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FT/Newco VOICE MOU - 27-6 Final                                     Confidential


                           MEMORANDUM OF UNDERSTANDING
                                       FOR
                             SWITCHED VOICE SERVICES

This Memorandum of Understanding ("MOU") is made as of the Effective Date
between:-

(1)  France Telecom S.A., a French company having its registered office at 6,
     place d'Alleray, 75015 Paris, France, represented ("FT"); and

(2)  Newco N.V., a limited liability company existing under the laws of the
     Netherlands with its principal office at Gatwickstraat 21-23, 1043 GL
     Amsterdam-Sloterdijk ("NEWCO").



RECITALS:

(A)  Annex 5.1 of the Contribution Agreement provides certain principles
     concerning the Parties co-operation in relation to switched voice services;

(B)  The Parties have agreed to vary Annex 5.1 as it relates to switched voice
     services as set out in this MOU.

IT IS AGREED as follows:


1. DEFINITIONS

In this MOU:

"Affiliate" means, with respect to any person, any other person controlled by,
under common control with, or controlling such person. For the purposes of this
MOU: (a) the term "control" means a person's (1) ownership, directly or
indirectly, of equity securities entitling it to exercise in the aggregate at
least 50% of the voting power of the entity in question; or (2) possession
directly or indirectly, of the power to direct or cause the direction of the
management and policies of or with respect to the entity in question, whether
through ownership of securities, by contract or otherwise; (b) any reference to
an Affiliate of FT means any Affiliate excluding Newco and its Subsidiaries; and
(c) any reference to an Affiliate of Newco means a Subsidiary of Newco.

"Confidential Information" means any matters confidential or secret information
or data that is of value to the Party disclosing such information, including
confidential or secret (a) scientific or technical information; (b) information
relative to the current or proposed business, sales, and marketing plans of the
Party disclosing such information and financial information related thereto; (c)
drawings, designs, computer programs and software devices; (d) costs and pricing
information; (e) the contents of this MOU, provided, however, the term
"Confidential Information" shall not include any information





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that (i) is now in or subsequently enters the public domain through means other
than direct or indirect disclosure by either Party in violation of the terms of
this MOU; (ii) is already in the possession of the Party receiving such
information free of any known confidential obligation to any other party; or
(iii) is lawfully communicated to the Party receiving the information by a third
party, free of any known confidential obligation, subsequent to the time of
communication thereof by, through or on behalf of the other Party.

"Contribution Agreement" means the agreement of that name, dated 19 November
2000 between France Telecom S.A., Atlas Telecommunications S.A and Equant N.V.

"Effective Date" means the date of Closing of the Contribution Agreement as
defined above.

"Equant" means Equant N.V. and its Affiliates existing immediately prior to the
Effective Date.

"Global One" means Global One Communications World Holding B.V. and Global One
Communications Holding B.V. and their affiliated companies immediately prior to
the Effective Date.

"Network" means the Global One originated voice switches and related switched
voice equipment, excluding such switches and equipment located in Russia.

"Services" means the switched voice services provided over the Network.

"Subsidiary" means, with respect to any person, any other person controlled by
such Person.

The terms defined above include the plural as well as the singular. Unless
otherwise expressly stated, the words "herein", "hereof", and "hereunder" and
other words of similar import refer to this MOU as a whole and not to any
particular Section, provision or paragraph. "Section" and "Annex" references
refer to sections of, and annexes to, this MOU. The words "include" and
"including" shall not be construed as terms of limitation. The words "day",
"month", and "year" mean, respectively, calendar day, calendar month and
calendar year, and the words "writing" or "written" mean preserved or presented
in retrievable or reproducible form, whether electronic (except for voice mail)
or hard copy, unless otherwise stated herein. The word "or" shall mean "and/or"
unless the context specifically requires otherwise. The headings used in this
MOU are included for convenience only and are not to be used in construing or
interpreting this MOU.

References to "Parties" in this MOU means France Telecom and each France Telecom
Affiliate and Newco and each Newco Affiliate which will either be supplying
products or services to a Party under this MOU and references to a "Party" means
either (a) France Telecom or the relevant France Telecom Affiliate; or (b) Newco
or the relevant Newco Affiliate, as the context requires, and such terms as
"each", "either", "both", "the" or "neither" prefacing the use of the words
"Party" or "Parties" shall be construed accordingly.




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2. SCOPE AND PURPOSE OF MOU

2.1. This MOU records the Parties' agreements in principle relating to the
     Services offered to multinational corporate customers and covers:

     (a)  their co-operation in relation to the Services;

     (b)  the completion of the Services Agreements.

2.2. The Parties anticipate that:

     (a)  the switched voice business activities of Newco will be terminated by
          the end of 2004 (the period between the Effective Date and the end of
          2004 being referred to as the "Transition Period");

     (b)  Newco will migrate the voice business to voice-over-data solutions as
          quickly as possible and before the end of the Transition Period.

2.3. This MOU supersedes the relevant sections of Annex 5.1 Section 3.2 of the
     Contribution Agreement.

2.4. The Parties have as of the Effective Date prepared drafts of a Switched
     Voice Services Sale Agreement and a Switched Voice Miscellaneous Services
     Agreement ("Services Agreements"). These drafts are attached to this MOU
     for reference. The Parties will negotiate in good faith the completion of
     the Services Agreements within 30 days of the Effective Date in accordance
     with the principles set out in this MOU.

2.5. This MOU is not a contract for the provision of services and all such
     transactions shall be subject to execution by the Parties of the Services
     Agreements.

2.6. Except as otherwise expressly stated in this MOU, the Parties intend that
     this MOU shall be legally binding and enforceable by either Party.

3. PRINCIPLES OF CO-OPERATION

The Parties have agreed in principle that:

3.1. Equant originated switched voice business as from the Effective Date shall
     be managed solely by Newco. Newco shall as quickly as possible migrate the
     Equant existing customers at Effective Date, either to voice-over-data
     solution or onto the Network. Therefore Equant originated switched voice
     business will not be covered by the Services Agreements.

3.2. The provision of services in Russia shall be managed solely by Newco and





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     therefore such services in Russia will not be covered by the Services
     Agreements.

3.3. The Services, as from the Effective Date, shall be managed through
     cooperation of the Parties, the principles governing which, are as
     described hereafter.

3.4. The Equant originated switched voice specific equipment and the Network
     will be kept separate and there will be no alignment of the functionalities
     of the Network and Equant originated switched voice specific equipment.

3.5. There shall be no new investment on the Network other than for continuity
     of the service, maintenance or regulatory purposes during the Transition
     Period.

3.6. Existing Global One switched voice customer contracts (excluding Russia)
     will be continued to the end of their contractual expiry dates or the end
     of the Transition Period whichever is the earlier, and will not be renewed
     unless they fit the criteria detailed below for new sales.

3.7. New switched voice sales by Newco should be made only on the Network and
     subject to stringent conditions as agreed by the Parties as part of the
     business plan process, but such as:

     (a)  the right and technical capability to migrate the Services to
          voice-over-data services within a short timeframe and in any event
          before the end of the Transition Period;

     (b)  no obligation to provide Services after the end of the Transition
          Period;

     (c)  a reasonable operating margin for Newco for the term of the customer
          contract, taking into account the wholesale minute prices received
          from FT.

     It is intended that the sales representatives of Newco will only be
     incentivized if new switched voice sales meet the stringent conditions as
     agreed.

3.8. FT will provide for the Services service level commitments defined in the
     Switched Voice Services Sale Agreement. In particular, said Agreement will
     describe how failure to comply with service level commitments will result
     in credits and continued poor performance will result in a transfer of
     responsibility for the relevant activities to Newco at Newco's absolute
     discretion.

3.9. Until the end of the Transition Period, voice traffic termination will be
     offered by FT to Newco in order for Newco to build its voice over data
     products on a competitive arms length basis. Newco will decide to accept or
     to reject the offer made by FT. This offer from FT shall not be covered by
     the Services Agreements. Off-net termination for voice-over-data offerings
     will be controlled by Newco via agreements with FT or other off-net
     providers.



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3.10. After the Transition Period, if FT continues to offer such a service,
      Newco will have complete discretion to purchase termination from FT
      or from any other provider in order for Newco to ensure best market
      pricing for such termination.

4. RESPONSIBILITIES OF THE PARTIES

FT will provide the Services to Newco, using its own resources as well as
operational resources provided by Newco, in order for Newco to sell enhanced
switched voice services to multinational corporate customers.

4.1. Functions under responsibility of FT

     All Network functions, including voice switches infrastructure control
     andoperations, maintenance, transmission between switches and off net
     termination of all traffic.

4.2. Functions under the responsibility of Newco

     4.2.1. All product definition and development, sales and marketing
            functions, including sales, sales support, sales management
            (including sales incentives, bid management and bid qualification),
            customer services, customer access layers, value added functions,
            Newco customer pricing, related information and billing systems.

     4.2.2. The operational resources provided by Newco to FT will be defined in
            the Switched Voice Miscellaneous Services Agreement.

4.3. FT may use the Network for other traffic than Newco originated traffic.


5. JOINT BUSINESS PLAN

5.1. A joint business plan ("Joint Business Plan"), based on the principles
     defined in this MOU and limited to the Services, will be agreed between the
     Parties within 15 working days of the Effective Date. The Joint Business
     Plan will provide a baseline of the anticipated performance of the switched
     voice business describing targets, including traffic volume and revenue
     targets, cost and costs reduction for each Party to achieve the objectives
     of this MOU and particularly, the Principles of Co-operation as defined in
     Section 3.

5.2. To the extent that Newco performs within the targets agreed in the Joint
     Business Plan, Newco will incur no switched voice related EBIT losses,
     during the Initial Period as defined in Section 6 of this MOU.




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6. PRICING MECHANISM

7. COST ALLOCATION PRINCIPLES

8. JOINT MONITORING OF THE JOINT BUSINESS PLAN

8.1. FT will propose to Newco within 15 working days of the Effective Date, the
     name of a person (the "Co-ordinator") responsible for the co-ordination of
     the implementation of this MOU and the Services Agreements in particular,
     the Co-ordinator will chair monthly reviews of the Joint Business Plan in
     order to insure that appropriate actions are taken by both Parties to reach
     the performance described in the Joint Business Plan.

8.2. Joint Business Plan Update

     8.2.1. The Parties will review the Joint Business Plan if either Party
            believes it is necessary to do so. After any agreed upon changes to
            the Joint Business Plan, the Wholesale Minute Prices will be
            updated. During the initial period, the update will be
            conductedaccording to the rules defined in Section 6.4.

     8.2.2. In the event that the Parties fail to reach agreement on the update
            of the Joint Business Plan following any above review, the RPri as
            defined in Section 6.4.1, will be benchmarked in accordance with a
            recognized independent source to be agreed by the Parties within 30
            working days after Effective Date. The result of this benchmark will
            be used to update the RPri for the purpose of updating the Wholesale
            Minute Prices according to the rules defined in Section 6.4.

9. ASSIGNMENT

Neither this MOU, nor the rights, obligations or duties of Newco under this MOU
may be assigned to any third party without the prior written consent of FT. In
any case, Newco shall continue to be liable towards FT for the performance, by
its assignee, of the obligations arising from this MOU and the Services
Agreements. Newco shall be entitled to subcontract any of its obligations to
sub-contractors, provided that Newco shall be liable for the acts and omissions
of any sub-contractor.

10. TERM AND TERMINATION

10.1. This MOU becomes effective on the Effective Date, and subject to earlier
      termination in accordance with Section 10.2 below, shall remain in force
      until




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      termination of the Services Agreements.

10.2. Either Party may terminate this MOU with immediate effect by giving notice
      to the other Party, if the other Party, in material breach of this MOU if
      the breach is capable of remedy, has failed to remedy the breach within 30
      working days of notice of the breach having being given by the
      non-defaulting Party.

10.3. Either Party shall be entitled to terminate this MOU at its discretion on
      60 days prior notice to the other Party, if FT's interest in the voting
      stock of Newco falls below 34%.

11. LIABILITY

The Parties shall negotiate in good faith the terms of the Services Agreements
in accordance with the principles agreed in this MOU and shall use all
reasonable endeavours to execute such Agreements within 30 working days
following the Effective Date. Subject to the foregoing, neither Party shall be
liable to the other Party under this MOU for any failure or delay to execute the
Services Agreements.













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12. RELATIONSHIP OF THE PARTIES

The MOU is made between independent contractors and are not intended to create,
nor shall they be construed to be, a partnership, franchise, or other form of
business relationship, except as otherwise provided herein. No Party shall have,
nor hold itself out as having, any right, power or authority to assume, create,
or incur any expenses, liability, or obligation on behalf of another Party,
except as expressly provided in this MOU or the Services Agreements.

13. CONFIDENTIALITY

13.1. All Confidential Information shall be deemed the proprietary and
      confidential information of the disclosing Party and shall be used by the
      other Party only in accordance with this MOU. Each Party shall be
      responsible for the performance by its respective Affiliates of the
      obligations under this Section 13 with respect to Confidential
      Information.

13.2. With respect to all such Confidential Information, the receiving Party
      shall:

      (a)  receive and hold such Confidential Information in confidence and in
           the same manner the receiving Party treats its own proprietary or
           confidential information;

      (b)  restrict disclosure of such Confidential Information solely to
           those employees, advisers and consultants with a need to know in
           connection with the performance of this MOU or the business of the
           Parties and not make any further use or disclosure without the
           prior written permission of the disclosing Party;

      (c)  advise those employees, advisers and consultants, given access to
           such Confidential Information of their obligations with respect to
           such information; and

      (d)  not copy or reproduce any of such Confidential Information except
           to the extent necessary to perform this MOU.

13.3. If either Party becomes subject to a mandatory requirement of any
      judicial, governmental or regulatory authority having jurisdiction over
      such Party to disclose Confidential Information, such Party shall give the
      Party which disclosed such Confidential Information notice as soon as
      practicable of such disclosure obligation and shall take any reasonable
      and lawful steps to limit the amount of Confidential Information to be
      disclosed.

13.4. All such Confidential Information disclosed by any Party to the other in
      tangible form shall, upon the request of the disclosing Party, and in any
      event upon termination of this MOU, be returned to it or destroyed.




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13.5. Neither Party shall be liable to the other in damages for inadvertent,
      accidental, unauthorized, or mistaken disclosure by its employees of
      Confidential Information obtained pursuant to this MOU.

13.6. The provisions of this Section 13 shall survive the termination or
      expiration of this MOU for a period of 5 years following such termination
      or expiration.

13.7. No Party shall make any public announcement with respect to any MOU,
      without the prior written consent of FT and Newco.

14. GOVERNING LAW AND DISPUTE RESOLUTION

14.1. This MOU is governed by, and shall be construed in accordance with the
      laws of England and Wales.

14.2. All disputes arising under or in connection with this MOU shall be finally
      settled by the a board of 3 arbitrators in accordance with the Rules of
      Conciliation and Arbitration of the International Chamber of Commerce. The
      arbitration shall take place in the Netherlands and all proceedings shall
      be in the English language. The decision reached by the arbitrators shall
      be final and either Party may seek to have the arbitral award enforced by
      any court of competent jurisdiction.

14.3. Each Party shall have the right to seek injunctive relief from any court
      of competent jurisdiction pending the establishment of the arbitral
      tribunal, injunctive relief in aid of arbitration or to protect the rights
      of such Party. Any request for such interim relief by a Party shall be
      deemed incompatible with, or a waiver of, this agreement to arbitrate.

15. ENTIRE OBLIGATIONS

15.1. This MOU does not obligate either Party to any financial or legal
      obligations other than those specified herein.

15.2. This MOU constitutes the entire agreement between the Parties with respect
      to the subject matter dealt with in this MOU and supersede all prior oral
      or written agreements, representations (innocent or negligent),
      statements, negotiations, understandings, proposals relating to such
      subject matter between the Parties.

16. GENERAL

16.1. NOTICES:- All notices, demands, or requests which may be given by any
      Party to the other Party shall be in writing in the English language and
      shall be deemed to have been duly given (a) on the date of dispatch when
      delivered in person; (b) one day after dispatch when sent by overnight
      courier, maintaining records of receipt; and (c) on the date of dispatch
      when sent by registered mail or facsimile




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      during normal business hours with telephone confirmation of receipt and
      addressed as follows:

      If to Newco:
      Attention: General Counsel

      If to FT:
      Attention: FT/BE Executive Vice President

      With a copy to:
      FTLD Legal Department

      The address to which such notices, demands, request, elections, or other
      communications given by either Party may be changed by written notice
      given by such Party to the other Party pursuant to this Section.

16.2. NO WAIVERS:- No waiver of any provisions of the MOU and no consent to any
      default under this MOU shall be effective unless the same shall be in
      writing and signed by or on behalf of the Party against whom such waiver
      or consent is claimed. No failure of either Party to strictly enforce any
      term, right, or conditions of the MOU shall be construed as a waiver of
      such term, right or condition.

16.3. INVALIDITY:- If any provision of this MOU or any part thereof, is held
      invalid or unenforceable, the remainder of this MOU will not be affected
      thereby and each remaining provision or part thereof will be valid and
      enforceable to the full extent permitted by law.

16.4. EQUITABLE RELIEF:- Either Party may seek injunctive or other equitable
      relief to remedy any actual or threatened dispute.

16.5. COUNTERPARTS:- This MOU may be executed in multiple counterparts, each of
      which shall be deemed an original, but all of which shall constitute one
      and the same instrument.



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Accordingly, the Parties agree as of the Effective Date:-


FOR FT:-                                    FOR NEWCO:-






---------------------------                 ---------------------------
Name:                                       Name:


Title:                                      Title:


Date:                                       Date: