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                 CLARITI TELECOMMUNICATIONS INTERNATIONAL, LTD.


               UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENT

Prior to November 1998, Chadwell Hall Holdings, Ltd. ("CHH") owned
approximately 25% of GlobalFirst Holdings, Ltd. ("GlobalFirst").  In November
1998, CHH acquired the remaining 75% majority interest in GlobalFirst held by
other parties.  At that time, Telnet Products and Services, Ltd. ("Telnet") was
a wholly owned subsidiary of GlobalFirst.  CHH acquired the remaining 75%
majority interest in GlobalFirst in order to facilitate the subsequent sale of
GlobalFirst to Clariti Telecommunications International, Ltd. ("Clariti") in
December 1998.  In February 1999, Clariti sold Telnet back to CHH in order to
focus its human and financial resources on becoming a profitable international
telecommunications carrier and network services provider.

The following unaudited pro forma combined financial statement is based on
the historical financial statements of Clariti, GlobalFirst and Telnet adjusted
to give effect to the purchase by CHH of the 75% majority interest in
GlobalFirst, the subsequent acquisition of GlobalFirst by Clariti, and the
subsequent sale of Telnet by Clariti. The unaudited pro forma combined
financial statement gives effect to the acquisition of GlobalFirst by Clariti
in a transaction to be accounted for as a reverse acquisition under the
purchase method of accounting.  The pro forma adjustments are based upon
preliminary allocations of purchase price and upon the assumptions described in
the accompanying notes.  Actual allocations of purchase price are likely to be
different from that reflected in this pro forma financial statement.
References in this document to data presented on a "pro forma basis" as of any
date or for any period shall have the meaning set forth above with respect to
such date or period.

The unaudited pro forma combined financial statement should be read in
conjunction with the consolidated financial statements of Clariti appearing
elsewhere in this document. The unaudited pro forma combined financial
statement is presented for information purposes only and is not necessarily
indicative of the results that would have been reported had such events
occurred on the dates specified, nor is it indicative of Clariti's future
results.

This unaudited pro forma financial statement does not reflect Clariti's March
1999 acquisition of MediaTel Global Communications, Ltd. ("MediaTel") because
MediaTel's historical financial statements are not yet available.  Clariti
plans to file a Form 8-K/A in the near future which will include audited
historical financial statements for MediaTel and pro forma financial
information reflecting the MediaTel acquisition.





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              UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
                   FOR THE NINE MONTHS ENDED MARCH 31, 1999
          (Dollars and Shares in Thousands, Except Per Share Amounts)




                                Historical     Deduct     Pro Forma
                    Historical  GlobalFirst  Historical    Adj.'s     Pro Forma
                     Clariti       (a)         Telnet        (b)       Combined
                    ----------  -----------  ----------  -----------  ---------
Revenue              $     -     $ 26,794     $( 6,822)   $      -    $ 19,972

Cost of revenue            -       39,990      ( 7,415)          -      32,575
                     -------     --------     --------    --------    --------
Gross profit (loss)        -      (13,196)         593           -     (12,603)

Sales and marketing        -        1,265      (   321)          -         944
Research and
 development           1,653            -            -           -       1,653
General and
 administrative        3,958       13,600      ( 6,711)          -      10,847
Amortization               -            -            -       19,328(c)  19,328
                     -------     --------     --------     --------   --------

Net loss              (5,611)     (28,061)       7,625      (19,328)   (45,375)

Other comprehensive
 loss:
  Foreign currency
   translation
   adjustments             -          132            -            -        132
                     -------     --------     --------     --------   --------

Comprehensive loss   $(5,611)    $(27,929)       7,625     $(19,328)  $(45,243)
                     =======     ========     ========     ========   ========

Weighted average number
 of shares outstanding                                                 112,570

Basic and diluted loss
 per common share                                                     $(  0.40)
                                                                      ========








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NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
--------------------------------------------------------------
(a) The historical results of operations of GlobalFirst for the nine months
    ended March 31, 1999 include Telnet for the period from July 1, 1998 to
    February 3, 1999, the date Telnet was sold.  Likewise, the historical
    results of operations for Telnet include only the period from July 1, 1998
    to February 3, 1999.

(b) The Unaudited Pro Forma Combined Statement of Operations has been
    prepared to reflect the December 1998 business combination between
    Clariti and GlobalFirst as a reverse acquisition in which GlobalFirst is
    considered the acquiror and Clariti is considered the acquired company.
    Under the terms of the transaction, Clariti acquired 100% of the capital
    stock of GlobalFirst in exchange for 76,571,500 shares of Clariti common
    stock.  In conjunction with the acquisition, GlobalFirst's parent company,
    Chadwell Hall Holdings, Ltd. ("CHH") and an affiliated company, Corporate
    and Legal Nominees, Ltd., combined to purchase a total of 11,428,500 shares
    of Clariti's restricted common stock for $20,000,000.

    The Unaudited Pro Forma Combined Statement of Operations also reflects the
    November 1998 acquisition of the 75% majority interest in Global First by
    CHH, for consideration which approximated $100 million and the sale of
    Telnet for a $21 million note receivable.

(c) Pro forma adjustment reflects amortization of intangible assets resulting
    from the acquisitions on a straight-line basis over a useful life of five
    years. Management has not yet allocated any of the excess purchase price of
    either acquisition to identifiable intangible assets such as technology,
    in-process research and development, or goodwill, as final valuations of
    any potential intangible assets are not currently available. Appropriate
    revisions will be made when the final valuations are available.  The useful
    life of any individual asset so identified may differ from the five-year
    amortization period reflected in this Pro Forma Combined Statement of
    Operations.



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