Exhibit 10.35

                                    Verestar
April 4, 2002

Mr. Syed Naqvi,
Chief Financial Officer
GLOBALTRON COMMUNICATIONS CORPORATION
100 North Biscayne Boulevard
Suite 2500
Miami, Florida  33132


Re:      Verestar Service Agreements, IVDOC-20A and IVD00321 and License
         Agreement IVD00-36} between Verestar, Inc. and Globaltron
         Communications Corporation (collectively, the "Agreements")


Dear Mr. Naqvi:

As you are aware, payments for service provided under the above-captioned
Agreements are severely delinquent. Our intention by this letter is to
memorialize the agreement between Verestar, Inc. ("Verestar" or "Party") and
Globaltron Communications Corporation ("Globaltron" or "Party" with respect to
the termination of the above-captioned Agreements, the resolution of outstanding
balances and termination liabilities and the relationship of the Parties going
forward.

The outstanding balance due under the three Agreements as of March 31, 2002 is
$296,659.14 (the "Sum"). In exchange for the payment of the Sum as provided in
the succeeding paragraph, Verestar hereby agrees to the termination of the
Agreements. Subsequent to such termination, Globaltron and its affiliates are
released from the Agreements and any claims of any kind or nature which Verestar
or its affiliates had, has or may have against Globaltron and each of its
affiliates of any kind or nature under the Agreement, including but not limited
to the early termination liabilities thereunder, provided that Globaltron
executes a new co-location agreement ("New Agreement"), upon the terms and
conditions set forth in the attachment hereto, for the placement of Globaltron
equipment at Verestar's facilities at 60 Hudson Street, New York City. It is
specifically understood that upon signing of the New Agreement that Globaltron
pay to Verestar the sum of $57,600.00 being the first month's service charge and
a security deposit as set forth in the New Agreement.

Therefore, in exchange for its release from the obligations of the Agreements
and termination of any rights of Verestar thereafter, Globaltron shall be bound
to the following specific obligations:

     o    Globaltron will pay Verestar $150,000.00 upon the execution of this
          letter, but under no circumstances later than April 5, 2002.

     o    Globaltron will pay Verestar the remaining outstanding balance of
          $146,659.14 (the total of these two payments equals the Sum) on or
          before April 30, 2002.

     o    The release above provided shall not be effective unless the Sum is
          paid in full.

     o    The Parties agree to negotiate in good faith a binding future
          agreement that will impose upon Globaltron the obligation that, if
          needed (as determined by Globaltron), any future purchases, leases or
          other acquisition of space segment, teleport, collocation or other
          services which were the subject of the above-captioned Agreements
          shall be from Verestar at fair current market prices, ad determined by
          Verestar, acting in good faith, for the service requested. The
          requirement that Globaltron purchase such services from Verestar will
          expire on December 25, 2005, (the expiration of the original
          Agreements).


<PAGE>

If you are in agreement with the terms of this letter agreement, please
counter-sign and return it to me with the first installment of $150,000.00 on or
before April 5, 2002. If you need additional information or documentation,
please do not hesitate to contact me.


Very truly yours,



Kay Sears
Vice President, Global Sales
Verestar, Inc.


cc:  Adam Edeman
     Yamile Reyes
     Ramiro Acosta


ACCEPTED AND AGREED TO


GLOBALTRON COMMUNICATIONS CORPORATION


This 5th day of April, 2002


------------------------------------------
Syed Naqvi
Chief Financial Officer