EXHIBIT 10.28

                AGREEMENT FOR PROVISION OF CALLING CARD SERVICES


         THIS AGREEMENT (this "Agreement") is entered into as of this ______ day
of  August,   1998,  by  and  between  Executive  TeleCard,   Ltd.,  a  Delaware
corporation,  with offices located at 4260 Evans Avenue, Denver,  Colorado 80222
("EXTEL") and/or its nominee, and American Prepaid, a Florida corporation,  with
offices  at 659 North  Biscayne  River  Drive,  Miami,  Florida  33169  ("AP" or
"Customer").

                                    RECITALS

         WHEREAS,  EXTEL is engaged in the business of providing a service which
will  enable  the  cards  issued  by  Customer  or under its brand to be used as
telephone calling cards using the World Direct(R) network of EXTEL or such other
facilities of substantially  similar quality as EXTEL may provide, as more fully
described on Exhibit A hereto (the "Service"); and

         WHEREAS,  AP is engaged in the business of marketing  and  distributing
prepaid telephone cards throughout the United States; and

         WHEREAS,  EXTEL and Customer wish to enter into this Agreement pursuant
to which the Service will be made available to Customer subscribers.

         NOW  THEREFORE,  in  consideration  of the  foregoing and of the mutual
covenants and agreements contained herein, the parties agree as follows:

                                 1. THE SERVICE

         1.1 Service:  Term. EXTEL shall make the Service  available to Customer
for an initial term commencing on August _____, 1998 (the "Effective Date") and,
unless earlier  terminated in accordance with Section 10.1,  ending on the fifth
anniversary  of the Effective  Date (the "Term").  The Term shall  autmoatically
renew for  subsequent  one (1) year periods  unless  either party gives  written
notice to the other party, not less than six (6) months before the expiration of
any Term, of its  intention not to renew.  The Service is described on Exhibit A
hereto and  incorporated  herein for all purposes.  EXTEL  reserves the right to
amend the  description  of the Service on Exhibit A from time to time during the
Term and each such  amendment  shall become  effectgive  upon written  notice to
Customer.  In the event  that  EXTEL  amends the  service  description  and such
amendment is material to the  Customer's  business and results in a  substantial
commercial  change  in the  relationship,  then  the  Customer  may  cancel  the
Agreement without penalty.

         1.2 Additional  Services.  Additional  services and additional features
not  provided  as part of the basic  Service  may be made  available  under this
Agreement by execution and delivery by the parties hereto of one or more addenda
to Exhibit A, all as more fully described on Exhibit A.

         1.3  Availability  of Service to  Cardholders.  Customer shall make the
Service  available to all holders of cards issued by Customer or under its brand
("Customer Cards").  "Cardholder" shall mean the authorized user of the Customer
Card. Customer shall not use the Service for any card other than a Customer Card
without the prior written consent of EXTEL.

         1.4  Operating  Standards.  The Service shall be provided in accordance
with the Operating  Standards attached as Exhibit B and incorporated  herein for
all purposes (the "Operating Standards").  EXTEL reserves the right to amend the
Operating Standards on Exhibit B from time to time during the Term and each such
amendment shall become effective upon written notice to Customer. Customer



<PAGE>

agrees to comply with and promptly carry out the matters listed in the Operating
Standards  as  Customer  responsibilities.  In the event that  EXTEL  amends the
Operating  Standards and such amendment is material to the  Customer's  business
and results in a substantial and material commercial change in the relationship,
then the Customer may cancel the Agreement without penalty.

         1.5 Ownership of "800"  Numbers.  The ownership of "800" numbers or any
similar toll-free number (e.g.,  "888" or other numeral) shall be the Customer's
and the numbers shall be issued in Customer's name.

                         2. CUSTOMER CARDS, CARDHOLDERS

         2.1 Card  Production  and Issuance.  EXTEL has no  responsibility  with
respect to the production,  design or issuance of Customer Cards,  except to the
extent  provided in an addendum to Exhibit A. Customer may issue  Customer Cards
bearing the service mark,  trademark  and/or trade name of Customer and a design
or style as may,  from time to time,  be  determined  by  Customer.  EXTEL  will
provide to Customer upon request sample copy, rate information and instructional
material for its use in producing its Customer Cards.  After activation by EXTEL
as provided  below,  each  Customer  Card will enable the  Cardholder to use the
Service.

         2.2 Card  Activation.  EXTEL will  generate  calling  card numbers with
Personal  Identification  Numbers ("PIN").  The card shall have a control number
which is in  sequential  numbers  which is used to identify the cards but not to
identify  the  customer.  The  customer  PIN  number  will be in 10  numbers  as
displayed on the card's face.  EXTEL will supply a disk with the control numbers
and card numbers at the beginning of a run. At the time of  activation,  AP will
supply to EXTEL Operations and to EXTEL Accounting the control numbers which are
being  activated.  EXTEL shall not be  obligated to activate  customer  cards in
blocks of less than 50.

         2.3 Card De-Activation.  Customer shall provide to EXTEL daily lists of
Customer Cards  (including  control numbers and PIN numbers) for Cardholders who
cease to be authorized to use the Service (a "Stop List").  Each Stop List shall
be in such  form and  provided  to EXTEL in such  manner  as may  reasonably  be
specified by EXTEL from time to time. Card  de-activation will also be available
in  real  time  by  having  a  distributor  of  AP  or  AP  communicate  over  a
pre-determined  800  numbers to EXTEL and give EXTEL an order to  de-activate  a
card. Where such order has been received by the distributor or by AP, any retail
customer   dissatisfaction  or  ramifications  from  de-activation  is  not  the
responsibility of EXTEL.  Within 24 hours after receipt of each Stop List, EXTEL
shall take such steps as may be necessary  to block usage of the Customer  Cards
listed on the Stop List.

         2.4  Administrative  De-Activation.   In  circumstances  where  AP  has
formally  requested  EXTEL to activate a series of cards but for some reason the
cards are not delivered to a distributor  or are returned from a distributor  to
AP and the cards are not  going to be sold to a retail  customer,  then AP shall
have the ability to de-activate those cards by communication to EXTEL and not be
charged for that  activation  fee.  In such  cases,  if there has been any debit
against those cards or any charge, AP shall bear the cost of that charge.

                     3. CARDHOLDER RATES; RATES FOR SERVICE

         3.1  EXTEL to  Establish  Rates for the  Service.  EXTEL  shall  charge
Customer for use of the Service at those rates set forth in the Rate Schedule(s)
attached hereto as Exhibit C and incorporated herein for all purposes.  The Rate
Schedule(s) may be amended from time to time by EXTEL, where its underlying cost
of service changes or the rates otherwise become non-compensatory to EXTEL, upon
written notice to



                                       2
<PAGE>

Customer. EXTEL shall give Customer notice as soon as possible after it receives
its own written notice of a change in circumstances, but in no event shall there
be less than seven (7) days prior  written  notice  (or such  shorter  period of
notice  as is  reasonably  practicable  under  the  circumstances,  the  parties
acknowledging that EXTEL's changes to the Rate Schedule are necessary to respond
to changes in  regulatory  requirements,  taxes or the rates charged by carriers
whose  telecommunications  facilities may be used to provide the Service) of all
changes to the Rate Schedule to enable Customer to make any desired  adjustments
to the rates the Customer's Cardholders are to be charged for the Service. EXTEL
will use its best efforts to consult and agree with AP regarding the issuance or
modification of any rate schedule.

         3.2 Customer to Establish  Cardholder  Rates.  Customer will charge the
Customer's  Cardholders  for  their use of the  Service,  as made  available  to
Cardholders  by Customer,  at rates and on terms and  conditions  determined  by
Customer.  EXTEL has no responsibility  with respect to such matters,  including
without  limitation  with  respect to the rating of calls,  expect to the extent
specifically  provided  in an  addendum  to Exhibit A, or in a  particular  Rate
Schedule.

         3.3 Billing and Payment.

     (a) Payments by AP. AP shall pay EXTEL the full  wholesale  price of a card
within an agreed time period from activation.  The time period for payment shall
be specified in each rate schedule.

     (b) Method of Activation. The cards have a PIN number and a control number.
The control number has no effect on decremation of the card. AP will inform both
EXTEL Accounting and EXTEL  Operations by another  notification of the series of
control numbers that are to be activated. This will be done by fax and/or e-mail
as  designated  by EXTEL.  EXTEL's  Operations  shall  thereafter  activate  the
designated batch of cards;  EXTEL shall be paid, as specified in 3.3(a), by wire
transfer.

     (c)  Breakage.  When a card's value is not totally  decremented  when it is
deactivated, EXTEL shall not account for any balance.

         3.4 Credit for Calls of Unacceptable  Quality.  EXTEL makes no warranty
regarding the quality of such facilities or network,  and is not responsible for
any incomplete calls,  interruptions,  defects in quality or other problems with
transmission,  except to the extent that this  Section  provides for credits for
such  calls.  In the event that EXTEL or its  employees,  servants,  agents,  or
entities  under its control  engage in any action or provide  any service  which
amounts to gross  negligence,  then EXTEL shall be responsible for reimbursement
of actual  losses of the  Customer,  but not loss of  profits  or  consequential
damages.

         3.5   Credit,   Alternative   Service   or   Refund   for  Paid   PINs.
Notwithstanding any other provision of this Agreement,  if AP has paid for a PIN
according  to the  provision  of this  Agreement  and EXTEL is unable to provide
service to that PIN, then AP will be entitled to either a credit or  alternative
service or, in the event that EXTEL cannot provide alternative service within 30
days, a refund.

         3.6 Fraudulent or Unauthorized Use of the Service.  EXTEL shall provide
to Customer only the basic fraud management  services which are describe din the
Operating  Standards or the enhanced fraud management  services  described on an
addendum to Exhibit A. EXTEL makes no representation  that such services will be
adequate to identify or prevent unauthorized or fraudulent use of Customer Cards
by Cardholders  or other persons,  and provision of (or failure to provide) such
services shall not in any way change the respective rights and  responsibilities
of EXTEL and  Customer  from  those set  forth in the  first  paragraph  of this
Section.



                                       3
<PAGE>

        3.7 Taxes.  Customer  shall pay, and shall  indemnify  and hold harmless
EXTEL against,  all sales, use, VAT, excise,  gross receipts,  and similar taxes
(other  than  income  taxes on  payments  made by  Customer  to EXTEL under this
Agreement)  and related  charges  that may be imposed or assessed at any time by
any  governmental   entity  or  other  taxing  authority  with  respect  to  the
availability  of the Service to  Cardholders  or payments made by Cardholders to
Customer.  EXTEL  shall pay,  and shall  indemnify  and hold  harmless  Customer
against,  all sales,  use, VAT,  excise,  gross receipts,  and similar taxes and
related charges that may be imposed or assessed at any time by any  governmental
entity or other taxing  authority  with respect to payments made by EXTEL to the
carriers  whose  telecommunications  facilities are used to provide the Service.
The parties hereto shall cooperate in taking all reasonable  action necessary to
minimize, or quality for exemptions from, any such taxes, duties or liabilities,
including  without  limitation  furnishing   certifications  that  purchases  by
Customer are for purposes of resale; provided,  however, that such obligation to
take  reasonable  action shall not  obligate  any party to make any  significant
expenditure or incur any significant  penalty or liability or to take any action
that either  party  reasonably  believes  might be unlawful or in  violation  of
applicable rules or regulations.

                                  4. MARKETING

         Customer  shall  market the  Service to  Cardholders,  and EXTEL  shall
provide marketing assistance as may be agreed from time to time by the parties.

                   5. NO WARRANTIES; LIMITATIONS OF LIABILITY

        EXTEL MAKES NO WARRANTY,  WHETHER EXPRESS,  IMPLIED, OR STATUTORY, AS TO
THE  DESCRIPTION,  QUALITY,  MERCHANTABILITY,  COMPLETENESS  OR FITNESS  FOR ANY
PURPOSE OF THE SERVICE OR AS TO ANY OTHER  MATTER,  ALL OF WHICH  WARRANTIES  BY
EXTEL ARE HEREBY EXCLUDED AND  DISCLAIMED.  IN NO EVENT SHALL EXTEL BE LIABLE TO
CUSTOMER,  ANY  CARDHOLDER OR ANY OTHER  PERSON,  FIRM OR ENTITY IN ANY RESPECT,
INCLUDING,  WITHOUT  LIMITATION,  FOR  ANY  DAMAGES,  EITHER  DIRECT,  INDIRECT,
CONSEQUENTIAL,  SPECIAL, INCIDENTAL,  ACTUAL, PUNITIVE, OR ANY OTHER DAMAGES, OR
FOR ANY LOST PROFITS OF ANY KIND OR NATURE WHATSOEVER,  ARISING OUT OF MISTAKES,
ACCIDENTS, ERRORS, OMISSIONS, INTERRUPTIONS, DELAYS, OR DEFECTS IN TRANSMISSION,
OR  DELAYS,  INCLUDING  THOSE  WHICH  MAY BE CAUSED BY  REGULATORY  OR  JUDICIAL
AUTHORITIES,  ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE OBLIGATIONS OF
EXTEL PURSUANT TO THIS  AGREEMENT.  EXTEL's  liability  arising out of mistakes,
accidents,   omissions,   interruptions,   delays,   or  errors  or  defects  in
transmission in the provision of Service or delays in restoration of the Service
shall  in no event  exceed  the  amount  of the  refund,  if any,  which  may be
available  under  Section 3.3.  Customer  shall not make any  representation  or
warranty regarding the Service or additional  services provided hereunder beyond
those  made by  EXTEL.  EXTEL  shall  not make any  representation  or  warranty
regarding the card services provided by Customer to its Cardholders beyond those
made by Customer.

                            6. COMPLIANCE WITH LAWS

        Each party agrees that it is in compliance  with and will continue to be
in  compliance  with all  international,  national,  state  and  local  laws and
regulations relating to the performance of its obligations under this Agreement.
Each party is responsible  for obtaining all licenses,  approvals and regulatory
authority  for  its  operations  and  the  provision  of  services  by it to its
customers. Each party agrees to



                                       4
<PAGE>

Indemnify  and  hold the  other  party  harmless  from all  costs  and  damages,
including  reasonable  attorney's fees,  arising from failure to comply with any
regulatory or governmental approvals required.

                                7. FORCE MAJEURE

         Neither party shall be in default  under this  Agreement if any failure
or delay in performance is caused by strike or other labor problems;  accidents;
acts of god;  fire;  flood;  adverse  weather  conditions;  material or facility
shortages or  unavailability;  lack of  transportation;  the  imposition  of any
governmental codes, ordinances, laws, rules, regulations or restrictions; delays
in obtaining  regulatory or  governmental  authorizations;  condemnation  or the
exercise of rights of eminent domain; war or civil disorder;  or any other cause
beyond the  reasonable  control of either party  hereto.  Neither party shall be
liable  for  any  consequential,  special,  indirect,  incidental,  punitive  or
exemplary damages for any acts or failure to act under this Agreement.

                      8. INDEMNIFICATION AND HOLD HARMLESS

         EXTEL shall indemnify, defend and otherwise hold harmless Customer from
and against any and all suits,  claims and any other losses,  including  without
limitation  attorneys' fees  (collectively,  "Claims"),  to the extent that such
Claims arise from or in connection  with any breach of this  Agreement by EXTEL.
Subject to the foregoing,  Customer shall  indemnify,  defend and otherwise hold
harmless  EXTEL from and  against  any and all  Claims to the  extent  that such
Claims arise from or in  connection  with (i) the use of the Service by Customer
or Cardholders,  (ii) the content of any material transmitted through use of the
Service by Customer or  Cardholders,  (iii) marketing  activities  undertaken by
Customer,  including  particularly  any  representations  or warranties  made by
Customer regarding the Service or additional  services provided hereunder beyond
those made by EXTEL,  or (iv) any breach of this  Agreement by Customer.  In the
event a party  receives  notice of any action or event  which  gives rise to the
indemnification  obligations  contained herein, such party shall, within 20 days
after receipt of such notice,  notify the other party of the  occurrence of such
action  or  event,  as the case may be.  If such  Claim  involves  assertion  of
liability  by a third  party,  the  indemnifying  party  shall have the right to
undertake  (through  counsel of its  choosing,  such  counsel  to be  reasonably
acceptable  to the  indemnitee)  the defense,  compromise  or settlement of such
Claim on behalf of and at the risk of the indemnifying  party. In the event that
the  indemnifying  party does not elect (by written notice to the indemnitee) to
undertake  such  defense,  the  indemnitee  shall  have the  right to  undertake
(through  counsel of its choosing,  such counsel to be reasonably  acceptable to
the indemnitee) the defense, compromise or settlement of such Claim on behalf of
and at the risk of the indemnifying  party.  Neither the indemnifying  party nor
the indemnitee  shall  compromise or settle the Claim without the consent of the
other  party  unless  such  settlement  involves a release  of the other  party,
provided that such consent shall not by unreasonably withheld or delayed.

                            9. TRADEMARKS AND LOGOS

         The parties hereby acknowledge that all copyright,  trademark,  service
mark, logos and other property rights in the name,  including the trade name, of
each party or of any licensor of such party (collectively, "Marks") shall remain
the sole property of such party, and the other party shall have no right, title,
or interest therein. Each party shall use the Marks of the other party only in a
manner  and at such  times as are  expressly  authorized  by this  Agreement  or
otherwise agreed to in writing.  Each party shall use its reasonable  commercial
efforts  during the term of this  Agreement  not to impair the  interests of the
other party in such Marks.  Each party  hereby  grants to the other party during
the term of this Agreement,



                                       5
<PAGE>

including any renewal thereof, a limited, non-exclusive license to use the Marks
of such party in connection with activities  expressly  contemplated  under this
Agreement,   including  the  promotion  of  the  Service,   and  on  statements,
communications,  inserts, and correspondence relating thereto; provided however,
that prior to any such use of a party's  Marks  such  party  shall be advised of
such proposed use.

                           10. TERMINATION; REMEDIES

         10.1     Termination Rights.  Either party may terminate this Agreement
by written notice to the other party if:

         a)       The other party commits any material  breach of this Agreement
                  which is not capable of being remedied;

         b)       The other party  commits a breach of this  Agreement  which is
                  capable  of being  remedied  and  fails to remedy  the  breach
                  within 30 days after receipt of written  notice of the default
                  or within such longer period as may be specified in the notice
                  of default;

         c)       The  other  party  ceases,  or  proposes  to cease to carry on
                  business or an application is made, proceedings are commenced,
                  or a  resolution  is passed or proposed in a notice of meeting
                  for  the  winding  up,  dissolution,  official  management  or
                  administration  of the other party or the other  party  enters
                  into any arrangement,  compromise or composition  with, or any
                  assignment  for the benefit of its  creditors  or any class of
                  them, or a receiver, receiver and manager, official manager or
                  provisional  liquidator is appointed with respect to the other
                  party or any of its assets.

         10.2     Termination  Not a Release.  Termination of this Agreement for
any reason  shall not release  either  party from any accrued  liability  to the
other party.  A party's  right to terminate  this  Agreement as provided  herein
shall be  without  prejudice  to any other  rights  provided  to it by law or in
equity.

         10.3     Remedies.  Upon the occurrence of any material  breach of this
Agreement,   including  without  limitation  the  failure  to  pay  amounts  due
aggregating  $50,000 or more, the non-defaulting  party shall have the right, in
its  sole  discretion,  to  suspend  performance  of  all  or  any  part  of its
obligations  under  this  Agreement,  terminate  this  Agreement  (to the extent
permitted by Section 10.1 hereof)  and/or pursue any other  remedies that may be
available to such party; provided, however, that the parties will use their best
efforts  to  resolve  any  issue  or  material   breach  within  five  (5)  days
notification of the breach (the "Resolution  Period").  Notwithstanding the five
day  Resolution  Period,  in the event that payment is not made within three (3)
days from the time of the  original  due date,  then service may be suspended at
EXTEL's  option  provide that EXTEL gives Customer three (3) days notice of such
suspension of service.  In the case of any  suspension of service for failure to
make full payment is not made when due,  such  service  shall be resumed at such
time as the unpaid party  receives all unpaid  balances  (including  interest or
penalties).  Nothing  contained  in this  Agreement  is intended to nor shall be
construed  so as to limit the  remedies  which any party hereto may have against
the other  party  hereto  in the  event of a breach  by the  other  party or any
representation,  warranty, covenant, or agreement made under or pursuant to this
Agreement,  it being  intended  that any  remedy  shall  be  cumulative  and not
exclusive.  A party that is in material  breach  under this  Agreement  shall be
liable to the other  party for all  costs  and  expenses,  including  reasonable
attorneys' fees, incurred by the other party in enforcing its rights or remedies
hereunder.



                                       6
<PAGE>

                              11. CONFIDENTIALITY

         11.1     Confidential  Information.  During the term of this Agreement,
the parties  shall  regard and  preserve as  confidential  and  proprietary  all
non-public information related to the business of the other party it receives or
learns as a result of this Agreement ("Confidential  Information").  The parties
agree not to disclose any such Confidential  Information without first obtaining
the other party's prior written consent.

         11.2     Use of Confidential Information.  The parties agree to use the
Confidential  Information  only for the purposes of fulfilling  their respective
obligations  under this  Agreement and not  otherwise.  No rights or licenses to
trade or service marks,  inventions,  copy rights, patents or other intellectual
property rights are implied or granted under this Agreement  except as otherwise
expressly  provided for in this Agreement.  Each party shall use reasonable care
to  avoid  unauthorized  disclosure  or use of the  other  party's  Confidential
Information  and not less than the same degree of care as it uses to protect its
own confidential information of similar sensitivity. It is agreed that access to
all Confidential  Information  shall be limited to only such employees or agents
who need to know such  information  for the  purpose of  fulfilling  obligations
under this  Agreement  and that each party shall be liable for any  unauthorized
disclosure or use of the other party's  Confidential  Information  by any of its
employees or agents to whom such Confidential Information is disclosed.

         11.3     Ownership  of  Confidential   Information.   All  Confidential
Information  shall  remain the property of the party having the same at the time
of execution of this Agreement and such Confidential Information,  including all
copies thereof, shall be returned to the other party or destroyed after the need
for it has expired, upon request and, in any event, promptly upon termination of
this Agreement.

         11.4     Confidentiality  of Sales Leads and Forwarding of Sales Leads.
During the course of  performing  customer  service or in any other  aspect when
EXTEL receives  request for other  service,  sales leads,  or other  information
which  could  lead  to  the  generation  of  business  for  Customer,  all  such
information  to be  forwarded  to the  Customer  shall  be the  property  of the
Customer and with the specific  understanding that these opportunities belong to
the Customer and shall be  transferred  to the Customer as soon as  commercially
practicable.

                        12. RELATIONSHIP OF THE PARTIES

        Nothing  herein  contained  shall be deemed or  construed by the parties
hereto,  nor by any third party,  as creating the  relationship of principal and
agent,  or of  partnership  or of joint  venture  between  the  parties  to this
Agreement,  it being understood and agreed that neither any provisions contained
herein,  nor any acts of the  parties  hereto,  shall be deemed  to create  such
relationship.  In  addition,  neither  party to this  Agreement  shall  have the
authority to bind or obligate the other,  expect as expressly  set forth in this
Agreement.  Nothing  contained  herein  shall  limit the ability of any party to
conduct  any  other  venture  or  entitle  either  party to any  interest  in or
ownership of any other venture by the other party.

                             13. VOLUME OF BUSINESS

         13.1     Target  Card  Volume.  In  consideration  of  EXTEL  extending
services and acquiring and provisioning additional equipment and personnel on an
expedited  basis,  and in  anticipation of the ability to meet levels of volume,
Customer  agrees to use best efforts to obtain  service from EXTEL,  over the 12
month period after  execution  of this  Agreement,  for a total of at least five
million cards at an average



                                       7
<PAGE>

face retail value of $10 per card subject only to EXTL  performing at a level of
service consistent with industry standards.

         13.2     Provision   for   Services   for   Pre-Existing    Cards.   In
consideration  of EXTEL's  management and provision of service for  pre-existing
prepaid cards (the records and electronic  database(s) with regard to which were
supplied to EXTEL prior to the executing of this  Agreement),  Customer will pay
EXTEL the following amounts in the following manner. EXTEL will invoice Customer
for the cost of service  incurred by EXTEL in its  management  and  provision of
service for pre-existing  prepaid cards. EXTEL will issue the first such invoice
90 days after the commencement of the service; and shall subsequently invoice AP
each month  until all of the  service for  pre-existing  prepaid  cards has been
completed. AP shall pay such invoice within 15 days out of funds available to it
from a surcharge  to be placed on newly  issued cards -- for any period in which
AP has not  activated  sufficient  new cards to create  an  aggregate  amount of
surcharge  sufficient to pay the entire  invoice,  the amount of the invoice not
paid by the aggregate  amount of the surcharge  shall be added to the subsequent
invoice for  payment.  The total  amount of such  surcharge  shall be limited to
EXTEL's fair and  reasonable  charges.  The  surcharge  shall be $.05 per $10 of
retail face value for the first 3 million  cards  activated by AP following  the
commencement  of service  and $.10 per $10 of retail face value for the next 3.5
million  cards;  the surcharge will apply to cards  activated  beginning 90 days
after the commencement of service.

         13.3     Rights of First  Refusal.  Both EXTEL and Customer  shall have
the duty to present any  opportunity  they have to each other with respect to an
opportunity to provide or use services in the prepaid calling card business with
some other entity.  The party presented with such an opportunity  shall have the
chance to match or make a more  favorable  offer of business,  e.g., if EXTEL is
offered  business  in  the  prepaid  area,  it  will  notify  Customer  of  that
opportunity  and Customer will have a reasonable  opportunity  to enter into the
same  transaction.  In turn,  in the  event  that  Customer  receives  an offer,
proposal,  or bid from some  provider  other  than  EXTEL,  it will give EXTEL a
reasonable opportunity to enter into the same transaction. In the event that the
offer made by EXTEL is equal to or more  favorable than all of the terms offered
by another provider, then EXTEL shall receive the business.

         13.4     Volumes.  EXTEL has made an  investment  to acquire  3,000,000
minutes of  transmission  per month to  Mexico,  and has  requested  at $.20 per
minute nonbanded,  and EXTEL has ordered up to a total of 12,000,000 minutes per
month on the same terms to go into effect ninety (90) days  hereafter.  Customer
understands  that EXTEL has made this  commitment  in reliance  upon  Customer's
entering into this Agreement wherein EXTEL becomes  Customer's  primary provider
of platform and  transmission  services.  Customer  will use its best efforts to
utilize  these  Mexican  minutes in a fashion  which meets the margins and other
terms found in Paragraph 3.3, supra.

         13.5     Most Favored Customer.  EXTEL and Customer mutually agree that
they will extend to one another the most favorable  treatment on price and terms
practicable;  the parties  mutually  agree that no other  customer shall receive
more favorable terms.

         13.6     Activation  of PINs.  AP will be permitted to activate PINs in
amounts agreed on a daily or weekly basis by EXTEL;  EXTEL,  in turn,  agrees to
use its best efforts to maintain a .05 grade of service.

                               14. MISCELLANEOUS

         14.1     Entire  Agreement.   This  Agreement  constitutes  the  entire
Agreement  between the parties  hereto with respect to the subject matter hereof
and supersedes all prior and contemporaneous



                                       8
<PAGE>

agreements and understandings of the parties in connection  herewith.  There are
no representations, warranties, covenants, conditions, agreements, understanding
or arrangements,  oral or written,  between or among the parties relating to the
subject  matter  hereof which are not fully  expressed  herein.  No agent of any
party  is  authorized  to make  any  representation,  promise  or  warranty  not
contained in this Agreement.

         14.2     Amendment.  Except as set forth in Section 1.2, this Agreement
may not be amended  or  modified  any way  expect in writing  and signed by both
parties to this Agreement.

         14.3     Notice.  Except  as  specified  below  in  this  Section,  all
notices, demands, requests, or other communications which may be or are required
to be given or made by any party to any other party  pursuant to this  Agreement
shall  be in  writing  and  shall  be  hand  delivered,  mailed  by  first-class
registered  or  certified  mail,  return  receipt  requested,  postage  prepaid,
delivered by overnight  air  courier,  or  transmitted  by telegram,  telex,  or
facsimile transmission addressed as follows:

        (i)     If to Customer:

                Bill Judd
                American Prepaid
                659 N. Biscayne River Drive
                Miami, FL 33169
                Telephone: (305) 688-5105

        (ii)    If to EXTEL:

                Colin Smith
                Executive TeleCard, Ltd.
                1720 South Bellaire St., Suite 1000
                Denver, CO 80222
                Telephone: (303) 512-1594

Or such other  address as the  addressee  may indicate by written  notice to the
other parties.  Each notice,  demand,  request,  or communication which shall be
given or made in the manner described above shall be deemed  sufficiently  given
or made for all purposes at such times as it is delivered to the addressee (with
the return receipt,  the delivery  receipt,  the affidavit of messenger or (with
respect to a telex) the  answerback  being deemed  conclusive  but not exclusive
evidence  of such  delivery)  or at such  time as  delivery  is  refused  by the
addressee upon presentation.

        Communications on day-to-day technical matters, particularly relating to
the  matters  addressed  in the  Operating  Standards,  should be by  telephone,
facsimile or e-mail transmission to the following (each, a "Technical Contact"):

        (i) If to Customer's Technical Contact(s):

                Name(s):
                        ----------------------------------
                Telephone Number(s):
                                    ----------------------
                Fax Number(s):
                              ----------------------------
                E-Mail Address(es):
                                   -----------------------



                                       9
<PAGE>

        (ii) If to EXTEL's Technical Contact(s):

                Name(s):                Dennis Lunbery, Bill Newman
                Telephone Number(s):    (303) 512-1491 (Lunbery);
                                        (303) 512-1447 (Newman)
                Fax Number(s):          (303) 759-2074 (Lunbery)
                E-Mail Address(es):     dennisl@eglobe.net
                                        bill@eglobe.com

Communications on day-to-day technical matters with Technical Contacts shall not
constitute  notice  hereunder  unless  separate notice is also given as provided
above in this Section.

         14.4     Severability.  If any part of any provision of this  Agreement
or any other  agreement,  document or writing given pursuant to or in connection
with this Agreement shall be invalid or unenforceable under applicable law, such
part shall be ineffective to the extent of such  invalidity or  unenforceability
only, without in any way affecting the remaining parts of such provisions or the
remaining provisions of said agreement.

         14.5     Assignment.  Except as  hereinafter  specifically  provided in
this Section, no party shall assign this Agreement, in whole or in part, whether
by operation of law or otherwise, without the prior written consent of the other
party, and any purported  assignment contrary to the terms hereof shall be of no
force and effect.  Notwithstanding  the  foregoing,  each party or any permitted
assignee  of such  party  may  assign  this  Agreement  and  any and all  rights
hereunder  in whole or in part,  to any  affiliate  of such  party  without  the
consent of the other party.

         14.6     Remedies.  Nothing contained in this Agreement is intended nor
shall be construed  so as to limit the remedies  which any party hereto may have
against  any  other  party  hereto  in the event of a breach by any party of any
representation,  warranty, covenant, or agreement made under or pursuant to this
Agreement,  it being  intended  that any  remedy  shall  be  cumulative  and not
exclusive.

         14.7     Waiver. No delay or failure on the part of any party hereto in
exercising any right, power or privilege under this Agreement shall be construed
as a waiver of any default or any acceptance  thereof. No waiver by any party of
any provision of this Agreement shall  constitute or imply a subsequent or other
waiver of the same or any other provision of this  Agreement.  No waiver will be
effective  unless in writing and signed by the party against whom such waiver is
asserted.

         14.8     Survival.  The rights,  obligations and covenants set forth in
Section 3.6, 5, 6, 8, 9, 10, 11, 12 and 14.8 of this Agreement (and  definitions
of terms used  therein)  shall  survive and  continue  after any  expiration  or
termination  of this  Agreement  and shall  bind the  parties  and  their  legal
representatives,   successors,  heirs  and  assigns,  for  acts  connected  with
performance or conduct during the course of this Agreement.

         14.9     Conflicts.  In the  event  of a  conflict  between  provisions
contained in the body of this  Agreement and  provisions  contained in Exhibit A
hereto or an addendum to Exhibit A which has been  executed and delivered by the
parties,  the  provisions  contained  in  Exhibit A or  addendum  thereto  shall
control.

         14.10    Ownership.  EXTEL acknowledges that Customer is the sole owner
of all of Customer's card services  (including its customer base) and EXTEL does
not, as a result of this  Agreement,  acquire  any  interest  therein.  Customer
acknowledges that EXTEL is the sole owner of all of EXTEL's property



                                       10
<PAGE>

and services  (including the World Direct(R) network and other components of the
Service)  and  Customer  does not,  as a result of this  Agreement,  acquire any
interest therein.

         14.11    Limitation on Benefits. The rights,  obligations and covenants
set forth in this  Agreement  shall be solely for the  benefit  of, and shall be
enforceable  only by, the parties  hereto and their  respective  successors  and
permitted assigns.

         14.12    Inurement.  This  Agreement  shall be binding on and insure to
the  benefit  of the  parties  hereto,  their  representatives,  successors  and
permitted assigns.

         14.13    Governing  Law.  This  Agreement  shall  be  governed  by  and
construed in accordance  with the laws of the State of New York (without  regard
to the choice of law rules thereof).

         14.14    Counterparts.  This Agreement may be executed in counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized  representatives  as of the day and year first
set forth above.

CUSTOMER                               EXECUTIVE TELECARD, LTD.


-------------------------------        ---------------------------------
By:                                    By:
   ----------------------------           ------------------------------
Its:                                   Its:
    ---------------------------            -----------------------------




                                       11
<PAGE>

                                   EXHIBIT A

PREPAID CALLING CARDS

         The Customer Cards are to be "prepaid" calling cards ("Prepaid Customer
Cards").  EXTEL will  provide  Customer  with a series of Customer  Card numbers
which identifies the Prepaid Customer Cards as prepaid calling cards. When EXTEL
activates  Prepaid  Customer  Cards,  which  will be  activated,  at  Customer's
request,  in series of not less than 50 cards, each Prepaid Customer Card series
will  have a  predetermined  number  of units of  calling  time.  Customer  will
determine the number of units per card series. As the Prepaid Customer Cards are
used,  EXTEL will,  as part of its  billing  function,  decrement  such cards in
amounts equal to the rates the Customer's  Cardholders are to be charged for the
Service,  as  indicate  in the Rate  Schedule(s)  agreed to in Exhibit C. When a
Prepaid Customer Card has been  decremented to zero, it will be deactivated.  In
addition, a Prepaid Customer Card shall be deactivated four (4) months after the
date of its activation.

         EXTEL will sell the units of prepaid  calling time to Customer at those
rates set forth in the Rate Schedule  attached to the Agreement as Exhibit C, as
it may be amended from time to time by EXTEL  during the term of this  Agreement
and any extension thereof. Payment shall be made by wire transfer of immediately
available  funds to an account  designated  by EXTEL.  Amounts that are not paid
within  fifteen (15) days  following the invoice date shall bear interest at the
rate of  1-1/2%  per  month  until  paid in full (or such  lower  rate as may be
required by applicable  law). To the extent that this  paragraph and Section 3.3
of the Agreement  conflict,  this paragraph shall govern with respect to Prepaid
Customer Cards.



                                       12
<PAGE>

                                                     ADDENDUM NO. 1 TO EXHIBIT A

                         CUSTOMER SERVICE AVAILABILITY

EXTEL agrees to provide  24/7 day customer  service with the ability to debit or
credit an individual card as appropriate.




<PAGE>

                                    EXHIBIT B

                              OPERATING STANDARDS

                           CUSTOMER RESPONSIBILITIES

SERVICE REQUIREMENTS

-    Language  required  (for  voice  prompts  and  EXTEL's  Operator  Center)
-    Customized voice prompt  requested.  The actual text of the prompt needs to
     be know.
-    Is a domestic toll-free access number required?
-    Are more than two languages required?


CARD UPDATES

-    Mode of transmission (i.e. FTP, BBS access, email, UUCP, etc.)
-    Frequency of updates


CUSTOMER SERVICE

-    Are there additional customer service  requirements apart from our standard
     customer service?


CUSTOMER AND EXTEL JOINT RESPONSIBILITIES

-    Download billing file containing the test calls
-    Test the service prior to launching the service to the cardholders
-    Send a printed version of the marketing materials to EXTEL




<PAGE>

                                   EXHIBIT C
                                 RATE SCHEDULE

Discount Rate Schedule as of 8/9/98
Note: Terms are $5.30 per $10 of face value to be paid no later than the seventh
day following activation by wire transfer.

COUNTRY                                            BASE RATE
-------                                            ---------
AFGHANISTAN                                          $1.65
ALBANIA                                              $0.70
ALGERIA                                              $0.99
AMERICAN SAMOA                                       $0.87
ANDORRA                                              $0.44
ANGOLA                                               $0.89
ANGUILLA                                             $0.72
ANTARTICA                                            $0.99
ANTIGUA                                              $0.65
ARGENTINA                                            $0.67
ARMENIA                                              $1.03
ARUBA                                                $0.59
ASCENSION IS.                                        $1.59
AUSTRALIA                                            $0.25
AUSTRIA                                              $0.45
AZERBAIJAN                                           $1.25
BAHAMAS                                              $0.38
BAHRAIN                                              $0.99
BANGLADESH                                           $1.71
BARBADOS                                             $0.73
BELARUS                                              $1.00
BELGIUM                                              $0.22
BELIZE                                               $1.01
BENIN                                                $1.01
BERMUDA                                              $0.38
BHUTAN                                               $1.55
BOLIVIA                                              $0.93
BOSNIA/HERZEGOVINA                                   $0.89
BOTSWANA                                             $0.88
BRAZIL                                               $0.83
BRITISH VIR IS                                       $0.57
BRUNEI                                               $0.75
BULGARIA                                             $0.89
BURKINA FASO                                         $1.05
BURUNDI                                              $1.55
CAMBODIA                                             $1.98
CAMEROON                                             $1.24
CANADA                                               $0.20
CAPE VERDE IS.                                       $0.97
CAYMAN IS.                                           $0.57
CENTRAL AFRICAN REP.                                 $1.53
CHAD                                                 $1.90
CHILE                                                $0.52



                                      C-1
<PAGE>

                                   EXHIBIT C
                                 RATE SCHEDULE

CHINA                                                $0.95
CHRISTMAS/COCOS IS.                                  $1.00
Colombia-Bogota                                      $0.35
Colombia-Cali/Madellin                               $0.38
COLOMBIA-OTHER                                       $0.51
COMOROS                                              $2.50
CONGO                                                $1.20
COOK IS.                                             $2.05
COSTA RICA                                           $0.75
CROATIA REP.                                         $0.89
CUBA                                                 $1.25
CYPRUS                                               $0.80
CZECH REP.                                           $0.46
DENMARK                                              $0.25
DIEGO GARCIA                                         $1.24
DJIBOUTI                                             $1.42
DOMINICA                                             $0.82
DOMINICAN REP.                                       $0.50
ECUADOR                                              $0.70
EGYPT                                                $0.99
EL SALVADOR                                          $0.84
EQUATORIAL GUINEA                                    $1.69
ERITREA                                              $1.69
ESTONIA                                              $0.49
ETHIOPIA                                             $1.46
FAEROE IS.                                           $0.46
FALKLAND IS.                                         $1.30
FIJI IS.                                             $1.39
FINLAND                                              $0.30
FRANCE                                               $0.25
FRENCH ANTILLES                                      $0.88
FRENCH GUIANA                                        $0.88
FRENCH POLYNESIA                                     $1.35
GABON                                                $1.36
GAMBIA                                               $1.01
GEORGIA                                              $1.19
GERMANY                                              $0.25
GHANA                                                $0.89
GIBRALTAR                                            $0.54
GREECE                                               $0.56
GREENLAND                                            $0.84
GRENADA                                              $0.88
GUADELOUPE                                           $0.75
GUAM                                                 $0.30
GUANTANAMO BAY                                       $0.85
GUATEMALA                                            $0.59
GUINEA REP.                                          $1.50
GUINEA-BISSAU                                        $1.79




                                      C-2
<PAGE>

                                   EXHIBIT C
                                 RATE SCHEDULE

GUYANA                                               $1.20
HAITI                                                $0.75
HONDURAS                                             $0.88
HONG KONG                                            $0.35
HUNGARY                                              $0.40
ICELAND                                              $0.47
INDIA                                                $1.25
INDONESIA                                            $0.99
IRAN                                                 $1.29
IRAQ                                                 $1.49
IRELAND                                              $0.24
ISRAEL                                               $0.40
ITALY                                                $0.32
IVORY COAST                                          $1.79
JAMAICA                                              $0.79
JAPAN                                                $0.33
JORDAN                                               $1.12
KAZAKHSTAN                                           $1.09
KENYA                                                $1.19
KIRGHIZIA                                            $1.86
KIRIBATI                                             $1.60
KOREA                                                $0.58
KYRGYZSTAN                                           $1.06
LAOS                                                 $1.52
LATVIA                                               $0.59
LEBANON                                              $1.36
LESOTHO                                              $0.87
LIBERIA                                              $0.79
LIBYA                                                $0.78
LIECHTENSTEIN                                        $0.29
LITHUANIA                                            $0.69
LUXEMBOURG                                           $0.30
MACAU                                                $0.80
MACEDONIA                                            $0.75
MADAGASCAR                                           $1.39
MALAWI                                               $0.89
MALAYSIA                                             $0.50
MALDIVES                                             $0.08
MALI REPUBLIC                                        $1.64
MALTA                                                $0.50
MARSHALL IS.                                         $0.88
MAURITANIA                                           $1.50
MAURITIUS                                            $1.50
MAYOTTE IS.                                          $1.25
Mexico 1                                             $0.37
Mexico 2                                             $0.37
Mexico 3                                             $0.37


                                       C-3
<PAGE>

                                   EXHIBIT C
                                 RATE SCHEDULE

Mexico 4                                             $0.37
Mexico 5                                             $0.37
Mexico 6                                             $0.37
Mexico 7                                             $0.37
Mexico 8                                             $0.37
MICRONESIA                                           $1.50
MOLDOVA                                              $0.99
MONACO                                               $0.38
MONGOLIA                                             $1.99
MONTSERRAT                                           $0.89
MOROCCO                                              $0.70
MOZAMBIQUE                                           $1.08
MUSTIQUE                                             $1.58
MYANMAR, BURMA                                       $1.96
NAMIBIA                                              $0.85
NAURU                                                $1.45
NEPAL                                                $1.53
NET. ANTILLES                                        $0.47
NETHERLANDS                                          $0.25
NEVIS                                                $0.79
NEW CALEDONIA                                        $1.19
NEW ZEALAND                                          $0.25
NICARAGUA                                            $0.77
NIGER REP.                                           $1.43
NIGERIA                                              $1.00
NIUE ISLAND                                          $2.00
NORFORK ISLAND                                       $0.85
NORWAY                                               $0.25
OMAN                                                 $1.43
PAKISTAN                                             $1.60
PALAU                                                $1.52
PANAMA                                               $0.75
PAPUN GUINEA                                         $0.88
PARAGUAY                                             $0.88
PERU                                                 $0.80
PHILIPPINES                                          $0.64
POLAND                                               $0.56
PORTUGAL                                             $0.54
PUERTO RICO/USVI                                     $0.20
QATAR                                                $1.39
REUNION IS.                                          $1.17
ROMANIA                                              $0.67
RUSSIA (REPUBLIC)                                    $0.75
RWANDA                                               $1.55
SAIPAN                                               $0.69
SAN MARINO                                           $0.75
SAO TOME                                             $1.74
SAUDI ARABIA                                         $1.03



                                      C-4
<PAGE>

                                   EXHIBIT C
                                 RATE SCHEDULE


SENEGAL                                              $1.73
SEYCHELLES IS.                                       $1.73
SIERRA LEONE                                         $1.55
SINGAPORE                                            $0.45
SLOVAKIA                                             $0.48
SLOVENIA REP.                                        $0.85
SOLOMON IS.                                          $1.41
SOMALIA                                              $1.57
SOUTH AFRICA                                         $0.67
SPAIN                                                $0.43
SRI LANKA                                            $1.29
ST. HELENA                                           $1.50
ST. KITTS                                            $0.75
ST. LUCIA                                            $0.89
ST. PIERRE                                           $0.53
ST. VINCENT                                          $0.91
SUDAN                                                $0.89
SURINAME                                             $1.88
SWAZILAND                                            $0.88
SWEDEN                                               $0.25
SWITZERLAND                                          $0.27
SYRIA                                                $1.26
TAIWAN                                               $0.56
TAJIKISTAN                                           $1.25
TANZANIA                                             $1.17
THAILAND                                             $0.89
TOGO                                                 $1.65
TONGA IS.                                            $1.67
TRINIDAD/TOBAGO                                      $0.99
TUNISIA                                              $0.65
TURKEY                                               $0.69
TURKMENISTAN                                         $1.08
TURKS IS./CAICOS                                     $0.79
TUVALU                                               $1.38
U.A.E.                                               $0.98
U.K.                                                 $0.20
U.S.A. Continental (CONUS)                           $0.149
UGANDA                                               $1.00
UKRAINE                                              $0.96
URUGUAY                                              $0.96
UZBEKISTAN                                           $1.01
VANUATU                                              $1.38
VATICAN CITY                                         $0.41
VENEZUELA                                            $0.52
VIETNAM                                              $1.50
WALLIS/FUTUNA                                        $1.00
WEST SAMOA                                           $1.10
YEMEN ARAB REP.                                      $1.09



                                      C-5
<PAGE>

                                   EXHIBIT C
                                 RATE SCHEDULE

YEMEN PEOPLES                                        $1.12
YOGOSLOVIA                                           $0.70
ZAIRE                                                $1.12
ZAMBIA                                               $1.36
ZIMBABWE                                             $1.00
Alaska/Hawaii/Puerto Rico/USVI                       $0.20

International Connect Charge                         $1.00
Domestic Connect Charge - CONUS/Canada               $0.25
Domestic Connect Charge - Alaska/Hawaii/PR/VI        $1.00
Payphone Surcharge                                   $0.50
Service Charge - monthly after 1st use               $0.50

Billing Increment - CONUS/Canada                     1 Min (After 1st three min)
Billing Increment - Alaska/Hawaii/Puerto Rico        1 Min (After 1st three min)
Billing Increment - International                    1 Min (After 1st three min)

All  cards  will  have an  expiration  180 days  after  PIN  activation,  unless
otherwise agreed upon.

All rates subject to change depending upon the underlying transmission rate.



                                      C-6
<PAGE>

                                   EXHIBIT C
                                 RATE SCHEDULE

All-in-One Rate Schedule as of 8/7/98
Note: Payment Terms are 56.00 per $10.00 of face value paid within five (5) days
of  activation  by wire  transfers.  Cards may be issue in $5,  $10, or $20 face
values, other values reuqire additional agreement.

COUNTRY                                            BASE RATE
-------                                            ---------
AFGHANISTAN                                          $1.65
ALBANIA                                              $0.70
ALGERIA                                              $0.57
AMERICAN SAMOA                                       $0.87
ANDORRA                                              $0.44
ANGOLA                                               $0.89
ANGUILLA                                             $0.90
ANTARTICA                                            $0.72
ANTIGUA                                              $0.81
ARGENTINA                                            $0.60
ARMENIA                                              $1.03
ARUBA                                                $0.65
ASCENSION IS.                                        $1.29
AUSTRALIA                                            $0.16
AUSTRIA                                              $0.32
AZERBAIJAN                                           $1.25
BAHAMAS                                              $0.38
BAHRAIN                                              $1.24
BANGLADESH                                           $1.71
BARBADOS                                             $0.96
BELARUS                                              $1.00
BELGIUM                                              $0.19
BELIZE                                               $1.28
BENIN                                                $0.99
BERMUDA                                              $0.38
BHUTAN                                               $1.32
BOLIVIA                                              $0.75
BOSNIA/HERZEGOVINA                                   $1.00
BOTSWANA                                             $0.79
BRAZIL                                               $0.54
BRITISH VIR IS                                       $0.60
BRUNEI                                               $0.75
BULGARIA                                             $1.00
BURKINA FASO                                         $1.10
BURUNDI                                              $1.11
CAMBODIA                                             $1.55
CAMEROON                                             $1.45
CANADA                                               $0.15
CAPE VERDE IS.                                       $0.97
CAYMAN IS.                                           $0.61
CENTRAL AFRICAN REP.                                 $1.53
CHAD                                                 $1.90
CHILE                                                $0.36



                                      C-7
<PAGE>

                                   EXHIBIT C
                                 RATE SCHEDULE


CHINA                                                $0.80
CHRISTMAS/COCOS IS.                                  $1.00
Colombia-Bogota $0.27
Colombia-Cali/Madellin                               $0.37
COLOMBIA-OTHER                                       $0.40
COMOROS                                              $1.65
CONGO                                                $1.38
COOK IS.                                             $2.05
COSTA RICA                                           $0.75
CROATIA REP.                                         $1.00
CUBA                                                 $0.99
CYPRUS                                               $0.53
CZECH REP.                                           $0.46
DENMARK                                              $0.16
DIEGO GARCIA                                         $1.24
DJIBOUTI                                             $1.42
DOMINICA                                             $0.88
DOMINICAN REP.                                       $0.50
ECUADOR                                              $0.66
EGYPT                                                $1.33
EL SALVADOR                                          $0.46
EQUATORIAL GUINEA                                    $1.69
ERITREA                                              $1.69
ESTONIA                                              $0.49
ETHIOPIA                                             $1.69
FAEROE IS.                                           $0.46
FALKLAND IS.                                         $1.30
FIJI IS.                                             $1.39
FINLAND                                              $0.16
FRANCE                                               $0.16
FRENCH ANTILLES                                      $0.88
FRENCH GUIANA                                        $0.76
FRENCH POLYNESIA                                     $1.15
GABON                                                $1.46
GAMBIA                                               $1.01
GEORGIA                                              $1.19
GERMANY                                              $0.18
GHANA                                                $0.95
GIBRALTAR                                            $0.54
GREECE                                               $0.35
GREENLAND                                            $0.84
GRENADA                                              $1.06
GUADELOUPE                                           $0.72
GUAM                                                 $0.30
GUANTANAMO BAY                                       $0.85
GUATEMALA                                            $0.45
GUINEA REP.                                          $1.11
GUINEA-BISSAU                                        $1.79



                                      C-8
<PAGE>

                                   EXHIBIT C
                                 RATE SCHEDULE


GUYANA                                               $1.42
HAITI                                                $0.75
HONDURAS                                             $0.55
HONG KONG                                            $0.35
HUNGARY                                              $0.38
ICELAND                                              $0.47
INDIA                                                $1.25
INDONESIA                                            $1.15
IRAN                                                 $1.52
IRAQ                                                 $1.71
IRELAND                                              $0.18
ISRAEL                                               $0.34
ITALY                                                $0.24
IVORY COAST                                          $1.82
JAMAICA                                              $0.68
JAPAN                                                $0.42
JORDAN                                               $1.21
KAZAKHSTAN                                           $1.09
KENYA                                                $1.30
KIRGHIZIA                                            $1.86
KIRIBATI                                             $1.60
KOREA                                                $0.68
KUWAIT                                               $1.47
KYRGYSTAN                                            $1.06
LAOS                                                 $1.52
LATVIA                                               $0.59
LEBANON                                              $1.36
LESOTHO                                              $0.87
LIBERIA                                              $0.84
LIBYA                                                $0.58
LIECHTENSTEIN                                        $0.29
LITHUANIA                                            $0.71
LUXEMBOURG                                           $0.19
MACAU                                                $0.75
MACEDONIA                                            $0.58
MADAGASCAR                                           $1.39
MALAWI                                               $0.73
MALDIVES                                             $1.08
MALI REPUBLIC                                        $1.54
MALTA                                                $0.45
MARSHALL IS.                                         $0.78
MAURITANIA                                           $1.12
MAURITIUS                                            $1.22
MAYOTTE IS.                                          $1.10
Mexico 1                                             $0.24
Mexico 2                                             $0.24
Mexico 3                                             $0.24



                                      C-9
<PAGE>

                                   EXHIBIT C
                                 RATE SCHEDULE

Mexico 4                                             $0.24
Mexico 5                                             $0.24
Mexico 5                                             $0.24
Mexico 7                                             $0.24
Mexico 8                                             $0.24
MICRONESIA                                           $1.33
MOLDOVA                                              $0.86
MONACO                                               $0.31
MONGOLIA                                             $1.70
MONTSERRAT                                           $1.17
MOROCCO                                              $0.70
MOZAMBIQUE                                           $1.08
MUSTIQUE                                             $1.58
MYANMAR, BURMA                                       $1.96
NAMIBIA                                              $0.86
NAURU                                                $1.45
NEPAL                                                $1.53
NET. ANTILLES                                        $0.53
NETHERLANDS                                          $0.19
NEVIS                                                $0.91
NEW CALEDONIA                                        $1.19
NEW ZEALAND                                          $0.25
NICARAGUA                                            $0.62
NIGER REP.                                           $1.43
NIGERIA                                              $1.29
NIUE ISLAND                                          $2.00
NORFORK ISLAND                                       $0.86
NORWAY                                               $0.19
OMAN                                                 $1.43
PAKISTAN                                             $1.60
PALAU                                                $1.52
PANAMA                                               $0.75
PAPUAN GUINEA                                        $0.76
PARAGUAY                                             $0.86
PERU                                                 $0.89
PHILIPPINES                                          $0.83
POLAND                                               $0.50
PORTUGAL                                             $0.35
PUERTO RICO/USVI                                     $0.16
QATAR                                                $1.39
REUNION IS.                                          $1.17
ROMANIA                                              $0.67
RUSSIA (REPUBLIC)                                    $0.76
RWANDA                                               $1.55
SAIPAN                                               $0.90
SAN MARINO                                           $0.75
SAO TOME                                             $1.74
SAUDI ARABIA                                         $1.43



                                      C-10
<PAGE>

                                   EXHIBIT C
                                 RATE SCHEDULE

SENEGAL                                              $1.73
SEYCHELLES IS.                                       $1.73
SIERRA LEONE                                         $1.55
SINGAPORE                                            $0.62
SLOVAKIA                                             $0.48
SLOVENIA REP.                                        $0.55
SOLOMON IS.                                          $1.41
SOMALIA                                              $1.57
SOUTH AFRICA                                         $0.75
SPAIN                                                $0.30
SRI LANKA                                            $1.60
ST. HELENA                                           $1.05
ST. KITTS                                            $0.86
ST. LUCIA                                            $1.02
ST. PIERRE                                           $0.53
ST. VINCENT                                          $1.18
SUDAN                                                $0.89
SURINAME                                             $1.88
SWAZILAND                                            $0.60
SWEDEN                                               $0.18
SWITZERLAND                                          $0.20
SYRIA                                                $1.26
TAIWAN                                               $0.70
TAJIKISTAN                                           $1.25
TANZANIA                                             $1.17
THAILAND                                             $1.12
TOGO                                                 $1.65
TONGA IS.                                            $1.67
TRINIDAD/TOBAGO                                      $1.11
TUNISIA                                              $0.65
TURKEY                                               $0.70
TURKMENISTAN                                         $1.08
TURKS IS./CAICOS                                     $0.91
TUVALU                                               $1.38
U.A.E.                                               $0.98
U.K.                                                 $0.12
U.S.A. Continental (CONUS)                           $0.99
UGANDA                                               $1.00
UKRAINE                                              $1.00
URUGUAY                                              $0.80
UZBEKISTAN                                           $1.01
VANUATU                                              $1.38
VATICAN CITY                                         $0.41
VENEZUELA                                            $0.44
VIETNAM                                              $1.68
WALLIS/FUTUNA                                        $1.00
WEST SAMOA                                           $1.10
YEMEN ARAB REP.                                      $1.32



                                      C-11
<PAGE>

                                   EXHIBIT C
                                 RATE SCHEDULE

YEMEN PEOPLES                                        $1.32
YOGOSLOVIA                                           $0.76
ZAIRE                                                $1.12
ZAMBIA                                               $1.38
ZIMBABWE                                             $1.00
Alaska/Hawaii/Puerto Rico/USVI                       $0.16

International Connect Charge                         $1.00
Domestic Connect Charge - CONUS/Canada               $0.50
Domestic Connect Charge - Alaska/Hawaii/PR/VI        $1.00
Payphone Surcharge                                   $0.50
Service Charge - monthly after 1st use               $0.50

Billing Increment                                    1 Min (After 1st three min)

All Origination will be from CONUS, except that origination from Mexico, Alaska,
Hawaii,  Puerto Rico, USVI and other points will begin upon written notification
to American Prepaid.

After  notification,  Mexican  origination  will be $.75 per minute with a $1.00
Connect Charge.

All  cards  will  have an  expiration  180 days  after  PIN  activation,  unless
otherwise agreed upon.

All rates subject to change depending upon the underlying transmission rates.

        THE PARTIES  HERETO  HAVE CAUSED THIS  EXHIBIT C TO BE EXECUTED BY THEIR
DULY  AUTHORIZED  REPRESENTATIVES  AS OF THE DAY AND YEAR FIRST SET FORTH IN THE
AGREEMENT FOR PROVISION OF CALLING CARD SERVICES TO WHICH IT IS ATTACHED.


CUSTOMER                               EXECUTIVE TELECARD, LTD.


--------------------------------       ---------------------------------
By:                                    By:
   -----------------------------          ------------------------------
Its:                                   Its:
    ----------------------------           -----------------------------