THIS  FIBER  OPTIC TELECOMMUNICATIONS SERVICE EXCHANGE AGREEMENT DATED AS OF MAY
14,  1999  (THIS  "AGREEMENT"),  ENTERED  INTO  BY  AND BETWEEN AVANTEL, S.A., A
CORPORATION  ORGANIZED AND EXISTING UNDER THE LAWS OF THE UNITED MEXICAN STATES,
HAVING  A PLACE OF BUSINESS AT LIVERPOOL 88 PB, COL. JUAREZ, 06600, MEXICO, D.F.
("AVANTEL"),  REPRESENTED BY JOSE MARIA ZUBIRIA MAQUEO, AND TELEREUNION, S.A. DE
C.V. ("TELEREUNION"), A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE
UNITED MEXICAN STATES, HAVING A PLACE OF BUSINESS AT TLACOQUEMECATL NO. 21, COL.
DEL  VALLE,  03200,  MEXICO,  D.F.,  REPRESENTED  BY  OSCAR  GARCIA.

                                   WITNESSETH:

WHEREAS,  Avantel  and Telereunion are the owners and operators of a fiber optic
telecommunications  network  within  the  United  Mexican  States;

WHEREAS,     Telereunion  and  Avantel have each developed and constructed fiber
optic telecommunications network (respectively, the "Telereunion System" and the
"Avantel System" and each sometimes referred to herein as the respective Party's
"System")  that  are  located  on  physically  diverse  routes serving different
regions;  and

WHEREAS,  Telereunion  and Avantel wish to connect their Systems on the specific
route segment(s) from time to time identified in schedules to be attached hereto
and  made  a  part hereof, identified below so as to exchange transmission fiber
capacity  so  that  each carrier has fiber capacity serving the same regions via
physically  diverse  routes;  and

WHEREAS,  the  Parties  wish  to  set  forth  in  this  Agreement  the terms and
conditions  under  which  they  will  exchange  such  fiber  capacity;

NOW,  THEREFORE,  in  consideration  of  the  foregoing  premises and the mutual
covenants  set  forth in this Agreement, Telereunion and Avantel hereby agree as
follows:


ARTICLE  I.          DEFINITIONS

The  following  terms  shall  have the following definitions for the purposes of
this  Agreement:

AFFILIATE:          of  Telereunion  or  Avantel  as the case may be,  means any
---------           person or entity that directly or indirectly  through one or
                    more intermediaries  controls,  is controlled by or is under
                    common control of  Telereunion  or Avantel,  as the case may
                    be. Except for the purposes of this Agreement, Avantel shall
                    not  be  deemed  to  be  an  Affiliate  of  Telereunion  and
                    Telereunion  shall  not  be  deemed  to be an  affiliate  of
                    Avantel.


                                  Page 1 of 33
<PAGE>
                    For  purposes  hereof,  the term  "control"  shall  mean the
                    possession,  directly or indirectly,  of the power to direct
                    or cause the direction of the management and policies of any
                    such  entity,   whether  through  the  ownership  of  voting
                    securities or stock, by contract, or otherwise.

AGREEMENT:          means this Agreement and its Exhibits.
---------


COLLOCATION  SPACE: means  space   provided  to  the  Fiber   Recipient  in  the
------------------  facilities  of the Fiber  Provider.  Fiber  Recipient  shall
                    receive 7x24 access to space under the terms and  conditions
                    agreed upon by both Parties.  Unless otherwise stated, space
                    is provided  free of charge.  Space shall be  allocated on a
                    standard  basis on a per fiber pair basis.  Space  standards
                    for POP's and regenerator  sites may vary. The specification
                    of  Collocation  Space  and  Standards  are set forth in the
                    attached Exhibit C.

COMMENCEMENT/
-------------
CERTIFICATE
-----------
OF  ACCEPTANCE:     means the notice on which  Telereunion  or  Avantel,  as the
--------------      case  may  be,  issues  the  Certificate  of  Acceptance  in
                    accordance with Article 2.3.

CONNECTIONS:        means the point at which the Fiber  Exchange  is  spliced or
------------        terminated with Equipment,  Fiber Recipient  System,  or the
                    equipment or fiber optic filaments of a Third Party.

DEMARCATION  POINT: means the point, which defines where  responsibilities  such
------------------  as  installation,  maintenance,  etc. of each of the Parties
                    begins and ends. The Demarcation Point shall be a particular
                    DSX cross-connect  panel at the POP at both Segment ends and
                    both sides of a signal  regenerator  site,  as  specified in
                    Exhibit A.

EQUIPMENT:          means the power equipment and electronic  devices  equipment
----------          including,  without limitation repeaters,  junctions,  patch
                    panels,  alarm  monitoring  equipment,  and other  equipment
                    necessary to provide a network fiber  transmission  capacity
                    located  on the sides of the  Demarcation  Points.  The word
                    "equipment" when not capitalized  refers to equipment of any
                    type.


                                  Page 2 of 33
<PAGE>
END-USER:           means any person (including the Fiber Recipient,  as defined
--------            below) using for revenue bearing, communication purposes the
                    services,  or any  portion  thereof,  provided  to the Fiber
                    Recipient under this  Agreement,  regardless of whether that
                    person is in private with the Fiber Recipient.

EXCHANGED  FIBER:   means  the  aggregate  of Fiber  Exchange  pursuant  to this
-----------------   Agreement.

FIBER  EXCHANGE:    equivalent  units  being  swapped  for  no  net  cost.  Each
---------------     equivalent unit is to be defined in a separate Appendix.


FIBER  PROVIDER:    means the Party providing the relevant Fiber Exchange.
---------------

FIBER  RECIPIENT:   means the Party receiving the relevant Fiber Exchange.
----------------

LAWS  AND
---------
REGULATIONS:        means all  government  statutes,  laws,  codes,  ordinances,
------------        judgments, decrees, injunctions, permits and regulations;

NETWORK
-------
SPECIFICATIONS
--------------
AND  OPERATING
--------------
STANDARDS:          means those specifications set forth in the attached Exhibit
----------          D, as well as applicable  common industry  standards,  which
                    the Parties  will meet and comply with in the  provision  of
                    Exchanged Fiber hereunder.

POP  OR  POINT
--------------
OF  PRESENCE:       means a facility situated in either the Telereunion's System
-------------       or Avantel's  System at which the operator of the System can
                    add or drop transmission facilities. POP facilities include,
                    without  limitation,  electrical  and/or optical  equipment,
                    electrical  power, air conditioning and other  environmental
                    conditioning.


                                  Page 3 of 33
<PAGE>
PROTOCOL  OF
------------
ACCEPTANCE:         Set as activities  and events set forth in Exhibit E related
-----------         to the test of both stand-alone and network interoperability
                    that  warrantees  the  proper  functionality  of  the  Fiber
                    Exchange.

REGENERATOR  SITE:  means a facility  situated  between POPs were optical signal
-----------------   is reproduced or amplified.  Fiber Exchange may not be added
                    or dropped from that location.

RELATIONSHIP
------------
MANAGERS            means any Management person designated either by Telereunion
--------            or  Avantel   respectively,   authorized  to  negotiate  any
                    documentation related to any provision of this Agreement.

ROUTE:              means the path on which the Fiber  Exchange  will be located
------              as set forth in Exhibit A including, the Demarcation Points.

SEGMENT:            means the portion of the Fiber Provider's (as defined below)
-------             System between any two of the Fiber  Provider's  POP's which
                    are located  along the route of a Fiber  Exchange.  Within a
                    Segment  there may exist  regenerator  sites as necessary to
                    propagate the optical signal.

STRUCTURES:         means the structure supporting the fiber including,  without
-----------         limitations  poles,  conduits,  risers, and associated steel
                    works,  including without limitation lateral,  located on or
                    in easements, street licenses, and/or right of way.

SYSTEM CONNECTION:  means a fiber optic  cable or other  digital  medium,  which
------------------  connects a Telereunion POP and an Avantel POP at each end of
                    a Fiber Exchange route.

THIRD  PARTY:       means any person or entity that is not a Party, an Affiliate
-------------       Party, or a successor permitted assignee of a Party.

THIRD  PARTY
------------
CHARGES:            means any charges,  fees,  taxes and terms and conditions of
--------            service  imposed by a Party  other than the Fiber  Provider,
                    including,   but  not  limited  to,  rate   fluctuations  in
                    telephone tariffs, communications charges and access charges
                    that are imposed or enacted by access  suppliers  to a third
                    Party provider after the date of signing of this Agreement.


                                  Page 4 of 33
<PAGE>
ARTICLE  II.          FIBER  OPTIC  EXCHANGE

2.1     The  Fiber  Optic  Exchange(s) that are to be exchanged pursuant to this
Agreement  shall  from  time  to  time be specified in Exhibit A (which shall be
completed  for  each  Fiber  Exchange,  but  which shall not be effective unless
signed  by Telereunion and Avantel's respective Relationship Managers as well as
from the company's legal representative, or their successors-in-interest.)  Each
Party agrees to act as a Fiber Provider and as a Fiber Recipient, subject to the
terms  of  this  Agreement.  The  Parties  further  agree  that  only equivalent
(symmetrical)  and mutually beneficial exchanges of fiber shall be considered as
Fiber  Exchange.  (Equivalency  shall  be  determined on a case-specific basis.)
Each  Exhibit  A  shall  include  the  relevant Segment end points, Regenerators
Sites,  time periods, exchanged capacity quantities, delivery dates, equivalency
basis  statement, definition of System Connection design, delivery and financial
responsibilities,  LEC  or  Third  Party approved cross-connections or services,
collocation  space  and cost definitions needed to effect each exchange of Fiber
Exchange.

2.2     Promptly  after  the Parties have determined the scope of the work to be
performed to establish System connections and LEC cross-connections, the Parties
shall  cooperate  to  cause  such  work  to  be performed in compliance with the
procedures  set forth in the attached Exhibit B and shall share equally the cost
of  such  work,  including  the  cost  of any circuits leased from a third Party
(unless otherwise specified in writing).  Each Party shall individually bear the
cost of adding any new equipment to its POP, Regenerator Site or the fulfillment
of  collocation  space  obligations.

2.3     Upon completion of the work specified in Section 2.2 hereof, the Parties
shall  perform  an  acceptance and performance test for a duration of 2 weeks or
less based upon the specification and measurement criteria stated in the Network
Specifications  and  Operating  Standards  and  the  Protocol  of Acceptance, to
determine  that  the  relevant  Fiber Exchange is functioning properly. When the
Fiber  Recipient  has  determined  that  the  capacity  to be received meets the
Network  Specifications  and  Operating Standards and the Protocol of Acceptance
measurement  criteria,  Fiber  Recipient shall complete and deliver to the other
Party  a  Commencement/Certificate of Acceptance  in the form attached hereto as
Exhibit  G.

2.4     Fiber  Exchange  services  hereunder  do  not  include any multiplexing/
demultiplexing;  "drop  and  insert capabilities"; or the obtaining of any local
access  service  unless agreed by the Parties hereto.  Such arrangements and any
associated  costs  will  be  incorporated  into  Exhibit  A  of  this Agreement.


                                  Page 5 of 33
<PAGE>
ARTICLE  III.     OPERATION  AND  CONTROL

ARTICLE  III.     OPERATION  AND  CONTROL

3.1     Telereunion  and  Avantel or their respective designees authorized under
their respective title concessions shall control, operate and maintain their own
systems  and  shall do so in a manner consistent with the Network Specifications
and  Operating  Standards.  The  Parties shall be subject to and agree to comply
with  all  the technical and operational requirements imposed by the other Party
upon to the End-User of the Fiber Provider's System so long as such requirements
are  consistent with the Network Specifications and Operating Standards and this
Agreement.

3.2     In  the  event  Telereunion  chooses to transfer control over all or any
part  of  Telereunion's  network  assets,  unless  it  is  part  of  the merger,
acquisition or transfer of Telereunion's concession, Avantel will have the first
right  of  refusal  to  assume  financial  responsibility  of  the network fiber
capacity.  To  this  extent,  Telereunion  will  make  its best efforts to assit
Avantel,  within 60 days after the execution of this Agreement, in any financial
negotiation  with  Telereunion's  lenders.

3.3     In  the  event  that any Party decides to sell all or any portion of the
underlying Fiber Exchange asset, unless it is part of the merger, acquisition or
transfer  of  any  Party  concession, the sell shall be subject to the following
procedure:

     3.3.1 No Party may sell all or any portion of the Fiber Exchange asset to a
     Third Party without the prior written notification to the other Party.

     3.3.2 In the event a Party (the Selling  Party)  desires to sell all or any
     portion of the Fiber  Exchange  assets (the  Offered  Fiber  Exchange) to a
     Third Party,  the Selling  Party must do its best  efforts,  including  any
     legal  action,  to enforce  the Buying  Party to comply  with and honor the
     terms and conditions set forth in this Agreement.

3.4     Telereunion  agrees,  to  the  extent possible, grant the First Right of
Refusal  to Avantel in case Telereunion decides to sell all or part of the Fiber
Exchange  asset  or  the  whole Telereunion's network capacity.  To this extent,
Telereunion  will  make  its  best  efforts  to  assit  Avantel in any financial
negotiation  with  Telerunion's  lenders.

3.5     In  the  event  that any Party decides to sell all or any portion of the
underlying  Fiber  Exchange asset, or upon the occurrence of a change of control
of  any  of  the  Parties, the other Party will have the right to terminate this
Agreement  within  two  years  after  any  of  these  events  is  completed.


                                  Page 6 of 33
<PAGE>
ARTICLE  IV.     POINTS  OF  DEMARCATION

4.1     Marking.  The Demarcation Point shall be identified on Exhibit B at each
        --------
Connection  to  the  route.

4.2     Fiber  Provider  Responsibility.  Fiber  Provider shall secure rights of
        -------------------------------
way  and easements for and otherwise be responsible for the System Connection on
the  Fiber  Exchange  portion  provided  to the Fiber Recipient.  Fiber Provider
shall ensure that the System Connection provided to the Fiber Recipient shall be
designed  in  a  manner  that  is consistent with the Network Specifications and
Operation  Standards,  and  will  not conflict physically or otherwise interfere
with  joint  users  of  the Fiber, Fiber Exchange accessories, structures or any
other  property  needed in the installation, construction, maintenance or use of
the  Fiber.  Fiber Provider shall also obtain any government approvals necessary
for  the  installation, maintenance, and ownership of Equipment installed and/or
used  on  the  side  of  the  Demarcation  Point.

ARTICLE  V.     MAINTENANCE

5.1     Fiber Provider's Obligations.  Fiber Provider shall, at its own expense,
        -----------------------------
maintain  and repair, or cause to be maintained and repaired, the Fiber Exchange
provided  to  the  Fiber  Recipient,  including  emergency  repairs, pursuant to
Exhibit  I  Maintenance  Specifications.  Fiber Provider reserves the right, but
not  the  obligation,  to  perform  such  maintenance  with  its  own  crews  or
contractors,  or  those of its Affiliates.  Fiber Recipient shall have the right
to  have  a  representative  available,  at Fiber Recipient's expense, to assist
Fiber  Provider  in  any maintenance or repair of the Fiber Exchange provided to
the  Fiber  Recipient.  At all times during this Agreement, Fiber Provider shall
take all necessary steps to ensure that the Fiber Exchange provided to the Fiber
Recipient  operate  in  a  manner consistent with the Network Specifications and
Operation  Standards.  It  is  Fiber  Provider's  intention,  and Fiber Provider
represents  and  warrants,  that maintenance work performed by Fiber Provider on
the  Fiber  Exchange provided to the Fiber Recipient will not normally result in
interruptions or defects. If Fiber Provider's routine maintenance is of the sort
that  it  could  jeopardize  any  Fiber  Recipient's  use  of the Fiber Exchange
provided by the Fiber Provider or require the interruption of all or any portion
of  the  use,  Fiber  Provider  shall  so  notify Fiber Recipient in writing via
facsimile  or  e-mail  at  least  sixty  (60)  days  before  such  interruption.

5.2     Periodic  Inspection.  Subject  to  the  limitations on access specified
        ---------------------
below,  Fiber  Provider  shall  have  the  right  to  make  reasonable  Periodic
Inspections  of  Fiber  Recipient's  operations  occupying  or  affecting  Fiber
Provider's  or its Affiliates' property.  Such Periodic Inspections shall be for
the  sole  purpose  of  facilitating  Fiber  Provider's  maintenance obligations
hereunder,  and  Fiber  Provider  shall  not  have  access  to  any  property or
information  which  Fiber  Recipient  in its sole discretion deems irrelevant to
such maintenance obligations.  Fiber Provider will give Fiber Recipient at least
sixty (60) advance written notice of any periodic inspections.  A representative
of Fiber Recipient may accompany Fiber Provider's representative on all Periodic
Inspections,  at  Fiber  Provider's expense.  Such inspections shall be at Fiber
Provider's  expense.


                                  Page 7 of 33
<PAGE>
5.3     Fifteen  (15)  calendar days prior notification to the Service Recipient
is required for normal routine maintenance scheduled by the Service Provider for
its  System if such maintenance will produce an outage on the Capacity Exchange.
Both  parties  will  use  their  reasonable  efforts  to  accommodate reasonable
requests  and to schedule a mutually acceptable interval in which normal routine
maintenance  may  be  performed.

5.4     Fiber  Recipient's  Obligations.  Fiber  Recipient  shall  be  solely
        --------------------------------
responsible  for  all aspects of the operation of the Fiber Recipient System and
the  operation  and  maintenance of the Fiber Recipient System, Connections, and
Equipment.

5.5     Emergency  Maintenance.  Fiber  Provider  shall  give Fiber Recipient as
        -----------------------
much  advance  notice  of emergency maintenance as is practically and reasonably
possible  under  the  circumstances.  For  purposes  of this section, "emergency
maintenance" is defined as maintenance not reasonably anticipated or preventable
by  Fiber Provider, but reasonably necessary to restore lost or disrupted use of
the  Fiber  Exchange  provided  to  the  Fiber  Recipient.

ARTICLE  VI.     ACCESS  TO  SITE

6.1     Access  by  Fiber  Recipient.  Fiber  Provider  agrees,  upon reasonable
        -----------------------------
request  to  allow Fiber Recipient's representative direct ingress and egress to
Fiber  Provider's  property  or  the property on which Fiber Provider has placed
Fiber  Exchange  provided  by  Fiber  Provider,  in  connection herewith for the
purpose  of  facilitating  the  purposes  of this Agreement, and to permit Fiber
Recipient to be on Fiber Provider's premises at such times as may be required to
test,  repair  and  conduct  emergency repairs to the Fiber Exchange provided to
Fiber  Recipient,  as  specified  above, or to observe Fiber Provider's testing,
maintenance and repair of the Fiber, Fiber Exchange accessories, Structures, and
other  facilities and equipment.  Employees and agents of Fiber Recipient shall,
while  on the premises of Fiber Provider, comply with all rules and regulations,
including,  without  limitation,  security  requirements, and, where required by
government  regulations,  receipt  of  satisfactory  governmental  clearances.

6.2     Access  by  Fiber  Provider.
        ---------------------------

(a)  In no event shall Fiber  Provider be  permitted  access to the  property of
     Fiber  Recipient or its Affiliates  without prior notice to Fiber Recipient
     and agreement to a mutually acceptable time.

(b)  Fiber Provider  shall at all times perform its work in accordance  with the
     applicable  provisions of local, state and federal  occupational safety and
     health laws.  Fiber  Recipient  shall have the  authority to suspend  Fiber
     Provider's work or operations in and around Fiber Recipient's  property if,
     in the sole judgment of Fiber Recipient,  at any time hazardous  conditions
     arise or any unsafe  practices are being  followed by Fiber  Provider,  its
     employees,  agents or contractors  and Fiber Provider fails to correct such
     conditions.  The  presence  of Fiber  Recipient's  authorized  employee  or
     agent(s) shall not relieve Fiber Provider of its  responsibility to conduct
     all of its work  operations in and around Fiber  Recipient's  property in a
     safe  and  workmanlike  manner,  and  in  accordance  with  the  terms  and
     conditions of this Agreement.


                                  Page 8 of 33
<PAGE>
ARTICLE  VII.     INTERRUPTIONS

7.1     Upon  receipt  of  telephonic  notice  (to the trouble reporting numbers
detailed  in  the  Exhibit  F) that the Fiber Exchange provided hereunder on any
Segment  is  not  operating  in  compliance  with the Network Specifications and
Operating  Standards  and  the measurement criteria indicated in the Protocol of
Acceptance,  the  Parties  agree to work cooperatively and with due diligence to
locate  the problem and restore the service within two (2) hours after the point
of  failure  is  exposed  and  fibers  are  ready  to  be  spliced.

7.2      If  the system Connection is not brought into compliance within two (2)
hours,  then  the  repair  needs shall be escalated to the Parties designated in
Exhibit  F, Contact/ Escalation List.  Restoration of the Fiber Exchange service
will  be considered closed, whenever the Fiber Recipient is able to send a fiber
signal  between  nodes  that  were  malfunctioning,  according  to  the  Network
Specifications and Operating Standards and the measurement criteria as indicated
in  the  Protocol  of  Acceptance  certified  by  both  parties.

7.3     Regardless  of the foregoing, if a system is not brought into compliance
with  the Network Specifications and Operating Standards within eight (8) hours,
the Fiber Recipient may at its option charge the Fiber Provider a service charge
for  each  non-compliance  Fiber  Exchange,  measured from the telephonic notice
until  the  malfunction  has been repaired, and calculated at the rate US$10,000
per hour. When the Segment has been repaired by the Fiber Provider, a mutual end
to  end performance test will be completed to ensure the Segment is operating in
compliance  with  the  Network  Specifications  and  Operating  Standards and an
Exhibit  G  form shall be executed by the Fiber Provider and signed by the Fiber
Recipient.  In  case  the  interruption  is  attributed to the System Connection
located  in  CFE  facilities, or to the facilities of any other Third Party, the
eight  (8)  hour term will begin at the time CFE or the Third Party gives access
to  Avantel's  and  Telereunion's  personnel  to  such  facilities.


7.4     If  the  Fiber  Exchange  has  repeatedly  malfunctioned an unreasonable
number  of  times, the Fiber Recipient of the Segment may elect to terminate its
use. In this case, the Fiber Provider will be required to discontinue the use of
the  corresponding  Fiber  Exchange  or  at  its  option purchase from the Fiber
Recipient  at 1.2 times the market effective rate for a like fiber capacity on a
monthly  lease basis. The Fiber Recipient must provide this leased service for a
minimum  period  of  6  months.

7.5      In  the case Fiber Provider cannot restore the service within 24 hours,
the  Fiber  Recipient may at its own cost, take any and all necessary actions to
put  the  Fiber Exchange back into service.  The Fiber Provider must be notified
in writing of the intent to exercise these corrective actions.  This notice will
be provided in writing to the Fiber Provider network operations center available
on  a  7x24  hour  basis  as  set  forth  in  Exhibit  "E".


                                  Page 9 of 33
<PAGE>
7.4     A current list of contact numbers and escalation contacts is attached as
Exhibit  F.  Any  material  updates of this list shall be provided in writing to
the  other  Party.

ARTICLE  VIII.     ROUTE  CHANGES

8.1     In  the  case Telereunion or Avantel substitutes, changes, eliminates or
rearranges  any  of  its  facilities  which  it  owns  in  providing the service
hereunder,  including,  but  not  limited  to,  the  substitution  of  different
equipment  or  facilities,  the  changing  of  operating  or  maintenance
characteristics  of facilities, or the changing of its operations or procedures,
such  substitution,  change, elimination or rearrangement by one Party shall not
cause  such Party's system to fail to comply with the Network Specifications and
Operating  Standards,  or will require any change to the other Party's system to
continue  with the provision of the service hereunder.  Notwithstanding any such
change, such Party shall continue to provide the other Party with the same Fiber
Exchange  as  was  provided  prior  to  the change, substitution, elimination or
rearrangement.  Such  Party initiating the change/rearrangement shall assume all
costs  associated,  if  it's  the  case,  with disconnecting or reconnecting the
Party's  system  in  the  event  such  Party substitutes, changes, eliminates or
rearranges  any  facilities  used  in  providing  service  under this Agreement.
However,  neither  Party  shall  change  out  the  System Connection facilities,
electronics,  or  physical  routing of Fiber Exchange with prior notification to
the  other  Party.  The  notification shall detail the specifics of the proposed
change.  Neither  Party  shall  change  the  physical  routing of Fiber Exchange
without  the  prior  written  consent  of  the  other  Party. The consent may be
withheld  in  the  sole  discretion  of the Fiber Recipient if such change would
result  in  the  loss  of  physical  diversity  by  the  Fiber  Recipient.8.1

8.2     The characteristics and methods of operation of the circuits, facilities
or  the  equipment  provided  by  the  Parties  under  this Agreement, shall not
interfere  with  or impair the service over the facilities of the other Party or
its  Affiliates,  cause  damage  to  their  plant,  impair  the  privacy  of any
communications  carried  over  their  facilities  or  create  hazards  to  their
employees,  agents  or  the  public.

8.3     Access  to  New  Additions.  Fiber  Provider  in its sole discretion may
        ---------------------------
construct  one  or  more  extensions  to  its  Backbone Network and may offer to
provide  Fiber  Recipient  additional  fibers  for  its  use  as Fiber Exchange,
consistent  with  the  terms of this Agreement.  If Fiber Recipient seeks to use
such additional fibers, Fiber Recipient may submit to Fiber Provider a completed
form  as  specified  in  Exhibit  H.  Request  for  Route  Change, with proposed
revisions  to  Exhibit A, and Fiber Provider shall not unreasonably withhold its
acceptance  of  the  Request  for  Route  Change.


                                  Page 10 of 33
<PAGE>
(a)  Upon  acceptance of the Request for Route Change by Fiber  Provider,  Fiber
     Provider  will  undertake  to extend  the Fiber  Recipient  fibers to Fiber
     Recipient's  sites  or new  sites  in  accordance  with  the  terms of this
     Agreement.  Fiber Provider and Fiber Recipient shall cooperate in providing
     access to such sites so as to minimize any interference with the use of the
     Fiber Recipient System, the Fiber Exchange,  and Structures,  to the extent
     reasonably possible, by either Party and to avoid conflicting physically or
     otherwise  interfering  with  joint  users  of the  Fiber  Exchange,  Fiber
     Exchange  accessories,  Structures  or any  other  property  needed  in the
     installation,  construction,  maintenance or use of the Fiber Exchange. Any
     such   relocation,   replacement,   or  rebuilding  shall  be  accomplished
     consistently with the Network  Specifications  and Operation  Standards and
     the Protocol of Acceptance.

(b)  Upon acceptance of the Request for Route Change by Fiber Provider,  Exhibit
     B shall be revised to reflect the new  Demarcation  Points and Route,  and,
     subject to the terms mutually agreed upon by the Parties in the Request for
     Route  Change,  the terms of this  Agreement  shall  apply to such  revised
     Route.

8.4     If  Telerunion  decides  to expand its fiber network buildout, they will
build  the  first  300  Kilometers in the cities not on the Avantel network.  On
these  new routes, Avantel will receive 4 fiber up to 300 kilometers of route as
part  of  this  initial  exchange.

8.5       Relocation,  Replacement,  Removal  or  Rebuild  of  Fiber  Exchange
          --------------------------------------------------------------------

(a)  In the event that Fiber  Recipient  requests  relocation,  replacement,  or
     rebuild of the portion of the Fiber Exchange,  Fiber Recipient shall submit
     to Fiber Provider a completed form as specified in Exhibit [H], Request for
     Route Change,  to request an acceptable new location,  and Fiber  Recipient
     shall  Exchange  Fiber with or pay Fiber  Provider  its actual costs of any
     such work, provided such costs are agreed to in advance and are reasonable.
     Fiber  Provider and Fiber  Recipient  shall  cooperate in  performing  such
     relocation,  replacement,  or rebuilds so as to minimize  any  interference
     with  the use of the  Fiber  Recipient  System,  the  Fiber  Exchange,  and
     Structures, to the extent reasonably possible, by either Party and to avoid
     conflicting  physically  or otherwise  interfering  with joint users of the
     Fiber  Exchange,  Fiber  Exchange  accessories,  Structures  or  any  other
     property needed in the  installation,  construction,  maintenance or use of
     the  Fiber.  Any such  relocation,  replacement,  or  rebuilding,  shall be
     accomplished  consistently  with the Network  Specifications  and Operation
     Standards and the Protocol of Acceptance.

(b)  In the event  that  during the Term of this  Agreement  Fiber  Provider  is
     required by public  authorities,  or lawful order or decree of a regulatory
     agency or court to relocate, replace, remove or rebuild all or a portion of
     the Fiber  Exchange  provided to the Fiber  Recipient  the cost of any such
     work including the costs of relocation of Equipment and new  Connections to
     the  Fiber  Exchange,  shall be shared on a Pro Rata  basis  between  Fiber
     Recipient and Fiber Provider. If the relocation,  replacement,  removal, or
     rebuilding  of the Fiber  Exchange is requested or caused by a party who is
     not a public  authority,  agency or court,  Fiber Provider shall attempt to
     obtain reimbursement of Fiber Provider's costs from said Third party. Fiber
     Provider and Fiber Recipient shall cooperate in performing such relocation,
     replacement, removal, or rebuilding so as to minimize any interference with
     the use of the  Fiber  Exchange  provided  to Fiber  Recipient,  the  Fiber
     Exchange and Structures,  to the extent reasonably  possible,  and to avoid
     conflicting  physically  or otherwise  interfering  with joint users of the
     Fiber  Exchange,  Fiber  Exchange  accessories,  Structures  or  any  other
     property needed in the  installation,  construction,  maintenance or use of
     the Fiber. Any such relocation,  replacement,  removal, or rebuilding shall
     be accomplished  consistently with the Network  Specification and Operation
     Standards and the Protocol of Acceptance.


                                  Page 11 of 33
<PAGE>
ARTICLE  IX.              INSURANCE

Throughout  the term of this Agreement, Avantel and Telereunion shall insure the
portions  of  fiber to be exchanged, against such risks and for such amounts and
subject  to  such deductibles as is customary in the telecommunications industry
and  is  reasonably  acceptable  to  both  Parties.

ARTICLE  X.          PRICING  STRUCTURE

10.1     As  specified  herein, this Agreement contemplates that Telereunion and
Avantel  each,  as  a  Fiber  Provider,  shall  make available to the other, and
Telereunion and Avantel each, as a Fiber Recipient, shall be entitled to receive
and  use  the Fiber Exchange specified in Exhibit A hereto.  Accordingly, except
as  provided  in  Section  7.1 hereof, neither Party, as a Fiber Provider, shall
assess  the  other, as a Fiber Recipient, a charge or fee for any Fiber Exchange
used  by  a  Fiber  Recipient  pursuant  to this Agreement. There may be charges
associated  with  excess swap units, as specified in the swap Exhibit B.  Unless
mutually  agreed  upon,  there  will  be  no  charges  for  floor  space, power,
maintenance,  or  environmental  conditioning  expenses  associated  with System
Connections.  Responsibility  for  costs  associated  with  any  future  System
Connections  will be defined and agreed between Telereunion and Avantel prior to
installation  of any such System Connection.  Neither Party shall be responsible
for  charges  not  mutually  agreed  to  in  writing, in advance, by such Party.

10.2     All  the  agreed-to amounts invoiced under this Agreement shall be paid
within  thirty (30) business days after the date of receipt of the invoice. If a
Party  shall dispute in good faith the amount of any such invoice, the disputing
Party  shall  pay  the  portion which is not being disputed in such invoice. The
disputed  portion  of  the  invoice  must  be  attached  together with a written
explanation of the reasons for the dispute. A Late Payment Charge of the Mexican
Inter  Bank  rate  plus  5%  may  be  imposed  on  undisputed  past due amounts.

ARTICLE  XI.          OWNERSHIP  AND  TAXES

11.1     Each  Fiber  Provider  will at all times have title of ownership to the
fiber,  Fiber  Exchange  accessories,  any  property installed or constructed on
Structures,  and  Structures  that  are  a part of its network while, each Fiber
Recipient  shall  be  deemed to have an indefeasible right of use of such assets
needed  to  make  use of the Fiber Exchange while this Agreement is valid. By no
means,  this  Agreement  shall  constitute  an  encumbrance  of  the  assets
abovementioned.


                                  Page 12 of 33
<PAGE>
11.2     Income  Taxes.  Each  Party  will  be  responsible  for  paying its own
         -------------
existing or future Federal, state and local income, franchise and/or the similar
existing  or  future  taxes  imposed  on  business  activities  or  entities.

11.3     Sales  Taxes.  Telereunion and Avantel agree that Fiber Recipient shall
         ------------
pay for all sales, use and excise taxes, if any, related to the service provided
under  this Agreement and any other taxes which are by the terms of the relevant
statute  or  ordinance  imposed  upon the entity receiving the services provided
under  this  Agreement;  provided that, where permitted, the Fiber Recipient may
provide  sale  or  resale  exemption  certificates to the Fiber Provider.  In no
case,  shall  a  Fiber Recipient be responsible for any income taxes levied upon
the Fiber Provider's income, including any gross receipts taxes assessed in lieu
of income or property taxes; provided that, if the terms of the relevant statute
or  ordinance  imposes  such tax upon the person receiving the services provided
under  this  Agreement,  then  the Fiber Recipient shall be liable for such tax.
Anything  to  the  contrary  in  this  Paragraph  11.3  notwithstanding,  either
Telereunion  or  Avantel  shall  be  entitled  to  protest  and/or  contest  by
appropriate  proceedings  any  such  tax  for  which it may be liable hereunder;
provided,  however,  if  either  Party  shall pursue any such protest and/or the
other  Party  suffers  or incurs damages as a result thereof, THE PARTY PURSUING
THE  PROTEST  SHALL  INDEMNIFY THE OTHER PARTY AGAINST ANY SUCH RELATED DAMAGES,
CLAIMS  OR  JUDGMENTS,  INCLUDING, WITHOUT LIMITATION, ANY LIENS OR ATTACHMENTS.

11.4     Property  and  Other  Taxes  and  Fees.  Fiber  Provider  shall pay all
         --------------------------------------
existing  or  future  federal,  state  or  local excise, ad valorem, property or
similar  taxes  or any similar fees such as license fees or user fees imposed on
Fiber  Provider  or  its  Affiliates,  which are attributable to the presence of
fiber,  including  Fiber  Exchange  provided  to Fiber Recipient, Fiber Exchange
accessories,  or  Equipment on Structures or the construction on new Structures.

11.5     Levy. Fiber Provider agrees that Fiber Provider will properly remit all
         ----
tax  payments  in  a  timely  manner  to  the  applicable  taxing authorities or
governmental  agencies  and  will  not  cause  the  Fiber Exchange to be levied,
attached, or otherwise encumbered by any taxing authority or governmental agency
through  any  failure  to  remit  such  payments.

ARTICLE  XII.        GOVERMENT  APPROVALS,  PERMITS,  AND  CONSENTS

12.1     In executing this Agreement Avantel and Telereunion represent that they
will  obtained  all  approvals  and consents, if necessary, that may be required
from  all  federal,  state,  and local government authorities having appropriate
jurisdiction  regarding  the Fiber Exchange between the Parties, and the Parties
ownership, installation, maintenance, or replacement of the facilities necessary
to  provide  such  Fiber  Exchange  between  Avantel  and  Telereunion.


                                  Page 13 of 33
<PAGE>
12.2     Notwithstanding  the  foregoing,  if  Fiber Provider is prohibited from
furnishing  the Fiber Exchange provided for in this Agreement or if any material
rate or term contained herein is substantially changed to the detriment of Fiber
Recipient  by  ruling,  regulation,  statute,  or  order of the highest court of
competent jurisdiction to which the matter is appealed, then Fiber Recipient and
Fiber Provider will work together in good faith to resolve or modify any rate or
term  to  comply  with  the  new  rules  or  regulations.

12.3     Fiber  Provider  shall  indemnify  Fiber  Recipient,  its  employees,
officers,  agents  and  assigns  for  any  liability, claims or compliance costs
arising  out  of  any  material  breach  of  the  foregoing  representations.

ARTICLE  XIII.     LIENS

13.1     Neither  Party  shall in any way encumber or cause to be encumbered the
Fiber  Exchange,  without  the  prior  notice  and  consent  of the other Party.

13.2     If,  notwithstanding  the above, any property of Fiber Recipient or its
Affiliates  becomes  encumbered  by  any  unauthorized  liens,  claims, or other
encumbrance as a result of any act or omission of Fiber Provider, Fiber Provider
shall  to  the  fullest  extent  permitted  by law take all actions necessary to
remove  such encumbrances from Fiber Provider's and its Affiliates property.  If
the property of Fiber Recipient or its Affiliates becomes encumbered as a result
of  the acts or omission of Fiber Provider, Fiber Provider shall, in addition to
all other available legal, equitable, and administrative rights or remedies, (i)
discharge the encumbrance as soon as possible, but not later than (30) days; and
(ii)  indemnify  and  hold harmless Fiber Recipient and its Affiliates and their
officers,  directors,  employees,  agents,  servants,  and  assigns  from  said
encumbrance.

ARTICLE  XIV.          INDEMNITY

14.1     Telereunion and Avantel (the "Indemnitor") shall, to the fullest extent
permitted by law, to indemnify, defend, protect and hold harmless Telereunion or
Avantel,  as  the  case  may  be,  (the  "Indemnitee"), its employees, officers,
directors  and  agents,  from  and  against  any liability for any injury to any
person  (including death) or any loss or damage to any property or facilities of
any  entity (including that of the Indemnitee or any other Party) arising out of
or resulting in any way from the acts or omissions, negligent or intentional, of
the  Indemnitor,  its  officers,  employees,  servants,  affiliates,  agents  or
contractors.

14.2     Telereunion and Avantel (the "Indemnitor") shall, to the fullest extent
permitted  by  law,  assume,  protect,  defend, indemnify, and save harmless the
other  (the  "Indemnitee"),  its directors, officers, employees, and agents from
and  against any and all claims or suits of any kind whatsoever, and any and all
attendant  expense, including attorney's fees and court costs for libel, slander
or  invasion  of privacy, or based on the infringement or violation of the right
of  any  person under any patent, trademark, trade secret, or copyright, arising
out of, occurring in, or in connection with, the manufacture, sale, combining or
use  of  any  equipment or materials used by the Indemnitor in providing service
pursuant  to  this  Agreement.


                                  Page 14 of 33
<PAGE>
14.3     Telereunion and Avantel (the "Indemnitor") shall, to the fullest extent
permitted  by  law,  indemnify,  defend  and  hold harmless the other Party (the
"Indemnitee"),  its  employees,  officers, directors and agents from and against
any  and  all  losses,  liabilities,  damages  and  expenses  (including without
limitation  costs  of  judgment  and attorney's fees) arising from or related to
claims, actions or proceedings of the Indemnitor's customers or the Indemnitor's
End Users for errors, omissions, delays or interruptions in the service provided
under this Agreement, and all other claims arising out of any act or omission of
the Indemnitor or any End User of the Indemnitor in the course of using services
provided  pursuant  to  this  Agreement.

14.4     The  indemnification  obligations  of this Article IV shall survive the
termination  and/or  expiration of this Agreement for one (1) year for any claim
or  action,  which  accrues  during  the  term  of  this  Agreement.

ARTICLE  XV.      BREACH

15.1    Definition.    If  Avantel or Telereunion shall fail to perform (whether
        ----------
any  such  failure  shall  arise  as  the result of the voluntary or involuntary
action  or  inaction  of  such  Party),  in  any  material  respect,  any of its
obligations  set  forth  in  this  Agreement,  including  without limitation any
violation  of  law (which is material and which adversely affects either Party's
obligations  under  the  Agreement),  and  such  failure  is  not excused by any
provision  of  this  Agreement and continues un-remedied for a period of 30 days
following  written notice from the non-breaching Party or such shorter period as
may  apply under law (the "Cure Period"), then such failure shall, upon and from
the expiration of the Cure Period, constitute a "Breach".  Such Breach shall not
be  deemed  to occur where Breach is directly or primarily caused by the actions
of  another  Party.

15.2     Consequences  and Remedies.   In the event Avantel or Telereunion is in
         --------------------------
Breach,  Avantel  or  Telereunion  shall  have  the  right,  after  providing
Avantel/Telereunion with written notice and without prejudice to any other right
the Parties may have, to exercise all or any of the following remedies, provided
that  such  remedies  may  not  be exercised earlier than 20 (twenty) days after
Avantel/Telereunion receives such written notice, and provided further that with
respect  to  (b),  such  remedy  may not be exercised if Avantel/Telereunion has
either  remedied  the  default  within  such  20  (twenty) day period or, if the
default  is  not capable of being remedied within such time, Avantel/Telereunion
has  commenced to remedy the default within such time and is diligently pursuing
efforts  to  effect  such  a  remedy,  including submittal of a remediation plan
reasonably  acceptable  to  Avantel/Telereunion for its review and approval: (a)
suspend  any  obligation  in  whole  or  in  part under this Agreement until the
default  has  been  remedied  and/or (b) terminate the Agreement with no further
obligations  or  liability  to  then  Parties  hereunder  and  collect  from the
breaching Party a penalty of US$10,000,000 (ten million dollars, currency of the
United  States  of  America).


                                  Page 15 of 33
<PAGE>
15.3     Limitation  of  Liability.   Neither Party shall be liable to the other
         -------------------------
for  any  indirect,  special, punitive, or consequential damages, or any lost of
business  damages  in  the nature of lost revenues or profits arising under this
Article  or  arising  out  of  any  act or omission of its respective employees,
agents  or  contractors.  NOTHING IN THIS SECTION SHALL MAKE EITHER PARTY LIABLE
TO  THE  CUSTOMERS OR CONTRACTORS OF THE OTHER PARTY FOR ANY DAMAGES, WHETHER IN
CONTRACT,  TORT,  OR  OTHERWISE  FOR  ANY  OF  THE  PARTIES'  ACTS  OR OMISSIONS
ASSOCIATED  WITH  THIS  AGREEMENT.

ARTICLE  XVI.          TERM

16.1     The  initial  term  of  this  Agreement  shall  be  fifteen  (15) years
commencing  when the Parties' Fiber Exchange (as defined herein) have been fully
installed  and  tested and each Party has completed and delivered to the other a
Commencement/Acceptance  Notice  in  the  form of Exhibit F hereto (the "Service
Acceptance Date").  Neither Party may commence revenue-generating use of a Fiber
Exchange received by it until the other Party accepts the Fiber Exchange that it
provides  in  return.

16.2     The  term  of  service  for individual Exchanges may be modified upon a
mutual  written  agreement.  Any  Party shall have the right to request to renew
this  Agreement  upon  giving  notice  thereof; to the other Party not less than
three  hundred sixty five (365) days prior to the expiration of the initial term
hereof.  Upon  agreement by both Parties this Agreement shall be extended for an
additional  ten  [10]  year  term.

ARTICLE  XVII.          FORCE  MAJEURE

17.1     Neither  Party  shall be liable for any breach of this Agreement due to
any  cause  beyond  its  reasonable control ("Force Majeure") including, without
limitation,  any  act  of  God,  insurrection or civil disorder, war or military
operation,  national or local emergency, acts or omissions of government highway
authority  or  other  competent  authority,  compliance  with  any  statutory or
executive  order,  industrial disputes of any kind (whether or not involving any
Party's  employees),  fire, lightning, explosion, flood, earthquake, subsidence,
weather  of  exceptional  severity, acts or omissions of persons or entities for
whom  or  for  which  neither Party is responsible including without limitations
others  Mexican  Public  Telecommunications  Operators in their capacity as such
provided  that  a  Party  shall  be excused from liability under this Article VI
during the tendency of a Force Majeure event. Avantel and Telereunion shall have
the  right  to  deem  as  an  event  of Force Majeure any failure by Avantel and
Telereunion  respectively  to  provide  to  the  other  and  its  personnel  any
information  necessary  to  the  performance  of  its  obligations  under  this
Agreement.


                                  Page 16 of 33
<PAGE>
17.2     Telereunion  or  Avantel  shall  promptly  notify  the  other  of  the
occurrence  of any Force Majeure event which has caused or is likely to cause it
to  fail  to  perform  its  obligations  under  this  Agreement

ARTICLE  XVIII          RESOLUTION  OF  DISPUTES

18.1     Any dispute arising out of or relating to this Agreement, including the
breach  thereof,  between  the  Parties,  which  is  not  settled  to the mutual
satisfaction  of  such Parties within 30 (thirty) days (or such longer period as
may  be  mutually agreed upon) from the date that either Party informs the other
in  writing that such a dispute or disagreement exists (the "Settlement Period")
shall be settled by arbitration in accordance with the Rules of Conciliation and
Arbitration  of the International Chamber of Commerce ("ICC Rules"), as modified
by this Agreement.  The arbitration shall be carried out by a panel of 3 (three)
arbitrators who shall be fluent in Spanish and English, one (1) to be designated
by  Avantel,  one  (1)  to be designated by Telereunion, and the third one to be
designated by the two Party-appointed arbitrators; provided, however, that if no
agreement  is reached between the Party-appointed arbitrators within a period 15
(fifteen)  days  of the date the last Party-appointed arbitrator was designated,
the  third  arbitrator shall be designated in accordance with the ICC Rules. The
Parties  shall  have  a period of 15 (fifteen) days from the date the Settlement
Period  has  expired  to  designate  their  respective  arbitrators.

18.2     Any  such arbitration shall be conducted in English and the location of
the  arbitration  hearings  shall  be  Mexico City, Federal District, or another
location mutually agreed upon by the Parties. The final award of the arbitration
panel  shall  be  final  and  binding  upon Avantel and Telereunion. The cost of
arbitration,  including  the fees and expenses of the arbitrators shall be borne
equally  by  the  Parties  unless  the  arbitration  award  provides  otherwise.

18.3     The  arbitration  award  may  be confirmed and enforced in any court of
competent  jurisdiction and the Parties specifically agree that confirmation and
enforcement  of  an  award  shall  be  governed  by  the  U.N. Convention on the
Recognition and Enforcement of Foreign Arbitral Awards and/or the Inter-American
Convention  on  International  Commercial  Arbitration  of  1975

ARTICLE  XIX.          CONFIDENTIALITY

19.1     All  technical information, specifications, drawings, documentation and
know-how  of  every  kind  and description identified as confidential and marked
with  an  appropriate legend or, if oral confirmed in writing within twenty (20)
calendar  days,  which  is  disclosed  by  either  Party to the other under this
Agreement  ("Confidential Information"), except, insofar as it may be previously
known  or  insofar  as  it may be in the public domain or be established to have
been  independently  developed and so documented by the other Party, or obtained
by  the  other  Party  from  any  person  not  in  breach of any confidentiality
obligations to the disclosing Party, is the exclusive property of the disclosing
Party,  and the other Party, except as specifically authorized in writing by the
disclosing  Party,  or  as  permitted  hereunder,  shall  (a)  not  reproduce
Confidential  Information  except  to  the  extent  reasonably  required for the
performance  of this Agreement, not divulge Confidential Information in whole or
in  part  to  any  third  Parties, and (b) use Confidential Information only for
purposes  necessary  for the performance of this Agreement or as may be required
to  the  performance  of  this  Agreement.  This  obligation  shall  survive the
termination  of  this  Agreement.  Each  Party  shall  disclose  Confidential
Information  only to those of its employees, subcontractors and agents who shall
have  a  "need  to know" the Confidential Information for the purposes described
herein  after first making such employees, subcontractors or agents aware of the
confidentiality  obligations  set  forth  above.


                                  Page 17 of 33
<PAGE>
19.2     The  Parties  shall  not  make  news  releases,  publicize  or  issue
advertising  pertaining  to  the  Agreement, without first obtaining the written
approval  of  each  other.

19.3     The  Parties  agree not to use the Avantel/Telereunion trademarked logo
or  any  other  intellectual  property  of  the Parties, without first obtaining
written  permission  from  each  other.

19.4     Neither  Party shall disclose to any third Party during this Agreement,
or  during the three (3) year period thereafter, any of the terms and conditions
set  forth  in this Agreement unless such disclosure is lawfully required by any
federal governmental agency both in the United States and Mexico or is otherwise
required  to  be  disclosed by law, including United States Securities Law or is
necessary  in  any  proceeding  establishing  rights  and obligations under this
Agreement;  provided  that, prior to such disclosure, the disclosing Party shall
notify in writing to the other Party that such request has been made and, to the
extent  reasonably practicable, shall afford the other Party the opportunity (at
the other Party's expense) to interpose an objection or to take action to ensure
confidential  handling  of  the  confidential  information  in  the  event  that
disclosure is lawfully required.  This Agreement and all network test results or
other  system  performance  information  shall  be  considered  proprietary  and
confidential  whether  or  not  marked  as  such.

ARTICLE  XX.          RELATIONSHIP  OF  PARTIES

The  relationship between the Parties shall not be that of partners or agents or
joint  ventures for one another and nothing contained in this Agreement shall be
deemed  to  constitute  a  partnership  or  agency agreement between them.  Each
Party,  in  performing any of its obligations hereunder, shall be an independent
contractor  and  shall  discharge  its  contractual obligations at its own risk.


ARTICLE  XXI.          GOVERNING  LAW

This  Agreement,  and  all  questions  concerning  the  execution,  validity  or
invalidity,  capacity  of  the  Parties,  and  performance  or  breach  of  this
Agreement, shall be governed by and construed in all respects, without regard to
principles  of  conflict  of  laws,  in  accordance  with  the  laws  of Mexico.


                                  Page 18 of 33
<PAGE>
ARTICLE  XXII.          GENERAL  PROVISIONS

22.1     Assignment.   This  Agreement  shall be binding on both Telereunion and
         ----------
Avantel  and  its  respective  successors and assigns. Neither Party will assign
this  Agreement  without  the  prior written consent of the other, except if the
assignment  is  given  to  an  Affiliate,  in  case  the  consent  shall  not be
unreasonably  withheld.

22.2     Waiver.  No  waiver  of any provision of this Agreement in any instance
         ------
shall  constitute  a  waiver  of any other provision of this Agreement or of the
same provision in any other instance, and waiver of a breach of any provision of
this  Agreement  shall  not  constitute  a  waiver  of  any other breach of such
provision  or  breach  of  any  other  provision  of  this  Agreement.

22.3     Neither  company  share  swap or exchange fiber, waveguides or STM1s on
the  initial  4  fibers  with  any  other  company  for any reason.  Beyond this
restriction of use, there shall exist no other conditions or restrictions of use
of  fiber,  including  the sell of transmission of capacity to a Third Party, as
long as it is used in compliance with all laws and regulations of the Country of
Mexico  and  within  the  authorized  scope  the  respective carrier concession.

22.4     No  Third  Party  Beneficiaries.  Nothing  contained  in this Agreement
         -------------------------------
either  intentionally  or  unintentionally creates any rights or entitlements in
any  Party  not  a  signatory  to  this  Agreement,  including affiliates of the
Parties,  or  any  other  Party claiming to be a third Party beneficiary hereto.

22.5     Entire  Agreement.  This  Agreement  constitutes  the  entire agreement
         -----------------
between  the  Parties  with  respect  to its subject matter, and as to all other
representations,  understandings  or  agreements  which  are not fully expressed
herein.  No  amendment  to  this  Agreement shall be valid unless in writing and
signed  by  both  Parties.

22.6     Terminology.  Words  having well-known technical or trade meaning shall
         -----------
be  so construed.  All listings of items shall not be taken to be exclusive, but
shall include other items, whether similar or dissimilar to those listed, as the
context  reasonably  requires.

22.7     Cumulative  Remedies.  Except  as set forth to the contrary herein, any
         --------------------
right or remedy of either Party shall be cumulative and without prejudice to any
other  right  or  remedy,  whether  contained  herein  or  not.

22.8     Headings.  All  headings  used herein are for index and reference only,
         --------
and  are  not  to  be  given  substantive  effect.


                                  Page 19 of 33
<PAGE>
22.9     Additional Actions and Documents.     Each of the Parties hereby agrees
         --------------------------------
to  take  or  cause  to  be taken such further actions, to execute, acknowledge,
deliver  and  file  or  cause to be executed, acknowledged, delivered and filed,
such  further  documents  and instruments, and to use its best efforts to obtain
such consents, as may be necessary or as may be reasonably requested in order to
fully  effectuate  the purposes, terms and conditions of this Agreement, whether
at  or  after  the  execution  of  this  Agreement.

22.10     Prior  Agreements;  Modifications.     This Agreement and the Exhibits
          ---------------------------------
hereto  constitute  the entire Agreement between the Parties with respect to the
subject  matter  hereof, and supersede all previous understandings, commitments,
or  representations  concerning  the subject matter.  All Exhibits form part of,
and  are  integral  to,  this  Agreement,  and  any  reference to this Agreement
includes reference to any and all Exhibits hereto.  Each Party acknowledges that
the  other  Party  has  not  made  any representations other than those that are
contained herein.  This Agreement may not be amended or modified in any way, and
none  of  its  provisions  may  be  waived,  except  by  a  writing signed by an
authorized  officer  of  the  Party  against whom the amendment, modification or
waiver  is  sought  to  be  enforced.

22.11     Conflict  and  Precedence.  In  the  event  of  a conflict between the
          -------------------------
provisions  of this Agreement and those of any Exhibit, unless the provisions of
the Exhibit expressly take precedence over the provisions of this Agreement, the
provisions  of  the Agreement shall prevail and such Exhibits shall be corrected
accordingly.  Each  Exhibit  to  be attached to this Agreement subsequent to the
original execution of the Agreement shall be dated, subscribed to by the Parties
and  identified  with  this  Agreement.

22.12     Liability  for  Negligence  or  Willfulness.  Telereunion  and Avantel
          -------------------------------------------
shall  be  liable to each other for damage or loss to any property or persons to
the extent that such damage or loss is caused by the negligent or willful act or
omission of such Party, its officers, employees, servants, agents, affiliates or
contractors.  Telereunion  and  Avantel  shall  not  be liable to each other for
damage or loss to any property or persons to the extent that such damage or loss
is caused by the malfunction of any equipment supplied by such Party (or that of
its  representative  or  provider of local access service) which is connected to
the  other  Party's  System.

22.13     Standards  of  Work  Performance.  Each  Party  will  perform  its
          --------------------------------
obligations hereunder in such a manner that its performance does not violate any
Laws  and  Regulation.

22.14     Language.     This  Agreement  will  be  executed  in both Spanish and
-----             -     --------------------------------------------------------
English,  and  in case of any discrepancy or disagreement between such versions,
--------------------------------------------------------------------------------
the  Spanish  version  will  prevail.
-------------------------------------


                                  Page 20 of 33
<PAGE>
ARTICLE  XXIII.          NOTICES

23.1     All  notices,  requests,  demands  and other communications required or
permitted  to  be given under this Agreement shall be given in writing by either
Party to the other by (a) prepaid registered air mail, return receipt requested,
(b)  express mail (Federal Express, DHL or similar service) or (c) cable, telex,
telegraph  or  facsimile transmission, confirmed by prepaid registered air mail,
return  receipt  requested,  or express mail, all of which shall be addressed to
the  respective Parties at the address shown bellow. The address or addressee of
either  Party  may be changed at any time by written notice to the other of such
change. Any notice in the form of a letter deposited by either Party through any
of  the  means  detailed  herein  above  shall  be deemed to have been given and
received  by  the  other  Party  upon  actual  receipt  thereof.

If  to  Avantel:
---------------

Ing.  Jose  Maria  Zubiria  Maqueo
Chief  Financial  Officer
Avantel,  S.A.
Ave.  Paseo  de  la  Reforma  265-7th  Floor
Col.  Cuauhtemoc
06500  Mexico,  D.F.
Fax  (525)  242-1077

With  a  copy  to:

Luis  Mancera  de  Arrigunaga,  Esq.
Director  of  Legal  Affairs
Avantel,  S.A.
Ave.  Paseo  de  la  Reforma  265-6th  Floor
Col.  Cuahtemoc
06500  Mexico,  D.F.
Fax  (525)  242-1060

If  to  Telereunion:
-------------------

Mr.  Oscar  Garcia
Legal  Representative
Telereunion,  S.A.  de  C.V.
Tlacoquemecatl  No.  21
Col.  Del  Valle    03200.
 Mexico,  D.F.
Phone.  (525)  575-3875
Fax.  (525)  (525)  559-2851

With  a  copy  to:
Telscape  International,  Inc.

Attention:  Marco  A.  Castilla,  Esq.
Vice-President  and  Corporate  Counsel
Phone.  (011-713)  968-0968
Fax.  (011-713)  968-0928


                                  Page 21 of 33
<PAGE>
Notices  under this Agreement which are telephonic shall be made to the Parties'
respective  Network  Surveillance  or  Network  Operating Control Centers at the
telephone  numbers  listed  in  Exhibit  F.

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


Avantel,  S.A.


By:
Name:     Jose  Maria  Zubiria  Maqueo
Title:  Legal  Representative


Telereunion,  S.A.  de  C.V.


By:
Name:     Oscar  Garcia
Title:  Legal  Representative


                                  Page 22 of 33
<PAGE>
E  x  h  i  b  i  t  s


Exhibit A:     Terms and Conditions for the Fiber Exchange Service/Memorandum of
               Understanding  signed  by  both  Telereunion  and  Avantel  on
               March  4,  1999.
Exhibit  B:    Procedures  for  System  Connection  and  LEC  Cross-Connections
Exhibit  C     Specific  if  Collocation  Space  and  Standards
Exhibit  D:    Network  Specifications  and  Operating  Standards
Exhibit  E:    Protocol  of  Acceptance
Exhibit  F:    Contact/Escalation  List
Exhibit  G:    Certificate  of  Acceptance  of  Exchange  Fiber
Exhibit  H:    Request  for  Route  Change
Exhibit  I:    Maintenance  Specifications




                                  Page 23 of 33
<PAGE>
EXHIBIT  A  TO  FIBER  OPTIC  TELECOMMUNICATIONS  EXCHANGE  AGREEMENT

This  Exhibit  A  is  made  this 14 day of May, 1999 to that certain Fiber Optic
Telecommunications  Exchange  Agreement  made  by  and  between  Telereunion and
AVANTEL,  S.A.  ("Avantel"),  dated  May  14,  1999.




                                  Page 24 of 33
<PAGE>

                           MEMORANDUM OF UNDERSTANDING








                                  Page 25 of 33
<PAGE>
                                    EXHIBIT B


PROCEDURES  FOR  SYSTEM  CONNECTIONS  AND  LEC  CROSS-CONNECTIONS






                                  Page 26 of 33
<PAGE>
                                    EXHIBIT C


SPECIFICATION  OF  COLOCATION  SPACE  AND  STANDARDS

Collocations  at POPs will be done in common facilities in caged spaces.  Access
will  be  granted on a 7x24 hour basis.  Like collocation space will be provided
as part of the fiber exchange.  Collocation needs in addition to the basic needs
may  be  provided  at additional cost per a separate contractual arrangement. At
each site a Telmex telco demarc room will be provided for the Fiber Recipient to
provide for receipt of Telmex facilities for  non-interconnection services. This
room  will  meet  Telmex  requirements  and  be  in  addition to the first room.

Collocations at Regenerator sites will be provided on a shared rack basis.  Rack
shall  be  secure,  enclosed  and locked.  Access will be granted on an escorted
7x24  hour  basis.  An  administrative fee may be charged for access to unmanned
sites  or access to sites during non-working hours.  Access to unmanned sites or
sites  during  non-working  hours  must  be  granted on a 7x24 hour basis with a
maximum  delay  of  2  hours  from  time  of  request.

[SPECIFIC  SITE ENGINEERING AND STANDARDS MUST BE FURTHER DEFINED IN WRITTEN AND
INCLUDED  INTO  THIS  DOCUMENT.]




                                  Page 27 of 33
<PAGE>
                                    EXHIBIT D


NETWORK  SPECIFICATIONS  AND  OPERATING  STANDARDS






                                  Page 28 of 33
<PAGE>

                                    EXHIBIT E


PROTOCOL  OF  ACCEPTANCE






                                  Page 29 of 33
<PAGE>
                                    EXHIBIT F


CONTACT/ESCALATION  LIST






                                  Page 30 of 33
<PAGE>
                                    EXHIBIT G

CERTIFICATE  OF  ACCEPTANCE  OF  EXCHANGED  FIBER


     To:     Relationship  Manager  of  Telereunion  [Avantel]

     From:   Relationship  Manager  of  Telereunion  [Avantel]

     Date:

     Re:     Acceptance  of  Exchanged  Fiber


This  will  confirm that [specify identified exchange] has been tested and found
to be operational and to meet the Network Specifications and Operating Standards
set  forth  in  the  Fiber  Optic Telecommunications Service Exchange Agreement,
dated  ____________   ___,  1998  by  and  between Telereunion and Avantel, S.A.



Telereunion

By_________________________________
Name:
Title:

OR

Avantel,  S.A.


By__________________________________
Name:
Title:


                                  Page 31 of 33
<PAGE>
                                    EXHIBIT H


REQUEST  FOR  ROUTE  CHANGE


Request  No.:
     Date:

To:     ****  Communications,  Inc.  [Fiber  Provider]

In  accordance with the terms of the Agreement between **** Communications, Inc.
and  [Fiber  Recipient]  dated  ____________  request  is  hereby  made  for:


     _____     Access  to  new  additions

     _____  Relocation,  replacement,  rebuild  of  Fiber  Recipient  Fibers

as  indicated  on  the  attachment(s)  hereto.

                                            ____________________________,
[Fiber  Recipient]
                                            Name:
                                            By:
                                            Title:

Such  change  of  Route  as specified in the attachment(s) has been accepted and
shall  be  incorporated  into,  and  subject  to  the  terms  of, the Agreement.

[Fiber  Provider]

Name:  __________________
By:  ____________________
                           Title:  _______________________


                                  Page 32 of 33
<PAGE>
                                    EXHIBIT I


MAINTENANCE  SPECIFICATIONS




                                  Page 33 of 33
<PAGE>