<PAGE>
===============================================================================






                                   EXHIBIT-5*






------------
*Pursuant to a request for Confidential Treatment under Rule 24b-2
of the Securities and Exchange Act of 1934, as amended, confidential portions
have been omitted and filed separately with the Commission.

===============================================================================
<PAGE>
                           CAPACITY PURCHASE AGREEMENT
                            N(DEGREE) FTLD/M&S/01/051

THIS AGREEMENT is entered into on April 12, 2002, the "Effective Date".

BETWEEN

(1)  FRANCE TELECOM SA, a company incorporated in France and having its
     principal office at 6, Place d'Alleray 75015 Paris ("Grantor"); and

(2)  EQUANT NETWORK SYSTEMS LTD, a company incorporated in Ireland and having
     its principal office at Garrvard House, 25-26 Earlsfort St., Dublin 2,
     Ireland ("Purchaser");

Each hereinafter jointly referred to as "Parties".

RECITALS

(A)  Grantor has rights on the network described in Schedule 1 (the "Network").

(B)  Purchaser desires to acquire from Grantor and Grantor is willing to grant
     to Purchaser, Capacity in the Network on an IRU basis as described in
     Schedule 2 (the "Capacity") and to provide co-location services as
     described in Schedule 3 (the "Co-location").

(C)  Grantor agrees to provide and Purchaser agrees to take the Capacity and the
     Co-location on the terms and subject to the conditions set out in this
     Agreement.

1.   DEFINITIONS AND INTERPRETATION

1.1  In this Agreement:

     "Acceptance Date"        means the date on which Grantor acknowledges
                              receipt from Purchaser of a fully complete Service
                              Order Form;

     "Agreement"              means this written agreement, including the
                              schedules.

     "Affiliates"             means, in respect to any Party, any other entity
                              controlled by, under common control with, or
                              controlling such Party. For the purposes of the
                              Agreements, 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.

     "Capacity"               means the telecommunications bandwidth supplied by
                              the Grantor for Purchaser's sole and exclusive
                              use. The Capacity may be either Wavelength
                              services or Interim Capacity, as more fully
                              described in Schedule 2 and Schedule 2a.

     "Co-location Services"   means the locating of Purchaser's
                              telecommunications equipment within the premises
                              of Grantor, as further described in Schedule 3.




                                       1
<PAGE>

     "Co-location Fee"              means the amount payable by Purchaser to
                                    Grantor for the Co-location as further
                                    described in Schedule 5.

     "Committed Delivery Date"      means in respect of each Wavelength or
                                    Wavelength Ring or Co-location Services the
                                    date on which Purchaser receives written
                                    notification from Grantor that such
                                    Wavelength or Wavelength Ring has
                                    successfully passed Grantors tests and is
                                    Ready For Service in conjunction with the
                                    Co-location Services, as further described
                                    in Schedule 6, section 1.1.

     "Confidential Information"     means in relation to either Party,
                                    information (whether in oral, written or
                                    electronic form) belonging or relating to
                                    that Party, its business affairs or
                                    activities which is not in the public domain
                                    and which: (i) either Party has marked as
                                    confidential or proprietary, (ii) either
                                    Party, orally or in writing has advised the
                                    other Party is of a confidential nature,
                                    (iii) due to its character or nature, a
                                    reasonable person would treat as
                                    confidential, and/or (iv) the contents of
                                    this Agreement.

     "Corresponding Wavelength
     Ring"                          means, when talking about a specific
                                    Wavelength, the Wavelength Ring the specific
                                    Wavelength is part of, as more fully
                                    described in Schedule 2.

     "DDF"                          means Digital Distribution Frame.

     "Effective Date"               means June 22, 2001 which date corresponds
                                    to the delivery date of the first STM-1 of
                                    Interim Capacity.

     "Footprint"                    means a dedicated space 60 centimeters by 60
                                    centimeters which Purchaser shall order from
                                    Grantor pursuant to a Service Order Form.

     "Initial Payment               means the amount referred to in Schedule 5,
                                    Section 1, (i).

     "Initial RFS Date"             means, with respect to each Wavelength, the
                                    date on or after which Purchaser may request
                                    such Wavelength to be activated as described
                                    in Schedule 6. Initial RFS Dates are set
                                    forth in Schedule 2.

     "Interim Capacity"             means the broadband services based on SDH
                                    technology, provided by Grantor to
                                    Purchaser, as more fully described in
                                    Schedule 2a. The Interim Capacity is
                                    delivered either to Purchaser's POPs or to
                                    Grantor's premises for an initial period of
                                    six (6) months.

     "IRU"                          means an indefeasible right of use of a unit
                                    of Capacity dedicated to Purchaser on the
                                    Network in accordance with the terms and
                                    conditions of this Agreement.

     "OA&M Charges"                 means the operation, administration
                                    and maintenance charges specified in Clause
                                    5 and Schedule 5.

     "ODF"                          means Optical Distribution Frame.


                                       2
<PAGE>

     "POP"                          means a Point of Presence where Grantor
                                    exchanges telecommunications services with
                                    customers or other telecommunications
                                    carriers. The POPs are listed in Schedule 4.

     "Purchase Price"               means the amount payable by Purchaser to
                                    Grantor for the Capacity as specified in
                                    Schedule 5.

     "Requested Delivery Date"      means the date identified in the Service
                                    Order Form, on which Purchaser requires
                                    Grantor to activate a Wavelength and/or
                                    Wavelength Ring and the Co-location
                                    Services, as further described in Schedule
                                    6, section 1.1 and Schedule 2.

     "RFS Date"                     means, with respect to each Wavelength and
                                    Wavelength Ring, the date on which such
                                    Wavelength or Wavelength Ring will be ready
                                    for service as described in Clause 2.1 and
                                    Schedule 6.

     "RFS Standard"                 means the standards identified in Schedule 7
                                    which both Purchaser's and Grantor's
                                    acceptance tests must meet.

     "Service Order"                means an order for Capacity or
                                    Co-location placed by Purchaser with Grantor
                                    by means of completion of the Service Order
                                    Form.

     "Service Order Form"           means a form to be completed by Purchaser
                                    with Grantor when placing an order for
                                    Capacity or Co-location Services, a model of
                                    each of which is attached as Schedule 8.

     "Site(s)"                      means the site(s) between and at which the
                                    Capacity and the Co-location are to be
                                    provided to Purchaser as more specifically
                                    described as "Site A" and "Site B" in
                                    Schedule 2, Schedule 2a, Schedule 3 and in
                                    the Service Order Form.

     "Term"                         means the period from the execution of this
                                    Agreement until the expiry of the last
                                    Wavelength Term running.

     "The Network"                  means the telecommunication systems run by
                                    the Grantor from time to time, for the
                                    purpose of providing the Capacity. In the
                                    framework of this Agreement, the Network is
                                    limited to the Sites listed in Schedule 4.

     "Wavelength (s)"               means an unprotected 2.5 Gbps point-to-point
                                    broadband service, based on DWDM technology,
                                    routed on the Network, and delivered at
                                    Grantor's POPs, as further described in
                                    Schedule 2.

     "Wavelength Ring"              means a set of Wavelengths making a closed
                                    loop. The speed rate of one Wavelength Ring
                                    is 2.5 Gbps, as further described in
                                    Schedule 2.

     "Wavelength Term"              means ten (10) years from the RFS Date of
                                    the Wavelength or the RFS Date of the
                                    Corresponding Wavelength Ring.


                                       3
<PAGE>

         "Working Day"              means local business days 8.30 am to 6.30 pm
                                    local time excluding bank and public
                                    holidays in the countries in which the
                                    relevant Sites are located.

1.2      Where the context so admits or requires words denoting the singular
         include the plural and vice versa and words denoting any gender include
         all genders.

1.3      Clause headings are purely for ease of reference and do not form part
         of or affect the interpretation of this Agreement.

1.4      References to Clauses and Schedules are to Clauses of and Schedules of
         this Agreement.

1.5      References to each Party herein include references to its successors in
         title, permitted assigns and novatees.

1.6      In the event of any inconsistency between the provisions of any
         schedule hereto and the provisions of the main body of this Agreement,
         the latter shall prevail to the extent of the inconsistency.

2.       PROVISION OF CAPACITY AND CO-LOCATION

         Grantor shall provide the Capacity and Co-location subject to the
         conditions set forth below.

2.1      Wavelengths

2.1.1    Purchaser hereby agrees to acquire the Wavelengths specified in
         Schedule 2 hereof on an IRU basis for the Purchase Price on the terms
         and conditions set forth in this Agreement.

         Grantor will provide the Wavelength Rings for the Wavelength Term,
         unless this Agreement is terminated earlier under Clause 8, in which
         case such provision of Wavelength Rings shall terminate automatically.
         The Wavelength Term may be extended under Clause 8.1.

2.1.2    The delivery and acceptance testing procedures of Wavelengths and
         Wavelength Ring are set forth in Schedule 6.(*)

2.1.3    If the RFS Date for any Wavelength or Wavelength Ring does not occur
         within sixty (60) Working Days of the Requested Delivery Date,
         Purchaser may terminate its obligation to purchase such Wavelength and
         the Corresponding Wavelengths on such Wavelength Ring with immediate
         effect, except where such delay is due to Purchaser. In such case,
         Grantor shall refund any Initial Payments applicable to such Wavelength
         or the Corresponding Wavelength Ring, plus any interest accrued on such
         Initial Payments from the Initial Payments Date to the date Purchaser
         terminates its obligation to purchase such Wavelength or the
         Corresponding Wavelength Ring. Such interest shall be calculated at the
         rate per annum of three (3)-month Euribor rate, or the highest rate
         applicable by law, whichever is the lesser, in effect from time to time
         calculated on a daily basis from the date on which payment became due
         to the date such payment is received by the other.

2.1.4    Thereafter Grantor shall not reroute the Wavelengths without the
         permission of Purchaser, other than in an emergency or restoral
         situation. In such an emergency or restoral situation, Grantor shall
         notify Purchaser of such rerouting as soon as reasonably practicable.



                                       4
<PAGE>

2.1.5    The Capacity shall meet the performance objectives set forth in
         Schedule 6, Service Level Agreement.

2.1.6    Purchaser shall be entitled to cause Grantor to upgrade and expand the
         Capacity in accordance with Purchaser's network and business growth
         objectives, insofar as such upgrade is technically possible. Any
         additional request for capacities, whether expansion, new activation or
         upgrade ("Additional Capacity") shall be governed by the Agreement for
         the Purchase of Global Transmission Services by and between France
         Telecom and Newco dated June 29th, 2001 ("The Global Agreement"), if
         the Additional Capacity falls within the scope of the Global Agreement.
         The SLA included in the Agreement shall apply to any such Additional
         Capacity. The pricing conditions included in the Global Agreement shall
         apply unless the Parties agree otherwise at the time of the request.

2.1.7    Grantor shall provide a circuit identifier on the Service Order Form
         which number shall be confirmed at the Acceptance Date.

2.2      Interim Capacity

         The terms and conditions governing the provision of Interim Capacity by
         Grantor to Purchaser are set forth in Schedule 2A.

2.3      Co-location Services

         The Grantor shall provide and Purchaser shall purchase Co-location
         Services as specified in Schedule 3 hereof for the Co-location Fee. The
         Grantor shall provide Co-location Services for the term set forth in
         the Service Order Form unless this Agreement is terminated earlier
         under Clause 8, in which case such provision of Co-location Services
         shall terminate automatically. The provision of Co-location Services
         may be extended under Clause 8.1.

3.       PAYMENT FOR CAPACITY AND CO-LOCATION SERVICES

3.1      Purchaser shall make payment for the Capacity to Grantor's account in
         immediately available Euros, in accordance with the payment terms set
         forth in Schedule 5 and 6.

3.2      OA&M CHARGES. Grantor will invoice Purchaser quarterly in advance in
         Euros on the first Working Day of January, April, July and October for
         the OA&M Charges, with the exception of OA&M to be applied on Capacity
         activated in between January, April, July and October. In this case,
         OA&M will be charged to Purchaser at quarterly pro rata temporis from
         the RFS Date of each Capacity.

         CO-LOCATION SERVICES. Grantor shall invoice Purchaser monthly for all
         sums payable by Purchaser for Co-location Services. Grantor shall
         establish the invoice not later than thirty (30) days after the month
         to which the Co-location Services relates.

3.3      Purchaser shall pay all amounts due under this Agreement within thirty
         (30) days of the date of the invoice.

3.4      Purchaser shall make all payments under this Agreement by means of a
         wire transfer to an account designated by Grantor in writing within
         thirty (30) Working Days after the invoice date, by bank transfer to
         the following Grantor account:

         CREDIT LYONNAIS
         AGENCE CENTRALE ENTREPRISES PARIS
         CODE IBAN FR76 3000 2007 9000 0000 6230 S35
         CODE SWIFT CRLY FRPP XXX



                                       5
<PAGE>

         Each Party shall be entitled on reasonable grounds to dispute any
         invoice or payment. In such case, that Party shall give the other Party
         notice within thirty (30) days of receipt of the disputed invoice or
         payment, specifying the disputed amount, together with such supporting
         documentation as shall be necessary to substantiate its claim. The
         Parties shall co-operate to resolve the dispute in an expeditious
         manner and in any event within thirty (30) additional days. No claims
         shall be valid if such notice and documentation is not delivered within
         such thirty (30) day period. In no event shall either Party withhold
         any part of any invoice which is not the subject of a bona fide
         dispute. If the dispute is not resolved within the above prescribed
         period, it shall follow the Dispute Resolution process defined in
         Clause 23.

3.5      All amounts due hereunder that are not paid when due, including any
         amount subject to a bona fide dispute by a Part shall accrue interest
         at the rate per annum of three (3)-month Euribor rate, or the highest
         rate applicable by law, whichever is the lesser, in effect from time to
         time calculated on a daily basis from the date on which payment became
         due to the date such payment is received by the other.

3.6      The Purchase Price is fair market value.


4.       TAXES

4.1      All payments made by Purchaser under this Agreement shall be made
         without any deduction, set-off or counterclaim and, except to the
         extent required by any law or regulation, free and clear of any
         deduction or withholding on account of any tax, duty or other charges
         of whatever nature imposed by any taxing or governmental authority
         (collectively "Taxes").

4.2      All payments under this Agreement are exclusive of value added tax or
         other relevant sales or turnover taxes ("VAT"). Purchaser shall pay to
         grantor all applicable VAT with the relevant payments for the Services.

4.3      Any rates, levies, charges or Taxes (other than taxes on Grantor's
         income) levied or assessed in relation to the use, ownership,
         possession or occupation of the Capacity or Co-location Services
         provided pursuant this Agreement (being rates, levies, charges or Taxes
         that are directly related to the use, ownership, possession or
         occupation by Purchaser of the Capacity or Co-location Services) shall
         be borne by and shall be for the account of Purchaser.

5.       OPERATION, ADMINISTRATION AND MAINTENANCE OF THE NETWORK

5.1      Grantor shall cause the Network to be operated, administered and
         maintained in efficient working order and in accordance with the
         standards of a reputable service provider in the telecommunications
         industry and in accordance with Schedule 3, Access and Co-location
         Services. Grantor shall ensure that its sub-contractors, affiliates,
         and suppliers perform their obligations and will cause them to operate
         the Network including routine, preventive and corrective maintenance in
         accordance with performance standards set forth in Schedule 6. Grantor
         shall be solely responsible for the performance of its obligations
         hereunder and the performance of its sub-contractors, affiliates and
         suppliers and shall indemnify and hold Purchaser harmless regarding any
         claim, loss or damage asserted or caused by any such sub-contractor,
         affiliate or supplier of Grantor.

5.2      Grantor will have sole responsibility for negotiating, executing and
         administering the contracts related to the construction, operation,
         maintenance and repair of the Network.



                                       6
<PAGE>

5.3      Should any condition exist that may impair the integrity of the
         Network, Grantor shall initiate and coordinate restoral or planned
         maintenance as required, which may include deactivation of the Network
         or a segment thereof. As per section 5 of Schedule 6, Grantor shall, to
         the extent reasonably practicable, give Purchaser fourteen (14)
         calendar days notice in writing (or such shorter period as may be
         necessary), prior to initiating a planned maintenance operation, of the
         timing and scope of such planned maintenance operation.

5.4      In the event of disruption of service due to an Event of Force Majeure
         or any other cause or other emergency, Grantor shall cause service to
         be restored as quickly as possible, and Grantor shall take all such
         measures necessary to obtain such objective.

5.5      Purchaser shall pay the OA&M Charges in accordance with Clause 3.2.

6.       ACCESS TO THE NETWORK

6.1      POPS

         Purchaser shall have the right to connect its telecommunications system
         and access circuits with the Network and Grantor will ensure that
         Purchaser is granted access to the Network at the points agreed between
         the parties ("POPs"), upon reasonable prior notice between 9.00 a.m.
         and 5.00 p.m., Monday to Friday ("Normal Business Hours"), as described
         in Schedule 3. Purchaser may obtain access to the Network outside
         Normal Business Hours upon receipt of Grantor's prior written consent.
         Purchaser shall be entitled to install Purchaser's equipment at the
         POP, if necessary, and shall comply with all reasonable instructions
         issued from time to time by Grantor in relation to the use of the POP
         facilities. Grantor will also ensure that any access circuit,
         equipment, or maintenance provider chosen by Purchaser is granted
         access to Grantor's Sites in France under the same conditions granted
         to Purchaser as described above. Should Purchaser face major
         difficulties in accessing Grantor's Sites via a third party, Grantor
         and Purchaser shall negotiate in good faith in a timely manner fair and
         reasonable conditions for the access to the Sites.

6.2      Purchaser shall keep safe and secure and shall take all reasonable care
         of any and all equipment at Grantor's premises or elsewhere while such
         equipment is in the possession and control of Purchaser, whether the
         connection to the Network is performed either by the Purchaser itself,
         or any access provider chosen by Purchaser.

6.3      Purchaser acknowledges that it will not have exclusive occupation of
         the POPs and in recognition of this fact, Purchaser covenants with
         Grantor that it will not, and that it will procure that its personnel,
         customers and access providers will not, tamper with, modify, deal,
         repair, alter or in any way interfere with equipment which is not their
         own without the prior authorisation of Grantor. Purchaser acknowledges
         that the right of access granted under this Clause 6 is granted solely
         for the purpose of connecting its telecommunications system and access
         circuits to the Network and solely for the purpose of receiving the
         Capacity and Co-location services provided by Grantor to it under this
         Agreement.

7.       NON-INTERFERENCE AND COMPLIANCE WITH LAW

7.1      Purchaser's use of the Network shall not: (i) interfere with or impair
         service over any of the facilities comprising the Network or any
         circuits or facilities of any other user of System; (ii) impair privacy
         of any communications over such circuits or facilities; (iii) cause
         damage of any nature to the Network; or (iv) create hazards to the
         employees of any of the aforementioned users of the Network or of any
         owner of the aforementioned circuits or facilities or to the public.



                                       7
<PAGE>

7.2      Purchaser shall obtain all necessary licences, approvals, permits and
         consents required by any government or regulatory authority having
         jurisdiction over the Network to authorise Purchaser to use the
         Network. Purchaser shall use the Network in accordance with and subject
         to all applicable provisions of law including but not limited to the
         licences for Grantor to operate the Network and any and all applicable
         rules, regulations and orders of any government or regulatory authority
         having jurisdiction over the Network.

7.3      Purchaser shall comply with all reasonable rules and instructions from
         time to time notified by Grantor to Purchaser in relation to the safe
         use of the Capacity and Co-location.

8.       TERM AND TERMINATION

8.1      This Agreement shall have effect on and from the Effective Date and,
         subject to the remaining terms of this Clause 8, shall continue in full
         force and effect for the Term.

         Before the end of each Wavelength Term, Purchaser may decide to extend
         such term. The Parties shall agree on such extension and on the amounts
         to be paid (including OA&M) at such time.

8.2      If either Party commits a material breach of this Agreement, and such
         breach is not remedied within thirty (30) days following a written
         notice by the non-breaching Party, the non-breaching Party may
         terminate this Agreement with immediate effect and exercise all rights
         and remedies available to it at law.

8.3      Either Party may terminate this Agreement forthwith on written notice
         if the other Party becomes insolvent, has a trustee, receiver,
         administrative receiver, administrator or manager appointed of the
         whole or any part of its assets or business, makes any composition or
         arrangement with its creditors, takes or suffers any similar action in
         consequence of debt or any order or resolution is made for its
         dissolution or liquidation (other than for the purpose of solvent
         amalgamation of reconstruction) under the laws applicable to that
         Party. If such an event occurs on the part of the Grantor, the trustee,
         receiver, administrative receiver, administrator or manager of
         insolvency shall continue to service the Capacity until the end of the
         Term for such time as Purchaser continues to pay the OA&M charges.

9.       NO LICENSE

         Nothing in this Agreement shall vest in or confer on Purchaser any
         patent or any other right or licence in the intellectual property
         arising from or relating to any apparatus, system or method used by
         Grantor or by Purchaser in connection with the use of the Capacity or
         Co-location.

10.      ASSIGNMENT

10.1     Either Party ("the Assigning Party") shall be permitted to assign,
         transfer or otherwise dispose of this Agreement to any of its
         Affiliates. The Assigning Party shall give the other Party thirty (30)
         days advance written notice of any such assignment, transfer or other
         disposition.

10.2     Neither Party shall be entitled, except as provided in Clause 10.3, to
         assign, transfer or dispose of, in any manner, this Agreement to a
         non-Affiliate without the prior written consent of the other Party, and
         any attempted assignment, transfer or disposal without said prior
         written consent shall be void.


                                       8
<PAGE>

10.3     No person other than a Party to this Agreement shall be entitled to
         enforce or benefit from any term of it save that where an agreement is
         entered into pursuant to which any rights and/or obligations contained
         in this Agreement are permissibly assigned or novated to a third party,
         nothing in this Clause shall, of itself, operate to prevent the
         assignee from taking the benefit of, and enforcing, any rights so
         assigned.

11.      INTELLECTUAL PROPERTY

         For the avoidance of doubt nothing in this Agreement shall have the
         effect of granting or transferring to, or vesting in Purchaser any
         intellectual property rights, or any other right, title or interest in
         or to any ideas, strategies, methodologies, processes, concepts or
         policies belonging to, denied, developed or created by Grantor or any
         third party whether before or in the course of performance of this
         Agreement or otherwise, or any material, item or work devised,
         developed or created by Grantor or any third party prior to or during
         the term of this Agreement.

12.      NATURE OF RIGHTS

         All rights granted hereby and obligations entered into hereunder are
         purely contractual. Nothing in this Agreement shall have effect to
         grant any ownership, proprietary or possessory rights in any of the
         subject-matter hereof to Purchaser.

13.      WARRANTIES

13.1     Grantor hereby represents and warrants to Purchaser that:

13.1.1        Grantor is a corporation duly organised and validly existing under
              the laws of France; and

13.1.2        Grantor has full power and authority to enter into and perform
              this Agreement, and that there are no existing agreements or
              arrangements with third parties the terms of which prevent it from
              entering into this Agreement or which would impede or prevent the
              substantial performance of its obligations under this Agreement.

13.2     Purchaser hereby represents and warrants to Grantor that:

13.2.1        Purchaser is a corporation duly organised, validly existing and in
              good standing under the laws of its jurisdiction of organisation;
              and

13.2.2        Purchaser has full power and authority to enter into and perform
              this Agreement, and that there are no existing agreements or
              arrangements with third parties the terms of which prevent it from
              entering into this Agreement or which would impede or prevent the
              substantial performance of its obligations under this Agreement.

13.3     The foregoing representations and warranties shall survive the
         execution and delivery of this Agreement.

13.4     Grantor represents and warrants that it will obtain by the RFS Date,
         all material and applicable governmental or non-governmental licences,
         easements, rights of way, rights of collocation and any other
         approvals, permits or consents required for Grantor to provide the
         Capacity and Co-location Services ("Authorisations"), and will maintain
         or renew all such Authorisations through the term of this Agreement and



                                       9
<PAGE>

         replace such Authorisations with reasonably suitable replacement
         Authorisations if any expire or are terminated or discontinued during
         the term of this Agreement. If any Authorisations are modified,
         terminated or discontinued and not replaced resulting in interruption
         of service, then Grantor will provide Purchaser with comparable Service
         or compensate Purchaser appropriately.

14.      LIABILITIES AND WARRANTIES

14.1     This Agreement sets forth the full extent of each Party's obligations
         and liabilities in respect of the provision of Capacity and the
         Co-location. Any condition, warranty or other term concerning the
         provision of Capacity and Co-location which might otherwise be implied
         into or incorporated into this Agreement, or any collateral contract,
         whether by statute, common law or otherwise is hereby excluded.

14.2     Grantor shall not be liable to Purchaser for any loss or damage caused
         by or arising out of any temporary failure or disruption of the Network
         or any facilities associated herewith or for any interruption of a
         Service except as expressly provided in this Agreement.

14.3     Nothing in this Agreement shall exclude or limit either Party's
         liability for fraud or for death or personal injury.

14.4     In no event shall either Party be liable under this Agreement for any
         consequential, incidental, indirect or special loss or damage of any
         kind, in each case howsoever arising, and whether arising in tort
         (including negligence), breach of contract or otherwise.

14.5     Neither Party shall be liable to the other or any third party for any
         claim, damage or expense by reason of the information or content
         transmitted over the Network by either Party.

14.6     Notwithstanding anything in this Agreement, neither Party shall be
         liable to the other for any claims arising out of a breach in the
         privacy or security of communications transmitted over such Party's
         facilities, unless such breach in the privacy or security of such
         communications is a result of the willful misconduct of such Party.

14.7     Except for (a) claims arising from death or personal injury (for which
         no limit applies); (b) claims arising from breach of third party
         intellectual property rights; (c) unpaid invoices; or (d) credits under
         any service level agreements, the Parties' cumulative liability for
         damages under this Agreement, for any cause whatsoever, and regardless
         of the form of action, whether in tort or contract, shall be limited to
         Euros 7,500,000 per event, or per series of connected events.

14.8     The provisions of this Clause 14 shall continue to apply
         notwithstanding the termination or expiry of this Agreement.

14.9     Grantor represents and warrants that it shall supply the Capacity
         described in Schedule 2, and ensure that the maintenance and restoral
         are performed, all in accordance with the standards of a reputable
         service provider in the telecommunications industry.

15.      FORCE MAJEURE

         Neither Party shall be deemed in default of any of its obligations
         under this Agreement, if, and to the extent that, performance of such
         obligation is prevented or delayed by acts of God or public enemy,
         civil war, insurrection or riot, fire, flood, explosion, earthquake,
         national emergency, act or omission of any governing


                                       10
<PAGE>

         authority or agency thereof or any other unforeseeable, unpredictable,
         circumstances beyond its control ("Event of Force Majeure"), provided
         that such Event of Force Majeure is not caused by the negligence of the
         Party claiming the Event of Force Majeure. The claiming Party shall use
         reasonable endeavours to avoid or minimise the effects of an Event of
         Force Majeure. Upon the occurrence of an Event of Force Majeure, the
         time for performance shall be extended for the period of delay or
         inability to perform due to such occurrence, provided that should such
         Event of Force Majeure extend beyond sixty (60) days, the non-affected
         Party shall have the right to terminate this Agreement and seek all
         remedies available to it at law.

16.      RELATIONSHIP OF THE PARTIES

         The relationship between the Parties is that of independent
         contractors. Nothing in this Agreement shall constitute the Parties as
         partners, joint ventures or constitute any Party as the agent, employee
         or representative of the other Party or empower any Party to act for,
         bind or otherwise create or assume any obligation on behalf of any
         other Party, and no Party shall hold itself out as having authority to
         do the same.

17.      SEVERABILITY

         If any term of this Agreement is found to be illegal, invalid or
         unenforceable under any applicable law, such term shall, insofar as it
         is severable from the remaining terms, be deemed omitted from this
         Agreement and shall in no way affect the legality, validity or
         enforceability of the remaining terms.

18.      WAIVER

         The failure of any Party to enforce or to exercise at any time or for
         any period of time any term of or any right or remedy pursuant to this
         Agreement does not constitute, and shall not be construed as, a waiver
         of such term, or right or remedy and shall not prevent any further
         exercise of the term, right or remedy or the exercise of any other
         right or remedy.

19.      HEADINGS

         The headings of the clauses of this Agreement are for convenience of
         reference only and are not intended to restrict, affect or be of any
         weight in the interpretation or construction of provisions of such
         clauses.

20.      NOTICES

         Any notice or other communication pursuant to this Agreement shall be
         in writing and shall be deemed to have been duly given or served by the
         Parties if sent by hand or facsimile or by registered mail addressed as
         follows:

         If to Grantor:                   If to Purchaser:


         France Telecom                   Equant Network Systems Limited

         ATTN:  Frederic Freschel,        ATTN:  General Counsel,



                                       11
<PAGE>

         With a copy to Legal                        with a copy to Vice
                                                     President, Telecom
                                                     Supplier Management

         Facsimile: +33 1 43 42 63 34                Facsimile: 1 703 689 6690
                                                                1 33 4641 9188
         If notice is sent by hand, it shall be deemed to have been received on
         the date of delivery, provided delivery is obtained. If notice is sent
         by registered mail, it shall be deemed to have been received on the
         fifth day after it was dispatched. If notice is sent by facsimile, it
         shall be deemed to have been received upon day the transmission was
         sent.

21.      AMENDMENTS

         No alteration to or variation of this Agreement shall take effect
         unless and until the same is in writing and signed on behalf of each of
         the Parties by a duly authorised representative.

22.      CONFIDENTIALITY

22.1     Subject to Clause 22.2, each Party undertakes to the other that it will
         maintain and treat in confidence, and procure that its directors,
         employees and professional advisers, sub-contractors and agents
         maintain and treat in confidence, the other Party's Confidential
         Information.

22.2     Clause 22.1 shall not apply to any information which:

         -        is in or comes into the public domain other than by default of
                  the recipient Party; or

         -        is or has already been independently generated by the
                  recipient Party; or

         -        is lawfully received by the recipient from a third party on an
                  unrestricted basis; or

         -        is in the possession of or is known by the recipient Party
                  prior to the date of this Agreement, to the extent that such
                  recipient Party is not bound by any existing obligation of
                  confidentiality in respect of such information to the other
                  Party hereto.

22.3     Nothing in this Clause 22 shall prohibit or restrict either Party
         disclosing any Confidential Information to the extent to which the same
         is required to be disclosed by law, regulation or pursuant to an order
         of a competent authority, or to a legal, financial, accounting or other
         professional adviser (including lenders and other financiers), provided
         the recipient provides, in the case of disclosure by law, regulation or
         order, the disclosure with reasonable written notice prior to any such
         disclosure and in the case of disclosure to a professional advisor that
         the professional advisor undertakes to treat the Confidential
         Information as confidential (in terms materially the same as this
         Clause 22).

22.4     On termination of this Agreement for whatever reason the recipient
         Party shall return to the disclosing Party (or, at the discretion of
         the disclosing Party, destroy) all copies of Confidential Information
         of the other Party which it has in its possession.

22.5     The provisions of this Clause 22 shall survive the termination or
         expiry of this Agreement for a period of five years.

23.      ANNOUNCEMENTS

         No announcement shall be made or issued in respect of the subject
         matter of this Agreement without the prior written approval of the
         Parties (save for any announcement which is


                                       12
<PAGE>

         required to be made by any stock exchange or by any governmental
         authority, where the relevant Party shall (as far as practicable) make
         available the proposed announcement to the other Party for prior
         comment). The Parties will co-operate to establish a public position
         which they are entitled to present to third parties.

24.      GOVERNING LAW AND DISPUTE RESOLUTION

24.1     This Agreement shall be construed in accordance with and shall be
         governed by the laws of England and Wales.

24.2     Where any dispute or difference arises between Purchaser and Grantor or
         their representatives which remains unresolved, the dispute or
         difference shall be escalated as follows, for resolution:

         FIRST LEVEL

         Grantor                    Account Manager

         Purchaser                  VP, Telco Supplier Management

         If agreement cannot be reached within ten working days the dispute or
         difference may be escalated by either Party to the Second Level.

         SECOND LEVEL

         Grantor                    VP, CSS

         Purchaser                  VP, Customer Services and Network Finance

         If agreement cannot be reached within ten days of escalation to the
         Second Level then either Party may escalate the dispute or difference
         to the Third and final level:

         THIRD LEVEL

         Grantor                    FTLD EVP

         Purchaser                  Senior VP, Customer Service and Network

         If agreement cannot be reached within ten (10) days of escalation to
         the Third Level then either Party may refer the dispute to arbitration
         pursuant to the Rules of Arbitration and Reconciliation of the
         International Chamber of Commerce.

24.3     Nothing in this Clause 24 will prevent either Party from having
         recourse to a court of competent jurisdiction for the purpose of
         seeking a preliminary injunction or other provisional declaratory
         relief, as it considers necessary to avoid irreparable damage.

25.      COUNTERPARTS

         This Agreement may be executed in several counterparts, each of which
         shall be deemed an original but all of which together shall constitute
         one and the same document.


                                       13
<PAGE>

26.      ENTIRE AGREEMENT

         This Agreement contains all the terms agreed among the Parties
         regarding its subject matter and supersedes any prior agreement,
         understanding or arrangement between the Parties, whether oral or in
         writing. No representation, undertaking or promise shall be taken to
         have been given or be implied from anything said or written in
         negotiations among the Parties prior to this Agreement except as
         expressly stated in this Agreement.

         SCHEDULES:

         1 - The Network
         2 - The Capacity : Wavelength Rings
         2a - The Interim Capacity
         3 - Access and Co-Location Services
         4 - Addresses of the POPs
         5 - Pricing
         6 - Service Level Agreement
         7 - Ready For Service Standard
         8 - Service Order Forms

27.      FURTHER ASSURANCES

         The Parties shall do and execute all such further acts and things as
         are reasonably required to give full effect to the rights given and the
         transactions contemplated by this Agreement.

IN WITNESS WHEREOF the Parties have executed this Agreement on the date set
forth herein (the "Date of Signature").

FRANCE TELECOM                               EQUANT NETWORK SYSTEMS LTD.

By:                                          By:
         ----------------------------                -------------------------
                (Signature)                                  (Signature)

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

Title:                                       Title:
         ----------------------------                -------------------------

Date:                                        Date:
         ----------------------------                -------------------------



                                       14
<PAGE>


                                   SCHEDULE 1

                                   THE NETWORK

A        DESCRIPTION

The Network is a state-of-the-art, self-healing broadband network linking
Europe's largest cities. It can carry 80 Gbps of traffic on each ring. Built and
operated by France Telecom with its affiliates, the Network will span 20,000 km
to interconnect 40 cities in 16 countries with seamless links, and be accessible
from over 250 major urban and business centres throughout Europe.

With the exception of France, the strategy of France Telecom is not to build all
of the infrastructure (fibre) but rather to buy Indefeasible Right of Usage in
fibre optics systems from other providers. For financial and regulatory
purposes, France Telecom has bought these Indefeasible Rights of Use through
long term commercial agreements with its European affiliates. However, France
Telecom is fully responsible for the architecture and engineering of the EBN. In
this scope, France Telecom has selected and implemented along the fibre its own
WDM and SDH equipment.

B.       TECHNOLOGY(*) Page 16

                                   SCHEDULE 2

                   THE CAPACITY: WAVELENGTH RINGS(*) Page 17

<TABLE>
<CAPTION>
THE CAPACITY                                   Initial RFS            Latest Requested
                                               Date                   Delivery Date
<S>                 <C>                         <C>                   <C>
CENTRAL RING
Amsterdam            Frankfurt                  01/04/2002               31/12/2003
Frankfurt            Paris                      SOF Acceptance           31/12/2003
                                                Date+ 70
                                                Working Days
Paris                London                     SOF Acceptance           31/12/2003
                                                Date + 70
                                                Working Days
London               Brussels                   01/04/2002               31/12/2003
Brussels             Rotterdam                  01/04/2002               31/12/2003
Rotterdam            Amsterdam                  01/04/2002               31/12/2003

GERMAN RING(1)
Frankfurt            Dusseldorf                 01/12/2001               31/12/2003
Dusseldorf           Hanover                    01/12/2001               31/12/2003
Hanover              Hamburg                    01/12/2001               31/12/2003
Hamburg              Berlin                     01/12/2001               31/12/2003
Berlin               Nuremberg                  01/12/2001               31/12/2003
Nuremberg            Frankfurt                  01/12/2001               31/12/2003

GERMAN RING(2)
Frankfurt            Stuttgart                  01/12/2001               31/12/2003
Stuttgart            Munich                     01/12/2001               31/12/2003
</TABLE>

                                       15
<PAGE>
<TABLE>
<CAPTION>
<S>                 <C>                         <C>                   <C>

Munich               Nuremberg                  01/12/2001               31/12/2003
Nuremberg            Frankfurt                  01/12/2001               31/12/2003

SPANISH RING
Paris                Toulouse                   SOF Acceptance           31/12/2003
                                                Date + 70
                                                Working Days
Toulouse             Madrid                     01/02/2002               31/12/2003
Madrid               Barcelona                  01/02/2002               31/12/2003
Barcelona            Toulouse                   01/02/2002               31/12/2003

Toulouse             Marseille                  SOF Acceptance           31/12/2003
Marseille            Lyon                       Date  + 70
Lyon                 Paris                      Working Days

SWISS RING
Paris                Zurich                     SOF Acceptance           31/12/2003
                                                Date + 70
                                                Working Days
Zurich               Geneva                     01/04/2002               31/12/2003
Geneva               Paris                      SOF Acceptance           31/12/2003
                                                Date + 70
                                                Working Days

ITALIAN RING
Paris                Milan                      SOF Acceptance           31/12/2003
                                                Date  + 70
                                                Working Days
Milan                Nice                       01/04/2002               31/12/2003
Nice                 Marseille                  01/04/2002               31/12/2003

Marseille            Lyon                       SOF Acceptance           31/12/2003
Lyon                 Paris                      Date + 70
                                                Working Days
</TABLE>



With respect to POPs which Purchaser does not take Co-location Services, the
Capacity will be delivered to Grantor's DDF which will be located in the
Grantor's POPs in the cities listed above. The Grantor's DDF will be the last
demarcation point for provisioning and supervision. With respect to POPs which
Purchaser does take Co-location Services, the Capacity will be delivered to
Purchaser's DDF which will be located in the Grantor's POPs in the cities listed
above. The Purchaser's DDF will be the last demarcation point for provisioning
and supervision.



                                       16
<PAGE>



                                   SCHEDULE 2A

(1) Description Interim Capacity(*) Page 19, 20
(2) Provision of Interim Capacity(*) Page 20
(3) Pricing for the Interim Capacity(*) Page 20
(4) Equivalent Monthly STM-1(*) Pages 20-21




                                       17
<PAGE>


                                   SCHEDULE 3

                         ACCESS AND CO-LOCATION SERVICES

1.       THERE ARE FOUR SCENARIOS FOR CO-LOCATION AND LOCAL ACCESS

     a)  Purchaser may order Co-location Service within the Grantor's POP to
         install Purchaser's terminating equipment. Purchaser shall be
         responsible to order the local loop for access into the POP.

     b)  Purchaser may order Co-location Services within the Grantor's POP to
         install Purchaser's terminating equipment. Purchaser shall be
         responsible to order a dark fibre city ring to connect the Grantor's
         POP to Purchaser's POP.

     c)  Purchaser and Grantor may have their POPs located in the same building
         in which case no Co-location Services will be required. Grantor shall
         provide fibre extension to connect its POP and Purchaser's POP.

     d)  Purchaser may order from Grantor local access at the DWDM level in
         which event Grantor shall install the terminating equipment in
         Purchaser's POP and no Co-location Services shall be required at
         Grantor's POP.

2.       CO-LOCATION SERVICES

Co-location Services shall be provided for Purchaser's equipment (the
"Equipment") and shall include the services described in this section 2.

The particular Co-location Services to be delivered by Grantor to Purchaser in
any given POP shall be identified in the relevant Service Order Form which shall
make reference to all or part of the services mentionned in this section.

Co-location Services includes both dedicated space and associated services.

Co-location Services include the supply to Purchaser of a dedicated Footprint in
a shared area accessible to other customers of Grantor. Co-location Service
includes:

         1. High level security and controlled access

         2. Controlled environment

         3. Fire protection

         4. High energy consumption (maximum 2 kW per Footprint)

         5. Fully redundant facility for optimal reliability

The Co-location Services specifications are summarised in the following table.
Certain sites may very slightly from the general specifications. During the
Equipment installation phase, Grantor and Purchaser shall jointly produce a
document (Services and Site Description) which shall include:
access procedure, technical specifications, Footprint layout, network
connectivity and floor plan. Prior to the installation of any Purchaser's
Equipment, Purchaser shall provide to Grantor the specifications applicable to
the Co-location of its equipment. Grantor shall advise if it is able to meet
such specifications. In the event that Grantor is unable to do so, the Parties
shall meet to determine an appropriate work around plan.



                                       18
<PAGE>

2.1      CO-LOCATION TECHNICAL SPECIFICATIONS

CO-LOCATION SITES             Sites are ETSI 300-019-1-3 class 3.1 compliant
                              (standard for a telecommunication room)

ACCESS AND SECURITY           Centralised access control for the doors with
                              magnetic badges and intrusion alarms. The access
                              surveillance centre is 24/24h manned centre to
                              allow intervention on equipment at any time

RAISED FLOOR                  The floor stands a floor load of 650kg/m(2)
                              Raised floor of minimum 0.35 m high and with 60x60
                              cm2 footprints and ventilation panels. Its
                              transverse electric resistance is in the 10(5) and
                              10(8) (OMEGA) range and the framework is connected
                              to the earth. Its reaction to fire is of the M1
                              type. The Footprint shall have a metallic face
                              that is connected to the earth (the resistance
                              between any two metallic points should be less
                              than 50 m(OMEGA)) Ceiling Height greater than 3.5m
                              from floor to ceiling (corresponds to more than
                              2.5m for the equipment)

POWER SUPPLY                  Two distinct 48 V power feedings. These are
                              secured with batteries that can take over for 9H
                              The 230 V (50 Hz) power feeding is secured (UPS)
                              Separate plug box for emergency generating

AIR CONDITIONING              Air filters : their efficiency shall
                              be 85% gravimetric (i.e. the filters stop 90% of
                              the 3(mu) dusts and 85 % of the 1(mu) dusts) The
                              Equipment can work in a 5(degree)C - 40(degree)C
                              range with a maximum relative humidity of 85% non
                              condensing Low/High temperature alarms

FIRE DETECTION
 AND EXTINCTION               Smoke detectors shall be connected to a 24/24h
                              surveillance centre. The doors are at least 1H
                              fireproof and the partitions 2H Neutral gas fire
                              extinction System of the INNERGEN or ARGON type

EARTHING                      Earthing is greater than or equal to 5(OMEGA)

LIGHTING                      Neon lights with electronic ballasts
                              Lighting is 300 lux/m2
LIGHTNING PROTECTION          Over voltage protection is installed

FIBRE ACCESS                  Fibres can reach the building through two distinct
                              ducts

         2.2 AVAILABILITY OF CO-LOCATION SERVICES

The Grantor shall provide Co-location Services in the following POPs:

<TABLE>
<CAPTION>
                               INITIAL NEEDS    MAXIMUM
      CITY           OWNER          (NB           (NB                              ADDRESS
                                FOOTPRINT)    FOOTPRINT)

<S>                <C>            <C>           <C>        <C>
   AMSTERDAM 1      Casema           1             3       Spaklerweg 20, 1096 BA, Amsterdam
   BRUSSELS 1      Mobistar          1             1       18 rue Theodore Verhaegen, 1060 Brussels
   BRUSSELS 2      Mobistar          1             1       22 quai de Willebroek, 1210 Brussels
</TABLE>

                                       19
<PAGE>
<TABLE>
<CAPTION>
<S>                <C>            <C>           <C>        <C>
   FRANKFURT 2        TBD            2             3       TBD
    HAMBOURG       Mobilcom          0             2       Wendenstrasse 377, Hamburg
     LYON 1           FT             1             1       Lyon Sevigne, 1 rue Duphot, BP 3048, 69003 Lyon
     LYON 2           FT             1             1       Lyon Lacassagne, 131 avenue Felix Faure, 69003 Lyon
    MADRID 1         Uni2            1             2       2 calle Meneses, 28045 Madrid
    MADRID 2          ?              1             2       Understudy - To be determined
   MARSEILLE 1        FT             1             2       Marseille Nedelec, 2 rue Jules Ferry, 13003 Marseille
   MARSEILLE 2        FT             1             2       Marseille St Mauront, 83 rue Felix Pyat, 13003 Marseille
     MILAN 1         Wind            1             2       Viale Ortles, 70, Milano
     MILAN 2         Wind            1             2       Viale Italia, 26, Sesto San Giovanni
   ROTTERDAM        Casema           1             2       Van Vollehovenstraat 3, 3016 BE Rotterdam
     NICE 1           FT             1             1       48 rue Berlioz 06008 NICE
     NICE 2           FT             1             1       Rue Barthelemy 06000 NICE
   TOULOUSE 1         FT             1             1       9 rue Camichel BP 852, 31031 Toulouse Cedex 6
   TOULOUSE 2         FT             1             1       45 rue de Soupetard, 31045 Toulouse Cedex
     ZURICH        IXEurope          1             2       Hardstrasse 235, CH-8005 Zurich
</TABLE>

         2.3 FIRST LEVEL MAINTENANCE

First Level Maintenance shall be provided as further described below. First
Level Maintenance is strictly limited to telecommunications equipment (excluded
are servers, etc.)

First Level Maintenance is comprised of the following actions, including:
- Power on/off on the Equipment;
- Reboot of the Equipment;
- Maintenance action on Equipment's technical environment (power supply,
breakers, fans, etc.);
- Visual check of both front and rear panels of the Equipment;
- Removal of a card from a slot under Purchaser's remote technical support;
- Change of a card under Purchaser's remote technical support;
- Insertion of a new card in a fully equipped pre-cabled rack under Purchaser's
remote technical support;
- Replacement of damaged cabling or connection;
- Performance of a physical loopback on an interface under Purchaser's remote
technical support.

Purchaser must :

         - provide a spare set for the relevant Equipment,
         - give information indeed formation regarding its Equipment to
           facilitate Grantor's intervention.


Twelve (12) interventions per each rolling six month period per Footprint are
included in the Co-location Services Price. Each intervention shall be of a
reasonable duration under the circumstances (4-5 hours). For any intervention in
excess of a reasonable duration, Grantor shall advise Purchaser that additional
charges may apply and Purchaser shall decide whether or not to continue the
intervention.



                                       20
<PAGE>

In the event that Purchaser requests additional hours, the following rates shall
apply:

         - During business hours:  200 Euros/hour
         - During non business hours: 300 Euros/hour

For any supplementary intervention (in addition to the 12 included in the
Collocation Services identified above), the following prices will be applied for
the first hour:

         - During business hours:  500 Euros (including transfer)
         - During non working hours: 750 Euros (including transfer)

         2.4 INTERNAL CABLING TO CONNECT WITH A THIRD PARTY PROVIDER EXTERNALLY

For in-house cabling between Purchaser's Footprint and any other equipment on
the site for the purpose of connecting to a third part provider who shall
connect externally, the following prices for the cabling shall apply:

One (1) Fibre pair

         - Non Recurrent Charge : 1000 Euros

One (1) copper pair

         - Non Recurrent Charge : 400 Euros

-

         ALL OTHER CABLING IS FREE OF CHARGE.

         2.5 ADDITIONAL SERVICES

Any additional services required by the Purchaser, not covered in the
Co-location Services described herein, would be subject to a feasibility study
and additional costs.

         2.6 SITE ACCESS ARRANGEMENT

This paragraph describes the procedure for accessing Grantor's sites where
Grantor provides Co-location Services for the Equipment (see list of POPs on the
previous page).

All communication regarding Co-location Services, between the Purchaser and the
Grantor's CSC (Customer Service Centre) shall be in English.

FOR PURCHASER'S STAFF:

ANY PLANNED WORK

--   The Purchaser will notify the Grantor's CSC of the commencement date for
     the work four (4) calendar days prior to the visit. The notification shall
     be made by phone or email, followed by a confirmation by fax within one (1)
     day and shall include the identity of the Purchaser's representatives, the
     sites concerned by the intervention, and the expected duration of the work.
     A site request form will be provided by the Grantor to the Purchaser.

--   The Grantor's CSC shall acknowledge Purchaser's notification within one (1)
     day of receipt. Grantor's CSC shall make the necessary arrangements for
     ensuring access to Purchaser's representatives upon presentation of their
     identity cards in all the sites where work might be done.

VISIT RELATED TO O&M

For any corrective intervention, the Purchaser shall contact by phone the
Grantor's CSC to obtain the access to the sites concerned. Immediate access to
the buildings concerned, which are manned 24 hours a day, can be gained by
following the procedure hereafter:



                                       21
<PAGE>

--       a list of Purchaser authorised maintenance people has been previously
         delivered to the Grantor.

--       the authorised maintenance person must present an identity card or
         passport.

The procedure is the same for manned and unmanned sites, all of which are all
accessible 24/7.

AGENTS OR SUBCONTRACTORS OF PURCHASER

Agents or subcontractors will be under the responsibility of the Purchaser and
generally will be accompanied and/or introduced by a representative(s) of
Purchaser for the first visit. Thereafter this personnel shall be considered as
Purchaser staff and the above procedure shall apply provided that the Purchaser
provides the required identification and notifications to the Grantor's CSC.

         2.7  ESCALATION

An escalation procedure will be defined by the parties.

         2.8  ACCESS: WAVELENGTH EXTENSION IN ILE DE FRANCE (FRANCE)

This section describes the access solution for the Ile de France whereby Grantor
shall provide access Wavelengths between Grantor's POPs and Purchaser's POPs.

Grantor shall deploy a DWDM ring in Ile de France DEDICATED to Purchaser for the
purpose of carrying the access Wavelengths between Grantor's POPs and
Purchaser's POPs ("Access Wavelengths").

Grantor shall provide Access Wavelengths in Europe between Grantor's POPs
(outside of Paris) and Purchaser's POPs located in the Paris area.

2.1 REPARTITION PER BAND FOR A 32 UNPROTECTED LAMBDA ENGINEERING


[GRAPHIC]



                                       22
<PAGE>



THE TABLE BELOW GIVES THE REPARTITION OF THE 32 UNPROTECTED WAVELENGTHS AND THE
ACTIVATION DATE (EITHER FOR THE INITIAL IMPLEMENTATION MENTIONED IN PARAGRAPH
PRODUCTION PROCESS FOR THE DWDM RING IN PARIS BELOW OR IN SUBSEQUENT
IMPLEMENTATIONS COINCIDING WITH THE ORDERING OF LONG DISTANCE WAVELENGTHS).
<TABLE>
<CAPTION>
RING                  LAMBDA ORIGIN             FTLD POP       EQUANT POP     ACTIVATION DATE
<S>                  <C>                        <C>            <C>         <C>
Central Ring 1        London                      STA          Puteaux     Initial implementation
                      Frankfurt                  PAST          Puteaux     Initial implementation
Central Ring 1        London                      STA          Puteaux     Initial implementation
                      Frankfurt                  PAST          Puteaux     Initial implementation
Central Ring 1        London                      STA          Neuilly     Subsequent implementation
                      Frankfurt                  PAST          Neuilly     Subsequent implementation
Central Ring 1        London                      STA          Neuilly     Subsequent implementation
                      Frankfurt                  PAST          Neuilly     Subsequent implementation
Italian Ring 1        Lyon                       PAST          Neuilly     Initial implementation
                      Milan                       MSO          Puteaux     Initial implementation
Italian Ring 2        Lyon                       PAST          Neuilly     Subsequent implementation
                      Milan                       MSO          Neuilly     Subsequent implementation
Italian Ring 3        Lyon                       PAST          Puteaux     Subsequent implementation
                      Milan                       MSO          Puteaux     Subsequent implementation
Italian Ring 4        Lyon                       PAST          Neuilly     Subsequent implementation
                      Milan                       MSO          Neuilly     Subsequent implementation
Spanish Ring 1        Marseille                  PAST          Neuilly     Initial implementation
                      Toulouse                    MSO          Puteaux     Initial implementation
Spanish Ring 2        Marseille                  PAST          Neuilly     Subsequent implementation
                      Toulouse                    MSO          Neuilly     Subsequent implementation
Spanish Ring 3        Marseille                  PAST          Puteaux     Subsequent implementation
                      Toulouse                    MSO          Puteaux     Subsequent implementation
Spanish Ring 4        Marseille                  PAST          Neuilly     Subsequent implementation
                      Toulouse                    MSO          Neuilly     Subsequent implementation
Swiss Ring 1          Zurich                     PAST          Neuilly     Initial implementation
                      Geneva                      MSO          Puteaux     Initial implementation
Swiss Ring 2          Zurich                     PAST          Neuilly     Subsequent implementation
                      Geneva                      MSO          Neuilly     Subsequent implementation
Swiss Ring 3          Zurich                     PAST          Puteaux     Subsequent implementation
                      Geneva                      MSO          Puteaux     Subsequent implementation
Swiss Ring 4          Zurich                     PAST          Neuilly     Subsequent implementation
                      Geneva                      MSO          Neuilly     Subsequent implementation
</TABLE>


The solution used to carry the Wavelengths between Grantor's POP and the
Purchaser's PoPs consists in building a DWDM ring. Grantor proposes an ((
unprotected )) engineering.

Grantor shall be responsible for the Access Wavelengths which arrive at St Amand
and Monstouris and Pastourelle.

2.2 TECHNICAL FEATURES

--    WDM ring enables to carry 32 protected (lambda) (or 64 unprotected
      (lambda))


                                       23
<PAGE>

--    Band : 4(LAMBDA)

--    200 GHz spacing : DENSE WDM

--    Channel Protection : 1 + 1 (switching less than 50ms)

--    Required alimentation : 2 different & independent sources

--    Nortel equipment manager linked to the NOC via IP network.

--    OPTera Metro uses 3R regeneration (Repeat, Reshape and Retime) at all data
      rates.

--    Each band (= 4(lambda)) is considered as a logical sub-ring

--    All the used bands in a ring are not systematically present on each site.

      1.2.1 OPTICAL BUDGET NOTION

      --    a present band on a site is systematically regenerated

      --    an absent band on a site is called a (pass through) one

                  -     it is not regenerated

                  -     its optical budget enables this band to reach the next
                        destination site.

      --    when the band number becomes considerable, optical amplifiers might
            be used.

2.3 PRODUCTION PROCESS FOR THE ACCESS WAVELENGTH IN PARIS

      --    A Program Manager will be designated in both Grantor and purchaser
            teams.

      --    Site survey will be organised as soon as possible to identify
            actions for both parties.

      --    The initial implementation delay is 3,5 months, because it is
            necessary to take into account the following main tasks:

                  -     replace all the old connectors on the route by SC/APC
                        equal to or greater than 1 month

                  -     to make PMD's measures to characterise the route equal
                        to or greater than 0,5 month

                  -     Installation and starting Nortel equal to or greater
                        than 2 months

      --    To add Wavelengths:

                  -     if there are Footprint available: 15 working days

                  -     otherwise: between 6 and 8 weeks (procedure of
                        insertion, planning of scheduled works, etc.)

      --    The engineering design will be compliant to add Wavelengths for a
            maximum of 32 Wavelengths (protected or not).

2.4 NOC ORGANIZATION

      --    The NOC Montsouris (based in Paris) is in charge of supervising and
            operating the DWDM ring in Paris.

      --    NOC Montsouris will be in contact with the Blagnac NOC which
            supervises the Capacity.

      --    Purchaser will dispose of a single point of contact through the CSPI
            who deals directly with these 2 NOCs.



                                       24
<PAGE>




                                   SCHEDULE 4

                              ADDRESSES OF THE POPS

Below is the list of the POPs between which the Capacity is provided

CITY                           ADDRESS
Amsterdam 1       Spaklerweg 20, 1096 BA, Amsterdam
Amsterdam 2       Cessnalaan 71, 1119 Schipol-RIJK
Barcelona         137-139 paseo de la Zona Franca, 08038 Barcelona
Berlin            Alboinstrasse 36-42, Berlin
Brussels 1        18 rue Theodore Verhaegen, 1060 Brussels
Brussels 2        116 rue de Vandenbogaerde, Brussels 1080

Dusseldorf        Vogelsanger Weg 91, 40470 Dusseldorf
Frankfurt 1       Kleyerstrasse 90, 60326 Frankfurt/Main
FRANKFURT 2       TO BE DETERMINED (1)
Geneve 1          50 Avenue de Praille, 1227 Carouge

Geneve 2          13 bis rue des Jeunes, 1227 Carouge
Hambourg 1        Wendenstrasse 255, Hamburg
Hambourg 2        Wendenstrasse 377, Hamburg
Hannover          Vahrendwaldderstrasse 199, 30165 Hannover
London 1          Coriender avenue, E142AA London
London 2          1 Muirfield Cresent Off Pepper Street, E149SZ London
Lyon 1            Lyon Sevigner, 1 rue Duphot, BP 3048, 69396 Lyon Cedex 03
Lyon 2            Lyon Lacassagne, 131 avenue Felix Faure, 69425 Lyon cedex 03
Madrid1           2 calle Menecez, 28045 Madrid
Madrid2           27 calle Julien Camarillo, 28037 Madrid (2)
Marseille 1       Marseille Nedelec, 2 rue Jules Ferry, 13331 Marseille cedex 03
Marseille 2       Marseille St Mauront, 83 rue Felix Pyat, 13003 Marseille
Milan 1           Viale Ortles, 70, Milano
Milan 2           Viale Italia, 26, Sesto San Giovanni
Munich            Hansastrasse 15-17, Munchen
Nuremberg         Deutschherrenstrasse 19
Paris 1           61, rue des Archives, 75003 Paris
Paris 2           EQUANT - 112 AVENUE CHARLES DE GAULLE - 92522
                  NEUILLY SUR SEINE
Paris 3           18 RUE PAUL LAFARGUE - 92904 PARIS LA DEFENSE 10 CEDEX
Rotterdam         Van Vollehovenstraat 3, 3016 BE Rotterdam
Nice 1            48 Rue Berlioz, 06008 Nice
Nice 2            Rue Barthelemy - 06000 Nice
Stuttgart         Breitwiesenstrasse 28, 70565 Stuttgart
Toulouse 1        9 rue Camichel BP 852 310315 Toulouse Cedex 6
Toulouse 2        45 rue de soupetard 31045 Toulouse Cedex
Zurich 1          Hardstrasse, CH-8005, Zuerich
Zurich 2          Albulastr. 55, CH-8048 Zuerich

Where Grantor has two POPs in a given city, and Purchaser is taking at least two
Wavelengths, Grantor shall be entitled to terminate the Wavelengths at separate
POPs to ensure diversity. Where Purchaser purchases only one Wavelength
initially, Grantor shall connect such Wavelength to both POPs until the RFS Date
for the second Wavelength.



                                       25
<PAGE>

(1)   These POPs are still being deployed. Grantor shall provide Purchaser with
      these second POPs within 9 months of the Signature Date.

(2)   Grantor shall extend the Wavelength from the Madrid 1 to Madrid 2 within 4
      months of the Date of Signature of this Agreement. Initially, Grantor
      shall provide a fibre solution to extend the Wavelengths from Madrid 1 to
      Madrid 2. Such fibre solution shall be included in the Purchase Price.
      Given that the fibre solution does not meet Purchaser's resiliency
      requirements, Purchaser shall be entitled to procure diverse capacity from
      a third party supplier. In parallel, the Parties shall complete a joint
      study of a Lambda solution which would involve the use of a DWDM layer on
      the domestic network of Uni2 and would create a fully diverse route from
      Barcelona to Madrid 2.The findings of the joint study shall written up in
      a report to be completed within one month of the Date of Signature.
      Following the report, the Purchaser shall decide whether or not to order
      the Lambda solution taking into consideration any additional costs,
      ability to deliver, etc. Purchaser shall always have the option to use
      only one POP on the Network and improve the resiliency by adding third
      party capacity.



                                       26
<PAGE>


                                   SCHEDULE 5

                                    Pricing

1 - The Purchase Price and Payment Terms and OA&M for the Capacity(*) Page 31

2 - Co-location(*) Page 31

                                       27
<PAGE>


                                   SCHEDULE 6

                            SERVICES LEVEL AGREEMENT

Grantor commits to provide services based on leading standard level of quality
of service. Therefore, redress applies in the event that quality parameters are
not met.

1.       SERVICE DELIVERY AND ACCEPTANCE PROCEDURE

Service Delivery is defined as the period between the Service Order Form
Acceptance Date, as defined below, and the RFS Date for such Wavelength. A
Service Order Form is required for each requested Wavelength and Wavelength
Ring.

Purchaser shall work with Grantor for 5 Working Days to develop the information
to be included in the Service Order Form for the Wavelengths and the Co-location
Services and to co-ordinate the Requested Delivery Date for both.

The Co-location sites shall be made available one week before the delivery of
the Wavelength's to allow for the installation of Purchaser's telecommunications
equipment prior to delivery of the Wavelengths.

Requests for Service are initiated by Purchaser sending to Grantor's Account
Manager, via fax, post-mail or e-mail the completed Service Order Form given in
Schedule 8.

Grantor's Account Manager will acknowledge within two (2) Working Day of receipt
of the Service Order Form, via fax or e-mail, that a Service Order Form has been
received. If key information is missing on the Service Order Form, Purchaser
will be asked to provide it. Once such information is provided, the Service
Order Form is complete and such date constitutes the Service Order Form
Acceptance Date ("SOF Acceptance Date").

1.1      DELIVERY OF CAPACITY

The Service Order Form shall include the Requested Delivery Date. The Requested
Delivery Date of a Wavelength and the Corresponding Wavelength Ring shall not be
situated prior to the Initial RFS Date for such Wavelength and Wavelength Ring.

The Committed Delivery Date shall be confirmed by Grantor and means the date on
which the Wavelength or Wavelength Ring has successfully met the RFS Standard
pursuant to Grantor's testing, and Grantor puts the Capacity at Purchaser's
disposition to complete Purchaser's acceptance testing. Grantor shall notify
Purchaser that the Wavelength or Wavelength Ring is at Purchaser's disposition
for testing in accordance with the procedure set forth in Schedule 7, Clause
2.0. The Committed Delivery Date that Grantor confirms shall be:

(i)   Twenty (20) Working Days from the Service Order Form Acceptance Date for
      the Service Order Form requesting the activation of such Wavelength and
      Co-location Services; or

(ii)  for the last Wavelength to complete a Corresponding Wavelength Ring, an
      additional ten (10) Working Days from the Committed Delivery Date for the
      last Wavelength and Co-location Services on such Corresponding Wavelength
      Ring.

Where a Wavelength Ring has been activated, Grantor shall not be obliged to
deliver another Wavelength on the same Wavelength Ring prior to ninety (90) days
from the RFS Date of the

                                       28
<PAGE>

previous Wavelength on such Wavelength Ring, except where grantor has agreed
otherwise in writing.

1.2.     ACCEPTANCE TESTING PROCEDURE

1.2.1    (a)      Grantor shall make each Wavelength available to Purchaser
                  for five (5) Working Days from the Committed Delivery Date or
                  the date set forth in section 1.2.3 below for Purchaser to
                  perform its acceptance testing to ensure that the Wavelength
                  meets the RFS Standard.

         (b)      Grantor shall make each Wavelength Ring available to Purchaser
                  for ten (10) Working Days from the Committed Delivery Date of
                  the last Wavelength in such Wavelength Ring or the date set
                  forth in section 1.2.3 below for Purchaser to perform its
                  acceptance testing to ensure that the Wavelength Ring meets
                  the RFS Standard.

1.2.2    The acceptance testing will be performed in a two-step procedure:

         (i)      Acceptance testing POP to POP: each Wavelength Ring will be
                  tested according to RFS Standard between Grantor's Sites, with
                  the exception of the Wavelengths terminating in Paris, where,
                  when provided by Grantor, the Paris access will be included in
                  the testing.

         (ii)     Continuity testing: Grantor shall co-operate with Purchaser
                  to End to End testing between Purchaser's customers' sites.

1.2.3    When Purchaser successfully completes its acceptance testing POP to POP
         and the Wavelengths and Wavelength Ring meet the RFS Standard, it shall
         notify Grantor and this shall constitute the RFS Date. The Purchase
         Price for each Wavelength Ring shall be paid on the RFS Date of such
         Wavelength Ring. Billing of OA&M Charges shall start from the RFS Date.

1.2.4    If Purchaser notifies Grantor that the Wavelengths or Wavelength Ring
         do not meet the RFS Standard, Grantor shall be given ten (10) Working
         Days to correct the defect. On the expiry of the ten (10) Working Days
         period Purchaser shall be given ten (10) Working Days to perform its
         acceptance tests and the procedure set forth in this section 1.2 shall
         continue to apply until the Wavelengths and Wavelength Ring meet the
         RFS Standard.

1.2.5    If Purchaser has not communicated either a positive or negative
         response to Grantor within ten (10) Working Days of the Committed
         Delivery Date of the relevant Wavelength or Wavelength Ring, Grantor
         shall give Notice to Purchaser that the acceptance testing period has
         expired without communication from Purchaser. If an additional ten (10)
         Working Days pass without communication from Purchaser, Grantor shall
         be entitled to invoice Purchaser for such Wavelength or Wavelength Ring
         (including OA&M fees). Any outage or defect on the Capacity shall be
         handled through the Customer Support Center process set forth in Clause
         8.

1.3      LEAD TIME TO CONNECT GUARANTEE

THE COMMITTED DELIVERY DATE is the date corresponding to:(*) pages 33-34



                                       29
<PAGE>

If the Committed Delivery Date is not met, the following penalties will be paid
by Grantor to Purchaser:

Penalties will apply both on individual Wavelength and individual Wavelength
Ring.

2.       QS COMMITMENTS FOR WAVELENGTHS

2.1      COMMITTED MONTHLY AVAILABILITY

(a)      Committed Monthly Availability Ratio per Wavelength

         Between Grantor POPs:(*)
         Between Grantor POP and Purchaser POP in Paris:(*)

         Between Grantor POP and POP where Purchaser co-locates with Grantor
         (between Grantor ODF and Purchaser Footprint):(*)

         Termination in Paris
         --------------------
         Wavelengths terminating in a Grantor's POP in Paris will be extended to
                  Purchaser's premises through a Wavelength access as more fully
                  described in Schedule 3. The SLA commitments above apply to
                  Wavelengths including the Wavelength extensions in Paris
                  described in Schedule 3.

 (b)     Penalties

         If the Committed Monthly Availability Ratio per Wavelength set out in
         (a) above is not met, the following penalties shall be paid by Grantor
         to Purchaser.(*)

Measured monthly availability PER WAVELENGTH      Penalties


         * Wavelength Monthly OA&M = Yearly Wavelength Ring OA&M/12/number of
         Wavelength in the Corresponding Wavelength Ring (see table below).




THE CAPACITY               # Wavelength per
                           Wavelength Ring

CENTRAL RING          --   6
GERMAN RING1          --   6
GERMAN RING2          --   4
SPANISH RING          --   5
SWISS RING            --   3


                                       30
<PAGE>

ITALIAN RING               4



(c) Committed Monthly Availability for Wavelength Rings

Penalties will be paid in case of POP isolation.

There is a POP isolation when Purchaser encounters a complete loss of service
for at least one POP of the Wavelength Ring, i.e. when two point to point
Wavelengths belonging to the same Wavelength Ring are unavailable.
The POP Committed Monthly Availability rate (i.e. time while there is no POP
isolation) is.(*)

(d) If the POP Committed Monthly Availability rate set out above is not met, the
following penalties shall be paid by Grantor to Purchaser.(*)

Measured monthly availability PER POP          Penalties
ISOLATION

         * Monthly OA&M = Yearly Wavelength Ring OA&M/12

These penalties are not to be added to point to point Wavelength penalities.

      -     should two or more Wavelengths belonging to the same Wavelength Ring
            be unavailable without encountering a POP isolation, penalties
            should be paid as described in 2.1(b).above;

      -     should two or more Wavelengths belonging to the same Wavelength Ring
            be unavailable, resulting in one or more POP isolation, penalties
            will be paid as described in paragraph 2.1 (d).

2.2      MEAN TIME TO RESTORE

Mean Time to Restore Commitment

Between Grantor POPs:(*)

Between Grantor POP to Purchaser POP in Paris:(*)


3.       QS COMMITMENTS FOR INTERIM CAPACITY SDH OFFER

3.1      COMMITTED MONTHLY AVAILABILITY ON POP TO POP OFFER

(a)      Committed Monthly Availability Ratio per circuit
         The committed Monthly availability is.(*)

(b)      Penalties

      If the monthly availability of the Interim Capacity is not met, the
      following penalties per circuit will be paid by Grantor to Purchaser.(*)


                                       31
<PAGE>


            Measured monthly availability per circuit             Penalties
            From (Included)           To (Excluded)


3.2      COMMITTED MONTHLY AVAILABILITY ON END TO END / END TO POP OFFER:

(a)      Committed Monthly Availability Ratio per circuit, between Site A and
         Site B The committed Monthly availability is 99,85%.

(b)      Penalties

      If the committed availability rate is not met, the following penalties
will be paid by Grantor to Purchaser:(*)

         Measured monthly availability per circuit              Penalties
            From (Included)      To (Excluded)


4.       DIVERSITY BETWEEN THE UK AND CONTINENTAL EUROPE(*)

5.       PLANNED WORKS

Planned works are excluded in the Committed Monthly Availability Ration within
the following criteria:(*)


                                       32
<PAGE>


6.       ESCALATION PROCEDURE

When target quality parameters are not met, or when a customer is dissatisfied,
Grantor Management can be contacted. An escalation process via the Account
Manager is offered as well as an escalation process directly to responsible
staff.

Table: Contacts Provisioning (for escalation only)(*)
<TABLE>
<CAPTION>

Contact Level   Contact function   Name              Tel number         Fax number         E-mail
<S>             <C>               <C>              <C>                 <C>                <C>

</TABLE>

Any above contact may be changed any time in writing (by personal delivery,
first class mail, overnight courrier or facsimile) with two (2) Working Days
prior notice to the other Party. Notice shall be deemed given on the day of
mailing, personal delivery, sending by mail or facsimile thereof.

7.       NETWORK MANAGEMENT(*)

8.       THE CUSTOMER SUPPORT CENTER(*)




                                       33
<PAGE>

CSC - CONTACT LIST

24 Hours Grantor's Service Center :
Phone : +33 1 53 45 78 10
Fax : +33 1 53 45 78 51
CSC Emergency Extension: + 33 1 42 96 18 15

Toll Free number France : 0800 05 47 51
Toll Free number Germany : 0 800 181 3952
Toll Free number Netherlands : 0800 022 6323
Toll Free number Switzerland : 0800 55 6341
Toll Free number Spain : 900 983 315
Toll Free number Belgium : 0800 1 1174
Toll Free number Italy : 0800 8 744 93
Toll Free number United Kingdom : 0800 96 2762
Toll Free number France : 0800 05 47 51

ESCALATION PROCEDURE FOR SERVICE

In case of major outage, the Grantor CSC will open a conference call to permit
Purchaser's NMC to have a direct access to Purchaser's NMC who will be in charge
of the outage.

If the problem is not being addressed in a satisfactory manner or if it needs
higher management attention to be solved, the following escalation sequence is
available for Purchaser.



                                       34
<PAGE>



<TABLE>
<CAPTION>

Contact Level       Contact function   Name              Tel number         Fax number         E-mail
<S>                <C>                 <C>               <C>                <C>               <C>

</TABLE>

US&M = Unit Supervision & Maintenance



                                       35
<PAGE>
                                   SCHEDULE 7

                           READY FOR SERVICE STANDARD

    WAVE DIVISION MULTIPLEXING (WDM) SERVICES TESTING AND ACCEPTANCE PROTOCOL

The testing and reporting activities that shall be performed are:

--       Optical interface BIS tests
--       End-to-end BIS tests of optical channel trail

Acceptance testing shall include the local loop to ensure interoperability of
the Capacity with the local loop.

1.       BRINGING INTO SERVICE (BIS) TESTS

The Capacity service provided by Grantor in the form of Wave Division
Multiplexing ("WDM") services consists of a number of optical channel trails.
Each optical channel trail is set up through the Supplier Optical Transport
Network (OTN) across one or more concatenated point-to-point WDM links. The
wavelength service is terminated in the demarcation Optical Distribution Frames
(ODF) between Grantor and Purchaser. Figure1 illustrates the concept of a
point-to-point WDM link and figure 2 illustrates the concept of an optical
channel trail.

                                    [GRAPHIC]

FIGURE 1: OPEN POINT-TO-POINT WDM LINK. EQUIPMENT USING G.957 INTERFACES CAN BE
INTERCONNECTED TO THE WDM TERMINAL MULTIPLEXERS VIA TRANSPONDERS.

                                    [GRAPHIC]

FIGURE 2: OPTICAL CHANNEL TRAIL CROSSING TWO POINT-TO-POINT WDM LINKS USING A
BACK-TO-BACK CONFIGURATION. THE OPTICAL CHANNEL TRAIL CONSUMES ONE WAVELENGTH
CHANNEL ON EACH OF THE TWO LINKS. IN-LINE AMPLIFIERS ARE NOT REPRESENTED.




1.1 OPTICAL INTERFACE BIS TESTS

The goal of this test is to verify the optical interfaces of the optical channel
trail at its two termination transponders. The tests will be performed at the
demarcation point of the optical channel trail, which will be the Purchaser's
ODF. These test results will be reported to Purchaser, however the optical
interface tests of possible intermediate transponders will not be reported to
him.

1.1.1     WDM channel output (Rx board) power measurement:

                    Connect Power Meter at Supplier ODF to WDM Rx board of the
                    appropriate channel

1.1.2     WDM channel input (Tx board) power range measurement:

                    During this test, the output power of the test set will be
                    set so as to verify that the test is passed pursuant to the
                    specifications, measured at the Supplier ODF.


                                       36
<PAGE>

1.2      End-to-end BIS tests of optical channel trail.
         1.2.1 Test objectives

       As a consequence of the recommendation status, two types of BIS tests
will be performed:

- End-to-end BIS test at STM-16 Multiplex Section level.

- End-to-end BIS test at VC-4 path level.

Only test equipment will be used to perform the BIS test. There will be no SDH
equipment (e.g. ADM, DXC) involved in the test configuration. The BIS test will
be performed for each of the wavelengths individually, possibly concurrently for
a 24-hour period. If the objectives set forth herein have not been met at this
point, after localization of the fault the BIS test shall be repeated
concurrently for another 24-hour period.

          1.2.1.1 End-to-end BIS test at STM-16 Multiplex Section level.

The error performance limits for the end-to-end BIS test at the STM-16 Multiplex
Section level for a 24-hour period are:

- ES objectives are not applicable

- SES objective is = 0

          1.2.1.2 End-to-end BIS test at VC4 path level.

The end-to-end BIS test for the VC4 path level will be performed for one VC4
path only. The error performance definitions and error performance parameters
and limits for the end-to-end BIS of the VC4 path are respectively fully
specified in ITU G.826, G.828, M.2110 and M.2101. For each of these tests, the
following VC4 Path Objectives for ES and SES thresholds will be used.

VC-4 LINK
24-hour test

      Allocation                 ES                            SES
                           S1           S2              S1           S2
                          -----        ------         -----        -----
         1,5%                6             20            0             2
          3%                 16            36            0             4
          5%                 30            56            0             5

       The allocation is based on path length (d):

       d Less than or = 1000km path allocation = 1.5%
       1000 less than d less than or equal 2500km path allocation = 3%
       d greater than 2500km path allocation = 5%

VC4-4C AND VC4-16C LINK
24-hour test

      Allocation                      ES                        SES
                           S1            S2             S1             S2
                          -----        ------         -----        -----
         1,5%                  Not          Not           0             2
                           applicable    applicable
          3%                   Not          Not           0             4
                           applicable    applicable
          5%                 NA               NA          0             5

1.3 JITTER MEASUREMENT

A jitter measurement will not be systematically performed. However, jitter on a
WDM service shall always be within the "Network Limits for jitter" defined in
the ITU standard ITU-T G 825. If during


                                       37
<PAGE>

the acceptance period or the operation of the service, Purchaser notices a
jitter out of the ITU standard ITU-T G 825, WDM service may be returned to
Grantor for correction.

TEST CONFIGURATION

A per direction test configuration will be used.

                                    [GRAPHIC]

Upon Grantor's request and mutual agreement of the Parties, one of the two
testers may be replaced by a hard-ware loop for the end-to-end BIS tests of
optical channel trail and for the jitter measurement.

1.3 Round Trip Delay (RTD) Measurement

                    A loop configuration is used to perform this measurement (a
                    tester at one extremity of the optical channel, a hardware
                    loop at the other extremity).

                    Grantor will provide Purchaser with the measured RTD of the
                    optical channel.

                    It can be measured from either side of the channel.

                    It corresponds to 2 times the propagation delay in the
                    channel (time for a signal to be transmitted from the Tester
                    to the hardware loop and return).

THERE IS NO OBJECTIVE VALUE FOR THIS MEASUREMENT, WHICH IS PROVIDED FOR
INFORMATION.

2.0 TEST PROCEDURE

The test procedure consists of performance of the following steps:
1.       Committing to BIS
2.       Tester set-up
3.       Performing BIS end-to-end test between POPs
-        Circuit check
-        Perform round-trip delay measurement at VC4 level
-        Perform 15 minutes performance test
-        Perform 24 hours performance test (concurrent measurement of STM-16
         multiplex section and one VC4 path)
-        -  If either the end-to-end BIS at STM-16 multiplex section level or
         the end-to-end BIS test at VC4 path level does not meet the objectives
         set forth above then the fault is localized and the previous step
         (i.e. 24 hours performance test) is repeated
-        Writing down the BIS report

                  When all tests are successful, Grantor shall provide Purchaser
                  with a report which details the results of the tests described
                  in ss. 1:

                  - Output power, extremity A

                  - Input range, extremity A,


                                       38
<PAGE>

                  - Output power, extremity B,

                  - Input range, extremity B,

                  - 24 hours BIS test at STM-16 MS level,

               - 24 hours BIS test at VC4 path level,

               - Jitter measurement

                  - RTD measurement

The report shall be sent by Fax and e-mail to the Project Managers identified on
the SOF




                                       39
<PAGE>


                                   SCHEDULE 8

THIS SCHEDULE CONTAINS THE SERVICE ORDER FORMS FOR CAPACITY AND FOR C-LOCATION
SERVICES. BOTH FORMS ARE WORKING DOCUMENTS WHICH MAY BE UPDATED BY THE PARTIES
FROM TIME TO TIME.

                           CAPACITY SERVICE ORDER FORM

     N(DEGREE) : FTLD/M&S/01/051-

      1. CUSTOMER DETAILS
<TABLE>
<CAPTION>

CUSTOMER NAME:                                          EQUANT NETWORK SYSTEMS LTD.

<S>                                                   <C>
BILLING  ADDRESS:                                       GARRYARD HOUSE, 25-26 EARLSFORT ST.,
                                                        DUBLIN 2, IRELAND

INVOICE TO BE SENT @:                                   18 RUE PAUL LAFARGUE, 92904 PARIS LA DEFENSE 10 CEDEX, FRANCE

BILLING CONTACT :                                       Name:
                                                        Telephone:
                                                        Fax:
                                                        e-mail:

PROJECT MANANGER                                        Name:
                                                        Telephone:
                                                        Fax:
                                                        e-mail:

COMMERIAL CONTACT :                                     Name:
                                                        Telephone:
                                                        Fax:
                                                        e-mail:

        2. ORDER DETAILS

ORDER TYPE :                                                  COMMENTS (IF ANY)
                ----------------------------------------------------------------
DESCRIPTION
                ----------------------------------------------------------------
</TABLE>


                                       40
<PAGE>
<TABLE>
<CAPTION>

<S>                                                   <C>              <C>              <C>                    <C>

GNE PLAN NUMBER                                                         REQUEST DATE

PHYSICAL INTERFACE                                      SC/APC
ITU IDENTIFIER                                          G.957 S-16.1    ACCEPTANCE DATE
LINE SPEED                                              2.5 Gbps        NAME OF EQUANT REQUESTOR



TERMINATION DETAILS :

                     LOCATION A         LOCATION B    EQUANT CCT #   FTLD CCT #           REQUESTED RFS DATE     COMMITTED FTLD RFS
                                                                                                                      DATE


Address

Floor / Room / Suite

Extended Demark Required

Who provides extension

Collocation required

Note


Address

Floor / Room / Suite

Extended Demark Required

Who provides extension

Collocation required

Note

Address

Floor / Room / Suite


Extended Demark Required

Who provides extension

Collocation required

Note
</TABLE>

                                       41
<PAGE>

Address

Floor / Room / Suite

Extended Demark Required

Who provides extension

Collocation required

Note




3. FINANCIAL  DETAILS                           4. SPECIAL CONDITIONS (IF ANY)


    IRU 10 YEARS

UPFRONT PAYMENT
O&M PER YEAR


          5. AGREEMENT

The present service order form is governed expressly by the terms and conditions
set out in the Agreement N(degree) FTLD/M&S/01/051 signed between Purchaser and
Grantor and is valid until (DD-MM-YYYY).

BETWEEN:

PURCHASER
Represented by:
                        ------------------------
Position:
                        ------------------------
Signature:
                        ------------------------
Date:
                        ------------------------

GRANTOR
Represented by:
                        ------------------------
Position:
                        ------------------------
Signature:
                        ------------------------


                                       42
<PAGE>

Date:
                        ------------------------

                        ------------------------






                                       43
<PAGE>


                         CO-LOCATION SERVICES ORDER FORM

                                                      [FRANCE TELECOM LOGO]





Sales representative FT :                 27.1.1   Order Form - Exhibit 2
                                                   ----------------------
                                                    CO-LOCATION SERVICES
                                                   OPEN TRANSIT(R) HOUSING

FT Department :

FTLD |_|           DIVOP |_|     Other



                                       44
<PAGE>



[FRANCE TELECOM LOGO]


Sales representative FT :


FT Department :
FTLD |_|           DIVOP |_|     Other

27.1.2   Order Form - Exhibit 2

        HOUSING SERVICES
   OPEN TRANSIT(R) HOUSING

Housing contract number (*) :

Order number (*):
                        (a)

                        (b)      Services
                                 Ordered :

          |_|     Housing (A)
          |_|     Cabling: LET (B)
          |_|     Cable penetration in a building (C)
          |_|     Cable extension in a building  (C)
          |_|     Other services (D)

CUSTOMER INFORMATION
Company name :

Represented by (name, position)
Address
ZIP Code                City
Phone
number
Fax
N(degree)
SIRET
Code NAF
Billing account (if it is the case)



                        (a)

                        (b)      Services Ordered:

          |_|     Housing (A)
          |_|     Cabling: LET (B)
          |_|     Cable penetration in a building (C)
          |_|     Cable extension in a building  (C)
          |_|     Other services (D)


                                       45
<PAGE>


Customer information
                     -----------------------------------------------------------
Company name :
              -----------------------------------------------------------------
Represented by (name, position)
                               ------------------------------------------------
Address
        -----------------------------------------------------------------------
ZIP Code                          City
        ---------------------         -----------------------------------------
Phone number                                          Fax
             -----------------------------------           --------------------
N(DEGREE) SIRET                                  Code NAF
               ---------------------------------         ----------------------
Billing account (if it is the case)
                                   --------------------------------------------

                                     PAYMENT

Means :        |_| Automatic transfer      |_| Check        |_| Direct debit
Currency
Payment conditions                |_| 30 days              Other (specify)


BILLING ADDRESS (IF DIFFERENT FROM THE ABOVE)
                                                  --------------------

Company name:
             ------------------------------------------------------------------
Represented by (name, position)
                               ------------------------------------------------
Address
       ------------------------------------------------------------------------
ZIP Code                                   City
        ----------------------------------     --------------------------------
Phone number                                    Fax
            -----------------------------------    ----------------------------
N(degree) SIRET                               Code NAF
               ------------------------------          ------------------------
Billing account (if it is the case)
                                   --------------------------------------------
(*) TO BE  COMPLETED BY FRANCE TELECOM



                                       46
<PAGE>


                               (i) A-Co-location

A 1- CO-LOCATION SITE

Site name:
          ---------------------------------------------------------------------
Address
          ---------------------------------------------------------------------

ZIP Code                              City
        -----------------------------      ------------------------------------

A 1.1- SHARED SPACE: FOOTPRINT(S)

Number of Footprints

Location :              Room                 Row              Cabinet
                                                --------------        --------

Footprint supplied : |_|    Yes   |_|     No

If yes, type of Footprint to be supplied:

600*600 |_|          600*800 |_|               600*900 |_|       other
                                                                       -------

A 1.2- SHARED SPACE : CAGE(S)

Number of cages                        Total space in m(2)
                                                          --------------------

Location :              Room                          Cage number
                             ------------------------            ---------------
Comments :

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

A 1.3- PRIVATE SPACE : SUITE(S)

Number of Suites                     Total space in m(2)
                 --------------------                    ----------------------

Location :              Room
                            --------------------
Comments :

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

A 2- INSTALLATION FEE, AND OTHER CHARGES (*)

Date of installation:                       Minimum period (years):
                     --------------------                          ------------
Installation charge:                        Monthly recurring fee:
                     --------------------                          ------------

Monthly additionnal energy fee:




                                       47
<PAGE>

Comments :

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

(*) TO BE  COMPLETED BY FRANCE TELECOM



                                       48
<PAGE>







                              (ii) B- Cabling: LET


B 1- CO-LOCATION SITE
Site name :
           --------------------------------------------------------------------
Address
           --------------------------------------------------------------------

ZIP Code                                       City
           -----------------------------------      ---------------------------

B 2- END A (CUSTOMER)
Floor :                 Room :          Row :         Rack & ODF port position
       ---------------        ---------      -------        -------------------

Customer Technical point of contact                 Phone number
                                   -----------------            ---------------
B 3- END B

Floor :             Room :              Row :           Rack & ODF port position
       -------------      -----------        ---------             -------------

Customer Technical point of contact                   Phone number
                                   ------------------             -------------

B 4- TYPE OF CABLING
Type of cabling :

Optical fiber |_|                Coaxial copper |_|        Copper |_|

Ethernet             |_|     Yes     |_|     No

Number of LETS:
               -----------------------------

B 5- INSTALLATION FEE, AND OTHER CHARGES (*)
Date of installation:
                      --------------------
Installation fee :                        Monthly recurring fee :
                      --------------------                       --------------


32.1.1.1.1.       Minimum period : 1 year

Comments :

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------




(*) TO BE  COMPLETED  BY FRANCE TELECOM



                                       49
<PAGE>



              (iii) C-Cable penetration and extension in a building

C 1- CABLE PENETRATION IN A BUILDING

33. CO-LOCATION SITE

Site name :
           ---------------------------------------------------------------------
Address
           ---------------------------------------------------------------------

ZIP Code                                  City
           -----------------------------        --------------------------------

34. ADDUCTIONS

Simple access |_|           Dual access |_|
35.
Entry point(s) in the building :

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Customer cable(s) location in the building :

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

                                   --------------               ---------------
Customer Technical point of contact                Phone number:

Date of installation:(*)
                        ----------------------------------
Installation fee:(*)
                     --------------------------------------
(*) TO BE  COMPLETED BY FRANCE TELECOM

C 2- CABLE EXTENSION IN A BUILDING


36. CO-LOCATION SITE

Site name :
           ---------------------------------------------------------------------
Address
           ---------------------------------------------------------------------

ZIP Code                                                City
           --------------------------------------------       ------------------

37. END A

       -------------      -----------     --------------        --------------
Floor:              Room:             Row:                Rack:

Customer Technical point of contact                     Phone number:
                                   -------------------               ----------
END B (IN THE HOUSING ROOM)

       -------------      -----------     --------------        --------------
Floor :             Room :            Row :              Rack :

Customer Technical point of contact                   Phone number:
                                   ------------------              ------------



                                       50
<PAGE>

Date of installation:(*)
                        -------------------------------------------------------
Installation fee:(*)
                    -----------------------------------------------------------

Monthly recurring charge:(*)

(*)  TO BE  COMPLETED FRANCE TELECOM



                                D-OTHER SERVICES

D 1 - CO-LOCATION SITE

Site name :
           ---------------------------------------------------------------------
Address
           ---------------------------------------------------------------------

ZIP Code                                    City
        ------------------------------------    --------------------------------
Installation description/Comments :

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------



                                       51
<PAGE>


D 2- INSTALLATION FEE, AND OTHER CHARGES(*)

Date of installation:
                     ----------------------
Installation fee:
                 --------------------------

Monthly recurring charge:


(*)  TO BE  COMPLETED BY FRANCE TELECOM



                                       52
<PAGE>




                  CUSTOMER SIGNATURE

Drawn up and signed in two original copies at......................... the ....
........................................................

|_| I  hereby agree with the above order

Representing the company and entitled to place an order:

Name (in capital letters) :                             Signature :

Position :




    FRANCE TELECOM'S REPRESENTATIVE SIGNATURE: (*)
Drawn up and signed in two original copies
at........................................................
the ...........................................................

Name (in capital letters) :                             Signature :

Position :

FEASIBILITY IN THE FOLLOWING CONDITIONS (OPTIONAL):(*)

(*) TO BE COMPLETED BY  FRANCE TELECOM



                                       53