<PAGE>

                                                         CONTRACT NUMBER:  279-1

CONTRACT FOR RENDERING OF THE INTERNATIONAL SERVICE OF SIGNAL CONDUCTION VIA
SATELLITE THROUGH THE MEXICAN SATELLITE SYSTEM ("SISTEMA DE SATELITES
MEXICANOS"), ENTERED INTO BY AND BETWEEN SATELITES MEXICANOS, S.A. DE C.V.,
WHICH SHALL HEREINAFTER BE NAMED "SATMEX", REPRESENTED IN THIS ACT BY MR. LAURO
ANDRES GONZALES MORENO, IN HIS CAPACITY AS CHIEF EXECUTIVE OFFICER (C.E.O.), AND
AS THE OTHER PARTY BY INTERPACKET GROUP, INC., WHICH SHALL HEREINAFTER BE NAMED
"THE CLIENT", REPRESENTED BY MR. PETER ZIMBLE, IN HIS STATUS AS LEGAL
REPRESENTATIVE, PURSUANT TO THE FOLLOWING DECLARATIONS AND CLAUSES:

                                  DECLARATIONS


I.       "SATMEX" DECLARES:

I.1      That it is a Variable Capital Stock Corporation ("Sociedad Anonima de
         Capital Variable"), duly incorporated in accordance with Mexican law.

I.2      That according to the provisions of the Mexican Federal
         Telecommunications Law ("Ley Federal de Telecomunicaciones"), and in
         the Mexican Regulations of Communication Via Satelite ("Reglamento de
         Comunicacion Via Satelite"), occupation of the 109.2 DEG., 113.0 DEG.
         and 116.8 DEG. West longitude geostationary orbit positions was
         concessioned on behalf of "SATMEX" for exclusive exploitation of the
         "C" and "Ku" frequency bands and the rights of transmission and
         reception of signals.

I.3      That Mr. Lauro Andres Gonzalez Moreno, Engineer, in his status of
         C.E.O., has enough faculties to subscribe this Contract.

I.4      That it meets the technical and economic conditions to take on
         commitment of the provision of the service covered by this Contract.

I.5      That its Federal Taxpayer Registration Number is:  SME-970626 MK5.

I.6      That Satmex 5 satellite has a useful life time of approximately
         fourteen (14) years, six (6) months, starting from September 1st, 1999.

I.7      That for the exercise and fulfillment of the rights and obligations
         under its care, derived from entering into this Contract, it indicates
         as its address that located on Boulevard Manuel Avila Camacho No. 40,
         piso 23rd, Colinia Lomas de Chapultepec, C.P. 11000, Mexico Distrito
         Federal.


II.      "THE CLIENT" DECLARES:

II.1     That it is a Corporation, duly incorporated under the laws of the State
         of California, Unites Stated of America.

II.2     That Mr. Peter Zimble, in his status as legal representative has enough
         faculties to subscribe this Contract.

II.3     That it is presenting a certified and a simple copy of the
         documentation indicated in the foregoing declarations.

II.4     That any modification on its firm name and/or the power of attorney
         granted to its legal representative, shall be reported to "SATMEX" in
         writing and in a timely fashion.

II.5     That it complies with the applicable legislation in the countries
         comprised within Continental region of the Satmex 5 satellite where the
         service shall operate, and that it has obtained the necessary
         authorization or authorizations from the corresponding regulating
         institutions, to install, operate or exploit the transmitting and/or
         receiving ground station or stations.


<PAGE>


II.6     That it accepts the General Conditions of service Supply of Conduction
         of Signals Via Satellite through the Mexican Satellite System, issued
         by "SATMEX" (Annex I), as well as the Technical Annex (Annex II),
         which, duly signed by the parties, are added to this Contract, to form
         an integral part of same.

II.7     That it is acquainted with the established legal framework, in the
         Mexican and international settings, to which rendering of the service
         subject matter of this Contract is subject, and is bound to use the
         service rendered by "SATMEX" to cover its communication needs within
         that legal framework.

II.8     That it indicates as its address, for effects of this Contract, that
         located at on 1901 Main Street 2nd floor, Santa Monica 90405
         California, United States of America.


After having effected the foregoing declarations, the parties agree to enter
into a Contract and bind themselves pursuant to the following:


                                     CLAUSES

FIRST.            "SATMEX" is bound to provide to "THE CLIENT" the international
                  service of signal conduction via satellite, through the
                  Mexican Satellite System, by means of the space segment
                  assignation in the category of Non-Preemptible service, on the
                  C band, 3C, 15C and 19C transponders, of the Continental
                  region, of the Satmex 5 satellite, with a bandwidth of 108.00
                  MHz, according to the terms, conditions, and technical, legal
                  and tariff modalities contained in this Contract and its
                  Annexes.

                  "THE CLIENT" accepts that "SATMEX" will only provide the
                  services object of this contract in those regions covered by
                  Satmex 5 satellite and in the countries where "SATMEX" have
                  the correspondent permits, authorizations and concessions to
                  provide private services through the Mexican Satellites
                  System.

SECOND.           "SATMEX" shall assign to "THE CLIENT" the satellite access
                  frequencies and their respective operation parameters, on the
                  basis of the link calculations previously presented by "THE
                  CLIENT" to "SATMEX" for each transmission and/or reception
                  carrier on which the ground stations that form part of its
                  network shall access.

                  "SATMEX" may modify the frequencies assigned to "THE CLIENT"
                  for justified reasons or optimization movements of the space
                  segment on the corresponding satellite, for which it shall
                  give "THE CLIENT" timely written notice of the respective
                  modifications. "THE CLIENT" is bound to carry out location
                  changes and release the preceding frequencies within the term
                  jointly agreed.

                  The satellite, band, coverage region, transponder,
                  polarization, link points, satellite frequencies, operation
                  parameters, location of the ground stations, antenna
                  diameters, are described in Annex II, which shall be updated
                  as "THE CLIENT" requests from "SATMEX" modifications or
                  enlargements on the service Contracted; in such case, the
                  parties shall subscribe the respective Agreement.

THIRD.            "THE CLIENT" is bound to notify "SATMEX" in writing the
                  name(s), position(s), address(es), telephone number(s) and fax
                  number(s) of the technically responsible person(s) in charge
                  of its company's satellite network, at the latest within the
                  first five (5) working days following the signature hereof, or
                  when said responsible persons are changed.

FOURTH.           "SATMEX" shall deliver the satellite access frequencies and
                  its operation parameters to "THE CLIENT", in writing, at the
                  time this Contract is signed.

FIFTH.            The ground station(s) through which the service is provided
                  shall satisfy the technical specifications and features set
                  forth by "SATMEX" to operate with the Mexican Satellite
                  System, and shall fulfill among others, recommendation ITU-R.
                  S.580-5 and operate with agile and fractionary step frequency
                  synthesizers. The above shall be described in the technical
                  memory of the network delivered by "THE CLIENT" to "SATMEX."


                                       2
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SIXTH.            The invoicing of the service shall begin as of the date this
                  Contract is signed.

SEVENTH.          "SATMEX" shall send to the address declared by "THE CLIENT"
                  the monthly invoice of the service Contracted, within the
                  first five (5) working days of each month, which shall be sent
                  per month in advance.

                  In case "THE CLIENT" does not receive the invoice at its
                  address in a timely manner, the latter shall notify this to
                  the "SATMEX" collection area and effect the corresponding
                  payment.

EIGHTH.           If "THE CLIENT" is not in agreement with any invoice, it shall
                  immediately present its application for clarification and/or
                  adjustment, in writing, to "SATMEX", explaining the reasons
                  and grounds for its disagreement. Such event does not exempt
                  "THE CLIENT" of its payment obligation.

NINTH. "THE CLIENT" shall guarantee to "SATMEX" fulfillment of the Contract by
                  means of a cash deposit in [***]. "THE CLIENT" is bound to
                  deliver to "SATMEX" proof of deposit at the time this Contract
                  is signed.

                  "SATMEX" is in agreement to review payment puntuality and
                  overall credit history. If "THE CLIENT" upon six (6)
                  consecutive months of timely payments, "SATMEX" will return
                  one-half of the deposit [***]. Upon an additional six (6)
                  consecutive months of timely payments, "SATMEX" will return
                  the remainder of the deposit [***] to "THE CLIENT"

                  "SATMEX" may pay "THE CLIENT" an annual interest rate of 3.0%,
                  of the deposit subject to history of monthly payments due and
                  received no later than the fifteenth (15th) day of each month.
                  The payment of said interest will take place at year end of
                  each calendar year.

                  "SATMEX" may dispose of such deposit, in the moment "THE
                  CLIENT" does not pay one monthly bill of the service, up to
                  the due amount plus the generated moratory interests.

                  Said deposit shall be returned to "THE CLIENT" at the end of
                  the term in force of this Contract, if the latter is updated
                  with its payments.

TENTH. "THE CLIENT" is bound to pay to "SATMEX" for the service subject matter
                  of this Contract, the total amount of [***], in monthly
                  payments in advance of [***].

                  "THE CLIENT" is bound to make payments in a timely manner, at
                  the latest on the fifteenth (15th) day of each month. If "THE
                  CLIENT" ceases to cover one (1) monthly payment, the service
                  shall be suspended. As the case may be, for reactivation, "THE
                  CLIENT" shall cover previously the indebtedness, moratory
                  interest and reconnection charges.

                  The parties agree that each of them shall pay the taxes and
                  tariffs generated under their care, according to the legal
                  ordinances in force in their respective countries.

                  When "THE CLIENT" ceases to cover more than one (1) monthly
                  payment, "SATMEX" may assign the capacity to another
                  interested party.

ELEVENTH.         Moratory interest shall be calculated on the basis of the rate
                  resulting from adding three (3) times the Prime Rate, issued
                  by the New York Citibank, proportionately to the days of delay
                  in payment, divided into twelve (12) months, on unpaid
                  balances of the amounts owed monthly.

                  Said interest shall be applied as of the day following the
                  payment expiration date and until the same is received by
                  "SATMEX."
---------------

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.


                                        3
<PAGE>


TWELFTH:          "SATMEX" shall only be liable, for compensation effects, for
                  dolus, for service interruptions in the part corresponding to
                  the space segment, facilities or equipment owned by it, but in
                  no case for acts of god or force majeure. "SATMEX's"
                  responsibility, shall in no case, exceed the amount of the
                  guarantee given by "THE CLIENT".

                  In case of service supply interruption, "THE CLIENT" shall
                  inform this immediately to the "SATMEX" Satellite Control
                  Center ("Centro de Control Satelital") in order for the reason
                  to be determined, the failure corrected, and the service
                  reestablished. Likewise, it shall notify "SATMEX" in writing
                  so that, as the case may be and on the basis of the Control
                  Center's technical report, the corresponding compensation is
                  made to it, in accordance with the stipulations of article 18
                  of Annex I.

                  When it is necessary to provide maintenance to its facilities
                  or equipment, among others, "SATMEX" may interrupt the
                  service. in coordination with "THE CLIENT", and the latter
                  shall not be entitled to any compensation. In any case,
                  "SATMEX" shall make its best efforts so that said
                  interruptions cause the least possible damage to "THE CLIENT"

                  If service interruptions arises, derived from operation of the
                  ground stations through which the service is provided, which
                  stations are not authorized or technically approved and are
                  causing interferences, "SATMEX" shall not be bound to grant
                  compensations.

THIRTEENTH.       The term of this Contract counted from the date it is signed
                  and will conclude on August 31st, 2010.

FOURTEENTH.       "THE CLIENT" may cancel part of the capacity contracted or
                  terminate this Contract, notifying this to "SATMEX", in
                  writing, at least thirty (30) working days in advance. In such
                  case, the cancellation or termination date shall be referred
                  to a calendar month (last day of the month).

                  In case it is "THE CLIENT" that cancels part of the capacity
                  contracted or terminates this Contract before the end of the
                  term in force indicated in CLAUSE THIRTEENTH, the latter shall
                  pay to "SATMEX", in one single payment and before the date
                  notified by "THE CLIENT" has elapsed, the amount resulting
                  from the tariff corresponding on a monthly basis to Contracts
                  at one (1) year, for each month remaining to conclude the time
                  period originally agreed upon, not to exceed twelve (12
                  months.

                  In the assumption of partial cancellation, the aforementioned
                  payment shall be applied to the capacity affected.

                  Advance cancellation or termination of a service does not
                  release "THE CLIENT" from previous indebtedness or moratory
                  interest.

                  "SATMEX" reserves the right to assign the satellite capacity
                  released due to advance cancellation or termination to another
                  interested party, as of the day following the termination or
                  cancellation date.

FIFTEENTH.        "SATMEX" may rescind this Contract for any of the following
                  reasons:

                      I.         For any type of transmission of the rights
                                 and/or obligations derived from this Contract,
                                 made by "THE CLIENT" to third parties, without
                                 having prior written authorization from
                                 "SATMEX."

                      II.        If "THE CLIENT" does not pay more than one (1)
                                 monthly invoice of the service or for three (3)
                                 suspensions of same in the term of one (1)
                                 year.

                      III.       If "THE CLIENT" does not adjust to satellite
                                 access parameters indicated by "SATMEX."

                      IV.        If "THE CLIENT" does not attend appropriately
                                 and/or carry out the necessary adjustments on
                                 the generated signals on their equipments that
                                 cause or may cause affectations to third
                                 parties.

                      V.         If "THE CLIENT" does not grant or maintain the
                                 guarantee mentioned in CLAUSE NINTH in time and
                                 form.


                                        4
<PAGE>


                      VI.        For dissolution or liquidation of "THE CLIENT",
                                 or if it is declared in bankruptcy or
                                 suspension of payments, or if it is in any of
                                 the cases stipulated in Article 2nd of the
                                 Mexican Law of Bankruptcy and Suspension of
                                 Payments ("Ley de Quiebras y Suspension de
                                 Pagos").

                      VII.       If "THE CLIENT" decides not to accept the
                                 relocation assigned to it by "SATMEX" in its
                                 satellites.

                      VIII.      In general, because "THE CLIENT" does not
                                 fulfill any of the obligations derived from
                                 this Contract, as well as its Annexes.

SIXTEENTH.        If "THE CLIENT" incurres in any of the causes of rescission
                  indicated in the preceding clause, "SATMEX" shall communicate
                  this in writing so that in a maximum term of fifteen (15)
                  calendar days, "THE CLIENT" amends the breach of its
                  obligation. If after said term has elapsed "THE CLIENT" has
                  not amend the breach of its obligation, "SATMEX" may rescind
                  this Contract, without a court order.

                  In case "SATMEX" rescinds this Contract, "THE CLIENT" is bound
                  to perform the payment referred to in CLAUSE FOURTEENTH and
                  release the satellite capacity mentioned in CLAUSE FIRST; in
                  such case, "SATMEX" shall have the possibility to relocate
                  such capacity immediately.

SEVENTEENTH.      "SATMEX" shall not incur any liability whatsoever for damages
                  suffered by "THE CLIENT" or third parties, in a specific but
                  not limiting manner, for delay in delivery, deficient
                  functioning or failures that might appear in the space segment
                  subject matter of this Contract, as well as service
                  interruptions in the part corresponding to the space segment
                  or equipment owned by it, derived from act of God or force
                  majeure.

EIGHTEENTH.       Both parties are bound to maintain all of the information and
                  documentation exchanged between them, by virtue of the
                  fulfillment and execution of this Contract, as strictly
                  confidential, except: (i) if same is requested by a judicial
                  or administrative authority and/or (ii) if said information is
                  deemed to be of public knowledge.

                  The parties may use the confidential information only by means
                  of prior written consent from the other party.

NINETEENTH.        This contract only covers the service provided by "SATMEX",
                  "THE CLIENT" being committed to obtain the authorization or
                  permit/license, whose granting is a faculty of the
                  corresponding governing bodies at the site of the ground
                  station(s), on its own behalf. In the event of the obtaining
                  of permits, licenses or other authorizations in the Andean
                  region, which consists of Bolivia, Colombia, Ecuador, Peru and
                  Venezuela, "THE CLIENT" shall file as a satellite provider
                  "Andesat via Satmex".

TWENTIETH:        In case of controversy regarding the fulfillment, contents,
                  construction and scope of the obligations in this Contract,
                  the parties submit to the indications of the ordinance in
                  force for the Federal District and the jurisdiction and
                  competence of the Courts of Mexico City, thus waiving their
                  right to the jurisdiction that might correspond to them due to
                  their present or future address or for any other reason. The
                  official language for these purposes is Spanish.

This Contract is signed in two copies, one copy remaining in possession of
either party, in Mexico City, as of September 1st, 1999.


                  FOR "SATMEX"                            FOR "THE CLIENT"

          /s/Lauro A. Gonzalez Moreno                      /s/Peter Zimble
    --------------------------------------      --------------------------------
           MR. LAURO GONZALEZ MORENO                     MR. PETER ZIMBLE
                     C.E.O.                            LEGAL REPRESENTATIVE


                                        5
<PAGE>



                                                                         ANNEX I

                                                 CLIENT: INTERPACKET GROUP, INC.
                                                          CONTRACT NUMBER: 279-1


              GENERAL PROVISION CONDITIONS OF THE SATELLITE SIGNAL

         CARRYING PERMANENT SERVICE THROUGH THE MEXICAN SATELLITE SYSTEM


GENERAL PROVISIONS.

         1.           The service to be provided by SATMEX consists of the
                      carrying of signals by satellite on the C and Ku bands of
                      the Mexican Satellite System, abiding by the provisions of
                      the Concession Title, the Mexican Federal Law on
                      Telecommunications, the Satellite Communication
                      Regulations, the Mexican Federal Law on Radio and
                      Television and its Regulations, the Constitution and
                      Agreement of the UTI, the International Telecommunications
                      Regulations, International Treaties and Agreements on the
                      matter approved by the Senate of the Republic and any
                      other administrative provisions on the matter.

         2.           The definitions of the technical terms used in the
                      contracts and/or agreements, should be understood
                      according to the documents already indicated in the above
                      paragraph, the definitions that may be issued by the
                      Telecommunications, Radio communications and Development
                      Standardization Sectors of the UTI, as well as the
                      correspondent Glossary of Terms of the Federal
                      Telecommunications Commission and/or of
                      Telecommunicaciones de Mexico.

         3.           THE CLIENT shall be responsible for obtaining and
                      possessing the necessary concessions, permits, licenses or
                      authorizations from the Mexican Federal Government or from
                      the authorities on the matter in each country to by
                      linked.

PROVISION.

         4.           The permanent service shall be provided based two
                      categories, according to their continuity priority in case
                      of contingency or partial or total failure of the assigned
                      satellite, these being:

                      NON-PREEMPTIBLE SERVICE - Is the one whose transponder has
                      back-up amplifiers and is not interrupted to give priority
                      to a protected service, but does not possess, in the case
                      of fault, immediate protection in another transponder or
                      satellite.

                      INTERRUPTIBLE SERVICE - Is the one subject to be required
                      at any time due to being used to provide immediate
                      protection to a protected service and even to a
                      Non-Preemptible service, due to the latter being
                      considered as priorities. During normal operation, the
                      transponder possesses backup transponders.

                      Protected Service shall be provided only for the State
                      satellite capacity; and it is used for national security
                      and social benefit services, and has maximum priority over
                      any service category, in case of contingency.

                      Each category of the permanent service has a different
                      tariff, which is defined in Annex II of the respective
                      contract.


                                        6

<PAGE>



5.       The space segment by which the service is provided shall be assigned
         based on the carriers of information and transmission for standardized
         integrated velocities, for complete transponders or fractions of band
         widths and/or transponder power, measured in Megahertz (MHz) and
         decibel Watts (dBw), respectively.

6.       THE CLIENT, when contracting the service, must deliver a technical
         specifications sheet describing the network, its topology, the ground
         stations and their equipment, the satellite access technique, the
         required capacity and link calculation for each carrier, according to
         the format which shall be previously given
         thereto by SATMEX.

7.       The frequency synthesizers of THE CLIENT's ground stations must be
         efficient and steeped in kilohertz. The operation of equipment for
         crystal-syntonized frequencies or with tuning limitations are not
         acceptable, as this prevents the relocation of the service in case of
         interference and may also lead to greater
         consumption of band width, charged to THE CLIENT.

8.       The responsible technicians appointed by THE CLIENT to operate the
         ground stations of its satellite network, must not exceed the nominal
         satellite access parameters assigned to each carrier. The personnel of
         the primary or Alternate Satellite Control Center of SATMEX, when
         detecting excesses, shall immediately coordinate the necessary
         rectifications with the manager of the ground station or the network.
         In the case that THE CLIENT does not make the necessary rectifications
         or deactivation of the carriers that operate out of the parameters, it
         shall be charged economic penalties for the use of excess power or
         bandwidth, or for the damages caused to other clients.

         The economic penalty shall be for the amount resulting from applying
         the highest tariff for the affected bandwidth and/or power, and also,
         in such case, the economic compensations amounts that SATMEX gives to
         an afected client(s). The payment of such penalties does not imply
         authorization to continue operating the service out of the assigned
         access parameters.

         If THE CLIENT, for reliability in its link(s), requires operation with
         a higher satellite power level, it may request (with link calculations)
         that SATMEX authorize it, if such possibility exists, applying the
         corresponding adjustments in the bill.

9.       THE CLIENT, prior to accessing the satellite, must coordinate the
         necessary technical testing of their ground stations with the Primary
         or Alternate Satellite Control Center, according to the procedure and
         protocol established by SATMEX.

10.      The ground stations which do not meet the insulation tests, radiation
         pattern or other parameter which affects or may affect other signals or
         satellites, may not be authorized to operate with the satellites until
         they have been corrected, without this implying any responsibility for
         SATMEX.

         Additionally, if an already tested ground station starts to produce
         interference with other signals during its operation, it must suspend
         its access to the satellite until the complete rectification of such
         interference. In this case, THE CLIENT must provide every facility, so
         that jointly with the Primary or Alternate Control Center, do whatever
         proceeds to help it to eliminate the interference.

         In the case that the manager(s) of the ground station(s) through which
         the service is run does/do not comply with the indications of the
         Primary or Alternate Satellite Control Center of SATMEX in a timely
         fashion, to correct or deactivate the ground station which is producing
         the interference. THE CLIENT shall pay SATMEX a fine equivalent to one
         percent (1%) of the monthly tariff for each hour or fraction for the
         delay plus the equivalent of the compensations SATMEX would have to pay
         to other clients as a consequence of said interference.

         THE CLIENT is committed to supervise the operating status of the ground
         stations and to make sure that these do not produce interference to
         their own signals, other clients signals or other satellites.

11.      When a client's signals are affected by interference whose origin in
         unknown or undetermined which does not allow its immediate
         rectification, THE CLIENT shall have the option to be relocated, as
         soon as possible, to a free space so as to provide its communications
         with continuity.


                                        7
<PAGE>


         This must be immediately reported to the monitoring areas of the
         Primary or Alternate Satellite Control Center of SATMEX, so that in
         coordination with the assignations area, it may attend and aid in the
         relocation activities. As the case may be, SATMEX shall notify THE
         CLIENT of the new frequencies and operating parameters, be they
         temporary or definitive.

         The costs incurred as a result of relocating the frequencies of the
         ground stations shall be paid by THE CLIENT.

12.      Any modification to the service or change of location of the ground
         stations must be requested from SATMEX at least thirty (30) working
         days in advance, including the complement to the technical
         specifications sheet and the link calculations for the modified
         carriers or new sites.

         THE CLIENT must not make modifications to the service without prior
         coordination with SATMEX.

CONTRACTING.

13.      To contract the service, THE CLIENT must possess a public network
         concession or permit, of the type envisaged in Articles 24 and 31 of
         the Mexican Federal Law on Telecommunications, respectively and
         pursuant to the provisions of the Satellite Communication Regulations.
         The obtention of such permits shall be the responsibility of and at the
         cost of THE CLIENT. A copy of this document must be presented to
         SATMEX.

BILLING.

14.      When the magnitude of any of the concepts used as the basis for the
         application of the tariff results in fractions greater than those
         established in the same, these shall be converted into unit, decimal or
         centesimal values, rounded up to the nearest higher number, as
         corresponds.

15.      The invoices for the concept of the provision of permanent services
         shall be formulated for periods that correspond to one calendar month,
         except when the start of the service is on a day in the middle of the
         month, in which case the initial invoice shall be formulated for the
         amount corresponding to the number of days remaining for the conclusion
         of such month in which the service is provided.

16.      THE CLIENT shall pay the invoices under its charge, at the latest in
         the date established in the correspondent invoice and in the same
         currency as shown in such documents. THE CLIENT shall have the option
         to pay in the banking institutions authorized by SATMEX or by an
         electronic bank transfer at SATMEX account at:


            Bank:                          [***]
            Domicile:                      [***]
            Account number:                [***]
            ABA number:                    [***]
            Beneficiary:                   [***]

COMPENSATIONS.

17.      SATMEX shall in no case bear economic responsibility for damages and
         injuries caused by the interruptions in the service to THE CLIENT or
         third parties.

---------------

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.


                                        8

<PAGE>


         SATMEX shall not grant compensation for the interruptions in the
         service derived from the operation of the ground station(s) which are
         not technically authorized or approved and which cause interference, or
         for the total or partial suspension of an interruptible service due to
         providing immediate protection to a
         protected or uninterruptible service, which have priority thereover.

         The compensations shall be taken into account starting from the date on
         which the Satellite Control Center of SATMEX issues the report
         confirming the causes that led to the interruption.

18.      The interruptions in the provision of the service, imputable to SATMEX,
         shall be compensated in the following way:

         I.           Only shall be compensated continuous interruptions of
                      three (3) hours. The compensation shall be equal to one
                      eighth of the billing corresponding to one (1) day. A
                      fraction of one hour shall be calculated as a complete
                      hour.

         II.          SATMEX shall not take into consideration requests for
                      compensation when the interruption is due to THE CLIENT's
                      negligence, or a failure of the apparatus and equipment
                      which are not the property of SATMEX and whose
                      conservation and operation does not pertain thereto.

         III.         The compensations, when applicable, shall be credited to
                      THE CLIENT in the due account for the second and third
                      months following the month in which the interruption
                      occurred.

         IV.          Devolutions shall only be made in those cases in which it
                      is impossible to apply the compensations to other periods
                      or services contracted by THE CLIENT.

This Annex is signed in two copies, one copy remaining in possession of each
party, in Mexico City, on September 1st, 1999.


                  FOR "SATMEX"                           FOR "THE CLIENT"

          /s/Lauro A. Gonzalez Moreno                    /s/Peter Zimble
   ----------------------------------------     --------------------------------
           MR. LAURO GONZALEZ MORENO                    MR. PETER ZIMBLE
                     C.E.O.                           LEGAL REPRESENTATIVE


                                        9

<PAGE>


                                    ANNEX II

--------------------------------------------------------------------------------
CLIENT:                          INTERPACKET GROUP, INC.
--------------------------------------------------------------------------------
ADDRESS:                901 MAIN STREET 2ND FLOOR, SANTA MONICA
--------------------------------------------------------------------------------
CITY:               CALIFORNIA, UNITED STATED OF AMERICA 90405
--------------------------------------------------------------------------------
CONTRACT:  279-I   DATE:  SEPTEMBER 1ST, 1999   PERIOD IN USE: ELEVEN (11) YEARS
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REPRESENTED:                           MR. PETER ZIMBLE
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                              TECHNICAL INFORMATION

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NETWORK:      POINT-POINT        BANDWIDTH: 108 MHz
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EXPLOTATION:              PRIVATE NETWORK
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SATELLITE:                SATMEX 5   BAND: C  SERVICE CATEGORY: NON PREEMPTIBLE
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ORBITAL POSITION:        116.8DEG.W   TRANSPONDER: 3C, 15C y 19C
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REGION:                  CONTINENTAL
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TELEPORT(S): CALIFORNIA, UNITED STATES OF AMERICA
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                                      COST

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TOTAL AMOUNT USD
[***]

MONTHLY COST USD
[***]
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DATE: MEXICO. CITY., AS OF SEPTEMBER 1ST, 1999


                  FOR "SATMEX"                           FOR "THE CLIENT"

          /s/Lauro A. Gonzalez Moreno                    /s/Peter Zimble
     -------------------------------------     ---------------------------------
           MR. LAURO GONZALEZ MORENO                    MR. PETER ZIMBLE
                     C.E.O.                           LEGAL REPRESENTATIVE
---------------

[***] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.


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