ORANGE DIRECT SALES - STANDARD TERMS AND CONDITIONS

1.       Definitions

The following words and expressions shall have the following meanings:

ACCESSORIES: Products approved by Orange which you use in conjunction with your
phone. They include (without limitation) batteries, chargers, car kits, headsets
and carry cases.

ACCOUNT:  our  records  of your  payments  and  outstanding  Charges,  plus your
personal details.

BAR:  a block  placed  by us on some or all of the  Services  you  normally  use
(except for calls to emergency services).

CHARGES:  all charges for  Services,  as published in our  periodically  updated
Price Guide. These include any reasonable administration charges.

CONNECTION:  the process of giving you access to a Service.  'Disconnection' and
'Re-Connection' have a corresponding meaning.

CONTRACT: the terms and conditions described in this Agreement which are binding
on both you and Orange for each phone you connect to the Orange network.

CUSTOMER   LITERATURE:   printed  matter  published  by  Orange  which  provides
information  on Orange  Services.  It may be  distributed  with new Phones or in
mailings to some or all Orange Customers.

DEPOSIT: a refundable amount that Orange may ask you to pay before we Connect or
Re-connect you to the Network or before providing any service.

LINE ONE AND LINE TWO: Line One is the primary means by which you have access to
the  Services.  Line Two is a second  line on the same phone with it's own phone
number.

MINIMUM TERM: the period of 12 months commencing on the date of Registration.

MONTHLY BILLING DATE: the day in each month on which your billing statement will
be issued after you have been connected.

NETWORK:  the public  telecommunications  system by which Orange makes  Services
available in the United Kingdom.

ORANGE   ADDITIONAL   SERVICES:   optional  Services   (including   Roaming  and
International Calling) which cost extra whether they are supplied in conjunction
with Price Plans or outside Price Plans.

ORANGE:  Orange Personal  Communications  Services Limited,  or any organisation
that may succeed it as the assignee of this Contract.

<PAGE>

PHONE: a mobile  telephone  (excluding  Accessories,  but including the charging
unit and SIM) which is approved by Orange for connection to its Network.

PRICE GUIDE: a publication  which lists our current Charges and which is updated
from time to time.

PRICE PLAN: a bundle of airtime and supplementary Services offered by Orange for
an agreed monthly payment.

REGISTRATION:  our acceptance of your application for Services and our record of
your Customer and User data prior to Connection.  'Register' has a corresponding
meaning.

ROAMING:  An  optional  Service  which  allows  you to use  your  Phone on other
operators' networks, usually in foreign countries.

SERVICES:  Network and other Services,  including  Orange  Additional  Services,
provided or procured by us for you to use.

SIM: a card or other device which  contains your personal  telephone  number and
which is programmed to allow you to access the Network.

SUSPENSION:   the  temporary   disconnection   of  Services.   'Suspend'  has  a
corresponding meaning.

USER: you, or another person named by you, who is authorised to incur Charges to
your Account.

2. your Contract and the Minimum Term

YOUR CONTRACT RUNS FOR AT LEAST 12 MONTHS

2.1 For each Phone you own, your Contract starts on the date of Registration and
has a Minimum Term of 12 months.

WHAT HAPPENS WHEN THE MINIMUM TERM ENDS

2.2 After the Minimum Term ends, we will continue to supply you with Services as
normal until your Contract is terminated in any of the ways described in Section
4.

3. provision of Services

WHAT WE AIM TO PROVIDE IN THE UK

3.1 We will take all reasonable  steps to make all Services  available to you at
all times. The Services are only available within the range of the base stations
that make up our  Network.  However,  please  note that:

3.1.1 The quality and  availability  of Services  may  sometimes  be affected by
factors outside our control - such as local physical  obstructions,  atmospheric
conditions,   other   causes  of  radio   interference,   and  faults  in  other
telecommunication networks to which the Network is connected.

3.1.2 The quality of our  Services  may not be at its best inside  buildings  or
below ground.


<PAGE>

SERVICES MAY SOMETIMES BE AFFECTED BY  MAINTENANCE  AND UPGRADING

3.2 The  Network  and the  Services  may from  time to time  require  upgrading,
modification, maintenance or other works. These may result in some or all of the
Services becoming temporarily unavailable. In such cases, we'll do everything we
can to provide  alternative  Services and to keep the period of non-availability
to a minimum. However, some interruption may be inevitable.

SUSPENSION OF SERVICES IF YOU BREAK YOUR CONTRACT

3.3 We may  suspend  some or all of the  Services  you use,  without  giving you
notice,  if we have good reason to believe that you haven't complied with one or
more of the terms of your Contract.

3.3.1 If you don't pay your bill within the time stipulated in Condition 6.1, we
reserve the right to place a Bar on all outgoing calls from your Phone (with the
exception of calls to emergency  services).  This Bar will remain in force until
you've  paid  everything  you owe us. At our  discretion,  we may charge you for
Reconnection and removal of the Bar.

3.3.2 We also reserve the right to Suspend Services if a complaint has been made
against  an  individual.  The  complaint  will be  thoroughly  investigated  and
Services will remain  suspended for that individual until we know the results of
that  investigation.  Any  complaint  you  make  will  similarly  be  thoroughly
investigated.

SUSPENSION OF ORANGE ADDITIONAL SERVICES

3.4 We reserve the right to suspend, either temporarily or permanently,  part or
all of any Orange Additional Service on giving reasonable notice.

MONITORING THE SERVICES YOU USE

3.5 For the purposes of good management and security, we may need to monitor the
contents  of any text  message  you send  from  time to time.  We may also  tape
conversations between you and our customer services for training purposes.

ROAMING SERVICES OUTSIDE THE UK

3.6 Roaming relies on the telecommunications  systems of foreign networks,  over
which we have no control. We cannot therefore offer any guarantees about roaming
services.

4. your rights to terminate this Contract

TERMINATING YOUR CONTRACT AFTER THE MINIMUM TERM

4.1 You may terminate your Contract to expire at any time after the Minimum Term
by giving us at least one month's written  notice.  You are free to restore your
Contract throughout the notice period, should you change your mind.

TERMINATING YOUR CONTRACT DURING THE MINIMUM TERM

4.2 You may terminate  your Contract  before the Minimum Term has expired if you
pay us:

4.2.1 all Charges that are due, plus

4.2.2 a lump sum  equivalent  to the  total  of all the  monthly  Charges  still
remaining on your initial Minimum Term agreement. You'll be entitled to a rebate
of 5% of that total if you terminate your Contract up to and including the first
day of the eleventh month of the Minimum Term.

<PAGE>

TERMINATING YOUR CONTRACT BECAUSE ORANGE HAS CHANGED ITS TERMS

4.3 You may also terminate  your Contract if we vary its terms,  resulting in an
excessive  increase in the Charges or changes  that alter your rights under this
Contract to your detriment.  In such cases you would need to give us at least 14
days written notice prior to your Monthly  Billing Date (and within one month of
us telling you about the changes).  However this option does not apply if:

4.3.1 we have  increased  the  Charges  by an  amount  equal to or less than the
percentage  increase in the All Items index of Retail  Prices  published  by the
Central  Statistical  Office in the Monthly Digest of Statistics in any 12 month
period, or

4.3.2 the  variations we have made have been imposed on us as a direct result of
new legislation, statutory instrument, government regulation or licence; or


4.3.3 the variation  relates solely to an Orange  Additional  Service,  in which
case you may cancel that Orange Additional  Service in accordance with Condition
15.1

TERMINATION OF YOUR CONTRACT BY ORANGE

4.4 We may terminate your Contract  immediately at any time in respect of any or
all the Phones owned by you, in whole or in part,  by giving you written  notice
if:

4.4.1 you fail to pass any credit  assessments which we may reasonably  consider
to be necessary from time to time.

4.4.2 you fail to pay any of your bills from Orange on time

4.4.3 we have good reason for believing that any  information  you have given us
is false or misleading.

4.4.4 you become  insolvent  within the meaning of Section 123 of the Insolvency
Act 1986,  or  bankrupt,  or if we have good reason for  believing  that you are
unable to pay the Charges.

4.4.5 in addition,  we may terminate your Contract at any time after the Minimum
Term has expired by giving you at least one month's written notice.

DISCONNECTION OF YOUR SERVICE BY US WITHOUT WRITTEN NOTICE

4.5 If we have good  reason  for  believing  that you have  breached  Conditions
6.4.2,  6.4.3,  6.4.4 or 6.4.5,  we  reserve  the right to  disconnect  you from
Network Services  without notice.  In such  circumstances,  we may also give you
written  notice that if you fail to correct this breach of  Conditions  within 7
days, we may terminate your Contract with immediate effect.

TERMINATION OF YOUR CONTRACT BY ORANGE

4.6 Orange reserves the right to terminate your Contract immediately if:

4.6.1 you have failed to correct a breach of Conditions 6.4.2,  6.4.3,  6.4.4 or
6.4.5 within 7 days of being given written notice to do so

4.6.2 you have  breached  conditions  6.4.1,  6.4.6 or 6.4.7 and have  failed to
correct that breach within 7 days of being given written notice to do so.

TERMINATION  BECAUSE  ORANGE IS NO LONGER ABLE TO PROVIDE  ACCESS TO OUR NETWORK
4.7 If, for reasons beyond our control, we are no longer able to provide Network
Services,  we will either:  4.7.1 make  arrangements for you to be supplied with
equivalent Services by another network at no extra cost to you, or

4.7.2 accept  written  notice from you that you wish to terminate your Contract.
In such cases we will refund any pre-paid Charges that have not been used up.


<PAGE>


TERMINATION AND LINE TWO

4.8  Termination  of your Contract for any reason  connected  with Line One will
result in automatic termination of Line Two.

5 after Termination

WHAT TO DO AFTER TERMINATION OF YOUR CONTRACT

5.1  Termination  of your Contract is subject to you paying us any money you owe
us and us  paying  you any  money  we owe  you.  After  termination,  it is your
responsibility  to cancel  any  direct  debits,  standing  orders,  credit  card
mandates or other  authorisations  you may have given or periodic payments to be
made to us by third parties.

6 your responsibilities

WHEN YOUR PAYMENTS ARE DUE

6.1 Ordinarily we will invoice you monthly in advance for monthly  charges which
are  non-refundable,  and monthly in arrears for call and message charges but we
reserve the right to amend the invoicing  period and submit interim  invoices to
you. The Connection  charge will be included on your first  invoice.  Charges in
respect of Services  not  supplied  directly by us e.g.  Roaming may be invoiced
several  months in arrears.  VAT will be added to all  invoices at the  relevant
rate where  applicable.

6.1.1 You will be responsible for paying all Charges on your Account, whether or
not they have been accrued by you  personally.  You will also be responsible for
any  extraordinary  costs  incurred in  administering  your  Account,  including
collecting any payments.  If your Service has been Disconnected,  either at your
request or ours, you will remain responsible for paying any outstanding Charges.

PENALTIES FOR OVERDUE PAYMENTS

6.2 If  payment  is not  made  within  14 days of its due  date,  we may  charge
interest  on all  sums  outstanding  at the rate of 2%  above  the base  rate of
National Westminster Bank Limited. This interest will accrue on a daily basis.

PAYMENT METHODS

6.3  Ordinarily  we will accept  payment of Charges by credit card,  debit card,
cheque, direct debit and electronic transfer, but we reserve the right to refuse
any payment method if we have  reasonable  cause to believe such payment will be
dishonoured.

THINGS THAT YOU AGREE TO DO

6.4  Recognising  that good management and security of the Services is important
to all Orange customers,  you agree that you will:

6.4.1  provide  whatever  proofs of your  identity  and address that we consider
reasonably  necessary  from time to time.  Whilst  photocopy  or fax  copies are
usually acceptable we do reserve the right to request the original document. 6

..4.2 keep  confidential  and not  disclose  to any  third  party,  your  account
password  or any  personal  identification  code,  number  or name  issued by us
permitting access to the Services.

6.4.3 not use the Services for any  improper,  immoral,  fraudulent  or unlawful
purposes  or for the  sending  of any  communication  which is of an  offensive,
abusive, indecent, obscene or menacing nature.


<PAGE>

6.4.4 not cause, nor knowingly allow others to cause, any nuisance, annoyance or
inconvenience,  whether to us or to any of our customers, by any means including
the use of the  Network  for  persistently  sending  unsolicited  communications
without reasonable cause.

6.4.5 not act in a way,  whether  knowingly or otherwise,  which will impair the
operation of the Network or any part of it, or put it in jeopardy.

6.4.6 use only Phones and  Accessories  approved for use with the  Network,  and
comply with all relevant legislation or regulation relating to their use.

6.4.7 comply with any  reasonable  instructions  issued by us which concern your
use of the Services, and co-operate with us in our reasonable security and other
checks (which may include us making phone calls to you).

7 multiple users

Where there are one or more Users other than you under your Contract, you remain
liable for all Charges incurred to your Account by those Users.

8 Line Two - limitations on usage

SUSPENSION OF SERVICES

8.1 If we Suspend Services on Line One, Services on Line Two will  automatically
be Suspended also.

TEXT MESSAGES

8.2 It is not possible to send or receive text messages on Line Two.

PRICE PLAN

8.3 You may not have a higher Price Plan on Line Two than you have on Line One.

9 information supplied by you

THE DETAILS YOU GIVE US MUST BE CORRECT

9.1  By  applying  for  Registration  or for  Orange  Additional  Services,  you
undertake to provide your correct name,  address and other factual  information.
You also confirm  that:  9.1.1 the person  stated to be authorised to sign for a
company or firm is duly authorised.

9.1.2 any  individual  applying as a member of a company is of full  contractual
capacity and is able both to pay for the Services he or she has requested and to
meet his or her other obligations under your Contract.

WHAT HAPPENS IF WE SUSPECT THE DETAILS YOU GIVE US AREN'T CORRECT

9.2 If we suspect, on reasonable grounds,  that information has been supplied to
us  without  the  knowledge  of the  person  named,  or that an  application  is
unauthorised or contains false  particulars,  we may delay Connection or Suspend
Services   to  your  Phone  while  we   investigate   further.   Following   our
investigation,  we will Connect or reinstate the Services unless we have grounds
to terminate.  You acknowledge that you will have no claim against us in respect
of any  delay or  Disconnection  caused  as a result  of the  operation  of this
Condition.


<PAGE>



10 credit assessments

YOUR APPLICATION IS SUBJECT TO CREDIT STATUS

10.1 All  applications  for  Registration  and Orange  Additional  Services  are
subject to credit  assessment  before we can connect you to the Network.  If our
assessment of you does not meet our normal  requirements we reserve the right to
decline to Connect you or to supply Orange Additional  Services.  Alternatively,
we may ask you to lodge a Deposit  with us before we Connect you. If you believe
our assessment of you is incorrect, we will review your eligibility. However, we
cannot accept  responsibility for the accuracy of information  provided from the
databases of credit reference agencies.  Nor can we accept any liability for the
consequences of our declining to Connect you.

11 deposits

DEPOSITS ARE HELD FOR 12 MONTHS

11.1 We may request a Deposit from you:
     a) before Connection
     b) before making  Orange  Additional  Services  available to you, or
     c) before reinstating the Services after Suspension.

Deposits will be held for 12 months from the date of receipt and then  refunded.
We do not pay interest on Deposits. If you owe us money, we may set off Deposits
against the amount due to us. If there is a balance left over in such cases,  we
will remit this to you either by cheque or by crediting your Account.

12 SIM Card

IT'S YOUR RESPONSIBILITY TO KEEP YOUR SIM CARD SAFE

12.1  Any  SIM  Card we  supply  to you  remains  our  property,  but it is your
responsibility  to keep it safe.  SIM Cards are  easily  damaged  and  should be
handled  with  care.  We will  replace  free of charge  any SIM Card found to be
defective  through  faulty design or  workmanship.  In any other  circumstances,
however,  we may charge for replacing it. We reserve the right to recall any SIM
Card from you at any time to enhance or maintain the quality of the Services.

WHAT TO DO IF YOUR SIM CARD IS LOST, STOLEN OR DAMAGED

12.2 You must  inform us  immediately  if the SIM Card  supplied to you is lost,
stolen or damaged.  You will remain liable for all Charges incurred until you do
so. We will send you a replacement  SIM Card as soon as reasonably  practicable,
but we reserve the right to charge you for doing so.

YOUR SIM CARD AND OTHER NETWORKS

12.3 The SIM Card  supplied  with your  Phone  enables  the Phone to work on our
Network only - with the exception of Phones which can access  Roaming  Services.
However,  after the Minimum Term we will lift this  restriction at your request,
provided  all your  payments  of Charges  are up to date and you pay the current
administration charge.

The  software  in the SIM Card and the Phone is either  owned by or  licensed to
Orange  which grants you a  non-exclusive  licence to use it for  accessing  the
Services for the duration of your Contract and not otherwise.


<PAGE>


13 directory and Caller id

WHAT TO DO IF YOU WANT YOUR NUMBER TO REMAIN PRIVATE

13.1 We will enter your Orange number in directories, and our Network will allow
the display of your Orange  number on receiving  handsets.  If you prefer not to
allow either of these options, please let us know in writing.

14 phones

YOUR PHONE IS NOT A PART OF YOUR CONTRACT

14.1 Your Phone and  Accessories  are  acquired by you outside the terms of your
Contract.

15 changes to your Contract

WE RESERVE THE RIGHT TO MAKE CHANGES TO YOUR CONTRACT

15.1 When you  Register  you are asked to  choose a Price  Plan and to  indicate
which Orange Additional Services you require. You may switch between Price Plans
and add to or cancel  Additionals  by  giving  us not less  than 10 days  notice
before your Monthly Billing Date (subject to the terms of any promotional offers
you have accepted). We do, however,  reserve the right to vary the terms of this
Contract  from  time to  time  and to  make  changes  to  your  Price  Plan.  We
acknowledge  that if we do increase  the  Charges,  withdraw  Orange  Additional
Services or introduce new mandatory Charges - or if your contractual  rights are
affected to your detriment - you may terminate your Contract in accordance  with
Condition  4.3. If you do not give notice  within one month of our notifying you
of any change(s), you will be taken to have accepted the change(s).

NEW SERVICES

15.2 We are continuously  enhancing our existing  Services as well as adding new
services,  particularly Orange Additional Services. Charges for, and any special
terms and conditions  attached to Orange Additional Services will be notified in
Customer  Literature.  The terms of your Contract,  including Charges current on
the date when you take up the offer of any Orange Additional Service, will apply
to it, subject to any special promotional offer made by us and accepted by you.

16 customer literature

PLEASE READ ALL THE INFORMATION WE SEND YOU

16.1 We update our Customer Literature from time to time. Information on various
topics is mailed to  Customers  with their  monthly  billing  statements  and is
available on request from us. You are asked to read your Customer Literature and
to keep it until it is superseded.

We    regard you as having  been given any  information  if it is either:
      a) included in a mailing  addressed to you
      b) in a text message sent by us to your Phone
      c) communicated directly be any means.


<PAGE>



17 assignment of Contract and change of ownership of phone

YOUR CONTRACT IS PERSONAL TO YOU

17.1 Your Contract is personal to you and you may not assign it. However, we may
at our discretion allow you to:

a)  nominate a User other than yourself while you remain  primarily liable to us
    under your Contract
b)  terminate  your  contract on short notice if you have  transferred  title to
    your Phone to a new Customer who has Connected the Phone to our Network

We may assign our rights to your  Contract  only if such  assignment is on terms
which are at least as advantageous to you as those set out in your Contract.

18  liability

CIRCUMSTANCES IN WHICH NEITHER OF US ACCEPTS LIABILITY

18.1 Except as provided in this  Condition 18,  neither party shall be liable to
the other,  whether in  contract  or tort or  otherwise,  for any loss or damage
which is:

a)  not the fault of the other party
b)  indirect and/or not reasonably foreseeable
c)  loss of business,  profits, savings, revenue, use or goodwill whether caused
    to the other  party  through  any  breach of your  Contract  or any  matters
    arising under it.  Neither party  excludes  liability for negligent  acts or
    omissions causing death or personal injury to any person.

MAXIMUM LIABILITY OF ORANGE

18.2 Subject to condition  18.1, we limit our legal liability up to a maximum of
three  thousand  pounds per claim or a series of related  claims for any loss or
damage which is:

a)  direct financial loss
b)  direct physical  damage to or loss of property  resulting from our breach of
    contract or negligence while providing Services.

FACTORS BEYOND OUR CONTROL

18.3 We will not be liable to you if we are unable to perform an  obligation  or
provide the Services to you because of any factor outside our control, including
but not limited to Acts of God, industrial action, default or failure of a third
party,  war,  governmental  action, or by any act or decision made by a court of
competent jurisdiction.

YOUR MAXIMUM LIABILITY

18.4  Subject to  Condition  18.1,  your  liability is limited to payment of all
outstanding Charges due in accordance with the provisions of your Contract.

19  general

CHANGES TO YOUR CONTRACT

19.1 Subject to condition  15.2,  your Contract may be varied or amended only by
the express  mutual  agreement of both parties.  A party seeking to rely on such
variation or amendment must produce  evidence of the other party's  agreement to
it.


<PAGE>



DISCLOSURE OF INFORMATION TO THIRD PARTIES

19.2  You  agree  to the  disclosure  to any  telecommunications  company,  debt
collection agency,  credit reference agency,  credit or fraud monitoring scheme,
security  agency or credit  provider  of:

a)  any information relating to your Contract, including your personal financial
    information   and  details  of  how  you  have  performed  in  meeting  your
    obligations under your Contract
b)  any disclosure as may be within our Data Protection Act registration
c)  any  disclosure  required as a result of an order of any court of  competent
    jurisdiction or by statutory authority.

DELIVERING COMMUNICATIONS TO YOU

19.3 All notices to be served in accordance with your Contract must be served by
post or facsimile.  We can in addition serve notice to you by text message. They
will be deemed  served 48 hours  after  they are sent,  or on  earlier  proof of
delivery.  All invoices  and notices  served by post will be sent to the address
given by you on Registration unless you notify us of a change to this address.

Any waiver, concession or extra time we may allow you is limited to the specific
circumstances  in which it is given and does not  affect our rights in any other
way.

DISPUTES BETWEEN YOU AND US

19.4  You  may  request  that  disputes  between  you  and  us are  referred  to
arbitration  under our Code of Practice for Customer  Affairs.  We will supply a
copy of our Code of Practice for Consumer Affairs to you on request.

ORANGE COMPANY DETAILS

19.5 Our Company  Registration Number is 2178917 and our Registered Office is at
St. James Court, Great Park Road, Almondsbury Park, Bradley Stoke, Bristol, BS32
4QJ.

GOVERNING LAW

19.6 Your Contract is to be interpreted  in accordance  with the Laws of England
and Wales.