PAYMENT AGREEMENT


This Agreement is made this 1st day of August, 1998, by and between Clariti 
Telecommunications International, Ltd., a Delaware corporation ("Clariti") and 
Joseph D. Tarsia, an individual residing in the state of New Jersey ("Tarsia").

BACKGROUND

A. Tarsia and Clariti are parties to a separation agreement dated April 27, 
   1995 ("Separation Agreement").
B. Pursuant to the Separation Agreement, Tarsia is entitled to payments 
   outlined in paragraph 3 of the Separation Agreement.
C. Clariti has failed to pay and/or provide to Tarsia certain of the payments 
   that he is entitled to under the Separation Agreement, which the parties 
   estimate to be approximately forty three thousand dollars ($43,000.00) 
   ("Separation Agreement Obligation").
D. Tarsia has received final payment of the Patten Obligation as that term is 
   defined in the Separation Agreement.
E. Tarsia has agreed to forbearance of any further collection activities 
   related to the Separation Agreement Obligation and to extend the term of 
   repayment of the Separation Agreement Obligation by one year.
F. The parties wish to take certain actions regarding the aforementioned 
   matters, including without limitation, the Separation Agreement, as provided
   for under the terms and conditions of this Agreement.

     NOW, THEREFORE, in consideration of the mutual promises, agreements and 
covenants herein contained the receipt and sufficiency of which are hereby 
acknowledged, the parties, intending to be legally bound hereby, agree as 
follows:

1. OBLIGATIONS DUE TARSIA
	
1.1 Subject to Section 1.2, Tarsia, on behalf of himself, heirs and personal 
    representatives, does hereby remise, release and forever discharge Clariti,
    its affiliates, directors, officers, employees, successors and assigns from
    any and all obligations, liabilities, claims and debts, whether or not 
    asserted, with respect to or arising under the Separation Agreement 
    including, but not limited to, any and all unpaid obligations due Tarsia 
    under the Separation Agreement, which the parties estimate to be 
    approximately $43,000.

1.2 In consideration of Tarsia releasing Clariti from past due obligations 
    under the Separation Agreement, as provided for in Section 1.1 above, 
    Clariti shall make the following payments to Tarsia:

    (a) issue 6,600 shares of Clariti common stock, which shall carry a 
        restrictive legend pursuant to Rule 144 of the Securities Act of 1933.
        Tarsia hereby acknowledges that the securities carry risk and hereby 
        accepts all risk related thereto. Clariti makes no representations as 
        to the value of same.
    (b) issue a promissory note in amount of $43,000 payable to Tarsia in the 
        form of and carrying such terms and conditions as EXHIBIT A attached 
        hereto.

<PAGE>

2. Miscellaneous

   2.1 Governing Law. This Agreement shall be governed by, construed and 
       enforced in accordance with the laws of the Commonwealth of 
       Pennsylvania.
   2.2 No Assignment. This Agreement shall not be assignable by either party 
       without the prior written approval of the other party and shall be 
       binding upon and inured to the benefit of the parties hereto and their 
       respective heirs, executors, administrators and personal
       representatives.
   2.3 Counterparts. This Agreement may be executed in counterparts, each of 
       which will constitute an original and taken together shall constitute 
       one in the same instrument.
   2.4 Entire Agreement. This Agreement sets forth the entire agreement and 
       understanding between the parties with respect to the subject matter 
       herein and supersedes all prior, contemporaneous agreements, 
       understanding, representations and warranties, whether oral or written. 
       This Agreement may not be amended, modified or altered or any of its 
       provisions waived except for in writing and signed by all parties 
       hereto. 

		

	CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD.


	By: s/Peter S. Pelullo
       -----------------------
	      Peter S. Pelullo, CEO

		 
     s/Joseph D. Tarsia 
       -----------------------
	      Joseph D. Tarsia
























<PAGE>
                                 EXHIBIT A

                              Promissory Note

$ 43,000.00	                                              Date: August 1, 1998

	
     FOR VALUE RECEIVED and intending to be legally bound, Clariti 
Telecommunications International, Ltd. ("Maker"), promises to pay to the order 
of Joseph D. Tarsia ("Payee"), at 117 Mews, Haddonfield, NJ 08033, in lawful 
money of the United States of America, the sum of Forty Three Thousand Dollars 
($43,000.00), together with interest at the rate of eight percent (8%) per 
annum payable weekly per attached Schedule A.
 
     Any Amount Paid hereunder shall be applied against interest and principal 
pursuant to Schedule A attached hereto.

     Maker may prepay all or any portion of the unpaid principal balance of 
this Note, without penalty or premium. 	
	
     The term "Indebtedness" as used herein shall mean the indebtedness 
evidenced by this note, including all reasonable costs and expenses incurred by
Payee (including reasonable attorney's fees) in the collection of all amounts 
due from Maker to Payee under this note.

     The Indebtedness shall immediately become due and payable without notice 
or demand, upon:   (1) Clariti's failure to make timely payments as put forth 
in Schedule A (failure is defined as missing any three (3) payments); (2) the 
voluntary appointment of receiver, custodian, or liquidator for MAKER or for 
any MAKER'S property;   (3) the filing by MAKER of any proceeding under any 
state or federal insolvency, bankruptcy, or other law for the relief of 
debtors;   (4) the continuation for 60 days without dismissal of any 
involuntary appointment of a receiver, custodian, or liquidator for MAKER or 
any MAKER'S property or of an involuntary proceeding against MAKER under any 
federal or state insolvency, bankruptcy, or other law for the relief of 
debtors.

     Should any default be made in the payment of any sum due hereunder on the 
date on which it is due, the Payee may recover all costs of collection and 
attempts to collect (whether or not suit is brought) and all costs of suit and 
other expenses in connection therewith, together with interest on any judgement
obtained by Payee at the rate set forth above, including interest at such rate 
from and after the date of any execution or judicial sale until actual payment 
is made to Payee of the full amount due Payee.

     None of the rights, remedies, privileges, or powers of PAYEE, or any other
holder hereof, under this Note are exclusive, but each of them shall be 
cumulative with and in addition to every other right, remedy, privilege, and 
power now or hereafter existing in favor of PAYEE or such holder, whether at 
law, in equity, or by statute, or otherwise.

     Any notice or writing required or permitted to be given hereunder shall be
sufficient if sent by certified mail, return receipt requested, to MAKER.

     Pennsylvania law shall govern the validity, construction, interpretation, 
and effect of this Note.



<PAGE>

	MAKER

	Clariti Telecommunications International, Ltd


	By: s/Peter S. Pelullo
       ------------------------
 	     Peter S. Pelullo
       Chairman & CEO