Term Sheet

Indicative Financing Terms, Principles and Conditions for Financing the Supply
of Italtel's Equipment

This Indicative term sheet sets forth some basic and general terms, conditions,
principles and understandings of the financing package which may form a first
basis of work and constitutes a general reference for further discussions to be
held soon. Due to the lack of necessary information such as audited balance
sheets, audited business plan and all typical documentation needed for financing
structures of this type (to be provided to the Lender by the Borrower) the
Guarantor is still intended to be a first class U.S. Bank. Italtel's aim is to
proceed to all necessary steps in order to diminish/eliminate the need of a bank
guarantee through a mutual agreement upon the security package, documentation,
covenants, representations and warranties and all other terms and conditions
typical for a project finance financing scheme.

Hence following attached term sheet should not he construed as a commitment of
finance at this stage but remains subject, among others, to the approval of
Italtel's board and Win-Gate's Equity Group board. The final financing terms
shall be determined in accordance with a detailed loan agreement to be executed
between the parties.

1) Structure               Supplier's credit or buyer's credit Project financing
                           facility (the "Facility"), at suppliers option.

2) Purpose:                To finance the supply of Italtel carrier switching
                           equipment for the operation of Globaltron in the 21
                           countries described in Exhibit C ("Tranche 1") and
                           the local access switching equipment for the
                           operation of Globaltron in the Andean Region
                           ("Tranche 2") collectively "the Tranches".

3) Supplier:               Italtel SPA and/or one of its subsidiaries or
                           affiliates ("Italtel").

4) The Buyer:              Globaltron Communications Corporation.
                           ("Globaltron").


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5) Lender:                 Italtel and/or one of its subsidiaries.

6) The Borrower:           Globaltron and/or one of its subsidiaries
                           or affiliates.

7) The Guarantors for the Master Loan
                           Win-Gate Equity Group and/or a first Agreement: class
                           US commercial bank (the "Guarantors"). During
                           negotiation of the Master Loan Agreement the parties
                           will evaluate the possibility of complementing the
                           guarantees having Globaltron and/or its subsidiaries
                           or affiliates that receive the equipment supplied as
                           Guarantors. According to the Guarantor (Win-Gate
                           and/or a first class U.S. bank) Italtel will propose
                           to Globaltron the Master Loan Agreement. The Borrower
                           will do its best effort in order to obtain the above
                           mentioned first class U.S. bank guarantee. Subject to
                           the level of Guarantees available an advance payment
                           ranging between 15% and 25% of the equipment could be
                           necessary.

8) Facility Amount:         Up to Sixty million US Dollars (USD 60,000,000)
                            through a supply contract to be executed between the
                            supplier and the buyer (the "Commercial Contract").
                            The facility amount will be split into the
                            tranches, in the following amounts:

                           (i) For tranche 1 Twenty million dollars (USD
                           20,000,000) to be applied as described in Exhibit E


                           (ii) For Tranche 2 Forty million dollars (USD
                           40,000,000) to be applied as described In Exhibit E

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9) Availability Period:    The Facility for the tranches will be available for
                           utilization for a total period of up to 60 months
                           (the "Availability Period"). The availability period
                           begins on the date of entering into force of a Master
                           Loan Agreement to be executed between the Borrower
                           and the Lender (the "Master Loan Agreement").

10) Loan Currency:         The Facility will be available for utilization in
                           United States Dollars.

11) Repayment Schedule:    Outstanding principal amounts for loans made to the
                           Borrower under the Master Loan Agreement for the
                           Tranches will be repaid over a period oF 5 years from
                           the date of each drawdown in sixteen (16) consecutive
                           quarterly installments, the first such installment
                           falling due on the first anniversary of the date of
                           the beginning of the Tranche's Availability Period
                           and the remaining installments falling quarterly as
                           aforesaid.

12) Interest:              Interest shall be calculated on the outstanding
                           principal balance of the total sum of the drawdowns
                           being made under the tranches and paid in consecutive
                           quarterly installments. The first installment is
                           payable after a period of 6 months from the beginning
                           of (he Availability Period. Interest shall be LIBOR
                           plus a spread that could range between twenty five
                           basis points (0.25%) and seventy five basis points
                           (0.75%) provided that a First Class US Commercial
                           Bank guarantees the loan. If such guarantee cannot be
                           provided by the Borrower the parties will negotiate
                           the spread. LIBOR shall be as announced by Reuters.



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13) Commitment Fee:        Borrower shall pay the Lender commitment fee of fifty
                           basis points (0.5%) per annum at the end of each year
                           on the undrawn amounts of the purchase order
                           corresponding to such year.

14) Arrangement Fee:       Borrower shall pay the Lender an Arrangement Fee in
                           one lump-sum payment of fifty basis points (0.5%)
                           calculated on the amount of the Facility, payable by
                           the Borrower to the Lender on the date of signature
                           of the Master Loan Agreement.

15) Credit Risk            In the event that a First class U.S. bank guarantee
Insurance Policy           is not available the Lender will verify the
                           convenience of involving the Italian Export Credit
                           Agency for the issuance of a credit risk insurance
                           policy. In this case the relevant Insurance Premium
                           to cover political and commercial risk will be borne
                           by the Borrower up to an amount to be agreed.


16) Purchase Order Schedule
                           The purchase order schedule will be the following:

                                    (i) Five million dollars (USD 5,000,000) by
                                    December 31, 2000 as described in Exhibit F.

                                    (ii)Fifteen million dollars (USD 15,000,000)
                                    by Decernber 31, 2001 as described in
                                    Exhibit G.

                                    (iii) Forty million dollars (USD
                                    10,000,000) by December 31, 2002 as
                                    described in Exhibit H.

                           Unused portions of each year purchase order
                           scheduled, shall aggregate to the next year purchase
                           order.

                                    The aggregate undrawn amounts after
                                    December 31 2002 will be available until
                                    December 31 2003. The purchase order
                                    schedule provided herein can be modified
                                    upon agreement of the parties.


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17) Technology             As offered in the proposal, usual and customary
                           technological characteristics, including but not
                           limited to:


                                    (i) For tranche 1 the iMSS equipments will
                                    be Telephony over IP (ToIP) technology,
                                    consisting of Media Gateway Controller Class
                                    4 and Trunking Gateway (voice code will be
                                    applied according to service required) and
                                    meet interfaces of the country being
                                    deployed including but not limited to, SS7,
                                    CC7 and all other signaling protocols such
                                    as STP and SCP functionally with ISUP.

                                    (ii) For tranche 2 class 5 switching will he
                                    initially deployed with minimized Investment
                                    ("LINEA UT"). As Italtel's iMSS equipment
                                    for Telephony over IP (ToIP), consisting of
                                    Media Galeway Controller Class 5 and Access
                                    Gateway becomes mature the class 5 module
                                    will move to the back of the network and
                                    serve as a feature node, and the IP
                                    switching will provide the access as
                                    described in Exhibit D.

18) Pricing                         (i)Hardware and service prices will be as
                                    described in Exhibit A. A mutually agreed
                                    discount on such prices shall apply in
                                    relation to the volumes.

                                    (ii) software price will be as described in
                                    Exhibit B. A mutually agreed discount on
                                    such prices could apply subject to certain
                                    terms and conditions

19) Manufacturer Warranty   12 months on all hardware and software from the date
                            of final acceptance Issued by the purchaser and no
                            more than 18 months after FOB delivery.


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20) Vendor's Incentive     Italtel shall provide the Buyer its services in order
                           to help Globaltron finalize telecommunication service
                           agreements with Italtel's current customers described
                           in Exhibit C. In the event Globaltron achieves
                           success in this purpose Italtel shall receive 15% of
                           the net profits for the first 32 months of operation
                           under the respective telecommunications service
                           agreement

21) Documentation:         The loans under the Facility shall be documented By:

                           One)     A duly executed Master Loan Agreement to be
                                    signed between the Lender, the Borrower and
                                    the Guarantors (the "Master Loan Agreement)
                                    incorporating without limitation: (i) the
                                    terms and conditions set forth in this term
                                    sheet; (ii) applicable loan covenants; (iii)
                                    conditions precedent for drawdowns under the
                                    Master Loan Agreement; (iv) detailed
                                    description of the security package to be
                                    enjoyed by the Lender; (v) representations
                                    and warranties of the Borrower and Lender;
                                    (vi) events of default clauses; (vii) other
                                    clauses to be agreed between the parties;
                                    and (viii) other provisions which are
                                    customary in transactions of this nature.

                           Two)     A series of International, freely negotiable
                                    and irrevocable promissory notes issued by
                                    the Borrower for principal and interest due
                                    under the Facility.


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22) Conditions Precedent:  A detailed list of conditions precedent to the
                           utilization of the Facility Amount and entering into
                           force of the Master Loan Agreement shall be
                           incorporated in the Master Loan Agreement. The
                           following is a non-exhaustive list of conditions
                           precedent to the utilization of the Facility Amount
                           by the Borrower. Other Conditions Precedent are to be
                           agreed

                           Conditions Precedent to entry into force of the
                           Master Loan Agreement:

                           a)       Information and Due Diligence - Subject to
                                    the prior execution of Confidentiality
                                    Agreements acceptable to Borrower and the
                                    Guarantors, the Borrower and the Guarantors
                                    agree to provide to the Lender and the
                                    Supplier and their advisors, information
                                    about the Borrower, the Guarantors and the
                                    Tranches to allow them to consider and
                                    structure the proposed financing. Such
                                    information will he comprehensive including
                                    financial and other information, relevant
                                    agreements technical information supporting
                                    the Project costs, operating expenses and
                                    other reasonable information in connection
                                    with the Projects. This would be executed in
                                    a form of due diligence carried out by an
                                    external independent party elected by the
                                    Lender and will be coordinated between the
                                    parties. The results of the information and
                                    Due Diligence review will need to be
                                    satisfactory to the Supplier and the Lender.



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                           b)       The Borrower and Guarantors will advise the
                                    Lender on a real time basis and from time to
                                    time of all fund raising activities of every
                                    kind and nature including without limitation
                                    by way of private placement and public
                                    offering of equity and/or debt securities.

                           c)       Other conditions precedent to be determined
                                    prior to finalizing the Master Loan
                                    Agreement.

23) Security Package and   The Lender will be entitled to, without
    rights  of the the     limitation, the following security package and
    Lender                 rights. In addition to these, others rights to be
                           included in the Security Package will be agreed
                           during further negotiations.

                           a)       The loan under the Master Loan Agreement
                                    shall constitute senior secured indebtedness
                                    of the Borrower at the same level as any
                                    other bank or vendor financer.


                           b)       The indebtedness shall be guaranteed by duly
                                    executed guarantees of the Guarantors (the
                                    "Guarantees").

                           c)       The Lender shall have in accordance with
                                    applicable law, an enforceable first
                                    priority security interest registered lien
                                    on 100% of the equipment supplied by the
                                    Supplier.



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                           (d)      The Lender shall have a right to assign all
                                    or part of its rights and obligations under
                                    the Master Loan Agreement and the Guarantees
                                    to a bank or a financial institution or a
                                    Credit Insurance Company without the prior
                                    consent of the Borrowers or the Guarantor.
                                    The Lender will give the Borrower a notice
                                    of such assignment 7 days prior to its
                                    occurrence.

                           (e)      The Lender will have the right to designate
                                    a bank or a financial advisor (its identity
                                    will be informed to the borrower) to
                                    administer and collect the loan on its
                                    behalf and inter alia, will be entitled four
                                    times a year during the Availability Period,
                                    on prior ten (10) days written notice to the
                                    Companies to examine books and records of
                                    the Companies

                           (f)      The Lender will be furnished with the
                                    unaudited quarterly financial statements of
                                    the Companies each quarter and the audited
                                    financial statements of the Companies at the
                                    end of each year.


                           (g)      The Lender will be entitled for the purpose
                                    of clause 20 to monitor the
                                    telecommunication service agreement referred
                                    in such clause.


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24) Loan Covenants:        The loan covenants are to be agreed between the
                           parties and will be incorporated in the Master Loan
                           Agreement. Usual and customary, including but not
                           limited to: provision of financial statements;
                           notice of certain events; preservation of corporate
                           existence; changes in the nature of business; merges
                           andd other fundamental changes; sale or transfer of
                           assets, maintenance of debt to equity ratios of the
                           Borrower/Guarantor. During negotiations of the Master
                           Loan Agreement, the parties will provide a clause
                           that will warrant that in the event the Borrower or
                           the Guarantor pledge its shares or telecommunications
                           licenses to another equipment supplier, the same
                           rights will be granted to Italtel on a pari passu pro
                           rata basis.


25) Governing Law          New York law will govern the Master Loan Agreement.


26) Prepayment             Borrower will have a right of prepayment in whole or
                           in part at any time upon prior written notice. The
                           loans so prepaid will be paid on a first-in first-out
                           basis.

27) Validity:              The parties agree to cooperate to try to execute a
                           definitive Master Loan Agreement for a period of 60
                           days from the date this Term Sheet is executed
                           depending on the availability of all necessary
                           documentation. The parties also agree to finalize
                           Exhibits (except Exhibit C) of this Term Sheet within
                           the next 20 days from the date herein.

18) Non binding effect:    This Term Sheet is intended to outline basic points
                           of business understanding around which the legal
                           documentation may be structured. Non binding effect
                           is created hereby. The final binding principles and
                           conditions will be agreed upon in the Master Loan
                           Agreement and in the Commercial Contract.


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29) Conditions Precedent  Standard for this type of transaction, including but
    for Execution of the  not limited to:
    Master Loan Agreement

                           (i)      Completion of Italtel due diligence on the
                                    Companies and their business plan and the
                                    positive outcome of the due diligence
                                    performed from a third independent external
                                    party in confirming, amongst other things
                                    the assumptions, forecasts and viability of
                                    the business plans.

                          (ii)      Execution of the financing documents in form
                                    and substance satisfactory to the Lender and
                                    the Borrower

                           iii)     Execution of the security documents in form
                                    and substance satisfactory to the Lender
                                    and the Borrower;

                           (iv)     Approval by the Lender of the form and text
                                    of the Guarantee to be issued by the
                                    Guarantor.

                           (v)      Others to be agreed





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                By ITALTEL SPA


                 /s/ ANDREA GUISEPPE GARAVELLI
                ---------------------------------------
                 ANDREA GUISEPPE GARAVELLI
                 Chief of Architecture Service & Network



                 /s/ GUISEPPE PETROCCHI
                ---------------------------------------
                 GUISEPPE PETROCCHI
                 Sales Area Manager



                 /s/ JULIAN CARDONA
                ---------------------------------------
                 JULIAN CARDONA
                 Colombian General Manager





                By GLOBALTRON COMMUNICATIONS CORPORATION


                 /s/ GARY D. MORGAN
                ---------------------------------------
                GARY D. MORGAN
                CEO and Chairman



                By WINGATE EQUITY GROUP



                 /s/ GARY D. MORGAN
                ---------------------------------------
                GARY D. MORGAN
                CEO and Chairman