EXHIBIT 10.2


                      SWITCH TELECOMMUNICATIONS PTY LIMITED

                                 ACN 073 878 716

                                       and

                                INTERPRETEL, INC.


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                                    AGREEMENT

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                                 KPMG Solicitors
                                 The KPMG Centre
                               45 Clarence Street
                                 Sydney NSW 2000

                               Tel (02) 9335 7000
                               Fax (02) 9335 7220

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                                    AGREEMENT


AGREEMENT made on 30 June 1998

PARTIES

1    SWITCH  TELECOMMUNICATIONS  PTY  LIMITED  ACN 073  878  716 of 55  Mentmore
     Avenue, Roseberry, New South Wales 2018 Australia (Switch)

2    INTERPRETEL, INC. of 5210 E. Williams Circle.  Suite 200, Tucson,  Arizona,
     85711, United States of America (Interpretel)

RECITALS

A    Switch is a wholly owned  subsidiary of Switch Holdings Pty Limited (Switch
     Holdings).

B    Interpretel is a wholly owned  subsidiary of Wavetech  International,  Inc.
     (Wavetech).

C    Switch and  Interpretel  are parties to an Equipment  and Software  Turnkey
     Agreement  which  commenced  on 21 May  1996  (Licence  Agreement)  whereby
     Interpretel  agreed to supply to Switch certain software and hardware and a
     licence to use the software.

D    Certain disputes and differences have arisen between Switch and Interpretel
     in relation to the Licence Agreement.

E    Switch and Interpretel  have agreed to terminate the Licence  Agreement and
     grant mutual  releases in accordance  with the terms and conditions of this
     Agreement.

OPERATIVE PROVISIONS

1    DEFINITIONS AND INTERPRETATION

1.1  DEFINITIONS

     In this Agreement, unless the context requires otherwise:

     AGREEMENT means this agreement;

     PARTIES means the parties to this Agreement and PARTY means either of them;

     RELATED  COMPANY  has the  meaning  given to that term is Section 50 of the
     Corporations Law;


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     SOFTWARE means the software  supplied by Interpretel to Switch  pursuant to
     the Licence Agreement;

     SWITCH HOLDINGS means Switch Holdings Pty Limited ACN 082 987 835; and

     WAVETECH means Wavetech International, Inc.

1.2  INTERPRETATION

     In this Agreement, unless the context requires otherwise:

     (a)  words importing the singular include the plural and vice versa;

     (b)  references  to  paragraphs,  clauses and  recitals are  references  to
          paragraphs and clauses of and recitals to, this Agreement; and

     (c)  headings are for  convenience  only and must be ignored in  construing
          this Agreement.

2.   TERMINATION OF LICENCE AGREEMENT

     Switch  will pay  US$150,000  to  Interpretel  and  thereupon  the  Licence
     Agreement will terminate and Switch and Interpretel  will each give to each
     other the releases in the terms set out in clause 5.

3.   LICENCE TO USE SOFTWARE

     For the  avoidance  of doubt the  Parties  agree that  Switch  and  Related
     Companies of Switch will  continue to have a licence in the  Territory  (as
     defined in the Licence Agreement) to use the Software after the termination
     of the Licence Agreement free of charge.

4    INDEMNITY PROVISIONS NOT TO APPLY

     The  Parties  agree that  notwithstanding  clause 5 of this  Agreement  and
     clause 15.2 of the Licence  Agreement  clauses 12.1 and 12.2 of the Licence
     Agreement  will not continue to apply after the  termination of the Licence
     Agreement.

5    MUTUAL RELEASES

5.1  RELEASE BY SWITCH

     Switch hereby releases,  discharges and forever holds harmless  Interpretel
     with respect to, and agrees to indemnify and keep  indemnified  Interpretel
     in  respect  of, any  and all  loss  arising  as a  result of  any  and all
     causes of action,  claims (including,  but without  limiting the generality
     of the  foregoing,  claims  for  legal  costs  and  consequential  loss  of
     profits),  demands,  actions,  suits  or  proceedings  of  whatever  nature
     (other  than those  arising  out of this  Agreement),  which  Switch or any
     person or entity on Switch's behalf,  may now or,  but for the execution of

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     this Agreement,  would have had against  Interpretel in connection with the
     Licence Agreement.

5.2  RELEASE BY INTERPRETEL

     Interpretel  hereby releases,  discharges and forever holds harmless Switch
     with respect to, and agrees to  indemnify  and keep  indemnified  Switch in
     respect  of, any and all loss  arising as a result of any and all causes of
     action,  claims  (including,  but without  limiting the  generality  of the
     foregoing,  claims  for legal  costs and  consequential  loss of  profits),
     demands, actions, suits or proceedings of whatever nature (other than those
     arising out of this Agreement),  which  Interpretel or any person or entity
     on  Interpretel's  behalf,  may now  or,  but  for  the  execution  of this
     Agreement,  would have had against  Switch in  connection  with the Licence
     Agreement.

6    BAR TO ACTION

     Switch and Interpretel  agree that the mutual releases provided in clause 3
     may be pleaded as a bar to any action, suit or proceeding  commenced now or
     taken at any time by  Switch  or  Interpretel  or any  person  or entity on
     either  Party's  behalf with  respect to or in any way  connected  with the
     Licence  Agreement or any other cause of action of whatever  nature arising
     from the same.

7    MISCELLANEOUS

7.1  SUCCESSORS AND ASSIGNS

     This  Agreement is binding on and has effect for the benefit of the Parties
     to this Agreement and their respective successors and permitted assigns.

7.2  GOVERNING LAW AND JURISDICTION

     This  Agreement  shall be governed by and construed in accordance  with the
     laws in force in the State of New South Wales and the Parties submit to the
     non-exclusive jurisdiction of the Courts of that State.

7.3  COUNTERPARTS

     This Agreement may be executed in any number of  counterparts  and all such
     counterparts  taken  together will be deemed to constitute one and the same
     document.

7.4  ENTIRE AGREEMENT

     This Agreement,  sets forth the entire  agreement  between the Parties with
     respect  to  the   subject   matter   hereof  and   supersedes   all  prior
     understandings,   correspondence,   agreements,  representations,  oral  or
     otherwise.

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7.5  COSTS

     Each Party to this  Agreement  must bear its own costs of and incidental to
     the preparation, execution and completion of this Agreement.

7.6  FURTHER ASSURANCES

     Each of the  Parties  agrees  that upon  receipt  of a request by the other
     Party,  it will  promptly do such further acts and deeds and will  execute,
     acknowledge and deliver everything reasonably necessary for the purpose of,
     or  to  give  full  effect   to,  this   Agreement  and  the   transactions
     contemplated by this Agreement and must procure all relevant third parties,
     so far as each Party is able, to do the same as may be necessary  from time
     to time.

EXECUTED as an Agreement

SIGNED for and on behalf of        )
SWITCH                             )
TELECOMMUNICATIONS                 )
PTY LIMITED by its duly            )
authorized officer                 )
in the presence of:                )    /s/ Terry Cuthbertson
                                        ------------------------------------
                                        Signature of Duly Authorized Officer

/s/ Gary David Mares                    Terry Cuthbertson
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Signature of Witness                    Name of Duly Authorized Officer

Gary David Mares
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Name of Witness

SIGNED for and on behalf of        )
INTERPRETEL, INC.                  )
PTY LIMITED by its duly            )
authorized officer in the presence )
of:                                )    /s/ Gerald I. Quinn
                                        -------------------------------------
                                        Signature of Duly Authorized Officer

/s/ Richard P. Freeman                  Gerald I. Quinn
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Signature of Witness                    Name of Duly Authorized Officer

Richard P. Freeman
----------------------------------
Name of Witness

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