Exhibit 10.40


May 30, 2002

Phone 1, Inc.
100 North Biscayne Blvd, Suite 2500
Miami, Florida 33132
Attention: Mr. Dario Echeverry



Ladies and Gentlemen:

         We refer to the Overdraft Facility dated as of March 27, 2002 and the
Amendment dates as of April 29, 2002, between Phone 1, Inc. and GNB Bank Panama
S.A. (the "Overdraft Facility"), a copy of which is attached.

         Capitalized terms used and not otherwise defined herein shall have the
meaning ascribed to them in the Overdraft Facility.

         The Overdraft Facility is increased up to an aggregate principal amount
of $3,580,000 and accordingly, the definition of the term Amount used in the
Overdraft Facility is changed to mean the aggregate amount of $3,580,000.

         The second paragraph of the Overdraft Facility is amended and replaced
in its entirety as follows: "The Amount shall be evidenced by a single or a
number of promissory notes of your company substantially in the form of Exhibit
A hereto under which we, subject to the terms and conditions of this Overdraft
Facility, shall make available the Overdraft Facility to your company.

         Except as modified hereby, the Overdraft Facility remains in full force
and effect.

         This amendment 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 you are in agreement with the terms of this amendment, please so
indicate by signing in the space provided below.


                                            Very truly yours,


<PAGE>



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                                                        GNB BANK PANAMA S.A.

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

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

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

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Agreed and accepted as of the Date first above written:

PHONE 1, INC.

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

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

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

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<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
                                      ----


$ 380,000.00                                                        New York, NY
                                                                    May 30, 2002


         FOR VALUE RECEIVED, Phone1, 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 States of America in New York Clearing
House funds, the principal sum of Three Hundred Eighty Thousand ($380,000.00)
(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 apportion 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