   CHAPTER-6

INTERCONNECTION CHARGES

6.1               INTERCONNECTIVITY TO BSNL NETWORK.

6.1.1             Provision of links to interconnect ILDO's network with BSNL's
                  network at the technically feasible interconnecting exchange
                  will be the responsibility of the ILDO as provided under
                  Clause 2.1.2.

6.1.2             The cost of terminating equipment including devices for
                  measurement of traffic/revenue share specifically asked for by
                  ILDO at the POI shall be payable by ILDO.

6.2               CONNECTION CHARGES

6.2.1             SET UP COST

                  ILDO shall pay to BSNL one time charge @ Rs 1,00,000/- per POI
                  location per occasion for set up of POIs towards
                  configuration, testing and commissioning charges.

6.2.2             PORT CHARGES

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
                                                   Annual interconnect port charge per PCM
                                                   termination (excluding the cost of
S.N.     Demand for No. of PCMs from the ILDO as   infrastructure viz land, Building,
         accepted by  BSNL in an exchange on each  air-conditioning etc for interconnect link)
         occasion                                  (In Rupees)
------------------------------------------------------------------------------------------------
<S>      <C>                                       <C>
1        1 to 16 PCMs                              N*55,000
------------------------------------------------------------------------------------------------
2        17 to 32 PCMs                             8,80,000 + (N-16)*30,000
------------------------------------------------------------------------------------------------
3        33 to 64 PCMs                             13,60,000 + (N-32)*20,000
------------------------------------------------------------------------------------------------
4        65 to 128 PCMs                            20,00,000 + (N-64)*15,000
------------------------------------------------------------------------------------------------
5        129 to 256 PCMs                           29,60,000 + (N-128)*14,000
------------------------------------------------------------------------------------------------
</TABLE>

                  Note: `N' above refers to the number of `ports' provided by
                  BSNL to ILDO within the capacity ranges under the column `No.
                  of Ports'.

6.2.3             OTHER CHARGES

6.2.3.1           It shall not be mandatory for BSNL to provide any
                  infrastructure to ILDO which ILDO itself is supposed to
                  arrange.

6.2.3.2           For the infrastructure referred to in Clause 2.1.10 like space
                  in BSNL's building, provision of power supply, air
                  conditioning, mounting of antennas on towers or building tops
                  if feasible for the interconnect link, the charges and other
                  terms & conditions for the same will be as prescribed by BSNL
                  from time to time separately.

6.2.3.3           Irrespective of what has been mentioned in Clause 2.1.10
                  permission to mount antennae or use of space/duct etc. for
                  interconnection link shall not be mandatory and will be
                  subject to availability keeping the long-term requirement of
                  each party in view and mutual agreement. The charges for such
                  accommodation and infrastructure shall be as prescribed by the
                  Interconnection Provider from time to time. The installation
                  of the link equipment may be done by the ILDO itself and no
                  independent room etc. will be provided by BSNL. The end link
                  equipment will be installed in the

<PAGE>

                  transmission room of the building where interconnection will
                  be taken by ILDO. After commissioning of the end link
                  equipment, the same shall be taken over by BSNL for operation
                  and maintenance and the staff of the ILDO will not be allowed
                  entry for day to day maintenance. The operation and
                  maintenance charges for end link equipment at BSNL end will be
                  charged from the ILDO along with the rental for space and
                  other infrastructure such as AC, power etc. BSNL will
                  undertake the operation and maintenance of interconnect
                  equipment installed by ILDO in its premises and will charge
                  the ILDO for the same. The entry of ILDO's personnel on a
                  regular basis shall not be allowed in BSNL's premises but
                  shall be for level II maintenance on need basis.

6.3               ACCESS CHARGES/ REVENUE SHARING

6.3.1.            Access charges for outgoing and incoming international calls
                  shall be as prescribed in SCHEDULE-I.

6.3.2             REVIEW

                  The incoming and outgoing rates as above are valid until
                  31-03-2003. The review can also be done subject to following
                  events:-

                  (i)      TRAI's determination/regulation on access charges /
                           revenue sharing and interconnection arrangements with
                           ILDOs.

                  (ii)     The total outgoing traffic volumes exceeds the
                           incoming volume in any month.

                  (iii)    CAC is introduced whereby the subscriber is able to
                           directly select the ILDO.

                  (iv)     Mutual agreement between the two interconnecting
                           operators.

                  (v)      In case significant reduction in customer tariff as
                           announced by other ILDOs.

6.4               CHARGES FOR ENHANCEMENT OF FEATURES IN SWITCHING AND
                  TRANSMISSION SYSTEMS.

6.4.1             In case, any enhancement of features is required in the
                  network of BSNL for enabling interconnection and start of
                  services of the ILDO to meet the requirements of his license
                  for International Long Distance Service, the charges for such
                  enhancement shall be payable by the ILDO as determined by
                  BSNL. If these enhanced features are made use of by other
                  ILDOs within a period of 12 months from the date of such up
                  gradation, they will proportionately share this cost with the
                  earlier ILDO who has paid for it.

6.4.2             ILDO shall pay to BSNL the charges as decided by BSNL for the
                  cost of enhancement of features in its switching and
                  transmission networks and their up-gradation, if any, for
                  providing the specific facilities requested by the ILDO which
                  are not available with BSNL at the location of the POI.

<PAGE>

                                   CHAPTER-7

INTERCONNECT BILLING SYSTEM

7.1               BILL INFORMATION

7.1.1             BSNL shall provide to ILDO information relating to detailed
                  billing/trunk group bulk billing as may be reasonably required
                  for ascertaining the charges payable by ILDO under this
                  agreement on monthly basis.

7.1.2             The BSNL or the ILDO shall have the right in case of dispute,
                  having given the other not less than 10 clear and working days
                  advance written notice to such effect, to receive the relevant
                  books and/or detailed records of successful calls of the other
                  relating to a period not exceeding one year prior to the date
                  of inspection, for the purpose of verifying the Billing
                  information provided by the other in respect of such period.

7.1.3             Each party shall keep all books and records relating to
                  Billing Information provided by it to the other, in respect of
                  access charges (Schedule-I) for a period of one year from the
                  end of the Billing Period in respect of which such Billing
                  Information was delivered to the other. If a request has been
                  made as per provisions in 7.1.2 such records will have to be
                  preserved till final settlement of the case.

7.1.4             In the event that at any time during the continuance of this
                  Agreement the Billing System of either Party malfunctions and
                  is unable to provide all or part of the Billing Information
                  necessary for such party to prepare a bill to the other, the
                  other party shall at the request and expense of the first
                  mentioned party use its reasonable endeavors to supply the
                  necessary Billing Information to the first mentioned Party
                  without any legal liability to the first mentioned party for
                  the contents of such Billing Information. Either party shall
                  be responsible to cover its liability for payment of taxes
                  imposed by the Central or State Government, as the case may
                  be.

7.2               ISSUE OF BILLS

7.2.1             The bill shall be issued by Maharashtra Circle of BSNL to Sr.
                  General Manager (TA) at Corporate office, VSNL, Mumbai for all
                  the POIs for the net traffic after deducting the charges
                  payable for the outbound traffic. The respective POIs shall
                  send the complete billing information to Maharashtra Circle
                  for this purpose. The bill shall be issued on monthly basis
                  and shall be payable within 15 day of the date of issue. All
                  payments shall be by way of check/demand draft in favor of the
                  designated authority of Maharashtra Circle, BSNL, drawn at the
                  branch of any scheduled bank in Mumbai. This Clause shall be
                  revised whenever dynamic carrier selection for ILD is
                  introduced and subscriber billing is carried out by the ILDO.

7.2.2.1           Bills for telecom resources and other support facilities, such
                  as connection charges, charges for leased facilities and
                  charges for enhancement of features, if availed by the ILDO
                  will be issued by BSNL and paid by the ILDO at the intervals
                  specified in this agreement.

7.3               TERMS OF PAYMENT

7.3.1             BSNL and the ILDO agree that:

                  i)       The payment of bills will be made by the ILDO within
                           the time specified in Clause 7.2 above.

                  ii)      The mode of payment will be through Check/Demand
                           Draft in favor of the designated authority of
                           Maharashtra Circle, BSNL, drawn at the local branch
                           of any scheduled bank in Mumbai.

<PAGE>

                  iii)     All payments due to BSNL will be paid without set off
                           (netting) or counter claim and shall be free and
                           clear of any withholding or deductions.

                  iv)      If the bill issuing authority subsequently finds that
                           some charges have been omitted from the bills issued,
                           he will include the omitted charges in the subsequent
                           bills at any time, but within 12 months from the date
                           of issue of the relevant bill except in cases where
                           additional billing becomes necessary due to the
                           tariffs/rates changes notified subsequently with
                           retrospective effect by the appropriate authority.

7.3.2             (i)      If due payment is not received within the specified
                           period outlined in the bill, the BSNL shall have a
                           right to obtain payment through encashment of bank
                           guarantee which shall be provided by the ILDO in
                           favor of BSNL. The Bank guarantee will be en-cashed
                           in case of a default in payment by ILDO.

                  (ii)     The encashment of the bank guarantee shall not
                           detract in any manner, the BSNL from discontinuing
                           the use of its facilities by the ILDO after failure
                           in making due payment. Provided, before disconnecting
                           the said facilities, 30 day's notice shall be given
                           to the ILDO but such notice will not be construed to
                           have any link or connection with the encashment of
                           Bank Guarantee.

7.4               In the event of delayed payment by the ILDO, interest will be
                  charged on the due amount at the following rates:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
           Period of Delay                         Interest Rate (per annum)
--------------------------------------------------------------------------------
<S>                                                <C>
For the first two occasions of delay:

         (i)      Delay of 15 days beyond the
                  Due date                                    15%

         (ii)     Delay beyond 15 days but up
                  To the next 15 days                         18%

A.       For the third & subsequent occasions
         of delayed payment:

         (i)      Delay of 15 days beyond the
                  Due date                                    18%*

         (ii)     Delay beyond 15 days but up to
                  Next 15 days.                               21%*
</TABLE>

* Note:           This stipulated interest rate or the prevailing prime lending
                  rate of State Bank of India plus 5% (Five percent) per annum
                  (compounded monthly), which ever is higher, shall be
                  applicable.

Explanation

                  The interest referred above will also be applicable in case
                  the bill is disputed but subsequently it is found to be in
                  order by the appropriate authority.

7.5               SETTLEMENT OF DISPUTES REGARDING WRONG/EXCESS BILLING:

7.5.1             The bills issued by BSNL based on bulk record shall be final.
                  In case of difference up to 0.25%+/- with the billing record
                  of ILDO, the amount billed by BSNL shall be treated as final.
                  If the difference is more than +/- 0.25% but up to +/-2%
                  payment shall be made by ILDO. However,

<PAGE>

                  reconciliation of variance shall be carried out by both
                  parties and will be subject to dispute resolution mechanism.
                  Variance beyond this limit also shall be subject to dispute
                  resolution mechanism as specified in the Interconnect
                  Agreement. However, ILDO shall pay to BSNL the undisputed
                  amount plus 50%of the disputed amount subject to a minimum of
                  an amount equal to previous month's billed amount immediately.

7.5.2             In the event ILDO disputes the accuracy of a bill delivered by
                  BSNL pursuant to this Agreement, it will, as soon as
                  practicable, but in any case before the pay-by-date notify the
                  billing liaison contact of BSNL of the nature and extent of
                  the dispute along with all details reasonably necessary to
                  substantiate its claim, which shall be reasonably capable of
                  being verified by BSNL.

7.5.3             In case of calculation or clerical error in the bill, the bill
                  issuing authority after verifying the bill, if it finds the
                  errors genuine, will correct the relevant bill accordingly
                  within three days of the receipt of the complaint.

7.5.4             In cases other than those referred in clause 7.5.3, ILDO shall
                  immediately obtain a provisional bill from BSNL before the pay
                  by date of the original bill on the basis given in clause
                  7.5.1. The provisional bill shall be paid by the ILDO before
                  the pay by date indicated in the provisional bill. Thereafter,
                  within 7 days of the issue of the provisional bill, the ILDO
                  shall approach the designated authority of BSNL along with all
                  his relevant records based on which the ILDO disputes the bill
                  issued by BSNL. The ILDO shall, in consultation with the
                  designated authority of BSNL, settle the dispute within 15
                  days of the issue of the provisional bill referred in this
                  clause. In this consultation, the records made by the
                  measurement devices located at the BSNL interface point shall
                  have precedence over the records of the ILDO. If after
                  consultation, it is found that the bill issued by BSNL is
                  correct, the balance amount of the bill, which was kept under
                  dispute after the issue of the provisional bill), will also
                  have to be paid by the ILDO within 7 days of the settlement of
                  such dispute.

7.5.5             After the settlement of the dispute, if balance of the due
                  payment is not made within the period referred to in clause
                  7.5.4, the BSNL shall discontinue the use of its facilities by
                  the ILDO immediately on occurrence of this default.
                  Restoration of the facility will be made only on clearance of
                  the dues payable by the ILDO.

7.5.6             (i) Notwithstanding provided herein above, if the dispute over
                  the accuracy of the bill fails to be resolved, in the manner
                  already provided, the dispute shall be referred to the
                  arbitrator appointed as per the provisions of clause 8.1 of
                  this Agreement whose decision shall be final and binding.

                  (ii) Each party shall continue to fulfill its obligations
                  under the Interconnect Agreement during the pendency of
                  dispute and while dispute resolution process invoked under sub
                  Para (i) above except that BSNL shall not be obliged to
                  continue to provide and / or restore the interconnect services
                  when all due payments are not made by the ILDO.

                  (iii) Any party shall not use any information obtained from
                  other party during the course of dispute resolution process
                  under this clause for any purpose other than to resolve the
                  dispute and such information shall not be used in litigation.

7.6               BANK GUARANTEE

                  The bank guarantee for payment of billed amount is to be
                  submitted for each POI, separately. However, to avoid delay it
                  is agreed that ILDO shall furnish a bank guarantee for Rs 200
                  crores valid for one year to Corporate Office of BSNL to cover
                  the payment of due amount.

                  Later based on average monthly billing for the period of 4th,
                  5th and 6th months for each POI, the bank guarantee equal to 2
                  months average billed amount as above shall be provided
                  separately to the designated office of BSNL for each POI in
                  the prescribed performa. Upon receipt of Bank guarantees as
                  above, the initial bank guarantee shall be released. The
                  requisite performa, term and condition for the bank guarantee
                  are enclosed as Annexure- V.

<PAGE>

                                   CHAPTER-8

DISPUTES AND ARBITRATION

8.1               DISPUTES OTHER THAN BILLING DISPUTES

8.1.1             Both parties shall use their best efforts in good faith and
                  best intention to resolve disputes by mutual negotiation and
                  consultation and shall settle amicably any dispute that may
                  arise or relate to this agreement or a breach thereof. Pending
                  resolution of a dispute, each party shall continue to fulfill
                  its obligations under this agreement.

8.1.2             ARBITRATION: In the event of any question, dispute or
                  difference arising under the agreement, or in connection
                  thereto, except as to the matter of billing which is
                  specifically provided for and governed by the terms and
                  conditions in Para 7.6 (7.6.1 to 7.6.5), the same shall be
                  referred for settlement by arbitration of three Arbitrators,
                  one each to be nominated by each party and the third
                  Arbitrator to be appointed by the said two nominated
                  Arbitrators. The arbitration proceedings shall be governed by
                  the Indian Arbitration and Conciliation Act, 1996 or any
                  statue, amendment or re-enactment thereof and incorporation
                  for the time being in force save and except that the award
                  shall be given at the earliest. The place of arbitration shall
                  only be New Delhi and it is Hon'ble Delhi High Court alone who
                  shall have the jurisdiction.

8.1.3             Nothing contained in this agreement may be construed to
                  preclude the right of a party to have recourse to TDSAT on
                  matters over which TDSAT has jurisdiction under Telecom
                  Regulatory Authority Act, 1997 as amended from time to time or
                  any other law for the time being in force.

<PAGE>

                                   CHAPTER-9

9.1               LIABILITY, INDEMNITY AND INTELLECTUAL PROPERTY RIGHTS

9.1.1             Each party shall guarantee that the equipment/systems and
                  other articles of the service commissioned/provided by it,
                  does not infringe any copy-right or trademark or rights
                  against passing off intellectual property of any third party.

9.1.2             Either party must not use a trademark belonging to another
                  party as a trade mark without the prior written consent of
                  that other party.

9.1.3             Either party must not use any intellectual Property rights,
                  which it holds as the sole owner body or ILDO from, or joint
                  owner with another body or person to prevent or hinder the
                  provision of Services in any manner whatsoever. Where a party
                  jointly owns Intellectual Property with a third person, or has
                  been licensed to use the intellectual Property by third person
                  then such party must obtain or use its reasonable efforts to
                  obtain proper permission as required from such third person
                  either as joint owner or licensor, to enable to provide
                  Services without restriction or hindrance.

9.1.4             Each party shall indemnify the other innocent party against
                  all liability or loss arising from, and reimburse all
                  reasonable costs, charges and expenses incurred in connection
                  with, any action, claim, suit or demand; alleging infringement
                  against the Innocent Party of the rights of a third person
                  arising from the use by the Innocent Party of Intellectual
                  Property disclosed or licensed by the indemnifying party under
                  this agreement.

9.1.5             The conveyance of information between BSNL and the ILDO which
                  shall take place, shall not constitute or imply the granting
                  of any rights under any copy right, patent, trademark or any
                  other Intellectual property rights either at the time of
                  conveyance or subsequently.

<PAGE>

                                  ANNEXURE - 1

                         BSNL/ILDO'S NETWORK INFORMATION

1.                ILDO INFORMATION

1.1               Name(s) and Postal address of ILDO'S gateway exchanges.

2.                BSNL INFORMATION (to be provided by BSNL)

2.1               Names and Postal address of Level-I TAXs.

<PAGE>

                                   ANNEXURE 2

                        DEMAND FOR INTERCONNECT CAPACITY
                       (TO BE FURNISHED BY THE ILDO/BSNL)

A.                Name of ILDO

B.                Name of ILDO's Exchange

C.                BSNL's Level-I TAX

D.                Date when required.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
                                                                      Type of
Type of                 Busy hour Call      Traffic in   No. of      Signaling
Traffic                  attempts [B]       Erlangs [E]  Ports       (Note - 1)
---------------------------------------------------------------------------------------
<S>                     <C>                 <C>          <C>         <C>
ILDO Gateway Switch
to BSNL Level-I TAX
---------------------------------------------------------------------------------------
BSNL Level-I TAX        This will be taken as 25% of the traffic forecast from ILDO to
to ILDO Gateway         BSNL as mentioned above.
Switch
---------------------------------------------------------------------------------------
</TABLE>

Signature of ILDO/BSNL:
Date:

Acknowledgement by BSNL/ILDO:
Date:

Note 1:           CCS7 signaling is supported by BSNL's new technology switches
                  e.g. AXE-10, EWSD, OCB-283, Fetex 150 & 5ESS switches.

<PAGE>

                                  ANNEXURE - 3

                               CANCELATION CHARGES

         If the ILDO cancels a firm demand for capacity more than thirty days
after placing the same, a cancellation charge as set out below shall be payable
by him to the BSNL.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
                                                  CANCELLATION
                       CANCELLATION                  CHARGE
                      AFTER RECEIPT             AS A PERCENTAGE
                      OF FIRM DEMAND               OF 1 YEAR'S
                     (NUMBER OF DAYS)          CONNECTION CHARGE *
-------------------------------------------------------------------------------
<S>                  <C>                       <C>
                         0-90 days                     50%
                     more than 90 days                100%
-------------------------------------------------------------------------------
</TABLE>

         *As defined in Chapter 6.

         Note: In case of links provided on Rent and Guarantee basis, the above
         cancellation charges will not be applicable and BSNL's standard R&G
         terms will apply.

<PAGE>

                                  ANNEXURE - 4

                           CONTENT OF THE CHARGE BAND

<TABLE>
<CAPTION>
                                                   LENGTH
PARAMETER                         TYPE            (OCTETS)               CODE
--------------------------------------------------------------------------------
<S>                               <C>             <C>                    <C>
Message Type                       F                  1                  H `31'

Charge Band Number                 O                  3                  H `FF'

End of Optional                    O                  1                  H `0'
Parameters
--------------------------------------------------------------------------------
</TABLE>

CHARGE BAND METHOD:

a)       Natural Operation

                  Means that the charging is elaborated locally by a local
                  exchange from the implicit charging data included in the
                  charge band parameter and sent by a DTAX exchange.

                  The originating local exchange knows from the analysis of the
                  call type that the call has to be charged on a change band
                  basis.

                  Transmission of the implicit charging data is achieved by
                  using the CRG message with only one charge band number
                  parameter included.

                  The CRG message with charge band number is transmitted by a
                  DTAX exchange before ACM message, when sufficient address
                  information is received to determine the charging information.

                  The CRG message with charge band number is retransmitted
                  unchanged by an intermediate exchange.

b)       Malfunction cases:

                  If the message received by the local exchange does not include
                  the charge band parameter or includes the charging unit number
                  parameter in addition to the charge band parameter, the
                  message is considered as incorrect. That is to say, if the
                  incorrect CRG is the first backward message received, the
                  circuit is reset (forward RSC sending) and an automatic call
                  reattempt is made; otherwise, the incorrect message is
                  ignored.

                  In all cases, the CRG should be received by a local exchange
                  before answering condition (i.e. ANM/CON reception); otherwise
                  the call is released by REL forward sending (clause 111).

                  If several correct charge band CRG are received before answer,
                  only the last one is considered.

                  The call is stated as `not charged' by a local exchange if the
                  charging indicator received in the Backward Call Indicator
                  (BCI) in ACM/ANM or CON has the value `No charge' and this
                  whatever the value of the received charge band number may be.
                  Clause 2.2.3.2 may be referred in this regard.

<PAGE>

                                  ANNEXURE - 5

PROFORMA OF BANK GUARANTEE

To

M/S BHARAT SANCHAR NIGAM LIMITED,
__________________ Telecom Circle,
__________

         In consideration of Bharat Sanchar Nigam Limited (hereinafter called
the `BSNL') agreed to interconnect its network with that of M/s
______________________________ licensed to provide International Long Distance
services in India (hereinafter referred to as ILDO) a company registered under
the Companies Act and having registered office at _________________________, for
the purpose of establishing a International Long Distance Service telecom
network of the ILDO, in accordance with the agreement (hereinafter referred to
as `the agreement') No : _____________ dated ___________ entered into between
BSNL and ILDO, which inter-alia provides for production of bank guarantee to the
extent of Rs _______________ (Rupees _______________ only) under the said
agreement by way of security for payment of various amounts receivable by BSNL
from ILDO. We .........(indicate the full name, address, and other particulars
of the bank) (hereinafter referred to as the BANK) at the request of the ILDO
hereby irrevocably and unconditionally guarantee to the BSNL that the ILDO shall
pay without demur all the amount of the dues under the interconnect agreement
whenever called upon to pay by the BSNL.

2.       We, the BANK, hereby undertake to pay to the BSNL an amount not
exceeding Rs _____________ (Rupees ________________ only) against any non
payment of any amount by ILDO to BSNL or by reason of any failure of the ILDO to
extend the validity of the guarantee in accordance with the terms stipulated in
the agreement.

3.       We, the BANK, hereby further undertake to pay as primary obligor and
not merely a surety to pay such sums not exceeding Rs _____________ (Rupees
__________________________ only) to the BSNL immediately without demur and
objections and without reference to ILDO and without questioning the right of
BSNL to make such demand or the propriety or legality of the demand, merely on
demand of the BSNL stating that the amount claimed is due by way of failure of
the ILDO to pay the due amount or any part thereof in terms of the said
agreement.

4.       We, the BANK, do hereby declare and agree that the decision of the BSNL
as to whether the ILDO has failed to pay the due payment or any part thereof
shall be final and binding on us.

5.       We, the BANK, do hereby declare and agree that the

(a)      Guarantee herein contained shall remain in full force and effect
initially for a period of one year from the date hereof and further agrees to
extend the same from time to time (one year at a time) so that it continues to
be enforceable till all the dues of the BSNL by virtue of the said agreement
have been fully paid and its claim satisfied or discharged or till BSNL
satisfies that the terms and conditions of the said agreement have been fully
complied with and accordingly discharges this guarantee.

(b)      The BSNL shall have the fullest liberty without our consent and without
affecting in any manner our obligations hereunder to vary any of the terms and
conditions of the said agreement or to extend or to allow time for payment
related performance of any obligation of the said ILDO from time to time or to
postpone for any time or from time to time any of the powers exercisable by the
BSNL against the said ILDO and to forebear or to enforce any of the terms and
conditions relating to the said agreement and we shall not be relieved from our
liability by reason of any variation or extension being granted to the said ILDO
or forbearance act or omission on part of the BSNL or any indulgence by the BSNL
to the ILDO or to give such matter of thing whatsoever which under the law
relating to sureties would but for this provision, have effect of so relieving
us.

(c)      Any claim, which the BANK has against the ILDO, shall be subject and
subordinate to the prior payment and performance in full satisfaction of all the
obligations towards BSNL under this agreement. The BANK will not exercise any
legal right or remedy of any kind in respect of any payment or performance
against ILDO so long as the obligation of the BANK under this guarantee remains
owing and outstanding.

<PAGE>

(d)      This guarantee shall be irrevocable and the obligations of the BANK
herein shall not be conditional to any prior notice by the BSNL or by the ILDO.

6.       The BANK undertakes not to revoke this guarantee during its currency
and any extension thereof except with the previous consent of BSNL in writing
and agree that any change in the constitution of BSNL or the ILDO or us shall
not discharge our liability hereunder.

Dated -......day of......(month) of......(year) at......

Signature
Bank Seal
Name and address of the Bank
Telephone and Fax No.

Witnesses:
(Signature, Name & Address)

1.

2.

<PAGE>

                                                                     SCHEDULE-I

                       ACCESS CHARGES AND REVENUE SHARING

PAYMENT FOR CARRIAGE AND TERMINATION OF OUTGOING ISD CALLS

(i)      BSNL shall pay to ILDO for carriage and termination of ISD calls
         originated in India and terminated outside India using ILDO's ILD
         network at following rates as per present tariff enclosed in
         Annexure-I:

         ISD calls terminated in            Per minute rate

         USA/Canada/Europe/UK               [Text Redacted]

         Africa/Middle East                 [TEXT REDACTED]

         Rest of World                      [TEXT REDACTED]

(ii)     At a later date, if tariffs are revised downward by ILDO unilaterally,
         BSNL shall retain minimum per minute charge as below:

         ISD calls terminated in            Minimum Per minute retention of BSNL

         USA/Canada/Europe/UK               [TEXT REDACTED]

         Africa/Middle East                 [TEXT REDACTED]

         Rest of World                      [TEXT REDACTED]

         The above retention has been worked out on an average tariff of [Text
         Redacted] per minute assuming [Text Redacted] paid minutes in peak
         hours and [Text Redacted] in off peak hours.

(iii)    In case ILDO offers lower rates for carriage and termination of ISD
         calls originated in India and terminated outside India to any other BSO
         / CMSP, NLDO or ILDO, the same shall apply to BSNL retrospectively from
         the date of applicability of such lower rates to any other service
         provider mentioned above under the same terms and conditions as may
         have been offered to other such service providers.

(iv)     ILDO shall pick up the traffic from the Points of Interconnection at
         gateway TAXs designated by BSNL which shall be the nearest Level-1 TAX
         located in the same circle, to the ILDO gateway.

(v)      The above are fixed rates per minute without any off peak and shall
         apply all the 24 hours of the day for all days of the year.

(vi)     There shall not be any minimum guaranteed outbound traffic from BSNL to
         ILDO.

(vii)    The applicable unit (pulse rate) for measurement of said minutes shall
         be 1 second.

<PAGE>

(viii)   ILDO shall accept and carry calls to any destination in the world as
         offered to it by BSNL.

(ix)     BSNL shall bill and collect the charges for ISD calls originated in
         BSNL's network and carried by ILDO's network for termination in any
         country outside India.

II.      PAYMENT FOR CARRIAGE AND TERMINATION OF INCOMING ISD CALLS

(i)      For incoming international calls, ILDO shall pay to BSNL a per minute
         charge for carriage and termination as per the details given below :-

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
<S>                          <C>                          <C>
 FOR TERMINATION INTO         DISTANCE (in kms)           TOTAL CHARGE RS. PER MINUTE
 FIXED TELEPHONES             [From BSNL's designated     (0000 hrs - 2400 hrs)
                              level-I TAX (having PoI
                              with PoP of ILDO)]
                             --------------------------------------------------------
                               0 - 50                     [Text Redacted]
                             --------------------------------------------------------
                              50 - 200                    [Text Redacted]
                             --------------------------------------------------------
                             200 - 500                    [Text Redacted]
                             --------------------------------------------------------
                              > 500                       [Text Redacted]
-------------------------------------------------------------------------------------
 FOR TERMINATION INTO WLL (M) AND GSM                     [Text Redacted]
 TELEPHONES
-------------------------------------------------------------------------------------
</TABLE>

Note 1:
         a.       For calls terminating in the SDCA in which gateway of ILDO is
                  located, the charges payable by ILDO to BSNL shall be [Text
                  Redacted] per minute.

         b.       For calls terminating at any place outside the SDCA in which
                  gateway of ILDO is located, the charges as per above table
                  shall apply.

         c.       There shall not be any peak or off peak rates. The above rates
                  shall apply for all 24 hours of the day for all days of the
                  year.

         d.       The charges are independent of originating point for calls.

         e.       The applicable unit (pulse rate) for measurement of said
                  minutes shall be 1 second.

(ii)     ILDO shall deliver all the incoming international calls meant for BSNL
         at POI at the nearest gateway TAXs designated by BSNL, and further
         carriage from the POI to the final destination shall be done by BSNL

(iii)    If ILDO contracts a higher charge to another BSO/CMSP or NLDO under
         certain terms and conditions, the same shall apply to BSNL as well.
         These revised rates for termination shall apply from the dates they are
         applied for another carrier, under the identical terms and conditions.
         Similarly, if BSNL contracts lower charge to another ILDO under certain
         terms and conditions, the same shall apply to ILDO as well. These
         revised rates for termination shall apply from the dates they are
         applied for another carrier, under the identical terms and conditions

(iv)     In case of use of BSNL's network for carriage and termination of calls
         in the network of some other BSO/CMSP, consolidated charges as above
         shall be payable, by ILDO and any charge to be paid to the other
         BSO/CMSPs shall be settled by BSNL. However, volume discount, if any,
         shall not be applicable on such calls. Such calls shall be handed over
         to BSNL by ILDO on separate trunk group.

<PAGE>

III.     VOLUME RELATED REDUCTION

         INCOMING TRAFFIC: The volume related reduction shall be applied on
         billed amount for the incoming traffic in any month when traffic
         exceeds [Text Redacted] million paid minute after excluding the transit
         traffic meant for other networks. For all incoming traffic into BSNL
         network, following volume related reduction in the termination charges
         will be applied:

<TABLE>
<S>      <C>                                                  <C>
(a)      Upto [Text Redacted] million minutes / month         [Text Redacted]
(b)      [Text Redacted] million minutes / month              [Text Redacted] (on the total volume)
(c)      [Text Redacted] million minutes / month              [Text Redacted] (on the total volume)
(d)      [Text Redacted] million minutes and above            [Text Redacted] (on the total volume)
</TABLE>
<PAGE>

                          BHARAT SANCHAR NIGAM LIMITED
                       (A Government of India Enterprise)
                          R&C Section, Corporate Office
                                    New Delhi



No.3-14/2002-R&C                                               Dated: 20-07-2002


                                 TARIFF CIRCULAR

SUB: ISD TARIFF -REG.

         It has been decided to reduce the ISD call charges as under:

2.       The existing tariff for ISD pulses (in seconds ) and timings intimated
         vide circular of even number and dated 14.3.2002 is revised as under:

E.3 ISD PULSES & TIMINGS

E.3 (A) ISD PULSES (IN SECONDS)

<TABLE>
<CAPTION>
                                                                   PEAK HOUR               OFF PEAK HOUR
--------------------------------------------------------------------------------------------------------------
<S>               <C>                                       <C>           <C>          <C>         <C>
                     Country Category                          PULSE        RS/MIN       PULSE     RS/MIN
                                                             (IN SECS)        *        (IN SECS)       *
----------------- ----------------------------------------- ------------- ----------- ------------ -----------
Slab - I          SAARC & other neighboring countries           3.4         21.18         4.0        18.00
----------------- ----------------------------------------- ------------- ----------- ------------ -----------

Slab - II         Countries in Africa, Europe, Gulf, Asia       3.0         24.00         3.4        21.18
                  & Oceania
----------------- ----------------------------------------- ------------- ----------- ------------ -----------
Slab - III        All countries in American Continent &         3.0         24.00         3.4        21.18
                  other places in Western Hemisphere
----------------- ----------------------------------------- ------------- ----------- ------------ -----------
</TABLE>

* based on unit call rate of Rs. 1.20. For other unit call rates the amount may
  vary.

E.3 (b): PEAK & OFF PEAK TIMINGS (I.S.T.)

<TABLE>
<CAPTION>
                         Countries                                   PEAK HOURS               OFF PEAK HOURS
------------------------------------------------------------- -------------------------- -------------------------
<S>           <C>                                                   <C>                       <C>
A             USA & all other countries in American                 0600-1100 HRS             0000-0600 HRS
              sub-continent                                         1800-2400 HRS             1100-1800 HRS
------------- ----------------------------------------------- -------------------------- -------------------------
B             European Countries                                    1100-2200 HRS             0000-1100 HRS
                                                                                              2200-2400 HRS
------------- ----------------------------------------------- -------------------------- -------------------------
C             Rest of the Countries                                 0800-1900 HRS             0000-0800 HRS
                                                                                              1900-2400 HRS
------------- ----------------------------------------------- -------------------------- -------------------------
</TABLE>


<PAGE>




E.3 (c): CONCESSION ON SUNDAYS & NATIONAL HOLIDAYS: ON SUNDAYS AND NATIONAL
HOLIDAYS (I.E., 26TH JANUARY,15TH AUGUST & 2ND OCTOBER) ALL 24 HOURS SHALL BE
OFF PEAK HOURS

3.       The revised pulses as above are applicable with effect from 23.7.2002
         (0000 hours on the mid night of 22nd & 23rd July, 2002) and shall apply
         to trunk calls as well. The above tariff may kindly be brought to the
         notice of all concerned, and necessary steps taken for its proper
         implementation. Hindi version will follow.




                                                                   (Manoj Anand)
                                             Joint Deputy Director General (T&C)
                                                                   Tel: 303 7158



To: All CGMs- Telecom Circles/Telephone Districts (1-25)

Copy for information to :-

26. CMD, BSNL
27. Directors - O,P,F, HRD, C&M
28. All Sr.DDsG/DDsG, DOT/BSNL
29. CGM, Maintenance/Projects
30. CGM, T&D Circle, Jabalpur/
31. CGM, NCES, New Delhi
32. CGM, ALTTC, Ghaziabad/BRBRAITT, Jabalpur.
33. CGM, Data Net Work, Noida.
34. Director General P&T Audit, Delhi - 110054.
35. All P&T Audit offices
36. Jt.DDG/Directors - PHA/PHB/PHE/ERU/TR/T-1/T-2/regln./Inspt/Comml/MSE
37. OL section, for arranging Hindi version stencils
38. Guard files


                                                                    (R.G.Pandey)
                                              Asst.Director General (Costing-II)
                                                                   Tel. 303 7109