Exhibit 10.38

                                                                 March 27, 2002


Phone 1, Inc.
100 North Biscayne Blvd, Suite 2500
Miami, Florida 33132

Attention: Mr. Dario Echeverri

Ladies and Gentleman:

         We are pleased to confirm that we are extending to you an Overdraft
Facility of up to an aggregate amount of $2,000,000 (the "Amount") outstanding
at any one time (the "Overdraft Facility"), which Overdraft Facility may be used
by your company for operating expenses. This Overdraft Facility shall be
available to you in the Account No. [1008100370] (the "Account") at our bank on
the date hereof. This Overdraft Facility is subject to the terms and provisions
set forth herein.

         The Amount shall be evidenced by a single promissory note of your
company in the form of Exhibit A hereto, dated as of the date hereof, payable to
our bank in a principal amount equal to $2,000,000, under which we, subject to
the terms and conditions of this Overdraft Facility, shall make available the
Overdraft Facility to your company.

         Borrowings (drowdowns) under this Overdraft Facility may be made from
time to time and shall be repayable, inclusive of interest and fees thereon, on
demand.

         Any amounts outstanding on the Overdraft Facility shall bear interest
at a rate per annum equal to 12% (the "Interest Rate"). Notwithstanding anything
contained herein to the contrary, you shall maintain an amount equal to the
interest due on the outstanding balance of the borrowings (drowdowns) in the
Account.

         All payments of principal, interest, and fees payable by you under this
Overdraft Facility shall be payable in lawful money of the United States of
America. You hereby, specifically grant to us the authority and right to take
amounts when due for any borrowings (drowndowns) under this Overdraft Facility,
interest or fees, from the Account and you agree you shall sign any
authorizations or other documentation, which we may require to take for such
actions.

         You shall have the right, at any time or from time to time, without
premium or penalty, to prepay all or part of the unpaid principal amount of the
outstanding borrowings (drowdowns) hereunder together with interest accrued on
the amount prepaid to the date of any such prepayment.

<PAGE>

         This Overdraft Facility may be utilized by the company for a period of
one year ending on March 27 2003; provided however that, WE IN OUR SOLE
DISCRETION MAY DEMAND PAYMENT AND TERMINATE THIS OVERDRAFT FACILITY AT ANY TIME.

         You hereby agree to pay us on demand all fees, costs and expenses, if
any (including reasonable counsel fees and expenses), in connection with the
collection or enforcement (whether through negotiations, legal proceedings or
otherwise) of this Overdraft Facility.

         All notices, requests and other communications hereunder must be in
writing and delivered personally against written receipt, by facsimile
transmission with answer back confirmation or mailed by overnight (or in the
case of notices being sent or delivered outside the United States, second day)
courier prepaid, at the following addresses or facsimile numbers:

             If to Phone 1, Inc to:

             Phone 1, Inc.
             100 North Biscayne Blvd, Suite 2500
             Miami, Florida, 33132
             Attn: Mr. Dario Echeverri
             Fax: (305) 371-6540

             If to our bank, to:

             GNB Bank Panama S.A
             Calle 50 y Aquilino de la Guardia, Torre Banco Continental, Piso 30
             Ciudad de Panama, Panama.
             Attn: Magda Rodriguez
             Fax: (011-507) 215-7560

         All such notices, requests and other communications will (i) if
delivered personally to the address as above provided, be deemed given upon
delivery, (ii) if delivered by facsimile transmission to the applicable
facsimile number as above provided, be deemed given upon receipt, (iii) if
delivered by courier to the address provided, be deemed given on the earlier of
the first business day (second business day in the case of notices given or sent
outside the United States) following the date sent by such courier or upon
receipt (in each case regardless of whether such notice, request or other
communication is received by any other person to whom a copy of such notice is
to be delivered). You may from time to time change your address, facsimile
number or other information for the purpose of notices to you by giving notice
to us specifying such change at least ten (10) business days prior to the
effective date of such notice. Business Days under this Overdraft Facility means
any day other than Saturday, Sunday or any day on which banking institutions in
the Republic of Panama are authorized or obligated by law or administrative
orders to close.

         THIS OVERDRAFT FACILITY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE DOMESTIC LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT
TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION OR RULE.

         IN ANY ACTION, SUIT, OR PROCEEDING, IN RESPECT OF OR ARISING OUT OF
THIS OVERDRAFT FACILITY, YOU AND OUR BANK MUTUALLY WAIVE, TO THE FULLEST EXTENT
PERMITTED BY LAW, TRIAL BY JURY AND ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR
SPECIAL DAMAGES.

         All computations of interest hereunder shall be made on the basis of a
year of 360 days for the actual number of days (including the first day but
excluding the last day) occurring in the period for which such interests are
payable.



<PAGE>


         If this Overdraft Facility is acceptable to you, please sign below by
an authorized officer and return to us by facsimile signature and overnight
courier.

                                Very truly yours.


                                            GNB BANK PANAMA S.A.


                                            By:
                                                -----------------------------
                                            Name:
                                                 ----------------------------
                                            Title:
                                                  ---------------------------

Agreed to and accepted:

PHONE 1, INC.


By:
    ------------------------

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

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

<PAGE>



THIS NOTE MAY NOT BE TRANSFERRED, SOLD, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT
IN ACCORDANCE WITH ALL APPLICABLE FEDERAL AND STATE SECURITIES LAWS.

                                      NOTE
                                      ----

$2,000,000                                                         New York, NY
                                                                 March 27, 2002


         FOR VALUE RECEIVED, Phone 1 Inc., a Florida corporation (the
"Borrower"), having a principal office at 100 North Biscayne Blvd, Suite 2500,
Miami, Florida 33132 hereby promises to pay to the order of GNB Bank Panama S.A.
("Lender") on demand, at Calle 50 y Aquilino de la Guardia, Torre Banco
Continental, Piso 30, Panama City, Republic of Panama, or such other place (the
"Office"), as may be designated by the Lender in a written notice given to the
Borrower, in lawful money of the United Sates of America in New York Clearing
House funds, the principal sum of Two Million ($2,000,000.00) United States
Dollars (the "Principal Amount").

         Capitalized terms used herein but not defined shall have the meanings
ascribed to them in the Overdraft Facility, dated as of the date hereof, between
the Borrower and the Lender.

         The Borrower promises also to pay interest on the unpaid Principal
Amount in like money at said Office from the date hereof until paid or upon
demand at the Interest Rate. Any interest due under this Note may be offset by
the Lender as against any funds of the Borrower on deposit at the Lender, if
any.

         In the event that the Lender exercises its right to demand payment to
with respect to only a portion of the outstanding Principal Amount and/or
accrued interest under this Note, that portion of the Principal Amount not so
exercised shall continue to accrue interest and shall be repayable by the
Borrower in accordance with the terms hereof and the Borrower shall issue a new
promissory note to the Lender in substantially the form of the surrendered Note,
in an aggregate principal amount equal to the remaining unpaid principal balance
of the surrendered Note.

         The Borrower shall pay on demand all losses, costs and expenses, if any
(including reasonable counsel fees and expenses), in connection with the
collection or enforcement (whether through negotiations, legal proceedings or
otherwise) of this Note.

         The Borrower hereby waives presentment, demand, protest or notice of
any kind in connection with this Note.

         No failure on the part of Lender to exercise, and no delay in
exercising, any right hereunder shall operate as a waiver thereof; nor shall any
single or partial exercise of any right hereunder preclude any other or further
exercise thereof or the exercise of any other right. The remedies herein
provided are cumulative and not exclusive of any remedies provided by law.

         This Note, having been signed in the State of New York, shall be
governed by and construed in accordance with the laws of the State of New York,
United States of America, without regard to conflict of law principles.

<PAGE>

         Any proceedings with respect to the interpretation of this Note or the
rights of the Lender and obligations of the undersigned shall be exclusively
brought in the United States District Court for the Southern District of New
York or, if such court lacks subject matter jurisdiction, in the Supreme Court
of the State of New York, County of New York and the undersigned waives the
right to object to the jurisdiction or venue of either such Court or to claim it
is inconvenient forum.


                                                  PHONE 1 INC.

                                                  By:
                                                     ------------------------
                                                  Name:    Helen Isaacson
                                                  Title:   Assistant Secretary