EXHIBIT 10.6

                INTERNATIONAL MESSAGE TELEPHONE SERVICE AGREEMENT
                                    (ONE WAY)

This International Message Telephone Service Agreement ("Agreement") is entered
into on this 14th day of January, 2000, between PACIFIC GATEWAY EXCHANGE (UK)
LIMITED ("PGE"), formed under the laws of England and Wales, registration number
03225076, whose registered office is at 12-18 Paul Street, London, EC2A 4JH, and
Fone.Com ("Customer"), formed under the laws of England and Wales, registration
number 3783435, whose registered office is at Suite 4C, Baird House, 15-17 St.
Cross Street, London EC1N 8UW. PGE and Customer are referred to herein as the
"Parties".

Under agreements with overseas administrations and intercarrier arrangements,
PGE provides International Message Telephone Service ("IMTS") to various
countries either on a direct or indirect basis. Subject to PGE having any
necessary approvals, facilities, and agreements to provide IMTS as contemplated
hereunder, PGE agrees to provide Customer with IMTS and Customer agrees to
subscribe to PGE"s IMTS upon the following terms and conditions, including the
attachments hereto which are incorporated by reference and are made a part
hereof.

1.   SERVICES

A.   IMTS. Subject to the terms and conditions in this Agreement and as set
     forth in Attachment A (Rates) and Attachment B (Interconnect), PGE shall
     provide IMTS to Customer to the countries listed in Attachment A and at the
     rates listed in Attachment A.

B.   International Facilities. PGE, together with its overseas correspondents or
     in accordance with any intercarrier arrangement, will provide, operate and
     maintain any such international facilities between PGE"s international
     gateway switch and those countries necessary to provide Customer with IMTS
     hereunder, provided always that PGE is able to maintain all the necessary
     authorizations, consents and licenses which are required to carry out such
     services.

C.   Rate Changes. The Parties may from time-to-time by written agreement amend
     Attachment A and Attachment B to add IMTS to other countries at such rates
     to be determined and set forth in an amended Attachment A. Unless otherwise
     set forth in Attachment A, PGE may change any rate to any country listed in
     Attachment A after seven (7) days written notice to Customer; provided,
     however, that such notice period for a change in rates to Mexico shall be
     one (1) day; provided, further, that PGE may, in its reasonable discretion,
     amend the notice periods as set forth above, with any such amended notice
     period being effective immediately upon Customer"s receipt of written
     notice by PGE setting forth any such change. Customer retains the right to
     reduce or suspend traffic to any country or countries that PGE provides
     IMTS to, with five (5) days written notice to PGE, after Customer's receipt
     of rate change notice.

D.   Consent. Customer shall not refer to, use or market the name or logo of PGE
     and/or any of its affiliates without the prior written consent of PGE,
     which consent may be granted or denied by PGE in its sole and absolute
     discretion.


2.   BILLING AND PAYMENTS

A.   Billing Increments. IMTS will be charged in accordance with the rates set
     forth in Attachment A with billable conversation minutes being rounded to
     the next second for countries billed in one second increments or to one
     minute for countries billed in one minute increments.  A one second or one
     minute minimum billing period will apply in accordance with Attachment A.

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B.   Taxes and Surcharges. The prices set forth in Attachment A are exclusive of
     any applicable taxes, tariff surcharges, pay phone surcharges or any other
     like amounts assessed by any governmental entity or other entity arising as
     a result of the provision of IMTS by PGE to Customer under this Agreement
     (collectively, the "Taxes"). In addition to all other fees and amounts
     payable hereunder, Customer shall be solely responsible for the payment of
     any and all Taxes (including, but not limited to, all VAT taxes), provided
     that Customer"s obligation to pay such Taxes does not include the payment
     of taxes for which PGE is liable with respect to the provision of the IMTS
     to Customer. Customer shall be responsible for the collection of all
     applicable taxes and fees from Customer's customers ("End Users") and for
     the remittance of such taxes and fees to the relevant governmental
     authority.

C.   Invoice. PGE will submit an invoice (the "Invoice") to Customer each
     calendar month for all IMTS transmitted by Customer in the previous
     calendar month. Payment shall be received by PGE within thirty (30) days
     from the date of the Invoice (the "Due Date"). Payment of an Invoice shall
     be made by cheque or wire transfer (in immediately available funds) to Bank
     of America, 1 Alie Street, London E1 8DE, United Kingdom, P.O. Box 407,
     Account number 34038019, to the attention of Pacific Gateway Exchange (UK)
     Ltd. Payments not received when due will be subject to an interest charge
     at the rate of one and one-half percent (1.5%) per month from the date such
     amount was due until, and including, the date payment is received. In the
     event of a delinquent payment, no action taken hereunder (including the
     failure to act) shall be deemed or construed to constitute a waiver of
     PGE"s right to declare a default by Customer under this Agreement, to
     terminate this Agreement or to exercise any other rights under this
     Agreement or at law or in equity.

D.   Non-Payment. In the event any amount becomes due and payment is not
     received by PGE in accordance with paragraph C of this Section 2, in
     addition to any other rights and remedies available to PGE under this
     Agreement or otherwise, then all amounts then outstanding under this
     Agreement owed to PGE by Customer shall become immediately due and payable
     upon written notice thereof given by PGE to Customer.

E.   Customer's Responsibilities. With respect to IMTS that Customer provides to
     its customers through use of PGE's IMTS network, PGE shall have no
     responsibility to assist Customer, in any manner whatsoever, in preparing
     Customer's invoices, establishing any amounts owed by Customer's customers,
     mailing any such invoices or collecting any such amounts. Customer is
     responsible for the payment of the total amount of any invoice submitted by
     PGE to Customer, regardless of whether or not or at what time Customer is
     paid by its customers for any calls made by such customers.

F.   Overseas Correspondents. PGE shall be responsible for payment of all
     applicable settlements with overseas correspondents and payments under any
     intercarrier arrangement between PGE and other carriers related to the IMTS
     provided to Customer hereunder.

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G.   Billing Adjustments. Any request for a billing adjustment in respect of an
     Invoice must be made in good faith and in writing within sixty (60) days of
     the date of such Invoice. Any such request shall include detailed
     documentation to establish the basis for any such adjustment. Documentation
     to be provided by Customer shall include, without limitation, the country,
     number of minutes and/or rate that is subject to dispute and, if requested
     by PGE, shall include all call detail records in a form acceptable to PGE.
     Subject to Customer's rights under Section 7, PGE will initially determine,
     in its reasonable discretion, whether any adjustment shall be made in
     respect of any such Invoice and any such adjustments will be credited
     against the next month's Invoice. In the event that the bona fide amount in
     dispute in respect of a particular Invoice exceeds four per cent (4%) of
     the gross monthly charges covered by such Invoice, the Customer shall pay
     the amount of such Invoice which is not disputed in accordance with the
     normal payment terms set out herein. If PGE determines that no billing
     adjustment is appropriate and that the full disputed amount is due and
     payable or determines that only a portion of the disputed amount is due and
     payable, PGE shall notify the Customer of the amount due and payable and
     such amount shall be paid by Customer (i) no later that the date of payment
     of the next Invoice, or (ii) pursue arbitration as described in Section 7,
     and if the determination of the arbitrator decides in favour of PGE, pay
     the disputed amount with the next scheduled remittance to PGE. For the
     avoidance of doubt, any such request for adjustment shall not be cause for
     delay in the payment of the undisputed balance due on any Invoice.

H.   Amounts Due. Subject to paragraph G of this Section 2, payment of all sums
     due under this Agreement must be made by Customer in full without any set
     off, deductions or withholding and time of payment of all sums under this
     Agreement is of the essence.


3.   SECURITY DEPOSIT

A.   Security Deposit. Subject to paragraph D of this Section 3, Customer shall
     furnish to PGE simultaneously with the execution of this Agreement a
     security deposit in the amount of L20,000.00(Pounds Sterling) (the
     "Security Deposit") which PGE estimates, in its sole discretion, will be
     due hereunder for IMTS during seven (7) month(s) (the "Security Deposit
     Amount"). The Security Deposit shall be effected by (i) the delivery of
     cash (in pounds sterling) equal to the Security Deposit Amount to PGE upon
     execution of this Agreement, and to be held by PGE during the Term, or (ii)
     the issuance of an unconditional irrevocable letter of credit for the
     Security Deposit Amount, naming PGE as the sole beneficiary, issued in a
     form and by a bank reasonably acceptable to PGE and to remain outstanding
     at all times during the Term or (iii) such other instrument or device as
     shall be mutually agreed between the Parties. Customer acknowledges and
     agrees that the Security Deposit is not a pre-payment to be applied against
     the future provision of IMTS and the entire Security Deposit Amount,
     subject to paragraph B and D of this Section 3 is to remain outstanding at
     all times during the Term.

B.   Adequacy. The adequacy of the Security Deposit Amount will be reviewed by
     PGE on an "as-needed" basis and, in the event that Customer's actual
     aggregate monthly charges for IMTS exceeds the Security Deposit Amount, as
     determined by PGE in its sole discretion (the "Determined Actual Amount"),
     Customer shall, within five (5) days of receiving written notice from PGE,
     provide additional cash or increase the stated amount of the letter of
     credit in an amount equal to the difference between the Determined Actual
     Amount and the then-existing Security Deposit Amount.

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C.   Application. The Security Deposit shall not bear interest and Customer
     shall bear all costs related to the issuance of any letter of credit or
     other instrument or device described above. PGE shall have no obligation to
     return any portion of the Security Deposit unless and until Customer has
     paid all amounts due to PGE hereunder or otherwise. PGE shall have the
     right to apply all or part of the Security Deposit to any amount that has
     become due hereunder and not received by PGE as set forth herein. Upon
     application of any part of the Security Deposit, Customer shall, within
     five (5) days of receiving written notice from PGE, replenish the Security
     Deposit, in accordance with paragraph A of this Section 3, to the Security
     Deposit Amount existing immediately prior to such application. Any
     application of all or a portion of the Security Deposit to any overdue
     amount shall not constitute or be deemed a waiver of PGE"s right to
     terminate this Agreement under Section 4.

D.   Waiver. PGE, in its sole discretion, may waive its right to require a
     Security Deposit as set forth in this Section 3 or may reduce the required
     Security Deposit Amount, subject to its right to later require Customer to
     fully comply with the provisions of this Section 3 upon a review of any
     financial statements of Customer that PGE may request and upon PGE"s
     determination, in its sole discretion, that Customer's financial
     circumstances do not require a Security Deposit or require a reduced
     Security Deposit Amount. Customer represents that any financial statements
     provided to PGE shall be prepared in accordance with generally accepted
     accounting principles in the United Kingdom and will be true and correct.


4.   TERM, TERMINATION AND SUSPENSION OF SERVICE

A.   Term. This Agreement shall be effective and the Parties' obligations shall
     commence upon the date of execution by the Parties. This Agreement shall
     have an initial term of one year, commencing on the date PGE first provides
     IMTS to Customer (the "Initial Term"). This Agreement will be automatically
     renewed on a month to month basis after the expiration of the Initial Term.
     Either Party may cancel this Agreement after expiration of the Initial Term
     by providing the other Party at least thirty (30) days written notice
     served at any time on or after the expiry of the Initial Term. The Initial
     Term, together with all such renewal terms, is herein referred to as the
     "Term".

B.   Termination by PGE for Non-Payment. If payment of an Invoice or any other
     amount owing hereunder is not received by PGE subsequent to the Due Date,
     PGE shall make reasonable efforts to contact Customer by either written or
     oral notice to resolve said non-payment and to receive full and prompt
     payment of such amount. If such reasonable efforts do not result in full
     and prompt payment by Customer to PGE, PGE, in its sole discretion, may
     send a written notice (a "Payment Default Notice") to the representative of
     Customer named in paragraph O of Section 8 (or such other person that
     Customer subsequently designates to PGE in writing to receive such notices)
     of its default hereunder for failure to pay any such amount when due
     (including, but not limited to, the payment of any Security Deposit as
     required under Section 3). PGE will deliver the Payment Default Notice
     either by facsimile transmission or by overnight delivery service or by
     both such methods. The Payment Default Notice shall be deemed to be
     received by Customer at the earlier of the time and date of (a)
     transmission (receipt confirmed) in the case of facsimile or (b) 9.00am on

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     the date of delivery to Customer in the case of overnight delivery.
     Customer hereby waives any right to further notice of such termination
     other than a Payment Default Notice. PGE, in its sole discretion, may
     immediately terminate this Agreement and cease providing IMTS hereunder, in
     whole or in part, if after twelve (12) hours following receipt of a Payment
     Default Notice, payment of all such amounts set forth in such Payment
     Default Notice have not been received by PGE. PGE shall have the right to
     collect attorneys' fees and any and all costs incurred by PGE associated in
     any way with its efforts to collect any unpaid amounts whether or not legal
     proceedings are initiated.

C.   Termination by PGE for Other Reasons. PGE, in its sole discretion, may
     immediately terminate this Agreement and cease providing IMTS hereunder, in
     whole or in part, if:

     1.   Customer uses IMTS for any unlawful, unauthorized or fraudulent
          purpose or in any unlawful or materially abnormal manner; or

     2.   Customer uses IMTS to send any defamatory, offensive or abusive or
          obscene or menacing material or uses IMTS in a manner which infringes
          the rights of any person (including intellectual property rights or
          rights of confidentiality) and the Customer has failed to cure the
          same within 24 hours following receipt of written notice thereof from
          PGE; or

     3.   any telecommunication license issued to Customer (whether issued in
          the United Kingdom or elsewhere) which grants to the Customer the
          right to operate its telecommunication system and legally permits PGE
          to provide IMTS to Customer is revoked or amended (and not replaced by
          a equivalent license or right); or

     4.   a sale, transfer or other change in ownership of more than 50% of the
          voting rights of either Customer or a direct or indirect holding
          company of Customer (whether by means of a single transaction or a
          series of transactions) occurs or Customer sells, transfers or
          otherwise disposes all or substantially all of its assets, in either
          case, without the prior written consent of PGE; or

     5.   after PGE uses reasonable efforts to notify Customer of the fact that
          the aggregate amount outstanding or accrued for the provision of IMTS
          (credit exposure), whether or not due, equals or exceeds L 20,000.00
          (Pounds Sterling), provided, however, that prior to terminating the
          Agreement pursuant to this clause (v) of paragraph C, PGE will suspend
          all ITMS to Customer and will use commercially reasonable efforts to
          notify Customer as soon as reasonably practicable, either by written
          or oral notice, of such suspension and the aggregate amount
          outstanding or accrued and such suspension shall cease at such time
          that Customer pays PGE all amounts then outstanding or accrued or such
          lesser amount agreed to by PGE and Customer; or

     6.   Customer's use or expected use of IMTS, as determined in the
          reasonable discretion of PGE, could have a materially adverse affect
          on any of PGE's facilities or service to any of its other customers.

D.   Termination by Either Party.

     (i)  Subject to paragraphs B, C and D (ii) of this Section 4, either Party
          may terminate this Agreement and suspend the performance of any of its
          obligations hereunder if the other Party fails to perform or observe
          any material term, condition or agreement to be performed or observed
          by it hereunder and (in the case of a remediable breach) fails to cure

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          the same within thirty (30) days after receipt of written notice
          thereof.

     (ii) Either Party may immediately terminate this Agreement and suspend the
          performance of any of its obligations hereunder if the other Party:

          (a)  ceases doing business as a going concern; or

          (b)  enters into liquidation whether compulsorily or voluntarily
               (otherwise than a voluntary and solvent liquidation for the
               purpose of reconstruction or amalgamation) or enters into any
               composition with its creditors generally or suffers any similar
               action in consequence of default by it in its obligations in
               respect of any indebtedness for borrowed moneys; or

          (c)  has a receiver appointed of all (or substantially all) of its
               undertaking and assets; or

          (d)  admits in writing to its inability to pay its debts as they
               become due.

E.   Suspension. Without terminating this Agreement, PGE, in its sole
     discretion, may elect to immediately suspend all or part of the IMTS to
     Customer until further notice (i) if PGE is obliged to suspend ITMS in
     connection with any order, instruction or request of any government,
     governmental or regulatory, emergency services organization or other
     competent authority; or (ii) in connection with the maintenance or upgrade
     of PGE"s IMTS network. PGE will use all reasonable efforts to provide
     Customer with the maximum period of notice practicable in the circumstances
     if it suspends the provision of IMTS in the circumstances set out in (i)
     and (ii) of this paragraph E.

F.   Final Payment. In the event this Agreement is terminated pursuant to this
     Section 4, Customer shall pay to PGE, immediately upon receipt of an
     invoice therefore, all amounts owed to PGE through the termination date.
     Termination of this Agreement shall not relieve either Party of any
     liability for breach of this Agreement or as may otherwise be established.

G.   Waiver. Failure of PGE to exercise any or all of its rights under this
     Section 4 shall not constitute or be deemed a waiver of its right to
     exercise any or all of such rights at any later time.


5.   CONFIDENTIALITY

A.   Confidentiality. The Parties agree that, except as required by applicable
     law or governmental regulation, all information, whether oral, written,
     printed, or communicated or stored electronically, when acquired, either
     directly or indirectly, from a Party to this Agreement, its agents,
     servants, employees, or others so affiliated, including all information
     which would reveal the existence of this Agreement or the relationship of
     the Parties insofar as that relationship is affected hereby, shall be held
     in the strictest confidence by the Party receiving such information and
     treated as confidential information not for release or communication to

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     any third party or use by such Party for any purpose other than those
     contemplated hereunder absent the prior written consent of the
     communicating Party. Specifically, Customer acknowledges and agrees that
     all information related to PGE's rates for IMTS, the terms and conditions
     under which IMTS are provided and information concerning PGE's traffic
     volume, distribution of traffic or other customers is sensitive proprietary
     information of PGE and is to be treated as confidential information as set
     forth herein.

B.   Obligated Disclosure. In the event that Customer is obligated by applicable
     law or governmental regulation to disclose any such information obtained
     from PGE, including the existence of this Agreement or any of the terms
     hereof, Customer shall give notice of the requirement to make such
     disclosure to PGE as soon as reasonably practicable prior to making any
     such disclosure and shall use its best efforts to prevent disclosure of
     such information, in particular, but not limited to, the rates and other
     terms set forth in Attachment A, to the extent such non-disclosure would
     not contravene the applicable law or governmental regulation mandating the
     initial disclosure.

6.   LIMIT OF LIABILITY

A.   No Warranty. PGE has made, and makes, no representations or warranties of
     whatsoever nature, directly or indirectly, express or implied, with respect
     to IMTS. Without limiting the foregoing, there are no warranties of
     satisfactory quality or fitness for any particular purpose or function,
     express or implied, given by PGE.

B.   Limited Liability. PGE shall have no obligation, responsibility or
     liability whatsoever under or in connection with this Agreement or the
     provision of IMTS, except to the extent any claim is caused by an
     intentional wrongful act by PGE, in which event, PGE's obligations,
     responsibilities and liabilities shall be limited to using commercially
     reasonable efforts to investigate and, to the extent reasonably practicable
     and within the reasonable control of PGE, correct the circumstances that
     caused such claim.

C.   Aggregate Liability. The maximum aggregate liability of each Party in
     respect of any claim or claims arising under or in connection with this
     Agreement (other than claims arising as a result of Customer's failure to
     pay amounts owing under this Agreement) shall be L500,000 (Pounds Sterling)
     per claim or series of related claims arising in any twelve (12) month
     period.

D.   Negligence. The Parties shall not be liable one to the other and PGE shall
     not be liable to any customer of Customer or other third party in contract,
     tort or otherwise (including negligence) for any indirect, special,
     incidental, or consequential loss or damages, howsoever caused, including,
     without limitation, by such party"s negligence or the negligence of its
     employees or otherwise, arising out of the provision of IMTS to Customer or
     to its customers whether such loss or damage was due to mistakes,
     omissions, interruptions, delays, errors or defects in the provision of
     such service by PGE or by any overseas correspondent or underlying carrier
     or arising in any other manner under this Agreement and the performance or
     nonperformance of obligations hereunder or otherwise.

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E.   Indemnification. Customer shall indemnify and hold harmless PGE, its
     officers, directors, employees and agents, against and from any liability,
     loss, damage, cost and expense (including attorneys' fees and costs of
     litigation) arising out of or in connection with any claim or action which
     any person or entity (other than Customer) may file or threaten to file
     against PGE or its officers, directors, employees or agents in any way
     relating to or arising out of this Agreement or the provision of IMTS
     (including, without limitation, any circumstances which entitle PGE to
     terminate this Agreement pursuant to Section 4 hereof). The indemnity
     provided herein shall survive the termination of this Agreement and the
     termination of any IMTS provided pursuant to this Agreement.
     Notwithstanding any other provision of this Agreement, the officers,
     directors, employees and agents of PGE shall have no liability to Customer,
     or any affiliate of Customer, under this Agreement or in connection with
     IMTS to be provided hereunder.

F.   Death or Personal Injury. Notwithstanding anything contained herein to the
     contrary, neither Party excludes or restricts its liability for death or
     personal injury by a Party's own negligence.

7.   ALTERNATIVE DISPUTE RESOLUTION

A.   Arbitration. In the event a dispute arises under this Agreement, the
     Parties agree that each shall discuss and negotiate the issues between the
     party's authorized agents, with informal escalation within the Parties'
     organizations as necessary to pursue and achieve resolution as
     expeditiously as possible. If a resolution can not be arrived at between
     the Parties through informal negotiations as described above, either Party
     may serve upon the other a written demand that negotiations have reached an
     impasse. After written notice of the impasse is served, either Party may,
     within sixty (60) days after service of this notice, serve upon the other a
     written demand that the dispute to be admitted to arbitration. Said demand
     shall set forth the nature of the dispute, an approximation of the amount
     in question, if any, and the nature of the remedy sought. The dispute shall
     be submitted to the London Court of International Arbitration and subject
     to the rules of such proceedings. The provisions of this Section 7 shall be
     without prejudice to either parties' ability to apply for and obtain
     injunctive relief in the courts. For the avoidance of doubt, the
     implementation of this paragraph A of Section 7 shall not preclude PGE from
     making any decision or taking any action afforded to it under the terms of
     this Agreement.

B.   Authorized Agent. In the absence of express written notice to the contrary,
     each Party's authorized agent for purposes of this Section 7 herein shall
     be deemed to be each Party's representative whose name appears in paragraph
     O of Section 8 or the successor of such person.


8.   GENERAL PROVISIONS

A.   Incorporation. Attachment A and Attachment B are incorporated herein by
     reference and made a part hereof.

B.   Representation. Neither Party is authorized to act as an agent for, or
     legal representative of, the other Party and neither Party shall have
     authority to assume or create any obligation on behalf of, in the name of,
     or binding upon the other Party. No partnership between the Parties is
     created by this Agreement. Customer shall not represent or intimate that
     PGE is responsible for the provision, type or quality of Customer's
     services to its customers.


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C.   Illegality. If any term, provision, covenant, or condition of this
     Agreement is held by a court of competent jurisdiction or a regulatory
     agency having jurisdiction over the subject matter hereof to be invalid,
     void, or unenforceable, the remainder of the provisions will remain in full
     force and effect and shall in no way be affected, impaired, or invalidated
     and the rights and obligations of the Parties to this Agreement shall be
     construed and enforced accordingly.

D.   Waiver. No term or provision of this Agreement shall be deemed waived and
     no breach or default shall be deemed excused unless such waiver or consent
     shall be in writing and signed by the Party claimed to have waived or
     consented. No consent by any Party, or waiver of, a breach or default by
     the other, whether express or implied, shall constitute consent to, waiver
     of, or excuse for, any different or subsequent breach or default, as the
     case may be.

E.   Transfer. This Agreement shall be binding upon and inure to the benefit of
     the Parties hereto and their respective successors and permitted assigns.
     In the event of the Customer's proposed assignment, sale, or a transfer of
     the controlling interest in the Customer, Customer shall first notify PGE
     in writing prior to such event, enabling PGE to accept or reject such
     assignment or material change in ownership of the Customer. In the event
     PGE, it its absolute discretion, does not accept the proposed assignment or
     material change in ownership of the Customer, PGE reserves the right to
     terminate this Agreement The Customer or party to which Customer's
     controlling interest has been assigned, sold or transferred is responsible
     for payment in full of all outstanding unpaid accounts within fifteen (15)
     days of such actions, as pursuant to the terms of this Agreement.
     Termination of this Agreement shall not relieve either Party of any
     liability for breach of this Agreement or as may otherwise be established.
     PGE may assign this Agreement to any member of its Group (being any company
     which is a direct or indirect holding company or subsidiary of PGE or
     another subsidiary of such holding company, where the expressions
     "subsidiary" and "holding company" shall have the meanings ascribed to them
     in Section 736 of the Companies Act 1985) or any of PGE's affiliates
     without prior notice or approval of Customer.

F.   Remedy. Except as otherwise provided herein, the remedies provided for in
     this Agreement are in addition to any other remedies available at law or in
     equity by statute or otherwise.

G.   Titles and Headings. Titles and headings in this Agreement have been
     inserted for convenience and reference only and are not to be construed a
     part hereof and shall in no way define, modify or restrict the meaning or
     interpretation of the terms or provisions of this Agreement.

H.   Modification. This Agreement may not be amended except by an instrument in
     writing, executed by the Parties. No modification or amendment hereto shall
     be effected by the acknowledgment or acceptance by either Party of any
     Customer order, sales acknowledgment or other similar form from the other
     Party.

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I.   Entire Agreement. This Agreement supersedes and merges all prior
     agreements, promises, understandings, statements, representations,
     warranties, indemnities and covenants and all inducements to the making of
     this Agreement relied upon by either Party hereto, whether written or oral,
     and embodies the Parties, complete and entire agreement with respect to the
     subject matter hereof (save where any representation or warranty made by
     either Party was made fraudulently). No statement or agreement, oral or
     written, made before the execution of this Agreement shall vary or modify
     the written terms hereof in any way whatsoever.

J.   Jurisdiction. The performance of this Agreement by the Parties hereto is
     subject to all laws, rules, and regulations of all authorities having
     jurisdiction which are now applicable to IMTS or which may become
     applicable to IMTS and is contingent upon the continuing applicability of
     such approvals, consents, authorizations, licenses, permits, and agreements
     as have been issued and are required for IMTS.

K.   Governing Law. This Agreement shall be construed in accordance with, and
     governed in all respects, by English law. Except as provided in paragraph A
     of Section 7, the Parties shall submit to the exclusive jurisdiction of the
     English courts any legal proceedings which may arise under this Agreement.

L.   Force Majeure. The Parties shall not be liable or accountable to each other
     for failure to comply with any of the terms or conditions of this Agreement
     (other than payment by Customer of all amounts due hereunder) arising from
     any beyond its control and without its fault or negligence such as, without
     limitation, acts of God, fire, explosion, vandalism, cable cut, strike,
     walk-out, lockout, public enemy, war, civil commotion, riots, judicial or
     governmental order, other requirement of law, actions by any foreign PTT or
     exchange carrier or other causes beyond the reasonable control of either
     Party, nor for any damages arising therefrom.

M.   Execution. This Agreement may be executed in several counterparts, each of
     which shall constitute an original, but all of which constitute one and the
     same instrument.

N.   Interpretation. The words and phrases used herein shall have the meaning
     generally understood in the telecommunications industry. This Agreement
     shall be construed in accordance with its fair meaning and not for or
     against either Party on account of which Party drafted this Agreement.

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O.   Notification. Except as otherwise provided in this Agreement, any invoice,
     notice, demand, request, payment or other communications given hereunder
     shall be in writing and shall be deemed to be received (a) when delivered
     if given in person or by courier or courier service or (b) on the date and
     at the time of transmission if sent by telex, facsimile or other wire
     transmission (receipt confirmed) or (c) five (5) business days after being
     deposited in the mail postage prepaid.


     To PGE:                        Gail Granton
                                    Pacific Gateway Exchange, Inc.
                                    500 Airport Boulevard, Suite 340
                                    Burlingame, California 94010
                                    Phone: (415) 375-6700
                                    Facsimile: (415) 375-6799


     To Customer:                   Clifford Postelnik
                                    Fone.Com Ltd.
                                    Suite 4C
                                    Baird House
                                    London
                                    Phone: 0171-242 6858
                                    Facsimile: 0171-242 6878

     With Invoices sent to:         Jason Smith
                                    Fone.com Ltd.
                                    Suite 4C
                                    Barid House
                                    15-17 St. Cross Street
                                    London
                                    EC1N 8UW
                                    Phone: 0171-242 6858
                                    Facsimile: 0171-242 6878

<PAGE>


P.   The provisions of Sections 5, 6 and 7 of this Agreement shall continue in
     full force and effect, notwithstanding the termination of this Agreement.

Q.   If any provision of this Agreement is held by any Court or other competent
     authority to be void or unenforceable in whole or in part, this Agreement
     shall continue to be valid as to all other provisions of it and the
     remainder of any such affected provision.


IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and
year first written above.







PACIFIC GATEWAY EXCHANGE                                      [CUSTOMER]
(UK) LIMITED

Signature:       /illegible/                 Signature:  /s/  C.S. Postelnik
           -----------------------------               ------------------------
                                                              C.S. Postelnik
Print Name:      illegible                                    Managing Director
           -----------------------------

Title:           Manager Carrier Sales
       ---------------------------------

Date:            14-01-00                    Date:  14/01/2000
       ---------------------------------          ------------

<PAGE>


                         Attachment A for IMTS Services
                         ------------------------------

1.   Customer is responsible for the cost of interconnection of the E1(s) to PGE
     interconnection points

2.   Rates from PGE to Customer (as previously indicated); Currency will be (L)
     Pounds Sterling

3.   Rounding:    Initial/Additional
                  1/1 seconds unless otherwise stated
                  Mexico   60/60

4.   Rates:       Rates are subject to change upon seven (7)



                           See Attached for IMTS Rates
                           ---------------------------

<PAGE>


                       Attachment B for IMTS Interconnect
                       ----------------------------------

Interconnect Locations
----------------------

Customer:                                   Rack No. 17 02
                                            1st Floor
                                            Level 3
                                            6 Braham Street
                                            London
                                            E1 8EE

PGE:                                        12 - 18 Paul Street
                                            London
                                            EC2A 4JH
                                            United Kingdom


Interconnect Systems/Switches
-----------------------------

Customer:                                   Harris 20-20

PGE:                                        Nortel GSP



Interconnect Signalling
-----------------------


Q 931


Interconnect via Lease Circuits
-------------------------------