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EXHIBIT 10.17.4

                       RSL USA NETWORK SERVICES AGREEMENT


                  RSL USA NETWORK SERVICES AGREEMENT, (this "Agreement"), dated
as of August 10, 1998, between RSL COM U.S.A., INC., a Delaware corporation
("RSL USA"), and DELTA THREE DIRECT, LLC, a New York limited liability company
("Newco").

                              W I T N E S S E T H:

                  WHEREAS, pursuant to an Operating Agreement, dated as of the
date hereof (the "LLC Agreement"), between Delta Three, Inc., a Delaware
corporation and an Affiliate (as defined in the LLC Agreement) of RSL USA,
("Delta"), and Quintel Entertainment Inc., a Delaware corporation ("Quintel"),
Delta and Quintel have formed Newco for the purpose of marketing and selling
certain telephony services; and

                  WHEREAS, in connection with the formation of Newco pursuant to
the LLC Agreement, RSL USA has agreed to provide the Telephony Services (as
defined in Section 2.01 below), the Ancillary Services (as defined in Section
2.02 below) and the Billing Services (as defined in Section 2.03 below) to
Newco, on the terms and conditions set forth in this Agreement.

                  NOW, THEREFORE, in consideration of the foregoing premises and
of the mutual covenants hereinafter contained, the parties hereto hereby agree
as follows:


                                    ARTICLE I

                                      TERM

                  Section 1.01. Term. The term (the "Term") of this Agreement
shall commence on the date hereof and shall continue until the date (the
"Withdrawal Date") on which Delta withdraws as a member of Newco (other than in
the event that Delta transfers its interest in Newco to an Affiliate of Delta),
subject to earlier termination as provided in Section 2.04 or Article V.
Notwithstanding the foregoing, if, as of the Withdrawal Date, this Agreement has
not been terminated pursuant to Article V, then Newco may elect to extend the
Term on a month-to-month basis for up to nine months from the Withdrawal Date
(the "Extension Period"); provided, however, that the Services will be provided
by RSL USA during the Extension Period on the terms contained herein
{Confidential portion omitted and filed separately with the Commission},
notwithstanding any changes in such terms after the date hereof (including any
such changes arising from an exercise of RSL USA's right of first refusal
pursuant to Section 2.04).

                                   ARTICLE II

                          SERVICES PROVIDED BY RSL USA



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               Section 2.01. Telephony Services.

                  (a) During the Term, RSL USA shall provide the Telephony
Services to Newco for resale to its Customers (as defined below). For the
purposes hereof, the "Telephony Services" shall mean the telecommunications
services provided to Newco by RSL USA or by other carriers (including Affiliates
of RSL USA) pursuant to certain agreements between RSL USA and such other
carriers, as the same may be modified, amended or terminated from time to time
(at RSL USA's sole and absolute discretion). For the purposes hereof, the term
"Customers" shall include all residential and commercial users of the Services
(as defined below) from whom Newco obtains service orders. During the Term, RSL
USA shall be the exclusive provider of the Telephony Services to Newco.

                           (b) The Telephony Services shall be provided by RSL
USA to Newco at RSL USA's Telephony Direct Cost (as defined below) of providing
such services plus {Confidential portion omitted and filed separately with the
Commission}. For the purposes hereof, "Telephony Direct Cost" shall mean RSL
USA's direct cost for providing the Telephony Services without inclusion of
overhead costs (including depreciation and amortization expenses and any other
expenses of building or maintaining the network, except to the extent such
maintenance is necessary for the purpose of providing the Telephony Services
specifically to Newco) and after taking into account discounted rates or service
credits provided under Operating Agreements (as defined below). For the purposes
hereof, "Operating Agreement" shall mean an operating agreement relating to the
provision by RSL USA of transmission services that provides for return traffic
or service credits.

               Section 2.02. Ancillary Services.

                  (a) During the Term, at the request of Newco, RSL USA shall
provide the Ancillary Services to Newco for use in connection with the Newco
Business. For the purposes hereof, the "Ancillary Services" shall mean customer
service and provisioning, each as customarily provided in the telecommunications
industry.

                  (b) The Ancillary Services shall be provided by RSL USA to
Newco at RSL USA's Ancillary Service Direct Cost (as defined below) of providing
such services plus {Confidential portion omitted and filed separately with the
Commission}. For the purposes hereof, "Ancillary Service Direct Cost" shall mean
RSL USA's direct cost for providing the Ancillary Services without inclusion of
overhead costs (including depreciation and amortization expenses).




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                  Section 2.03. Billing Services.

                  (a) During the Term, at the request of Newco, RSL USA shall
provide the Billing Services to Newco for use in connection with the Newco
Business. For the purposes hereof, the "Billing Services" shall mean the billing
services provided by RSL USA through the operation of its on-line billing
systems and interfaces, as the same shall exist from time to time. For the
purposes hereof, the "Services" shall mean the Telephony Services, the Ancillary
Services and the Billing Services.

                  (b) The Billing Services shall be provided by RSL USA to Newco
at RSL USA's Billing Direct Cost (as defined below) of providing such services
plus {Confidential portion omitted and filed separately with the Commission}.
For the purposes hereof, "Billing Direct Cost" shall mean RSL USA's direct cost
for providing the Billing Services without inclusion of overhead costs
(including depreciation and amortization expenses).

                  Section 2.04. Right of First Refusal. In the event that Newco
receives a bona fide offer from a third party telecommunications carrier (a
"Proposed Carrier") to provide the Services to Newco at rates which are less
than the rates at which the Services are provided by RSL USA hereunder, then
Newco shall provide RSL USA with written notice thereof (the "First Refusal
Notice") which shall include a detailed description of the rates and other terms
at which the Proposed Carrier proposes to provide the Services (the "Third Party
Terms"). The First Refusal Notice shall also be accompanied by a true copy of
any bona fide written offer received by Newco from the Proposed Carrier. The
First Refusal Notice shall constitute an offer to RSL USA to continue to provide
the Services on the Third Party Terms. RSL USA shall have a period of fifteen
(15) business days (the "Offer Period") after its receipt of the First Refusal
Notice within which to accept such offer by giving written notice to such effect
to Newco within such period (the "Acceptance Notice"). If RSL USA shall accept
the offer made by the First Refusal Notice, then RSL USA shall continue to
provide such Services to Newco on the Third Party Terms and this Agreement shall
remain in full force and effect except to the extent that the Third Party Terms
differ from the rates and other terms upon which the Services are provided
hereunder. If RSL USA shall not accept the offer made by the First Refusal
Notice, this Agreement shall terminate effective as of the last day of the month
in which the Offer Period expires.

                  Section 2.05. Operating Procedures. The Services to be
provided by RSL USA in accordance with this Article II shall be provided to
Newco in accordance with procedures that are customary in the telecommunications
industry and currently in use by RSL USA.



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                                   ARTICLE III

                                    COVENANTS

                  Section 3.01. Covenants of Newco.

                  (a) Newco shall be solely responsible to its Customers for
providing telecommunications and other services, including, without limitation,
contracting with its Customers for the provision of such services and performing
customer service functions for its Customers, including responding to customer
inquiries and complaints.

                  (b) Newco shall act in accordance with all applicable federal,
state, municipal or foreign statutes, rules, regulations, policies, orders or
ordinances (the "Governmental Rules") governing or relating to the provision of
services to the Customers, including, without limitation, any and all
Governmental Rules prohibiting slamming."

                  (c) Newco shall secure and maintain such federal and state
regulatory authorizations, and maintain on file with federal and state
regulatory authorities such tariffs, as shall be necessary and appropriate for
the provision of the Telephony Services to the Customers.

                  (d) Newco shall not, without the prior written approval of RSL
USA, use any advertising or promotional materials to promote, market and solicit
orders for the Telephony Services, whether in print or other media, which
contain references to RSL USA or any affiliate of RSL USA (other than Delta,
which references are subject to the terms of the Operating Agreement).

                  Section 3.02. Covenants of RSL USA.

                  (a) RSL USA shall act in accordance with all Governmental
Rules governing or relating to the provision of the Services.

                  (b) RSL USA shall secure and maintain such federal and state
regulatory authorizations, and maintain on file with federal and state
regulatory authorities such tariffs, as shall be necessary and appropriate for
the provision of the Telephony Services to the Customers.



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                                   ARTICLE IV

                                    PAYMENTS

                  Section 4.01. Service Charges. As soon as practicable after
the end of each calendar month during the Term, RSL USA shall provide Newco with
an invoice detailing the amounts to be paid by Newco in correction with the
Services provided to Newco hereunder.

                  Section 4.02. Payments Due: Late Payment Charges. Amounts due
hereunder shall be paid within thirty (30) days of receipt of the invoice
therefor. Any undisputed amount due hereunder not paid within thirty (30) days
of receipt of the invoice therefor shall accrue interest from the date such
amount was due at the rate of ten percent (10%) per annum, compounded daily.

                  Section 4.03. Disputed Payments. If a dispute arises in good
faith with respect to any amount due hereunder, Newco shall pay when due the
undisputed portion of such amount, if any, and, if the dispute is resolved in
RSL USA's favor, promptly pay the disputed portion (or applicable part thereof)
when the dispute is resolved without the applicable late payment charge
otherwise incurred in connection with Section 4.02.

                  Section 4.04. Currency. All invoices hereunder shall be
rendered, and all payments hereunder shall be made in U.S. Dollars.


                                    ARTICLE V

                                   TERMINATION

                  Section 5.01. Termination for Cause.

                  (a) In the event that Newco or RSL USA materially breaches any
of its duties or obligations hereunder, which breach shall not be cured within
ten (10) days after written notice is given to the breaching party specifying
the breach, then either Newco or RSL USA, as the case may be, may, by giving
written notice thereof to the other, terminate this Agreement as of a date
specified in such notice of termination, which date shall be no earlier than ten
(10) days after the date of such notice.

                  (b) Notwithstanding anything to the contrary contained herein,
either party may terminate this Agreement or discontinue the provision of
Services, effective immediately upon written notice to the other, upon the
occurrence of any of the following events:



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                           (i) the violation by such other party of any
                  Governmental Rule with respect to the provision of the
                  Services and such violation is reasonably expected to cause a
                  material harm to the business of the party terminating, the
                  Agreement; or

                           (ii) a government entity with appropriate
                  jurisdiction issues a final order that (a) the provision of
                  the Services or the relationship hereunder is contrary to law
                  or regulation or (b) such other party has engaged in
                  fraudulent, deceptive or illegal conduct.

                  Section 5.02. Termination by RSL USA. Notwithstanding anything
to the contrary contained herein, if RSL USA determines, in good faith, that the
complaints received by Newco and/or RSL USA from Newco's Customers relating to
charges of "slamming" and/or "cramming" would cause a material harm to the
business of RSL USA, then RSL USA may terminate this Agreement or discontinue
the provision of Services, effective upon thirty (30) days' prior written notice
to Newco.

                  Section 5.03. Termination for Bankruptcy. In the event of the
Bankruptcy (as hereinafter defined) of either Newco or RSL USA, then the
non-bankrupt party may, by written notice thereof to the party in Bankruptcy,
terminate this Agreement as of a date specified in such notice of termination,
which date shall be no earlier than ten (10) days after the date of such notice.
For the purposes of this Agreement, "Bankruptcy" shall mean the happening of any
of the following: (i) the filing of an application for, or a consent to, the
appointment of a trustee for all or substantially all of the relevant party's
assets, (ii) the filing of a voluntary petition in bankruptcy, or the filing of
a pleading in any court of record admitting in writing the relevant party's
inability to pay its debts generally as they come due, (iii) the making of a
general assignment for the benefit of creditors, (iv) the entry of an order,
judgment or decree by any court of competent jurisdiction adjudicating the
relevant party a bankrupt, or appointing a trustee of all or substantially all
of such party's assets unless such order, judgment or decree is vacated or
stayed on appeal within thirty (30) days or (v) the filing of an involuntary
case or other proceeding against the relevant party seeking liquidation,
reorganization or other relief under any bankruptcy, insolvency or other similar
law, which case or proceeding shall not have been dismissed within sixty days
after filing.

                  Section 5.04. Effect of Termination. In the event of the
termination of this Agreement, all rights and obligations of Newco and RSL USA
shall terminate as of the effective date of such termination, except that (i)
such termination shall not constitute a waiver of any rights that either Newco
or RSL USA may have by reason of a breach of this Agreement, including any right
to indemnification pursuant to Article VIII, (ii) such termination shall not
constitute a waiver of any right to receive payments that are due and owing
pursuant to Article IV and (iii) the provisions of Article VII shall continue in
full force and effect. Neither party shall, by reason of termination or
expiration of this Agreement, be liable to the other for compensation,
reimbursement or damage of any kind on account of loss of profits on anticipated
sales or on account of expenditures, investments or commitments made by such
party in



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connection with, the business or goodwill of such party.

                                   ARTICLE VI

                                LIMITED WARRANTY

                  Section 6.01. Disclaimer of General Warrants by RSL USA. RSL
USA MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, CONCERNING THE
SERVICES PROVIDED HEREUNDER, INCLUDING ANY IMPLIED WARRANTY OF FITNESS FOR A
PARTICULAR PURPOSE, MERCHANTABILITY OR OTHERWISE.

                  Section 6.02. Force Majeure. RSL USA shall not be liable for
any interruption of Services when such interruption results from causes beyond
its reasonable control, including, but not limited to, any strikes, lock-outs or
other labor difficulties, acts of any government, riot, insurrection or other
hostilities, embargo, fuel or energy shortage, fire, flood, acts of God, wrecks
or transportation delays or inability to obtain necessary utilities. In any such
event, RSL USA's obligations to provide Services shall be postponed for such
time as its performance is suspended or delayed on account thereof, provided
that, during such time that RSL USA's provision of Services are suspended and/or
delayed, and only during such time, Newco shall be entitled to obtain such
Services from another provider of such Services . RSL USA will promptly notify
Newco, either orally or in writing, upon learning of the occurrence of such
event of force majeure. Upon the cessation of the force majeure event, RSL USA
will use its commercially reasonable efforts to resume its provision of Services
with the least possible delay and, upon the resumption of such Services, Newco
shall promptly resume the exclusive utilization of RSL USA's Services.

                                   ARTICLE VII

                                 CONFIDENTIALITY

                  Section 7.01. Confidentiality.

                  (a) In connection with the Services provided hereunder, each
party may disclose to the other party confidential and proprietary technical,
commercial and other information concerning the business and affairs of such
party (the "Information"). The parties agrees that for the longest period
permitted by law it shall hold in strictest confidence and take all reasonable
care to insure that such information shall not be disclosed to any third party,
including imposing reasonable confidentiality requirements with respect to such
Information on its Affiliates and its or its Affiliates' respective employees,
agents, counsel, accountants and other representatives, except insofar as (i)
such disclosure may be specifically authorized in writing from time to time by
the disclosing party, (ii) such Information is necessarily disclosed by its
commercial use in the operation of the business of the receiving party, (iii)
the receiving party of such Information can demonstrate that such Information
was previously made public or disclosed by the disclosing party without
restriction to a third party or is in the public domain 


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otherwise than as a consequence of a breach of the receiving party's obligations
hereunder, (iv) such Information is known by the receiving party's without
proprietary restrictions at the time of receipt of such Information or (v) such
disclosure is required pursuant to compulsory legal process, including subpoena,
civil investigative demands, oral questions or interrogatories; provided that,
in such event, the receiving party of such Information shall promptly provide
written notice of such legal process to the disclosing party so that such
disclosing party may oppose such disclosures or seek a protective order or other
confidential treatment of such Information.

                  (b) The parties recognizes that the absence of a time
limitation in this Section 7.01 is reasonable and properly required for the
protection of the parties and in the event that the absence of such limitation
is deemed to be unreasonable by a court of competent jurisdiction, each party
agrees and submits to the imposition of such a limitation as said court shall
deem reasonable.

                  Section 7.02. Equitable Remedies. Each party specifically
recognizes that any breach of Section 7.01 will cause irreparable injury to the
other party and that actual damages may be difficult to ascertain, and in any
event, may be inadequate. Accordingly (and without limiting the availability of
legal or equitable, including injunctive, remedies under any other provisions of
this Agreement), each party agrees that in the event of any such breach, the
other party shall be entitled to injunctive relief in addition to such other
legal and equitable remedies that may be available. In addition, the parties
agree that the provisions of Section 7.01 shall be considered separate and apart
from the remaining provisions of this Agreement and shall be enforced as such.


                                  ARTICLE VIII

                                 INDEMNIFICATION

                  Section 8.01 Indemnification by Newco. Newco agrees to
indemnify and hold harmless RSL USA from and against, and to reimburse RSL USA
with respect to, any and all loss, damage, liability, cost and expense,
including, without limitation, reasonable attorney's fees and expenses (as and
when incurred) incurred by RSL USA, or any Affiliate of RSL USA, by reason of or
arising out of or in connection with the breach of any of the representations,
warranties, covenants, agreements or undertakings made by Newco hereunder.



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                  Section 8.02 Indemnification by RSL USA. RSL USA agrees to
indemnify and hold harmless Newco from and against, and to reimburse Newco with
respect to, any and all loss, damage, liability, cost and expense, including,
without limitation, reasonable attorneys' fees and expenses (as and when
incurred) incurred by Newco, or any Affiliate of Newco, by reason of or arising
out of or in connection with the breach of any of the representations,
warranties, covenants, agreements or undertakings made by RSL USA hereunder;
provided that, in no event shall RSL USA be liable for any special, indirect,
incidental or consequential damages whatsoever which in any way arise out of,
relate to or are a consequence of its failure to provide the Services hereunder.


                                   ARTICLE IX

                                  MISCELLANEOUS

                  Section 9.01. Independent Contractor. This Agreement does not
constitute Newco as an agent, legal representative, joint venturer, partner or
as an employee of RSL USA for any purpose. This Agreement does not authorize
Newco to make any contract, agreement, warranty, statement or representation or
take any other action which could establish any apparent relationship or agency,
joint venture, partnership or employment with RSL USA. RSL USA shall not be
bound in any manner by any such contract, agreement, warranty, statement or
representation made by Newco to any other person or with respect to any other
action by Newco. Similarly, this Agreement does not authorize RSL USA to make
any contract or agreement on behalf of Newco and Newco shall not be bound in any
manner by any such contract or agreement made by RSL USA. As a result solely of
this Agreement, RSL USA shall not have control over Newco's employees, including
the terms and conditions of their employment, or over Newco's methods of doing
business except as set forth herein.

                  Section 9.02. Further Assurances. Each party will, at any time
and from time to time after the date hereof, upon the request of the other, do,
execute, acknowledge and deliver, or cause to be done, executed, acknowledged
and delivered, all such other instruments as may be reasonably required in
connection with the performance of this Agreement and each shall take all such
further actions as may be reasonably required to carry out or further effect the
transactions contemplated by this Agreement. Upon request, RSL USA and Newco
will cooperate, and will use their respective best efforts to have their
respective officers, directors and other employees cooperate, at the requesting
parties' expense, during and after the Term in furnishing information, evidence,
testimony and other assistance in connection with any actions, proceedings,
arrangements or disputes involving RSL USA and/or Newco.



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                  Section 9.03. Survival of Representations. All statements,
certifications, indemnifications, representations and warranties made by the
parties to this Agreement in this Agreement or in any certificate or list
delivered pursuant hereto, and their respective obligations to be performed
pursuant to the terms hereof and thereof, shall survive the Term notwithstanding
(a) any examination or audit by or on behalf of any party hereto and (b) any
notice of a breach or of a failure to perform not waived in writing.

                  Section 9.04. Notices. All notices or other communications
required or permitted hereunder shall be in writing and shall be deemed given or
delivered (i) when delivered personally or by private courier, (ii) when
actually delivered by registered or certified United States mail, return receipt
requested and postage prepaid or (iii) when sent by facsimile (provided that it
is confirmed in writing sent by either of the methods set forth in clauses (i)
or (ii) on the day that such facsimile is sent), addressed as follows:

                  If to RSL USA:

                           RSL COM U.S.A., Inc.
                           430 Park Avenue, 5th Floor
                           New York, New York 10022
                           Fax No.:   212-813-9469
                           Attention: Edmond J. Thomas

                  with a copy to:

                           RSL Communication, N. America, Inc.
                           767 Fifth Avenue
                           Suite 4300
                           New York, NY 10153
                           Fax No.: (212) 317-0600
                           Attention: Avery S. Fischer, Esq.

                  If to Newco:

                           Delta Three Direct, LLC
                           One Blue Hill Plaza
                           Pearl River, New York 10965
                           Fax No.: 914-620-1717
                           Attention: Eric Aroesty




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                  with a copy to:

                           Delta Three Israel Ltd.
                           Jerusalem Technology Park
                           Malha Building 9, 4th Floor
                           Jerusalem 96951
                           Israel
                           Fax No.: 972-2-649-1200
                           Attention: Elie Wurtman

                  with a copy to:

                           RSL Communications, N. America Inc.
                           767 Fifth Avenue
                           Suite 4300
                           New York, NY 10153
                           Fax No.: (212) 317-0600
                           Attention: Avery S. Fischer, Esq.

                  with a copy to:

                           Quintel Entertainment, Inc.
                           One Blue Hill Plaza
                           Pearl River, New York 10965
                           Fax No.: 914-620-1717
                           Attention: President

                  with a copy to:

                           Feder, Kaszovitz, Isaacson, Weber, Skala & Bass LLP
                           750 Lexington Avenue
                           New York, New York 10022-1200
                           Fax No.: 212-888-7776
                           Attention: Murray Skala, Esq.

or to such other address as such party may indicate by a notice delivered to the
other party hereto pursuant to the terms hereof.

                  Section 9.05. No Modification Except in Writing. This
Agreement shall not be changed, modified, or amended except by a writing signed
by the party to be charged and no obligation of any party under this Agreement
may be discharged except by performance in accordance with the terms hereof or
by a writing signed by the other party.

                  Section 9.06. Entire Agreement. This Agreement and all other
documents to be 

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delivered in connection herewith set forth the entire agreement and
understanding between the parties as to the subject matter hereof and merges and
supersedes all prior discussions, agreements and understandings of every kind
and nature between them.

                  Section 9.01. Severability. If any provision of this Agreement
or the application of any provision hereof to any person or circumstances is
held invalid, the remainder of this Agreement and the application of such
provision to other persons or circumstances shall not be affected unless the
provision held invalid shall substantially impair the benefits of the remaining
portions of this Agreement.


                  Section 9.08. Assignment. This Agreement shall be binding upon
and inure to the benefit of the parties hereto and their respective successors
and permitted assigns. This Agreement may not be assigned by either party hereto
without the prior written consent of the other party.

                  Section 9.09. Public Announcements. Neither party hereto shall
issue or make any advertisement, press release or public announcement with
respect to this Agreement and the transactions contemplated herein, without the
prior written consent of the other party hereto, except to the extent required
by Governmental Rules (including U.S. securities rules and regulations and the
rules and regulations of any stock exchange on which the capital stock of any
party hereto or its Affiliate is traded). The parties hereto agree, to the
extent practical, to consult with each other regarding any public announcement
required by Governmental Rules in advance of such public announcement.

                  Section 9.10. Governing Law. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of New York, without
giving effect to the conflict of laws principles thereof. For purposes of this
Agreement, each party hereby irrevocably submits to the nonexclusive
jurisdiction of the courts of the State of New York, sitting in New York County,
and the courts of the United States for the Southern District of New York. Each
party irrevocably waives, to the fullest extent permitted by law, any objection
which it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding brought in any such court, any claim that any such suit,
action or proceeding brought in such a court has been brought in an inconvenient
forum and the right to object, with respect to any such suit action or
proceeding brought in any such court, that such court does not have jurisdiction
over such party. In any such suit, action or proceeding, each party waives, to
the fullest extent it may effectively do so, personal service of any summons,
complaint or other process and agrees that the service thereof may be made by
certified or registered mail, addressed to such party at its address set forth
in Section 9.04. Each party agrees that a final non-appealable judgment in any
such suit, action or proceeding brought in such a court shall be conclusive and
binding.

                  Section 9.11. Third Party Beneficiaries. Nothing in this
Agreement, express or implied, shall create or confer upon any person or entity,
other than the parties to this Agreement or their respective successors and
permitted assigns, any rights, remedies, obligations or liabilities.


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                  Section 9.12. Captions. The captions appearing in this
Agreement are inserted only as a matter of convenience and for reference and in
no way define, limit or describe the scope and intent of this Agreement or any
of the provisions hereof.

                  Section 9.13. Interpretation. All pronouns and any variations
thereof shall be deemed to refer to the masculine, feminine, neuter, singular,
or plural as the identify of the person or persons referred to may require.

                  Section 9.14. Counterparts. This Agreement may be executed in
one or more counterparts, each of which shall be deemed an original.

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

                                    RSL COM U.S.A., INC.


                                    By     /s/
                                           -----------------------------
                                           Name:
                                           Title:


                                    DELTA THREE DIRECT, LLC


                                    By     /s/ Eric Aroesty        
                                           --------------------------------
                                           Name:
                                           Title:



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