<PAGE>

                                                                   EXHIBIT 10.27


                          Dated as of 30 September 2002

                        (1) INFONET SERVICES CORPORATION

                (2) AUCS COMMUNICATIONS SERVICES N.V. AND OTHERS

                                  (3) TELIA AB

                               (4) KPN TELECOM B.V

                                 (5) SWISSCOM AG

                                   (6) OTHERS

               --------------------------------------------------

                      TERMINATION AND TRANSITION AGREEMENT

               --------------------------------------------------


<PAGE>


                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE
<S>                                                                                                    <C>

1.     INTERPRETATION ................................................................................. 2

2.     TERMINATION .................................................................................... 5

3.     COMPLETION AND AGREEMENTS POST COMPLETION ...................................................... 5

4.     COMPLETION-RELATED PAYMENTS .................................................................... 6

5.     CLOSING DATE FINANCIAL STATEMENTS .............................................................. 7

6.     TRANSITION ..................................................................................... 9

7.     CONFIDENTIALITY ................................................................................13

8.     MISCELLANEOUS ..................................................................................14


SCHEDULES

Schedule 1        ISC Affiliates (clause 1.1)

Schedule 2        Form of resolution releasing directors and form of resignation letter (clause 3.2)

Schedule 3        Transition Sites (clause 6.5)

Schedule 4        Support services Service Level Agreements (clause 5.2)

Schedule 5        Restructuring costs (clause 6.10)

Schedule 6        Forms of revised invoicing policy letter agreements (clause 3.2)

Schedule 7        Forms of sales representative sign-up agreements (clause 3.2)

</TABLE>


<PAGE>

THIS AGREEMENT made as of 30 September 2002 BETWEEN:

(1)  INFONET SERVICES CORPORATION, a Delaware Corporation ("ISC" and, together
     with the ISC Affiliates, "Infonet");

(2)  AUCS COMMUNICATIONS SERVICES N.V., a company organised under the laws of
     The Netherlands ("AUCS" together with all of its Affiliates, including AUCS
     Communications Services v.o.f. ("AUCS vof"), the "AUCS Entities" and each
     an "AUCS Entity");

(3)  TELIA AB, a company organised under the laws of Sweden ("Telia");

(4)  KPN TELECOM B.V., a company organised under the laws of The Netherlands
     ("KPN");

(5)  SWISSCOM AG, a company organised under the laws of Switzerland ("Swisscom"
     and, together with Telia and KPN, the "Indirect AUCS Stockholders"); and

(6)  TELIA TELECOMMUNICATIONS INTERNATIONAL B.V., a company organised under the
     laws of The Netherlands and a wholly-owned subsidiary of Telia, TELKI
     HOLDING COMPANY B.V., a company organised under the laws of The Netherlands
     and a wholly-owned subsidiary of KPN, and SWISSCOM NETHERLANDS B.V., a
     company organised under the laws of The Netherlands and a wholly-owned
     subsidiary of Swisscom (such parties hereinafter referred to as the "Direct
     Partners");

     (each of the above, a "Party" and collectively, the "Parties").

WHEREAS, pursuant to a Management Agreement dated 30 September 1999 and
subsequent amendments thereto (the "Management Agreement") and a Services
Agreement dated 30 September 1999 (the "Services Agreement") made between the
Parties (other than the Direct Partners) and Unisource N.V., the AUCS Entities
wished to have ISC assume the sole and exclusive management of all operations of
the AUCS Entities in order to ensure continuity of service and, in keeping with
the commitments of the AUCS Entities under specified agreements, while reducing
their operating costs and other expenses as quickly as possible;

WHEREAS, Unisource N.V. has since been demerged and its interest in AUCS has
thereby devolved to the Direct Partners;

WHEREAS, the Parties wish to:

(A)  memorialise the termination of the Management Agreement, the Services
     Agreement and certain other agreements entered into between them,

(B)  make certain transition and other arrangements in connection with
     activities related to such agreements, on the terms of this Agreement, and

(C)  provide for the terms of payment of certain fees and costs related to the
     termination and transition arrangements referred to above.

                                       1

<PAGE>


NOW THEREFORE, in consideration of the premises and the mutual covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties agree as follows:

IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Capitalised terms used in this Agreement shall have the meanings as defined
     in the body of the Agreement or as defined below:

     "Affiliate"              means in relation to each Party other than ISC
                              each current or future corporation or entity owned
                              or under the Control of that Party;

     "Arbitration Rules"      means the rules of the Netherlands
                              Arbitration Institute (Nederlands Arbitrage
                              Instituut) ("NAI") in accordance with which any
                              NAI arbitration will be conducted, or such amended
                              rules as the NAI may have adopted hereafter to
                              take effect before the commencement of the
                              arbitration;

     "Closing Date            means the financial statements as at 30 September
     Financial Statements"    2002, as defined in the Management Agreement, and
                              as further described in this Agreement;


     "Completion"             means 30 September 2002;


     "Control"                means in relation to a body corporate, the power
                              of a person to secure that its affairs are
                              conducted in accordance with the wishes of that
                              person:

                              (a)  by means of the holding of shares or the
                                   possession of voting power in or in relation
                                   to that or any other body corporate; or

                              (b)  by virtue of any powers conferred by the
                                   articles of association or any other document
                                   regulating that or any other body corporate,
                                   and, in relation to a partnership, means the
                                   right to a share of more than one half the
                                   assets, or of more than one half of the
                                   income, of the partnership; or

                              (c)  by, in the case of AUCS, the control or
                                   authority of AUCS over AUCS Communications
                                   Services v.o.f. under the AUCS v.o.f.
                                   Partnership Agreement, as amended from time
                                   to time, and related governance
                                   documentation;


                                       2

<PAGE>

     "Direct Costs"           means the costs of AUCS which are reflected
                              in the `Direct Cost' item in the financial
                              statements of AUCS in accordance with the practice
                              and accounting policies of AUCS in 2000, 2001 and
                              2002 and in the monthly AUCS management reports;

     "Excluded Obligations"   means the obligations of the Parties in Article
                              1.1.(Certain Definitions), Article 7.2 (Orderly
                              Handover), Article 8.1 (Confidential Information),
                              Article IX (Indemnification) and Article 10.2
                              (Governing law and Arbitration) of the Management
                              Agreement;


     "Fully Loaded"           means, when used in connection with costs,
                              the out-of-pocket expenses plus 2% in the case of
                              Direct Costs and plus 8% in the case of all costs
                              other than Direct Costs;

     "Incentive Payments"     have the meanings given to them in the
                              Management Agreement;

     "ISC Affiliate"          means (i) ISC, (ii) each current or future
                              corporation or entity owned or under the Control
                              of ISC, (iii) any of ISC's current or future
                              subsidiaries, (iv) any current or future corporate
                              entity (or subsidiary thereof) whose primary
                              business is to conduct data communications or
                              other related activities, and such entity has
                              entered into a legal relationship with ISC or any
                              of its Affiliates whereby such corporation has the
                              right to conduct business under the trademark and
                              tradename of "Infonet" and which entities as of
                              the date of this agreement are listed in Schedule
                              1, as it may be amended from time to time by ISC
                              upon notice to each of the Indirect AUCS
                              Stockholders;

     "Management Fee"         has the meaning given to it in the Management
                              Agreement;


     "Network Provider        means the agreements for the provision of
     Agreements"              national network and local loop connection
                              services between ISC and each of the Indirect
                              AUCS Stockholders (in the case of Telia, this
                              meaning Skanova; and in the case of Swisscom,
                              this meaning Swisscom ES);

     "Parent Network          means the Service Agreement dated 1 July 1996 made
     Service Agreements"      between Swisscom and AUCS vof; the Service
                              Agreement dated 1 July 1996 made between KPN and
                              AUCS vof and the Service Agreement dated 1 July
                              1996 made between Telia and AUCS vof;


                                       3

<PAGE>

     "Parent Distributor      means the Parent Distributor Agreement dated 1
      Agreements"             July 1996 made between Swisscom and AUCS vof; the
                              Parent Distributor Agreement dated 1 July 1996
                              made between KPN and AUCS vof and the Parent
                              Distributor Agreement dated 1 July 1996 made
                              between Telia and AUCS vof, all of which have been
                              assigned by AUCS vof to ISC with effect from 30
                              September 1999;

     "Terminated Agreements"  means:

                              (a)  the Management Agreement, the Services
                                   Agreement, and the Call Option Deed, all
                                   dated 30 September 1999 and made between ISC,
                                   Unisource N.V., AUCS and others and all side
                                   letters and other ancillary documents and
                                   agreements entered into in accordance
                                   therewith;

                              (b)  the Parent Distributor Agreements;

                              (c)  the Parent Network Service Agreements; and

                              (d)  all agreements entered into between AUCS and
                                   any ISC Affiliate prior to 29 September 2002
                                   under which it is provided that AUCS has
                                   performance obligations after 1 October 2002;

                              but excluding, for the avoidance of doubt (but
                              without limitation):

                              (i)  the Network Provider Agreements;

                              (ii) the letter agreements between each Indirect
                                   AUCS Stockholder and ISC and AUCS regarding a
                                   revised invoicing policy (providing for a
                                   period of 6 months in which to dispute
                                   invoices);

                              (iii) the Assignment Agreement dated 30 September
                                   1999 between, among others, the parties to
                                   this Agreement; and

                              (iv) the Personnel Cross-Charging Agreement dated
                                   1 October 1999 between ISC and AUCS providing
                                   for ordering and agreeing resources services
                                   provided by ISC to AUCS and by AUCS to ISC,
                                   and the charges therefore.

                                       4

<PAGE>

1.2  In this Agreement, unless otherwise specified:

     (a)  headings to the clauses and Schedules are for convenience only and do
          not affect the interpretation of this Agreement;

     (b)  the Schedules and any attachments form part of this Agreement and
          shall have the same force and effect as if expressly set out in the
          body of this Agreement, and any references to this Agreement shall
          include the Schedules.

2.   TERMINATION

2.1  Save with respect to the Excluded Obligations (each of which shall be
     deemed to be set forth in full in this Agreement), each of the Parties, by
     mutual consent, hereby terminates the Terminated Agreements with effect
     from Completion.

2.2  In the case of the Services Agreement, notice of termination has already
     been issued by certain parties thereto and accordingly this Agreement
     serves to confirm such termination and further to provide for consequences
     of termination with effect from Completion and other transitional
     arrangements.

2.3  If any agreement between AUCS and an ISC Affiliate is purported to be
     terminated pursuant to clause 2.1, but is still in material terms operative
     following Completion, the parties to such agreement shall in good faith
     agree to arrangements in connection with the activities to which that
     agreement applies. Similarly, if, after Completion, the Parties find that
     an agreement between AUCS and an ISC Affiliate which was terminated
     pursuant to clause 2.1, is in fact still required to be operative, the
     parties to such agreement shall in good faith agree to arrangements in
     connection with the activities to which that agreement is intended to
     apply.

3.   COMPLETION AND AGREEMENTS POST COMPLETION

3.1  After Completion, Infonet shall no longer be responsible for managing AUCS
     or any AUCS Entity.

3.2  For the avoidance of doubt, the Parties recognise and agree as follows:

     (a)  The indemnities in Article IX of the Management Agreement, interpreted
          in accordance with Section 10.2 of the Management Agreement, shall
          continue to apply to liabilities arising after Completion in respect
          of any events, acts or omissions occurring before Completion. In the
          case of directors who were appointed to the Boards of Directors of
          AUCS Entities during the period of the Management Agreement and who
          are now tendering their resignation as a consequence of the
          termination of the Management Agreement, AUCS and the Indirect AUCS
          Stockholders undertake to ensure that resolutions reflected in
          documented Board minutes of the relevant AUCS Entities are passed
          accepting such resignations and confirming that the relevant AUCS
          Entity has no claims against and in respect of any actions taken by
          the such directors in their capacity as a director of the relevant
          AUCS Entity (such release and waiver being without prejudice to the
          AUCS Entities, the Direct Partners and the Indirect AUCS Stockholders'
          rights against Infonet under this Agreement).


                                       5

<PAGE>

          The form of such resolution as well as the form of resignation of the
          directors covered by this paragraph, namely John Williams, Germain
          Lebeau and/or David Jowell, as the case may be, are attached in
          Schedule 2.

     (b)  (i)       Subject to clause 3.2 (b)(ii), the termination of the
                    Terminated Agreements pursuant to clause 2.1 does not
                    constitute a waiver by the Indirect AUCS Stockholders, the
                    Direct Partners or any of the AUCS Entities of any rights
                    and/or claims which they may have against Infonet, past
                    present or future, whether statutory, contractual or
                    otherwise, and whether actual or contingent, in respect of
                    any liabilities, damages, costs and expenses ("Losses")
                    incurred by them as a direct result of any wilful misconduct
                    or negligence on the part of ISC.

          (ii)      Infonet shall not be liable under clause 3.2 (b)(i) if and
                    to the extent that the Losses are incurred pursuant to acts
                    performed by ISC under the Management Agreement at the
                    specific request or with the express approval of the
                    Indirect AUCS Stockholders.

     (c)  Disputes (including, for the avoidance of doubt, enforcement of rights
          and/or claims referred to in clause 3.2 (a) and (b)) under any of the
          Terminated Agreements, shall be resolved in accordance with the
          governing law and dispute resolution provisions of the relevant
          Terminated Agreement. The Parties agree to use their best efforts to
          resolve any such disputes by 1 March 2003.

3.3  Following Completion:

     (a)  KPN, ISC and AUCS shall use reasonable efforts to execute, or procure
          execution of, the revised invoicing policy letter agreements,
          substantially in the forms attached hereto as Schedule 6, by 31
          October 2002.

     (b)  KPN and ISC shall use reasonable efforts to execute, or procure
          execution of, the sales representative sign-up agreements (covering
          the continuation of support, and related matters, relating to services
          for the ex-AUCS customers held by KPN and KPN Belgium N.V., and
          marketing of Infonet services in the Benelux), substantially in the
          forms attached hereto as Schedule 7, by 31 October 2002.

3.4  ISC intends to lease approximately 2000 m2 (two thousand square meters) of
     office space in the office building at Spicalaan 1 - 59, Hoofddorp (the
     "Spicalaan Office"), directly from the landlord on terms similar to the
     Spicalaan Office lease agreement in force as at Completion. ISC will use
     reasonable efforts to conclude such lease agreement by 11 October 2002 with
     effect from 1 October 2002.

4.   Completion-related PAYMENTS

     The Parties agree that payments pursuant to clause 5 will be made pursuant
     to the provisions of this Agreement and to bank accounts as notified in
     writing.

                                       6

<PAGE>

5.   CLOSING DATE FINANCIAL STATEMENTS

5.1  AUCS has procured the financial statements consistent with existing AUCS
     accounting principles and practices and applying the provisions of the
     Management Agreement ("August Accounts") in respect of the period ended on
     31 July 2002 on the basis of a `hard close' (i.e. treated as if annual
     accounts).

5.2  The AUCS management shall, by means of outsourcing to ISC in accordance
     with the Finance Service Level Agreement attached as Schedule 4, prepare
     hard close financial statements for AUCS as at the close of business on the
     day of Completion on or before 27 October 2002, on the basis of which ISC
     shall propose before 31 October 2002 financial statements of AUCS as at the
     close of business on the date of Completion (the "Closing Date Financial
     Statements"). The Closing Date Financial Statements shall be prepared
     consistent with existing AUCS accounting principles and practices and
     applying the provisions of the Management Agreement, including those
     accounting and other provisions relating to the Incentive Payment.

5.3  The Indirect AUCS Stockholders shall review the Closing Date Financial
     Statements proposed by ISC and shall conclude provisionally on the amount
     of the Incentive Payment (the "provisional Incentive Payment") based on
     these accounts and notify ISC thereof, and pay to ISC the Interim Incentive
     Payment (as defined in clause 5.4) on or before 15 December 2002.

5.4  The Interim Incentive Payment shall be a partial payment of the Incentive
     Payment under the Management Agreement and shall equal 80% of the
     provisional Incentive Payment, provided that the Interim Incentive Payment
     will not exceed the provisional Incentive Payment less (euro)10,000,000
     (ten million euro).

5.5  The Indirect AUCS Stockholders and ISC shall agree on the final Closing
     Date Financial Statements and then derive the agreed Incentive Payment (the
     "agreed Incentive Payment") from the agreed final Closing Date Financial
     Statements before 15 March 2003. The agreed Incentive Payment is subject to
     adjustment in accordance with clause 5.6. If the parties cannot reach
     agreement by 15 March 2003, the matter will be referred to dispute
     resolution in accordance with clause 5.9 below but subject to first
     complying with clause 8.7 (b). An amount (the "Incentive Payment Balance"),
     being the agreed Incentive Payment, less the Interim Incentive Payment
     already paid pursuant to clause 5.3, will be paid by the Indirect AUCS
     Stockholder to ISC within 2 weeks after the amount is agreed between them
     or after resolved in accordance with the dispute resolution procedure under
     clause 8.7 (b) and, if applicable, clause 5.9, and further subject to the
     withholding of the Retention Amount referred to in clause 5.6.

5.6  An amount (the "Retention Amount") will be withheld from the Incentive
     Payment Balance by the Indirect AUCS Stockholders and placed in escrow with
     ABN AMRO Bank N.V. until 31 March 2004. The Retention Amount shall be equal
     to (euro)5,000,000 (five million euro), or, if less, then equal to the
     Incentive Payment Balance. The Retention Amount shall be dealt with as
     follows:

                                       7

<PAGE>

     (a)  Interest actually received on the Retention Amount on account with ABN
          AMRO Bank N.V. shall be for the benefit of ISC and payable direct to
          ISC or its nominee.

     (b)  The agreed Incentive Payment will be reviewed with a view to full and
          final settlement, by comparing actuals, accruals, provisions or
          estimates in the Closing Date Financial Statements with the actual
          results verified in the period after Completion, and the agreed
          Incentive Payment shall be adjusted taking into account the difference
          in the actual results (such resultant adjustment to the agreed
          Incentive Payment referred to as the "Post Closing Adjustment").

     (c)  AUCS will provide to ISC and the Indirect AUCS Stockholder before 15
          February 2004 the audited financial statements of AUCS for 2003
          followed by an analysis, to be provided before 1 March 2004, of the
          impact of actual results in line items which may result in a Post
          Closing Adjustment, together with related backup materials, and
          including a proposed Post Closing Adjustment, if any.

     (d)  ISC shall have 14 days after receipt of the analysis and backup
          referred to in clause 5.6 (c) in which to review AUCS' accounting
          records and to respond to AUCS. If ISC and the Indirect AUCS
          Stockholders cannot reach agreement on the Post Closing Adjustment by
          31 March 2004, any Party may refer the matter to expert resolution in
          accordance with clause 5.9 below, but subject to first complying with
          clause 8.7(b).

     (e)  The Post Closing Adjustment shall be paid as follows:

          (i)       In the event that the Post Closing Adjustment leads to a
                    reduction in the agreed Incentive Payment, the Post Closing
                    Adjustment shall be paid by ISC to the Indirect AUCS
                    Stockholders and shall not exceed (euro)5,000,000 (five
                    million euro). The Post Closing Adjustment shall be paid out
                    of the Retention Amount held in escrow, or directly by ISC
                    if and to the extent that the amount held in escrow is not
                    sufficient.

          (ii)      In the event that the Post Closing Adjustment leads to an
                    increase in the agreed Incentive Payment, the Post Closing
                    Adjustment shall be paid by the Indirect AUCS Stockholders
                    to ISC and shall not exceed (euro)5,000,000 (five million
                    euro).

          (iii)     The Post Closing Adjustment shall be paid by ISC or by the
                    Indirect AUCS Stockholders, as the case may be, within 30
                    days after agreement thereon or resolution pursuant to
                    clause 8.7 (b) or clause 5.9, as the case may be.

     (f)  In the event that AUCS is no longer existing, the Indirect AUCS
          Stockholders shall appoint a single point of contact to undertake the
          obligations of AUCS hereunder.

5.7  AUCS and ISC must supply each other with all information, and give each
     other access to all documentation and personnel, as the other party
     reasonably requires to


                                       8

<PAGE>

     prepare or review the Closing Date Financial Statements or to deal with the
     referral to an Independent Accountant referred to in clause 5.9 below.

5.8  AUCS and ISC will each pay the charges of their own accountants.

5.9  The provisions of this clause shall be applicable by means of any Party or
     Parties giving written notice to the other Parties pursuant to a provision
     of this Agreement that expressly provides that a dispute shall be resolved
     in accordance with this clause. Upon receipt of a notice invoking this
     clause, AUCS (if AUCS no longer exists, then the single point of contact of
     the Indirect AUCS Stockholders) and ISC will submit the issues in dispute
     to such independent "Big 4" accountant as ISC and AUCS agree and, failing
     such agreement, such independent "Big 4" accountant as shall be appointed
     for this purpose on the application of either of the parties by the
     President of the Dutch Institute for Registered Accountants (Nederlands
     Instituut voor Register Accountants (NIVRA)) (the "Independent
     Accountant"), for resolution and

     (a)  the item or items to be resolved by the Independent Accountant shall
          be declared to the Independent Accountant in writing by either or both
          of the parties immediately following the Independent Accountant's
          appointment;

     (b)  the Independent Accountant's terms of reference shall be to determine
          the item or items in dispute and therefore the calculation of the
          amounts of any adjustment to be made by a party;

     (c)  the Independent Accountant shall decide the procedure to be followed
          in the determination, but shall allow the parties to make written
          representations. The Independent Accountant shall render its decision
          within 20 business days of being notified of the items in dispute; and

     (d)  if issues in dispute are submitted to the Independent Accountant for
          resolution, (i) each Party to this Agreement will furnish to the
          Independent Accountant such work papers and other documents and
          information relating to the AUCS Entities and the disputed issues as
          the Independent Accountant may request and are available to that Party
          or its subsidiaries (or its independent public accountants), and the
          Parties will be afforded the opportunity to present to the Independent
          Accountant any material relating to the determination and to discuss
          the determination with the Independent Accountant; (ii) the
          determination by the Independent Accountant, as set forth in a notice
          delivered to the Parties by the Independent Accountant and the audited
          Closing Date Financial Statements prepared by the Independent
          Accountant, will be binding and conclusive on the Parties; and (iii)
          the fees of the Independent Accountant shall be borne equally as
          between the Indirect AUCS Stockholders on the one hand and ISC on the
          other.

6.   TRANSITION

6.1  Invoices relating to the period after Completion issued to AUCS under
     contracts with third parties, which contracts have, by agreement between
     AUCS and Infonet, been assigned to Infonet, shall be dealt with as follows:

                                       9

<PAGE>

     (a)  AUCS shall pay (subject to validation in accordance with clause
          6.3(b)) the third parties under the invoices and shall recharge such
          invoices to Infonet without mark-up by sending one or more collective
          invoices in accordance with (b) hereof by e-mail or fax to Infonet at
          regular intervals;

     (b)  based on one or more collective invoices with back-up sufficient to
          validate the underlying invoices and debtors, Infonet shall reimburse
          AUCS without mark-up in accordance with normal processes, but at the
          latest within 40 days after the date of the fax or e-mail attaching
          the collective invoice.

6.2  From and after Completion, ISC hereby agrees to provide, or cause to be
     provided, to AUCS the transitional support services of the finance, human
     resources and legal departments as further set out in Schedule 4 or, if not
     set out in Schedule 4, then in accordance with the Personnel Cross-Charging
     Agreement (as referred to in (iv) under the definition of Terminated
     Agreements in clause 1.1), (a) for the period of time, and (b) at the
     prices or as charged in accordance with the principles listed on Schedule 4
     or agreed pursuant to the Personnel Cross-Charging Agreement. Such
     arrangements shall be reviewed between the parties during the first two
     weeks of April 2003 to determine whether and on what conditions the parties
     should continue such arrangements.

6.3  Transitional administrative and support arrangements shall include the
     following:

     (a)  Directors of AUCS Entities appointed pursuant to Infonet's management
          of the AUCS Entities will be replaced by the Direct Partners and by
          AUCS on or as soon as possible after Completion. Bank and other
          mandates will similarly be replaced on or as soon as possible after
          Completion. To the extent that such replacements cannot be done, or
          are delayed, the resigning directors have expressed willingness to
          co-operate to act as directors on the instructions of AUCS and on the
          terms and discharge to them as individuals as mentioned in their
          respective letters of resignation, and the shareholders resolutions of
          each such entity, in the forms respectively attached hereto as
          Schedule 2.

     (b)  The persons listed below shall be made available by ISC in October
          2002, to assist in the inventory and the allocation of invoices
          received by AUCS according to whether payable by AUCS or chargeable to
          ISC in accordance with this Agreement:

          o    David Jowell; and/or appropriate delegates;
          o    Mike Montera and/or appropriate delegates;
          o    Mike Marks and/or appropriate delegates; and
          o    Jeroen Bijl and/or appropriate delegates.

          Upon receipt by AUCS of an invoice which AUCS considers ought to be
          paid by Infonet, AUCS shall send a copy to Thierry Tasiaux of Infonet,
          or his delegate, for validation within 20 days.

     (c)  Infonet shall prepare, by no later than 31 October 2002, an inventory
          of AUCS' outstanding commitments of contracts as at Completion which
          result in Direct

                                       10

<PAGE>

          Costs, but which have not been assigned, nor are to be assigned, to
          Infonet ("Direct Cost Inventory").

          (i)       The Direct Costs set out in the Direct Cost Inventory shall
                    be allocated to one of the following two categories:

                    (aa) the commitment resulting in the Direct Cost may be
                         cancelled by AUCS as soon as it desires; and

                    (bb) the commitment resulting in the Direct Cost shall
                         continue for the time being or as specified by Infonet.

                         Direct Cost commitments as at Completion and not
                         included in the Direct Cost Inventory will be for ISC's
                         account until Infonet has notified AUCS of the
                         existence of such commitment and specifying whether
                         such commitment is within category referred to as (aa)
                         or (bb).

          (ii)      Direct Cost set out in, or as subsequent additions to, the
                    Direct Cost Inventory category (aa) shall be for the account
                    of AUCS from Completion or, in the case of subsequent
                    addition to the Direct Cost Inventory, from the date on
                    which Infonet gives notice of its addition to this category.

          (iii)     Direct Cost set out in, or as subsequent additions to, the
                    Direct Cost Inventory category (bb) shall for the account of
                    ISC only for the period for which Infonet requires such
                    commitment to be kept in place. Thereafter, the cost shall
                    be for AUCS, except:

                    (1)  to the extent that the earliest possible date for
                         termination of such commitment was extended as compared
                         to the situation as of Completion as a result of
                         Infonet electing to include such commitment as category
                         (bb); or

                    (2)  if Infonet fails to cancel the contract or other
                         arrangement relating to Direct Costs at the earliest
                         possible date after the period for which Infonet
                         requires such commitment to be kept in place.

                         In case of the exceptions, Infonet shall be responsible
                         for the additional Direct Cost arising from the delay
                         in the earliest possible date for termination of the
                         commitment as compared to the Direct Cost had the
                         commitment been terminated:

                         o    in the case of exception (1), by notice issued
                              prior to 31 October 2003 or by notice issued prior
                              to the subsequent addition of such commitment to
                              the Direct Cost Inventory, as applicable; and

                         o    in the case of exception (2), by notice prior to
                              the end of the period for which Infonet requires
                              such commitment to be kept in place.


                                       11

<PAGE>

6.4  For the avoidance of doubt, AUCS and the Indirect AUCS Stockholders remain
     responsible for restructuring and termination (of contract) liabilities as
     set out in the Management Agreement.

6.5  The Parties recognise and agree that certain technical sites or facilities,
     as listed in Schedule 3 ("Transition Sites") and third party contracts
     directly and indirectly related thereto, have intentionally not been
     decommissioned or terminated as at Completion. The Parties further agree
     that such Transition Sites and related third party contracts shall be dealt
     with as follows (for the avoidance of doubt, this clause 6.5 specifies how
     Direct Costs as described in clause 6.3 (c) shall be treated in the case of
     the Transition Sites):

     (a)  Invoicing from AUCS to ISC, validation of the Direct Cost elements in
          the invoices and payments will be treated similarly to clause 6.1 (a)
          and (b) except that a mark-up will apply in accordance with the
          definition of "Fully Loaded".

     (b)  Infonet shall pay the Fully Loaded costs related to each Transition
          Site, such as, without limitation, electricity, security,
          fire-protection, insurance and cleaning, until the end of the calendar
          month following the end date specified for that Transition Site in
          Schedule 3 hereto. Any obligation to reimburse costs beyond the
          aforementioned dates are contained in clause 6.5 (d) below.

     (c)  AUCS and Infonet shall each appoint single points of contact to manage
          the arrangements regarding the Transition Sites and their eventual
          decommissioning, including arranging changes to site plans,
          consultation on actions related to Transition Sites and cancellation
          of site-related activities to the extent any risk to customers'
          services exist.

     (d)  The costs of termination of a site (being the costs of reinstatement
          and early termination penalties and the Restructuring Costs under the
          Management Agreement) shall be payable by AUCS.

     (e)  The Parties shall co-operate to expedite the reduction of costs
          related to the Transition Sites as early as possible.

6.6  In addition to the provisions of clause 6.1 and clause 6.4 (c), AUCS and
     Infonet anticipate that either may be requested to provide services to the
     other for temporary purposes in support of activities. The procedures and
     charges for providing such services, shall be the same as those contained
     in the Personnel Cross-Charging Agreement.

6.7  The Parties agree to the following arrangements in connection with the
     files and information relating to AUCS' activities as these activities are
     currently in existence:

     (a)  The AUCS files held by AUCS, the Indirect AUCS Stockholders, and/or
          Infonet, shall be kept in existence for at least 5 years after
          Completion.

     (b)  The Parties shall undertake reasonable efforts to store and maintain
          in an accessible format information relating to AUCS currently in
          their possession.

                                       12

<PAGE>

     (c)  No Party shall without the prior consent of the other Parties,
          willingly destroy any information which could reasonably be deemed
          important to the other Party.

     (d)  Any Party shall have the right, on reasonable notice and at reasonable
          times, to have access to AUCS information existing as at, or
          originating prior to, Completion which is held by another Party and
          shall be entitled to make photocopies for business purposes.

6.8  The Parties agree that the transactions hereunder, or in connection
     herewith, and/or the provision of services pursuant to this Agreement will
     not constitute the transfer of a business or a going concern.

6.9  The Parties agree that the costs listed in Schedule 5 shall be treated as
     Restructuring Costs as defined in the Management Agreement.

7.   CONFIDENTIALITY

7.1  Subject to the provisions of clause 7.2, the Parties agree that they shall
     not (and shall procure that their respective advisors, officers and members
     of their respective boards of managing directors and supervisory directors
     shall not) at any time divulge, furnish or make accessible to anyone, and
     treat as strictly confidential, any confidential or secret knowledge or
     information with respect to any information received or obtained as a
     result of entering into or performing this Agreement and any related
     agreements, which relates to the provisions of and the negotiations
     relating to such agreements or which relates to the other Parties.

7.2  The restrictions in clause 7.1 shall not apply:

     (a)  to information which is in the public domain as of the date of this
          Agreement;

     (b)  in case any of the Parties is required by law to divulge, furnish or
          make such information accessible or as required for their proper
          defence of the US class action related to the Infonet IPO; or

     (c)  in the framework of compliance with requirements of any relevant stock
          exchange or regulatory or government body.

7.3  Any Party disclosing information pursuant to clause 7.2 (b) or (c) shall,
     to the extent reasonably possible, notify the other Parties prior to such
     disclosure.

7.4  The Parties hereby agree to amend Section 8.1(a) of the Management
     Agreement by addition of the words "or as required for their proper defence
     of the US class action related to the Infonet IPO" so as to read as
     follows: "to the extent necessary to comply with applicable law or the
     valid order of a governmental agency or court of competent jurisdiction or
     as required for their proper defence of the US class action related to the
     Infonet IPO; provided, however, that the Party making such disclosure shall
     seek confidential treatment of said information from such third parties";

                                       13

<PAGE>

8.   MISCELLANEOUS

8.1  This Agreement represents the entire understanding and agreement between
     the Parties with respect to the termination of the Terminated Agreements
     and the transitional arrangements and supersedes and replaces in their
     totality all previous agreements, both in writing and oral, including
     correspondence, between the Parties with respect to the termination of the
     Terminated Agreements and the transitional arrangements.

8.2  Any notice or other communication in connection with this Agreement shall
     be sufficiently given if in writing and personally delivered or sent by
     registered mail or by courier or by telefax, with confirmation of receipt
     in case of a telefax, addressed as follows or to such other address as the
     Parties shall have given notice of pursuant hereto:

     to ISC at:

          2160 East Grand Ave
          El Segundo CA 90245
          USA

          Fax: +1 310 322 6229
          Attention: General Counsel

          Copy (which shall not constitute notice)

          Infonet Services Europe B.V.
          Spicalaan 1 - 59
          2132 JG Hoofddorp
          The Netherlands

          Fax: +31 23 569 7177
          Attention: General Counsel Europe


     to any AUCS Entity at:

          Spicalaan 1-59
          2132 JG Hoofddorp
          The Netherlands

          Fax: +31 23 569 7177
          Attention: Managing Director / Anne van't Zelfde

     to Telia at:

          Marbackagatan 11
          Stockholm
          Sweden

                                       14

<PAGE>



          Fax: +46 89 46 470
          Attention: Director of Legal Affairs

     to KPN at:

          Telecomplein 5
          2516 CK, The Hague
          The Netherlands

          Fax: + 31 70 343 7226
          Attention: KPN International Participations (att: E.M.J.W. de Jong)

     to Swisscom at:

          Alte Tiefenaustrasse 6
          3050 Bern, Switzerland

          Fax: +41 31 342 76 08
          Attention: General Counsel

8.3  Each Party shall bear its own costs and expenses in relation to the entry
     into, execution and performance of this Agreement, including all
     negotiations, preparations and investigations.

8.4  This Agreement may not be amended, supplemented or changed, nor may any
     provision hereof be waived, except by a written instrument making specific
     reference to this Agreement signed by each of the Parties.

8.5  If any provision of this Agreement shall be determined by any court of
     competent jurisdiction to be illegal, void or unenforceable, such provision
     shall be of no force and effect, but the illegality or unenforceability of
     such provision shall have no effect upon and shall not impair the
     enforceability of the other provisions of this Agreement. In the event of
     any such determination, the Parties agree to negotiate in good faith to
     modify this Agreement to fulfil as closely as possible the original intents
     and purposes hereof.

8.6  None of the rights or obligations under this Agreement may be assigned or
     transferred by a Party without the prior written consent of all the other
     Parties, which cannot unreasonably be withheld.

8.7  Governing law and dispute resolution

     (a)  This Agreement shall be governed by and construed in accordance with
          the laws of The Netherlands.

     (b)  Disputes under this Agreement between Infonet on the one hand and any
          other Party on the other shall first be referred by any Party to
          Germain Lebeau on behalf of Infonet and Anne van't Zelfde on behalf of
          AUCS and the Indirect AUCS Stockholders by means of written notice
          expressly referring to this clause 8.7. If not resolved within 3 weeks
          from such referral, any Party may

                                       15

<PAGE>

          refer such matter to the CEO of Infonet and a senior designated
          representative of the Indirect AUCS Stockholders designated by AUCS in
          writing. If not resolved within 4 weeks from such referral, then (c)
          of this clause 8.7 shall apply.

     (c)  In the event that disputes cannot be resolved in accordance with (b):

          (i)       Disputes in connection with the Closing Date Financial
                    Statements, or other disputes on matters specifically
                    referring to clause 5.9 shall be referred to dispute
                    resolution in accordance with clause 5.9.

          (ii)      All other disputes will be referred to arbitration in
                    accordance with the Arbitration Rules. The arbitral tribunal
                    shall be composed of one arbitrator. The place of
                    arbitration shall be Amsterdam. The arbitral procedure shall
                    be conducted in the English language. The arbitral tribunal
                    shall decide in accordance with the rules of law and his
                    decision shall be binding on the Parties.

8.8  This Agreement may be executed, whether by way of facsimile or otherwise,
     in counterparts, each of which shall be deemed an original; and any person
     may become a party hereto by executing a counterpart hereof, but all of
     such counterparts together shall be deemed to be one and the same
     instrument. It shall not be necessary in making proof of this Agreement or
     any counterpart hereof to produce or account for any of the other
     counterparts.

8.9  Each Party shall from time to time execute such further instruments, and
     take such other actions, as any other Party hereto shall reasonably request
     in order to fulfil its obligations under this Agreement and to effectuate
     the purposes of this Agreement. Each Party shall promptly notify the other
     Parties of any event or circumstance known to such Party that could prevent
     or delay the consummation of the transactions contemplated by this
     Agreement, or which would indicate a breach or non-fulfilment by any of the
     Parties to this Agreement.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as
follows:

For and on behalf of
INFONET SERVICES CORPORATION

By:      /s/ Germain Lebeau
         -------------------------------------

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

Date:    -------------------------------------


                                       16

<PAGE>


For and on behalf of AUCS and AUCS vof, herein represented by AUCS
COMMUNICATIONS SERVICES N.V.

By:      /s/ Anne Van't Zelfde
         ------------------------------------
Title:
         ------------------------------------
Date:
         ------------------------------------


For and on behalf of Telia
TELIA AB

By:      /s/ Kelly Odell
         ------------------------------------
Title:   Senior Investment Manager
         ------------------------------------
Date:    October 4, 2002
         ------------------------------------


For and on behalf of KPN
KPN TELECOM B.V.

By:      /s/ A.J. Scheepbouwer
         ------------------------------------

Title:   Chairman of the Board Royal KPN N.V.
         ------------------------------------
Date:
         ------------------------------------


For and on behalf of Swisscom
SWISSCOM AG

----------------------------------------

By:      /s/ Jorg Baumann

Title:   Senior Counsel
         ------------------------------------
Date:    October 4, 2002
         ------------------------------------


----------------------------------------

By:      /s/ Mike Shipton

Title:   Chief Strategy Officer
         ------------------------------------

                                       17

<PAGE>


Date:    October 4, 2002
         -----------------------------------



For and on behalf of Telia Telecommunications International B.V.

By:      /s/ Kelly Odell
         -----------------------------------

Title:   Chairman of the Board
         -----------------------------------

Date:    October 4, 2002
         -----------------------------------


For and on behalf of Telki Holding Company B.V.

By:      /s/ A. J. Sheepbouwer
         ------------------------------------

Title:   Chairman of the Board Royal KPN N.V.
         ------------------------------------

Date:
         ------------------------------------


For and on behalf of Swisscom Netherlands B.V.

-----------------------------------------

By: /s/ Jorg Baumann

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

Date:    October 4, 2002
         ------------------------------------


-----------------------------------------

By: /s/ Jorg Baumann

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

Date:
         ------------------------------------


                                       18

<PAGE>

                                   SCHEDULE 1

                                 ISC AFFILIATES

                                       19

<PAGE>

                                   SCHEDULE 2

     FORM OF RESOLUTIONS RELEASING DIRECTORS AND FORM OF RESIGNATION LETTER

                                       20

<PAGE>


                                   SCHEDULE 3

                                TRANSITION SITES

                                       21

<PAGE>

                                   SCHEDULE 4

                    SUPPORT SERVICES SERVICE LEVEL AGREEMENTS

                                       22


<PAGE>

                                   SCHEDULE 5

                               RESTRUCTURING COSTS

                                       23

<PAGE>

                                   SCHEDULE 6

               FORMS OF REVISED INVOICING POLICY LETTER AGREEMENTS

                                       24


<PAGE>

                                   SCHEDULE 7

                FORMS OF SALES REPRESENTATIVE SIGN-UP AGREEMENTS


                                       25