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DATED                                                  2000
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                                                                   Exhibit 10.12

(1)  COMMUNICATIONS COLLATERAL LIMITED

(2)  TELEMONDE INVESTMENTS LIMITED

(3)  TELEMONDE INTERNATIONAL BANDWIDTH LIMITED

(4)  TELEMONDE INC

(5)  KEVIN MAXWELL

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                             FORBEARANCE AGREEMENT
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THIS DEED is made the                 day of                   2000

BETWEEN:

(1)  COMMUNICATIONS COLLATERAL LIMITED ("CCL") a company registered in the
     British Virgin Islands and having its registered office at PO Box 438, Road
     Town, Tortola, British Virgin Islands;

(2)  TELEMONDE INVESTMENTS LIMITED ("TIL") a company registered in the British
     Virgin Islands and having its registered office at Craigmuir Chambers, Road
     Town, Tortola, British Virgin Islands;

(3)  TELEMONDE INTERNATIONAL BANDWIDTH LIMITED ("TIBL") a company registered in
     the British Virgin Islands and having its registered office at Lake
     Building, 1/st/ Floor, Wickham's Cay 1, P O Box 3152, Road Town, Tortola,
     British Virgin Islands;

(4)  TELEMONDE INC. a Delaware corporation ("Telemonde") whose office is at 200
     Madison Avenue, Suite 520, New York, NY 10016.

(5)  KEVIN MAXWELL of 40 Portman Square, London W1H 9FH

WHEREAS

(A)  On 15 April 1999, TIL entered into a Capacity Option Agreement ("the Option
     Agreement") with CCL under which TIL granted an option (the "Put Option")
     to CCL to require TIL to purchase certain capacity on the Gemini System for
     US$6,500,000.

(B)  The Put Option has been exercised but the sale of the capacity pursuant to
     that exercise has not yet been fully completed. TIL has paid US$2,500,000
     of the purchase price on exercise of the Put Option but is in default in
     respect of the balance of
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     US$4,000,000 which remains outstanding together with all sums due and
     accruing in respect of reasonable legal and other reasonable enforcement
     costs. Interest at the rates varying from 10 to 12.5 per cent per annum
     began running on the overdue balance on 15 April 1999 and as at 15 December
     1999 interest of US$421,456.24 has accrued.

(C)  On 15 April 1999 TIL and its subsidiaries entered into a Composite
     Guarantee and Debenture with CCL and separate Debentures under the laws of
     the British Virgin Islands and Bermuda respectively ("the Debentures")
     under which they created security over all their assets in favour of CCL in
     support of certain obligations including those in respect of the Put
     Option.

(D)  On 1 September 1999, Telemonde issued a warrant (the "Warrant") to CCL
     under which CCL has the right to subscribe for 4,526,231 shares of common
     stock, US$.001 par value in the capital of Telemonde in accordance with the
     terms thereof.

(E)  In view of TIL's default under the Put Option Telemonde, TIL and TIBL have
     agreed terms of forbearance on the part of CCL under the documents referred
     to above on the terms set out in this Deed.

NOW IT IS HEREBY AGREED as follows:

1.   In consideration of CCL granting more time for TIL to pay the sums due
     under the Option Agreement and forbearing to take action against TIL and
     its subsidiaries pursuant to its rights under the Debentures, TIL and
     Telemonde agree with CCL as follows:
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(a)  On the date hereof Telemonde will procure that TIL will pay and TIL
     covenants to pay the sum of US$500,000 (US$ Five hundred thousand) by
     electronic fund transfer to CCL's bank account at

     Barclays Bank Plc
     75 Wall Street
     New York,
     NY 10265
     USA
     ABA# 026-002-574
     Swift Code: BARCUS33
     For credit to:
     Barclays Bank Plc
     P.O. Box 70
     Road Town, Tortola
     British Virgin Islands
     Swift Code: BARCBBBBATOR
     Account # 280-715-290
     For further credit to: Communications Collateral Limited
     Account #: 213-004-735

     in partial settlement of the obligations of TIL in respect of the price
     payable on the exercise of the Put Option;

(b)  TIL and CCL hereby agree that, if the action and documents which are
     required to be taken and/or delivered under Clauses 1(a), 2 and 3 of this
     Agreement are taken and/or delivered in accordance with those Clauses, the
     terms of the Option Agreement are amended so that the balance of the price
     payable on the exercise of the Put Option remaining after the payment of
     US$500,000 in (a) above (being US$3,921,456.24) plus interest on all
     outstanding principal from 15 December 1999 until the date of payment
     calculated pursuant to the Option Agreement and further sums due and
     accruing in respect of the reasonable legal and other reasonable costs and
     expenses of enforcement (the "Balance") will be paid as follows:
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          (i)   if Telemonde makes a private placement of shares or debt of less
                than US$10 million and the proceeds are received by Telemonde
                before 15 February 2000 TIL will pay to CCL on receipt of the
                proceeds of that private placement a sum equal to the first US$2
                million of those proceeds and 50 per cent of the excess of the
                proceeds over US$4 million or if less a sum equal to the
                Balance;

          (ii)  if Telemonde makes a private placement of shares or debt of
                US$10 million or more and the proceeds are received by Telemonde
                before 15 February 2000 TIL will pay to CCL on receipt of the
                proceeds of that private placement a sum equal to the Balance;

          (iii) any part of the Balance which has not been paid by 15 February
                2000 under (i) or (ii) above will be paid by TIL to CCL on 15
                February 2000.

     Any part of the Balance which has not been paid by TIL to CCL by 15
     February 2000 will continue to be an obligation under this Deed and the
     Option Agreement and interest and expenses shall continue to accrue
     thereon. Breach of any of the provisions of this Clause 1(b) will be a
     breach for the purposes of Clauses 4(b) and 4(c) of this Deed.

2.   If the registration statement referred to in sub-clause 5(a) below is not
     filed and or the sums due in clause 1(b) are not paid on or before 15
     February 2000 Telemonde will within seven days of such date procure the
     issue of a number of fully paid and non-assessable shares of common stock
     in the capital of Telemonde in the name of CCL on terms on which CCL will
     not be required to make any payment to Telemonde for those shares other
     than the consideration of its forbearance hereunder. The number of
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     shares to be issued under this Clause 2 shall be calculated by dividing the
     sum of US$500,000 by the Market Price Per Share (as such expression is
     defined in the Warrant) on the last trading day immediately prior to the
     date of registration provided that the provisions of this Clause 2 shall
     constitute an agreed penalty in addition to the obligation to pay the
     Balance (without prejudice to all CCL's rights arising by such a default
     including (without limitation) rights under clauses 3.2, 4(b) and 4(c)
     below)

3.1  On the execution of this deed:

     (a)  execute and deliver to CCL a corporate guarantee in agreed form under
          which Telemonde will agree to guarantee all of the obligations of TIL
          under this Deed and in respect of the Put Option;

     (b)  execute a deed in favour of CCL in agreed form and deliver to CCL
          under which Telemonde will undertake not to grant over its assets and
          to procure that its subsidiaries will not grant over their assets any
          security other than that which exists at the date hereof save for (i)
          any security granted in order to raise funds for the purpose of
          assisting Telemonde and its subsidiaries to fulfil the obligations
          under this Deed or the Put Option and (ii) any security granted by
          Equitel Communications Limited and its subsidiaries in the ordinary
          course of their business;

3.2  On execution of this Deed Telemonde will procure that TIBL will provide and
     TIBL covenants to provide CCL's solicitors with a letter on its headed
     notepaper and Activation Request Form signed (and expressed to be signed)
     by a duly authorised officer of TIBL and addressed to MCI WorldCom Global
     Networks US Inc provided that CCL undertakes not to forward the letter
     and/or Activation Request Form to MCI
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     WorldCom except in the event of a breach of Clause 1(b) and/or Clauses 3.1,
     3.3, 3.4 and/or 5(c) of this Deed.

     For the avoidance of doubt, TIBL hereby acknowledges that in the
     circumstances of such breach CCL will have the absolute right to transfer
     the Capacity (as defined in the Capacity Agreement) in accordance with the
     terms of the Capacity Agreement and TIBL agrees to provide all necessary
     consents to such a transfer if so requested in writing by CCL.

3.3  Mr Kevin Maxwell will on the date hereof execute and deliver a personal
     guarantee in favour of CCL to CCL of the obligations of TIL under this Deed
     and in respect of the Option Agreement in the agreed form under which Mr
     Maxwell's liability will be capped at US$900,000.

3.4  On or before 21 January 2000 Telemonde shall procure the delivery of a
     third party charge, substantially in the form annexed, in favour of CCL
     under which 400,000 free trading fully paid and non-assessable shares of
     common stock in the capital of Telemonde will be charged to CCL as security
     for the obligations of TIL under this Deed and the Option Agreement under
     which the rights of CCL under the charge cannot be enforced before 15
     February 2000.

4.   TIL, TIBL and Telemonde agree that:

     (a)  nothing in this Deed is intended to or will affect the rights of CCL
          against TIL under the Option Agreement (save as expressly amended in
          this Deed) and/or the rights of CCL against TIL and its subsidiaries
          (including TIBL) under the Debentures and
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     (b)  a default under clause 1(a) and/or clause 1(b) and/or a failure to
          procure the delivery of the third party charge in clause 3.4 of this
          Deed will be deemed to be an event of default under the Debentures
          entitling CCL to exercise all its rights thereunder provided that

     (c)  CCL agrees not to enforce its rights under the Debentures (and any
          other security given to CCL in respect of the obligations of TIL under
          the Put Option) unless there is a breach of the provisions set out in
          Clause 1(a) and/or 1(b) and/or Clause 3.4 and/or Clause 5(c) and/or
          under any document or instrument referred to in Clauses 2 and 3 of
          this Deed or any further breaches under the documentation which TIL
          and/or its subsidiaries have entered into with CCL relating to the
          Capacity;

5.   (a)  Telemonde will procure that (i) the registration statement referred to
          in the Registration Rights Agreement between Telemonde and CCL dated 1
          September 1999 will be filed with the Securities and Exchange
          Commission by not later than 15 February 2000 or, if later, the first
          date on which such a filing is lawfully permitted and thereafter shall
          exercise all good faith efforts to have such registration statement
          declared effective as soon as possible and (ii) such registration
          statement will additionally apply to such number of shares as are to
          be issued pursuant to Clause 5(c) less 1 million and Clause 2 (if
          any).

     (b)  The definition of "Exercise Price" in the Warrant will be amended by
          the replacement of the figures "5.25" by the figures "2.70".

     (c)  Telemonde will procure the issue of fully paid and non-assessable
          shares of common stock in the capital of Telemonde in the name of CCL
          on or before 17 January 2000 on terms on which CCL will not be
          required to make any
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          payment to Telemonde for these shares and the consideration for the
          issue shall be its forbearance hereunder without prejudice to CCL's
          rights arising under a default by TIL and/or any of its associated
          companies. The number of shares to be issued under this Clause 5(c)
          shall not be greater than 1.75 million and not less than 1.5 million
          and shall be calculated by dividing the sum of US$1,350,000 by the
          Market Price Per Share (as such expression is defined in the Warrant)
          on the last trading day immediately prior to the date of issue and
          adding one million to the result.

6.   For the avoidance of doubt it is hereby agreed and declared:

     (a)  the Capacity Agreement and all CCL's and TIL's rights and obligations
          under it remain in full force and effect save only as expressly
          amended or modified by this Deed and

     (b)  unless and until all sums payable to CCL pursuant to the Option
          Agreement (as amended by this Deed) are paid in full together with
          interest and costs all CCL's rights under the Capacity Agreement will
          remain in full force and effect save as specifically amended by this
          Agreement and

     (c)  all amounts payable by TIL under this Deed are deemed to be Secured
          Liabilities as defined in the Debentures and nothing in this Deed will
          affect the security of CCL over the assets of TIL and its subsidiaries
          contained in the Debentures save as expressly provided in this Deed.

7.   This Agreement may only be varied by written document signed by all the
     parties.
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8.   The obligations and liabilities of any party hereto shall not be prejudiced
     released or affected by any time or forbearance or indulgence, release or
     compromise given or granted by any person to whom such obligations and
     liabilities are owed or by any other person to such party or any other
     party so obliged or liable nor by any other matter or circumstance which
     (but for this provision) would operate to prejudice release or affect any
     such obligations except an express written release by all the parties to
     whom the relevant obligations and liabilities are owed or due.

9.   This Agreement shall be governed by and construed in accordance with
     English Law and the parties hereby irrevocably submit themselves to the
     non-exclusive jurisdiction of the English, New York and US Federal Courts.

IN WITNESS whereof this Agreement has been duly executed and delivered as a deed
by the parties the day and year first before written.
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EXECUTED and DELIVERED as a Deed                  )
by COMMUNICATIONS COLLATERAL                      )
LIMITED acting by its duly appointed attorney     )
Thomas Huser                                      )

EXECUTED and DELIVERED as a Deed                  )
by TELEMONDE INVESTMENTS LIMITED                  )
acting by                                         )

EXECUTED and DELIVERED as a Deed                  )
by TELEMONDE INTERNATIONAL                        )
BANDWIDTH LIMITED                                 )
acting by                                         )

EXECUTED and DELIVERED as a Deed                  )
by TELEMONDE INC                                  )  /s/ Kevin Maxwell
acting by                                         )

EXECUTED and DELIVERED as a Deed                  )
by KEVIN MAXWELL in the presence of:-             )  /s/ Kevin Maxwell

   /s/ F. Tutill
   FIONA TUTILL

   FLAT 10,
   OLD COURT
   ARBOUR LANE
   CHELMSFORD
   ESSEX CM1 7UF

   LEGAL SECRETARY

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EXECUTED and DELIVERED as a Deed                  )
by COMMUNICATIONS COLLATERAL                      )  /s/ Thomas C. Huser
LIMITED acting by its duly appointed attorney     )
Thomas Huser                                      )

EXECUTED and DELIVERED as a Deed                  )
by TELEMONDE INVESTMENTS LIMITED                  )
acting by                                         )

EXECUTED and DELIVERED as a Deed                  )
by TELEMONDE INTERNATIONAL                        )
BANDWIDTH LIMITED                                 )
acting by                                         )

EXECUTED and DELIVERED as a Deed                  )
by TELEMONDE INC                                  )
acting by                                         )

EXECUTED and DELIVERED as a Deed                  )
by KEVIN MAXWELL in the presence of:-             )

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          CCL's rights under the Capacity Agreement will remain in full force
          and effect save as specifically amended by this Agreement and

     (c)  all amounts payable by TIL under this Deed are deemed to be Secured
          Liabilities as defined in the Debentures and nothing in this Deed will
          affect the security of CCL over the assets of TIL and its subsidiaries
          contained in the Debentures save as expressly provided in this Deed.

7.   This Agreement may only be varied by written document signed by all the
     parties.

8.   The obligations and liabilities of any party hereto shall not be prejudiced
     released or affected by any time or forbearance or indulgence, release or
     compromise given or granted by any person to whom such obligations and
     liabilities are owed or by any other person to such party or any other
     party so obliged or liable nor by any other matter or circumstance which
     (but for this provision) would operate to prejudice release or affect any
     such obligations except an express written release by all the parties to
     whom the relevant obligations and liabilities are owed or due.

9.   This Agreement shall be governed by and construed in accordance with
     English Law and the parties hereby irrevocably submit themselves to the
     non-exclusive jurisdiction of the English, New York and US Federal Courts.

IN WITNESS whereof this Agreement has been duly executed and delivered as a deed
by the parties the day and year first above written.

EXECUTED and DELIVERED as a Deed                  )
by COMMUNICATIONS COLLATERAL                      )
LIMITED acting by its duly appointed attorney     )
Thomas Huser                                      )

EXECUTED and DELIVERED as a Deed                  )
by TELEMONDE INVESTMENTS LIMITED                  )
acting by S. Williams, Director                   )  /s/ S Williams
          S. Jones, Director                      )  /s/ S Jones

EXECUTED and DELIVERED as a Deed                  )
by TELEMONDE INTERNATIONAL                        )
BANDWIDTH LIMITED                                 )
acting by S. Williams, Director                   )  /s/ S Williams
          S. Jones, Director                      )  /s/ S Jones

EXECUTED and DELIVERED as a Deed                  )
by TELEMONDE INC                                  )
acting by                                         )

EXECUTED and DELIVERED as a Deed                  )
by KEVIN MAXWELL in the presence of:-             )