TO:               Globaltron Communications Corporation ("Globaltron")

FROM:             Lucent Technologies Inc., InterNetworking Systems ("Lucent")

DATE:             August 23, 1999

RE:               Equipment Financing Proposal

1.       Equipment Financing. Lucent will provide equipment financing in the
         amount of $10,000,000 for the acquisition of equipment and professional
         services from Lucent Technologies Inc., InterNetworking Systems,
         segregated into three tranches. Tranche I, in the amount of $1,750,000
         shall be available for Lucent equipment that will be located outside of
         the US. Tranche II, in the amount of $6,750,000, shall be available for
         Lucent equipment that will be located within the USA. Tranche III, in
         the amount of $1,5000,000, shall be available for professional services
         provided by Lucent and soft costs such as taxes and shipping charges on
         the equipment purchased from Lucent. Advances under each Tranche shall
         be subject to the terms and conditions of the facility and the
         milestones listed below.

2.       Interest, Payments, Milestones, and Conditions:

                  A) Interest:      Tranche I:       12.25% per annum
                                    Tranche II:      11.5%  per annum
                                    Tranche III:     12.25% per annum

                  B) Payments:      Tranche I:
                                    Tranche I advances shall be documented using
                                    a Conditional Sale Agreement. Interest only
                                    payments shall be due on amounts advanced
                                    from the date of advance through March 31,
                                    2000. Thereafter, 24 equal monthly payments
                                    of principal and interest payable in arrears
                                    shall begin April 1, 2000 and end March 1,
                                    2002, at which time a final payment of $1.00
                                    shall be due and payable. Upon payment in
                                    full, title shall transfer to Globaltron.

                                    Tranche II:
                                    Tranche II advances shall be documented
                                    using a Term Loan Agreement. Interest only
                                    payments shall be due on amounts advanced
                                    from the date of advance through the earlier
                                    of the date of payment in full of the
                                    Tranche I and Tranche III amounts, or March
                                    1, 2002. Thereafter, 30 equal monthly
                                    payments of principal and interest payable
                                    in arrears shall begin April 1, 2002 and end
                                    March 1, 2005.

                                    Tranche III:
                                    Tranche III advances shall be documented
                                    using a Term Loan Agreement. Interest only
                                    payments shall be due on amounts advanced

<PAGE>

                                    from the date of advance through March 31,
                                    2000. Thereafter, 24 equal monthly payments
                                    of principal and interest payable in arrears
                                    shall begin April 1, 2000 and end March 1,
                                    2002.

                  C) Last Draw:     March 31, 2000 for Tranche  One.
                                    September 30, 2000 for Tranche Two and
                                    Three.

                  D) Milestones

                           Subject to the conditions to advances listed
                           in paragraph 2 (E):

                           (i)      Up to $3,000,000 in aggregate for all
                                    Tranche shall be available immediately

                           (ii)     An additional $2,000,000 (aggregate amount)
                                    will be available when Globaltron (a)
                                    provides to Lucent copies of fully executed
                                    documentation from Bridge Pointe Capital
                                    showing equity or subordinated debt
                                    commitments of at least $800,000, and (b)
                                    provides evidence of funding of such
                                    commitment.

                           (iii)    The remaining $4,000,000 (aggregate amount
                                    will be available when Globaltron (a)
                                    provides to Lucent copies of fully executed
                                    documentation from Bridge Pointe Capital
                                    showing equity or subordinated debt
                                    commitments of at least $5,000,000, and (b)
                                    provides evidence of the funding of such
                                    commitments ( which amounts shall be in
                                    aggregate from August 1, 1999 forward,
                                    inclusive of the $800,000 discussed above).

                  E) Conditions to Advances

                           Lucent reserves the right to refuse shipment under
                           this facility to any countries outside the United
                           States which, in the opinion of Lucent have an
                           unsatisfactory business or political climate, unless
                           substitute collateral is available in form and
                           substance acceptable to Lucent. If a country is
                           approved by Lucent, then, prior to shipment to such
                           foreign country:

                             (a)    Globaltron shall provide a signed contract
                                    from the local PTT or other applicable
                                    business partner evidencing agreement to pay
                                    for minutes originated or terminated in the
                                    specific country where equipment will be
                                    located.

<PAGE>


                             (b)    Lucent shall sell equipment under the terms
                                    of a Conditional Sale Agreement, and shall
                                    retain title to such equipment. Globaltron
                                    shall permit its direct or indirect wholly
                                    owned subsidiaries to use such equipment
                                    under the terms of an operating lease, the
                                    form of which shall be acceptable to Lucent.
                                    Upon payment in full of amounts owed under
                                    the Conditional Sale Agreement, title shall
                                    transfer to Globaltron.

                             (c)    Globaltron shall provide copies of documents
                                    evidencing the legal formation of the
                                    company in each foreign country that will
                                    hold the equipment prior to Lucent's
                                    shipment of the equipment, and the same
                                    documents for each parent of such company,
                                    if the parent is not Globaltron
                                    Communications Equipment.

                             (d)    Globaltron shall provide upstream
                                    guarantees of the Tranche I advances from
                                    its applicable direct of indirect
                                    subsidiaries, and such guarantees shall be
                                    secured by a pledge of stock of the foreign
                                    company holding the equipment provided in
                                    conjunction with Tranche I advances.

                             (e)    Globaltron shall provide evidence of
                                    insurance with acceptable insurers covering
                                    all commercially standard risks of loss
                                    (including property and boiler/machinery
                                    coverage) naming Lucent as Loss Payee and
                                    Additional Insured.

3.       Security Interest. Advances under Tranche I and III will be secured by
         all assets of Globaltron, including a first lien position on accounts
         receivable and contract rights. Lucent shall perfect its security
         interest in each foreign location when possible, with the cost of such
         fillings and legal work needed to enact such filings to be reimbursed
         by Globaltron. Tranche II will be secured by a first position security
         interest evidenced by a UCC 1 filing in the specific equipment
         purchased with the proceeds of this facility.

4.       Warrants. Globaltron shall issue to Lucent warrants at a strike price
         of $5.oo per share in an amount equal to 50% of the aggregate amount of
         advances drawn under Tranche I, and such warrants shall remain
         outstanding for five years, regardless of whether the advances are
         subsequently repaid.

5.       Review of Financial Performance. Globaltron shall provide CPA audited
         financial statements within 90 days after the close of each fiscal year
         end and company, prepared monthly financials within 30 days of the
         close of each month end, commencing after the execution of the master
         lease.


<PAGE>

6.       Additional Information. Globaltron shall provide additional information
         regarding operating performance or projected performance upon request.

7.       Acceleration. The principal indebtedness and all accrued but unpaid
         interest on Tranche I advances will become immediately due and payable
         in the event of and upon the date of an IPO or a change of control.

Both sides recognize that this term sheet is not a definitive agreement or a
commitment to provide financing of any type. The terms of this proposal will be
set forth in the lease agreement and other documentation to be provided to the
company, with both parties agreeing upon the terms and provisions thereof. If
Lucent does not receive an executed copy of this term sheet by August 31, 1999,
this proposal shall become null and void.


Signed and Accepted:


/s/ illegible                               /s/ illegible
--------------------------------------      --------------------------------
Globaltron  Communications Corporation      Lucent Technologies Inc.,
                                            InterNetworking Systems

Date: 8/22/99                                Date: 8/24/99
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