<PAGE>


                                                                 Exhibit 10.8(a)


PRIVATE AND CONFIDENTIAL
AND CONTAINING PRICE SENSITIVE INFORMATION


To:  The Telemonde Companies (as defined in the First Schedule)


                                                                31 December 1999


Dear Sirs

Standstill Letter


1.   Definitions

     For the purposes of this Letter words and expressions defined in the First
     Schedule will, unless the context otherwise requires, have the meanings
     respectively assigned to them.

2.   Restrictions during the Standstill Period

     During the Standstill Period (but subject always to paragraphs 4 and 10)
     MCI WorldCom shall not;

     (a)  No demand or proceedings to recover indebtedness

          make any demand for, or accept payment or discharge of, or claim, or
          take any proceedings or steps to enforce payment or discharge of, or
          to recover, the Debt;

     (b)  No steps to enforce rights of recourse

          take steps to enforce or make demand under any guarantee, indemnity,
          security or other right of recourse in respect of the Debt;

     (c)  No insolvency steps

          take any steps to wind up or appoint a receiver or administrative
          receiver or administrator or other similar officer over, or commence
          any other insolvency related proceedings or any analogous proceedings
          in any other jurisdiction against any Telemonde Group Company or any
          assets thereof in respect of the Debt;


<PAGE>

                                      -2-

3    Agreements by the Telemonde Companies

3.1  Each Telemonde Company hereby agrees that, during the Standstill Period
     (and save as permitted by this Letter or as agreed or required by the
     Security Agent);


     (a)  No borrowings

          save for Permitted Borrowings, it shall not (and shall procure that
          each Telemonde Group Company shall not) borrow or raise money or
          credit of whatever nature from any person;

     (b)  No further security or guarantees

          save for Permitted Encumbrances, it shall not (and shall procure that
          each Telemonde Group Company shall not) give, create or allow to
          subsist any charge, lien, security or encumbrance whatsoever or any
          cash collateral/cash cover or provide any preferential treatment to
          any creditor or give or agree to give any guarantee or indemnity in
          respect of any borrowings or liabilities in the nature of borrowings;

     (c)  Arms length transactions only

          save for Permitted Borrowings and Permitted Disposals, it shall not
          (and shall procure that each Telemonde Group Company shall not) enter
          into any transaction (including, but not limited to, a disposal)
          otherwise than on arms length terms in the ordinary course of its
          business;

     (d)  No disposals

          save for Permitted Disposals, it shall not (and shall procure that
          each Telemonde Group Company shall not) dispose of any interest in any
          asset;

     (e)  No dividend

          it shall not (and shall procure that each Telemonde Group Company
          shall not) declare or announce any dividend or make any other income
          distributions to its shareholders or repay in whole or in part any
          intra-group indebtedness or any loans from or other indebtedness to
          any Management Party or any Telemonde Group Company director, officer
          or

<PAGE>

                                      -3-

          shareholder of any Telemonde Group Company or any person connected to
          or associated with any Telemonde Group Company or any Management
          Party;


     (f)  No redemption/purchase of shares

          it shall not (and shall procure that each Telemonde Group Company
          shall not) purchase or redeem any of its issued shares or repurchase
          any debt of any Telemonde Group Company;


     (g)  New subsidiaries

          it shall procure that (i) Telemonde remains the ultimate parent
          company of the Telemonde Guarantee Companies; and (ii) no new
          subsidiary of Telemonde shall be incorporated without 7 Business Days
          prior written notice thereof being given to the Security Agent; and
          (iii) that any New Telemonde Company (other than an EquiTel SPV)
          executes a legally binding guarantee of the Debt in the form
          contemplated by paragraph 4.1 within seven Business Days of its
          incorporation or acquisition.

4.   Commencement and Further Obligations


4.1 The obligations of MCI WorldCom to the Telemonde Companies under this
    Letter are conditional in all respects upon receipt by the Security Agent
    prior to the Long Stop Date of the following in form and substance
    satisfactory to the Security Agent;

    (a)  Forms of Acceptance and Agreement in the form of the Ninth Schedule
         duly signed by MCI WorldCom, the Telemonde Companies (other than TIBL)
         and the Management Parties (and for the avoidance of doubt;

         (i)  without prejudice to the terms of paragraph 4.2 or the effect of
              a breach thereof, this Letter shall be effective and binding on
              Telemonde, TNL and the Management Parties from the Commencement
              Date notwithstanding any failure by TIBL to execute and deliver a
              Form of Acceptance and Agreement;

         (ii) on the execution and delivery by TIBL of a Form of Acceptance and
              Agreement, this Letter shall (subject to the effect of a breach
              of paragraph 4.2) be and be

<PAGE>

                                      -4-

               deemed to have been binding on TIBL as from the Commencement Date
               and shall be construed accordingly);

     (b)  a guarantee from each of the Telemonde Guarantee Companies
          incorporated in England and Wales of the Debt in the agreed form
          contained in the Tenth Schedule;

     (c)  a guarantee from Telemonde of the Debt in the agreed form contained
          in the Eleventh Schedule.

     The date on which the last of these conditions to be satisfied being
     satisfied shall be the Commencement Date. If each of the above conditions
     has not been satisfied prior to the Long Stop Date, this Letter shall cease
     to have any effect.

4.2  By close of business on 5 January 2000, Telemonde and TNL shall jointly and
     severally procure the execution and delivery of a Form of Acceptance and
     Agreement in the form of the Ninth Schedule by TIBL.

4.3  By close of business on 7 January 2000, the Telemonde Companies shall
     jointly and severally procure the execution and delivery in favour of the
     Security Agent of a guarantee from each of the Telemonde Guarantee
     Companies incorporated

     (a)  in Bermuda in the agreed form contained in the Twelfth Schedule; and

     (b)  in the British Virgin Islands in the agreed form contained in the
          Thirteenth Schedule; and

     (c)  in Switzerland in the agreed form contained in the Fourteenth
          Schedule.

4.4  By close of business on 15 January 2000, the Telemonde Companies shall
     jointly and severally procure receipt by the Security Agent of:


          (i)  legal opinions in form and substance satisfactory to the Security
               Agent in respect of each Telemonde Company confirming that the
               representations and warranties in paragraphs 9.1(a) and 9.1(b)
               are true;

          (ii) directors' certificates in form and substance satisfactory to the
               Security Agent and certified copies of board resolutions of each
               of Telemonde and the Telemonde


<PAGE>

                                      -5-

               Guarantee Companies evidencing due execution of the documents
               contemplated by this Letter to be executed by them.

4.5  By close of business on 31 January 2000, the Telemonde Companies shall
     jointly and severally procure receipt by the Security Agent of:

          (i)   US$50,000 referred to in paragraphs 12.4.2.;

          (ii)  a fixed charge over the Common Shares (substantially in the form
                of the Seventh Schedule);

          (iii) legal opinions in form and substance satisfactory to the
                Security Agent in respect of the said Fixed Charge over the
                Common Shares together with directors' certificates in form and
                substance satisfactory to the Security Agent and certified
                copies of board resolution of each of the persons executing the
                said fixed charge over the Common Shares.

4.6  Forthwith on discharge of the CCL Security, TIBL shall (and the Telemonde
     Companies shall jointly and severally procure that TIBL shall) execute and
     deliver in favour of the Security Agent a debenture substantially in the
     form of the Eighth Schedule).

5.   Management Party covenants

     Each Management Party agrees and confirms that during the Standstill Period
he shall:

     (a)  continue to work diligently for and devote the same amount of time as
          at present to the business and interests of the Telemonde Group
          Companies and not, directly or indirectly, be engaged or interested in
          any business in competition with, or adverse to, the interests of the
          Telemonde Group Companies (Provided that this shall not prejudice the
          right of a Management Party to continue to operate as disclosed in the
          Disclosure Schedule):

     (b)  use all best endeavours to procure that each Telemonde Group Company
          complies with the undertakings, representations and warranties given
          by or in respect of it in this Letter or in any agreement contemplated
          herein:


<PAGE>

                                      -6-

     (c)  meet the Security Agent at a mutually convenient time or times as and
          when requested to review the status of the matters referred to in this
          Letter; and

     (d)  procure that no Telemonde Group Company shall make any repayment of
          loans from the directors of, or from a person or persons connected
          with, the relevant Telemonde Group Company;

     (e)  use all best endeavours, and procure that Telemonde uses its best
          endeavours, to progress Financings sufficient to allow the due
          performance of the obligations of the Telemonde Group Companies
          pursuant to this Letter and the agreements made or contemplated
          herein.

6.   Information

     During the Standstill Period, the Telemonde Companies shall:

6.1  provide and/or shall procure the provision to the Security Agent such
     information and records as may be reasonably requested by the Security
     Agent including (without limitation);

          (i)  quarterly consolidated management accounts and quarterly
               management accounts for TIBL (sufficient to allow the Security
               Agent to monitor the condition of the Telemonde Group Companies
               and to satisfy itself that there has been no material
               deterioration in the financial condition of any Telemonde Group
               Company) Provided that, commencing with the accounts for the
               month of February 2000, such accounts shall be provided monthly
               by the end of the month following the relevant month period; and

          (ii) confirmation of the progress of any Financing;

6.2  instruct the Auditors to:

     (a)  provide in a timely fashion to the Security Agent such information and
          corporate and financial records as the Security Agent may reasonably
          request; and

     (b)  respond in a timely fashion to enquires reasonably raised by the
          Security Agent;

     each party to bear its own costs and the costs of its advisers in relation
     thereto.

<PAGE>

                                      -7-

7.     Representation that no legal proceedings pending or threatened

       Each of the Telemonde Companies represents and warrants to MCI WorldCom
       that save as disclosed in the Disclosure Schedule:

7.1    there are no legal or other proceedings pending against it or against any
       Telemonde Group Company (and so far as it is aware no such claims are
       threatened) before any court, tribunal, commission or regulatory
       authority;

7.2    it is not (and no Telemonde Group Company is) in default of any payment
       owed to any person;

7.3    on (a) any legal or other proceeding being commenced or threatened
       against it or any Telemonde Group Company; or (b) on it or any Telemonde
       Group Company becoming in default of any payment owed to any person, it
       shall, or shall procure that the relevant Telemonde Company shall, notify
       the Security Agent in writing of that fact (giving details of (aa) the
       claim or claims and the steps taken or threatened, or (bb) the payment or
       payments in default, forthwith upon the relevant Telemonde Group Company
       becoming aware of the proceedings taken or threatened or the payment(s)
       being in default.

8.     Payment of Debt

8.1    Subject to paragraphs 8.2.2, 8.3, 10.1, 10.2.2 and 16, the Debt shall be
       paid to the Security Agent in cleared funds on the dates and in the
       amounts as may be agreed as the Agreed Payment Schedule pursuant to
       paragraph 8.4.

8.2.1  The sums paid to the Security Agent pursuant to paragraphs 8.1, 8.3 and
       16 shall be applied (a) pari passu pro rata to the First Capacity Debt
       and the Second Capacity Debt; and (b) subject to paragraph 8.2.2, first
       in reduction of the capital sums comprising the Debt and thereafter in
       satisfaction of any interest comprising the Debt.

8.2.2  After agreement of the Agreed Payment Schedule pursuant to paragraph 8.4,
       the sums paid to the Security Agent pursuant to paragraphs 8.3 and 16
       shall be applied first in reduction of the capital sums comprising the
       Debt in inverse order of maturity.

8.3    In the event of a Financing completed prior to agreement of the Agreed
       Payment Schedule pursuant to paragraph 8.4, Telemonde shall (and each
       Telemonde Company shall procure that
<PAGE>

                                      -8-

     Telemonde shall) pay to the Security Agent forthwith upon the receipt of
     such Financing an amount equal to 20% of the cash amount thereof remaining
     after prior payments therefrom made to CCL and/or Gemini in reduction of
     existing indebtedness thereto as at the Commencement Date

8.4  MCI WorldCom and Telemonde each agree to negotiate in good faith the Agreed
     Payment Schedule with a view to the execution of a binding agreement in
     respect thereof on or before the Date.

9.   Representations and warranties

9.1  Each Telemonde Company hereby represents and warrants to MCI WorldCom that:

     (a)  each Telemonde Group Company has the necessary corporate power and
          authority to perform and observe its obligations contained in this
          Letter and/or other agreement to which it is, or is contemplated to
          be, a party and has obtained all necessary approvals, authorisations,
          consents or clearances of all governmental, judicial regulatory bodies
          and authorities required in connection with the execution, delivery
          and performance of this Letter and of each agreement referred to
          herein to which it is, or is contemplated to be, a party and the
          carrying out of the transactions contemplated herein and therein;

     (b)  there is no Law, decree or similar enactment binding on it or any
          Telemonde Group Company and no provision in any corporate document,
          mortgage, indenture, trust deed, contract or agreement binding on it
          or any Telemonde Group Company or affecting its or their property
          which would prevent it or them from observing any of its or their
          obligations in this Letter or any of the Guarantees or TIBL Security
          or other agreements to which it is or they are, or are contemplated
          herein to be, a party;

     (c)  all factual or financial information provided by Telemonde or by
          Management Parties in the F10 Registration Document is true, complete
          and accurate in all material respects and all forecasts and opinions
          made or given therein were honestly made on reasonable grounds after
          careful enquiry by each of them;

     (d)  no Management Party nor any Telemonde Group Company nor any person
          connected to or associated with any Management Party or any Telemonde
          Group Company holds any security from any Telemonde Group Company:
<PAGE>

                                      -9-

          (e)  there are no undrawn facilities available to the Telemonde Group
               Companies or any of them.

9.2       each Management Party hereby represents and warrants to MCI WorldCom
          that the above representations and warranties are true.

10.       Events terminating standstill arrangements

10.1      Time of termination of standstill arrangements

          The Standstill arrangements in paragraphs 2, 3, 5, 6, 8, 11 and 16
          will cease to apply and the Standstill Period will end (i) forthwith
          upon any breach by any Telemonde Company of the terms of this Letter,
          the Guarantees and/or the TIBL Security; (ii) forthwith if an
          Insolvency Event occurs or is found to exist in respect of any
          Telemonde Group Company; (iii) save as disclosed in the Disclosure
          Schedule, forthwith upon any legal or other proceedings involving a
          claim of more than US$500,000 being commenced or threatened against
          any Telemonde Group Company or the value of claims or proceedings
          against any Telemonde Group Company exceeding in aggregate US$1
          million; (iv) save as disclosed in the Disclosure Schedule, forthwith
          upon any Telemonde Group Company failing to meet any liability to a
          creditor in excess of US$500,000 or failing to meet liabilities in
          aggregate in excess of US$1 million; (v) at any time after the
          Commencement Date if any situation arises or information comes to
          light which in the opinion of the Security Agent shows there to have
          been a material adverse change in the financial condition of any
          Telemonde Group Company from that apparent from the F10 Registration
          Document as at 15 November 1999; (vi) seven days after the Date if, by
          the Date, an Agreed Payment Schedule has not been agreed and executed
          by the Security Agent and Telemonde pursuant to paragraph 8.4; and
          (vii) in any event at 5:00pm British Summer Time on 31 May 2000 or (if
          earlier) on the Debt being repaid in full.

10.2      Survival of terms after standstill

10.2.1    With the exception of paragraphs 2, 3, 5, 6, 8, 11 and 16 of this
          Letter, all other provisions of this Letter shall survive the
          cessation of the Standstill Period.

10.2.2    For the avoidance of doubt, it is agreed that, upon the cessation of
          the Standstill Period, the agreement of MCI WorldCom to accept payment
          of the Debt in accordance with the provisions of

<PAGE>

                                     -10-

     this Letter shall not apply and the Debt (if it has not been fully repaid)
     shall be immediately due and payable to MCI WorldCom by TIBL pursuant to
     the terms of the Capacity Agreements and be recoverable from Telemonde
     and the Telemonde Guarantee Companies pursuant to the terms of the
     Guarantees and the TIBL Security.

11.  Assignment

     During the Standstill Period, MCI WorldCom may assign or transfer or sub-
     participate their rights or obligations hereunder or under any document
     referred to herein to any company within the same group as the Security
     Agent but not further or otherwise. No Telemonde Company or Management
     Party may assign or transfer any of its rights or obligations hereunder or
     under any document referred to herein.

12.  General

12.1 Governing law

     This Letter shall be governed by, construed and take effect in accordance
     with English law and the Telemonde Companies and the Management Parties
     submit to the exclusive jurisdiction of the English Courts. Each Telemonde
     Company and each Management Party hereby irrevocably appoints Bird & Bird
     of 90 Fetter Lane London EC4A 1JP as its agent for service of process
     relating to any proceedings before the English Courts in connection with
     this Letter. Any writ, judgment or other notice of legal process shall be
     sufficiently served on any Telemonde Company or Management Party if
     delivered to such agent at its address for the time being and each
     Telemonde Company and each Management Party agrees that failure by a
     process agent to notify it or him of the process will not invalidate the
     proceedings concerned.

12.2 Variation

     No variation of this Letter shall be effective unless such variation shall
     have been made in writing and signed by a duly authorised officer of the
     Security Agent and Telemonde. "Variation" shall include any variation,
     supplement, deletion, replacement or amendment however effected.

<PAGE>

                                     -11-


12.3      Waiver

          No waiver of a breach of the terms of, or any default under, this
          Letter shall be deemed a waiver of any subsequent breach or default or
          in any way affect the other terms of this Letter.

12.4      Costs

12.4.1    Subject to paragraphs 12.4.2 and 12.4.3, each of the parties shall
          bear its own costs in connection with the negotiation, preparation,
          execution and implementation of this Letter including the fees and
          disbursements of their respective legal, accountancy and other
          advisers.

12.4.2    Telemonde shall pay to the Security Agent on or before the Date the
          sum of US$50,000 by way of contribution to the costs referred to in
          paragraph 12.4.1.

12.4.3    The Telemonde Companies undertake to the Security Agent that they
          shall bear and punctually pay any and all stamp, registration,
          documentary and similar tax that may be payable or determined to be
          payable in any jurisdiction on or in connection with the execution or
          delivery of this Letter and/or the Guarantees and/or the TIBL
          Security, or any of them, or otherwise in connection with the validity
          or enforceability of this Letter and/or the Guarantees and/or the TIBL
          Security, or any of them, or any right or claim of the Security Agent
          and/or MCI WorldCom hereunder or thereunder and shall indemnify the
          Security Agent and/or MCI WorldCom against any and all liabilities in
          respect of the same.

12.5      Agreements joint and several

          All agreements, covenants, representations and warranties given by the
          Telemonde Companies are given by the Telemonde Companies jointly and
          severally.

12.6      Counterparts

          This Letter may be signed in any number of counterparts and by
          different parties on separate counterparts which when taken together
          shall be deemed to constitute one agreement.





































<PAGE>

                                     -12-

12.7      Confidentiality and Announcements

12.7.1    Except as required by law or any regulatory or governmental body or
          authority or as made to professional advisers, no announcement,
          statement or information concerning this Letter or the subject matter
          of it shall be made or released by or on behalf of any Telemonde
          Company. Management Party or MCI WorldCom save in terms agreed in
          advance in writing by the Security Agent (in respect of any such
          release by any Telemonde Company or Management Party) or by Telemonde
          (in respect of any such release by MCI WorldCom).

12.7.2    MCI WorldCom agrees to keep confidential any information supplied to
          it pursuant to paragraph 6 save where that information (i) is or
          becomes in the public domain (otherwise that through a breach of
          confidentiality by MCI WorldCom) or (ii) is disclosed as required by
          law or by any regulatory or governmental body or authority or (iii) is
          disclosed to professional advisers or (iv) where the disclosure is in
          terms agreed in advance in writing by Telemonde.

12.7.3    Any of MCI WorldCom, the Management Parties and any Telemonde Company
          may disclose the terms of this Letter for the purpose of enforcing its
          terms or the terms of any document referred to in or contemplated by
          it.

13.       Notices

13.1      Addresses for notice and deemed service

          Any demand, notice, consent or approval or other communication to be
          given under this Letter shall be in writing and shall either be
          delivered personally or sent by pre-paid airmail post or facsimile
          transmission to the relevant party's address or facsimile number
          referred to in the Fifth Schedule (or such other address or facsimile
          number as is notified in writing from time to time by such party to
          the other parties in accordance with the requirements of this
          paragraph). Any such notice shall be effective upon receipt and shall
          be deemed to have been received:

          (a)  if delivered personally, at the time of delivery;

          (b)  if posted, at the time of receipt; and
<PAGE>

                                     -13-

       (c) if communicated by facsimile transmission, upon receipt by the sender
           of a facsimile transmission report (or other appropriate evidence)
           that the facsimile has been transmitted to the address.

       PROVIDED that where, in the case of delivery by hand or facsimile
       transmission, delivery or transmission occurs after 6.00 pm on a Business
       Day or on a day which is not a Business Day, receipt shall be deemed to
       occur at 9.00 am on the next following Business Day.

14.    Payments

14.1   S$:

       All payments to be made to the Security Agent under this Letter shall be
       made in US Dollars in immediately available, cleared funds into such
       account in the United Kingdom as notified to Telemonde in accordance with
       paragraph 13, not later than 11.00 am in the United Kingdom on the due
       date.

14.2   Payment


       If any payment under this Letter falls due on a day which is not a
       Business Day the payment shall be made on the next succeeding Business
       Day unless that day falls in the next month in which event payment shall
       be made on the immediately preceding Business Day.

15.    No Set-Off:

15.1   Each payment to the Security Agent to be made under this Letter by a
       party hereto shall be made free and clear of and without any deduction,
       withholding or set-off whatsoever, including for or on account of Taxes,
       unless the payer is required by Law to make such a payment subject to a
       deduction or withholding. If the payer is required by Law to make a
       deduction or withholding from such a payment, the relevant sum payable by
       the payer shall be increased by an additional amount to the extent
       necessary to ensure that, after the making of such deduction or
       withholding, the Security Agent receives and retains (free from any
       liability in respect of any such deduction or withholding) a net sum
       equal to that which it would have received and so retained had no such
       deduction or withholding been made or required to be made.
<PAGE>

                                     -14-

16.  Agreement by MCI WorldCom

     MCI WorldCom hereby agrees and confirms that, on a disposal of shares in an
     EquiTel Company, the Security Agent shall, on payment to the Security Agent
     in or towards discharge of the Debt of an amount which is the greater of
     US$5 million and 20% of the gross cash proceeds of the disposal, release
     the disposed EquiTel Company (and any Subsidiaries of it) from the
     guarantees given by it (or them) of the Debt pursuant to paragraph 4.

17.  Interpretation

     References in this letter to "this Letter" shall include this Letter and
     its Schedules.

We should be grateful if you will confirm your acceptance of these proposals by
signing and returning the enclosed Form of Acceptance and Agreement, directing
it to MCI WorldCom Limited, 14 Gray's Inn Road, London WCIX 8HN (attention:
General Counsel).

Yours faithfully



/s/ Donelle St. John    12/31/99
for and on behalf of
MCI WorldCom Global Networks U.S., Inc.



/s/ Donelle St. John    12/31/99
for and on behalf of
MCI WorldCom Global Networks Limited

<PAGE>

                                     -14-

16.  Agreement by MCI WorldCom

     MCI WorldCom hereby agrees and confirms that, on a disposal of shares in an
     EquiTel Company, the Security Agent shall, on payment to the Security Agent
     in or towards discharge of the Debt of an amount which is the greater of
     US$5 million and 20% of the gross cash proceeds of the disposal, release
     the disposed EquiTel Company (and any Subsidiaries of it) from the
     guarantees given by it (or them) of the Debt pursuant to paragraph 4.

17.  Interpretation

     References in this letter to "this Letter" shall include this Letter and
     its Schedules.

We should be grateful if you will confirm your acceptance of these proposals by
signing and returning the enclosed Form of Acceptance and Agreement, directing
it to MCI WorldCom Limited, 14 Gray's Inn Road, London WCIX 8HN (attention:
General Counsel).

Yours faithfully



for and on behalf of
MCI WorldCom Global Networks U.S., Inc.



for and on behalf of
MCI WorldCom Global Networks Limited
<PAGE>

                                     -15-

                                FIRST SCHEDULE

"associated" has the meaning set out in section 435 of the Insolvency Act 1986.

"Agreed Payment Schedule" means a schedule for repayment of the Debt on
specified dates and in specified amounts constituting a binding rescheduling of
the Debt.

"Auditors" means Messrs Moore Stephens of Snow Hill, London EC1

"Business Day" means a day (excluding Saturdays and Sundays) on which banks are
open for business in London.

"Capacity Agreements" means together the First Capacity Agreement and the Second
Capacity Agreement.

"CCL" means Communications Collateral Limited.

"CCL Security" means the existing securities granted by Telemonde Group
Companies to CCL details of which are disclosed to the Security Agent in the
Disclosure Schedule.

"Commencement Date" has the meaning given in paragraph 4.1.

"Common Shares" means 9917356 common shares in the capital of Telemonde
representing a value of US$30 million calculated by reference to the closing
price thereof on 29 December 1999.

"connected" has the meaning set out in section 249 of the Insolvency Act 1986.

"Date" means 31 January 2000 or such later date as the Security Agent and
Telemonde may agree in writing

"Debt" means together the First Capacity Debt and the Second Capacity Debt.

"Disclosure Schedule" means the Sixth Schedule
<PAGE>

                                     -16-

"EquiTel Companies" means each of EquiTel Communications Limited, EquiTel Card
Services Limited, Telesource Limited, Teleroute Limited and
Desert-Telecommunications Services, LLC.

"EquiTel SPV" means a subsidiary of EquiTel Communications Limited established
as a special purpose finance vehicle for the expansion of the businesses
conducted by any of the EquiTel Companies.

"Financing" means any public or private raising of debt or security finance by
Telemonde.

"F10 Registration Document" means the Form 10 Form for Registration of
Securities dated 15 November 1999 filed by Telemonde pursuant to section 12(b)
or 12(g) of the Securities Exchange Act of 1934.

"First Capacity Agreement" means the Transmission Capacity Agreement dated 24
December 1999 between MCI WorldCom and TIBL.

"First Capacity Debt" means the sum of US$19.8 million plus interest
accruing thereon from 28 January 1999 until the date of payment and any other
sums including annual charges of US$1,050,000 and interest thereon accruing due
pursuant to the First Capacity Agreement owed by TIBL to MCI WorldCom pursuant
to the terms of the First Capacity Agreement.

"Gemini" means Gemini Submarine Cable System Limited.

"Guarantees" means the guarantees contemplated by paragraph 4 or provided to MCI
WorldCom in respect of the Debt prior to the Commencement Date.

"Insolvency Event" means:

(i)    the commencement of a voluntary winding up, within the meaning of section
       84 of the Insolvency Act 1986 (save where such winding up is for the
       purposes of a reconstruction or amalgamation while solvent on terms
       previously approved in writing by the Security Agent;

(ii)   the presentation of a petition for the appointment of an administrator or
       liquidator under the Insolvency Act 1986 or the appointment of an
       administrative receiver or a receiver, or the presentation of a proposal
       for a voluntary arrangement under Part I of that Act;

(iii)  the obtaining by a person of judgment against or the levying of distress
       or similar action over assets of any Telemonde Group Company:

<PAGE>

                                     -17-

(iv) the taking in any jurisdiction against or in respect of any Telemonde Group
     Company or its assets any steps or proceedings analogous to any of the
     above;

"Law" means the laws, regulations or registration requirements of any relevant
jurisdiction.

"Long Stop Date" means 6.00 pm Greenwich Mean Time on 31 December 1999.

"Management Parties" means Mr Maxwell and Mr Bishop.

"MCI Network" means MCI WorldCom Global Networks Limited (formerly MFS CableCo
(Bermuda) Limited) whose registered office is at Clarenden House, 2 Church
Street, Hamilton, Bermuda.

"MCI Global" means MCI WorldCom Global Networks U.S., INC, whose registered
office is at 9 East Lookerman Street, Dover, Kent, Delaware 19901 USA.

"MCI WorldCom" means MCI Global and MCI Network.

"Mr Bishop" means Adam Bishop of 40 Portman Square London W1H 9FH.

"Mr Maxwell means Kevin Maxwell of 40 Portman Square London W1H 9FH.

"New Telemonde Company" means any company which, after the Commencement Date,
becomes a subsidiary of Telemonde.

"Permitted Borrowings" means the categories of borrowings set out in the Third
Schedule.

"Permitted Disposals" means the categories of disposals set out in the Fourth
Schedule.

"Permitted Encumbrances" means (a) the CCL Security; (b) the TIBL Security; (c)
any encumbrances arising by operation of law or under valid reservation of title
arrangements in favour of trade suppliers in each case entered into by a
Telemonde Group Company in the normal course of its trade; (d) any encumbrance
granted by Telemonde other than to any Telemonde Group Company or any party
connected to any Telemonde Group Company; and (c) any encumbrance granted by an
EquiTel Company for the purpose of securing Permitted Borrowings by that Company
<PAGE>

                                     -18-

"Second Capacity Agreement" the Transmission Capacity Agreement dated 31
March 1999 between MCI WorldCom, and TIBL.

"Second Capacity Debt" means the sum of US$6.5 million plus interest accruing
thereon from 12 April 1999 until the date of payment and any other sums
including annual charges of US$176,438.32 and interest thereon accruing due
pursuant to the Second Capacity Agreement owed by TIBL to MCI WorldCom pursuant
to the terms of the Second Capacity Agreement.

"Security Agent" means MCI Global.

"Standstill Date" means close of business on the Commencement Date.

"Standstill Period" means the period from the Standstill Date to the date on
which the Standstill ceases to apply in accordance with paragraph 10.

"Subsidiaries" has the meaning set forth in section 736 of the Companies Act
1985 save that it shall include any subsidiary undertaking as defined in section
258 of the Companies Act 1985.

"Telemonde Companies" means each of Telemonde, TIBL and TNL (and "Telemonde
Company" shall mean any one of them).

"Telemonde Group Companies" means Telemonde and the Telemonde Guarantee
Companies.

"Telemonde Guarantee Companies" means the companies listed in the Second
Schedule.

"Telemonde" means Telemonde, Inc.

"TIBL" means Telemonde International Bandwidth Limited (formerly EquiTel
Bandwidth Limited).

"TIBL Security" means the debenture contemplated by paragraphs 4 6.

"TNL" means Telemonde Networks Limited.
<PAGE>

                                     -19-

In this Letter, unless the context otherwise requires:

     (a)  references to this Letter or any other document include references to
          this Letter, its recitals and its schedules or such other document as
          varied, supplemented and/or replaced in any manner from time to time;

     (b)  references to any party shall, where relevant, be deemed to be
          references to or to include, as appropriate, their respective lawful
          successors, assigns or transferees:

     (c)  references to recitals, paragraphs, schedules and sub-divisions of
          them are references to the recitals and paragraphs of, and schedules
          to, this Letter and sub-divisions of them respectively;

     (d)  references to any enactment shall be deemed to include references to
          such enactment as re-enacted, amended or extended and any subordinate
          legislation made from time to time under it;

     (e)  references to a "person" include any individual, company, corporation,
          firm, partnership, joint venture, association, organisation,
          institution, trust or agency, whether or not having a separate legal
          personality;

     (f)  references to the one gender include all genders and references to the
          singular shall include the plural and vice versa;

     (g)  recitals and headings are inserted for convenience only and shall be
          ignored in construing this Letter; and

     (h)  the words "company", "subsidiary", "subsidiary undertaking" and
          "holding company" have the meanings given to them by the Companies Act
          1985.

Where under the terms of this Letter any party accept an obligation to use "best
endeavours" in and towards fulfilment of any objective or occurrence, the full
extent of the party's obligation shall be to take all such steps which a
prudent, determined and reasonable person, acting in his own interests and
intent on the fulfilment of such obligation, would take.

<PAGE>

                       TELEMONDE INTERNATIONAL BANDWIDTH
                                    LIMITED

                              Registered Office:
  Lake Building, 1/st/ Floor, Wickhams Cay, PO Box 3152, Road Town, Tortola,
                            British Virgin Islands
                               PLEASE REPLY TO:
      PO Box HM2001, Argonaut House, 5 Park Road, Hamilton HM HX, Bermuda
     Tel: + 1 441 292 7979                                 Fax: + 1 441 292 4069



To:

MCI WorldCom Global Networks Limited
Clarendon House
2 Church Street
Hamilton
Bermuda.

MCI WorldCom Global Networks U.S., INC.
9 East Lookerman Street
Dover, Kent, Delaware 19901
USA.

Dear Sirs

RE: Telemonde Group

We refer to the Standstill letter dated 31 December 1999. We hereby confirm our
acceptance of and agreement to its terms.

                 /s/ S Williams                    /s/ S Jones
                -----------------------           ------------------------
                S Williams, Director              S Jones, Director
                             for and on behalf of
                   TELEMONDE INTERNATIONAL BANDWIDTH LIMITED

Dated: 5 January 2000
<PAGE>

                       Form of Acceptance and Agreement



Dear Sirs

Telemonde Group

I refer to the Standstill letter dated 31 December 1999. I hereby confirm my
acceptance of and agreement to its terms.


/s/ Kevin Maxwell
-----------------------
Kevin Maxwell
<PAGE>

                       Form of Acceptance and Agreement



Dear Sirs

Telemonde Group

We refer to the Standstill letter dated 31 December 1999. We hereby confirm our
acceptance of and agreement to its terms.


/s/ Adam Bishop

For and on behalf of
Telemonde, Inc.

Dated: 31-12-1999

<PAGE>

                       Form of Acceptance and Agreement



Dear Sirs

Telemonde Group

We refer to the Standstill letter dated 31 December 1999. We hereby confirm our
acceptance of and agreement to its terms.


/s/ Adam Bishop

For and on behalf of
Telemonde Networks Limited

Dated: 31-12-1999

<PAGE>

                       Form of Acceptance and Agreement



Dear Sirs

Telemonde Group

I refer to the Standstill letter dated 31 December 1999. I hereby confirm my
acceptance of and agreement to its terms.


/s/ Adam Bishop
-----------------------
Adam Bishop