CONTRACTOR AGREEMENT

This  agreement  (Agreement)  is made between GTE Data Services  GmbH, a limited
liability  company organized and existing under the laws of the Federal Republic
of  Germany,  with a place of business at One East  Telecom  Parkway,  FLTDSA1H,
Temple Terrace,  FL 33687,  (CUSTOMER),  and Cyber Digital Inc.,  located at 400
Oser Avenue, Suite 1650, Hauppauge, NY 11788 (CONTRACTOR).

In  consideration  of the mutual terms and  conditions  of this  Agreement,  the
parties agree as follows:

1.       GENERAL

         CUSTOMER  retains  CONTRACTOR  to perform  the  services  described  in
         Schedule A (Services) concerning SS7 DSC consulting services in support
         of  CUSTOMER's   contract  with  o.tel.o   communications  GmbH  &  Co.
         ("o.tel.o").  This Agreement  shall be contingent  upon execution of an
         agreement for SS7 DSC consulting services between CUSTOMER and o.tel.o.
         Services  shall be performed in Germany in  accordance  with Schedule A
         and  the  compensation  arrangement  set  out in  Paragraph  2 of  this
         Agreement, below.

2.       FEES, EXPENSES, AND BILLING

         (a)      CUSTOMER  agrees to pay  CONTRACTOR  the following fees (Fees)
                  for Services to be  accomplished  under this  Agreement.  Fees
                  will be paid monthly using the following rate schedules:

                  Amount                    Job Title

                  $800/per work day         SS7/AIN Technician
                  $720/per work day         SS7/AIN Data Base Administrator

                  A work day shall  consist of 8 or more hours of billable  work
                  time.  No additional  compensation  is due for hours worked in
                  excess of 8 hours per day. For work  consisting of less than 8
                  hours per day, CUSTOMER shall pay CONTRACTOR $100 per hour for
                  the   Technician   and  $90  per  hour   for  the  Data   Base
                  Administrator.

                  Note:  One week in  Dallas  for GTE  training  will be free of
                  charge from  CONTRACTOR  and the last week in Germany  will be
                  free of charge.

         (b)      In addition to the Fees set forth in 2.(a),  CUSTOMER will pay
                  CONTRACTOR a per diem rate of $175 per employee while based in
                  Germany.  The  per-diem  will  be  in  lieu  of  all  expenses
                  including, but not limited to, airline travel, lodging, meals,
                  telephone toll charges, ground


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                  transportation, and miscellaneous expenses incurred away from
                  CONTRACTOR's offices.

         (c)      CONTRACTOR  shall submit invoices to CUSTOMER for Fees and for
                  per-diem,  together with the documentation required under this
                  Agreement,  following completion of CONTRACTOR'S services on a
                  monthly  basis.   Each  invoice  must  contain  the  following
                  information, at a minimum:

                           CONTRACTOR'S   Firm   Name  and   Remit  to   Address
                           Description of  Performance  for Which Payment is Due
                           Number  of  hours  worked  including  non-compensable
                           hours 
                           GTE Purchase Order Number_________
                           GTE Agreement Number______________

                  If  CUSTOMER  determines  that  an  invoice  and  the  related
                  documentation  are complete and correct,  CUSTOMER will pay to
                  CONTRACTOR  the amount of the invoice  within thirty (30) days
                  after   CUSTOMER's   receipt  of  the  invoice.   If  CUSTOMER
                  determines  that the invoice and/or the related  documentation
                  is   incomplete   and/or   incorrect,   CUSTOMER  will  notify
                  CONTRACTOR  within ten (10)  business  days  after  CUSTOMER's
                  receipt of the invoice to resolve any disputes  regarding  the
                  invoice and/or the related documentation.

         (d)      CONTRACTOR  shall maintain  complete and accurate records in a
                  form  in  accordance   with  generally   accepted   accounting
                  practices,  to substantiate  CONTRACTOR charges.  Such records
                  shall  include,  but not be limited to, time cards,  job cards
                  and job summaries. CONTRACTOR shall retain, and make available
                  upon  request,  such  records  for a period of three (3) years
                  from the date of payment(s) for Consulting Services covered by
                  this Agreement.  CUSTOMER and its authorized agents shall have
                  access to such records during normal business hours during the
                  term of this  Agreement and during the  respective  periods in
                  which CONTRACTOR is required to maintain such records pursuant
                  to this subsection.

3.       TERM

         This Agreement shall become  effective when signed by both parties and,
         except as otherwise provided in this Agreement,  shall continue in full
         force and effect  thereafter for 18 months unless sooner  terminated as
         provided herein.

4.       PERFORMANCE STANDARD

         CONTRACTOR  shall  perform  Services to the  satisfaction  of CUSTOMER.
         CONTRACTOR shall provide written notification of completion of Services
         to  the  CUSTOMER.   CONTRACTOR   shall  correct  at  its  expense  all
         deficiencies  caused by  CONTRACTOR  and  complete  the  correction  as
         quickly as possible.


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5.       WARRANTY

         CONTRACTOR represents, warrants, and covenants to CUSTOMER that:

         (a)      In performing  Services,  CONTRACTOR will strictly comply with
                  the  descriptions  and  representations  as  to  the  Services
                  (including performance capabilities,  accuracy,  completeness,
                  characteristics,  specifications,  configurations,  standards,
                  functions,  and  requirements)  which appear herein and to any
                  subsequently issued attachments hereto and (if applicable) its
                  employees  will  perform  Services  on time and  further  that
                  Services  will be in  strict  accordance  with all  applicable
                  laws,  codes,  ordinances,  orders,  rules and  regulations of
                  local, state, federal and foreign governments and agencies and
                  instrumentalities,  including,  but not limited to, applicable
                  wage  and  hour,  safety  and  environmental   laws,  and  all
                  standards   and   regulations   of   appropriate    regulatory
                  commissions and similar agencies.

         (b)      All Services furnished by CONTRACTOR shall be performed (i) in
                  a diligent, efficient and skillful manner, (ii) to the best of
                  CONTRACTOR's ability and (iii) at generally accepted levels of
                  performance available in the telecommunications  industry. Any
                  substantial   interruption  or  degradation  of  service,   as
                  determined by CUSTOMER, will be considered below the generally
                  accepted levels of performance in the industry. Any dispute or
                  controversy   relating  to  whether  any  Services   meet  the
                  generally accepted levels of performance in the industry shall
                  be decided  by  CUSTOMER  in its  reasonable  discretion.  The
                  CONTRACTOR  recognizes that its performance is for the benefit
                  of o.tel.o and that if o.tel.o determines that the performance
                  is not  acceptable,  the CONTRACTOR will not be paid for those
                  services.

         (c)      If Services  rendered by an employee of the  CONTRACTOR are in
                  breach of the warranty or otherwise unsatisfactory in the sole
                  judgment of the CUSTOMER,  CUSTOMER  shall notify  CONTRACTOR.
                  Upon receipt of notice from CUSTOMER that Services rendered by
                  an employee of CONTRACTOR are unsatisfactory, CONTRACTOR shall
                  immediately remove said employee and, within ten (10) calendar
                  days  replace  said  employee  with  another  employee  who is
                  qualified to provide the Services.

         (d)      All goods provided and Services performed under this Agreement
                  do not and will not give rise to or result in any infringement
                  or misappropriation of any patent, copyright, trade secret, or
                  any violation of any other intellectual  property right of any
                  third party.


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6.       PERFORMANCE SCHEDULE

         CONTRACTOR shall be free at all times to arrange the time and manner of
         performance of Services and will not be expected to maintain a schedule
         of  duties  or  assignments  except  as  needed  to meet  deadlines  or
         schedules  established by CUSTOMER.  CONTRACTOR will work as CONTRACTOR
         may so independently decide. CUSTOMER shall specify milestones, meeting
         and conference schedules, and due dates for deliverables.

7.       DIRECTION AND CONTROL

         CUSTOMER  shall not direct,  control or supervise  CONTRACTOR as to the
         details or means by which Services are accomplished.

8.       NON-COMPETE

         CONTRACTOR  shall not  directly or  indirectly  engage in a business or
         other  activity  in  competition  with  CUSTOMER  in the  provision  of
         consulting services to o.tel.o or its affiliates and subsidiaries. This
         non-compete  covenant  shall remain in full force and effect during the
         term of this  Agreement and for a period of one (1) year  following the
         date of its termination.  In the event of any breach, CUSTOMER shall be
         entitled to full  injunctive  relief  without need to post bond,  which
         rights  shall be  cumulative  with and not  necessarily  successive  or
         exclusive of any other legal rights.

9.       OWNERSHIP OF WORK PRODUCT

         (a)      CONTRACTOR shall make prompt written disclosure to CUSTOMER of
                  all inventions,  improvements,  discoveries, computer software
                  (including  firmware),   and  other  forms  of  technology  or
                  intellectual   property  made  or  conceived  or  actually  or
                  constructively  reduced  to  practice  during the term of this
                  Agreement,  whether  solely or jointly with others,  and which
                  are  associated  with,  refer to, are  suggested by, or result
                  from any  Services  which  CONTRACTOR  may do pursuant to this
                  Agreement, or from any information obtained by CONTRACTOR from
                  CUSTOMER or in  discussions  and  meetings  with  employees of
                  CUSTOMER  or  any of its  affiliated  companies.  Furthermore,
                  CONTRACTOR  hereby  assigns  and  agrees to assign  its entire
                  right,   title  and  interest  in  and  to  said   inventions,
                  improvements,  discoveries,  computer software and other forms
                  of technology  and  intellectual  property to CUSTOMER and, at
                  the expense of  CUSTOMER,  agrees to assist  CUSTOMER in every
                  proper  way  to   protect   said   inventions,   improvements,
                  discoveries,  computer  software and other forms of technology
                  and  intellectual  property,  including,  but not  limited to,
                  signing   patent   and   copyright   applications,   oaths  or
                  declarations, and assignments in favor of CUSTOMER relating to
                  the  said  inventions,  improvements,   discoveries,  computer
                  software, and other forms of


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                  technology  and  intellectual   property,   as  well  as  such
                  ancillary  and  confirmatory  documents  as may be required or
                  appropriate   to  insure   that  such  title  is  clearly  and
                  exclusively  vested in CUSTOMER,  within the United States and
                  in any and all foreign countries. CONTRACTOR further agrees to
                  assist and cooperate with all efforts to enforce the rights of
                  CUSTOMER in such  property  against  any third  parties at the
                  expense of CUSTOMER.

         (b)      All notes, designs, models, prototypes, drawings, data storage
                  media, listings, deliverables,  technical data, and other work
                  product  developed in connection with or pursuant to the terms
                  and conditions of this Agreement,  including any reports to be
                  prepared by  CONTRACTOR  for  CUSTOMER  under this  Agreement,
                  shall  become and remain the  exclusive  property of CUSTOMER,
                  and CUSTOMER shall have the rights to use such for any purpose
                  without any additional compensation to CONTRACTOR.

         (c)      CONTRACTOR  grants to  CUSTOMER  its entire  right,  title and
                  interest in and to (including the right to reproduce,  modify,
                  display,  produce  derivative  works of,  translate,  publish,
                  sell, use,  dispose of, and to authorize  others so to do, and
                  the right to  copyright  and to  register  such  copyright  in
                  CUSTOMER's or its nominee's name) all copyrightable  materials
                  conceived   or  first   produced   under  this   Agreement  by
                  CONTRACTOR;  and  CONTRACTOR  agrees  that such  copyrightable
                  materials  are works made for hire  exclusively  for  CUSTOMER
                  under  the  copyright  laws  of the  United  States.  Further,
                  CONTRACTOR  grants to CUSTOMER a  royalty-free,  nonexclusive,
                  transferrable,  sublicensable,  and irrevocable license to any
                  and all  copyrighted or  copyrightable  works not conceived or
                  first  produced  by  CONTRACTOR  in the  performance  of  this
                  Agreement,   but  which  are  incorporated  in  any  materials
                  furnished  under this  Agreement  to CUSTOMER  by  CONTRACTOR,
                  provided  that such  license  shall only be to the extent that
                  CONTRACTOR has, or prior to completion of final  settlement of
                  this Agreement,  may acquire,  the right to grant such license
                  without  becoming liable to pay  compensation to others solely
                  because of such grant.

         (d)      In the event any work  conceived or first  produced under this
                  Agreement  shall  not be  deemed  to be a work  made  for hire
                  exclusively  for  CUSTOMER  under  the  copyright  laws of the
                  United States,  CONTRACTOR hereby assigns and agrees to assign
                  to CUSTOMER  its entire  right,  title and  interest in and to
                  such work,  including all copyrights  therein,  and CONTRACTOR
                  further  agrees at  CUSTOMER's  expense  to  execute  whatever
                  assignments  of  copyright  and  ancillary  and   confirmatory
                  documents in said work may be required or  appropriate so that
                  title  to the  work  and to the  copyrights  therein  will  be
                  clearly and exclusively held by CUSTOMER.


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         (e)      CONTRACTOR  warrants and  represents  that it has or will have
                  the  right,  through  written  agreements  with all  employees
                  performing   Services   under  or  in  connection   with  this
                  Agreement,  to secure for  CUSTOMER  the rights  called for in
                  this  Section.  Further,  in the  event  CONTRACTOR  uses  any
                  subcontractor,  consultant or other third party to perform any
                  of the Services  contracted for by this Agreement,  CONTRACTOR
                  agrees to enter into such written  agreements  with such third
                  party,  and to take such other steps as are or may be required
                  to secure for CUSTOMER the rights called for in this Section.

10.      CONFIDENTIAL INFORMATION

         (a)      In  the  course  of  performing   Services  pursuant  to  this
                  Agreement,  CONTRACTOR  may come into contact with, or acquire
                  knowledge about,  CUSTOMER's technical or business information
                  including  information or data  pertaining to  specifications,
                  drawings,   sketches,   models,  samples,  computer  programs,
                  information  about  CUSTOMER's  network  or  facilities,   and
                  CUSTOMER's  customers,  which information may be in written or
                  oral  form  (Information).  Such  Information  is,  and  shall
                  remain,  the exclusive  property of the  CUSTOMER.  CONTRACTOR
                  shall treat and maintain all such Information as confidential,
                  whether or not it has been physically  marked as Confidential.
                  The  Information may be used by CONTRACTOR only if required to
                  perform   Services  under  this  Agreement  and  may  only  be
                  distributed  to those  employees of CONTRACTOR who have a need
                  to  know  in  order  to  perform  Services  pursuant  to  this
                  Agreement;  the  Information  may not be released to any other
                  person,  entity,  or the public without the written consent of
                  CUSTOMER.

         (b)      The foregoing  obligations  shall not apply to any Information
                  lawfully in CONTRACTOR's  possession  prior to its acquisition
                  from the  CUSTOMER;  received in good faith from a third party
                  not subject to any  confidential  obligation  to the CUSTOMER;
                  now is or later  becomes  publicly  known through no breach of
                  confidential obligation by CONTRACTOR.

         (c)      If CONTRACTOR  receives a request to disclose any  information
                  (whether pursuant to a valid and effective subpoena,  an order
                  issued by a court or other governmental authority of competent
                  jurisdiction  or  otherwise)  on advice of legal  counsel that
                  disclosure is required under applicable law, CONTRACTOR agrees
                  that, prior to disclosing any information, it shall (i) notify
                  CUSTOMER of the existence and terms of such request or advice,
                  (ii) cooperate with CUSTOMER in taking legally available steps
                  to resist or narrow any such request or to otherwise eliminate
                  the  need  for  such  disclosure,  if  requested  to  do so by
                  CUSTOMER,  and (iii) at CUSTOMER's  expense,  if disclosure is
                  required, use its best efforts to obtain a protective order or
                  other reliable assurance that confidential


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                  treatment will be afforded to such portion of the  Information
                  as is required to be disclosed;

         (d)      If  CONTRACTOR  is given  access,  whether  on-site or through
                  remote facilities, to any CUSTOMER computer or electronic data
                  storage  system  in order for  CONTRACTOR  to  accomplish  the
                  Services called for in this Agreement,  CONTRACTOR shall limit
                  such access and use solely to perform work within the scope of
                  this  Agreement  and shall not access or attempt to access any
                  computer system, electronic file, software or other electronic
                  services other than those specifically  required to accomplish
                  the work required under this Agreement. CONTRACTOR shall limit
                  such  access  to  those of its  employees  whom  CUSTOMER  has
                  authorized in writing to have such access in  connection  with
                  this  Agreement,  and shall  strictly  follow  all  CUSTOMER's
                  security rules and procedures for use of CUSTOMER's electronic
                  resources.  All  user  identification  numbers  and  passwords
                  disclosed  to  CONTRACTOR  and  any  information  obtained  by
                  CONTRACTOR  as a result of  CONTRACTOR's  access to and use of
                  CUSTOMER's  computer and electronic data storage systems shall
                  be deemed to be, and shall be treated as, CUSTOMER Information
                  under  applicable  provisions  of this  Agreement.  CONTRACTOR
                  agrees to cooperate with CUSTOMER in the  investigation of any
                  apparent  unauthorized  access  by  CONTRACTOR  to  CUSTOMER's
                  computer or electronic  data storage  systems or  unauthorized
                  release of Information by CONTRACTOR.

         (e)      The  obligation  of  confidentiality  and use with  respect to
                  Information shall survive termination of this Agreement.

11.      DISPUTE RESOLUTION

         (a)      The parties desire to resolve certain disputes,  controversies
                  and claims arising out of this Agreement  without  litigation.
                  Accordingly,  except in the case of (i) a dispute, controversy
                  or  claim  relating  to a  breach  or  alleged  breach  of the
                  provisions  of Section 10,  CONFIDENTIAL  INFORMATION,  (ii) a
                  suit, action or proceeding to compel CONTRACTOR to comply with
                  its obligations to indemnify CUSTOMER pursuant to this General
                  Agreement  or (iii) a suit,  action  or  proceeding  to compel
                  either party to comply with the dispute resolution  procedures
                  set forth in this  Section  11, the  parties  agree to use the
                  following  alternative  procedure  as their sole  remedy  with
                  respect to any dispute, controversy or claim arising out of or
                  relating to this Agreement or its breach. The term "Arbitrable
                  Dispute"  means  any  dispute,  controversy  or  claim  to  be
                  resolved in accordance with the dispute  resolution  procedure
                  specified in this Section 11.

         (b)      At the written request of a party,  each party shall appoint a
                  knowledgeable,   responsible   representative   to  meet   and
                  negotiate in good


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                  faith to resolve any  Arbitrable  Dispute  arising  under this
                  Agreement.  The  parties  intend  that these  negotiations  be
                  conducted  by   nonlawyer,   business   representatives.   The
                  discussions   shall   be  left  to  the   discretion   of  the
                  representatives.   Upon  agreement  the   representatives  may
                  utilize other alternative  dispute resolution  procedures such
                  as mediation to assist in the  negotiations.  Discussions  and
                  correspondence among the representatives for purposes of these
                  negotiations  shall be  treated  as  confidential  information
                  developed  for  purposes  of  settlement  shall be exempt from
                  discovery and production, and which shall not be admissible in
                  the arbitration  described below or in any lawsuit without the
                  concurrence  of  all  parties.   Documents  identified  in  or
                  provided with such communications,  which are not prepared for
                  purposes of the negotiations,  are not so exempted and may, if
                  otherwise   admissible,   be   admitted  in  evidence  in  the
                  arbitration or lawsuit.

         (c)      If the  negotiations  do not  resolve the  Arbitrable  Dispute
                  within  sixty (60) days of the initial  written  request,  the
                  Arbitrable  Dispute shall be submitted to binding  arbitration
                  by a single arbitrator pursuant to the Commercial  Arbitration
                  Rules of the  American  Arbitration  Association.  A party may
                  demand such  arbitration in accordance with the procedures set
                  out in  those  rules.  Discovery  shall be  controlled  by the
                  arbitrator  and shall be  permitted  to the  extent set out in
                  this Section. Each party may submit in writing to a party, and
                  that party shall so respond,  to a maximum of any  combination
                  of  thirty-five  (35) (none of which may have subparts) of the
                  following:  interrogatories,  demands to produce documents and
                  requests for  admission.  Each party is also  entitled to take
                  the oral  deposition of one (1)  individual of another  party.
                  Additional discovery may be permitted upon mutual agreement of
                  the parties. The arbitration hearing shall be commenced within
                  sixty  (60)  days  of  the  demand  for  arbitration  and  the
                  arbitration  shall  be  held in  Tampa,  ------  Florida.  The
                  arbitrator  shall control the  scheduling so as to process the
                  matter -------  expeditiously.  The parties may submit written
                  briefs. The arbitrator shall rule on the Arbitrable Dispute by
                  issuing a written  opinion  within  thirty (30) days after the
                  close of hearings.  The times specified in this Section may be
                  extended  upon  mutual  agreement  of  the  parties  or by the
                  arbitrator  upon a showing of good  cause.  Judgment  upon the
                  award  rendered by the  arbitrator may be entered in any court
                  having jurisdiction.

         (d)      Each  party  shall  bear its own cost of these  procedures.  A
                  party seeking  discovery shall reimburse the responding  party
                  the cost of production  of documents  (to include  search time
                  and reproduction time costs).  The parties shall equally share
                  the fees of the arbitration and the arbitrator.


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12.      RELATIONSHIP OF PARTIES

         In providing  any Services  pursuant to this  Agreement,  CONTRACTOR is
         acting solely as an  independent  contractor and not as an agent of any
         other party.  Persons  furnished  by the  respective  parties  shall be
         solely the employees or agents of such parties, respectively, and shall
         be under the sole and exclusive  direction and control of such parties.
         They  shall not be  considered  employees  of the  other  party for any
         purpose.  Each party shall be responsible for compliance with all laws,
         rules and regulations  involving their respective  employees or agents,
         including  (but not limited to)  employment  of labor,  hours of labor,
         health and safety,  working conditions and payment of wages. Each party
         shall  also  be  responsible,   respectively,  for  payment  of  taxes,
         including federal,  state, and municipal taxes,  chargeable or assessed
         with  respect  to its  employees  or agents,  such as social  security,
         unemployment,  worker's compensation,  disability insurance and federal
         and state income tax  withholding.  Neither  party  undertakes  by this
         Agreement  or  otherwise  to  perform or  discharge  any  liability  or
         obligation of the other party whether regulatory or contractual,  or to
         assume any responsibility whatsoever for the conduct of the business or
         operations of the other party.  Nothing  contained in this Agreement is
         intended to give rise to a  partnership  or joint  venture  between the
         parties  or  to  impose   upon  the   parties  any  of  the  duties  or
         responsibilities of partners or joint venturers.

13.      FORCE MAJEURE

         If performance of this Agreement is prevented, restricted or interfered
         with by reason of acts of God, wars, revolution,  civil commotion, acts
         of public enemy, embargo, acts of government in its sovereign capacity,
         labor difficulties,  including, without limitation, strikes, slowdowns,
         picketing or boycotts, or any other circumstances beyond the reasonable
         control  and  not  involving  any  fault  or  negligence  of the  party
         affected,  the party  affected,  upon giving prompt notice to the other
         party shall be excused  from such  performance  on a  day-to-day  basis
         during the continuance of such prevention, restriction, or interference
         (and the other party shall likewise be excused from  performance of its
         obligations  on a day-to-day  basis during the same period),  provided,
         however,  that the  party so  affected  shall  use its best  reasonable
         efforts  to avoid or  remove  such  causes of  nonperformance  and both
         parties  shall  proceed   immediately   with  the  performance  of  its
         obligations  under this  Agreement  whenever such causes are removed or
         cease.

14.      TAXES

         CONTRACTOR shall be responsible for the withholding and/or payment,  as
         required by law,  of all  foreign,  federal,  state,  and local  taxes,
         including any VAT or  value-added  taxes,  imposed an CONTRACTOR or its
         employees  because of the performance of Services  hereunder.  Further,
         CONTRACTOR  shall comply with all foreign,  federal and state  benefits
         laws applicable to CONTRACTOR or


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         its employees,  if any,  including making  deductions and contributions
         for social security and unemployment  tax. CUSTOMER reserves the right,
         on  reasonable  notice,  to  inspect or audit  CONTRACTOR's  records to
         ensure  compliance  with this Section.  CONTRACTOR  agrees to indemnify
         CUSTOMER  for any and all sums that are due and  owing for  withholding
         FICA and  unemployment  or other  state,  federal  and  foreign  taxes.
         CONTRACTOR  further  agrees to make  payments to  foreign,  federal and
         appropriate  state  authorities for withholding,  FICA and unemployment
         taxes.

15.      ASSIGNMENT

         CUSTOMER hereby specifically contracts for services of CONTRACTOR,  and
         CONTRACTOR may not assign,  subcontract or delegate the  performance of
         Services or other duties under this Agreement without the prior written
         consent of CUSTOMER,  which consent may be withheld in CUSTOMER's  sole
         and  absolute  discretion.  CONTRACTOR's  hiring  of new  full-time  or
         temporary  employees  shall  not be  deemed an  assignment  under  this
         Section 15.

16.      COMPLIANCE WITH LAWS

         (a)      CONTRACTOR  shall comply with the provisions of all applicable
                  foreign,   federal,   state,   and  local  laws,   ordinances,
                  regulations  and  codes  (including  procurement  of  required
                  permits or  certificates)  in CONTRACTOR's  performance  under
                  this Agreement including,  but not limited to, German law, the
                  Fair Labor Standards Act, the Americans with  Disabilities Act
                  (Public  Law  101-336,  42 U.S.C.  12101 et seq.),  safety and
                  environmental laws, rules and -------  regulations,  any laws,
                  rules and regulations  regarding wages, hours, fringe benefits
                  and  taxes,  and  federal  and state  Occupational  Safety and
                  Health Act Laws.

         (b)      CONTRACTOR  shall  be  solely   responsible  to  provide  such
                  reasonable  accommodations,  to  include  auxiliary  aids  and
                  services,   as  may  be  required  under  the  Americans  with
                  Disabilities Act so as to enable any disabled person furnished
                  by  CONTRACTOR  to  perform  the  essential  functions  of the
                  person's  job as pertains to the  Services.  CONTRACTOR  shall
                  defend,  indemnify and hold harmless  CUSTOMER from any claim,
                  demand, lawsuit, action or liability arising out of failure to
                  comply with the  provisions of the referenced Act with respect
                  to  providing   reasonable   accommodations   for  the  person
                  furnished by CONTRACTOR.

17.      WORK RULES

         CONTRACTOR,  when performing Services under this Agreement,  shall obey
         all rules and regulations  established by CUSTOMER or o.tel.o regarding
         the conduct of their own employees,  including no smoking  policies and
         security rules and regulations.


                                                                    CONFIDENTIAL

<PAGE>

18.      CONFLICTS OF INTEREST

         CONTRACTOR  agrees to refrain from accepting or conducting  assignments
         from any  person,  firm or company  during  the term of this  Agreement
         which  would  conflict  with or impair an unbiased  performance  of the
         Services or other duties under this Agreement.  During the term of this
         Agreement,  CONTRACTOR  agrees  promptly to  disclose  to CUSTOMER  any
         business  relationship  or  other  matter  that  may  raise a  question
         concerning a conflict of interest.

19.      LIMITATION OF LIABILITY

A. IN NO EVENT SHALL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER WHATSOEVER FOR
ANY INDIRECT,  SPECIAL,  INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT
LIMITED TO LOSS OF  ANTICIPATED  PROFITS OR  REVENUE OR OTHER  ECONOMIC  LOSS IN
CONNECTION WITH OR ENSUING FROM THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

B. In no event  shall  CONTRACTOR  be entitled  to any direct  monetary  damages
against  CUSTOMER in excess of the amount paid by CUSTOMER to CONTRACTOR,  under
this  Agreement,  except that this  limitation  shall not apply to any remedy or
damages with respect to claims for personal injury or property damage.

C. No action,  regardless of form, arising out of the transactions  contemplated
by this  Agreement  may be brought by either party more than two (2) years after
the cause of action has accrued,  except that an action for  non-payment  may be
brought within two (2) years after the date of last payment.

20.      INDEMNIFICATION

         (a)      CONTRACTOR shall defend,  indemnify and hold harmless CUSTOMER
                  and its  affiliates,  officers,  agents and employees from all
                  claims,  suits,  actions,   demands,   damages,   liabilities,
                  expenses   (including  fees  and  disbursements  of  counsel),
                  judgments,  settlements and penalties of every kind related to
                  CONTRACTOR's (either directly or through its officers, agents,
                  sub-  contractors  or  representatives)   performance  of  the
                  Services under this Agreement or violation of any term of this
                  Agreement  or the  matters  referred to in this  Section.  The
                  foregoing  indemnity,  to the extent  permitted by law,  shall
                  apply  in  the  case  of  all  claims  which  arise  from  the
                  negligence,  misconduct or other fault of CUSTOMER,  provided,
                  however,   that  if  a  claim  is  the  result  of  the  joint
                  negligence, joint misconduct, or joint fault of CONTRACTOR and
                  CUSTOMER,  the  amount  of the claim  for  which  CUSTOMER  is
                  entitled to  indemnification  shall be limited to that portion
                  of  such  claim  that  is   attributable  to  the  negligence,
                  misconduct  or other fault of  CONTRACTOR.  The parties  agree
                  that the price for


                                                                    CONFIDENTIAL

<PAGE>

                  Services provided under this Agreement includes  consideration
                  for the  obligation  to indemnify as set out in this  Section.
                  The   obligations   in  this   Section   are  in  addition  to
                  CONTRACTOR's  duty  to  provide  insurance  and  shall  not be
                  limited by any  limitation  on the amount or type of  damages,
                  compensation,  or  benefits  payable by  CONTRACTOR  under the
                  Worker's  Compensation  Acts,  Longshoremen and Harborworker's
                  Act,  Disability  Benefits Acts, or any other employee benefit
                  act.

         (b)      Without limitation of Subsection (a) above,  CONTRACTOR shall,
                  to the fullest extent permitted by law, defend,  indemnify and
                  hold harmless  CUSTOMER,  its officers,  agents and employees,
                  from   all   claims,   suits,   actions,   demands,   damages,
                  liabilities,  expenses  (including fees and  disbursements  of
                  counsel),  judgments,  settlements and penalties of every kind
                  arising from or related to the following matters:

                  (1)      CONTRACTOR's  failure  to  comply  with all  foreign,
                           federal,  state or local laws,  rules or  regulations
                           applicable to CONTRACTOR's employees;

                  (2)      CONTRACTOR's  failure  to  comply  with  terms of the
                           Section entitled, CONFIDENTIAL INFORMATION, regarding
                           proprietary information of CUSTOMER;

                  (3)      CONTRACTOR's  failure  to pay all fees and  royalties
                           for  the  use of  patented  articles  or  methods  in
                           connection with the Services;

                  (4)      CONTRACTOR's   failure  to  obtain  or  maintain  the
                           Permits  referred to in Section 20,  PERMITS,  except
                           for those Permits that CUSTOMER has expressly  agreed
                           to obtain and maintain at CUSTOMER's expense;

                  (5)      Contributions   to   multiemployer    pension   plans
                           affecting CON-TRACTOR's employees;

                  (6)      Any  mechanic's or  materialmen's  liens or any other
                           liens or  encumbrances  filed in respect of or placed
                           upon  any  real  property  or  improvements  owned or
                           leased  by  CUSTOMER  as a  result  of  any  Services
                           performed by or any other act or omission on the part
                           of  CONTRACTOR or any  subcontractor  or other person
                           claiming by, through or under CONTRACTOR; or

                  (7)      Any injury, sickness, disease or death of any person,
                           damage to any  properties or assets or remediation of
                           any soil, surface water or groundwater resulting from
                           the   processing,   use,   distribution,   treatment,
                           storage,   placement,   removal,   transportation  or
                           disposal


                                                                    CONFIDENTIAL

<PAGE>

                           of  any  Hazardous  Materials  by  CONTRACTOR  or its
                           officers, agents subcontractors or representatives.

                  (8)      Any claim,  action or proceeding  affecting  CUSTOMER
                           arising  out  of  the  Contractor   Agreement  signed
                           October  6,  1997,  between  CUSTOMER  and  First-Tel
                           Communications,  Inc.,  a copy of which  is  attached
                           hereto   and    incorporated    herein    ("First-Tel
                           Agreement"),  including,  but  not  limited  to,  any
                           pleading,  petition  or  order  affecting  CONTRACTOR
                           arising out of the bankruptcy  case, In The Matter of
                           First Tel  Communications,  Inc.,  Case No.  97-11015
                           (Bankr.  N.D. In. 1997). GTEDS will write a letter to
                           the  bankruptcy   trustee  in  the  above-cited  case
                           requesting  that the  trustee  petition  the court to
                           issue an order  abandoning  the First-Tel  Agreement,
                           and upon the issuance of said order, the Indemnity in
                           this Subsection 20(b)(8) shall be deleted.

         (c)      CUSTOMER  shall promptly  notify  CONTRACTOR in writing of any
                  suits,  claims or demands covered by this indemnity.  Promptly
                  after  receipt of such  notice,  CONTRACTOR  shall  assume the
                  defense of such claim with counsel reasonably  satisfactory to
                  CUSTOMER.  If CONTRACTOR fails, within a reasonable time after
                  receipt of such  notice,  to assume the defense  with  counsel
                  reasonably  satisfactory  to  CUSTOMER.   Notwithstanding  the
                  above, if CUSTOMER in its sole discretion so elects,  CUSTOMER
                  may  also  participate  in the  defense  of  such  actions  by
                  employing counsel at its expense, without waiving CONTRACTOR's
                  obligations  to  indemnify  or defend.  CONTRAC- TOR shall not
                  settle or compromise  any claim or consent to the entry of any
                  judgment  without the prior  written  consent of CUSTOMER  and
                  without  an  unconditional  release of all  liability  by each
                  claimant or plaintiff to CUSTOMER.

21.      INSURANCE

         CONTRACTOR  shall procure and  maintain,  at its sole cost and expense,
         policies of insurance  naming  CUSTOMER as an additional  insured.  The
         types of  coverage,  exclusions,  limits of  liability  and  deductible
         amounts applicable to such policies shall be as set forth in Exhibit 4.
         All such policies  shall be issued by reputable and  financially  sound
         insurance companies reasonably acceptable to CUSTOMER and shall provide
         that no amendment or  cancellation  shall be effective  unless CUSTOMER
         receives  thirty (30) days' prior  written  notice.  In addition,  such
         policies  shall serve to indemnify  CUSTOMER and hold it harmless  from
         all third party claims  arising from or in any way  connected  with the
         Services performed by CONTRACTOR under this Agreement  CONTRACTOR shall
         furnish to CUSTOMER  prior to performing  Services,  and, on request of
         CUSTOMER from time to time  thereafter,  certificates  evidencing  that
         such  policies  are in full  force  and  effect.  Each  certificate  so
         furnished  shall  acknowledge  that  CUSTOMER is named as an additional
         insured under the


                                                                    CONFIDENTIAL

<PAGE>

         applicable  policies  and shall  set  forth on its face the  applicable
         limits of  liability.  The  failure of  CONTRACTOR  to furnish any such
         certificate  shall not diminish or otherwise  affect its  obligation to
         procure and maintain any  policies of  insurance  contemplated  by this
         Section.  CONTRACTOR  further  agrees  to  take  such  actions  as  are
         necessary  to  ensure  that all of its  subcontractors,  suppliers  and
         independent  contractors procure and maintain policies of insurance and
         furnish  proof,  in each case as if they were  subject to the terms and
         provisions of this Agreement.

22.      CUSTOMER PLANT, WORK RULES, AND RIGHT OF ACCESS

         (a)      CONTRACTOR  shall  furnish  an  adequate  number  of  properly
                  trained and fully qualified personnel,  including  supervisory
                  and management, to provide Services. CONTRACTOR's manager must
                  be available  during business hours and other such times as an
                  emergency may demand to insure that all problems,  complaints,
                  coordination, and any other necessary matters are attended to.

         (b)      CONTRACTOR  agrees  that all  employees,  subcontractors,  and
                  agents assigned to fulfill this Agreement shall read and agree
                  to CUSTOMER's Policy concerning Sexual Harassment,  CUSTOMER's
                  Contractor   Code  of  Ethics  and  Business   Standards   and
                  CUSTOMER's  Policy  concerning  Alcohol  and Drugs,  copies of
                  which are attached hereto as Exhibits 1-3.  CONTRACTOR will be
                  responsible   for  acquainting   each   CONTRACTOR   employee,
                  subcontractor,  or agent with the contents of these statements
                  and  ensuring  that  each  employee,  subcontractor,  or agent
                  abides  by  them.   Furthermore,   CONTRACTOR   warrants   and
                  represents  that no employee  of  CUSTOMER,  or any  employee,
                  subcontractor, or agent of any CUSTOMER affiliated company, is
                  in the employment of CONTRACTOR, or receiving any compensation
                  or any other  thing of more than  nominal  value now or at any
                  other  time from  CONTRAC-  TOR,  or any agent of  CONTRACTOR.
                  CONTRACTOR  shall  insure  that  its  employees,   agents  and
                  subcontractors  comply  with  any  policies,  work  rules  and
                  standards of o.tel.o.

         (c)      All employees,  subcontractors, and agents of CONTRACTOR shall
                  abide by all CUSTOMER  work rules while on CUSTOMER or o.tel.o
                  premises.  CUSTOMER  shall  have the right to modify  the work
                  rules or promulgate  additional work rules, and CONTRACTOR and
                  its  employees,  subcontractors,  and agents shall comply with
                  such modified or additional work rules  immediately  following
                  CONTRACTOR's receipt of a written copy.

         (d)      CUSTOMER   reserves   the  right  to  determine  in  its  sole
                  discretion  that any  person  supplied  by  CONTRACTOR  is not
                  capable or fit to perform the Services assigned.  CUSTOMER may
                  remove from its premises or the


                                                                    CONFIDENTIAL

<PAGE>

                  premises  of  o.tel.o  such  person   without   incurring  any
                  liability or obligation to pay CONTRACTOR  for  unsatisfactory
                  Services   performed  by  said  person  or  for  any  Services
                  performed  by said  person  after  CUSTOMER  gives  notice  of
                  removal.

         (e)      CUSTOMER reserves the right to request at any time and for any
                  reason that specific employees,  subcontractors, and agents of
                  CONTRACTOR  be removed from and not assigned by  CONTRACTOR to
                  perform  Services for CUSTOMER,  and CONTRACTOR  acknowledges,
                  agrees and understands that CONTRACTOR will immediately comply
                  with such request by CUSTOMER.

         (f)      CONTRACTOR  shall not engage in any business or transaction or
                  professional  activity,  or shall incur any  obligation of any
                  nature,  that is in conflict with the proper  discharge of Its
                  duties while performing Services for CUSTOMER.

         (g)      If  CONTRACTOR  is given  access,  whether  on-site or through
                  remote facilities, to any CUSTOMER computer or electronic data
                  storage  system  in order for  CONTRACTOR  to  accomplish  the
                  Services called for in this Agreement,  CONTRACTOR shall limit
                  such  access  and use solely to  perform  Services  within the
                  scope of this  Agreement  and shall not  access or  attempt to
                  access any computer system, electronic file, software or other
                  electronic services other than those specifically  required to
                  accomplish  the  Services   required  under  this   Agreement.
                  CONTRACTOR  shall limit such access to those of its  employees
                  whom CUSTOMER has authorized in writing to have such access in
                  connection with this Agreement,  and shall strictly follow all
                  CUSTOMER's security rules and procedures for use of CUSTOMER's
                  electronic  resources.  All user  identification  numbers  and
                  passwords disclosed to CONTRACTOR and any information obtained
                  by CONTRACTOR as a result of CONTRACTOR's access to and use of
                  CUSTOMER's  computer and electronic data storage systems shall
                  be deemed to be, and shall be treated as, CUSTOMER information
                  under  applicable  provisions  of this  Agreement.  CONTRACTOR
                  agrees to cooperate with CUSTOMER in the  investigation of any
                  apparent  unauthorized  access  by  CONTRACTOR  to  CUSTOMER's
                  computer or electronic  data storage  systems or  unauthorized
                  release of information by CONTRACTOR.

23.      PUBLICITY

         Each party agrees not to provide copies of this Agreement, or otherwise
         disclose the terms of this  Agreement,  to any third party  without the
         prior  written  consent of the other  party;  provided,  however,  that
         CUSTOMER may, without obtaining CONTRACTOR's consent, provide copies or
         make  disclosures  to  CUSTOMER's  affiliates,  or  any  regulatory  or
         judicial body requesting such information. The


                                                                    CONFIDENTIAL

<PAGE>

         parties further agree to submit to one another,  for written  approval,
         all advertising,  sales  promotion,  press releases and other publicity
         matters relating to Services furnished pursuant to this Agreement, when
         its  respective  name or mark is mentioned  or language  from which the
         connection of said name or mark may be inferred or implied. The parties
         further agree not to publish or use such advertising, sales promotions,
         press  releases,  or  publicity  matters  without  such  prior  written
         approval.  Any  approval  required  under  this  Section  shall  not be
         unreasonably withheld or delayed by either party.

24.      TERMINATION

         Notwithstanding  anything to the contrary  contained in this Agreement,
         CUSTOMER  reserves the right to terminate this Agreement at any time by
         delivering  at least ten (10) calendar  days' prior  written  notice of
         termination to CONTRACTOR.  In the case of termination pursuant to this
         paragraph,   CUSTOMER  shall  pay  CONTRACTOR  the  Fees  for  Services
         accomplished  for  CUSTOMER  under  this  Agreement  and  delivered  to
         CUSTOMER,  and  for  Per  Diem  incurred  by  CONTRACTOR  prior  to and
         including the date of termination.  Upon termination,  CONTRACTOR shall
         deliver to CUSTOMER all completed work and work in progress, to include
         notes, draft reports and similar materials.

25.      NOTICE

         Any notice  required to be given  hereunder shall be given by facsimile
         transmission   or  by  any   method   which   will   require  a  signed
         acknowledgment  of receipt.  Notices shall be deemed given on the first
         business  day  (Monday  through  Friday,   exclusive  of  the  parties'
         holidays) following the date shown on the facsimile transmission or the
         date  shown on the  signed  evidence  of  receipt,  as the case may be.
         Notices intended for CUSTOMER shall be sent to its address appearing on
         page 1 hereof to the attention of its Director - CS Product  Management
         - Network  Services  (facsimile  972 256 2512),  with a copy to the Law
         Department  (facsimile 813 978 4163).  Notices  intended for CONTRACTOR
         shall  be  sent  to its  address  appearing  on  page 1  hereto  to the
         attention of its Vice President  (facsimile 516 231 1446). Either party
         may change its address for notice purposes by notifying the other party
         in accordance with this Section.  Routine  correspondence does not fall
         within the intent of this Section.

26.      WAIVER OF TERMS AND CONDITIONS

         Failure to enforce  any of the terms or  conditions  of this  Agreement
         shall not  constitute a waiver of any such terms or  conditions,  or of
         any other terms or conditions.


                                  CONFIDENTIAL

<PAGE>

27.      PRECEDENCE OF DOCUMENTS

         In case of conflict between  provisions of this Agreement (for purposes
         of this paragraph, meaning just the Agreement document without Schedule
         A) and provisions contained in Schedule A, this Agreement shall govern.
         In case of conflict  between  provisions  of either this  Agreement and
         Schedule A and a  subsequent  written  amendment or  modification,  the
         subsequent amendment or modification shall govern.

28.      SEVERABILITY

         If any term or provision of this Agreement  shall be declared  invalid,
         illegal   or    unenforceable,    the    invalidity,    illegality   or
         unenforceability  thereof  shall  not  affect  the  remaining  terms or
         provisions.

29.      SURVIVAL OF OBLIGATIONS

         The  respective  obligations  of  CONTRACTOR  and  CUSTOMER  under this
         Agreement which by their nature would continue beyond the  termination,
         cancellation or expiration of the Agreement, shall survive termination,
         cancellation or expiration.

30.      APPLICABLE LAW

         This Agreement,  and the rights and obligations  contained in it, shall
         be governed by and construed in  accordance  with the laws of the State
         of Florida,  without  regard to any  conflicts of law  principles  that
         would require the application of the laws of any other jurisdiction.

31.      ENTIRE AGREEMENT

         This Agreement represents the entire understanding  between the parties
         with the respect to the provisions and cancels and supersedes all prior
         agreements or understandings,  whether written or oral, with respect to
         the subject  matter.  This Agreement may only be modified or amended by
         an instrument in writing signed by duly authorized  representatives  of
         the  parties.  No  verbal  changes  to the scope of  Services  shall be
         permitted,  and CUSTOMER  shall make no payment for Services  performed
         pursuant to verbal order or agreement.


                                                                    CONFIDENTIAL

<PAGE>

IN WITNESS  WHEREOF,  the parties  hereto have executed this  Agreement  through
their authorized representatives.


CUSTOMER:                                         CONTRACTOR:

GTE DATA SERVICES G.M.B.H.                        CYBER DIGITAL, INC.

/s/                                               /s/ Robert G. Keller
------------------------------                    ---------------------------
                                                  Robert G. Keller
/s/
------------------------------

                                                  Vice President
------------------------------                    ---------------------------
(Title)                                           (Title)

     12-9-97                                           12-5-97
------------------------------                    ---------------------------
(Date)                                            (Date)


                                                  ATTEST:


                                                  ---------------------------
                                                  Corporate Seal (If Applicable)


                                                                    CONFIDENTIAL

<PAGE>

                                   SCHEDULE A

                                    SERVICES

On the Commencement Date of this Agreement,  or as soon thereafter as determined
by CUSTOMER, CONTRACTOR will make two (2) qualified persons available to perform
the services ("Services") described below:

         SS7/AIN Technician ("Technician").  This individual will be responsible
for the implementation, turnup and ongoing maintenance of DSC SS7/AIN equipment.
This  individual  will  manage   approximately   three  DSC  SS7/AIN   switching
technicians and one or more DSC SS7/AIN database administrators.

         SS7/AIN  DataBase  Administrator  ("Administrator").   This  person  is
responsible  for the  installation  and  ongoing  management  of the DSC SS7/AIN
database and for the activation of SS7/AIN services and features.

Contracted  individuals  should be available for training in Dallas,  Texas, one
week prior to deployment in Essen,  Germany.  Deployment in Essen, Germany shall
begin on October 1, 1997, or at a later date as determined by the CUSTOMER.


                                                                    CONFIDENTIAL

<PAGE>

                                    EXHIBIT 1

                       POLICY CONCERNING SEXUAL HARASSMENT

It is the policy of CUSTOMER to provide a work  environment  free from all forms
of sexual harassment.

Any unwelcome sexual advances,  requests or demands for sexual favors, and other
visual,  verbal,  or  physical  conduct  of a sexual  nature  constitute  sexual
harassment when:

o        submission  to such conduct is made either  explicitly  or implicitly a
         term or condition of any individual's employment;

o        submission  to or rejection of such conduct by an individual is used as
         a basis for employment decisions affecting individuals such as, but not
         limited to, promotions;

o        such conduct has the purpose or effect of unreasonably interfering with
         an individual's work performance or creating an intimidating,  hostile,
         or offensive working environment.

CONTRACTOR  shall instruct its employees that any such conduct while  performing
Services for CUSTOMER or while on CUSTOMER's  premises will not be tolerated and
CONTRACTOR  shall  take all  necessary  steps to  insure  that  this  policy  is
enforced.


                                                                    CONFIDENTIAL

<PAGE>

                                    EXHIBIT 2

                       POLICY CONCERNING ALCOHOL AND DRUGS

CONTRACTOR  shall not permit its  employees  that are  performing  Services  for
CUSTOMER  to  consume  alcoholic  beverages  of any kind at any time  during the
CONTRACTOR  employee's  tour of duty,  including any extension of the tour,  and
including all relief or lunch breaks  associated with the CONTRACTOR  employee's
tour of duty.  CONTRACTOR  shall not permit its  employees  that are  performing
Services  for  CUSTOMER  at  any  time,  whether  on or off  duty,  to  drive  a
CUSTOMER-owned  vehicle  after having  consumed any kind of alcoholic  beverage.
CONTRACTOR  shall not permit any of its  employees  to enter  CUSTOMER  premises
while  under  the  influence  of  alcohol.  There  can be no  compromise  in the
requirement that any individual who violates this policy is subject to removal.

Any CONTRACTOR employee found to be using,  possessing,  furnishing,  selling or
soliciting  the sale of any drug contrary to law on CUSTOMER  property or during
hours that such employee is performing  Services for CUSTOMER will be subject to
immediate  removal from the promises  and, in addition,  will be reported to the
responsible  law  enforcement  agency.  There  can  be  no  compromise  for  any
individual who violates this policy.


                                                                    CONFIDENTIAL

<PAGE>

                                    EXHIBIT 3

                CONTRACTOR CODE OF ETHICS AND BUSINESS STANDARDS


BASIC RESPONSIBILITY

In  traditionally  placing  the  highest  trust in the  Fundamental  Honesty and
Integrity  of each  employee,  CUSTOMER  in turn  expects  that each  CONTRACTOR
employee's  conduct should at all times reflect  favorably upon CUSTOMER and all
of its employees.

Serving  the  public   provides   each  of  us  with  a  great   responsibility.
Consequently,  there can be no compromise in the requirement that any individual
who violates  CUSTOMER's  Contractor  Code of Ethics and  Business  Standards is
subject to removal.

SECRECY OF COMMUNICATIONS

Every  communication of any type which is transmitted  through the facilities of
CUSTOMER is the personal property of the person using the facilities.  It is the
right of every person using CUSTOMER's  services to have the absolute privacy of
its  communication  protected.  The  substance,  content,  or  nature  of  every
telephone   conversation  or  communication  which  is  handled  for  CUSTOMER's
subscribers - or fact that there has been a conversation  or  communication - is
not be to divulged.

A CONTRACTOR  employee may not use for his benefit,  or for that of others,  any
information derived from any conversation or communication from a subscriber, or
from records concerning a subscriber.

Unauthorized  persons  are  not  to  be  permitted  to  listen  to or  view  any
communication  handled.  CONTRACTOR's  employees must not monitor any connection
more then necessary for its proper supervision.

Information  regarding  the  equipment,  trunks,  circuits,  cables,  and use of
facilities,  nonpublished  numbers, or ticket records of calls must not be given
to any unauthorized person.

Secrecy of communication is a fundamental  policy of CUSTOMER,  and is protected
by Federal and State laws which  impose  severe  penalties  upon any persons who
violate this secrecy.

Protection of CUSTOMER's investment in equipment,  tools, supplies, and vehicles
against loss,  theft,  damage,  vandalism,  or unauthorized  disposal is vitally
important. Tools, supplies,  materials vehicles,  telephones and other equipment
and  facilities  are purchased with CUSTOMER funds for CUSTOMER use. They belong
to CUSTOMER in every sense,  and are not to be used for  personal  benefit of an
employee of


                                                                    CONFIDENTIAL

<PAGE>

CONTRACTOR;  all unused or surplus  CUSTOMER owned material is to be returned to
the closest storeroom before leaving the area.

Personal long distance calls are not to be charged to CUSTOMER  telephones,  nor
made on an unauthorized basis from switchboards, testboards, terminals, or other
facilities locations.


                                                                    CONFIDENTIAL