SHARE EXCHANGE AGREEMENT

                                  BY AND AMONG

                          WAVETECH INTERNATIONAL, INC.,

                            INTERPRETEL (CANADA) INC.

                                       AND

                                  SOFTALK INC.

                                   DATED AS OF
                                NOVEMBER 13, 1999
<PAGE>
                            Share Exchange Agreement
                                  by and among
                          Wavetech International, Inc.,
                            Interpretel (Canada) Inc.
                                       and
                                  Softalk Inc.
                                   dated as of
                                November 13, 1999


                                TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----
1.   Certain Definitions                                                       1
2.   Right to Exchange                                                         2
3.   Covenants and Representations                                             2
4.   Restrictive Legend                                                        7
5.   Company Registration                                                      8
6.   Expenses of Registration                                                  8
7.   Indemnification                                                           8
8.   Further Obligations of the Company                                       11
9.   Rule 144 Requirements                                                    11
10.  Amendment                                                                12
11.  Notices, etc.                                                            12
12.  Entire Agreement; Severability                                           13
13.  Governing Law                                                            13
14.  Counterparts                                                             13
<PAGE>
                            SHARE EXCHANGE AGREEMENT

This Share Exchange  Agreement  ("Agreement") is entered into as of November 13,
1999 by and among WAVETECH INTERNATIONAL, INC., a Nevada corporation ("Wavetech"
or the  "Company"),  INTERPRETEL  (CANADA) INC.  ("Buyer"),  an Ontario,  Canada
corporation  and a  wholly-owned  subsidiary  of WAVETECH and SOFTALK  INC.,  an
Ontario,  Canada  corporation  ("Seller") with reference to certain shares of no
par value Class A Voting Preferred Stock of Buyer ("Buyer  Preferred Stock") and
certain shares of Common Stock,  par value $.001 per share (the "Common  Stock")
of Wavetech.

     1. CERTAIN  DEFINITIONS.  As used in this  Agreement,  the following  terms
shall have the following respective meanings:

          "COMMISSION"  shall mean the United  States  Securities  and  Exchange
Commission or any other federal agency at the time  administering the Securities
Act.

          "EXCHANGE ACT" shall mean the United States Securities Exchange Act of
1934, as amended,  and the rules and  regulations of the Commission  thereunder,
all as the same shall be in effect at the time and any successor thereto.

          "HOLDER" shall mean Softalk Inc., an Ontario, Canada corporation.

          "REGISTRABLE SHARES" shall mean the Shares;  PROVIDED,  HOWEVER,  that
Shares shall be treated as  Registrable  Shares only if and so long as they have
not been (i) sold in a public  distribution or a public securities  transaction;
or (ii)  sold in a  transaction  exempt  from the  registration  and  prospectus
delivery  requirements  of the  Securities Act as a result of which all transfer
restrictions  and restrictive  legends with respect thereto are removed upon the
consummation of such sale.

          The  terms  "REGISTER,"  "REGISTERED"  and  "REGISTRATION"  refer to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act,  and the  declaration  or ordering of the
effectiveness of such registration statement.

          "REGISTRATION EXPENSES" shall mean all registration, qualification and
filing fees,  fees and  disbursements  of counsel for Wavetech,  accounting fees
incident  to any  such  registration,  state  securities  or blue  sky  fees and
expenses, transfer agent and registrar fees, reasonable fees and expenses of any
special experts  retained by Wavetech in connection with any such  registration,
any  listing  fees and any  out-of-pocket  expenses  of the Holder  incurred  in
connection with the registration of Shares, including,  without limitation, fees
and  disbursements of counsel for the Holder if such counsel is not also counsel
for the Company, and printing expenses.

                                       1
<PAGE>
          "RESTRICTED SHARES" shall mean the shares of Wavetech required to bear
the legend set forth in paragraph (a) of Section 3 hereof.

          "RULE 144" shall mean Rule 144  promulgated  under the Securities Act,
as such Rule shall be in effect at the time, and any successor thereto.

          "SECURITIES ACT" shall mean the United States  Securities Act of 1933,
as amended, and the rules and regulations of the Commission  thereunder,  all as
the same shall be in effect at the time.

          "SELLING  AND  DISTRIBUTING  EXPENSES"  shall  mean  all  underwriting
discounts, selling commissions and stock transfer taxes attributable to the sale
of Shares by the Holder.

          "SHARES"  shall mean the  4,329,004  shares of Wavetech  Common  Stock
issuable on a one-for-one basis upon exchange for Buyer Preferred Stock pursuant
to the Purchase Agreement,  and any shares of Common Stock in respect thereof in
connection with stock splits, stock dividends or distributions,  or combinations
or similar recapitalizations, on or after the date hereof.

          "PURCHASE  AGREEMENT"  shall mean the Purchase  Agreement  dated as of
October 25, 1999 by and among the parties hereto.

     2. RIGHT TO EXCHANGE.  Each share of Buyer Preferred Stock may be exchanged
on a  one-for-one  basis into a share of  Wavetech  Common  Stock at any time or
times  subsequent to the date of this Agreement in the sole discretion of Seller
upon  written  notice to the Company.  Upon  receipt of such written  notice the
Company shall exchange the number of shares of Buyer Preferred Stock so tendered
for Common  Stock of the  Company.  Such  shares of Common  Stock of the Company
shall at all times be registered with the Securities and Exchange Commission and
Wavetech will at all times provide to Seller a current prospectus which shall at
all times meet the requirements of Section 10 of the Securities Act.

     3.  COVENANTS  AND  REPRESENTATIONS.   As  further  consideration  for  the
acceptance by Seller of Buyer  Preferred Stock in  consideration  for the assets
being sold by Seller under the Purchase  Agreement,  Buyer,  Seller and Wavetech
each covenant with and warrant and represent to the others as follows:

                                        2
<PAGE>
          (a) Wavetech  consents to an amendment to the Articles of Buyer to the
effect  that the  Buyer  Preferred  Stock to be  delivered  to  Seller  shall be
non-cumulative, voting shares (Class A Preferred Shares).

          (b) Seller  consents  to the  issuance by Buyer of  additional  Common
Shares to  Wavetech,  with the proviso that (i) at no time will the shares which
may be voted by the Holder of Buyer Preferred  Stock at any shareholder  meeting
on any issue be less than fifteen  percent (15%) of the total shares eligible to
vote on such  matter,  and (ii) the  Buyer  Preferred  Stock  must at all  times
represent  not less than fifteen  percent  (15%) of the fair market value of the
total shares of Buyer issued and outstanding.

          (c) Wavetech  agrees that it (i) will not declare or pay  dividends on
its  Common  Stock  without  the  prior  approval  of the  holders  of the Buyer
Preferred  Stock then  outstanding,  provided  that such  approval  shall not be
required if Alexander Christopher Lang no longer directly or indirectly owns all
of the  issued  and  outstanding  voting  shares  of  Seller,  and (ii) will not
exercise  its  vote  as  a  shareholder  of  Buyer  to  initiate  the  voluntary
liquidation,  dissolution  or winding up of Buyer nor take any action or omit to
take any action that is designed to result in the  liquidation,  dissolution  or
winding up of Buyer.

          (d) Wavetech agrees that it has irrevocably  reserved for issuance and
will at all times keep  available,  out of its authorized  and unissued  capital
stock,  such  number of  shares of  Wavetech  Common  Stock (or other  shares or
securities  into which the Wavetech  Common Stock may be reclassified or changed
to the extent  permitted under this Agreement) equal to the sum of the number of
shares of Wavetech  Common  Stock which are now or may  hereafter be required to
enable and permit Buyer and Wavetech to meet their obligations hereunder.

                                        3
<PAGE>
          (e) Buyer  agrees to give  Seller and  Wavetech  notice of each of the
following events at the time set forth:

               (i)  in the event of any  determination by the Board of Directors
                    of Buyer to institute voluntary liquidation,  dissolution or
                    winding up  proceedings  with  respect to Buyer or to effect
                    any other  distribution  of the  assets  of Buyer  among its
                    shareholders  for the purpose of winding up its affairs,  at
                    least thirty (30) days prior to the proposed  effective date
                    of  such  liquidation,  dissolution,  winding  up  or  other
                    distribution;

               (ii) immediately,  upon the earlier of receipt by Buyer of notice
                    of or the Buyer  otherwise  becoming aware of any threatened
                    instituted claim,  suit,  petition or other proceedings with
                    respect  to  the  involuntary  liquidation,  dissolution  or
                    winding up of Buyer or to effect any other  distribution  of
                    the assets of Buyer among its  shareholders  for the purpose
                    of winding up its affairs.

          (f) Wavetech agrees that the number of shares of Wavetech Common Stock
to be  delivered  upon  exchange for Buyer  Preferred  Stock will be adjusted to
reflect any  reorganization of Wavetech or  reclassification  of its securities,
any consolidation or merger, stock dividend, stock split or subdivision, reverse
stock split or combination of the Common Stock of Wavetech.

          (g) If a negotiated  tender offer,  share exchange offer,  issuer bid,
takeover bid or similar  transaction  with respect to Wavetech  Common Stock (an
"Offer") is proposed by Wavetech or is proposed to Wavetech or its  shareholders

                                        4
<PAGE>
and is  recommended  by the Board of  Directors  of  Wavetech,  or is  otherwise
effected  or to be  effected  with  the  consent  or  approval  of the  Board of
Directors of Wavetech, Wavetech will use its best efforts and good faith to take
all such actions and do all such things as are  necessary or desirable to enable
and permit holders of Buyer  Preferred Stock to participate in such Offer to the
same extent and on an economically  equivalent  basis as the holders of Wavetech
Common Stock,  without  discrimination.  Without  limiting the generality of the
foregoing, Wavetech may participate in all such offers without being required to
redeem Buyer Preferred Stock and without requiring that Buyer Preferred Stock be
exchanged for Wavetech Common Stock (or, if so required, to ensure that any such
redemption  or exchange  shall be effective  only upon and shall be  conditional
upon the closing of the Offer and to the extent  necessary  to tender or deposit
to the Offer).

          (h)  Wavetech  agrees that if any shares of Wavetech  Common Stock (or
other  shares  or  securities  into  which  the  Wavetech  Common  Stock  may be
reclassified  or  changed)  to  be  issued  and  delivered   hereunder   require
registration or qualification with or approval of or the filing of any document,
or the taking of any proceeding with or the obtaining of any order,  ruling,  or
consent from, any  governmental  or regulatory  authority  under any Canadian or
United States federal, provincial or state laws or regulation or pursuant to the
rules and  regulations  of any  regulatory  authority or the  fulfillment of any
other legal  requirement  (in addition to  registration  of the Wavetech  Common
Stock with the United States Securities and Exchange  Commission as contemplated
under Section 5 above) (collectively,  the "Applicable Laws") before such shares
(or other  shares or  securities  into which the  Wavetech  Common  Stock may be
reclassified  or changed)  may be issued or delivered by Wavetech to the initial
holder  thereof as  contemplated  hereunder  or in order that such shares may be
freely  traded  thereafter  Wavetech  will use its best efforts in good faith to

                                        5
<PAGE>
take all such actions and to do all such things as are  reasonably  necessary or
advisable to cause the Wavetech Common Stock (or other shares or securities into
which the Wavetech Common Stock may be reclassified or changed) to be and remain
so registered,  qualified or approved.  Wavetech represents and warrants that it
has in good faith taken all actions and done all things as are  necessary  as of
this date under the  Applicable  Laws as they exist on the date  hereof to cause
the Wavetech Common Stock (or other shares or securities into which the Wavetech
Common  Stock may be  reclassified  or  changed)  to be issued  and  deliverable
hereunder.  Wavetech will, in good faith,  use its best efforts to take all such
actions and do all such things as are reasonably necessary or advisable to cause
the Wavetech Common Stock (or other shares or securities into which the Wavetech
Common  Stock  may be  reclassified  or  changed)  to be  issued  and  delivered
hereunder,  including  for  greater  certainty,  pursuant to the  provisions  of
Section 2 and  Section  5 of this  Agreement,  so as to be quoted or posted  for
trading on all stock  exchanges and  quotation  systems on which such shares are
listed, quoted or posted for trading at such time.

          (i) Buyer and Wavetech  agree that  without the prior  approval of the
holders of the Buyer Preferred Stock then outstanding (i) until such time as all
of the Buyer Preferred Stock has been exchanged for Wavetech Common Stock, Buyer
will not issue any  additional  shares of common  stock of Buyer  (other than to
Wavetech under  subparagraph (b) above) or issue any additional  shares of Buyer
Preferred  Stock and (ii)  Wavetech  will not  transfer,  assign or encumber the
shares of Buyer which it now holds or may acquire.

          (j) Nothing herein will otherwise  restrict the ability of Wavetech to
issue additional shares of its Common Stock from time to time.

                                        6
<PAGE>
          (k) Seller  warrants and  represents  to Buyer and Wavetech that as of
the date hereof,  all of the issued and outstanding  voting shares of Seller are
owned directly or indirectly by Alexander Christopher Lang, who is the President
and a director of Seller.

     4. RESTRICTIVE LEGEND.

          (a) Each  certificate  representing  Shares  shall  (unless  otherwise
permitted by  subsection  (b) of this  Section 3) be stamped with the  following
legend:

          THE  SECURITIES   REPRESENTED  BY  THIS   CERTIFICATE  HAVE  NOT  BEEN
          REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
          STATE   SECURITIES   LAWS.  THE  SECURITIES  HAVE  BEEN  ACQUIRED  FOR
          INVESTMENT  AND MAY NOT BE  OFFERED  FOR SALE,  SOLD,  TRANSFERRED  OR
          ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE
          SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE
          STATE  SECURITIES  LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY
          SATISFACTORY  TO THE ISSUER THAT  REGISTRATION  IS NOT REQUIRED  UNDER
          SAID ACT OR APPLICABLE  STATE  SECURITIES LAWS OR UNLESS SOLD PURSUANT
          TO RULE 144  UNDER  SAID ACT.  NOTWITHSTANDING  THE  FOREGOING,  THESE
          SECURITIES  MAY BE  PLEDGED  IN  CONNECTION  WITH A BONA  FIDE  MARGIN
          ACCOUNT.

          (b) Each  Holder  consents to the  Company's  making a notation on its
records and giving instructions to any transfer agent of the Company in order to
implement the restrictions on transfer established in this Agreement. The legend
placed  on any  certificate  pursuant  to  Section  3(a)  and any  notations  or
instructions  with  respect  to  the  Restricted  Shares   represented  by  such
certificate  will be promptly  removed,  and the Company will  promptly  issue a
certificate  without such legend to the Holder of such Restricted  Shares (i) if
such Restricted  Shares are registered under the Securities Act and a prospectus
meeting the  requirements  of Section 10 of the  Securities  Act is available or
(ii) if the Holder  thereof  satisfies the  requirements  of Rule 144 and, where

                                        7
<PAGE>
reasonably  determined  necessary by the  Company,  provides the Company with an
opinion of counsel  for the Holder of the  shares,  both such  counsel  and such
opinion being reasonably satisfactory to the Company, to the effect that (A) the
Holder  meets the  requirements  of Rule 144 or (B) a public  sale,  transfer or
assignment of the Shares may be made without registration.

     5. COMPANY REGISTRATION.

     As soon as  reasonably  practicable  after the date of this  Agreement  the
Company  shall  register  on Form S-3 (or any  appropriate  successor  form) all
shares of Company  Common  Stock  issuable in exchange  for the Buyer  Preferred
Stock under the Purchase  Agreement.  The Company  shall advise Holder when such
registration  is effective and shall  provide to Holder as required  copies of a
prospectus  meeting the  requirements  of Section 10 of the  Securities  Act and
shall  extend to Holder full  cooperation  and  assistance  in the event  Holder
wishes to sell any such Shares.

     6.  EXPENSES  OF  REGISTRATION.   All  Registration  Expenses  incurred  in
connection  with any  registration  pursuant  to Section 4 shall be borne by the
Company. All Selling and Distribution  Expenses  attributable to the Registrable
Shares registered on behalf of Holder shall be borne by Holder.

     7. INDEMNIFICATION.

          (a) The  Company  will  indemnify  the Holder,  each of its  officers,
directors,  employees and agents and each person  controlling such Holder within
the  meaning  of  Section  15 of the  Securities  Act,  with  respect  to  which
registration,  qualification  or compliance  has been effected  pursuant to this
Agreement,  against all expenses,  claims,  losses,  damages or liabilities  (or
actions  in  respect  thereof),  including  any of  the  foregoing  incurred  in

                                        8
<PAGE>
settlement of any litigation,  commenced or threatened,  arising out of or based
on any untrue  statement  (or  alleged  untrue  statement)  of a  material  fact
contained in any registration statement,  prospectus, offering circular or other
document,  or  any  amendment  or  supplement  thereto,  incident  to  any  such
registration, qualification or compliance, or any omission (or alleged omission)
to state therein a material  fact required to be stated  therein or necessary to
make the statements  therein,  in the light of the  circumstances  in which they
were  made,  not  misleading,  or any  violation  by the  Company of any rule or
regulation  promulgated under the Securities Act or any other federal,  state or
common law rule or regulation  applicable to the Company in connection  with any
such registration,  qualification or compliance,  and the Company will reimburse
the  Holder,  each of its  officers,  directors,  employees  and agents and each
person  controlling  the Holder for any legal and any other expenses  reasonably
incurred in  connection  with  investigating,  preparing or  defending  any such
claim, loss, damage,  liability or action, provided that the Company will not be
liable  in any  such  case to the  extent  that any such  claim,  loss,  damage,
liability  or  expense  arises  out of or is based on any  untrue  statement  or
omission or alleged  untrue  statement or omission  made in reliance upon and in
conformity with any written information  furnished to the Company pursuant to an
instrument  duly executed by the Holder or  controlling  person and stated to be
specifically for use therein.

          (b) The Holder will  indemnify the Company,  each of its directors and
officers, each underwriter,  if any, of the Company's securities covered by such
a  registration  statement,  each  person  who  controls  the  Company  or  such
underwriter  within the meaning of Section 15 of the Securities Act, against all
claims,  losses, damages and liabilities (or actions in respect thereof) arising
out of or based on any untrue  statement  (or  alleged  untrue  statement)  of a
material fact contained in any such registration statement, prospectus, offering
circular or other  document,  or any  omission  (or alleged  omission)  to state

                                        9
<PAGE>
therein a material fact  required to be stated  therein or necessary to make the
statements therein not misleading,  and will reimburse the Company for any legal
or any other expenses  reasonably  incurred in connection with  investigating or
defending any such claim, loss, damage, liability or action, in each case to the
extent,  but only if and to the extent,  that such untrue  statement (or alleged
untrue statement) or omission (or alleged omission) is made in such registration
statement,  prospectus, offering circular or other document in reliance upon and
in conformity with any written information  furnished to the Company pursuant to
an instrument duly executed by the Holder and stated to be specifically  for use
therein.

          (c) Each party entitled to  indemnification  under this Section 5 (the
"Indemnified  Party") shall give written notice to the party required to provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual knowledge of any claim as to which indemnity may be sought, and shall
permit the  Indemnifying  Party to assume  the  defense of any such claim or any
litigation  resulting  therefrom,  provided  that  counsel for the  Indemnifying
Party,  who shall  conduct  the  defense of such claim or  litigation,  shall be
approved by the  Indemnified  Party (whose  approval shall not  unreasonably  be
withheld),  and the  Indemnified  Party may  participate in such defense at such
party's expense,  and provided further that the failure of any Indemnified Party
to give notice as provided  herein shall not relieve the  Indemnifying  Party of
its obligations  under this Agreement  unless,  but only to the extent that, the
failure to give such notice is actually  prejudicial to an Indemnifying  Party's
ability to defend such action. No indemnifying Party, in the defense of any such
claim or litigation,  shall,  except with the consent of each Indemnified Party,
consent to entry of any  judgment  or enter into any  settlement  which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such  Indemnified  Party of a release  from all  liability in respect to such
claim or litigation.

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<PAGE>
     8.  FURTHER  OBLIGATIONS  OF THE  COMPANY.  Whenever  required  under  this
Agreement to effect the  registration  of any  Registrable  Shares,  the Company
shall,  as  expeditiously  as  reasonably  possible  furnish to the Holder  such
numbers of copies of the registration  statement and all amendments thereto, any
prospectus  included in such registration  statement,  including any preliminary
prospectus,  in conformity with the requirements of the Securities Act, and such
other  documents  as they may  reasonably  request  in order to  facilitate  the
disposition of Registrable Shares owned by them.

     9. RULE 144 REQUIREMENTS. The Company agrees to:

          (a) use its  best  efforts  to file  with the  Commission  in a timely
manner  all  reports  and other  documents  required  of the  Company  under the
Securities Act and the Exchange Act;

          (b) furnish to any Holder upon request (i) a written  statement by the
Company as to its  compliance  with the  requirements  of Rule  144(c),  and the
reporting  requirements  of the Securities Act and the Exchange Act, (ii) a copy
of the most recent  annual or quarterly  report of the  Company,  and (iii) such
other reports and documents of the Company as such Holder may reasonably request
to avail itself of any similar rule or  regulation  of the  Commission  allowing
itself to sell any such securities without registration; and

          (c)  cooperate  with the  Holder  in such  manner  as the  Holder  may
reasonably   request  so  as  to  enable  sales  made  in  compliance  with  the
requirements of Rule 144 to be made in compliance  with the  requirements of any
transfer  agent,  registrar  or the  broker  through  whom any  sales  are to be
executed.

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<PAGE>
     10.  AMENDMENT.  Any  provision  of this  Agreement  may be amended and the
observance  thereof may be waived (either generally or in a particular  instance
and either  retroactively or prospectively),  only by the written consent of the
Company and the Holder. Any amendment or waiver effected in accordance with this
Section 8 shall be binding upon the Holder then outstanding,  each future holder
of any Shares who is a party to this Agreement, and the Company.

     11. NOTICES, ETC.. All notices,  requests, demands and other communications
hereunder  shall be in  writing  and shall be deemed to have been duly  given if
delivered  by  hand,  courier  service,   United  States  mail  (return  receipt
requested) or by facsimile, addressed as follows:

          If to Seller or the Seller Stockholders, addressed to:

                   Ms. Rosnani Atani
                   Chief Executive Officer
                   Softalk Inc.
                   415 Yonge Street
                   Toronto, Ontario  M5B 2E7
                   Fax: (416) 597-2785

          With a copy to:

                   Shibley Righton
                   Barristers & Solicitors
                   401 Bay Street, suite 1900
                   Toronto, Ontario  M5H 2Z1
                   Attn: L.S. Mason
                   Fax: (416) 214-5438

          If to Buyer or Wavetech, addressed to:

                   Wavetech International, Inc.
                   5210 East Williams Circle
                   Suite 200
                   Tucson, Arizona  85711
                   Attn: Gerald I. Quinn
                   Fax: (520) 750-9194

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<PAGE>
          With a copy to:

                   Squire, Sanders & Dempsey L.L.P.
                   40 North Central Avenue, Suite 2700
                   Phoenix, Arizona  85004
                   Attn: Gregory R. Hall, Esq.
                   Fax: (602) 253-8129

     12.  ENTIRE  AGREEMENT;  SEVERABILITY.  This  Agreement  and  the  Purchase
Agreement  together with the Schedules and Exhibits thereto set forth all of the
provisions, covenants, agreements, conditions and undertakings among the parties
hereto  with  respect to the  subject  matter  hereof.  The  provisions  of this
Agreement are  severable,  and in the event that any one or more  provisions are
deemed illegal or unenforceable,  the remaining  provisions shall remain in full
force and effect.

     13.  GOVERNING  LAW. This  Agreement  shall be governed by and construed in
accordance  with the laws (other  than those with  respect to choice law) of the
State of Nevada.  Each of the parties hereto agree that all claims in any action
or proceeding arising out of or related to this Agreement shall be determined by
arbitration pursuant to Section 11.12 of the Purchase Agreement.

     14.  COUNTERPARTS.  This  Agreement may be executed  simultaneously  in any
number of  counterparts,  each of which shall be deemed an original,  but all of
which together shall constitute one and the same instrument.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.

                                        WAVETECH INTERNATIONAL, INC.

                                        By: /s/ Gerald I. Quinn
                                            ------------------------------------
                                            Its: President, Gerald I. Quinn


                                        INTERPRETEL (CANADA), INC.

                                        By: /s/ Gerald I. Quinn
                                            ------------------------------------
                                            Its: President, Gerald I. Quinn


                                        SOFTALK INC.

                                        By: /s/ A. Chris Lang
                                            ------------------------------------
                                            Its: President, Alexander
                                                 Christopher Lang

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