<PAGE>
                                                                 
                                
                                
                               --
                  CONSULTING SERVICES AGREEMENT
                                
      THIS  CONSULTING SERVICES AGREEMENT ("Agreement")  is  made
effective  this  1st day of January 1996 by and between  IntelCom
Group Inc., a Federal Canadian corporation, whose address is #11-
1155  North Service Road West, Oakville, Ontario L6M 3E3,  Canada
(together  with  its subsidiaries and affiliates "IntelCom")  and
International   Communications   Consulting   Inc.,   a    Cayman
corporation,  whose  address  is  Box  268,  Georgetown,   Cayman
Islands, BWI ("Consultant").
                                
      A.    IntelCom  desires  to engage  Consultant  to  provide
consulting  services to IntelCom and Consultant  is  desirous  of
providing  such services to IntelCom all upon the  various  terms
and conditions as hereinafter set forth.

      NOW THEREFORE, in consideration of the mutual covenants  of
the parties contained herein, IT IS AGREED AS FOLLOWS:

     1.   Consulting.

           1.1   Consultant shall provide consulting services  to
IntelCom  as  may  be  directed, in  writing,  by  the  board  of
directors or the president of IntelCom.

           1.2  IntelCom shall refrain from requesting Consultant
to  render services within the United States during the  term  of
the   consulting  agreement  and  shall  limit   the   hours   of
consultation  requested in any given month to  a  period  not  to
exceed 75, including travel time.

          1.3  Consultant represents and warrants that William W.
Becker  will remain the president and chief executive officer  of
Consultant as long as William W. Becker is alive.

     2.   Consulting Fee.

          2.1   IntelCom  will  compensate  Consultant,  free  of
withholding  or  offset of any kind or amount,  for  Consultant's
services  in  a  net  amount equal to $4,204,219.75  ("Consulting
Fee").  Such amount shall be paid in accordance with Schedule  A,
attached  hereto,  unless the death of the  president  and  chief
executive officer of Consultant occurs first.
          
          2.2   IntelCom  will  make the  first  payment  of  the
Consulting  Fee to the trust account of Kutak Rock,  Suite  2900,
717  Seventeenth Street, Denver, CO 80202 ("Escrow Agent") on  or
before  June 27, 1996.  The Escrow Agent will release  the  first
payment  of  the Consulting Fee to Consultant on July  31,  1996,
upon  the  occurrence  of  certain  conditions  and  delivery  by
IntelCom of instructions to the Escrow Agent to release the first
payment to Consultant.
          
          2.3  In the event that IntelCom fails to make a payment
when  due,  Consultant shall notify IntelCom and  IntelCom  shall
have  three (3) business days from date of receipt of  notice  to
cure  the non-payment.  In the event that IntelCom fails to  cure
the  non-payment within the cure period specified, IntelCom shall
pay  interest in the amount of 1.5% per month on the amount  past
due.   Provided,  however, that if such default continues  beyond
thirty  (30)  days
                                 1
<PAGE>
IntelCom shall pay the greater of the above amount  and the amount
required, if any, to reinstate and bring the Insurance Policy to 
the same cash value as if  all  payments had been timely made.
          
          2.4   In the event that IntelCom is required to pay any
amounts   for  withholding  taxes  with  respect  to  actual   or
constructive  payments  to  Consultant,  including  interest  and
penalties,  to  any taxing authority ("Tax Authority"),  IntelCom
will  not  seek, nor will IntelCom be entitled to  any  form  of,
reimbursement  from Consultant.  In the event that Consultant  is
required  to  pay  any  amounts to  a  Tax  Authority,  including
interest, fines or penalties, Consultant will not seek, nor  will
Consultant  be  entitled  to  any  form  of,  reimbursement  from
IntelCom.   In  addition,  neither party  shall  enter  into  any
arrangement with a Tax Authority to provide information about, or
seek reimbursement from, the other party, unless ordered to do so
by a court or other regulatory body having jurisdiction.
          
          2.5   No other amounts will be due to Consultant, other
than those amounts set forth in this Section 2.

          2.6   IntelCom will not have a right of set-off against
any  amounts  owed  to  Consultant  pursuant  to  the  consulting
agreement.

      3.    Expenses. IntelCom shall further reimburse Consultant
for  reasonable  expenses incurred in the travel of  Consultant's
employees  for  the purposes of providing consultation  services,
all  as  specifically requested and pre-approved  in  writing  by
IntelCom and upon receipt of an itemized expense report.

      4.    Insurance Policy.  Consultant represents and warrants
that  Consultant  will  use a portion of the  Consulting  Fee  to
maintain  the  current  life insurance  policy  (Ultra  Advantage
policy  number 1535158 issued by Security Life of Denver, or  any
successor   or   replacement  policies)   covering   Consultant's
president  and  chief  executive officer for  the  Term  of  this
Agreement ("Insurance Policy").

      5.    Term.   The  term  of this Agreement  ("Term")  shall
commence  on  January 1, 1996 and continue through  December  31,
1999.   This Agreement shall not be cancelable by IntelCom  prior
to the earlier of (i) December 31, 1999; or (ii) the death of the
president and chief executive officer of Consultant.

      6.    Effect of Termination.  All payments of any unaccrued
installments  of Consulting Fees will cease upon the  earlier  of
(i)  the  death of the president and chief executive  officer  of
Consultant, and (ii) the end of the Term.

     7.   Confidential Information.

            7.1    Consultant   agrees  that   any   confidential
information  received  by Consultant or  any  of  its  employees,
agents  or representatives during any furtherance of Consultant's
obligations in accordance with this Agreement, which concerns the
personal, financial, marketing, developmental or other affairs of
IntelCom  will  be treated by Consultant in full  confidence  and
will   not   be  disclosed  to  any  other  persons,  firms,   or
organizations, without the express written consent  of  IntelCom.
Consultant shall take reasonable steps necessary, and  all
                                   2
<PAGE>
steps reasonable requested by IntelCom, to insure  that  all  such
confidential  and  secret  information  is   kept   secret   and
confidential   for  the  sole  use  and  benefit   of   IntelCom.
Consultant  shall  take  effective precautions,  contractual  and
otherwise,   reasonably   calculated  to   prevent   unauthorized
disclosure or misuse of such information.

          7.2  Consultant understands that this Agreement creates
a  relationship  of  confidence and trust  with  respect  to  any
information of a confidential or proprietary nature that  may  be
disclosed  to Consultant by IntelCom. Consultant agrees  that  it
shall not use such information, during the Term of this Agreement
and  for a period of six (6) months following the termination  of
this Agreement.

           7.3  The provisions of this Section 7 shall remain  in
full  force and effect for six (6) months beyond the Term of this
Agreement as stated above.

     8.    Non-Contravention.  During the Term of this Agreement,
and  for  a  period of twelve (12) months thereafter, Consultant,
and  Consultant's president and chief executive officer shall not
(i) cause or attempt to cause any employee of IntelCom or any  of
its  affiliates to leave the employ of IntelCom or any affiliate,
(ii)  interfere  with the relationship between IntelCom  and  any
employee  or  between  an  affiliate  and  any  employee  of  the
affiliate,  or (iii) interfere or attempt to interfere  with  any
transaction  in  which  IntelCom or  any  of  its  affiliates  is
involved.

     9.   Relationships of Parties.

          9.1  Both IntelCom and Consultant agree that Consultant
will  act as an independent contractor in the performance of  his
duties   under  this  Agreement.  Consultant  is  not   a   legal
representative of IntelCom for any purpose other than acting as a
Consultant  hereunder,  and  is not  granted,  by  the  terms  or
execution of this Agreement, or otherwise, any right or authority
to  assume or create any responsibility on behalf of, or  in  the
name of, IntelCom, or to bind IntelCom in any manner whatsoever.

           9.2   Consultant  retains the right to  exercise  full
control  of  and supervision over the performance of Consultant's
obligations,  and  full  control over the employment,  direction,
compensation  and discharge of all of its employees assisting  in
the  performance  of  such  obligations.   Consultant  shall   be
responsible  for Consultant's own acts and those of  Consultant's
employees,   representative,  agents  and  assigns   during   the
performance of Consultant's obligations under this Agreement.

     10.  Notices.  Any notice or other communication required or
permitted  hereunder shall be sent by courier or certified  mail,
return  receipt requested, airmail postage prepaid, addressed  to
the parties at their respective addresses as set forth herein (or
at  such  other  address as either party shall designate  to  the
other  in writing for such purpose), and shall be effective  upon
the date of mailing.

      11.   Binding Effect.  This Agreement shall be binding upon
and  inure  to  the  benefit  of the  parties  hereto  and  their
respective successors and assigns; provided, however,  that  this
Agreement  may not be assigned by either party without the  prior
express written consent of the other party.
                               3
<PAGE>
      12.   Governing  Law  and Venue.  This Agreement  shall  be
governed  by, and shall be construed and regulated in  accordance
with,  the  federal Canadian laws.  Any action  to  enforce  this
Agreement shall be brought in the federal courts of Canada.

      13.  Enforceability.  If any provision of this Agreement is
found  to be prohibited, unenforceable or invalid under the  laws
of  any  jurisdiction, such provision or part  thereof  shall  be
ineffective  to  the extent of such prohibition, unenforceability
or  invalidity  under  the applicable law without  affecting  the
enforceability  or  validity  of  such  provision  in  any  other
jurisdiction,  and  without invalidating the  remainder  of  such
provision or other provision of this Agreement.

     14.  Waivers.  No waiver or modification of the terms hereof
shall  be valid unless in writing and signed by the party  to  be
charged, and only to the extent therein set forth.

      15.   Paragraph Headings.  The paragraph headings  used  in
this Agreement are solely for the convenience of the parties  and
in no way restrict or limit the provisions contained therein.

      16.   Prior  Agreements.  All prior agreements,  contracts,
promises,  representations and statements, if  any,  between  the
parties  hereto, or their representatives, with  respect  to  the
matters  covered hereby are merged into this Agreement, and  this
Agreement  represents the entire agreement  between  the  parties
hereto with respect to the matters covered hereby.

      IN  WITNESS WHEREOF, each of the parties hereto has  caused
this  Agreement to be executed by its duly authorized officer  on
the day and year first above written.

INTELCOM GROUP INC.                    INTERNATIONAL COMMUNICATIONS
                                       CONSULTING INC.


By /s/John D. Field                      By  /s/S.V. Weom
-------------------------------             -------------------------
Its Executive Vice President             Its Director
-------------------------------             -------------------------  
<PAGE>


                                                       Schedule A
                                                                 
                         Consulting Fees
                                
Date                     Amount

August  5, 1996    $1,051,359.91
September 15, 1996    266,759.97
December 15, 1996     266,759.97
March 15, 1997        266,759.97
June 15, 1997         266,759.97
September 15, 1997    266,759.97
December 15, 1997     261,933.99
March 15, 1998        259,521.00
June 15, 1998         259,521.00
September 15, 1998    259,521.00
December 15, 1998     259,521.00
March 14, 1999        259,521.00
June 15, 1999         259,521.00

Total              $4,204,219.75