EXHIBIT 10.33


           AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
               FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA


Effective  December 2, 1997, the following  sections of said Lease Agreement are
amended as follows:

1.       Section 3:
         The term of the lease  changed from sixty,  (60) months to  sixty-three
         (63) months.

2.       Section 5(a):

         The  number  of  consecutive  monthly  installments  of  rent  for  the
         Equipment  is  changed  from  sixty (60)  months to sixty  -three  (63)
         months.

TELECOMMUNICATIONS FINANCE GROUP               ATHENA INTERNATIONAL
                                                LTD. LIABILITY CO.
                                               DBA ATHENA INTERNATIONAL, LLC

By:                                            By: /s/ KEVIN H. POLLARD
  ------------------------------                  -----------------------------

                                                   PRESIDENT & CEO
--------------------------------               --------------------------------
  Authorized Representative                            (Name & Title)

Date Signed:                                   Date Signed: MARCH 2, 1998
           ---------------------                          ---------------------


<PAGE>


                             SCHEDULE 1 OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of October  31,  1996  between  TELECOMMUNICATIONS  FINANCE  GROUP,  as
Lessor, and ATHENA  INTERNATIONAL  LTD. LIABILITY CO. DBA ATHENA  INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>
Equipment List
Number                     Description                                     Amount
--------------             ------------                                    ------
<S>                        <C>                                            <C>
DCO-681161                 USED 1152 PORT EQUIPPED AND WIRED              $368,950.00
                           RELEASE 12.1; BASIC SS-7 WITH 800
                           PORTABILITY; SS-7 SPARES; POWER SYSTEM;
                           UPGRADE TO RELEASE 14.0; DE-INSTALL AT
                           CALGARY, PACK; RGL EXPANSION
                           INCLUDING INSTALLATION
                           FREIGHT                                           1,958.98

TFG-97245                  ADDITION I                                      298,421.49

TFG-97278                  ADDITION II                                     185,473.75

TFG-98016                  ADDITION III                                     22,777.76
                                                                           ----------
                                               TOTAL                      $877,581.98
                                               =====                      ===========
</TABLE>

The above described equipment installed at:

800 West Sixth Street, Los Angeles, California 90017

                                          ACCEPTED BY: /s/ KEVIN H. POLLARD
                                                       ------------------------
                                          DATE:     March 2, 1998
                                               --------------------------------

                                               Dated:          October 31, 1996
                                               Revised:        June 2, 1997
                                               Revised:        August 29, 1997
                                               Revised:        February 26, 1998


<PAGE>


EQUIPMENT LIST # TFG-98016                             DATED: February 26, 1998

COMPANY:  ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES. CALIFORNIA
ADDITION:      III

<TABLE>
<CAPTION>
PART NO/DESCRIPTION                                  QUANTITY           AMOUNT
-------------------                                  --------           ------
<S>                                                  <C>               <C>
      STN

RESTRUCTURE CHARGES                                                   $22,777.76
                                                                      ----------
                                              TOTAL                    22,777.76
                                              =====                   ==========
</TABLE>


<PAGE>


EQUIPMENT LIST # TFG-97278                               DATED: August 29, 1997

COMPANY:  ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION:      II

<TABLE>
<CAPTION>
PART NO/DESCRIPTION                                  QUANTITY           AMOUNT
-------------------                                  --------           ------
<S>                                                  <C>               <C>
    SSC

DTF-02 960 PORT ADDITION WITH ISDN,
PER  DCO.710014, ISSUE 2, DATED  06/24/97;
ISDN TRANSPORT SOFTWARE; SERVICE
CUA WITH BASI'S; ISDN SPARE PWBAS;
DIU PWBA (2) INCLUDING INSTALLATION
(S.O.#071568) AS FOLLOWS:

       MATERIAL                                       1 LOT           89,242.00
       SOFTWARE                                       1 LOT           10,000.00
       INSTALLATION                                                   11,340.00
       FREIGHT                                                         3,774.75

REAL TIME ANI FEATURE #823435 (S.0. #071804)
AS FOLLOWS:
       SOFTWARE RTU                                   1 LOT            26,667.00

ONE PAIR OF A. LINKS FEATURE #003069
(S.O.#072727) AS FOLLOWS:
         SOFTWARE                                     1 LOT             6,895.00
         SCAT                                                             330.00

RELEASE 15.0 UPGRADE PER DCO-710024,
ISSUE 1, DATED 04/08/97 (S.O.#072810)
AS FOLLOWS:
         MATERIAL                                     1 LOT            25,000.00
         INSTALLATION                                                   5,000.00

ONE A LINK PAIR (S.O.#073211) AS FOLLOWS:
         SOFTWARE                                     1 LOT             6,895.00
         SCAT                                                             330.00
                                                                     -----------
                                                  TOTAL              $185,473.75
                                                  =====              ===========
</TABLE>


<PAGE>

SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                 QTY
-----------            -----------                                 ---
<S>                   <C>                                         <C>
                               ITEM 01

                       CMF-00 CCS-02
                       -------------
822068-812             Diag. Grading Panel                           1
822003.596A            PWBA, (2W) SI HDI                             4
822002.526             PWBA, TSI PGH I/F                             4
207800.482             Cable Assembly (TSI/PGH)                      4
522005.546A            PWBA, (2W)TPPO HOl                            2
822006-566A            PWBA, TPP1                                    2
822017-555A            FWBA, TPP2                                    2

                       DTF-02
                       ------
817577SO0A             MG Basic DTF Assembly
817577.901A            MG, DS1 Hos1 CUA                              5
817577-902A            MG, Basics PVVBAS DS1 CUA                     5
207600-225A            Frame Weldment                                1
207800-079A            Pkg Assy Front Door Mtg Hardware              1
207800-080A            Pkg Assy Rear Door Mtg Hardware               1
207600.158A            Door Assembly, Right IIO                      2
207600-159A            Door Assembly, Left IIO                       2
817577-92D             Cable Tie Assy                                6
817560-626A            PWBA, (2VV) TIF                              40
817577-917A            MF Fan Assy w/Alarm                           1
</TABLE>


<PAGE>


SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                 QTY
-----------            -----------                                 ---
<S>                   <C>                                         <C>
                             ITEM 01 (Cont.)

                       OTF-02 (Cont.)
                       ------
817743-518             CUA, DIU                                      1
207800-539             Package Assy, DIU Mtg                         1
817564-048             PWBA (2W) DS-1 Power Supply                   2
817744-026             PWBA Div Terminator                           2
207630-042             Shield Assembly                               1
817742-536             PWBA (2W) DIU                                 2

                       PRT-00
                       ------
817576-938             Mod Group, Circuit Breaker                    2

                       Miscellaneous

DSX-DR19               Cross Connect Panel                           2
DOC-ADD                Additions Documentation                       1

                            ITEM 01A

                       ISDN Transport
                       --------------
827010                 ISDN Transport                                1
</TABLE>


<PAGE>

SIEMEN
STROMBERG, CARLSON

INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                 QTY
-----------            -----------                                 ---
<S>                   <C>                                         <C>
                              ITEM 02
                       LTR-00  MG
                       ----------
814574-992             MG Service Circuit CUA                       1
814574.-995            PWBA Mod Group Basic PWBA                    1
207800-720             PWBA Guide                                   1
814742-536             PWBA, DTMF Rec                               5
814742-575             PWBA. (1W) DTMF Rec Foc                      3
814571-766             FW8A (1W) Receive:/NACT/EVACT TMF Rec        3
814695-556             PWBA (1W) DTMF Dig. Sender                   2
814572.575             PWBA (1W) DIG Sender TMF                     2
</TABLE>

NOTE: Requirements for additional  Service  Circuits are based upon SS7 usage in
      the office. This CUA could mount in LTF,00 CUA posn. 01

                              ITEM 03
<TABLE>
<CAPTION>
                       ISDN Soare-PWBAS
                       ----------------
<S>                    <C>                                        <C>
817564.046             PWBA (2W) DS-1 Power Supply                 1
817744-025             PWBA, Div Terminator                        1
207830-042             Shield Assembly                             1

                               ITEM 04

                       ISDN PWBA
                       ---------
817742-536             PWBA (2W) DIU                               1
</TABLE>


<PAGE>


EQUIPMENT LIST # TFG-97245                         DATED: June 2, 1997
COMPANY:  ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION:      I

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                          QUANTITY                   AMOUNT
--------------------                          --------                   ------
<S>                                           <C>                        <C>
         SS-C
A  FULLY  EQUIPPED  DTF-02  FRAME
(1152 PORTS) PER  DCO.681162,  ISSUE
1, DATED 09/17/96 (S.O.#071175) AS
FOLLOWS:
    MATERIAL                                    1 LOT                  $72,307.00
    INSTALLATION                                                        10,200.00
    FREIGHT                                                                 24.05
765 AMP HOUR  BATTERY PART  #4-DAV85-19
WITH 1200 AMP HOUR CHARGER PER DCO-
710000, ISSUE 01, DATED 10/28/96;  2 EJH
PROCESSORS;  1 SPARE EJH PROCESSOR;
200 AMP  DISTRIBUTION  PANEL  WITH BUS
BAR,  CABLES  AND 10-10 AMP  BREAKERS
(S.O.#071800) AS FOLLOWS:
     MATERIAL                                   1 LOT                   52,773.00
     INSTALLATION                                                       12,200.00
     FREIGHT                                                               895.48
A HENDRY FUSE PANEL PER DCO-710009,
ISSUE 02, DATED 12/06/96 (S.O.#071983)
AS FOLLOWS:
     MATERIAL                                   1 LOT                    1,732.00
     INSTALLATION                                                        2,200.00
     FREIGHT                                                                78.50
     THIRD PARTY VENDOR- ACTION TELCOM
PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
REMOTE COMMUNICATIONS PACKAGE; BASIC
AGGRAGATOR PACKAGE; INSTALLATION;
TRAINING (SEE ATTACHED EQUIPMENT LIST)          1 LOT                  111,650.00
     THIRD PARTY VENDOR - TELLABS
81.2571/32MS T1 ECHO CANCELLER                  8                       17,655.00
FREIGHT                                                                      8.58
81.0257D/23" ECHO CANC MTG ASSY                 1                          836.00
FREIGHT                                                                     11.88
         THIRD PARTY VENDOR. TTC
EQUIPMENT AS FOLLOWS:                           1 LOT                   15,807.00
CENTRAL OFFICE TESTING PKG, S/N 10347           1
RACK MOUNT, 19", 1402                           1
RACK MOUNT ( 19") FOR 41934                     1
CABLE. BANTAM TO BANTAM 10'                     4
FREIGHT                                                                     43.00
                                                                            -----
                                    TOTAL                             $298,421.49
                                    =====                             ===========
</TABLE>

<PAGE>


SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                              QTY
-----------                 -----------                              ---
<S>                        <C>                                      <C>
                                     ITEM 01

                            DTF-01
                            ------
817577-900                  Frame M/G                                  1
817577-901                  MG, DS-1 Host CUA                          6
817557-902                  MG, DS-1 Basic PVVBA's                     6
207600-225                  Frame Weldment                             1
207800-079                  Package Assembly Front Door Mtg Hdw        1
207800-080                  Package Assembly Rear Door Mtg Hdw         1
207600-158                  Door Assembly, Right I/O                   2
207600-159                  Door Assembly, Left I/O                    2
207600-721                  PVVBA Guide                                6
817560-606                  PWBA, T1 Interface                        48
817577-917                  MG Blower w/Fan Alarm, Base                1

                            CMF-00, CCS-01
                            --------------
822068-811                  Diag. Grading Panel                        1
822003-596A                 PVVBA, (2W) TSI HDI                        4
822002-526                  PVVBA, TSI PGH I/F                         4
207800-482                  Cable Assembly (TSI/PGH)                   4
822005-546A                 PWBA, (2W) TPP0 HDI                       20
822006-566A                 PVVBA, TPP1 (For Addition)                 2
822017-556A                 PWBA, TPP2 (For Addition)                  2
</TABLE>

                                       1


<PAGE>


SIEMENS
STROMBERG, CARLSON

INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                              QTY
-----------                 -----------                              ---
<S>                        <C>                                      <C>
                                  ITEM 01 ( Cont.)

                            PRT-00
                            ------
817576-938                  Mod Group, Circuit Breaker                2

                            Miscellaneous
                            -------------
DSX-DR19                    Cross Connect Panel                       2
DOC-ADD                     Additions Documentation                   1
</TABLE>


                                       2


<PAGE>

SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: LOS ANGELES, CA

                                                             ITEM 01
<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                              QTY
-----------                 -----------                              ---
<S>                        <C>                                      <C>
                            Miscellaneous
                            -------------
203352-600                  OEM Equipment, Fuse Panel                  1
020785-086                  100' Red Power Cable                       1
020785-065                  100' Black Power Cable                     1

                            Documentation
                            -------------
DOC-ADD                     Additions Documentation                    1
</TABLE>


NOTE: The ADC Cross Connect  Panel and Hendry Fuse Panel must be ordered for 23'
      mounting.




                                       2

<PAGE>


--------------------------------------------------------------------------------
              EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE
--------------------------------------------------------------------------------

CUSTOMER: ATHENA                                       PROJECT CODE: 9205

BUSINESS OFFICE ADDRESS:

BUSINESS OFFICE PHONE#: VOICE: (   )                 FAX: (   )

SITE LOCATION: Los Angeles

SITE ADDRESS: 800 W. 11th St. Ste 380, Los Angeles, CA, 10017

SITE PHONE#: VOICE: (213)622-4977 FAX: (   )           NAMS: (   )

SWITCH TECH: Wayne Carey

SYSTEM NAME:

PURCHASE DATE:     STARTUP DATE:                 WARRANTY END DATE:

PRIMARY SYSTEM EQUIPMENT:    Name:                    Password:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
Key   Make               Model             Serial #           I/O        IRQ     ADDR    STKI
---------------------------------------------------------------------------------------------
<S>   <C>               <C>                <C>               <C>         <C>     <C>     <C>
PC    ACER 9000          P/N 91AA984003    1900047309
KB    ACER PS2           6311-k            K6367171828P
MON   ACER 34T UVGA      71~4T             M3TP64711536
VC    AII  Built-In      MacH64            215CT22200                      9
HDC   Adaptec Built-In   AIC-7880P         722511             8400        11
HDC   MYLEX              DAC960PL          982139             8000        10     PCISLOT-1
HD    IBM 4gig Channel-1 74G7005           M1AG3B59925        mdac id=0          Tray-l-F/W~
HD    IBM4gig Channel-2~ DCAS-34330        B3A14326           mdacZid=0          Tray-5-F/W-
HD    IBM4gig Ch~nel-2-  DCAS-34330        B3A14421           mdac-id=l          Tray-6F/W
FD    Mitsumi    (1.44)  D359T5            3542754            3f2    6
TD    Tandberg           TDC-4222          42223862.          alad  2,           5-gig
SL1   Digi Host Ad.                        09527155                              F0000000
SL1   Digi Conc.         (1P)50000585      (S)E7702756        16-port            DB-25
X25   SWG                SGX               011311             300         15     D0000
PRN   Epson              LP-870            40Ul119747         3bc          7     /dev/lpo
NET   3COM               3C590             6GP14D256E         7000        14     PCISLOT-3-
SER   ACER               Built In                com          3f8          4
SER   ACER               Built In                com2.        3be          3
CD    NEC                CDR-222           5Z000214322        mdac      id=5
DIA   AVAS               D/21D             CG030890                        5     D2000
P/S   DELTA              DPS-350EB         Y2613001392                           352-watts
</TABLE>

I/P   ADDRESS= 206.142.142.97
MEMORY- 64 meg
SPEED= 166 mhz

<PAGE>
<TABLE>
<CAPTION>
SOFTWARE:
-----------------------------------------------------------------------------------------------
 Key    Make                      License       License    License            Registration
                                  Number        Code       Data               Key
-----------------------------------------------------------------------------------------------
<S>     <C>                      <C>           <C>         <C>               <C>
OS      SCO OpenServer            2DL091048     qwncovwn                      ezwzckaosk
        Enterprise Sys
-----------------------------------------------------------------------------------------------
OS      SCO Advanced              2DL090568     qonorjmn   k0;u1;mpyb07k;     hhosbhoebh
        File & Print
-----------------------------------------------------------------------------------------------
OS      SCO OpenServer            2DL083104     qbwdzhfc   g0;k;u10;msmlf48   ezwzckaosk
        User License
-----------------------------------------------------------------------------------------------
</TABLE>
SOFTWARE:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Key     Make                      Serial #      Activation Key #           Version
-----------------------------------------------------------------------------------------------
<S>     <C>                      <C>           <C>                        <C>
NAMSI   ATC NAMS II
X25     Netcom II                 net26414      D094339ff                  4.5.4
COMM    Term                      CSU152134U3   gbldbich                   6.2
DB      Foxpro                                                             2.60
-----------------------------------------------------------------------------------------------
</TABLE>

SECONDARY SYSTEM EQUIPMENT: Name:          Password:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Key   Make                      Model #               Serial #          I/O    IRQ  ADDR    STK
-----------------------------------------------------------------------------------------------
<S>   <C>                      <C>                   <C>               <C>    <C>   <C>     <C>
PC    ACER                      2133                  1900054811
KB    ACER                      6311-K                K6367031462P
MON   ACER                      7134T                 M3TP64712500
VC                              Built In
HDC   Adaptec                   Built In                                7400   11
IBM   2-gig                     DAC32160              11546H6125Z1M000001585        id=O
FD    Mitsumi (1.44)            D359T5                6K17MT0652        3f2     6
TD    Tandberg                  4220                  4226686
X25   SWG                       SGX                   D01307            300    15   D0000
NET   3COM                      3C590                 6GF1657997        7000   14
PRN                                                                             7  /dev/lp0
SER   ACER                      Built In                      coml      3f8     4
SER   ACER                      Built In                      com2      2f8     3
</TABLE>

I/P ADDRESS= 206,142,142,96
MEMORY= 16 meg.....
SPEED= 133 mhz

SOFTWARE:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Key    Make           License         License          License                    Registration
                      Number          Code             Data                       Key
-----------------------------------------------------------------------------------------------
<S>    <C>           <C>              <C>             <C>                        <C>
OS     SCO OpenServer 2DL08564        kybwynit                                    xzxzeqhghj
       Enterprise Sys
-----------------------------------------------------------------------------------------------
OS     SCO Advanced   2DL085160       gwrqfqor         k0;u1;mp8anw4              gttttqqobj
       File & Print
-----------------------------------------------------------------------------------------------
0S     SCO Openserver 2DL089298       qbwdzhkx         g0;k;u10;m14pzdk           qbhqqaakjj
       User License
-----------------------------------------------------------------------------------------------
      SOFTWARE:
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
 Key    Make              Serial #         Activation Key #          Version
-------------------------------------------------------------------------------
<S>     <C>               <C>             <C>                       <C>
NAMS   ATC NAMS II
X25    Netcom II          net26410         n901208fc                 4.5.4
COMM   Term               CSU151463U3      hehJak                    6.2
</TABLE>

COMMUNICATIONS EQUIPMENT:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
 Key   Make                Model #                   Serial #
-------------------------------------------------------------------------------
<S>    <C>                 <C>                      <C>
DSU    DDC                 VRT-1 (Stat-Mux)          628439 (switch)
DSU    DDC                 VRT-1 (Stat-Mux)          628444 (billing office)

EASY   BRIDGE              3000                      9604AF6222 (switch)
EASY   BRIDGE              3000                      9606AF7075 (billing office)

Modem  Multitec            MT1932zDX (Primary)       4797703
Modem  Multitec            MT1932ZDX (Secondary)     4724938
</TABLE>


<PAGE>

SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01

<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>
                           Switching Equipment

                           Line Trunk Frame (LTF)
OCCSLTFFRM                 Line Trunk Frame                          1
814742-566                 Diagnostic Test Gen/Monitor               1
LTFDOORS                   LTF Doors, Front & Rear                   1
LINGRPCUA                  Line Group CUA (LTF)                      1
SLTFUTSCUA                 Trk/Svc Ckt CUA Grp                       1
SLTFUSCUA                  Svc Ckt CUA Grp                           4
814571-706                 Digital TMF Rcv.(2/PWBA)                 19
814572-576                 Digital Sender (TMF/SATT)                 6
814695-556                 Digital DTMF Sender                       6
814643-596                 Digital DTMF Receiver                    23
814742-576                 (FOC) Digital DTMF Receiver               4
814574-936                 2-Wire E&M Trunk PWBA                     2
814574-932                 Loop Trunk, Reverse Batt PWBA             I

                           Digital Trunk Frame (DTF)
OCCSDTFFP                  Digital Trunk Frame                       1
DTFDOORS                   DTF Doors, Front & Rear                   1
SDS1HSTCUA                 DS1 Host Ckt CUA                          6
817560-626A                T1 Interface PWBA                        48
817577-917A                Blower Assembly w/fan Alarm               1
</TABLE>


681161CA/1:09/17/96                    1

<PAGE>



SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01


<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>
                           Switching Equipment

                           Control & Maintenance Frame (CMF)
SCMFOCC12.1                Control & Maint Frame OCC 12.1             1
   CMFDOORS                CMF Doors, Front & Rear                    1
 822068-819                DLI Transfer                               1
 814635-086                PWBA Ring (N+I)                            1
 814721-666                Serial Line Unit PVVBA                     1
 822010-676                Disk Drive Assy                            2
 822010-656                Tape Drive                                 1
 817702-556                Traffic Measurement/Rec                    1
 817620-556                MSA PWBA                                   1
 814727-626                J2 Maintenance Processor                   1
 822010-606                Power & Alarm PWBA                   :     1
817680-606A                BMUX PWBA                                  1
822222-606A                DM-11                                      1
   TSlPWB17                TSI PWBA                                  4.
822702-536A                PXAM II - 4MB                              2
822727-696A                J-Processor (8MB)                          2
 814770-656                PXA Memory PWBA 1/Mbyte                    1
 TPPOPVVB17                TPP PWBA (Sectors 0, 1)                    1
    OCCSNCS                Sync Network Clock (Slave)                 1
 822718-596                Feature Processor (PWBA)                   2
 814095-626                Service Group Diag PWBA                    1
</TABLE>


681161CA/1:09/17/96                     2


<PAGE>


SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>
                           Switching Equipment

                           Control & Maintenance Frame(CMF)(CONT)
OCCTAPE                    Tape Control PWBAs                          1
814722-216A                RS232 Interface Module                      7

                           Power & Test Frame (PRT)
SPRTFOCC12.1               Power Ringing & Tst Fr OCC12.1              1
    PRTDOORS               PRT Doors, Front & Rear                     1
  817576-938               Circuit Breaker 100 Amp                     7
  814475-036               Alarm Sender PWBA                           1
  817576-912               Basic Cabinets & MTG for N+I)               1
  814629-904               Ringing Generator (20 Hz)                   1
  817576-934               200VA DC/AC Non-Redund Invtr                1
  814215-820               Cook 4 Chan Announcer (NT5M)                1
  203352-581               4 Channel Announcer                         1

                           Automatic Message Accounting

SAMAFRM                    AMA Frame                                   1
AMADOORS                   AMA Doors Rear                              1
814421-908                 Cook 1600 BPI Tape Drives (2)               2
814421-909                 Cook 1600 BPI Strapping                     2
</TABLE>


681161CA/1:09/17/96                     3

<PAGE>

SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>
                           Switching Equipment

                           Miscellaneous

4-24419-0290               DSX PnI-ADC DSX-DR 19 w/cord               2
       PJ716               Bantam Patch Cord                          8
       2200B               Channel Access Unit                        1
  203352-645               9600 Full Duplex Modems                    1
  202975-592               7' x 19" Relay Rack                        1
  207800-284               Installation Material                      1
  200110-119               Fuse 1 1/3 amp                            20
  200110-129               Fuse 3 amp                                10
  200110-429               Fuse 10 amp                                5
  200110-139               Fuse 5 amp                                10
      SD0000               Std System Documentation                   1
       D0001               Specifications, Paper                      2
       D0002               Site Drawings, Paper                       2
  203352-600               Hendry Filtered Fuse Panel                 1
  207630-911               Modem Eliminator OCC                       2
  207630-901               PKG Assy/Modem Eliminator                  4
                           Superstructure & Cabling                   1

                           Battery Distribution Frame

  814053-043A              7ft Battery Discharge Frame                1
  207521-733               Shield                                     1
</TABLE>

681161CA/1:09/17/96                    4

<PAGE>



SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>

                          Switching Equipment

                          Power Equipment
                          Customer Supplied

                          Distribution Frame Equipment

  5065-8                  Term Blocks Newton 8 x 26                   4
  5054                    Newton Bracks (1 per 2 blks)                2

                          Maintenance & Administration Equipment

202958-464                Tape Cartridge                              1
203352-608                Arrow Tape Drive Cleaning Kit               1
203352-283                Genicom 2120 Keyboard/Printer               1
7271-964                  Box, Teleprinter Paper                      1
</TABLE>

681161CA/1:09/17/96                     5

<PAGE>



SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>
                           Spare Circuit Packs

  200110-099               Fuse 1/2 Amp                               1
  207630-042               Power Supply Shield                        1
  555020-125               Fuse, 3AG, 3A                              1
  555366-001               Switch, SPST                               1
  814288-526               Tape Diagnostic PWBA                       1
  814291-546               Tape Motion Cont. PWBA                     1
  814298-526               Tape Buffer PWBA                           1
  814439-056               PGC-1 PWBA                                 1
  814440-076               PGC-2 PWBA                                 1
  814441-056               MUX/DEMUX PWBA                             1
814462--036A               Power Supply PWBA                          1
 814463-026A               Power Supply PWBA                          1
  814539-026               CMOS Codec Comm. PWBA                      1
  814727-626               J2 Maintenance Processor                   1
  817113-086               Power Supply PWBA                          1
 817524-066A               LTC Interconnect PWBA                      1
 817560-626A               T1 Interface PWBA                          1
  817561-526               T1 I/F Control 1 PWBA                      1
  817562-566               T1 I/F Control 2 PWBA                      1
 817564-026A               Power Supply PWBA                          1
  817581-026               DS1 Terminator PWBA                        1
 817702-556A               TMRS Processor                             1
  822010-656               Tape Drive                                 1
</TABLE>

681161CA/1:09/17/96                     6


<PAGE>



SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>
                           Spare Circuit Packs (Cont.)
 822010-666                Tape Drive PVVBA                            1
 822015-536                Clock Generator (SNC) PWBA                  1
822024-036A                Power Monitor PWBA                          1
822033-596A                MCG -II PWBA                                1
822034-536A                Master Clock Dist. PVVBA                    1
822289-566A                TBI II PWBA                                 1
822723-556A                Data Link III PWBA                          1
822726-526A                HD MSA/SL PWBA                              1
822010-606A                MSDA Pwr & Alarm                            1
 822010-636                Disk Drive Assy                             1
822222-606A                DLI-II                                      1

                           Software Features

999948                     OCC Basic Features Package                  1
011219                     Trunks Automatic Routine Testing            1
011289                     Out of Svc Limit for Server Grp. Eq.        1
012970                     Glare Guard                                 1
018000                     Paginated Print-out                         1
026609                     Route Treatment Expansion                   1
053140                     Alarm Repeat Notification                   1
053150                     Alarm LSSGR Compliant                       1
053770                     Alarm Spurt Alarm During Transfer           1
056519                     Automatic Switch-Over                       1
</TABLE>


681161CA/1:09/17/96                     7


<PAGE>



Stromberg- Carlson

Installation Site: Los Angeles, CA

<TABLE>
<CAPTION>
                         DESCRIPTION                                              QTY
                         -----------                                             ----
<S>                     <C>                                                     <C>
ITEM 02                  SS7 HARDWARE & SOFTWARE

822057-526               Signaling System Controller                               2
822055-536               Communication Link Controller                             2
814742-586               Continuity Test PWBA                                      3
822723-556               Data Link III                                             2
003009                   Common Channel Signaling System                           1
003019                   Service Switching Point                                   1
003069                   CCS7 Link Pair Software                                   1

ITEM 02A                 SS7 SPARES

822057-526               Signaling System Controller                               1
822055-536               Communication Link Controller                             1

ITEM 03                  "A" LINKS

003069                   CCS7 Link Pair Software                                   1

ITEM 04                  Power Equipment

2029750593               7' x 23" Relay Rack                                       1
DDV85-19                 Exide DD Battery 765 AH                                   1
203352-588               Charger/Lorain/200A RHM200D50                             2

ITEM 05
                         Upgrade to Release 14.0                                   1
ITEM 06
                         De-Install at Calgary, pack                               1

</TABLE>

681161CA/1:09/17/96                    20

<PAGE>


                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                         DBA ATHENA INTERNATIONAL, I.LC
                            SITE: NEW YORK, NEW YORK

                                 LEASE PAYMENTS
             ADDENDUM TO LEASE AGREEMENT DATED June 25, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                         DBA ATHENA INTERNATIONAL, LLC.

<TABLE>
<S>                                                                      <C>                       <C>
EFFECTIVE DECEMBER 1,1996 (60 MONTHLY LEASE PAYMENTS)
     ORIGINAL VALUE OF EQUIPMENT                                           $451,430.34
     RATE FACTOR PER $ 1,000                                               S21,993
          ORIGINAL MONTHLY LEASE PAYMENT

EFFECTIVE MARCH 1,1997 (57 MONTHLY LEASE PAYMENTS REMAINING)
     ADDITION I                                                           $215,530.65
     RATE FACTOR PER. $ 1,000                                             $22,851
     ADDITION 1 MONTHLY LEASE PAYMENT                                     $ 4,925.09
          TOTAL MONTHLY LEASE PAYMENT                                                              $14,853.40

EFFECTIVE MAY 1,1997 (55 MONTHLY LEASE PAYMENTS REMAINING)
     ADDITION II                                                           $142,820.71
     RATE FACTOR PER $ 1,000                                               $22,984
     ADDITION II MONTHLY LEASE PAYMENT                                     $ 3,282.59
           TOTAL MONTHLY LEASE PAYMENT                                                              $18,135.99

EFFECTIVE SEPTEMBER 1,1997 (51 MONTHLY LEASE PAYMENTS REMAINING)
     ADDITION III                                                         $ 55,000.00
     RATE FACTOR PER $1,000                                               $24,391
     ADDITION III MONTHLY LEASE PAYMENT                                   $ 1,341.51
           TOTAL MONTHLY LEASE PAYMENT                                                              $19,477.50

EFFECTIVE NOVEMBER 1,1997 (49 MONTHLY LEASE PAYMENTS REMAINING)
     ADDITION IV                                                          $ 67,656.00
     RATE FACTOR PER $ 1,000                                              $25,183
     ADDITION IV MONTHLY LEASE PAYMENT                                    $ 1,703.78
            TOTAL MONTHLY LEASE PAYMENT                                                             $21,181.28
                                                                                                                 ':
</TABLE>


<PAGE>



                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
                            SITE: NEW YORK, NEW YORK

                           LEASE PAYMENTS (CONTINUED)


EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
EFFFECTIVE JANUARY 1, 1998 (50 MONTHLY LEASE PAYMENTS REMAINING)
    ADDITION V                                                     $ 23,909.20
    LEASE PAYMENTS ARE AS FOLLOWS:
    01/01/98-03/01/98                  $0
    04/01/98-02/01/2002                $21,811.99

SUMMARY OF TOTAL LEASE PAYMENTS:
         3 @ $ 9,928.31 = $ 29,784.93
         2 @ $14,853.40 = $ 29,706.80
         4 @ $18,135.99 = $ 72,543.96
         2 @ $19,477.50 = $ 38,955.00
         2 @ $21,181.28 = $ 42,362.56
         3@$ .0- =$ -0-
        47 @ $21,811.99 = $ 1,025,163.53
        63                $ 1,238,516.78
                                               ACCEPTED BY: /s/ Kevin H. Pollard
                                               DATE: March 2, 1998



<PAGE>



                             SCHEDULE 1 OF EXHIBIT A

                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

The Items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as-of June 25, 1996 between  TELECOMMUNICATIONS  FINANCE GROUP, as Lessor,
and ATHENA  INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA  INTERNATIONAL,  LLC, as
Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>
Equipment List
Number                  Description                                     Amount
--------------          -----------                                     ------
<S>                    <C>                                             <C>
      DCO-681098        A USED RELEASE 14 DCO-CS EQUIPPED AND        $448,000.00
                        WIRED FOR 2304 PORTS PER DCO-681093,
                        ISSUE 01, DATED 05/29/96. INCLUDES TOLL-
                        FREE NUMBER EXPANSION AND 4-DIGIT CIC
                        FEATURES INCLUDING INSTALLATION.
                        ENHANCED SS-7 WITH 800 PORTABILITY.
                        INCLUDES SS-7 BACKWARD CALL INDICATION
                        AND CIRCUIT IDENTIFICATION FEATURES.

                        ADDITIONAL INSTALLATION EFFORT                   1,736.00
                        FREIGHT                                          1,694.34
    TFG-97199           ADDITION I                                     215,530.65
    TFG-97217           ADDITION II                                    142,820.71
    TFG-97266           ADDITION III                                    55,000.00
    TFG-97293           ADDITION IV                                     67,656.00
    TFG-98017           ADDITION V                                      23,909.20
                                                                      -----------
                                                           TOTAL      $956,346.90
                                                           =====      ===========
</TABLE>

The above described equipment installed at:

60 Hudson Street, Suite M16, New York, New York 10013

                                         ACCEPTED BY: /s/ Kevin H. Pollard

                                         DATE:        March 2, 1998

                                                     Dated:    June 25, 1996
                                                     Revised:  February 6, 1997
                                                     Revised:  March 27, 1997
                                                     Revised:  July 31, 1997
                                                     Revised:  October13, 1997
                                                     Revised:  February 26, 1998


<PAGE>



EQUIPMENT LIST # TFG-98017                            DATED: February 26, 1998


COMPANY:        ATHENA INTERNATIONAL LTD. LIABILITY CO.
                ATHENA INTERNATIONAL, LLC
ADDITION:       V
SITE LOCATION:  NEW YORK, NEW YORK
<TABLE>
<CAPTION>
    PART NO./DESCRIPTION                  QUANTITY                      AMOUNT
    --------------------                  --------                      ------
    <S>                                   <C>                          <C>
         STN

    RESTRUCTURE CHARGES                                               $23,909.20
                                                                      ----------
                                     TOTAL                            $23,909.20
                                     =====                            ==========
</TABLE>


<PAGE>


EQUIPMENT LIST # TFG-97293                             DATED: October 13, 1997

COMPANY:    ATHENA INTERNATIONAL LTD, LIABILITY CO.
            ATHENA INTERNATIONAL, LLC
ADDITION:   IV
SITE LOCATION:  NEW YORK, NEW YORK

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                         OUANTITY                   AMOUNT
--------------------                         --------                   ------
<S>                                          <C>                       <C>
   SS-C

DTF-04 1152 PORT ADDITION PER
DCO-710018, ISSUE 1, DATED 01/03/97
(S.O.#072299) AS FOLLOWS:

    MATERIAL                                  1 LOT                  $58,118.00
    INSTALLATION                                                       7,900.00
    FREIGHT                                                            1,638.00
                                                                     ----------
                                         TOTAL                       $67,656.00
                                         =====                       ==========
</TABLE>


<PAGE>


SIEMENS
Stromberg-Carlson

Installation Site: New York, NY

<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION                                        QTY
-----------           -----------                                        ---
<S>                   <C>                                                <C>
                                     ITEM 01

                       DTF-04
                       ------
817577-900             MG Basic DTF Assembly                             1
817577-901             MG, DS1 Host CUA                                  6
817577-902             MG, Basics PWBAs DS1 CUA                          6
207600-225             Frame Weldment                                    1
207800-079             Pkg Assy Front Door Mtg Hardware                  1
207800-080             Pkg Assy Rear Door Mtg Hardware                   1
207600-158             Door Assembly, Right I/0                          2
207600-159             Door Assembly, Left I/O                           2
207600-721             PWBA Guide                                        6
817560-606             PWBA, T1 Interface                               48
817577-917             MG Blower w/Fan Alarm, Base                       1

                       PRT-00

817576-938             Mod Group, Circuit Breaker                        2

                       Miscellaneous

  DSX-DR19             Cross Connect Panel                              2
  DOC-ADD              Additions Documentation                          1
</TABLE>


710018NY/1:02/06/97                     1


<PAGE>



EQUIPMENT LIST # TFG-97266                                 DATED: July 31, 1997

COMPANY:         ATHENA INTERNATIONAL LTD. LIABILITY CO.
                 ATHENA INTERNATIONAL, LLC
ADDITION:        III
SITE LOCATION:   NEW YORK, NEW YORK

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                           QUANTIY                   AMOUNT
--------------------                           -------                   ------
         SS- C
<S>                                            <C>                      <C>
RELEASE 15.0 UPGRADE PER DCO-710025,
ISSUE 1, DATED 04/08/97; EXPANSION OF
ROUTE GUIDE INDEXES, FEATURE #820398
(S.O.#072809) AS FOLLOWS:

     MATERIAL                                   1 LOT                   $50,000.00
     INSTALLATION                                                         5.000.00
                                                                        ----------
                                     TOTAL                              $55,000,00
                                     =====                              ==========
</TABLE>


<PAGE>




EQUIPMENT LIST # TFG-97217                            DATED: March 27, i997

COMPANY:        ATHENA INTERNATIONAL LTD. LIABILITY CO.
                ATHENA INTERNATIONAL, LLC
ADDITION:       II
SITE LOCATION:  NEW YORK, NEW YORK

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                            QUANTITY                AMOUNT
--------------------                            --------                ------
         SS-C
<S>                                            <C>                     <C>
DTF-03, 1152 PORT ADDITION PER
DCO-710001, ISSUE  2, DATED 01/03/97
(S.O.#070921) AS FOLLOWS:
    MATERIAL                                      1 LOT             $80,000.00
    INSTALLATION                                                      9,400.00
    FREIGHT                                                             980.00

INCREASED AUX TABLES #820085 PER
DCO-681151, ISSUE 01,  DATED  08/19/96
(S.O.#071524) AS FOLLOWS:
    MATERIAL                                      1 LOT              20,000.00

2 EJH PROCESSORS WITH 1 SPARE PER DCO-
7450001, ISSUE 01, DATED 10/17/96 (S.O.#071532)
AS FOLLOWS:
    MATERIAL                                      1 LOT              30,420.00
    INSTALLATION                                                      2,000.00
    FREIGHT                                                             20. 71
                                                                        ------
                                     TOTAL                         $142,820.71
                                     =====                         ===========
</TABLE>



<PAGE>


SIEMENS
Stromberg-Carlson


Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER          DESCRIPTION                                      QTY
-----------          -----------                                      ---
<S>                  <C>                                             <C>
                                  ITEM 0l

                        CMF-00, CCS-03
  822068-812            Diag. Grading Panel                             1
 822003-596A            PWBA, (2W) SI HDI                               4
  822002-526            PWBA, TSI PGH I/F                               4
  207800-482            Cable Assembly (TSI/PGH)                        4
 822005-546A            PWBA, (2VV) TPPO HDI                            2
 822006-566A            PWBA, TPP1                                      2
 822017-556A            PWBA, TPP2                                      2
                        DTF-03
  817577-900            MG Basic DTF Assembly                           1
  817577-901            MG, DS1 Host CUA                                6
  817577-902            MG, Basics PWBAs DS1 CUA                        6
  207600-225            Frame Weldment                                  1
  207800-079            Pkg Assy Front Door Mtg Hardware                1
  207800-080            Pkg Assy Rear Door Mtg Hardware                 1
  207600-158            Door Assembly, Right I/0                        2
  207600-159            Door Assembly, Left I/O                         2
  207600-721            PWBA Guide                                      6
  817560-606            PWBA, T1 Interface                             48
  817577-917            MG Blower w/Fan Alarm, Base                     1
</TABLE>


710001NY/2:01/03/97                     1

<PAGE>


SIEMENS
Stromberg-Carlson

Installation Site: New York, NY ,
PART NUMBER              DESCRIPTION                                 QTY
-----------              -----------                                 ---
                                  ITEM 01 (Cont.)
                         PRT-00
                         ------
817576-938               Mod Group, Circuit Breaker                    2

                         Miscellaneous

DSX-DR19                 Cross Connect Panel                           2
DOC-ADD                  Additions Documentation                       1

                                  ITEM 02

4-DDV85-19               Exide Battery 765 Amp Hour                    1

NOTE: This battery is normally provided when DTF-03 is added.

                                  ITEM 03

                         LTF-O0
                         ------
814574-992               MG Service Circuit CUA                         1
814574-995               PWBA Mod Group Basic PWBA                      1
207600-720               PWBA Guide                                     1
814742-536               PVVBA, Univ. Service Circuit                   5
814742-576               PWBA, (1W) Univ. Service Circuit               3
814571-766               PWBA (1W) Receiver NACT/EVACT                  3
814695-556               PWBA (1W) DTMF Dig. Sender                     2
814572-576               PWBA (1W) Dig. Sender TMF                      2


NOTE: In order to mount this CUA in LTF-00, the Line CUA in CUA position 00 will
      have to be removed.


710001NY/2:01/03/97                     2

<PAGE>

EQUIPMENT LIST # TFG-97199                              DATED: February 6, 1997

COMPANY:                  ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          ATHENA INTERNATIONAL, LLC
ADDITION:                 I
SITE LOCATION:            NEW YORK. NEW YORK

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                               QUANTITY             AMOUNT
--------------------                               --------             ------
       SS-C
<S>                                               <C>                  <C>
1152 PORT ADDITION PER DCO-681113,
ISSUE 01, DATED 07/01/96 (S.O.#070570)
AS FOLLOWS:
    MATERIAL                                         1 LOT          $82,000.00
    INSTALLATION                                                      9,400.00
    FREIGHT                                                             608.65

    REAL TIME ANI FEATURE #823435
    (S.O.#071803)                                    1 LOT           26,667.00

             THIRD PARTY VENDOR- ACTION TELCOM

    AMS PRIMARY SYSTEM, NAMS SECONDARY SYSTEM,
    AVAS-AUTOMATED VOICE ALARMING SYSTEM, TCP/IP
    PACKAGE, NETPLAN - LERG (SEE ATTACHED EQUIPMENT
    LIST)                                            1 LOT           96,855.00
                                                                     ---------
                                      TOTAL                        $215.530.65
                                      =====                        ===========
</TABLE>


<PAGE>



Stromberg-Carlson

Installation Site: New York, NY

<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                                QTY
-----------                 -----------                                ---
<S>                         <C>                                       <C>
                            Switching Equipment

                            ITEM 01
                            DTF-02
                            ------
 817577-900                 DTF Frame Assembly                          1
 817577-901                 DS-1 Host CUA                               6
 817577-902                 DS-1 Basic PWBAs                            6
 817560-626                 T-1 Interface PWBA                         48
 207600-225                 DTF Frame Assembly                          1
207600-721A                 Card Guide                                  6
 207800-079                 Front Door Mounting                         1
 207800-080                 Rear Door Mounting                          1
 207600-158                 Right Door                                  2
 207600-159                 Left Door                                   2
 817577-924                 Base Mount Blower Assembly                  1

                            LTF-01

814574-900                  LTF Frame Assembly                          1
814574-901                  Supervisory Panel                           1
814574-904                  Ejector Bar                                 2
814574-903                  Terminator Assembly                         1
207600-720                  Card Guide                                  1
207600-210                  LTF Frame Package                           1
207800-014                  Terminal Block Assembly                     1

</TABLE>

681113NY/1:07/01/96                    2


<PAGE>


Stromberg-Carlson
Installation Site: New York, NY

<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                                QTY
-----------                 -----------                                ---
<S>                         <C>                                       <C>
                             Switching Equipment

                             ITEM 01

                             LTF-01 (Cont.)
814574-992                   Universal Service CUA                      1
814574-995                   Basic PWBAs                                I
814742-576                   Digital DTMF Receiver PWBA (FOC)           1
814571-686                   Digital TMF Receiver PWBA                  3
814572-576                   Digital TMF Sender PWBA                    3
814895-556                   Digital DTMF Sender PWBA                   3
814643-596                   Digital DTMF Receiver PWBA                17
207600-160                   Front Door Mounting                        1
207600-471                   Rear Door Mounting                         1
207600-158                   Right Door                                 2
207800-159                   Left Door                                  2

                             CMF
814095-616                   Service Group Diag, PWBA                   1
822003-596                   1024 Port TSI PWBA                         4
822002-526                   TSI/PGH Interface PWBA                     4
207800-482                   TSI/PGHGP Cable                            4
822005-546                   TPP 0 PWBA                                 2
822006-576                   TPP 1 PWBA                                 2
822017-566                   TPP 2 PWBA                                 2
822068-811                   Diag. Grading Panel CCS-02                 1
</TABLE>


681113NY/1:07/10/96                    3


<PAGE>


Installation Site: New York, NY

<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                                QTY
-----------                 -----------                                ---
<S>                         <C>                                       <C>
                            Switching Equipment

                            ITEM 01

                            PRT

817576-938                  Circuit Breaker                             4

                            MISCELLANOUS

4-24419-0290                DSX Panel, ADC DSX-DR 19                    2
PJ716                       8antem Patch Cord                           8
DOC.ADD                     Additions Documentation                     1
</TABLE>



681113NY/1:07/10/96                    4

<PAGE>



                          ACTION TELCOM EQUIPMENT LIST

        >>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<

CUSTOMER: Athena                              PROJECT CODE
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: (   )                 FAX: (   )
SITE LOCATION:
SITE ADDRESS:
SITE PHONE#: VOICE: (   )            FAX:  (   )        NAMS: (   )
SWITCH TECH:
SYSTEM NAME:
PURCHASE DATE:              STARTUP DATE:        WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name:                    Password:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Key   Make                       Model #                 Serial #          I/O   IRQ    ADDR  STK
---------------------------------------------------------------------------------------------------
<S>   <C>                       <C>                      <C>               <C>   <C>    <C>  <C>
AC    ACER                       4166                    1900022075
KB    ACER                       6311-K                  K6366280752P
MON   ACER                       7134-T                  M3TP61113253
VC    PCI
HDC   Adaptec Built-in           AIC7870P                719411
HD    IBM                        DHFS                    M1A63 B94666     ID =3(4-GB)
HD    IBM                        DHFS                    EC486509         ID =0(4-GB)
HD    IBM                        DHFS                    B81929           ID =1(4-GB)
FD    Mitsumi. (1.44)            D359T5                  3170675
YD    Panasonic(1.2)             JU-475-5                00197599
TD    Tandberg                   TDC-42222               42205208                       ID=2
SL1   Digi Host Ad               (1P)77000218            095251179
SL1   Digi Conc.                 (1P)70000666            09525179
X25   SWG                        SGX                     10870            300   15      D0000
X25   SWG                        SGX-Daughter            N/A
PRN   Epson                      LP-870                  40U1133226              7      3bc-3be
NET   RACAL PCI                  Interlan T2             0207011BEAFC           14      PCI Slot 1
SER   ACER                       Built-in                Com 1/Com 2            4/3     3fS/2fS
CD    NEC                        CDR222                  5X012024212
DIA   AVAS                       D/21D                   CG209544                5      D2000
P/S   DELTA                      DPS35OEB                Y2622003618
</TABLE>

I/P ADDRESS=
~MORY=
EED=

<PAGE>

<TABLE>
<CAPTION>
SOFTWARE: Primary
--------------------------------------------------------------------------------
Key     Make                   Serial #                Activation Key #
--------------------------------------------------------------------------------
<S>     <C>                    <C>                    <C>
        SCO UNIX Sys           2DC030716               ollnxocm
        FoxPro--V2 6           N/A
NAMS    ATC NAMS II            N/A
TERM    Century                CSU150754U3
NETCOM  II version 4.5.3a      net25828                Tc08al50e NOTES:
</TABLE>
NOTES:

--------------------------------------------------------------------------------
         >>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
--------------------------------------------------------------------------------
CUSTOMER: Athena

SITE LOCATION: Denver

STEM NAME:

SECONDARY SYSTEM EQUIPMENT:              Name:              Password:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Key    Make                    Model #           Serial #                I/O    IRQ   ADDR   STK
------------------------------------------------------------------------------------------------
<S>    <C>                     <C>              <C>                     <C>     <C>   <C>    <C>
PC     ACER                    F520HB            1900022536
KB     ACER                    6311-K            K6366200166 P
MON    ACER                    7134T             M3TP62407942
vc                             ET4W32-5          0167237
HDC    Adaptec (On-Board)      AIC-7870P         719411
HD     IBM                     DORS-32160        11S46H6072ZIM0002T6484
FD     Mitsumi (1 44)          D359Tss           2974189
FD     Panasonic (1 2)         JU-475-5          00026718
CD     Sony                    CDU-76S           5032202
TD     Tandberg 2.SGB          TDC 4220          42205084                               id=2
X25    SWG                     SGX               10880
NET    RACAL                   Interlan PCI      T2 0207011C0368
SER    ACER (Built-in)
Power Supply                   DPS-2OOBP-8       S46150422818
</TABLE>

I/P ADDRESS=
MEMORY=

SOFTWARE: Secondary

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
 Key    Make                   Serial #                    Activation Key #
-------------------------------------------------------------------------------
<S>    <C>                    <C>                         <C>
OS      SCO UNIX sysV          2DG004883                   Ivdjvdej
NAMS    ATC NAME II            [illegible]                 [illegible]
</TABLE>

<PAGE>

COMMUNICATIONS EQUIPMENT:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Key   Make                     Model #                   Serial #
-------------------------------------------------------------------------------
<S>   <C>                     <C>                       <C>
DSU   DDC                      VRT-1  (Stat-Mux)
DSU   DDC                      VRT-1  (Stat-Mux)

DSU   DDC                      VRT-1  (X.25 Link)
DSU   DDC                      VRT-1  (X.25 Link)

Modem Multitec                 MT2834ZDX (Primary)       442500.3
Modem Multitec                 MT2834ZDX (Secondary)     4425001
</TABLE>


                         LOG: ATHENA Primary & Secondary

Unpack  and  set  up  equipment.  Perform  operational  checks.  KP  Disassemble
equipment as necessary to obtain and log serial numbers from  individual  boards
and  components.  Gather and log software  serial numbers and  activation  keys.
Configure  and install  AVAS,  X25 boards and  reassemble  equipment.  Performed
operational checks. JR

Secondary:  Verified OS version. Performed SCRATCH and RECHECK RC modifications.
Checked  serial  and  parallel  ports.  Removed  and  reinstalled  tape  device.
Configured printer.  Made Root & Boot and tape backup.  Tuned shell and relinked
kernel. Installed software drivers for SGX and Dialogic boards. Loaded Where and
CLS programs. Installed TERM and NAMS. KP

Also modified gettdefs and changed IRQ on Racal network card to 14 and made ALAD
driver and Boot disk, EISA Configuration Utility disk.


<PAGE>

Installation Site: New York, NY

                                                        ITEM O1
<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION                                QTY
-----------           -----------                                ----
<S>                  <C>                                         <C>
                      Switching Equipment

                      Line Trunk Frame (LTF)
OCCSLTFFRM            Line Trunk Frame                            1
814742-566            Diagnostic Test Gen/Monitor                 1
LTFDOORS              LTF Doors, Front & Rear                     1
LINGRPCUA             Line Group CUA (LTF)                        1
SLTFUTSCUA            Trk/Svc Ckt CUA Grp                         I
SLTFUSCUA             Svc Ckt CUA Grp                             6
814571-706            Digital TMF Rcv. (2/PWBA)                  33
814572-576            Digital Sender (TMF/SATT)                   9
814695-556            Digital DTMF Sender                         9
814643-596            Digital DTMF Receiver                      36
814742-576            (FOC) Digital DTMF Receiver                 6
814574-936            2-Wire E&M Trunk PWBA                       2
814574-932            Loop Trunk, Reverse Batt PWBA               1

                      Digital Trunk Frame (DTF)
OCCSDTFFRM            Digital Trunk Frame                         2
DTFDOORS              DTF Doors, Front & Rear                     2
SDS1HSTCUA            DS1 Host Ckt CUA                           12
817560-626A           T1 interface PWBA                          96
817577-917A           Blower Assembly w/fan Alarm                 2
</TABLE>


                                        1


<PAGE>


Installation Site: New York, NY

                                                        ITEM O1
<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION                                QTY
-----------           -----------                                ----
<S>                  <C>                                         <C>
                      Switching Equipment

                      Control  & Maintenance Frame (CMF)-
   SCMFOCC            Control & Maint Frame                        1
  CMFDOORS            CMF Doors, Front & Rear                      1
822068-819            DLI Transfer                                 1
814635-086            PWBA Ring (N+1)                              1
814721-666            Serial Line Unit PWBA                        1
822010-676            Disk Drive Assy                              2
822010-656            Tape Drive                                   1
817702-556            Traffic Measurement/Rec                      1
817620-556            MSA PWBA                                     1
814727-626            J2 Maintenance Processor                     1
822010-606            Power & Alarm PWBA                           1
817680-606A           BMUX PWBA                                    1
822222-606A           DLI-II                                       1
TSIPWB17              TSI PWBA                                     8
822702-536A           PXAM II - 4MB                                2
822727-696A           J-Processor (8MB)                            2
814770-656            PXA Memory PWBA 1/Mbyte                      1
TPPOPWB17             TPP PWBA (Sectors 0)                         1
OCCSNCS               Sync Network Clock (Slave)                   1
822718-596            Feature Processor (PWBA)                     2
814095-626            Service Group Diag. PWBA                     1
OCCTAPE               Tape Control PWBAs                           1
814722-216A           RS232 Interface Module                       7
</TABLE>

                                       -2-

<PAGE>

INSTALLATION SITE: NEW YORK, NY

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION                                QTY
-----------           -----------                                ----
<S>                  <C>                                         <C>
                      Switching Equipment
                      Power & Test Frame (PRT)
     SPRTF            Power Ringing & Tst Fr                      1
  PRTDOORS            PRT Doors, Front & Rear                     1
817576-938            Circuit Breaker 100 Amp                     9
814475-036            Alarm Sender PWBA                           1
817576-912            Basic Cabinets & MTG for N+1)               1
814629-904            Ringing Generator (20 Hz)                   1
817576-934            200VA DC/AC Non-Redund. Invtr               1
814215-820            Cook 4 Chart Announcer (NTSM)               1
203352-681            4 Channel Announcer                         I

                      Automatic Message-Accounting
SAMAFRM               AMA Frame                                   1
AMADOORS              AMA Doors Rear                              1
814421-908            Cook 1600 BPI Tape Drives (2)               2
814421-909            Cook 1600 BPI Strapping                     2


                      Miscellaneous
4-24419-0290          DSX Pnl-ADC DSX-DR 19 w/cord                4
PJ716                 Bantam Patch Cord                          16
2200B                 Channel Access Unit                         1
203352-645            9600 Full Duplex Modems                     1
202975-592            7' x 19" Relay Rack                         1
207800-284            Installation Material                       1
200110-119            Fuse I 1/3 amp                             20
200110-129            Fuse 3 amp                                 10
200110-429            Fuse 10 amp                                 5
200110-139            Fuse 5 amp                                 10
</TABLE>

                                       -3-


<PAGE>

Installation Site: New York, NY

                                                        ITEM O1
<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION                                QTY
-----------           -----------                                ----
<S>                  <C>                                         <C>
                     Switching Equipment

                     Miscellaneous (cont.)
SD0000               Std System Documentation                      1
D0001                Specifications, Paper                         2
D0002                Site Drawings, Paper                          2
203352-600           Hendry Filtered Fuse Panel                    1
207630-911           Modem Eliminator OCC                          2
207630-901           PKG Assy/Modem Eliminator                     4
                     Superstructure & Cabling                      1

                     Battery Distribution Frame

814053-043A          7ft Battery Discharge Frame                   1
207521-733           Shield                                        1

                     Power Equipment
                     (Separate Item)

                     Distribution Frame Equipment

5065-8               Term Blocks Newton 8 x 26                     4
5054                 Newton Bracks (1 per 2 blks)                  2

                     Maintenance & Administration Equipment

202958-464           Tape Cartridge                                1
203352-608           Arrow Tape Drive Cleaning Kit                 1
203352-677           ADDS Video Terminal                           1
203352-283           Genicom 2120 Keyboard/Printer                 1
7271-964             Box, Teleprinter Paper                        I
</TABLE>

                                       -4-

<PAGE>


Stromberg-Carlson                                         Date: June 12, 1996

Installation Site: New York, NY
                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION                                QTY
-----------           -----------                                ----
<S>                  <C>                                         <C>
                        Spare Circuit Packs
200110-099              Fuse 1/2, Amp                            1
207630-042              Power Supply shield                      1
555020-125              Fuse, 3AG, 3A                            1
555366-001              Switch, SPST                             1
814288-526              Tape Diagnostic PWBA                     1
814291-546              Tape Motion Cont. PWBA                   1
814298-526              Tape Buffer PWBA                         1
814439-056              PGC-1 PWBA                               1
814440-076              PGC-2 PWBA                               1
814441-056              MUX/DEMUX PWBA                           1
814462-036A             Power Supply PWBA                        1
814463-026A             Power Supply PWBA                        1
814539-026              CMOS codec Comm. PWBA                    1
814727-626              J2 Maintenance Processor                 1
817113-086              Power Supply PWBA                        1
817524-066A             LTC Interconnect PWBA                    1
817560-626A             T1 Interface PWBA                        1
817561-526              T1 I/F Control 1 PWBA                    1
817562-566              T1 I/F Control 2 PWBA                    1
817564-026A             Power Supply PWBA                        1
817581-026              DS1 Terminator PWBA                      1
817702-556A             TMRS Processor                           1
822010-656              Tape Drive                               1
822010-666              Tape Drive PWBA                          1
822015-536              Clock Generator (SNC) PWBA               1
822024-036A             Power Monitor PWBA                       1
822033-596A             MCG - II PWBA                            1
822034-536A             Master Clock Dist. PWBA                  1
822289-566A             TBI II PWBA                              1
</TABLE>

                                        5

<PAGE>


Installation Site: New York, NY
                                                        ITEM O1
PART NUMBER           DESCRIPTION                                QTY
-----------           -----------                                ----
                      Spare Circuit Packs (Cont.)
822723-556A           Data Link III PWBA                           1
822726-526A           HD MSA/SL PWBA                               1
822010-606A           MSDA Pwr & Alarm                             1
822010-636            Disk Drive Assy                              1
822222-606A           DLI-II                                       1

                      Software Features

999948                OCC Basic Features Package                   1
011219                Trunks Automatic Routine                     1
                      Testing

011289                Out of Svc Limit for Server                  1
                      Grp. Eq.
012970                Glare Guard                                  1
018000                Paginated Print-out                          1
026609                Route Treatment Expansion                    1
053140                Alarm Repeat Notification                    1
053150                Alarm LSSGR Compliant                        1
053770                Alarm Spurt Alarm During                     1
                      Transfer

056519                Automatic Switch-Over                        1
146339                TMRS LSSGR Format                            1
146429                TMRS Additional Matrix                       1
                      Elements

146439                TMRS Additional Cell Grouping                1
                      Registers
146449                TMRS Separations Summary                     1
                      Reporting
146459                TMRS Expanded Separations                    1
                      Reporting

                                       -6-


<PAGE>

Installation Site: New York, NY

                      DESCRIPTION                               QTY
                      -----------                               ---

ITEM 02               887 HARDWARE & SOFTWARE .
-------               -------------------------

822057-526            Signaling System Controller                  2
822055'-536           Communication Link Controller                2
814742-586            Continuity Test PWBA                         3
003009/               SS-7 Software                                1
003019

003069                Link Pair Software                           2
826210                SS7 Optional Backward Call                   1
                      Indication

826220                SS7 Circuit Identification                   1

                      (This Item is included in Item 01)

ITEM 02A              SS7 SPARES
--------              ----------

822057-526            Signaling System Controller                  1
822055-536            Communication Link Controller                1

                      (This Item is included in Item 01)

ITEM 03                NAMS II
-------                -------
NAMS II                Used NAMS II from ISI Site                  1

ITEM 03A               "A" LINKS
--------               ---------

003069                 "A" Links                                   1
                       (maximum additional available
                        is 11)

ITEM 04                "A" LINK CONSOLIDATION FEATURE
-------                ------------------------------
003029                 "A" Link Consolidation                      1


                                     - 20 -

<PAGE>
                                Betty Kayton
                                Highpoint International Telecommunications, Inc.

JUWUL                   FAX     650-943-54480
-----
X 4415
                        From:   Nikki Vavreck Tuttle

                        Date:   November 30, 1998

                        Pages:  4, including cover sheet.

                                Betty:

                                 Jeff Boggs  requested  that the  attached  open
                                 invoices be faxed to you.  FYI all  invoices up
                                 to and including the invoices due 11/01/98 have
                                 been paid in full by Athena International, LLC.

                                 Should you have any questions, please feel free
                                 to give me a call.

                                 Nikki V. Tuttle

                                                              12/15/98 Nikki WRC
                                                              LMRC Name Change

                        From the desk of...

                       Nikki Vavreck Tuttle
                                 Accountant
           Telecommunications Finance Group
                          400 Rinehart Road

                        Lake Mary, FL 32746

                          Fax: 407-942-5093


<PAGE>

Remit to:
400 Rinehart Road                                   DATE         INVOICE NO.
Lake Mary, FL 32746                               11/10/98        18516447

      TO                                     EQUIPMENT INSTALLED AT:
      701 Poydras St,                        Suite 966
      Suite 675                              Denver, CO 80202-2928
      New Orleans,  LA  70139                County: Denver

<TABLE>
<CAPTION>


                                    CUSTOMER #          DUE DATE            FROM              TO                  LEASE NO.
                                       66073             12/1198           11/2/98         12/01/98                185164
                                                                                                                   AMOUNT
<S>                                    <C>               <C>               <C>             <C>                     <C>

           Please refer to attached Open Invoice Detail Report for
           TOTAL AMOUNT DUE including all past due invoices

           EQUIPMENT ON LEASE

           CURRENT PERIOD

Equipment Rental for Stromberg Carlson                                                                              37,258.01
Digital Central Office Carrier Switch

Remaining deposit of $l6,859.47 to be applied to the final
installment or future additions

State Tax @ 3.00%                                                                                                    1,117.74
Local Tax @ 3.50%                                                                                                    1,304.03
Transit Tax @ 0.80%                                                                                                    298.06


Enclose duplicate Copy Of invoice with your remittance.
Direct billing inquiries to (407) 942-5781                                                            TOTAL         $39,77.84
</TABLE>




<PAGE>

Telecommunications Finance Group                                    INVOICE

Remit to:                                           DATE             INVOICE NO.
400 Rinehart Road
Lake Mary, FL 32746                               11/10/98             18520125



         TO                                       EQUIPMENT INSTALLED AT;
         Athena International, LLC                60 Hudson Street
         701 Poydras St.                          Suite MI6
         Suite 675                                New York, NY 10013
         New Orleans, LA 70139                    County:  New York
<TABLE>
<CAPTION>
                                     CUSTOMER #    DUE DATE          FROM              TO            LEASE NO.
                                       66073       12/1/98          11/2/98          12/01/98          185201

                                                                                                                     AMOUNT
<S>                                    <C>         <C>  <C>         <C>  <C>         <C>   <C>         <C>
Please refer to attached Open Invoice Detail Report
TOTAL  AMOUNT DUE including all past due invoices

EQUIPMENT ON LEASE

CURRENT PERIOD

Equipment Rental for Siemens Stromberg - Carlton                                                                    21,811.99
Digital Central Office Carrier Switch


County Tax @ 4.00%                                                                                                     872.48
State Tax @ 4.00%                                                                                                      872.48
Transit Tax @ 0.25%                                                                                                     54.53

Enclose duplicate copy of invoice with your remittance.
Direct billing Inquiries to (407) 942-5781                                                              Total      $23,611.48
</TABLE>


<PAGE>

Telecommunications Finance Group                                        INVOICE

Remit to:
400 Rinehart Road                                              DATE  INVOICE NO.
Lake Mary, FL 32746                                          11/10/98 18521219


 TO                                                     EOUIPMENT INSTALLED AT:
 Athena International, LLC.                             800 West Sixth Street
 701 Poydras St.                                        Los Angeles, CA 90007
 Suite 675                                              County: Los Angeles
 New Orleans, LA 70139

<TABLE>
<CAPTION>
       CUSTOMER #          DUE DATE                 FROM         TO                  LEASE NO.
        66073               12/1/98                11/2/98    12/01/98                185212
<S>     <C>                 <C>                    <C>        <C>                     <C>
                                                                                      AMOUNT

Please  refer to attached  Open Invoice  Detail  Report for
TOTAL AMOUNT DUE including all past due invoices

EQUIPMENT ON LEASE

CURRENT PERIOD

Equipment Rental for SIEMENS Stromberg - Carlson                                    19,401.61
Digital Central Office Carrier Switch &
Peripheral Equipment


State Tax @ 6.25%                                                                    1,212.60
Transit Tax @ 1.00%                                                                    194.02
County Tax @ 1.00%                                                                     194.02

Enclose duplicate copy of invoice with your remittance.
Direct billing inquiries to (407) 942-5781.                                  Total $21,002.25

                                                                                           ** TOTAL PAGE.004 **
</TABLE>


<PAGE>



                        Telecommunications Finance Group

  400 Rinehart Road o Lake Mary, FL 32746 o (407) 942-5094 o Fax, (407 942-5093

                                                              November 30, 1998

Athena International, Ltd. Liability Co. (Athena)
701 Poydras Street
675 One Shell Square
New Orleans, LA 70139

Advantage Capital Partners II Limited Partnership,
Advantage Capital Partners III Limited Partnership,
Advantage Capital Partners IV Limited Partnership, (collectively "Advantage")
909 Poydras Street, No. 2230
New Orleans, LA 70112

Highpoint International Telecom, Inc. (Highpoint)
1890 Shoreline Blvd.
Mountain View, CA 94043-1320

Re:      Equipment Leases Entered into July 25, 1994, June 25, 1996, and October
         31,  1996,   Between   Telecommunications   Finance  Group  and  Athena
         International,  Ltd. Liability Co. Covering Certain Siemens Information
         and  Communication   Networks,   Inc.  Switching  Equipment  and  Other
         Peripheral  Equipment  as More  Particularly  Described  in the  Leases
         (Leases)

Dear Sir or Madam:

Based  on  discussions   among  the  addressees  and  Siemens   Information  and
Communication  Networks,  Inc.,  successor  by way of merger to Siemens  Telecom
Networks,  formerly known as Siemens Stromberg-Carlson,  and operating under the
name of Telecommunications Finance Group (TFG), TFG understands that as a result
of certain Asset Purchase,  Agreement dated November 13, 1998, between and among
the  addressees  (Purchase  Agreement)  Athena  desires  to assign the Leases to
Advantage who, in turn,  desires to assign the Leases to Highpoint.  This letter
shall serve as TFG's  consent to such  assignment  and release of each of Athena
and Advantage from any and all present and future  obligations  under thc Leases
provided the following conditions are met:

         1.  Highpoint shall be the ultimate  assignee and the assignments shall
             be effective on or before December 15, 1998.

         2.  Highpoint agrees to be bound by and promptly pay,  perform,  assume
             and  discharge any and all  obligations  of lessee under the Leases
             following assignment,  notwithstanding any contrary or inconsistent
             provisions of the documents of assignment.

         3.  Highpoint  shall  indemnify  and hold TFG  harmless  and,  at TFG's
             election,  shall  defend TFG,  its  employees,  agents,  officers,'
             successors  and  assigns  from  any  and all  claims,  liabilities,
             reasonable costs, damages,  reasonable expenses and attorney's fees
             resulting


<PAGE>

             from  or  attributable  to  Highpoint's   failure  to  perform  the
             obligations assumed by it under the Leases, which obligations shall
             constitute all obligations set forth under the Leases commencing as
             of the assignment of the Leases to Highpoint.

         4.  Advantage and  Highpoint  agree that all terms and  conditions  of.
             Software  License  Agreement  (Exhibit  B  to  Leases)  apply,  and
             furthermore Highpoint agrees to execute promptly upon completion of
             the  assignments  a new  Software  License  Agreement  in the  form
             attached  hereto as  Attachment  1 to become a new Exhibit B to the
             Leases.

         5.  Highpoint  shall  cause its parent,  Highpoint  Telecommunications,
             Inc., to execute simultaneously with execution of the assignments a
             guaranty in the form attached hereto Attachment 2.

         6.  Receipt by TFG of all  payments due under the Leases up to the date
             of assignment.

         7.  Highpoint  will execute and deliver to TFG all necessary  documents
             (security  forms,  secretarial   certificates,   etc.)  immediately
             following the assignment.

         8.  This  Agreement may be executed in multiple  counterparts  with the
             same effect as if all signing parties had signed the same document.
             All  counterparts  shall be construed  together and  constitute the
             same instrument.  Telecopied signatures shall be deemed to have the
             authenticity and validity of original signatures.

By signing in the space provided below,  Advantage and Highpoint acknowledge and
accept the above conditions.

Telecommunications Finance Group

By: /s/ Jeffrey D. Boggs
   --------------------------------

Title: Director, Credit & Leasing
      -----------------------------

Print Name: Jeffrey D. Boggs
           ------------------------

Highpoint International Telecom, Inc.    Advantage Capital Partners II Limited
                                         Partnership

By: /s/ David Warnes                     Advantage Capital Partners III Limited
   --------------------------------      Partnership
   Its authorized representative
                                         Advantage Capital Partners IV Limited
                                         Partnership

Title:                                   By:
      -----------------------------         -----------------------------------
Print Name:  David Warnes                      Its authorized representative
           ------------------------
                                         Title:
                                               --------------------------------
                                         Print Name:
                                                    ---------------------------

<PAGE>


             from  or  attributable  to  Highpoint's   failure  to  perform  the
             obligations  assured by it under the Lease which  obligations shall
             constitute all obligations set forth under the Lease  commencing as
             of the assignment of the to Highpoint

         4.  Advantage  and  Highpoint  agree that all terms and  conditions  of
             Software  License  Agreement   (Exhibit  B  to  lease)  apply,  and
             furthermore Highpoint agrees to execute promptly upon completion of
             all  assignments,  and new Software  License  Agreement in the form
             attached  hereto as  Attachment  I to become a new Exhibit B to the
             Lease.

             Highpoint  sha11  cause its parent,  Highpoint  Telecommunications,
             Inc., to execute simultaneously with execution of the assignments a
             guaranty in the form attached hereto as Attachment 2.

         6.  Receipt by TFG of all  payments  due under the Lease up to the date
             of assignment

             Highpoint  will execute and deliver to TFG all necessary  documents
             (security  forms,  secretarial   certificates,   etc.)  immediately
             following the assignment.

         8.  This  Agreement may be executed in multiple  counterparts  with the
             same effect at if all signing parties had signed the same document.
             All  counterparts  shall be construed  together and  constitute the
             same instrument.  Telecopied signatures shall be deemed to have the
             authenticity and validity of original signatures.

By signing in the space provided below,  Advantage and Highpoint acknowledge and
accept the above conditions.

Telecommunications Finance Group

By: /s/ Jeffrey D. Boggs
   --------------------------------

Title: Director, Credit & Leasing
      -----------------------------

Print Name: Jeffrey D. Boggs
           ------------------------

Highpoint International Telecom, Inc.    Advantage Capital Partners II Limited
                                         Partnership

By:                                      Advantage Capital Partners III Limited
   --------------------------------      Partnership
   Its authorized representative
                                         Advantage Capital Partners IV Limited
                                         Partnership

Title:
      -----------------------------
Print Name:                              By: /s/ Steven T. Stull
           ------------------------         --------------------------------
                                         Title: President
                                               -----------------------------
                                         Print Name: Steven T. Stull
                                                    ------------------------

<PAGE>



                                    GUARANTY

Guaranty made this 30 day of Nov. , 1998 by Highpoint Telecommunications,  Inc.,
a Canadian  corporation with main offices located at 999 West Hastings it #1030,
Vancouver,  BC V6C 2W2, herein referred to as Guarantor,  to Siemens Information
and Communication  Networks,  Inc., AKA  Telecommunications  Finance Group, with
offices located at 400 Rinehart Road, Lake Mary, Florida 32746,  herein referred
to as Obligee.

                                   SECTION ONE
                              STATEMENT OF GUARANTY

As  an  inducement  to  Obligee  to  consent  to  the  assignment   from  Athena
International Ltd. Liability Co. dba Athena International,  LLC to Advantage and
ultimately to Highpoint International Telecom, Inc. (formerly Highpoint Capital,
Inc.) of a certain  leases dated July 25, 1994 and June 25, 1996 and October 31,
1996 (the "Leases") between Athena  International  Ltd. Liability Co. dba Athena
International,  LLC and  Obligee,  the  undersigned  Guarantor  irrevocably  and
unconditionally   guarantees  payment  when  due,  whether  by  acceleration  or
otherwise,  of the lease  payments,  and in all schedules or leases  assigned or
hereafter  entered into with Obligee and all the obligations and liabilities due
under such leases,  together with all interest  thereon and all attorneys' fees,
costs and expenses, in enforcing any such obligations and liabilities. The right
of recovery against Guarantor under this Guaranty is unlimited.

                                   SECTION TWO
                     ACKNOWLEDGEMENT OF ASSIGNMENT OF LEASE

The undersigned Guarantor acknowledges  assignment of the leases and consents to
such assignment, as well as any future assignments, and specifically agrees that
this  Guaranty  is  and  shall  be an  open  and  continuing  Guaranty  and  all
obligations  and  liabilities  to  which  it  applies  or  may  apply  shall  be
conclusively presumed to have been created in reliance hereon and shall continue
in full force and  effect,  notwithstanding  an)' (a) change in rentals or other
obligations  under  the  lease,  (b)  renewals,   modifications,   additions  or
extensions  thereto  or  extensions  of time to perform  any of the  obligations
thereunder.

The  undersigned  Guarantor  specifically  waives  notice  of any such  changes,
renewals, modifications, additions, extensions or of any default by the Lessee.

The undersigned  Guarantor further agrees and consents to any assignment of this
Guaranty,  in which event it shall  ensure to the  benefit of any such  assignee
with the same force and effect as though the  assignee  was  specifically  named
herein, and waives any notice of any such assignment.

                                  SECTION THREE
                              EFFECT OF INVALIDITY

No  invalidity,   irregularity  or  unenforceability  of  all  or  part  of  the
obligations and liabilities hereby guaranteed or of any security therefore shall
affect,  impair or be a defense to this  Guaranty.  This  Guaranty  is a primary
obligation of the undersigned Guarantor.

                                  SECTION FOUR
                                  GOVERNING LAW

This  instrument  shall be deemed to have been made in the  County of  Seminole,
State of Florida,  and shall be interpreted  in accordance  with the laws of the
State of Florida.

As part of the  consideration  for the assignment of the lease,  the undersigned
Guarantor  agrees that any and all actions or  proceedings  arising  directly or
indirectly from this Guaranty shall be litigated in courts having a situs within
the State of Florida.

<PAGE>

The undersigned  Guarantor consents to the jurisdiction of any local,  state, or
federal court located within the State of Florida,  and waives personal  service
of any and all  process,  and  consents  that all such service of process may be
made by certified or registered mail, return receipt requested,  directed to the
undersigned at the address first stated above.

                                  SECTION FIVE
                                 BINDING EFFECT

This  Guaranty  shall  bind the  respective  heirs,  executors,  administrators,
successors, and assigns of the undersigned Guarantor.

In witness  whereof,  Guarantor  has executed  this Guaranty at the day and year
first above written.

                                              HIGHPOINT TELECOMMUNICATIONS, INC.

                                              By: /s/ Robin Brown
                                                 ------------------------------

                                                         Robin Brown V.P.
                                                 -------------------------------
                                                          (Name and Title)

                                               Date Signed:      12/04/98
                                                           --------------------


<PAGE>
                             SECRETARY'S CERTIFICATE

     I, David  Warnes,  do hereby  certify that I am the  Secretary of HIGHPOINT
INTERNATIONAL  TELECOM,  INC. (FORMERLY HIGHPOINT CAPITAL,  INC.), a corporation
duly   organized   and   existing   under  the  laws  of  the  State  of  Nevada
("Corporation");  that I am  the  keeper  of the  seal  of the  corporation  and
corporate records,  including,  without limitation, the Charter, By-Laws and the
minutes of the meeting of the Board of  Directors of the  Corporation;  that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the  Corporation,  which  resolutions  were duly  adopted and
ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance with the By-Laws and Charter of the Corporation on the --
day of ,19---, at which time a quorum was present and acted throughout; and that
said resolutions have not in any way been modified,  repealed or rescinded,  but
are in full force and effect:

                  "RESOLVED,  that  any  officer  of the  Corporation  be and is
         hereby  authorized  and  empowered  in the name and on  behalf  of this
         Corporation   to  enter  into  one  or  more  lease   agreements   with
         Telecommunications   Finance  Group   ("hereinafter   called  "LESSOR")
         concerning  personal  property leased to the Corporation;  from time to
         time to modify, supplement or amend any such agreements;  and to do and
         perform  all  other  acts  and  things  deemed  by such  officer  to be
         necessary,  convenient or proper to carry out any of the foregoing; and
         be it

                  FURTHER RESOLVED, that all that any officer shall have done or
         may do in the premises is hereby ratified and approved; and be it

                  FURTHER RESOLVED,  that the foregoing resolutions shall remain
         in full force and effect  until  written  notice of their  amendment or
         recission  shall have been  received by LESSOR and that receipt of such
         notice shall not effect any action  taken or loans or advances  made by
         LESSOR  prior  thereto  and  LESSOR  is  authorized  to rely  upon said
         resolutions until receipt by it of written notice of any change; and be
         it

                  FURTHER  RESOLVED,   that  the  Secretary  be  and  is  hereby
         authorized  and  directed  to  certify  to  LESSOR  that the  foregoing
         resolutions  and provisions  thereof are in conformity with the Charter
         and By-Laws of this Corporation."

     I do  further  certify  that  the  Lease  Agreement  entered  into  by  the
Corporation and LESSOR concerning the following items of personal property:

Siemens  Information and Communication  Networks,  Inc.  Designated Product plus
Peripheral  Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation  restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.

     I do further  certify that the following are names and specimen  signatures
of  officers  of  the   Corporation   empowered  and  authorized  by  the  above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:

    NAME                          OFFICE                          SIGNATURE
    ----                          ------                          ---------

IN  WITNESS  WHEREOF I have  hereunto  set my hand and  affixed  the seal of the
Corporation this 30 day of Nov 1998.

(SEAL)                       -----------------------------------------------
                             Secretary of HIGHPOINT INTERNATIONAL,TELECOM, INC.
                             (FORMERLY HIGHPOINT CAPITAL, INC.)


<PAGE>
<TABLE>
<S>                        <C>                                   <C>                                   <C>
                                                                                                                  Matthew Dickstein
                 This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code            DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
File No. Orig.               1A. Date at Filing of Orig.    1B. Date of                  1C. Place of Filing Orig.
Financing Statement 1A.      Financing Statement            Orig. Financing Statement    Financing Statement STATE OF CALIFORNIA
05060505                               2/10/97                      11/6/96
------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First)                                                                    2A. Social Security No., Federal Tax No.
     INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
Mailing Address                                                          2C. City, State                             2D.Zip Code
l POYDRAS ST.,    675 ONE SHELL             SQUARE                      NEW ORLEANS,        LA                              70139
------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (If Any) (Last Name First)                                                       3A, Social Security No., Federal
Tax No.
------------------------------------------------------------------------------------------------------------------------------------
Mailing Address                                                         3C. City, State                              3D. Zip Code
SECURED PARTY         TELECOMMUNICATIONS FINANCE GROUP                                                  4A Social Security No.,
                                                                                                        Federal Tax No.
      NAME                                                                                              or Bank Transit and A.B.A.
                                                                                                        No.
      MAILING ADDRESS 400 RINEHART ROAD                                                                     52-2122392
      CITY LAKE MARY                               STATE FL                       ZIPCODE 32746
------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (If Any)                                                                      5A Social Security No.,
                                                                                                        Federal Tax No.
      NAME                                                                                              or Bank Transit and A.B.A.
                                                                                                        No.
      MAILING ADDRESS

      CITY                                   STATE                     ZIP CODE
------------------------------------------------------------------------------------------------------------------------------------
A   [ ]  CONTINUATION-The  original  Financing  Statement  between the foregoing Debtor and  Secured Party bearing the file  number
         and date shown above is continued. If collateral is crops or timber, check here   [ ]   and Insert description of real
         property on  which growing or to be grown in item 7 below,
------------------------------------------------------------------------------------------------------------------------------------
B   [ ]  RELEASE-From the collateral described  In  the  Financing  Statement bearing the file  number  shown  above,  the  Secured
         Party releases  the collateral described in item 7 below.
------------------------------------------------------------------------------------------------------------------------------------
C   [ ]  ASSIGNMENT-The  Secured Party certifies that the Secured Party has assigned to the Assignee above named,  all the Secured C
         Party's  rights under the  Financing  Statement  bearing the file number shown above In the  collateraldescribed  in Item 7
         below.
------------------------------------------------------------------------------------------------------------------------------------
D   [ ]  TERMINATION-The  Secured Party  certifies that the  Secured Party no longer claims a security interest under the Financing
         Statement bearing the file number shown above.
------------------------------------------------------------------------------------------------------------------------------------
E   [X]  AMENDMENT-The  Financing  Statement bearing the file number shown above is amended as set forth in item 7 below. (Signature
         of Debtor required on all amendments.)
------------------------------------------------------------------------------------------------------------------------------------
F   [ ]  OTHER
------------------------------------------------------------------------------------------------------------------------------------
NEW DEBTOR IS AS FOLLOWS:
      HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
      1890 SHORELINE BLVD.
      MOUNTAIN VIEW, CA 94043-1320

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                            9. This Space for Use of Filing Officer
                            (Date)    Nov 30                1998                                        (Date, Time, Filing Office)
                                  --------------------        --
       HIGHPOINT INTERNATIONAL TELECOM, INC.

 By
    ----------------------------------------------------------------------------
             SIGNATURE (S) OF DEBTOR(S)                         (TITLE)
 TELECOMMUNICATIONS FINANCE GROUP

 By:
    ---------------------------------------------------------------------------
             SIGNATURE (S) OF SECURED PARTY (IES)               (TITLE)
--------------------------------------------------------------------------------
1O.                            Return Copy to
             TELECOMMUNICATIONS FINANCE GROUP
             400 RINEHART RD.
             LAKE MARY, FL 32746
             ATTN: J. KEYS (A-5)
                                                                    UNIFORM COMMERCIAL CODE-FORM UCC-2
                                                                             Printed  by UCC
                                                                         Control-Libra Soft, Inc.
(1) FILING OFFICER COPY  Approved by the Secretary of State  229 Johnson St., Suite C, Santa Fe, NM 87501
</TABLE>
<PAGE>
<TABLE>
<S>                        <C>                                   <C>                                   <C>
                                                                                                                  Matthew Dickstein
                 This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code            DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
File No. Orig.               1A. Date at Filing of Orig.    1B. Date of                  1C. Place of Filing Orig.
Financing Statement 1A.      Financing Statement            Orig. Financing Statement    Financing Statement  LOS ANGELES COUNTY
7-360980                               3/11/97                      11/6/96
------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First)                                                                    2A. Social Security No., Federal Tax No.
     A INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
Mailing Address                                                          2C. City, State                             2D.Zip Code
l POYDRAS ST.,    675 ONE SHELL             SQUARE                      NEW ORLEANS,        LA                              70139
------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (If Any) (Last Name First)                                                       3A, Social Security No., Federal
Tax No.
------------------------------------------------------------------------------------------------------------------------------------
Mailing Address                                                         3C. City, State                              3D. Zip Code
SECURED PARTY         TELECOMMUNICATIONS FINANCE GROUP                                                  4A Social Security No.,
                                                                                                        Federal Tax No.
      NAME                                                                                              or Bank Transit and A.B.A.
                                                                                                        No.
      MAILING ADDRESS 400 RINEHART ROAD                                                                     52-2122392
      CITY LAKE MARY                               STATE FL                       ZIPCODE 32746
------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (If Any)                                                                      5A Social Security No.,
                                                                                                        Federal Tax No.
      NAME                                                                                              or Bank Transit and A.B.A.
                                                                                                        No.
      MAILING ADDRESS

      CITY                                   STATE                     ZIP CODE
------------------------------------------------------------------------------------------------------------------------------------
A   [ ]  CONTINUATION-The  original  Financing  Statement  between the foregoing Debtor and  Secured Party bearing the file  number
         and date shown above is continued. If collateral is crops or timber, check here   [ ]   and Insert description of real
         property on  which growing or to be grown in item 7 below,
------------------------------------------------------------------------------------------------------------------------------------
B   [ ]  RELEASE-From the collateral described  In  the  Financing  Statement bearing the file  number  shown  above,  the  Secured
         Party releases  the collateral described in item 7 below.
------------------------------------------------------------------------------------------------------------------------------------
C   [ ]  ASSIGNMENT-The  Secured Party certifies that the Secured Party has assigned to the Assignee above named,  all the Secured C
         Party's  rights under the  Financing  Statement  bearing the file number shown above In the  collateraldescribed  in Item 7
         below.
------------------------------------------------------------------------------------------------------------------------------------
D   [ ]  TERMINATION-The  Secured Party  certifies that the  Secured Party no longer claims a security interest under the Financing
         Statement bearing the file number shown above.
------------------------------------------------------------------------------------------------------------------------------------
E   [X]  AMENDMENT-The  Financing  Statement bearing the file number shown above is amended as set forth in item 7 below. (Signature
         of Debtor required on all amendments.)
------------------------------------------------------------------------------------------------------------------------------------
F   [ ]  OTHER
------------------------------------------------------------------------------------------------------------------------------------
NEW DEBTOR IS AS FOLLOWS:
      HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
      1890 SHORELINE BLVD.
      MOUNTAIN VIEW, CA 94043-1320

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                            9. This Space for Use of Filing Officer
                            (Date)    Nov 30                1998                                        (Date, Time, Filing Office)
                                  --------------------        --
       HIGHPOINT INTERNATIONAL TELECOM, INC.

 By
    ----------------------------------------------------------------------------
             SIGNATURE (S) OF DEBTOR(S)                         (TITLE)
 TELECOMMUNICATIONS FINANCE GROUP

 By:
    ---------------------------------------------------------------------------
             SIGNATURE (S) OF SECURED PARTY (IES)               (TITLE)
--------------------------------------------------------------------------------
1O.                          Return Copy to
             TELECOMMUNICATIONS FINANCE GROUP
             400 RINEHART RD.
             LAKE MARY, FL 32746
             ATTN: J. KEYS (A-5)
                                                                    UNIFORM COMMERCIAL CODE-FORM UCC-2
                                                                             Printed  by UCC
                                                                         Control-Libra Soft, Inc.
(1) FILING OFFICER COPY  Approved by the Secretary of State  229 Johnson St., Suite C, Santa Fe, NM 87501
</TABLE>
<PAGE>
<TABLE>
<S>                                   <C>                                      <C>                                  <C>
                This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
File No. of Orig.            1A. Date at Filing of Orig.    1B. Date of                  1C. Place of Filing Orig.
Financing Statement          Financing Statement            Orig. Financing Statement    Financing Statement
7-360980                               3/11/97                      11/6/96               Los Angeles County
------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                                              2A. SS# OR EMPLOYER I.D. NO.

ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
2B.Mailing Address                                                          2C. City, State                             2D.Zip Code
701 POYDRAS ST., 675 ONE SHELL SQUARE                                       NEW ORLEANS, LA                                  70139
------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (IF ANY)(LAST NAME FIRST)                                                      3A. SS# OR EMPLOYER I.D. NO

------------------------------------------------------------------------------------------------------------------------------------
3B. MAILING ADDRESS                                                         3C. City, State                             3D.Zip Code

------------------------------------------------------------------------------------------------------------------------------------
SECURED PARTY         TELECOMMUNICATIONS FINANCE GROUP                                              4A. SS# OR EMPLOYER I.D. NO.
                                                                                                            52-2122392
NAME
MAILING ADDRESS     400 RINEHART ROAD
CITY          LAKE MARY                                STATE     FL                                      ZIP CODE  32746
------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (IF ANY)                                                                   5A. SS# OR EMPLOYER I.D. NO.
NAME
MAILING ADDRESS
CITY                                                   STATE                                             ZIP CODE
------------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT  6B, PRE-CHAPTER 9 ENTRY NO.  6C. PARISH IN WHICH FILED   6D. DATE OF ORIGINAL FILING
36-114237                                                                  PARISH OF ORLEANS, LA                 1/22/97
------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
     A   [ ]  CONTINUATION-  The original  Financing  Statement  between the Debtor and Secured  Party bearing the file number shown
              above is still effective.
     B   [ ]  RELEASE- The Secured Party releases the collateral  described in Item No. 8 below from the Financing Statement bearing
              the number shown above.
     C   [ ]  PARTIAL  ASSIGNMENT-  Some or the secured party's rights under the Financing  Statement  bearing the file number shown
              above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
              forth in Item No. 8 below.
     D   [ ]  ASSIGNMENT-  The Secured  Party has  assigned to the  Assignee  above named all the Secured  Party's  rights under the
              Financing Statement bearing the file number shown above.
     E   [ ]  TERMINATION-  The Secured Party no longer claims a security  interest under the Financing  Statement  bearing the file
              number shown above.
     F   [X]  AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
     G   [ ]  OTHER
                   ----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
     HIGHPOINT INTERNATIONAL TELECOM, INC. FEIN: 91-1917016
     1890 SHORELINE BLVD.
     MOUNTAIN VIEW, CA 94043-1320

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.

(SITE: LOS ANGELES, CA)

------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED                                              12. THIS SPACE FOR USE OF FILING OFFICER
   HIGHPOINT INTERNATIONAL TELECOM, INC.                                                   (DATE, TIME, ENTRY # AND FILING OFFICER)

-------------------------------------------------------------------------------
                           PARTY (IES) (if applicable)
   TELECOMMUNICATIONS FINANCE GROUP

--------------------------------------------------------------------------------
11. Return copy to:

NAME TELECOMMUNICATIONS FINANCE GROUP

ADDRESS    400 RINEHART RD.
           LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5)                                       ----------------------------------------------------
-------------------------------------------------------------------------------
                                                                                        13. Number of additional sheets presented 0
                                                                               ----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)

         (1) FILING OFFICER COPY
</TABLE>


<PAGE>
<TABLE>
<S>                                       <C>                                         <C>
  This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code.     3 Maturity date (if any):
                                                                                                                DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address (es)  2. Secured Party (ies) and address (es)  For Filing Officer (Date, Time,
                                                                                          Number, and Filing
ATHENA INTERNATIONAL LTD.                       TELECOMMUNICATIONS FINANCE                       Office)
LIABILITY CO.                                   GROUP
701 POYDRAS ST., 675 ONE SHELL                  400 RINEHART ROAD
NEW ORLEANS, LA 70139                           LAKE MARY, FL 32746
FEIN: 72-1280590                                FEIN: 52-2122392
---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No.  942086285

   Filed with Secretary of State, CO Date Filed     11/21/94
------------------------------------------------------------------------------------------------------------------------------------
5. [ ] Continuation.     The original financing statement between the foregoing Debtor and Secured Party,  bearing file number shown
                         above, is still effective.
6. [ ] Termination.      Secured party no longer claims a security interest under the financing  statement bearing file number shown
                         above.
7. [ ] Assignment.       The secured  party's  right under the financing  statement  bearing file number shown above to the properly
                         described in Item 10 have been assigned to the Assignee whose name and address appears in Item 10.
8. [X] Amendment         Financing Statement bearing file number shown above is amended as set forth in item 10.
9. [ ] Partial Release   Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
                         shown above.
------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
        HIGHPOINT INTERNATIONAL TELECOM, INC.                           - FEIN: 91-1917016
        1890 SHORELINE BLVD.
        MOUNTAIN VIEW, CA 94043-1320

     THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
     (SITE: DENVER, CO)
                                                                                 No. of additional Sheets presented: 0
------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC.                                                TELECOMMUNICATIONS FINANCE GROUP

-----------------------------------------------------------------------              -----------------------------------------------
By:                                                                                  By:
   --------------------------------------------------------------------              -----------------------------------------------
   Signature(s) Of Debtor(s) (necessary only if item 8 is applicable).                  Signature(s) of Secured Party (ies)

                                                  STANDARD FORM-FORM UCC-3

</TABLE>

<PAGE>
<TABLE>
<S>                                   <C>                                      <C>                                  <C>
                This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                                              1B. SS# OR EMPLOYER I.D. NO.

ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE                                            NEW ORLEANS, LA 70139
------------------------------------------------------------------------------------------------------------------------------------
2A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                              2B. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY)                                         3B. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY                             SECURED PARTY INFORMATION                                4B. SS# OR EMPLOYER I.D. NO.

TELECOMMUNICATIONS FINANCE GROUP                                                                      52-2122392
------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS

400 RINEHART ROAD                                                                LAKE MARY, FL 32746
------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY)                                                                5B. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS

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

-----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
-----------------------------------------------                            --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT  6B., PRE-CHAPTER 9 ENTRY NO.  6C. PARISH IN WHICH FILED   6D. DATE OF ORIGINAL FILING
36-108564                                                                  PARISH OF ORLEANS, LA                 7/15/96
------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
     A   [ ]  CONTINUATION-  The original  Financing  Statement  between the Debtor and Secured  Party bearing the file number shown
              above is still effective.

     B   [ ]  RELEASE- The Secured Party releases the collateral  described in Item No. 8 below from the Financing Statement bearing
              the number shown above.

     C   [ ]  PARTIAL  ASSIGNMENT-  Some of the secured party's rights under the Financing  Statement  bearing the file number shown
              above have been assigned to the assignee above named. A description of the collateral subject to the assignment is set
              forth in Item No. 8 below.

     D   [ ]  ASSIGNMENT-  The Secured  Party has  assigned to the  Assignee  above named all the Secured  Party's  rights under the
              Financing Statement bearing the file number shown above.

     E   [ ]  TERMINATION-  The Secured Party no longer claims a security  interest under the Financing  Statement  bearing the file
              number shown above.

     F   [X]  AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
     G   [ ]  OTHER
                   ----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
     HIGHPOINT INTERNATIONAL TELECOM, INC.
     1890 SHORELINE BLVD.
     MOUNTAIN VIEW, CA 94043-1320

     FEIN: 91-1917016

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.

(SITE: NEW YORK, NY)


------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE(S) OF DEBTOR(S) IF REQUIRED                                                12. THIS SPACE FOR USE OF FILING OFFICER
   HIGHPOINT INTERNATIONAL TELECOM, INC.                                                   (DATE, TIME, ENTRY # AND FILING OFFICER)

   illegible
-------------------------------------------------------------------------------
                           PARTY(IES) (if applicable)

10. SIGNATURE(S) OF SECURED

   TELECOMMUNICATIONS FINANCE GROUP

--------------------------------------------------------------------------------
11. Return copy to:

NAME       TELECOMMUNICATIONS FINANCE GROUP

ADDRESS    400 RINEHART RD.
           LAKE MARY, FL 32746
CITY, STATE ZIP CODE  ATTN: J. KEYS (A-5)                                       ----------------------------------------------------
-------------------------------------------------------------------------------
                                                                                        13. Number of additional sheets presented 0
                                                                               ----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)

         (1) FILING OFFICER COPY
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                       <C>                                         <C>
  This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code.     3 Maturity date (if any):
                                                                                                                DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address (es)  2. Secured Party (ies) and address (es)  For Filing Officer (Date, Time,
                                                                                          Number, and Filing
ATHENA INTERNATIONAL LTD.                       TELECOMMUNICATIONS FINANCE                       Office)
LIABILITY CO. DBA ATHENA                        GROUP
INTERNATIONAL, LLC                              400 RINEHART ROAD
701 POYDRAS ST., 675 ONE SHELL                  LAKE MARY, FL 32746
NEW ORLEANS, LA 70139                           FEIN: 52-2122392
FEIN: 72-1280590
---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No.  96PN32501

   Filed with NEW YORK COUNTY, NY  Date Filed     7/26/96
------------------------------------------------------------------------------------------------------------------------------------
5. [ ] Continuation.     The original financing statement between the foregoing Debtor and Secured Party,  bearing file number shown
                         above, is still effective.
6. [ ] Termination.      Secured party no longer claims a security interest under the financing  statement bearing file number shown
                         above.
7. [ ] Assignment.       The secured  party's  right under the financing  statement  bearing file number shown above to the properly
                         described in Item 10 have been assigned to the Assignee whose name and address appears in Item 10.
8. [X] Amendment         Financing Statement bearing file number shown above is amended as set forth in item 10.
9. [ ] Partial Release   Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
                         shown above.
------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
        HIGHPOINT INTERNATIONAL TELECOM, INC.                           - FEIN: 91-1917016
        1890 SHORELINE BLVD.
        MOUNTAIN VIEW, CA 94043-1320

     THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
     (SITE: NEW YORK, NY)
                                                                                 No. of additional Sheets presented: 0
------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC.                                                TELECOMMUNICATIONS FINANCE GROUP

-----------------------------------------------------------------------              -----------------------------------------------
By:                                                                                  By:
   --------------------------------------------------------------------              -----------------------------------------------
   Signature(s) Of Debtor(s) (necessary only if item 8 is applicable).                  Signature(s) of Secured Party (ies)

                                                  STANDARD FORM-FORM UCC-3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                   <C>                                      <C>                                  <C>
                This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                                              1B. SS# OR EMPLOYER I.D. NO.

ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE                                            NEW ORLEANS, LA 70139
------------------------------------------------------------------------------------------------------------------------------------
2A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                             2B. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY)                                         3B. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY                             SECURED PARTY INFORMATION                                4B. SS# OR EMPLOYER I.D. NO.

TELECOMMUNICATIONS FINANCE GROUP                                                                      52-2122392
------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS

400 RINEHART ROAD                                                                LAKE MARY, FL 32746
------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY)                                                                5B. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS

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

-----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
-----------------------------------------------                            --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT  6B. PRE-CHAPTER 9 ENTRY NO.  6C. PARISH IN WHICH FILED   6D. DATE OF ORIGINAL FILING
36-108564                                                                  PARISH OF ORLEANS, LA                 7/15/96
------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
     A   [ ]  CONTINUATION-  The original  Financing  Statement  between the Debtor and Secured  Party bearing the file number shown
              above is still effective.

     B   [ ]  RELEASE- The Secured Party releases the collateral  described in Item No. 8 below from the Financing Statement bearing
              the number shown above.

     C   [ ]  PARTIAL  ASSIGNMENT-  Some of the secured party's rights under the Financing  Statement  bearing the file number shown
              above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
              forth in Item No. 8 below.

     D   [ ]  ASSIGNMENT-  The Secured  Party has  assigned to the  Assignee  above named all the Secured  Party's  rights under the
              Financing Statement bearing the file number shown above.

     E   [ ]  TERMINATION-  The Secured Party no longer claims a security  interest under the Financing  Statement  bearing the file
              number shown above.

     F   [X]  AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
     G   [ ]  OTHER
                   ----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
     HIGHPOINT INTERNATIONAL TELECOM, INC.
     1890 SHORELINE BLVD.
     MOUNTAIN VIEW, CA 94043-1320

     FEIN: 91-1917016

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.

(SITE: NEW YORK, NY)


------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE(S) OF DEBTOR(S) IF REQUIRED                                               12. THIS SPACE FOR USE OF FILING OFFICER
   HIGHPOINT INTERNATIONAL TELECOM, INC.                                                   (DATE, TIME, ENTRY # AND FILING OFFICER)

  illegible
-------------------------------------------------------------------------------
SIGNATURE(S) OF SECURED PARTY (IES) (if applicable)
   TELECOMMUNICATIONS FINANCE GROUP

--------------------------------------------------------------------------------
11. Return copy to:

NAME          TELECOMMUNICATIONS FINANCE GROUP

ADDRESS       400 RINEHART RD.
CITY, STATE   LAKE MARY, FL 32746
ZIP CODE      ATTN: J. KEYS (A-5)                                               ----------------------------------------------------
-------------------------------------------------------------------------------
                                                                                        13. Number of additional sheets presented 0
                                                                                ----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)

         (1) FILING OFFICER COPY
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                   <C>                                      <C>                                  <C>
                This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR {LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                                              1B. SS# OR EMPLOYER I.D. NO.

ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE                                            NEW ORLEANS, LA 70139
------------------------------------------------------------------------------------------------------------------------------------
A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                              2B. SS# OR EMPLOYER I.D. NO

------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY)                                         3B. SS# OR EMPLOYER I.D. NO

------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY                             SECURED PARTY INFORMATION                                4B SS# OR EMPLOYER I.D. NO.

TELECOMMUNICATIONS FINANCE GROUP                                                                      52-2122392
------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS

400 RINEHART ROAD                                                                LAKE MARY, FL 32746
------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY)                                                                58. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS

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

-----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
-----------------------------------------------                            --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT  6B, PRE-CHAPTER 9 ENTRY NO.  6C. PARISH IN WHICH FILED   6D. DATE OF ORIGINAL FILING
36-114237                                                                  PARISH OF ORLEANS, LA                 1/22/97
------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
     A   [ ]  CONTINUATION-  The original  Financing  Statement  between the Debtor and Secured  Party bearing the file number shown
              above is still effective.

     B   [ ]  RELEASE- The Secured Party releases the collateral  described in Item No. 8 below from the Financing Statement bearing
              the number shown above.

     C   [ ]  PARTIAL  ASSIGNMENT-  Some or the secured party's rights under the Financing  Statement  bearing the file number shown
              above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
              forth in Item No. 8 below.

     D   [ ]  ASSIGNMENT-  The Secured  Party has  assigned to the  Assignee  above named all the Secured  Party's  rights under the
              Financing Statement bearing the file number shown above.

     E   [ ]  TERMINATION-  The Secured Party no longer claims a security  interest under the Financing  Statement  bearing the file
              number shown above.

     F   [X]  AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
     G   [ ]  OTHER
                   ----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
     HIGHPOINT INTERNATIONAL TELECOM, INC.
     1890 SHORELINE BLVD.
     MOUNTAIN VIEW, CA 94043-1320

     FEIN: 91-1917016

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.

(SITE: LOS ANGELES, CA)


------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED                                              12. THIS SPACE FOR USE OF FILING OFFICER
   HIGHPOINT INTERNATIONAL TELECOM, INC.                                                   (DATE, TIME, ENTRY # AND FILING OFFICER)


-------------------------------------------------------------------------------
                           PARTY (IES) (if applicable)
   TELECOMMUNICATIONS FINANCE GROUP

--------------------------------------------------------------------------------
11. Return copy to:

NAME TELECOMMUNICATIONS FINANCE GROUP

ADDRESS    400 RINEHART RD.
           LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5)                                        ----------------------------------------------------
-------------------------------------------------------------------------------
                                                                                        13. Number of additional sheets presented 0
                                                                                ----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)

         (1) FILING OFFICER COPY

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                   <C>                                      <C>                                  <C>
                This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR {LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                                              1B. SS# OR EMPLOYER I.D. NO.

ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE                                            NEW ORLEANS, LA 70139
------------------------------------------------------------------------------------------------------------------------------------
A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                              2B. SS# OR EMPLOYER I.D. NO

------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY)                                         3B. SS# OR EMPLOYER I.D. NO

------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY                             SECURED PARTY INFORMATION                                4B SS# OR EMPLOYER I.D. NO.

TELECOMMUNICATIONS FINANCE GROUP                                                                      52-2122392
------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS

400 RINEHART ROAD                                                                LAKE MARY, FL 32746
------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY)                                                                58. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS

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

-----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
-----------------------------------------------                            --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT  6B, PRE-CHAPTER 9 ENTRY NO.  6C. PARISH IN WHICH FILED   6D. DATE OF ORIGINAL FILING
36-114237                                                                  PARISH OF ORLEANS, LA                 1/22/97
------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
     A   [ ]  CONTINUATION-  The original  Financing  Statement  between the Debtor and Secured  Party bearing the file number shown
              above is still effective.

     B   [ ]  RELEASE- The Secured Party releases the collateral  described in Item No. 8 below from the Financing Statement bearing
              the number shown above.

     C   [ ]  PARTIAL  ASSIGNMENT-  Some or the secured party's rights under the Financing  Statement  bearing the file number shown
              above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
              forth in Item No. 8 below.

     D   [ ]  ASSIGNMENT-  The Secured  Party has  assigned to the  Assignee  above named all the Secured  Party's  rights under the
              Financing Statement bearing the file number shown above.

     E   [ ]  TERMINATION-  The Secured Party no longer claims a security  interest under the Financing  Statement  bearing the file
              number shown above.

     F   [X]  AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
     G   [ ]  OTHER
                   ----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
     HIGHPOINT INTERNATIONAL TELECOM, INC.
     1890 SHORELINE BLVD.
     MOUNTAIN VIEW, CA 94043-1320

     FEIN: 91-1917016

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.

(SITE: LOS ANGELES, CA)


------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED                                              12. THIS SPACE FOR USE OF FILING OFFICER
   HIGHPOINT INTERNATIONAL TELECOM, INC.                                                   (DATE, TIME, ENTRY # AND FILING OFFICER)


-------------------------------------------------------------------------------
                           PARTY (IES) (if applicable)
   TELECOMMUNICATIONS FINANCE GROUP

--------------------------------------------------------------------------------
11. Return copy to:

NAME TELECOMMUNICATIONS FINANCE GROUP

ADDRESS    400 RINEHART RD.
           LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5)                                       ----------------------------------------------------
-------------------------------------------------------------------------------
                                                                                        13. Number of additional sheets presented 0
                                                                               ----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)

         (1) FILING OFFICER COPY
</TABLE>

<PAGE>
                                 LEASE AGREEMENT

     This  LEASE   AGREEMENT,   is   effective   on  October  31,  1996  between
TELECOMMUNICATIONS    FINANCE   GROUP   (hereinafter   "Lessor"),   and   ATHENA
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL,  LLC, a Louisiana LLC
corporation  with its principal office located at 701 Poydras St., 675 One Shell
Square, New Orleans, LA 70139, (hereinafter "Lessee"). Louisiana LLC

           1.     Lease

                  Lessor,  subject  to the  conditions  set forth in  Section 25
hereof,  agrees to lease to  Lessee  and  Lessee  agrees  to lease  from  Lessor
hereunder,  those  items  of  personal  property  (the  "equipment")  which  are
described on Schedule I of Exhibit A hereto and amendments to Schedule 1. Lessee
agrees to execute and deliver to Lessor a certificate of delivery and acceptance
in  substantively  the form of  Exhibit  A  hereto  (a  "Delivery  Certificate")
immediately after Turnover of the equipment, and such execution shall constitute
Lessee's  irrevocable  acceptance of such items of equipment for all purposes of
this Lease.  The Delivery  Certificate  shall constitute a part of this Lease to
the same extent as if the provisions thereof were set forth herein.

           2.     Definitions

                  "Amortization  Deductions"  as  defined  in Section 11 (b) (1)
                  hereof.

                  "Appraisal  Procedure" shall mean the following  procedure for
                  determining  the  Fair  Market  Sale  Value  of  any  item  of
                  equipment.  If either Lessor or Lessee shall request by notice
                  (the  "Appraisal  Request")  to the other  that such  value be
                  determined by the Appraisal  Procedure,  (i) Lessor and Lessee
                  shall, within 15 days after the Appraisal Request,  appoint an
                  Independent  appraiser mutually  satisfactory to them, or (ii)
                  if the  parties  are unable to agree on a mutually  acceptable
                  appraiser within such time, Lessor and Lessee each appoint one
                  independent  appraiser  (provided  that if either party hereto
                  fails to notify the other party  hereto of the identity of the
                  independent  appraiser  chosen by it within 30 days  after the
                  Appraisal  Request,  the  determination of such value shall be
                  made by the independent appraiser chosen by such other party),
                  and (iii) if such appraisers cannot agree on such value within
                  20 days after their  appointment  and if one  appraisal is not
                  within 5% of the other  appraisal,  Lessor  and  Lessee  shall
                  choose a third independent  appraiser mutually satisfactory to
                  them (or, if they fall to agree upon a third appraiser  within
                  25 days  after the  appointment  of the two  appraisers,  such
                  third independent appraiser shall within 20 days thereafter be
                  appointed by the American Arbitration Association). such value
                  shall be determined by such third independent appraiser within
                  20 days after his  appointment,  after  consultation  with the
                  other two Independent appraisers.  If the first two appraisals
                  are  within  5% of each  other,  then the  average  of the two
                  appraisals  shall be the Fair Market Sale Value.  The fees and
                  expenses of all appraisers shall be paid by Lessee.

                  "Business Day" shall mean a day other than a Saturday,  Sunday
                  or legal holiday under the laws of the State of Florida.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1954,  as
                  amended, or any comparable successor law.

                  "Commencement Date" as defined in Section 3 hereof.

                  "Default"  shall mean any event or  condition  which after the
                  giving  of  notice  or lapse of time or both  would  become an
                  Event of Default.

                  "Delivery   Certificate"  as  defined  in  Section  1  hereof.
                  "Equipment" as defined in Section 1 hereof.

                  "Event of Default" as defined in Section 18 hereof.

                  "Event  of  Loss"  shall  mean,  with  respect  to any item of
                  equipment,  the actual or constructive total loss of such item
                  of equipment or the use  thereof,  due to theft,  destruction,
                  damage beyond repair or rendition  thereof  permanently  unfit
                  for  normal   use  from  any   reason,   whatsoever,   or  the
                  condemnation,  confiscation  or seizure of, or  requisition of
                  title to or use of, such item of equipment.

                  "Fair  Market Sale Value"  shall,  at any time with respect to
                  any item of equipment, be equal to the sale value of such item
                  of  equipment  which  would  be  obtained  in an  arm's-length
                  transaction  between an informed  and willing  seller under no
                  compulsion  to sell and an  informed  and  willing  buyer-user
                  (other  than  a  lessee  currently  in  possession  or a  used
                  equipment  or scrap  dealer).  For  purposes  of Section  7(b)
                  hereof,  Fair Market Sale Value shall be  determined by (i) an
                  independent appraiser (at Lessee's expense) selected by Lessor
                  or (ii) by the Appraisal Procedure if the Appraisal Request is
                  made at least 90 days (but not more  than 360  days)  prior to
                  the  termination  or expiration of the Lease Term, as the case
                  may  be,  which   determination  shall  be  made  (a)  without
                  deduction for any costs or expenses of dismantling or removal;
                  and (b) on the assumption  that such item of equipment is free
                  and dear of all Liens and is in the  condition  and  repair in
                  which it is required to be returned  pursuant to Section 7 (a)
                  hereof. For purposes of Section 19(c) hereof, Fair Market Sale
                  Value  shall  be  determined  (at  Lessee's   expense)  by  an
                  independent   appraiser  selected  by  Lessor,  on  an  "as-is
                  where-is"  basis,  without regard to the provisions of clauses
                  (a) and (b) above; provided that if Lessor shall have sold any
                  item of  equipment  pursuant to Section  19(b) hereof prior to
                  giving the notice  referred to in Section 19(c)  hereof,  Fair
                  Market Sale Value of such item of  equipment  shall be the net
                  proceeds  of  such  sale  after  deduction  of all  costs  and
                  expenses incurred by Lessor in connection therewith:  provided
                  further,  that if for any reason  Lessor is not able to obtain
                  possession of any item of equipment  pursuant to Section 19(a)
                  hereof,  the Fair Market Sale Value of such item of  equipment
                  shall be zero.

                  "Imposition" as defined in Section 11 (a) hereof.

               TFGLN001                                                4-


<PAGE>
               (e) Financial Condition of the Lessee.

              The financial  statements and any other  financial  information of
     Lessee  heretofore  furnished to Lessor are complete and correct and fairly
     present the financial condition of Lessee and the results of its operations
     for the respective  periods covered thereby,  there are no known contingent
     liabilities or  liabilities  for taxes of Lessee which are not reflected in
     said  financial  statements  and since the date thereof,  there has been no
     material adverse change in such financial condition or operations.

               (f) No Litigation.
              There is no action, suit, investigation or proceeding by or before
     any  court,   arbitrator,   administrative  agency  or  other  governmental
     authority  pending  or  threatened  against or  affecting  Lessee (A) which
     involves the transactions  contemplated by this Lease or the equipment;  or
     (B) which, if adversely determined, could have a material adverse effect on
     the financial condition, business or operations of Lessee.

               (g) United States Source Income.

              No items of  equipment  shall be used in a way that results in the
     creation  of an item of income to Lessor,  the source of which for  Federal
     Income Tax purposes is without the United States.

     9.       Liens.

              Lessee will not  directly or  indirectly  create,  incur,  assume,
suffer, or permit to exist any Lien on or with respect to the equipment.

     10.      Insurance.

              Lessee  shall  maintain  at all  times  on the  equipment,  at its
     expense,  property  damage,  direct damage and liability  insurance in such
     amounts, against such risks in such form and with such insurers as shall be
     reasonably  satisfactory to Lessor and any other Owner  provided,  that the
     amount of direct  damage  insurance  shall not on any date be less than the
     greater of the full  replacement  value or the Stipulated Loss Value of the
     equipment as of such date. Each insurance  policy will, among other things,
     name Lessor and any other Owner as an  additional  insured or as loss payee
     (as the  case may be) as  their  interests  may  appear,  require  that the
     insurer  give  Lessor  and any such Owner at least  thirty  (30) days prior
     written  notice of any alteration in or  cancellation  of the terms of such
     policy, and require that the interest of Lessor and any such Owner continue
     to be insured  regardless  of any breach of or  violation  by Lessee of any
     warranties,  declarations  or conditions  contained in such policy.  Lessee
     shall  furnish  to Lessor and such Owner a  certificate  or other  evidence
     satisfactory to Lessor that such insurance  coverage is in effect provided,
     however, that Lessor and such Owner shall be under no duty to ascertain the
     existence or adequacy of such insurance.

      11.     Taxes.

              (a) General Tax Provisions.

          Lessee shall timely pay, and shall  indemnify and hold Lessor harmless
     from and against,  all fees, taxes (whether sales,  use,  excise,  personal
     property or other taxes). Imposts,  duties,  withholdings,  assessments and
     other  governmental   charges  of  whatever  kind  or  character.   however
     designated (together with any penalties, fines or interest thereon), all of
     the foregoing being herein collectively called "Impositions",  which are at
     any time levied or imposed under this lease against  Lessor,  Lessee,  this
     Lease,  the equipment or any part thereof by any Federal,  State,  or Local
     Government  or taxing  authority  in the  United  States or by any  foreign
     government  or any  subdivision  or taxing  authority  thereof  upon,  with
     respect to, as a result of or measured  by (i) the  equipment  (or any part
     thereof), or this Lease or the interests of the Lessor therein; or (ii) the
     purchase,  ownership,  delivery,  leasing,  possession,  maintenance,  use,
     operation,  return,  sale or other disposition of the equipment or any Part
     thereof;  or (iii) the  rentals,  receipts or earnings  payable  under this
     Lease  or  otherwise  arising  from  the  equipment  or any  part  thereof;
     excluding,  however. taxes based on or measured by the net income of Lessor
     that are imposed by (1) the United  States of America,  or (2) the State of
     Florida or any political  subdivision  of the State of Florida,  or (3) any
     other State of the United States of America or any political subdivision of
     any such  State in which  Lessor is subject  to  impositions  as the result
     (whether solely or in part) of business or  transactions  unrelated to this
     Lease. In case any report or return is required to be filed with respect to
     any obligation of Lessee under this Section or arising out of this Section,
     Lessee  will  notify  Lessor of such  requirement  and make such  report or
     return in such manner as shall be  satisfactory to Lessor,  provided,  that
     the payment of any use taxes shall be made in such manner as  specified  by
     Lessor in writing to Lessee;  or (iv) The  provisions of this Section shall
     survive the expiration or earlier termination of this Lease.

               (b) Special Tax Provisions.

                      (1) The Owner of the items of equipment, shall be entitled
     to take into account in computing its Federal Income tax liability, Current
     Tax Rate and such deductions,  credits,  and other benefits as are provided
     by the Code to an owner of property, including, without limitation:

                      (A) Recovery  deductions  ("Recovery   Deductions")  under
     Section  168 (a) of the  Code  for  each  item of  equipment  in an  amount
     determined,  commencing  with the 1997 taxable  year,  by  multiplying  the
     Owner's Cost of such item of equipment by the percentages  applicable under
     Section 168 (b) of the Code with respect to "(5)-year  property" within the
     meaning of Section 168 (c) (2) of the Code;

                      (B) Amortization of expenses  ("Amortization  Deductions")
     paid or to be paid by Owner in connection with this Lease at a rate no less
     rapid than straight line over the Lease Term.

           TFGLN001                                                     INITIAL


<PAGE>


                  (ii) For the purposes of this Subsection 11 (b) only, the term
"owner" shall include the "common parent" and all other corporations included in
the  affiliated  group,  within the meaning of Section  1504 of the Code (or any
other successor section thereto), of which Owner is or becomes a member.

12.     Compliance with Laws: Operation and Maintenance,

        (a) Lessee will use the equipment in a careful and proper  manner,  will
comply with and conform to all governmental laws, rules and regulations relating
thereto,  and will cause the  equipment  to be operated in  accordance  with the
manufacturer's or supplier's instructions or manuals.

        (b) Lessee will, at its own expense,  keep and maintain the equipment in
good repair,  condition and working  order and furnish all parts,  replacements,
mechanisms,  devices  and  servicing  required  therefore  so  that  the  value,
condition and operating efficiency therefore will at all times be maintained and
preserved,  reasonable wear and tear excepted.  Lessee will, at its own expense,
perform all required acts  necessary to maintain any  manufacturer's  warranties
and guarantees respecting the equipment.  All such repairs,  parts,  mechanisms,
devices and replacements  immediately,  without further act, become the property
of Lessor and part of the equipment.

        (c) Lessee will not make or authorize any improvement,  change, addition
or  alteration to the equipment  (1) If such  improvement,  change,  addition or
alteration will impair the originally  intended function or use of the equipment
or impair the value of the  equipment  as it existed  immediately  prior to such
improvement,  change, addition or alteration;  or (ii) if any parts installed in
or attached to or otherwise  becoming a part of the equipment as a result of any
such improvement,  change, addition or alteration shall not be readily removable
without  damage  to the  equipment.  Any part  which  is added to the  equipment
without violating the provisions of the immediately preceding sentence and which
is not a replacement  or  substitution  for any property which was a part of the
equipment,  shall  remain the property of Lessee and may be removed by Lessee at
any time prior to the  expiration or earlier  termination of the Lease Term. All
such parts shall be and remain free and clear of any Liens.  Any such part which
is not so removed prior to the  expiration or earlier  termination  of the Lease
Term shall, without further act, become the property of Lessor.

13.     Inspection.

           Upon reasonable notice, Lessor or its authorized representatives  may
at any reasonable time or times inspect the equipment when it deems it necessary
to protect its interest therein.

14.     Identification.

        Lessee shall, at its expense,  attach to each item of equipment a notice
satisfactory to Lessor disclosing Owner's ownership of such item of equipment.

15.     Personal Property.

        Lessee  represents  that the equipment  shall be and at all times remain
separately  identifiable  personal property.  Lessee shall, at its expense, take
such  action  (including  the  obtaining  and  recording  of  waivers) as may be
necessary to prevent any third party from  acquiring any right to or interest in
the equipment by virtue of the  equipment  being deemed to be real property or a
part of real property or a part of other personal  property,  and it at any time
any person shall claim any such right or interest, Lessee shall, at its expense,
cause  such claim to be waived in wiring or  otherwise  eliminated  to  Lessor's
satisfaction  within 30 days after such claim shall have first  become  known to
Lessee.

16.     Loss or Damage.

        (a) All risk of loss,  theft,  damage or destruction to the equipment or
any part thereof, however incurred or occasioned,  shall be borne by Lessee and,
unless such occurrence constitutes an Event of Loss pursuant to paragraph (b) of
this Section,  Lessee shall promptly give Lessor written notice hereof and shall
promptly  cause the  affected  part or parts of the  equipment to be replaced or
restored to the  condition  and repair  required to be  maintained by Section 12
hereof.

        (b) If an Event of Loss  with  respect  to any item of  equipment  shall
occur,  Lessee shall  promptly give Lessor written  notice  thereof,  and Lessee
shall pay to Lessor as soon as it receives  insurance  proceeds  with respect to
said Event of Loss but in any event no later  than 90 days after the  occurrence
of said  Event of Loss an  amount  equal to the sum of (i) the  Stipulated  Loss
Value of such item of  equipment  computed  as of the , Rent  Payment  Date with
respect to such item of equipment on or  immediately  preceding  the date of the
occurrence  of such Event of Loss;  and (ii) all rent and other  amounts due and
owing hereunder for such item of equipment on or prior to the Loss Payment Date.
Upon  payment  of such  amount to  Lessor,  the lease of such item of  equipment
hereunder shall terminate, and Lessor will transfer within forty days to Lessee,
Lessor's right, title, if any, and interest in and to such item of equipment, on
an "as-is,  where-is"  basis,  without  recourse and without  representation  or
warranty, express or implied, other than a representation and warranty that such
item of equipment is free and clear of any Lessor's Liens.

        (c) Any  payments  received  at any time by Lessor  or  Lessee  from any
insurer  with  respect  to loss or damage to the  equipment  shall be applied as
follows:  (1) If such  payments are  received  with respect to o n Event of Loss
they shall be paid to Lessor,  but to the extent received by Lessor,  they shall
reduce as the ease may be,  Levee's  obligation to pay the amounts due to Lessor
under  Section 16 Co) hereof with respect to such Event of Loss; or (ii) if such
payments  are received  with  respect to any loss of or damage to the  equipment
other than an Event of Loss, such payments  shall,  unless a Default or Event of
Default  shall  have  occurred  and be  continuing,  be paid  over to  Lessee to
reimburse Lease for Its payment of the costs and expenses  incurred by Lessee in
replacing  or  restoring  pursuant to Section 16 (a) hereof the Part or parts of
the equipment which suffered such loss or damage.

TFGLNO01                     .6-                                           i~4~


<PAGE>

17.     General Indemnity

        Lessee assumes liability for and shall indemnify,  protect save and keep
harmless  Lessor.  the  partners  comprising  Lessor,  its and their  directors,
officers employees,  agents,  servants,  successors and assigns (an "indemnity")
from  and  against  any  and  all  liabilities,   obligation,  losses,  damages,
penalties,  claims,  actions,  suits, costs and expenses,  including  reasonable
legal  expenses,  of  whatsoever  kind and nature,  imposed  on,  incurred by or
asserted  against any  indemnity.  In any way relating to or arising out of this
Lease or the  enforcement  hereof,  or the  manufacture,  purchase,  acceptance,
rejection,  rejection,  ownership,  possession, use, selection, delivery, lease,
operation,  condition, sale, return or other disposition of the equipment or any
part thereof (including. without limitation, latent or other defects, whether or
not discoverable by Lessee or any other person, any claim in tort whether or not
for strict  liability  and any claim for Patent,  trademark,  copyright or other
intellectual property infringement); provided, however, that Lessee shall not be
required to indemnify any indemnity for loss or liability resulting from acts or
events which occur after the equipment has been returned to Lessor in accordance
with the Lease,  or for loss or  liability  resulting  solely  from the  willful
misconduct or gross negligence of such indemnity. The provisions of this Section
shall survive the expiration or earlier termination of this Lease.

18.     Events or Default.

        The following  events shall each  constitute an event of default (herein
called  "Event of Default")  under this Lease:

         (i) Lessee shall fail to execute and  deliver to  Lessor  (or  Lessor's
agent) the "Delivery  Certificate"  within  twenty,  four (24) hours of Turnover
of the equipment to Lessee.

        (ii) Lessee  shall fail to commence  lease  payments on the first day of
the month  following the  Commencement  Date, or such other  initiation of lease
payments specified in Section 5 of this Lease.

        (iii)  Lessee  shall fail to make any  payment  of rent or other  amount
owing  hereunder or  otherwise  after notice has been given that payment is past
due; or

        (iv) Lessee shall fail to maintain the insurance  required by Section 10
hereof or to perform or observe any of the covenants contained in Sections 21 or
22 hereof; or

        (v)  Lessee  shall  fall to  perform  or  observe  any  other  covenant,
condition  or  agreement  to be performed or observed by it with respect to this
Lease or any other  agreement  between  Lessor and Lessee and such failure shall
continue  un-remedied  for 30 days  after the  earlier  of (a) the date on which
Lessee obtains,  or should have obtained  knowledge of such failure;  or (b) the
date on which notice thereof shall be given by Lessor to Lessee; or

        (vi) Any  representation  or  warranty  made by Lessee  herein or in any
document, certificate or financial or other statement now or hereafter furnished
Lessor  in  connection  with  this  Lease  shall  prove at any time to have been
untrue,  incomplete or  misleading  in any material  respect as of the time when
made; or

        (vii)  The  entry of a decree  or order  for  relief  by a court  having
jurisdiction in respect of Lessee,  adjudging Lessee a bankrupt or insolvent, or
approving as properly filed a Petition  seeking a  reorganization,  arrangement,
adjustment  or  composition  of or  in  respect  of  Lessee  in  an  involuntary
proceeding  or case  under the  Federal  bankruptcy  laws.  as now or  hereafter
constituted, or any other applicable Federal or State bankruptcy,  insolvency or
other similar law, or appointing a receiver,  liquidator,  assignee,  custodian,
trustee or  sequestrator  (or similar  official) of Lessee or of any substantial
part of its property,  or ordering the winding-up or liquidation of its affairs,
and the  continuance  of any such decree or order  un-stayed and in effect for a
Period of 30 days; or

        (viii) The  institution  by Lessee of  proceedings  to be  adjudicated a
bankruptcy or insolvent,  or the consent by it to the  institution of bankruptcy
or  insolvent,  proceedings  against  it.  or the  commencement  by  Lessee of a
voluntary  pr6ceedlng  or case  under the  Federal  bankruptcy  laws,  as now or
hereafter  constituted,  or any other  applicable  Federal or state  bankruptcy,
insolvency  or other similar law. or the consent by it to the filing of any such
petition  or  to  the  appointment  of  or  taking  possession  by  a  receiver,
liquidator,  assignee, trustee, custodian,,  trustee or sequestrator (or similar
official) of Lessee or of any substantial part of its property, or the making by
it of any  assignment for the benefit of creditors or the admission by it of its
inability to pay its debts generally as they become due or its willingness to be
adjudicated  a bankrupt or the failure of Lessee  generally  to pay its debts as
they become due or the taking of corporate  action by Lessee in  furtherance  of
any of the foregoing.

19.     Remedies

        If and Event of Default specified in Subsection  18(vii) or (viii) above
shall  occur,  then,  and in any such event,  Lessor  shall not be  obligated to
purchase  or lease  any of the  equipment  and this  Lease  shall,  without  any
declaration  or other action by Lessor,  be in default.  If an Event of Default,
other than an Event of Default specified in Subsection  18(vii) or (viii) above,
shall occur, Lessor may, at its option,  declare this Lease to be in Default. At
any time after this Lease is in default under the first sentence of this Section
19, Lessor has declared this Lease to be in default under the second sentence of
this Section 19, Lessor and/or its  representative may do any one or more of the
following  with respect to all of the equipment or any part thereof as Lessor in
its sole discretion shall elect, to t he extent permitted by applicable law then
in effect:

        (a) demand  that  Lessee,  and  Lessee  shall at its  expense  upon such
demand, return the equipment promptly to Lessor at such place in the continental
United States of America as Lessor shall  specify,  or Lessor and/or its agents,
at its option,  may with or without entry upon the premises  where the equipment
is located and disable equipment,  or make the equipment inoperable  permanently
or temporarily in Lessor's sole discretion,  and/or take immediate possession of
the  equipment  and remove the same by summary  proceedings  or  otherwise,  all
without

TFGLN001                          -7-


<PAGE>

liability  for or by reason of such entry or taking of  possession,  whether for
the  restoration of damage to property caused by such taking or for disabling or
otherwise:

        (b) sell the  equipment  at  public or  private  sale,  with or  without
notice,  advertisement  or  publication,  as Lessor may determine,  or otherwise
dispose of, hold,  use,  operate,  lease to others or keep idle the equipment as
Lessor in its sole discretion may determine, all free and clear of any rights of
Lessee and without any duty to account to Lessee with  respect to such action or
inaction or for nay proceeds with respect thereto:

        (c) by written notice to Lessee specifying a payment date which shall be
not earlier than 20 days after the date of such  notice,  demand that Lessee pay
to Lessor,  and Lessee pay to Lessor,  on the  payment  date  specified  in such
notice,  as liquidated  damages for loss of a bargain and not as a penalty,  all
accrued and unpaid rent for the  equipment  due on all Rent Payment  Dates up to
and including the payment date specified in such notice plus an amount (together
with  interest  on such amount at the Late Charge  Rate,  from the payment  date
specified in such notice to the date of actual payment) equal to the excess,  if
any,  of the  Stipulated  Loss Value of the  equipment  as of the  payment  date
specified in such notice over the Fair Market Sale Value of the  equipment as of
such date;

        (d) Lessor may exercise any other right or remedy which may be available
to it under applicable law or proceed by appropriate court action to enforce the
terms  hereof or to recover  damages  for the breach  hereof or to rescind  this
Lease.  Lessor is  entitled to recover  any amount  that fully  compensates  the
Lessor  for any  damage  to or loss of the  Lessor's  residual  interest  in the
equipment caused by the Lessee's default.

        In the event any present value discounting is applied, the discount rate
used shall be the Federal Reserve Board Discount Rate.

        In  addition,  Lessee  shall be liable for any and all  unpaid  rent and
other  amounts  due  hereunder  before  or  during  the  exercise  of any of the
foregoing  remedies  and for all  reasonable  legal  fees and  other  costs  and
expenses  incurred  by reason of the  occurrence  of any Event of Default or the
exercise of Lessor's  remedies with respect  thereto,  including all  reasonable
costs and expenses  incurred in connection  with the placing of the equipment in
the condition required by Section 12 hereof.

        No remedy  referred to in this  Section 19 is intended to be  exclusive,
but each shall be  cumulative  and in addition to any other  remedy  referred to
herein or otherwise available to Lessor at law or in equity; and the exercise or
beginning  of exercise by Lessor of any one or more of such  remedies  shall not
preclude the  simultaneous  or later exercise by Lessor of any or all such other
remedies. No express or implied waiver by Lessor of an Event of Default shall in
any way be, or be construed to be, a waiver of any future or subsequent Event of
Default.  To the extent  permitted by applicable  law,  Lessee hereby waives any
rights now or  hereafter  conferred  by statute or  otherwise  which may require
Lessor to sell or lease or otherwise use the equipment in mitigation of Lessor's
damages or losses or which may otherwise  limit or modify any of Lessor's rights
or remedies under this Lease.

20.     Lessor's Right to Perform

        If Lessee fails to make any payment  required to be made by it hereunder
or fails to perform or comply with any of Its other agreements contained herein,
Lessor may itself make such  payment or perform or comply  with such  agreement,
and the amount of such  Payment  and the amount of the  reasonable  expenses  of
Lessor  incurred  in  connection  with such  Payment  or the  Performance  of or
compliance  with such  agreement,  as the case may be,  together  with  interest
thereon at the Late Charge Rate, shall be deemed to be additional rent,  payable
by Lessee within 30 days of notice.

21.      LOCATION; ASSIGNMENT OR SUBLEASE; TITLE TRANSFER

        (a) LESSEE WILL NOT REMOVE THE EQUIPMENT FROM THE LOCATION  SPECIFIED IN
SCHEDULE  I OF EXHIBIT A WITHOUT  THE PRIOR  WRITTEN  CONSENT  OF  LESSOR,  SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD,  EXCEPT REMOVAL OUTSIDE THE CONTINENTAL
U.S.  IS NOT  PERMITTED,  THE  EQUIPMENT  SHALL  AT  ALL  TIMES  BE IN THE  SOLE
POSSESSION AND CONTROL OF LESSEE AND LESSEE WILL NOT,  WITHOUT THE PRIOR WRITTEN
CONSENT OF LESSOR,  ASSIGN  THIS LEASE OR ANY  INTEREST  HEREIN OR  SUBLEASE  OR
OTHERWISE  TRANSFER,  ITS  INTEREST IN ANY OF THE  EQUIPMENT,  AND ANY  ATEMPTED
ASSIGNMENT,   SUBLEASE   OR  OTHER   TRANSFER   BY   LESSEE  IN   VIOLATION   OF
THESE-PROVISIONS SHALL BE VOID.

        (b) LESSOR AND  LESSEE  ACKNOWLEDGE  THAT  LESSOR (i) MAY  TRANSFER  ITS
INTEREST  IN  THE   EQUIPMENT  TO  AN  OWNER  OTHER  THAN  LESSOR.   LESSOR  MAY
CONTEMPORANEOUSLY  THEREWITH LEASE THE EQUIPMENT BACK FROM SUCH OWNER,  AND (ii)
MAY ASSIGN THIS LEASE  LESSEE  HEREBY  CONSENTS  TO EACH OF THE  ABOVE-DESCRIBED
TRANSACTIONS.  FURTHER LESSEE DOES HEREBY ACKNOWLEDGE (i) THAT ANY SUCH TRANSFER
AND/OR  ASSIGNMENT  BY LESSOR DOES NOT  MATERIALLY  CHANGE  LESSEE'S  DUTIES AND
OBLIGATIONS  HEREUNDER,  (ii)  THAT SUCH  TRANSFER  AND/OR  ASSIGNMENT  DOES NOT
MATERIALLY  INCREASE THE BURDENS OR RIGHTS IMPOSED ON THE LESSEE, AND (iii) THAT
THE ASSIGNMENT IS PERMITTED EVEN IF THE ASSIGNMENT COULD BE DEEMED TO MATERIALLY
AFFECT THE INTEREST OF THE LESSEE.

22.    Status Changes in Lessee

        will not without  thirty (30) days prior written  notice to Lessor,  (a)
enter into any transaction of merger or consolidation unless it is the surviving
corporation or after giving effect to such merger or consolidation its net worth
equals or exceeds that which existed prior to such merger or  consolidation;  or
(b) change the form of organization  of its business:  or (c) change its name or
its  chief  place  of  business.  Lessee  must  obtain  Lessor's  prior  written
concurrence  before Lessee may undertake any actions to (a) liquidate,  dissolve
or any such similar action of the Lessee's  organization,  or (b) sell, transfer
or otherwise dispose of all or any substantial part of Lessee's assets.

TFGLN00                            -8-


<PAGE>

23.      Further Assurances; Financial Information.

        (a) Lessee will,  at its expense,  promptly and duly execute and deliver
to Lessor such further  documents and assurances and take such further action as
Lessor  may from  time to time  reasonably  request  in order to  establish  and
protect the rights,  interests and remedies created or intended to be created in
favor of Lessor  hereunder,  including,  without  limitation,  the execution and
filing of Uniform  Commercial Code financing  statements  covering the equipment
and proceeds  therefrom in the  jurisdictions  in which the equipment is located
from time to time.  To the extent  permitted by  applicable  law,  Lessee hereby
authorizes Lessor to file any such financing statements without the signature of
Lessee.

        (b) Lessee will  qualify to do  business  and remain  qualified  in good
standing,  in each  Jurisdiction  in which  the  equipment  is from time to time
located.

        (c) Lessee will furnish to Lessor as soon as available, but in any event
not  later  than  90  days  after  the end of each  fiscal  year  of  Lessee,  a
consolidated  balance  sheet of Lessee as at the end of such  fiscal  year,  and
consolidated  statements  of income and changes in financial  position of Lessee
for such fiscal year,  all in reasonable  detail,  prepared in  accordance  with
generally  accepted  accounting  principles  applies  on  a  basis  consistently
maintained  throughout the period involved.  These reports will not be disclosed
to anyone other than the Lessor and/or the Owner as provided in Section 21 (b).

24.     Notices.

        All  notices,  demands and other  communications  hereunder  shall be in
writing,  and shall be deemed to have been given or made when  deposited  in the
United States mail, first class postage prepaid, addressed as follows or to such
other address as any of the authorized representatives of the following entities
may from time to time designate in writing to the other listed below:

               Lessor:        TELECOMMUNICATIONS FINANCE GROUP
                              400 Rinehart Road
                              Lake Mary, Florida 32746

               Lessee:        ATHENA INTERNATIONAL LTD. LIABILITY CO.
                              dba ATHENA INTERNATIONAL, LLC
                              708 Poydras St., 675 One Shell Square
                              New Orleans, LA 70138

25.       Conditions Precedent:

        (a)  Lessor  shall not be  obligated  to lease  the  items of  equipment
described herein to Lessee hereunder unless:

                       (i) Such Uniform  Commercial  Code  financing  statements
      covering  equipment and proceeds  therefrom and landlord and/or  mortgagee
      waivers or disclaimers  and/or  severance  agreements  with respect to the
      items of equipment covered by this Lease as Lessor shall deem necessary or
      desirable in order to protect its  interests  therein shall have been duly
      executed and filed, at Lessee's expense,  in such public offices as Lessor
      shall direct:

                        (ii)  All   representations  and  warranties  of  Lessee
      contained  herein or in any document or  certificate  furnished  Lessor in
      connection  herewith  shall be true and  correct  on and as of the date of
      this  Lease  with the same  force and  effect as if made on and as of such
      date; no Event of Default or Default shall be in existence on such date or
      shall occur as a result of the lease by Lessee of the equipment  specified
      in Schedule 1 of Exhibit A:

                        (iii) In the sole  judgment of Lessor,  there shall have
      been no material adverse change in the financial  condition or business of
      Lessee:

                        (iv) All  proceedings to be taken in connection with the
      transactions  contemplated by this Lease shall be satisfactory to Lessor's
      counsel and

                        (v) Lessor shall have received from Lessee,  in form and
      substance  satisfactory  to it, such other  documents and  information  as
      Lessor  shall be  satisfactory  in form and  substance  to Lessor  and its
      counsel;

                        (vii) No Change in Tax Law,  which in the sole  judgment
      of Lessor would adversely affect Lessor's  Economics,  shall have occurred
      or shall appear, in Lessor's good faith judgment, to be imminent.

26.      Software License.

         Reference  is made to the form of Software  Product  License  Agreement
         attached  hereto as  Exhibit B (the  "License  Document").  Lessor  has
         arranged for the equipment  manufacturer  to grant a license to use the
         software as defined in the License  Document  in  conjunction  with the
         equipment  leased hereunder in accordance with the terms of the License
         Document.  The original  license fee is contained in the lease rate. To
         avail  itself of the license  grant,  Lessee  must  execute the License
         Document,  upon  Commencement  of the Lease.  "Buyer" and "Licensee" as
         used in the License Document are synonymous with lessee.

TFGLN001                            -9-                                 INITIAL


<PAGE>

27.      LIMITATION OF LIABILITY.

              LESSOR SHALL NOT BE LIABLE FOR LOST  PROFITS OR REVENUE,  SPECIAL,
     INDIRECT,  INCIDENTAL,  CONSEQUENTIAL  OR PUNITIVE DAMAGES OF ANY NATURE OR
     FROM ANY CAUSE WHETHER BASED IN-CONTRACT OR TORT, INCLUDING NEGLIGENCE,  OR
     OTHER LEGAL  THEORY EVEN IF LESSOR HAS BEEN ADVISED OF THE  POSSIBILITY  OF
     SUCH  DAMAGES,  LESSEE HEREBY AGREES THAT LESSOR WILL NOT BE LIABLE FOR ANY
     LOST  PROFITS  OR  REVENUE  OR FOR ANY  CLAIM OR DEMAND  AGAINST  LESSEE BY
     ANOTHER PARTY.

      28.      Miscellaneous.

              (a)  Any   provision  of  this  Lease  which  is   prohibited   or
     unenforceable  in any  jurisdiction  shall,  as to  such  jurisdiction,  be
     ineffective to the extent of such prohibition or  unenforceability  without
     invalidating the remaining  provisions  hereof, and any such prohibition or
     unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
     unenforceable  such  provisions  in any other  jurisdiction.  To the extent
     permitted by  applicable  law,  Lessee  hereby  waives any provision of law
     which  renders any provision  hereof  prohibited  or  unenforceable  in any
     respect.

              (b) No terms or provisions  of this Lease may be changed,  waived,
     discharged  or  terminated  orally,  but only by an  instrument  in writing
     signed by the party against which the  enforcement  of the change,  waiver,
     discharge  or  termination  is  sought.  No delay or failure on the part of
     Lessor to exercise any power or right  hereunder  shall operate as a waiver
     thereof,  nor as an  acquiescence  in any default,  nor shall any single or
     partial  exercise  of any  power or right  preclude  any  other or  further
     exercise  thereof,  or the exercise of any other power or right.  After the
     occurrence of any Default or Event of Default,  the acceptance by Lessor of
     any payment of rent or other sum owed by Lessee  pursuant  hereto shall not
     constitute  a waiver  by  Lessor  of such  Default  or  Event  of  Default,
     regardless of Lessor's  knowledge or lack of knowledge  thereof at the time
     of acceptance of any such payment, and shall not constitute a reinstatement
     of this lease,  if this Lease shall have been declared in default by Lessor
     pursuant to Section 18 hereof or otherwise, unless Lessor shall have agreed
     in  writing  to  reinstate  the Lease and to waive the  Default or Event of
     Default.

     In the event Lessee tenders payment to Lessor by check or draft  containing
     a qualified endorsement purporting to limit or modify Lessee's liability or
     obligations  under this Lease,  such qualified  endorsement  shall be of no
     force and effect even if Lessor processes the check or draft for payment.

              (c)  This  Lease  with  exhibits  contains  the  full,  final  and
     exclusive  statement of the agreement between Lessor and Lessee relating to
     the lease of the equipment.

              (d) This Lease  shall  constitute  an  agreement  of an  operating
     lease,  and nothing  herein  shall be  construed as conveying to Lessee any
     right, title or interest in the equipment except as Lessee only.

              (e) This Lease and the covenants and agreements  contained  herein
     shall  be  binding  upon,  and  inure to the  benefit  of,  Lessor  and its
     successors  and assigns and Lessee and, to the extent  permitted by Section
     21 hereof, its successors and assigns.

              (f) The headings of the Sections are for  convenience of reference
     only,  are not a part of this  Lease and shall not be deemed to affect  the
     meaning or construction of any of the provisions hereof.

              (g) This Lease may be executed by the parties hereto on any number
     of  separate  counterparts,  each of which when so executed  and  delivered
     shall be an original,  but all such counterparts shall together  constitute
     but one and the same instrument.

              (h) This  Lease is deemed  made and  entered  into in the State of
     Florida and shall be governed by and construed under and in accordance with
     the laws of the State of  Florida  as if both  parties  were  residents  of
     Florida.

             (i) Lessee  hereby  irrevocably  consents and agrees that any legal
     action, suit, or proceeding arising out of or in any way in connection with
     this  Lease  shall be  instituted  or brought in the courts of the State of
     Florida,  or the United States  Courts for the District of Florida,  and by
     execution and delivery of this Lease, Lessee hereby irrevocably accepts and
     submits  to,  for itself and in  respect  of its  property,  generally  and
     unconditionally,  the non-exclusive  jurisdiction of any such court, and to
     all proceedings in such courts.  Lessee irrevocably  consents to service of
     any summons  and/or legal process by registered or certified  United States
     mail,  postage  prepaid,  to Lessee at the  address set forth in Section 24
     hereof, such method of service to constitute, in every respect,  sufficient
     and effective service of process in any legal action or proceeding. Nothing
     in this  Lease  shall  affect  the right to service of process in any other
     manner  permitted by law or limit the right of  Lessor  to  bring  actions,
     suits or proceedings in the court of any other jurisdiction. Lessee further
     agrees that final  judgment  against it in any such legal  action,  suit or
     proceeding   shall  be  conclusive   and  may  be  enforced  in  any  other
     jurisdiction,  within or outside the United  States of America,  by suit on
     the judgment,  a certified or exemplified copy of which shall be conclusive
     evidence of the fact and the amount of the liability.

TFGLN001                              -10-


<PAGE>

IN WITNESS  WHEREOF,  Lessor and Lessee  have each  caused this Lease to be duly
executed as of the day and year first  above  written  and its  signature  below
Lessee expressly acknowledges that this Lease may not be modified unless done so
in a  writing  signed  by each of the  parties  hereto  or their  successors  in
interest.

                                   ATHENA INTERNATIONAL LTD. LIABILITY CO.
                                   dba  ATHENA    INTERNATIONAL,  LLC  (Lessee)

                                   By: /s/ Michael Landers
                                      -----------------------------------------
                                       Michael Landers, Exec. Managing Director
                                      -----------------------------------------
                                                (Name & Title)

                                  Date Signed: 11-5-96
                                              ---------------------------------
                                               Telecommunications Finance Group
                                               (Lessor)
                                  By:   CC Callaway
                                     ------------------------------------------
                                  Date Signed: 31 January 1997
                                     ------------------------------------------
                                             Authorized Representative

TFGLN001                              -.11-


<PAGE>


      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
                               (LOS ANGELES, CA)
                     O. O1  SCHEDULE A (ORIGINAL LEASE VALUE)
                              STIPULATED LOSS VALUE

The  stipulated  Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment  shall be determined by  multiplying  the
Lessor's Value of such item of,  Equipment by the percentage set forth below for
such Rent Payment Date;  provided that,  any  determination  of Stipulated  Loss
value as of a date occurring,  after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.

        After Rent
      Payment Number                               Percentage
           0                                       105.0000
           1                                       104.1089
           2                                       103.2055
           3                                       102.2898
           4                                       101.3616
           5                                       100.4208
           6                                        99.4672
           7                                        98.5008
           8                                        97.5214
           9                                        96.5288
          10                                        95.5230
          11                                        94.5038
          12                                        93.4710
          13                                        92.4247
          14                                        91.3644
          15                                        90.2903
          16                                        89.2021
          17                                        88.0997
          18                                        86.9829
          19                                        85.8517
          20                                        84.7057
          21                                        83.5450
          22                                        82.3694
          23                                        81.1786
          24                                        79.9726
          25                                        78.7512
          26                                        77.5143
          27                                        76.2617
          28                                        74.9932
          29                                        73.7087
          30                                        72.4080
          31                                        71.0910
          32                                        69.7574
          33                                        68.4073
          34                                        67.0402
          35                                        65.6562
          36                                        64.2550
          37                                        62.8364
          38                                        61.4003
          39                                        59.9466
          40                                        58.4749
          41                                        56.9852
          42                                        55.4773
          43                                        53.9510
          44                                        52.4061
          45                                        50.8424
 .         46                                        49.2597
          47                                        47.6578
          48                                        46.0366
          49                                        43.9792
          50                                        41.9021
          51                                        39.8050
          52                                        37.6878
          53                                        35.5502
          54                                        33.3921
          55                                        31.2133
          56                                        29.0134
          57                                        26.7925
          58                                        24.5501
          59                                        22.2862
          60                                        20.0000
10/31/96                                                                INITIAL

<PAGE>

                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
                              SITE: LOS ANGELES, CA
                              ADDITION I - 06/02/97

                                   SCHEDULE A
                              STIPULATED LOSS VALUE

0.009166

The  Stipulated  Loss Value of any item of Equipment as of any Rent with respect
of such item of Equipment  shall be multiplying  the Lessor's Value of such item
of the percentage set forth below for such Rent Payment that, any  determination
of  stipulated  LOSS Value as  occurring  after the final Rent Payment Date with
respect equipment, shall be made as of such final Rent Rent

       Number                                     Percentage
            0                                       105.0000
            1                                       104.0467
            2                                       103.0815
            3                                       102.1045
            4                                       101.1155
            5                                       100.1144
            6                                        99.1011
            7                                        98.0754
            8                                        97.0373
            9                                        95.9866
           10                                        94.9233
           11                                        93.8471
           12                                        92.7581
           13                                        91.6560
           14                                        90.5408
           15                                        89.4123
           16                                        88.2704
           17                                        87.1150
           18                                        85.9460
           19                                        84.7633
           20                                        83.5666
           21                                        82.3559
           22                                        81.1311
           23                                        79.8921
           24                                        78.6386
           25                                        77.3706
           26                                        76.0879
           27                                        74.7904
           28                                        73.4780
           29                                        72.1505
           30                                        70.8078
           31                                        69.4498
           32                                        68.0762
           33                                        66.6870
           34                                        65.2821
           35                                        63.8612
           36                                        62.4243
           37                                        60.9711
           38                                        59.5016
           39                                        58.0156
           40                                        56.5129
           41                                        54.9934
           42                                        53.4569
           43                                        51.9033
           44                                        50.3324
           45                                        48.7441
           46                                        47.1381
           47                                        45.5144
           48                                        43.8728
           49                                        41.7964            INITIAL
           50                                        39.7018
           51                                        37.5887
           52                                        35.4570
           53                                        33.3066
           54                                        31.1372
           55                                        28.9488
           56                                        26.7410
           57                                        24.5138
           58                                        22.2670
           59                                        20.O0O0


<PAGE>


<TABLE>
<CAPTION>
<S>                                       <C>                                         <C>
  This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code.     3 Maturity date (if any):
                                                                                                                DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address(es)  2. Secured Party(ies) and address (es)  For Filing Officer (Date, Time,
                                                                                          Number, and Filing Office)
ATHENA INTERNATIONAL LTD.                       TELECOMMUNICATIONS FINANCE
LIABILITY CO. DBA ATHENA                        GROUP
INTERNATIONAL, LLC                              400 RINEHART ROAD
701 POYDRAS ST., 675 ONE SHELL SQ.              LAKE MARY, FL 32746
NEW ORLEANS, LA 70139                           FEIN: 52-2122392
FEIN: 72-1280590
---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No.  141556
   Filed with Secretary of State, NY Date Filed     7/16/96
------------------------------------------------------------------------------------------------------------------------------------
5. / / Continuation.     The original financing statement between the foregoing Debtor and Secured Party,  bearing file number shown
                         above, is still effective.
6. / / Termination.      Secured party no longer claims a security interest under the financing  statement bearing file number shown
                         above.
7. / / Assignment.       The secured  party's  right under the financing  statement  bearing file number shown above to the property
                         described in Item 10 have been assigned to the assignee whose name and address appears in Item 10.
8. /X/ Amendment         Financing Statement bearing file number shown above is amended as set forth in Item 10.
9. / / Partial Release   Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
                         shown above.
------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
        HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
        1890 SHORELINE BLVD.
        MOUNTAIN VIEW, CA 94043-1320

     THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
     (SITE: NEW YORK, NY)
                                                                                 No. of additional Sheets presented: 0
------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC.                                            TELECOMMUNICATIONS FINANCE GROUP

----------------------------------------------------------------------           ---------------------------------------------------
By: Signature(s) Of Debtor(s) (necessary only if item 8 is applicable).             By:      Signature(s) of Secured Party(ies)


                                                  STANDARD FORM-FORM UCC-3

</TABLE>
<PAGE>


                     ATHENA INTERNATIONAL LTD. LIABILITY CO.

                          DBA ATHENA INTERNATIONAL, LLC

                          SITE: LOS ANGELES, CALIFORNIA

                             ADDITION II - 08/29/97

0.009166                            SCHEDULE A
                              STIPULATED LOSS VALUE

The  stipulated  Loss Value of any item of Equipment as of any Rent payment date
with respect of such item of Equipment  shall be multiplying  the Lessor's Value
of such  item of  equipment  by the  percentage  set  forth  below for such Rent
Payment date;  provided that, any determination of Stipulated Loss Value as of a
date  occurring  after the final  Rent  Payment  Date with  respect to such item
equipment, shall be made as of such final Rent payment date.

 After Rent
Payment Number                                      Percentage
--------------                                      ----------
            0                                         105.0000
            1                                         103.9530
            2                                         102.8933
            3                                         101.8210
            4                                         100.7358
            5                                          99.6376
            6                                          98.5264
            7                                          97.4021
            8                                          96.2643
            9                                          95.1132
           10                                          93.9485
           11                                          92.7702
           12                                          91.5780
           13                                          90.3719
           14                                          89.1518
           15                                          87.9175
           16                                          86.6688
           17                                          85.4057
           18                                          84.1280
           19                                          82.8357
           20                                          81.5284
           21                                          80.2062
           22                                          78.8689
           23                                          77.5163
           24                                          76.1483
           25                                          74.7647
           26                                          73.3655
           27                                          71.9505
           28                                          70.5194
           29                                          69.0723
           30                                          67.6089
           31                                          66.1291
           32                                          64.6327
           33                                          63.1196
           34                                          61.5896
           35                                          60.0426
           36                                          58.4784
           37                                          56.8969
           38                                          55.2978
           39                                          53.6811
           40                                          52.0466
           41                                          50.3942
           42                                          48.7235
           43                                          47.0346
           44                                          45.3271
           46                                          41.8561
           47                                          40.0922
           48                                          38.3091
           49                                          36.0901
           50                                          33.8514
           51                                          31.5931
           52                                          29.3149
           53                                          27.0167
           54                                          24.6981
           55                                          22.3592
           56                                          20.0000


<PAGE>

          AMENDMENT TO LEASE AGREEMENT DATED October 3l, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
     ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
               FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA

Effective  December 2, 1997, the following  sections of said Lease Agreement are
amended as follows:

1.       Section 3:
         The term of the lease  changed  from sixty (60)  months to  sixty-three
         (63) months.

2.       Section 5(a):

         The  number  of  consecutive  monthly  installments  of  rent  for  the
         Equipment is changed from sixty (60) months to sixty-three (63) months.

TELECOMMUNICATIONS FINANCE GROUP        ATHENA INTERNATIONAL LTD. LIABILITY CO.
                                        DBA ATHENA INTERNATIONAL, LLC

By:                                     By:
    ----------------------------           ----------------------------------

--------------------------------        -------------------------------------
      Authorized Representative                       (Name & Title)

Date Signed: 4/14/98                    Date Signed:  MARCH 2,1998
            --------------------                    -------------------------

<PAGE>

                                   SCHEDULE B

           AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
                  TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
 ATHENA INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC (LESSEE)
                FOR EQUIPMENT TO BE INSTALLED IN Los Angeles, CA


A DEPOSIT EQUAL TO 0% OF LESSOR'S VALUE IS REQUIRED BY LESSOR PRIOR TO SHIPMENT,
WHICH WILL BE APPLIED FIRST TO THE FIRST  INSTALLMENT  OF LEASE RENT AND THEN TO
SUCCEEDING INSTALLMENTS OF LEASE RENT UNTIL FULLY UTILIZED.

IN THE EVENT OF EARLY  TERMINATION  OF THE LEASE DUE TO DEFAULT  BY LESSEE,  ANY
UNAPPLIED  PORTION OF THE 0% DEPOSIT IS  NON.REFUNDABLE  AND WILL BE RETAINED BY
Lessor.

IN THE EVENT LESSEE HAS MORE THAN ONE LEASE WITH LESSOR, AN EVENT OF DEFAULT FOR
ONE LEASE  WILL,  IN ITSELF,  BE AN EVENT OF DEFAULT ON ALL OTHER  LEASES IN THE
NAME OF THE LESSEE.

TELECOMMUNICATIONS FINANCE GROUP          ATHENA INTERNATIONAL LTD. LIABILITYCO.
                                          dba ATHENA INTERNATIONAL, LLC
By:                                       By:
    ----------------------------             --------------------------------

--------------------------------          -----------------------------------
       Authorized Representative                    (Name & Title)

Date Signed:  31 January 1997


  TFGLNO01

<PAGE>

                                   SCHEDULE C

          AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
                  TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
 ATHENA INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL, LLC (LESSEE)
                FOR EQUIPMENT TO BE INSTALLED IN Los Angeles, CA

LESSEE AFFIRMS TO THE FOLLOWING:

ALL THIRD PARTY  VENDOR  EQUIPMENT TO BE ADDED TO THE LEASE MUST BE PURCHASED OR
APPROVED BY THE SIEMENS STROMBERG-CARLSON PURCHASING DEPARTMENT.

THE CUMULATIVE  TOTAL OF THIRD PARTY VENDOR  EQUIPMENT WHICH MAY BE ADDED TO THE
LEASE  CANNOT  EXCEED  20% OF THE VALUE OF THE  EQUIPMENT  PROVIDED  BY  SIEMENS
STROMBERG-CARLSON. THE ONLY THIRD PARTY VENDOR EQUIPMENT WHICH MAY BE ADDED TO A
LEASE ARE APPROVED  BILLING  EQUIPMENT  AND SYSTEMS AND OAS  (OPERATOR  ASSISTED
SYSTEM) EQUIPMENT. OTHER ITEMS MAY BE ADDED IF THE SIEMENS STROMBERG-CARLSON OCC
SENIOR  PROGRAM  MANAGER  CONFIRMS THAT IT IS NECESSARY AS AN ADDITION TO ONE OF
THE APPROVED SYSTEMS.

AN ADDITIONAL 30% MAY BE AUTHORIZED  SUBJECT TO THE FURTHER  LIMITATION THAT THE
DOLLAR AMOUNT OF THE ADDITIONAL 30% MAY NOT EXCEED $125,000.00.

A DEPOSIT EQUAL TO 10% OF THE THIRD PARTY VENDOR EQUIPMENT IS REQUIRED BY LESSOR
PRIOR TO ISSUING A PURCHASE  ORDER TO THE THIRD PARTY VENDOR.  THIS DEPOSIT WILL
BE  APPLIED  FIRST TO THE FIRST  INSTALLMENT  OF LEASE  RENT IN WHICH THE VENDOR
EQUIPMENT IS INCLUDED,  AND THEN TO SUCCEEDING  INSTALLMENTS OF LEASE RENT UNTIL
FULLY UTILIZED.

IN THE EVENT OF EARLY  TERMINATION  OF THE LEASE DUE TO DEFAULT  BY LESSEE,  ANY
UNAPPLIED  PORTION OF THE  DEPOSIT IS  NON-REFUNDABLE  AND WILL BE  RETAINED  BY
LESSOR.

A 10% FEE WILL BE ADDED TO THE PRICE OF ALL THIRD PARTY VENDOR EQUIPMENT.

THIS  EQUIPMENT  WILL BE ADDED TO THE LEASE AT THE THEN  CURRENT  LEASE  RATE AS
DETERMINED BY LESSOR.


TELECOMMUNICATIONS FINANCE GROUP        ATHENA INTERNATIONAL LTD. LIABILITY CO.
                                        dba ATHENA INTERNATIONAL, LLC

By:                                     By:
    ----------------------------             --------------------------------

--------------------------------        -------------------------------------
    Authorized Representative                       (Name & Title)


Date Signed:   31 JAN 1997              Date Signed:         11-5-96
            --------------------                     ------------------------


   TFGLN001

<PAGE>

      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
                          SITE: LOS ANGELES, CALIFORNIA

                                 LEASE PAYMENTS

           ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
<TABLE>
<CAPTION>
<S>                                                                                     <C>                         <C>

EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
           ORIGINAL VALUE OF EQUIPMENT                                                  $370,908.98
           RATE FACTOR PER $1,000                                                       $21.993
                    ORIGINAL MONTHLY LEASE PAYMENT                                                                    $8,157.40

EFFECTIVE JULY 1, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
           ADDITION I                                                                   $298,421.49
           RATE FACTOR PER $1,000                                                       $21.771
           ADDITION I MONTHLY LEASE PAYMENT                                             $ 6,496.93
                    TOTAL MONTHLY LEASE PAYMENT                                                                      $14,654.33

EFFECTIVE OCTOBER 1, 1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
             ADDITION II                                                                $185,473.75
             RATE FACTOR PER $1,000                                                     $22,664
             ADDITION II MONTHLY LEASE PAYMENT                                          $ 4,203.58
                    TOTAL MONTHLY LEASE PAYMENT                                                                      $18,857.91

EFFECTIVE DECEMBER 2, 1997 THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
EFFECTIVE JANUARY 1,1998 (56 MONTHLY LEASE PAYMENTS REMAINING)
           ADDITION III                                                                    $ 22,777.76
           LEASE PAYMENTS ARE AS FOLLOWS:
           01/01/98-03/01/98                  $ -0-
           04/01/98-08/01/2002                $19,401.61

TOTAL VALUE OF EQUIPMENT                                                                   $877,581.98
                                                                                           ===========

SUMMARY OF TOTAL LEASE PAYMENTS: 1 @ $ 8,157.40 = $ 8,157.40
                                 3 @ $ 14,654.33 = $ 43,962.99
                                 3 @ $ 18,857.91 = $ 56,573.73
                                 3 @ $ -0- = $ -0-
                                53 @ $19,401.61 = $1,028,285.33
                                                  --------------
                                63                 $1,136,979.45
</TABLE>


<PAGE>

      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
                          SITE: LOS ANGELES, CALIFORNIA

                                 LEASE PAYMENTS

           ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC

<TABLE>
<CAPTION>
<S>                                                                                     <C>                       <C>
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)


         ORIGINAL VALUE OF EQUIPMENT                                                    $370,908.98
         RATE FACTOR PER $1,000                                                         $21,993

                  ORIGINAL MONTHLY LEASE PAYMENT                                                                    $8,157.40
EFFECTIVE JULY l, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
         ADDITION I                                                                     $298,421.49
         RATE FACTOR PER $1,000                                                         $21,771
         ADDITION I MONTHLY LEASE PAYMENT                                               $ 6,496.93

                  TOTAL MONTHLY LEASE PAYMENT                                                                        $14,654.33
                                                                                                                     ==========
EFFECTIVE OCTOBER 1,1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
         ADDITION II                                                                    $185,473.75
         RATE FACTOR PER $1,000                                                         $22,664
         ADDITION II MONTHLY LEASE PAYMENT                                              $ 4,203.58
                  TOTAL MONTHLY LEASE PAYMENT                                                                        $18,857.91
                                                                                                                     ==========

TOTAL VALUE OF EQUIPMENT                                                                   $854,804.22
                                                                                           ===========

SUMMARY OF TOTAL LEASE PAYMENTS:
1 @ $ 8,157.40 = $ 8,157.40
3 @ $ 14,654.33 = $ 43,962.99
56 @ $ 18,857.91 = $1,056,042.96
                   -------------
60                 $1,108,163.35
</TABLE>


TEGLA206-6.WPT

<PAGE>

     ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
                         SITE: LOS ANGELES, CALIFORNIA

                                 LEASE PAYMENTS

           ADDENDUM TO LEASE AGREEMENT DATED October 3l, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC

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

EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)

         ORIGINAL VALUE OF EQUIPMENT                                                    $370,908.98
         RATE FACTOR PER $1,000                                                         $21,993

                  ORIGINAL MONTHLY LEASE PAYMENT                                                                    $8,157.40
EFFECTIVE JULY 1, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
         ADDITION I                                                                     $298,421.49
         RATE FACTOR PER $1,000                                                         $21,771
         ADDITION 1 MONTHLY LEASE PAYMENT                                               $6,496.93

                  TOTAL MONTHLY LEASE PAYMENT                                                                        $14,654.33
                                                                                                                     ==========


TOTAL VALUE OF EQUIPMENT                                                                   $669,330.47
                                                                                           ===========

SUMMARY OF TOTAL LEASE PAYMENTS:
1 @ $ 8,157.40 = $ 8,157.40
59 @ $ 14,654.33 = $864,605.47
                  -----------
60                $872,762.87

                                     DATE:    6-4-97         ACCEPTED BY:

</TABLE>

TFGLA206-6.WPT

<PAGE>

                     CERTIFICATE OF DELIVERY AND ACCEPTANCE

                                                                    Commencement

                                                          Date: December 2. 1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
TELECOMMUNICATIONS   FINANCB  GROUP  ("Lessor")  by  ATHENA  INTERNATIONAL  LTD.
LIABILITY  CO. DBA  ATHENA  INTERNATIONAL,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated October 31, 1996 between Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

I.      The  Equipment  covered  by  this  Certificate  consists  of  the  items
        described in Schedule I of Exhibit A of the Lease.

2.      Lessee  confirms  that the items of Equipment  covered  hereby have been
        delivered  to it in good  working  order  and  condition,  and have been
        inspected and accepted by Lessee as of the  Commencement  Date set forth
        above.  Lessee hereby waives any right it may have under Section  2A-517
        of the Uniform  Commercial  Code or otherwise to revoke this  acceptance
        for any  reason  whatsoever,  including  but  not  limited  to,  (i) any
        assumption  by Lessee  that a  nonconformity  would be  cured,  (ii) any
        inducement of acceptance by the Lessor's assurances or any difficulty to
        discover a nonconformity before acceptance,  or (iii) any Lessor default
        under the Lease.  Lessee further hereby waives its rights under Sections
        2A-401 and 2A-402 of the Uniform Commercial Code to suspend performances
        of any of its obligations  under the Lease with respect to the Equipment
        hereby accepted.

3.      Lessee confirms that such items of Equipment have been installed at: 800
        West Sixth Street, Los Angeles, California 90017

4.      The Lessor's Value of the items of Equipment covered hereby is set forth
        in the Schedule I of Exhibit A. Lessee confirms that each installment of
        rent  payable  is as  defined by the  rental  rate  factor per  thousand
        dollars as specified in Section 5 of the Lease.

5.      Lessee hereby:  (a) confirms that the items of Equipment  covered hereby
        have been inspected by Lessee, have been delivered in good working order
        and  condition  and are of the size,  design,  capacity and  manufacture
        selected by it and meet the  provisions  of the purchase  order(s)  with
        respect  thereto:  and (b)  irrevocably  accepts said items of Equipment
        "as-is,  where is" for all purposes of the Lease as of the  Commencement
        Date set forth above and shall pursue remedies to correct  deficiencies,
        if any, in said items of  equipment  under the  manufacturer's  warranty
        provisions only.

6.      Lessee  hereby  confirms:  (i) that no Default or Event of Default is in
        existence as of the  Commencement  Date set forth  above,  nor shall any
        Default or Event of Default  occur as a result of the lease by Lessee of
        the Equipment  specified here-in;  and (ii) that all representations and
        warranties  of  Lessee  contained  in the  Lease or in any  document  or
        certificate  furnished  Lessor  in  connection  herewith,  are  true and
        correct as of the Commencement  Date set forth above with the same force
        and effect as if made on such date.

7.      Lessee assumes sole  responsibility for ensuring that the billing center
        can  correctly  read  call  records.  Lessee's  responsibility  includes
        reading daily, the automatic message/ticketing  accounting system and/or
        polling  systems  tape(s)  by the  billing  system to ensure  all ticket
        information  is  present,  Risk  of  loss  for  any  revenue  or  profit
        associated  therewith  passes to Lessee upon  cutover of any hardware or
        software.

8.      Al1 of the  terms,  provisions  and  conditions  of the Lease are hereby
        incorporated herein and made a part hereof as if such terms,  provisions
        and  conditions  were set  forth in full in this  Certificate.  By their
        execution and delivery of this Certificate,  the parties hereto reaffirm
        all of the terms, provisions and conditions of the Lease.

        IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed by
its duly authorized officer as of the Commencement Date set forth above.

Refer S.O. #ADDITION III/             ATHENA INTERNATIONAL LTD. LIABILITY CO.
EQUIPMENT LIST #TFG-98016             DBA ATHENA INTERNATIONAL, LLC
                                      By:
                                          ---------------------------------

                                      --------------------------------------
                                                 (Name & Title)

                                       Date Signed:

                                      ACCEPTED BY:
                                      TELECOMMUNICATIONS FINANCE GROUP
                                      AS OF THE 14 DAY OF April 1998.
                                                --       ------   --
                                      By:
                                          -------------------------------
                                            Authorized Representative

<PAGE>

                             SCHEDULE I OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION



The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of October  31,  I996  between  TELECOMMUNICATIONS  FINANCE  GROUP,  as
Lessor, and ATHENA  INTERNATIONAL  LTD. LIABILITY CO. DBA ATHENA  INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):

Equipment List
<TABLE>
<CAPTION>

Number                     Description                                                             Amount
------                     -----------                                                             ------

<S>                        <C>                                                                    <C>
    DCO-681161             USED 1152 PORT EQUIPPED AND WIRED                                        $368,950.00
                           RELEASE 12.1; BASIC SS-7 WITH 800
                           PORTABILITY; SS-7 SPARES; POWER SYSTEM;
                           UPGRADE TO RELEASE 14.0; DE-INSTALLAT
                           CALGARY, PACK; RGL EXPANSION
                           INCLUDING INSTALLATION

                           FREIGHT                                                                     1,958.98

    TFG-97245              ADDITION I                                                                298,421.49
    TFG-97278              ADDITION II                                                               185,473.75
    TFG-98016              ADDITION III                                                               22,777.76
                                                                                                      ---------
                                                                       TOTAL                        $877,581.98
                                                                                                    ===========


The above described equipment installed at:

      800 West Sixth Street, Los Angeles, California 90017
                                                              ACCEPTED BY:
                                                              DATE: MARCH 2, 1998

                                                                       Dated:           October 31, 1996
                                                                       Revised:         June 2, 1997
                                                                       Revised:         August 29, 1997
                                                                       Revised:         February 26, 1998

TFGLA206-4.WPT
</TABLE>

<PAGE>

EQUIPMENT LIST # TFG-98016                              DATED: February 26, 1998

COMPANY:                   ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
SITE LOCATION:             INTERNATIONAL, LLC
                           LOS ANGELES, CALIFORNIA
ADDITION:                  III
<TABLE>
<CAPTION>

PART NO./DESCRIPTION                                                             QUANTITY                     AMOUNT-
--------------------                                                             --------                     -------
<S>                                                                              <C>                      <C>

     STN

RESTRUCTURE CHARGES                                                              Total                    $22,777.76
                                                                                                          ==========


TFGLA206-5.WPT
</TABLE>

<PAGE>

                     CERTIFICATE OF DELIVERY AND ACCEPTANCE

                                           CCommencement Date: September 2, 1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
TELECOMMUNICATIONS   FINANCE  GROUP  ("Lessor")  by  ATHENA  INTERNATIONAL  LTD.
LIABILITY  CO. DBA  ATHENA  INTERNATIONAL,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated October 31, 1996 between Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.      The  Equipment  covered  by  this  Certificate  consists  of  the  items
        described in Schedule I of Exhibit A of the Lease.

2.      Lessee  confirms  that the items of Equipment  covered  hereby have been
        delivered  to it in good  working  order  and  condition,  and have been
        Inspected and accepted by Lessee as of the  Commencement  Date set forth
        above.  Lessee hereby waives any right it may have under Section  2A-517
        of the Uniform  Commercial  Code or otherwise to revoke this  acceptance
        for any  reason  whatsoever,  Including  but  not  limited  to,  (i) any
        assumption  by Lessee  that a  nonconformity  would be  cured,  (ii) any
        inducement of acceptance by the Lessor's assurances or any difficulty to
        discover a nonconformity before acceptance,  or (iii) any Lessor default
        under the Lease.  Lessee further hereby waives its rights under Sections
        2A-401 and 2A-402 of the Uniform Commercial Code to suspend performances
        of any of its obligations  under the Lease with respect to the Equipment
        hereby accepted.

3.      Lessee confirms that such items of Equipment have been installed at: 800
        West Sixth Street, Los Angeles, California 90017

4.      The Lessor's Value of the Items of Equipment covered hereby is set forth
        in the Schedule I of Exhibit A. Lessee confirms that each installment of
        rent  payable  is as  defined by the  rental  rate  factor per  thousand
        dollars as specified in Section 5 of the Lease.

5.      Lessee hereby:  (a) confirms that the items of Equipment  covered hereby
        have been inspected by Lessee, have been delivered in good working order
        and  condition  and are of the size,  design,  capacity and  manufacture
        selected by it and meet the  provisions  of the purchase  order(s)  with
        respect  thereto:  and (b)  irrevocably  accepts said items of Equipment
        "as-is,  where-is" for all purposes of the Lease as of the  Commencement
        Date set forth, above and shall pursue remedies to correct deficiencies,
        if any, in said items of  equipment  under the  manufacturer's  warranty
        provisions only.

6.      Lessee  hereby  confirms:  (i) that no Default or Event of Default is in
        existence as of the  Commencement  Date set forth  above,  nor shall any
        Default or Event of Default  occur as a result of the lease by Lessee of
        the Equipment  specified here-in;  and (ii) that all representations and
        warranties  of  Lessee  contained  in the  Lease or in any  document  or
        certificate  furnished  Lessor  in  connection  herewith,  are  true and
        correct as of the Commencement  Date set forth above with the same force
        and effect as if made on such date.

7.      Lessee assumes sole  responsibility for ensuring that the billing center
        can  correctly  read  call  records.  Lessee's  responsibility  Includes
        reading daily the automatic  message/ticketing  accounting system and/or
        polling  systems  tape(s)  by the  billing  system to ensure  all ticket
        information  is  present.  Risk  of  loss  for  any  revenue  or  profit
        associated  therewith  passes to Lessee upon  cutover of any hardware or
        software.

8.      All of the  terms,  provisions  and  conditions  of the Lease are hereby
        incorporated herein and made a part hereof as if such terms,  provisions
        and  conditions  were set  forth in full in this  Certificate.  By their
        execution and delivery of this Certificate,  the parties hereto reaffirm
        all of the terms, provisions and conditions of the Lease.

        IN WITNESS  WHEREOF,  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.

Refer S.O. #ADDITION II/                 ATHENA INTERNATIONAL LTD, LIABILITY CO.
Equipment List #TFG-97278                DBA ATHENA INTERNATIONAL, LLC

                                         -------------------------------------
                                                   (Name &. Title)

                                         Date Signed:   9-8-97
                                                     -------------------------

                                         ACCEPTED BY:
                                         TELECOMMUNICATIONS FINANCE GROUP
                                         As OF THE 13 DAY OF October 1997
                                                   --        -------   --
                                       By:
                                           ----------------------------------

                                           ---------------------------------
                                                Authorized Representative


TFGLA206-3.WP'T

<PAGE>

                             SCHEDULE I OF EXHIBIT A

                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of October  31,  1996  between  TELECOMMUNICATIONS  FINANCE  GROUP,  as
Lessor, and ATHENA  INTERNATIONAL  LTD. LIABILITY CO. DBA ATHENA  INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>

Equipment List
Number                     Description                                                           Amount
------                     -----------                                                           ------

<S>                        <C>                                                               <C>
    DCO-681161             USED 1152 PORT EQUIPPED AND WIRED                                      $368,950.00
                           RELEASE 12.1; BASIC SS-7 WITH 800
                           PORTABILITY; SS-7 SPARES; POWER SYSTEM;
                           UPGRADE TO RELEASE 14.0; DE-INSTALL AT
                           CALGARY, PACK; RGL EXPANSION
                           INCLUDING INSTALLATION

                           FREIGHT                                                                   1,958.98

    TFG-97245              ADDITION I                                                              298,421.49
    TFG.97278              ADDITION II                                                             185,473.75
       ------                                                                                      ----------
                                                                       TOTAL                      $854,804.22
                                                                                                  ===========

</TABLE>

The above described equipment installed at:

800 West Sixth Street, Los Angeles, California 90017

                                  ACCEPTED BY:
                                               -------------------------------
                                  DATE:                  9-8-97
                                        ---------------------------------
                                           Dated:           October 31, 1996
                                           Revised:         June 2, 1997
                                           Revised:         August 29, 1997


TFGLA206-4.WPT

<PAGE>

EQUIPMENT LIST # TFG-97278                               DATED: August 29, 1997

COMPANY:       ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,
               LLC

SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION:      II
<TABLE>
<CAPTION>

PART NO./DESCRIPTION                                                            QUANTITY                  AMOUNT
--------------------                                                            --------                  ------
<S>                                                                         <C>                   <C>
         SS-C

DTF-02 960 PORT ADDITION WITH ISDN,  PER  DCO-710014,  ISSUE 2, DATED  06/24/97;
ISDN TRANSPORT  SOFTWARE;  SERVICE CUA WITH BASIC'S;  ISDN SPARE PWBAS; DIU PWBA
(2) INCLUDING INSTALLATION (S.O.#071568) AS FOLLOWS:

         MATERIAL                                                                  1 LOT                    $89,242.00
         SOFTWARE                                                                  1 LOT                     10,000.00
         INSTALLATION                                                                                        11,340.00
         FREIGHT                                                                                              3,774.75

REAL TIME ANI FEATURE #823435 (S.O.#071804)
AS FOLLOWS:
         SOFTWARE RTU                                                              1 LOT                     26,667.00

ONE PAIR OF A-LINKS FEATURE #003069
(S.0.#072727) AS FOLLOWS:
         SOFTWARE                                                                  1 LOT                      6,895.00
         SCAT                                                                                                   330.00

RELEASE 15.0 UPGRADE PER DCO.710024,  ISSUE 1, DAETD 04/08/97  (S.O.#072810)  AS
FOLLOWS:

        MATERIAL                                                                   1 LOT                     25,000.00
        INSTALLATION                                                                                          5,000.00
ONE A LINK PAIR (S.O.#073211) AS FOLLOWS:
        SOFTWARE                                                                   1 LOT                      6,895.00
        SCAT                                                                                                    330.00
                                                                                                                ------

                                                                        TOTAL                              $185,473.75
                                                                                                           ===========
</TABLE>


TFGLA206-5.WPT

<PAGE>

<TABLE>
<CAPTION>
<S>                      <C>                                                    <C>                                         <C>
JUN-26  (THU)97
JUN -25 97 (WED)         20-50  ATHENA INTERNATIONAL                            TEL:3035950959                               P.007
JUN -25 97 (WED)         14-52    SIEMENS INC                                   TEL:816 891 1102                             P.002
</TABLE>

SIEMENS
Stromberg-Carlson

Installation Site: Los Angeles, CA.
<TABLE>
<CAPTION>

              PART NUMBER      DESCRIPTION                                                                          QTY
              -----------      ------------                                                                         ---
              <S>              <C>                                                                                  <C>
                                                        ITEM 02
                                         LTR-00
                 814574-992              MG Service Circuit CUA                                                      1
                 814574-996              PWBA Mod Group Basic PWBA                                                   1
                 207600-720              PWBA Guide                                                                  1
                 814742-536              PWBA, DTMF Rec                                                              5
                 814742-575              PWBA.(1W) DTMF Rec FOC.                                                     3
                 814571-766              PWBA (1W) Receiver NACT/EVACT - TMF                                         3
                 814695-556              PWBA (1W) DTMF Dig. Sender                                                  2
                 814572-576              PWBA (1W) Dig. Sender TMF                                                   2

              NOTE: Requirements for additional Service Circuits are based upon SS7
                    usage in the office. This CUA could mount in LTF- 00 CUA posn. 01.

                                                        ITEM 03

                                         ISDN SPARE PWRAS
                 817564-046              PWBA (2W) DS-I Power Supply                                                1
                 817744-026              PWBA, Div Terminator                                                       1
                 207630-042              Shield Assembly                                                            1

                                                        ITEM 04

                                         ISON PWBA
                 817742-536              PWBA (2w) DIU
</TABLE>



<PAGE>

JUN.-25' 97 (WED) 20:50    ATHENA INTERNATIONAL      TEL:3035950959    P.005
JUN.-15' 97(WED) 13:27     SIEMENS/SC K CITY         TEL:816 891 1101  P.005

SIEMENS
Stromberg-Carlson

Installation Site: Los Angeles, CA
<TABLE>
<CAPTION>

                     PART NUMBER       DESCRIPTION                                                                     QTY
                     -----------       -----------                                                                     ---
                     <S>                <C>                                                                            <C>
                                                        ITEM 01
                                       -CMF-00, CCS-02
                   822068-812          Diag. Grading Panel                                                             1
                   822003.596A         PWBA, (2W)SI HDI                                                                4
                   822002-526          PWBA, TSI PGH I/F                                                               4
                   207800-482          Cable Assembly (TSI/PGH)                                                        4
                   822005-548A         PWBA. (2W) TPPO HDI                                                             2
                   822006-566A         PWBA, TPP1                                                                      2
                   822017-556A         PWBA, TPP2                                                                      2
                                       DTF-02
                   817577-900A         MG Basic DTF Assembly                                                           1
                   817577-901A         MG, DS1 Host CUA                                                                5
                   817577-902A         MG, Basics PWBAs DS1 CUA                                                        5
                   207600-225A         Frame Weldment                                                                  1
                   207800-079A         Pkg Assy Front Door Mtg Hardware                                                1
                   207800-080A         Pkg Assy Rear Door Mtg Hardware                                                 1
                   207600-158A         Door Assembly, Right 110                                                        2
                   207600-159A         Door Assembly, Left 11O                                                         2
                   817577-920          Cable Tie Assy                                                                  6
                   817560-626A         PWBA, (2W) TIF                                                                 40
                   817577-917A         MF Fan Assy w/Alarm
</TABLE>

<PAGE>

JUN.-26' 97 (THU) 12:38     SIEMENS/SC K CITY    TEL:
JUN.-25' 97 (WED) 20:50     ATHENA INTERNATIONAL TEL:3035950959         P. 006
JUN.-25' 97 (WED) 13:27     SIEMENS/SC K CITY    TEL: 816 891 1101      P. 006

SIEMENS

Stromberg-Carlson

Installation Site: Los Angeles, CA
<TABLE>
<CAPTION>

              PART NUMBER                DESCRIPTION                                                            QTY
              -----------                -----------                                                            ---
<S>           <C>                        <C>                                                                  <C>
                                                                    ITEM 01 (Cont.)
                                                   DTF-02(cont.)
                   817743-518            CUA, DIU                                                                     1

                   207800-539            Package Assy. DIU Mtg                                                        1
                   817564-046            PWBA (2W) DS-I Power Supply                                                  2
                   817744-026            PWBA Div Terminator                                                          2
                   207630-042            Shield Assembly                                                              1
                   817742-536            PWBA (2W) DIU                                                                2
                                            PRT-00
                   817576-938            Mod Group, Circuit Breaker                                                   2

                                         Miscellaneous
                   DSX-DRl9              Cross Connect Panel                                                          2
                   DOC-ADD               Additions Documentation                                                      1

                                    ITEM 0lA

                                         ISDN TRANSPORT
                   827010                ISDN Transport                                                               1
</TABLE>



<PAGE>

                     CERTIFICATE OF DELIVERY AND ACCEPTANCE


                                                 Commencement Date: June 2, 1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
TELECOMMUNICATIONS   FINANCE  GROUP  ("Lessor")  by  ATHENA  INTERNATIONAL  LTD.
LIABILITY  CO. DBA  ATHENA  INTERNATIONAL,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated October 31, 1996 between Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.      The  Equipment  covered  by  this  Certificate  consists  of  the  items
        described in Schedule 1 of Exhibit A of the Lease.

2.      Lessee  confirms  that the items of Equipment  covered  hereby have been
        delivered  to it in good  working  order  and  condition,  and have been
        inspected and accepted by Lessee as of the  Commencement  Date set forth
        above.  Lessee hereby waives any right it may have under Section  2A-517
        of the Uniform  Commercial  Code or otherwise to revoke this  acceptance
        for any  reason  whatsoever,  including  but  not  limited  to,  (i) any
        assumption  by Lessee  that a  nonconformity  would be  cured,  (ii) any
        inducement of acceptance by the Lessor's assurances or any difficulty to
        discover a nonconformity before acceptance,  or (iii) any Lessor default
        under the Lease.  Lessee further hereby waives its rights under Sections
        2A-401 and 2A-402 of the Uniform Commercial Code to suspend performances
        of any of its obligations  under the Lease with respect to the Equipment
        hereby accepted.

3.      Lessee confirms that such items of Equipment have been installed at: 800
        West Sixth Street, Los Angeles, California 90017

4.      The Lessor's Value of the items of Equipment covered hereby is set forth
        in the Schedule I of Exhibit A. Lessee confirms that each Installment of
        rent  payable  is as  defined by the  rental  rate  factor per  thousand
        dollars as specified in Section 5 of the Lease.

5.      Lessee hereby:  (a) confirms that the items of Equipment  covered hereby
        have been inspected by Lessee, have been delivered in good working order
        and  condition  and are of the size,  design,  capacity and  manufacture
        selected by it and meet the  provisions  of the purchase  order(s)  with
        respect  thereto:  and (b)  irrevocably  accepts said items of Equipment
        "as-is,  where-is" for all purposes of the Lease as of the  Commencement
        Date set forth above and shall pursue remedies to correct  deficiencies,
        if any, in said items of  equipment  under the  manufacturer's  warranty
        provisions only.

6.      Lessee  hereby  confirms:  (i) that no Default or Event of Default is in
        existence as of the  Commencement  Date set forth  above,  nor shall any
        Default or Event of Default  occur as a result of the lease by Lessee of
        the Equipment  specified here-in;  and (ii) that all representations and
        warranties  of  Lessee  contained  in the  Lease or in any  document  or
        certificate  furnished  Lessor  in  connection  herewith,  are  true and
        correct as of the Commencement  Date Set forth above with the same force
        and effect as if made on such date.

7.      Lessee assumes sole  responsibility for ensuring that the billing center
        can  correctly  read  call  records.  Lessee's  responsibility  includes
        reading daily the automatic  message/ticketing  accounting system and/or
        polling  systems  tape(s)  by the  billing  system to ensure  all ticket
        information  is  present.  Risk  of  loss  for  any  revenue  or  profit
        associated  therewith  passes to Lessee upon  cutover of any hardware or
        software.

8.      All of the  terms,  provisions  and  conditions  of the Lease are hereby
        incorporated herein and made a part hereof as if such terms,  provisions
        and  conditions  were set  forth in full in this  Certificate.  By their
        execution and delivery of this Certificate,  the parties hereto reaffirm
        all of the terms, provisions and conditions of the Lease.

         IN WITNESS  WHEREOF,  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.

Refer S.O. #ADDITION I/                ATHENA INTERNATIONAL LTD. LIABILITY CO.
EQUIPMENT LI ST #TFG-97245             DBA ATHENA INTERNATIONAL, LLC
                                       By:
                                           ---------------------------------

                                        ------------------------------------
                                                    (Name & Title)

                                        Date Signed:           6-4-97
                                                    ------------------------
                                        ACCEPTED BY:
                                        TELECOMMUNICATIONS FINANCE GROUP

                                        AS OF THE 11 DAYOF JULY      1997
                                                  --       ---------   --
                                       By:
                                           ---------------------------------
                                              Authorized Representative

TFGLA206-3.WPT

<PAGE>

                             SCHEDULE 1 OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of October  31,  1996  between  TELECOMMUNICATIONS  FINANCE  GROUP,  as
Lessor, and ATHENA  INTERNATIONAL  LTD. LIABILITY CO. DBA ATHENA  INTERNATIONAL,
LLC0 as Lessee, are described below and in the attached equipment list(s):
<TABLE>
<CAPTION>

    Equipment List
    Number                     Description                                                           Amount
    ------                     -----------                                                           ------
<S>                          <C>                                                                     <C>
DCO-681161                   USED 1152 PORT EQUIPPED AND WIRED                                       $368,950.00
                             RELEASE 12.1; BASIC SS.7 WITH 800
                             PORTABILITY; SS.7 SPARES; POWER SYSTEM;
                             UPGRADE TO RELEASE 14.0; DE-INSTALLAT
                             CALGARY, PACK; RGL EXPANSION
                             INCLUDING INSTALLATION
                             FREIGHT                                                                   1,958.98

TFG-97245                    ADDITION I                                                              298,421.49
                                                                                                    -----------
                                                                        TOTAL                       $669,330.47
                                                                                                    ===========
</TABLE>

The above described equipment installed at:

800 West Sixth Street, Los Angeles, California 90017

                                       ACCEPTED BY:
                                                    --------------------------
                                       DATE:                   6-4-97
                                            ----------------------------------
                                       Dated:            October 31, 1996
                                       Revised:          June 2, 1997



TFOLA2064.WPT

<PAGE>

EOUIPMENT LIST # TFG-97245                           DATED: June 2, 1997
COMPANY:                   ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
                           INTERNATIONAL, LLC
SITE LOCATION:             LOS ANGELES, CALIFORNIA
ADDITION:                  I
<TABLE>
<CAPTION>

    PART NO. /DESCRIPTION                                                       QUANTITY                       AMOUNT
    ---------------------                                                       --------                       -------
<S>                                                                                <C>                      <C>
         SS-C
    A FULLY EQUIPPED  DTF-02 FRAME
    (1152 PORTS) PER  DCO-681162,
    ISSUE I, DATED 09/17/96 (S.O.#071175)
    AS FOLLOWS:
         MATERIAL                                                                  1 LOT                    $72,307.00
         INSTALLATION                                                                                        10,200.00
         FREIGHT                                                                                                 24.05
    765 AMP HOUR BATTERY PART  #4.DAV85.19
    WITH 1200 AMP HOUR CHARGER PER DCO-
    7I0000,  ISSUE 01, DATED 10/28/96;
    2 EJH PROCESSORS;  1 SPARE EJH PROCESSOR;
    200 AMP  DISTRIBUTION  PANEL  WITH BUS BAR,
    CABLES  AND 10.10 AMP  BREAKERS
    (S.O.#071800) AS FOLLOWS:
         MATERIAL                                                                  I LOT                     52,773.00
         INSTALLATION                                                                                        12,200.00
         FREIGHT                                                                                                895.48
    A HENDRY FUSE PANEL PER DCO-710009,  ISSUE 02, DATED 12/06/96  (S.O.#071983)
    AS FOLLOWS:
         MATERIAL                                                                  1 LOT                      1,732.00
         INSTALLATION                                                                                         2,200.00
         FREIGHT                                                                                                 78.50
         THIRD PARTY VENDOR- ACTION TELCOM
    PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
    SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
    REMOTE COMMUNICATIONS PACKAGE; BASIC
    AGGRAGATOR PACKAGE; INSTALLATION;
    TRAINING (SEE ATTACHED EQUIPMENT LIST)                                         1 LOT                    111,650.00
         THIRD PARTY VENDOR TELLABS
    81.2571/32MS T 1 ECHO CANCELLER                                                    8                     17,655.00
    FREIGHT                                                                                                       8.58
    81.0257D/23" ECHO CANC MTG ASSY                                                    1                        836.00
    FREIGHT                                                                                                      11.88
         THIRD PARTY VENDOR - TTC
    EQUIPMENT AS FOLLOWS:                                                          1 LOT                     15,807.00
    CENTRAL OFFICE TESTING PKG, S/N 10347                                              1
    RACK MOUNT, 19", 1402                                                              1
    RACK MOUNT (19") FOR 41934                                                         1
    CABLE - BANTAM TO BANTAM 10'                                                       4
    FREIGHT                                                                                                      43.00
                                                                                                                 -----

                                                                       TOTAL                               $298,421.49
                                                                                                           ===========
</TABLE>
TFGLA206-5.WPT

<PAGE>

SIEMENS
Stromberg-Carlson
INSTALLATION  SITE : LOS ANGELES, CA
<TABLE>
<CAPTION>

PART NUMBER                         DESCRIPTION                                                            QTY
-----------                         -----------                                                            ---
<S>                                <C>                                                                  <C>
                                     ITEM 01

                                     DTF-01
817577-900                           Frame M/G                                                                   1
817577-901                           MG, DS-1 Host CUA                                                           6
817557-902                           MG, DS-1 Basic PWBA's                                                       6
207600-225                           Frame Weldment                                                              1
207800-079                           Package Assembly Front Door Mtg Hdw                                         1
2078(X)-080                          Package Assembly Rear Door Mtg Hdw                                          1
207600-158                           Door Assembly, Right !/O                                                    2
207600-159                           Door Assembly, Left FO                                                      2
207600-721                           PWBA Guide                                                                  6
817560-606                           PWBA, T1 Interface                                                         48
817577-917                           MG Blower w/Fan Alarm, Base                                                 1

                                     CMF-O0, CCS-01
822068-811                           Diag. Grading Panel                                                         1
822003-596A                          PWBA, (2W) TSI HDI                                                          4
822002-526                           PWBA, TSI PGH I/F                                                           4
207800-482                           Cable Assembly (TSI/PGH)                                                    4
822005-546A                          PWBA, (2W) TPP0 HDI                                                         2
822006-566A                          PWBA, TPP1 (For Addition)                                                   2
822017-556A                          PWBA, TPp2 (For Addition)                                                   2

</TABLE>

         681162CA/1: 09/17/96                               -1-

<PAGE>

SIEMENS
Stromberg-Carlson
INSTALLATION SITE:  LOS ANGELES, CA

<TABLE>
<CAPTION>

        PART NUMBER                       DESCRIPTION                                                               QTY
        -----------                       -----------                                                               ---
<S>                                <C>                                                                              <C>

                                                           ITEM 01 ( cont.)
                                           PRT-O0
        817576-938                         Mod Group, Circuit Breaker                                                2

                                           Miscellaneous
        DSX-DR19                           Cross Connect Panel                                                       2
        DOC-ADD                            Additions Documentation                                                   I

</TABLE>

        681162CA/1: 09/17/96                                       - 2 -

<PAGE>

SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>



PART NUMBER                  DESCRIPTION                                                                     QTY
-----------                  -----------                                                                     ---

<S>                       <C>                                                                                <C>
                                                     ITEM 01
                             Miscellaneous
203352-600                   OEM Equipment, Fuse Panel                                                         1
020785-086                   100' Red Power Cable                                                              1
020785-065                   100 Black Power Cable                                                             1
                             Documentation
DOC-ADD                      Additions Documentation                                                           1

NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered for 23' mounting.

</TABLE>

       710009CA/2: 12/06/96                                     -2


<PAGE>

                                  ACTION TELCOM

              EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE

           CUSTOMER: ATHENA                               PROJECT CODE: 9205

           BUSINESS OFFICE ADDRESS:

           BUSINESS OFFICE PHONE#: VOICE: (  )             FAX: (   )

           SITE LOCATION: Los Angeles

           SITE ADDRESS.. 800 W. 11th St. Ste 380, Los Angeles, CA, 10017

           SITE PHONE#: VOICE: (213)622-4977 FAX: (  )        NAMS: (  )

           SWITCH TECH: Wayne Carey

           SYSTEM NAME:

           PURCHASE DATE:       STARTUP DATE:             WARRANTY END DATE:

           PRIMARY SYSTEM EQUIPMENT: Name:                Password:

<TABLE>
<CAPTION>
 -----------------------------------------------------------------------------------------------------------------------------------
         Key       Make                            Model #                    Serial #            I/O     IRQ   ADDR    STK
 -----------------------------------------------------------------------------------------------------------------------------------
<S>                <C>           <C>               <C>                        <C>                 <C>     <C>     <C>   <C>
           PC       ACER          9000             P/N 91AA984003             1900047309
           KB       ACER          PS2              6311 -k                    K6367171828P
           MON      ACER          34T UVGA         7134T                      M3TP64711536
           VC       AII           Built In         MacH64                     215CT22200                     9
           HDC      Adaptec       Built In_        AIC-7880P                  722511               8400     11
           HDC      MYLEX                          DAC60PL                    982139               8000     10   PCISLOT-1
           HD       IBM 4gig      Channel-1        7407005                    M1AG3B59925          Mdac   id=O   Tray-1 F/W
           HD       IBM 4gig      Channel-2        DCAS-34330                 B3A14326             mdac   id=O   Tray-5 F/W
           MD       IBM--4gig     Channel-2        DCAS-34330                 B3A14421             Mdac   id=l   Tray-6 F/W
           FD       Mitsumi      (1.44)            D359T5                     3542754              3f2       6
           TD       Tandberg                       TDC-4222                   42223862             alad   id=2   5-gig
           SL1      Digi Host AD                                              09527155                           F0000000
           SL1      Digi Conc.                     (1P) 50000585              S) E7702756          16-port       DB-25
           X25      SWG                            SGX                        011311               300     15    D0000
           PRN      Epson                          LP-870                     40Ul119747           3bc     7     /dev/1po
           NET      3COM                           3C590                      6GF14D256E           7000    14    PCISLOT-3
           SER      ACER                           Built In                                  comI  3f8     4
           SER      ACER                           Built In                                  com2  3be     3
           CD       NEC                            CDR-222                    5Z000214322          mdac   id=5
           DIA      AVAS                           D/21D                      CG030890                     5     D2000
           P/S      DELTA                          DPS-35OEB                  Y2613001392                        352-watts


           I/P Address= 206.142.142.97
           MEMORY- 64 meg
           SPEED= 166 Mhz                                                                                                  INITIAL

         SOFTWARE
</TABLE>
<PAGE>


<TABLE>
<S>            <C>                 <C>             <C>                      <C>               <C>
Key             Make               Licence Number   Licence Code             Licence Data      Registration Key
---             ----               --------------   ------------             ------------      ----------------
</TABLE>


<PAGE>

<TABLE>
<S> <C>                  <C>          <C>         <C>                   <C>
OS  SCO Openserver
    Enterprise sys       2DL091048    qwwncovwn                          ezwzckaosk

OS  SCO Advanced
    FILE&Print           2DL090568    qonorjmm    k0;ul;mpyb07k          hhosbhoebh

OS  SCO Openserver
    User License         2DL083104    qzwdzhfc    g0;k;ul0;msml F48      ezwzckaOSk
</TABLE>

SOFTWARE:
<TABLE>
<CAPTION>
Key            Make                 Serial #                     Activation Key #              Version
---            ----                 --------                     ----------------              -------
<S>            <C>                  <C>                          <C>                           <C>
NAMS           ATC NAMS II
X25            Netcom II             net26414                    D094339ff                      4.5.4
COMM           Term                  CSU152134U3                 gbldbich                       6.2
DB             Foxpro                                                                           2.60

</TABLE>

<TABLE>
<CAPTION>
  SECONDARY SYSTEM EQUIPMENT: Name:                                                  Password:

  Key        Make                   Model                        Serial                      I/O  IRQ ADDR STK
  ---        ----                   -----                        ------                      ---  -------- ---
<S>          <C>                    <C>                       <C>                            <C>   <C>     <C>
PC           ACER                   2133                      1900054811
KB           ACER                   6311-K                    K6367031462P
MON          ACER                   7134T                     M3TP64712500
VC                                  Built In
HDC          Adaptec                Built In                                                7400     11
HD           IBM 2-gig              DAC32160                  11546H6125ZlH000001585                      id=0
FD           Mitsumi (1.44)         D359T5                    6K17MT0652                    3f2       6
TD           Tandberg               4220                      4226686
X25          SWG                    SGX                       D01307                        300      15   D0000
NET          3COM                   3C590                     6GF1657997                    7000     14
PRN                                                                                                   7   /dev/7p0
SER          ACER                    Built In                                  com1          3f8      4
SER          ACER                    Built In                                  com2          2f8      3
</TABLE>
I/P ADDRESS= 206.142.142.96
MEMORY= 16 meg
SPEED= 133 mhz

SOFTWARE:

<TABLE>
<CAPTION>
                                                      Licence     License         Registration
Key          Make            License Number           Code        Data            Key
---          ----            --------------           ------      ------          ------------
<S>          <C>             <C>                    <C>        <C>                 <C>

OS           SCO OpenServer  2DL085640               kybwynit                         xzxzeqhghj
             Enterprise Sys

OS           SCO  Advanced
             File & Print    2DL085160               gwrqfqor    k0;ul;mP8anw4        gttttqqobj

OS           SCO OpenServer  2DL089298
             User License                            qbwdzhkx    g0;k;ul0;ml4p        gbhqqaakjj
                                                                 zdx
</TABLE>

<PAGE>

SOFTWARE:

<TABLE>
Key    Make                               Serial #      Activation Key #                                       Version
---    ----                               --------      ----------------                                       -------
<S>    <C>                                <C>             <C>                                                 <C>
NAMS   ATC NAMS II
X25    Netcom II                          net26410        N901208fc                                            4.5.4
COMM   Term                               CSU151463U3     nghehjak                                             6.2



</TABLE>
COMMUNICATIONS EQUIPMENT:

<TABLE>
<CAPTION>
Key      Make                               Model #                                  Serial #
---      ----                               -------                                  --------
<S>      <C>                                <C>                                      <C>
DSU      DDC                                VRT-1          (Stat-Mux)                628439 (switch)
DSU      DDC                                VRT-1          (Stat-Mux)                628444 (billing office)

EASY     BRIDGE                             3000                                     9604AF6222 (switch)
EASY     BRIDGE                             3000                                     9606AF7075 (billing office)

Modem    Multitec                           MT1932ZDX      (Primary)                 4797703
Modem    Multitec                           MT1932ZDX      (Secondary)               4724938

</TABLE>


<PAGE>

                     CERTIFICATE OF DELIVERY AND ACCEPTANCE
                                                   Commencement Date: May 2,1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
TELECOMMUNICATIONS   FINANCE  GROUP  ("Lessor")  by  ATHENA  INTERNATIONAL  LTD.
LIABILITY  CO. DBA  ATHENA  INTERNATIONAL,  LLC  ("Lessee")  pursuant  to and In
accordance  with the Lease  Agreement  dated October 31, 1996 between lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.      The Equipment covered by this Certificate  consist of the item described
        in Schedule 1 of Exhibit A of the Lease.

2.      Lesseeconfirms  that the items of  Equipment  covered  hereby  have been
        delivered to it in good working order and  condition,  and have been and
        accepted by Lessee as of the Commencement  Date set forth above.  Lessee
        hereby waives any right it may have under Section  2A-517 of the Uniform
        Commercial  Code or otherwise to revoke this  acceptance  for any reason
        whatsoever,  including but not limited to, (1) any  assumption by Lessee
        that  nonconformity  would be cured (ii) any inducement of acceptance by
        the Lessor's  assurances or any  difficulty to discover a  nonconformity
        before acceptance,  or (iii) any Lessor default under the lease.  Lessee
        further hereby waives its rights under Sections 2A-40I and 2A-402 of the
        Uniform Commercial Code to suspend performance of any of its obligations
        under the Lease with respect to the Equipment hereby accepted.

3.      Lessee confirms that such items of Equipment have been installed at: 800
        West Sixth Street, Los Angeles, California 90017

4.      The Lessor's value of the Items of Equipment covered hereby Is set forth
        in the Schedule 1 of Exhibit A. Lessee confirms that each installment of
        rent  payable  Is as  defined by the  rental  rate  factor per  thousand
        dollars as specified In Section 5 of the Lease.

5.      Lessee hereby:  (a) confirms that the items of Equipment  covered hereby
        have been Inspected by Lessee, have been delivered in good working order
        and  condition  and are of the size,  design,  capacity and  manufacture
        selected by it and meet the  provisions  of the purchase  order(s)  with
        respect  thereto:  and (b)  irrevocably  accepts said items of Equipment
        "as-is,  where-is" for all purposes of the Lease as of the  Commencement
        Date set forth above and shall pursue remedies to correct  deficiencies,
        if any,  in said items of  equipment  under the  manufacture's  warranty
        provisions only.

6.      Lessee  hereby  confirms:  (i) that no Default or Event of Default is in
        existence as of the  Commencement  Date set forth  above,  nor shall any
        Default or Event of Default  occur as a result of the lease by Lessee of
        the Equipment  specified herein; and (ii) that all  representations  and
        warranties  of  Lessee  contained  in the  Lease or in any  document  or
        certificate  furnished  Lessor  In  connection  herewith,  are  true and
        correct as of the Commencement  Date set forth above with the same force
        and effect as if made on such date.

7.      Lessee assumes sole  responsibility for ensuring that the billing center
        can  correctly  read  call  records.  Lessee's  responsibility  Includes
        reading daily the automatic  message/ticketing  accounting system and/or
        polling  systems  tape(s)  by the  billing  system to ensure  all ticket
        information  is  present.  Risk  of  loss  for  any  revenue  or  profit
        associated  therewith  passes to Lessee upon  cutover of any hardware or
        software.

8.      Ail of the  terms,  provisions  and  conditions  of the Lease are hereby
        incorporated  herein and made a pan hereof as if such terms,  provisions
        and  conditions  were set  forth in full in this  Certificate.  By their
        execution and delivery of this Certificate,  the parties hereto reaffirm
        all of the terms provisions and conditions of the Lease.

        IN WITNESS WHEREOF, Lessee has caused this Certificate to be executed by
its duly authorized officer as of the Commencement Date set forth above.

Refer S.O.# 069312/071174              ATHENA INTERNATIONAL LTD. LIABILITY CO.
                                       DBA ATHENA INTERNATIONAL LLC

                                       By:
                                           -----------------------------------

                                           -----------------------------------
                                                (Name & Title)

                                        Date Signed:    5-27-97
                                                    -------------------------
                                        ACCEPTED BY:
                                        TELECOMMUNICATIONS FINANCE GROUP
                                        AS OF THE  11 DAY JULY 1997
                                        By:
                                           -----------------------------------

                                           -----------------------------------
                                              Authorized Representative


TF-GLN008-3.WPT

<PAGE>

                             SCHEDULE 1 OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of October  31,  1996  between  TELECOMMUNICATIONS  FINANCE  GROUP,  as
Lessor, and ATHENA  INTERNATIONAL  LTD. LIABILITY CO. DBA ATHENA  INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):

Equipment List

<TABLE>
<CAPTION>

      Number              Description                                                               Amount
      ------              -----------                                                               ------
<S>                        <C>                                                                      <C>
      DCO-681161           USED 1152 PORT EQUIPPED AND WIRED                                        $368,950.00
                           RELEASE 12. I; BASIC SS-7 WITH 800
                           PORTABILITY; SS-7 SPARES; POWER SYSTEM;
                           UPGRADE TO RELEASE 14.0; DE-INSTALL AT
                           CALGARY, PACK; RGI EXPANSION
                           INCLUDING INSTALLATION
                           FREIGHT                                                                     1,958.98
                                                                                                   ------------

                                                                                TOTAL              $370,908.98
                                                                                                   ===========

</TABLE>

The above described equipment installed at:

800 West Sixth Street, Los Angeles, California 90017

                                                               BY:______________
                                                               DATE:     5-27-97
                                                                    ------------

<PAGE>

SIEMENS
Stromberg-Carlson

Installation Site: Los Angeles, CA

<TABLE>
<CAPTION>


           PART NUMBER                        DESCRIPTION                                                        QTY
           -----------                        -----------                                                        ---
<S>                                     <C>                             <C>                                       <C>

          `                                                                   ITEM 01

                                              Switching Equipment

                                              Line Trunk Frame (LTF)
           OCCSLTFFRM                         Line Trunk Frame                                                       1
           814742-566                         Diagnostic Test Gert/Monitor                                           1
           LTFDOORS                           LTF Doors, Front & Rear                                                1
           LINGRPCUA                          Line Group CUA (LTF)                                                   1
           SLTFUTSCUA                         TrldSvc Ckt CUA Grp                                                    1
           SLTFUSCUA                          Svc Ckt CUA Grp                                                        4
           814571-706                         Digital TMF Rcv.(2/PWBA)                                              19
           814572-576                         Digital Sender (TMF/SATT)                                              6
           814695-556                         Digital DTMF Sender                                                    6
           81464.3-596                        Digital DTMF Receiver                                                 23
           814742-576                         (FOC) Digital DTMF Receiver                                            4
           814574.936                         2-Wire E&M Trunk PWBA                                                  2
           814574-932                         Loop Trunk, Reverse Bart PWBA                                          1

                                              Digital Trunk Frame (DTF)
           OCCSDTFFRM                         Digital Trunk Frame                                                    1
           DTFDOORS                           DTF Doors, Front & Rear                                                1
           SDSIHSTCUA                         DS1 Host Ckt CUA                                                       6
           817560-626A                        T1 Interface PWBA                                                     48
           817577-917A                        Blower Assembly w/fan Alarm                                            1

</TABLE>


                68116ICA/I : 09/17/96              - 1 -                Initial

<PAGE>

SIEMENS
Stromberg-Carlson

INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>


                                                                                    ITEM 01

        PART NUMBER                         DESCRIPTION                                                       QTY
        -----------                         -----------                                                       ---
<S>                                         <C>                                                               <C>
                                            Switching Equipment

                                            Control & Maintenance Frame (CMI)
         SCMFOCC12.1                        Control & Maint Frame OCC 12.1                                    1
            CMFDOORS                        CMF Doors, Front & Rear                                           1
          822068-819                        DLI Transfer                                                      1
          814635-086                        PWBA Ring (N+I)                                                   1
          814721-666                        Serial Line Unit PWBA                                             1
          822010-676                        Disk Drive Assy                                                   2
          822010-656                        Tape Drive                                                        1
          817702-556                        Traffic Measurement/Rec                                           1
          817620-556                        MSA PWBA                                                          1
          814727-626                        J2 Maintenance Processor                                          1
          822010-606                        Power & Alarm PWBA                                                1
         817680-606A                        BMUX PWBA                                                         1
         827777-606A                        DLI-II                                                            1
            TSIPWB17                        TSI PWBA                                                          4
         822702-536A                        PXAM II - 4MB                                                     2
 .        822727-696A                        J-Processor (SMB)                                                 2
          814770-656                        PXA Memory PWBA 1/Mbyte                                           1
           TPPOPWB17                        TPP PWBA (Sectors 0, 1)                                           1
             OCCSNCS                        Sync Network Clock (Slave)                                        1
          822718-596                        Feature Processor (PWBA)                                          2
          814095-626                        Service Group Diag PVVBA                                          1
</TABLE>

     68t 161CMl: 09117/96                                          - 2 -


<PAGE>

SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>

                                                                                ITEM 01


  PART NUMBER                      DESCRIPTION                                                     QTY
  -----------                      -----------                                                     ---
<S>                                <C>                                                             <C>
                                   Switching Equipment

                                   Control & Maintenance Frame (CMF) (CON'T)
  OCCTAPE                          Tape Control PWBAs                                              1
  814722-216A                      RS232 Interface Module                                          7

                                   Power & Test Frame (PRT)
  SPRTFOCC12.1                     Power Ringing & Tst Fr OCC12.1                                  1
  PRTDOORS                         PRT Doors, Front & Rear                                         1
  817576-938                       Circuit Breaker 100 Amp                                         7
  814475-036                       Alarm Sender PWBA                                               1
  817576-912                       Basic Cabinets & MTG for N+I)                                   1
  814629-904                       Ringing Generator (20 Hz)                                       1
  817576-934                       200VA DC/AC Non-Redund Invtr                                    1
  814215-820                       Cook 4 Chan Announcer (NT5M)                                    1
  203352-681                       4 Channel Announcer                                             1

                                   Automatic Message Accounting
  SAMAFRM                          AMA Frame                                                       1
  AMADOORS                         AMA Doors Rear                                                  1
  814421-908                       Cook 1600 BPI Tape Drives (2)                                   2
  814421-909                       Cook 1600 BPI Strapping                                         2

  681161CA/1 : 09/17/96                        - 3 -

</TABLE>

<PAGE>

SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
                                                                                    ITEM 01

    PART NUMBER                      DESCRIPTION                                                   Qty
    -----------                      -----------                                                   ---
<S>                                <C>                                                             <C>
                                     Switching Equipment

                                     Miscellaneous
    4-24419-0290                     DSX PnI-ADC DSX-DR 19 w/cord                                   2
    PJ716                            Bantam Patch Cord                                              8
    2200B                            Channel Access Unit                                            1
    203352-645                       9600 Full Duplex Modems                                        1
    202975-592                       7'x 19" Relay Rack                                             1
    207800-284                       Installation Material                                          1
    200110-119                       Fuse 1 1/3 amp                                                20
    200110-129                       Fuse 3 amp                                                    10
    200110-429                       Fuse 10 amp                                                    5
    200110-139                       Fuse 5 amp                                                    10
    SD0000                           Std System Documentation                                       1
    D0001                            Specifications, Paper                                          2
    D0002                            Site Drawings, Paper                                           2
    203352-600                       Hendry Filtered Fuse Panel                                     1
    207630-911                       Modem Eliminator OCC                                           2
    207630-901                       PKG Assy/Modem Eliminator                                      4
                                     Superstructure & Cabling                                       1

                                     Battery Distribution Frame
    814053-O43A                      7ff Batten Discharge Frame                                    1
    207521-733                       Shield                                                        1

</TABLE>

681 ]61CA/I' 07/17/06                     -4-                           Initial


<PAGE>

SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>

                                                                                ITEM 01

  PART NUMBER                        DESCRIPTION                                                   QTY
  -----------                        -----------                                                   ---
<S>                                <C>                                                             <C>
                                    Switching Equipment

                                    Power Equipment
                                    Customer Supplied

                                    Distribution Frame Equipment
5065-8                              Term Blocks Newton 8 x 26                                      4
5054                                Newton Bracks (1 per 2 blks)                                   2

                                    Maintenance & Administration Equipment
202958-464                          Tape Cartridge                                                 1
203352-608                          Arrow Tape Drive Cleaning Kit                                  1
203352-283                          Genicom 2120 Keyboard/Printer                                  1
7271-964                            Box, Teleprinter Paper                                         1
</TABLE>


681161CA/I : 09/17/96                   - 5 -                           Initial

<PAGE>

SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>

                                                                                            ITEM 01

    PART NUMBER                      DESCRIPTION                                                   QTY
    -----------                      -----------                                                   ---
<S>                                 <C>                                                            <C>
                                     Spare Circuit Packs
   200110-099                        Fuse 1/2 Amp                                                  1
   207630-042                        Power Supply Shield                                           1
   555020-125                        Fuse, 3AG, 3A                                                 1
   555366-001                        Switch, SPST                                                  1
   814288-526                        Tape Diagnostic PWBA                                          1
   814291-546                        Tape Motion Cont PWBA                                         1
   814298-526                        Tape Buffer PWBA                                              1
   814439-056                        PGC-I PWBA                                                    1
   814440-O76                        PGC-2 PWBA                                                    1
   814441-056                        MUX/DEMUX PWBA                                                1
   814462-036A                       Power Supply PWBA                                             1
   814463-026A                       Power Supply PWBA                                             1
   814539-026                        CMOS Codec Comm. PWBA                                         1
   814727-626                        J2 Maintenance Processor                                      1
   817113-086                        Power Supply PWBA                                             1
   817524-066A                       LTC Interconnect PWBA                                         1
   817560-626A                       T1 Interface PWBA                                             1
   817561-526                        T1 I/F Control 1 PWBA                                         1
   817562-566                        T1 I/F Control 2 PWBA                                         1
   817564-026A                       Power Supply PWBA                                             1
   817581-026                        DS1 Terminator PWBA                                           1
   817702-556A                       TMRS Processor                                                1
   822010-656                        Tape Drive                                                    1

</TABLE>


681161CA/I : 09/17/96                      -6-                          Initial

<PAGE>

SIEMENS
Stromberg-Carlson
INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
                                                                                ITEM 01

       PART NUMBER                   DESCRIPTION                                                   QTY
        -----------                  -----------                                                   ---
<S>                                  <C>                                                           <C>

                                     Spare Circuit Packs (Cont.)
       822010-666                    Tape Drive PWBA                                               1
       822015-536                    Clock Generator (SNC) PWBA                                    1
       822024-036A                   Power Monitor PWBA                                            1
       822033-596A                   MCG - II PWBA                                                 1
       822034-536A                   Master Clock Dist PWBA                                        1
       822289-566A                   TBI II PWBA                                                   1
       822723-556A                   Data Link III PWBA                                            1
       822726-526A                   HD MSA/SL PWBA                                                1
       822010-606A                   MSDA Pwr & Alarm                                              1
       822010-636                    Disk Drive Assy                                               1
       822222-606A                   DLl-II                                                        1

                                     Software Features
       999948                        OCC Basic Features Package                                    1
       011219                        Trunks Automatic Routine Testing                              1
       011289                        Out of Svc Limit for Server Grp. Eq.                          1
       012970                        Glare Guard                                                   1
       018000                        Paginated Print-out                                           1
       026609                        Route Treatment Expansion                                     1
       053140                        Alarm Repeat Notification                                     1
       053150                        Alarm LSSGR Compliant                                         1
       053770                        Alarm Spurt Alarm During Transfer                             1
       056519                        Automatic Switch-Over                                         1

</TABLE>


                                                - 7 -

<PAGE>

INSTALLATION SITE: LOS ANGELES, CA
<TABLE>
<CAPTION>

                                       DESCRIPTION                                                 QTY
                                       -----------                                                 ---
<S>                          <C>                                                                   <C>
      ITEM 02                SS7 HARDWARE & SOFTWARE

      822057-526             Signalling System Controller                                          2
      822055-536             Communication Link Controller                                         2
      814742-586             Continuity Test PWBA                                                  3
      822723-556             Data Link III                                                         2
      003009                 Common Channel Signaling System                                       1
      003019                 Service Switching Point                                               1
      003069                 CCS7 Link Pair Software                                               1

      ITEM 02A               SS7 SPARES

      822057-526             Signalling System Controller                                          1
      822055-536             Communication Link Controller                                         1

      ITEM 03                "A" LINKS

      003069                 CCS7 Link Pair Software                                               1

      ITEM 04                Power Equipment

      2029750593             7' x 23" Relay Rack                                                   1
      DDV85-19               Exide DD Battery 765 AH                                               1
      203352-588             Charger/Lorain/200A RHM200D50                                         2

      ITEM 05

                             Upgrade to Release 14.0                                               1

      ITEM 06

                             De-Install at Calgary, pack                                           1

</TABLE>


681161CA/1 : Q9/17/96                - 20 -                             Initial

<PAGE>

                                   EXHIBIT B
                           SOFTWARE LICENSE AGREEMENT

     Lessee  (hereinafter  referred to as  "Licensee")  will acquire under lease
certain  Siemens  Stromberg-Carlson  (hereinafter  referred  to  as  "Licensor")
products the "Designated  Product"(defined  below), which utilizes the "Software
Product" In the operation of the  Designated  Product.  The Software  Product is
furnished pursuant to the following terms and conditions.

1.      DEFINITIONS

        In addition to definitions  contained  elsewhere  herein,  certain terms
        shall have meanings as follows:

        1.1   "Affiliate"   means  any  other  entity   directly  or  indirectly
              controlling controlled by a Party hereto or directly or indirectly
              controlled by a parent  entity In common with such party.  Control
              means the  ownership  of at least fifty (50) percent of the voting
              fights in such entity. And, as to Licensor,  Includes the partners
              comprising it and their Parents,  subsidiaries and subsidiaries of
              each parents.

        1.2   "Designated Product" means the Siemens Stromberg-Carlson equipment
              supplied  to the  Licensee  under a lease of which  this  Software
              License Agreement forms a part.

        1.3   "Modification" means any change to the Software Product.

        1.4   "Modification  Grant-Back  Rights" means  royalty-free,  worldwide
              non-exclusive  rights  to  make,  have  made,  license  (including
              disposi- ion to an end user) and use under copyrights to software,
              patents,   copyrights   to   firmware   and   Semiconductor   mask
              registration fights in and to Modifications and to make derivative
              works with the sight to sub-license to Affiliates (such sublicense
              to survive any subsequent termination of the affiliation).

        1.5   "Software Product" means the software computer program,  including
              activated and non activated features, which is provided for use In
              the  operation of the  Designated  Product and which  Includes the
              following  materials:  (i)  a set  of  machine  readable  computer
              program  instructions  recorded on magnetic  tape or other storage
              media;  (ii) a source  code  listing of the data base  portion (if
              any)  of  the  computer  program  instructions,  augmented  by the
              programmer's  annotations;  (iii)  all  releases,  issues or short
              sequences   of   computer   program   instruction    modifications
              ("patches") furnished by Licensor to the Licensee as a replacement
              for, or for the modification of, previously furnished  materials;,
              (iv) all derivative works or  Modifications,  by whomever made, of
              any of the foregoing;  and (v) all copies of any of the foregoing,
              in whole or in pan, by whomever made.

2.      LICENSE GRANT

In consideration  of the  right-to-use fee stated in the Licensor's  invoice for
the  Designated  Product,  the  Licensor  grants for as long as  Licensee or its
authorized  assignee uses the Designated  Product in the manner  provided below,
and the Licensee  accepts,  an indivisible,  non-exclusive  and non transferable
(except as provided in Section 2.1) license in each Software  Product  furnished
hereunder to use the Software Product, less the non-activated  features, only on
the Designated  Product for the sole purpose of operating the Designated Product
as a  public  telecommunications  switching  system  subject  to  the  following
conditions.

        2.1   The Licensee Agrees: (i) to limit its use of each Software Product
              solely to the operation of the Designated  Product on which it was
              originally  installed  and no other  purpose:  (ii) to  limit  its
              making of copies of the Software Product,  in whole or in part, to
              copies  reasonably  necessary for the operation of the  Designated
              Product  and for  archival  purposes  and shall make none  other;,
              (iii)  to  reproduce  all  proprietary   notices,   including  the
              copyright notices of the Licensor,  which appear on or are encoded
              within  the  Software  Product  in the form or forms in which  the
              Software  Product is received from the Licensor,  upon all copies,
              derivative works or other  modifications  which the Licensee shall
              make;  (iv)  that  the  Software  Product   (physical   materials,
              including  all copies by whomever  made) shall be the  property of
              the Licensor;, (v) not to do, cause or Permit to be done, anything
              to  activate  any  of  the   subsisting   non-activated   computer
              instruction steps therein;  (vi) not to, nor attempt to, decompile
              or reverse  assemble all or any portion of the  Software  Product,
              nor shall it  authorize  or Permit  any  others to do so: and vii)
              that the Software Product is the proprietary  material of Licensor
              and Licensee shall keep the Software Product  confidential,  treat
              it as it does its own  proprietary  materials and disclose it only
              to its  employees  that have a need to know and third  Parties who
              are needed to maintain the Designated  Product provided such third
              Parties  have  agreed  in  writing  to keep the  Software  Product
              confidential.

        2.2   Licensor  reserves  to  itself  the  exclusive  fight to cause the
              subsisting  non-enabled  program instruction steps to be activated
              (by the  issuance  under this  License  of a version  of  Software
              Product  having the  applicable  additional  computer  instruction
              steps enabled)  pursuant to standard fight to use software license
              upgrade fees or, in the absence of a Standard  upgrade fee, for an
              upgrade fee to be negotiated

        2.3   As an additional fee required  hereunder for the Software Product,
              the Licensee  shall further pay to the Licensor any state or local
              taxes,  however  designated,   levied  against  and  Paid  by  the
              Licensor,  based upon this transaction or based upon Licensor's or
              the Licensee's interests in the Software Product, including sales,
              privilege,  use, personal,  property or intangible property taxes,
              exclusive. however, of taxes based upon net income.

        2.4   Notwithstanding  any other provision hereof, in the event Licensor
              develops or makes,  or has developed or made,  Modification(s)  to
              the Software Product which represent, in Licensor's sole judgment,
              value  added to the  Designated  Product  or which  represent  art
              improvement of performance of the Designated Product, the Licensor
              reserves  the fight to market  the  Modification(s)  as a separate
              offering  requiting payment of an additional  right-to-use fee and
              which,  at the  Licensor's  option,  may require  the  Licensee to
              execute a new Software License Agreement.

   TFGLNOOI                                                            INITIAL

<PAGE>

        2.5    The Licensee  hereby  grants and agrees to grant to the Licensor.
               to the extent it lawfully may,  Modification  Grant.  Back Rights
               related  to  any  development,  whether  made  by  the  Licensor.
               Licensee or agents of the Licensee,  of all or any portion of any
               software Product furnished  hereunder  pursuant to any request or
               specifications  by  the  Licensee  for a  design  different  from
               Licensor's  design, and regardless of whether or not the Licensee
               has   compensated  the  Licensor  for  its  performance  of  such
               development. Title to patents. copyrights, trade secrets and mask
               registrations  developed by Licensor,  pursuant to any request or
               specification  by the  Licensee,  and  regardless  of whether the
               Licensee has compensated the Licensor for its performance of such
               development,  shall vest in Licensor.  Licensee,  however,  shall
               receive a royalty free license of the same scope as this Software
               License Agreement to the results of such development.

        2.6   The  Licensee  shall not merge any  Software  Product  with  other
              software  computer program  materials to form a derivative work or
              otherwise make  Modifications  or alter a Software  Product In any
              manner whatsoever.

        2.7   The Licensee agrees that any  communication or other disclosure of
              Information   it   makes   to   the   Licensor    related   to   a
              request/specification for any Modification to Licensor's design of
              the Software  Product shall be made upon a  non-confidential  base
              without any manner of  restriction  of the  Licensor in its use or
              dissemination of received Information.

        2.8   The  Licensor or the  Licensee  shall have the right to  terminate
              this  License la the event of any default by the other party which
              the  defaulting  party  fails to correct  within a period of sixty
              (60)  days  after  the   receipt  of  notice   thereof   from  the
              non-defaulting  party.  or  immediately  and without notice In the
              event that any bankruptcy arrangement for the benefit of creditors
              or  Insolvency   proceedings  are  commenced  by  or  against  the
              Licensee,  or in the event of the  appointment  of an assignee for
              the  benefit of  creditors  or a receiver  of the  Licensee or its
              properties.  However.  in the event at the time the Licensor shall
              be entitled to exercise the  foregoing  right to  immediately  and
              without notice terminate this License,  and such termination would
              cause  interruption  of service to  govern-  mentually  franchised
              telephone common carrier subscribers,  the Licensor agrees in good
              faith  (but  with  due  regard  to  the   protection  of  licensed
              interests)  to  provide  its best  efforts to  cooperate  with the
              enfranchising  authority to avoid disruption of such services.  No
              termination  hereunder shall  prejudice any of the  non-defaulting
              party's fights arising prior thereto or shall limit in any way the
              other remedies available to the non-defaulting party.

        2.9   Upon  cessation  of use of the  Designated  Product,  the Licensee
              shall,  as instructed by the Licensor,  either return the Software
              Product to the Licensor or destroy the Software Product.

        2.10  Should any  obligation of either party under this License be found
              illegal  or  unenforceable  in any  respect,  such  illegality  or
              unenforceability  shall not  affect  any other  provision  of this
              License,  all of which shall remain enforceable in accordance with
              their  terms.  Should any  obligations  of either party under this
              License  be found  Illegal  or  unenforceable  by  reason of being
              excessive in extent or breadth with respect to duration,  scope or
              subject matter,  such  obligations shah be deemed and construed to
              be  reduced  to  the  maximum  duration,  to  the  end  that  such
              obligations shall be and remain  enforceable to the maximum extent
              allowable.

        2.11  Any notice or other communication required or permitted to be made
              or given  hereunder to either  party hereto shall be  sufficiently
              made or  given on the date of  mailing,  if sent to such  party by
              certified  mall,  return  receipt   requested,   postage  prepaid,
              addressed to it at its address set forth in this Agreement.

        2.12  The Licensee's  fights hereunder are assignable,  but only as part
              of a transaction in which  ownership of the Designated  Product is
              transferred  to an  Affiliate  of Licensee or as part of a sale or
              transfer of  substantially  all of the assets of  Licensee.  It is
              agreed that as a condition to the exercise of the Licensee's fight
              to  assign  this  License,  the  Licensee  shall  have  previously
              obtained  and provided to Licensor a written  assignment  in which
              the assignor identifies and incorporates by reference this License
              and  intermediate  assignments  prior to any physical  transfer or
              Turnover of the Software Product to such assignee.



3.       PATENT OR COPYRIGHT OR TRADEMARK INFRINGEMENT

         Licensor agrees,  at its expense,  to defend and indemnify  Licensee in
         any suit, claim or proceeding  brought against  Licensee  alleging that
         any Software Product licensed  hereunder  directly  infringes any U. S.
         Letters Patent,  U. S. Copyright or U. S. Trademark,  provided Licensor
         is promptly notified, given assistance required and permitted to direct
         the defense.  Further,  Licensor  agrees to pay any  judgment  based on
         infringement rendered in such suit by final judgment of a court of last
         resort,  but Licensor shall have no liability for  settlements or costs
         incurred without its consent. Should the use of the Software Product by
         Licensee be enjoined, or in the event that Licensor desires to minimize
         its liability hereunder, Licensor may fulfill its obligations hereunder
         by either substituting non infringing  equivalent software or modifying
         the infringing Software Product or portion thereof so that it no longer
         infringes,  but  remains  functionally  equivalent,  or to  obtain  for
         Licensee, at the expense of Licensor, the right to continue use of such
         Software  Product,  or if in the sole  judgment of Licensor none of the
         foregoing is feasible  Licensor may take back the Software  Product and
         refund to Licensee the undepreclated amount of any paid-up fee that has
         been paid to Licensor.  The  foregoing  states the entire  liability of
         Licensor for patent,  copyright or  trademark  infringement  or for any
         breach  of  warranty  of  noninfringement,   express  or  implied.  The
         foregoing  indemnity shall not apply to any suit,  claim or proceedings
         based upon  allegations  that a process or method  claim of a patent is
         infringed,  nor  to  Infringements  arising  from  modification  of the
         Software  Product by anyone other than  Licensor,  or to allegations of
         Infringement  based on the  combination  of the  Software  Product with
         software   or  products   supplied  by  Licensee  or  others,   nor  to
         infringements  arising from Software Products made to the specification
         or design of Licensee,  and Licensee agrees to indemnify Licensor to an
         extent  equivalent to that provided to the Licensee  hereinabove in the
         event that any suit,  claim or proceeding is brought  against  Licensor
         based upon any of the foregoing  infringement  circumstances  which are
         excluded from the Licensor's indemnification to the Licensee.

  TFGLN001                                                             INITIAL


<PAGE>

4.         WARRANTY AND DISCLAIMER OF WARRANTY

        4.1   Licensor warrants that the Software Products.  other than the data
              base portion of the Software  Product  covered by this  Agreement.
              will,  at the  time  of  Turnover,  substantially  conform  to Its
              functional   description   In   Licensor's   technical   proposal.
              Licensee's sole remedy and Licensor's sole obligation  shall be to
              deliver any amendments or alterations required to correct any such
              non-conforming  Software  which is found to be defective  within a
              period of one (1) year  after  Turnover  and  which  significantly
              affects its performance.

        4.2   Licensor  warrants  that the data  base  portion  of the  Software
              Product covered by this License shall substantially conform to the
              site dependent data submitted by Licensee.  Licensee's sole remedy
              and   Licensor's   sole   obligation   shall  be  to  correct  any
              nonconforming  data base which is found to be  defective  within a
              period of ninety (90) days after Turnover.

        4.3   The   foregoing   warranties   do  not   extend  to   defects   or
              non-conformities  from any cause,  including  but not  limited to,
              abuse,  acts  of  God,  Improper  Installation,  modifications  or
              maintenance  (if  performed  by other  than  Licensor)  and  other
              defects  traceable to Licensee's acts or omissions;  or defects or
              nonconformities  In software,  firmware or data base  traceable to
              Licensee's errors. modifications or system changes.

        4.4   THE FOXING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS
              OR IMPLIED,  INCLUDING BUT NOT LIMITED TO, THE IMPLIED  WARRANTIES
              OF  MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE.  BUYER
              FURTHER  AGREES THAT  LICENSOR  WILL NOT BE LIABLE FOR ANY LOSS OF
              DATA OR USE,  LOST PROFITS OR REVENUE,  OR FOR ANY CLAIM OR DEMAND
              AGAINST  BUYER BY ANY OTHER  PARTY.  IN NO EVENT WILL  LICENSOR BE
              LIABLE  FOR  CONSEQUENTIAL  DAMAGES,  EVEN IF  LICENSOR  HAS  BEEN
              ADVISED OF THE  POSSIBILITY  OF SUGH  DAMAGES.

5.    LIMITATION  OF LIABILITY

        5.1   LICENSOR SHALL NOT BE LIABLE FOR SPECIAL, INDIRECT,  INCIDENTAL OR
              CONSEQUENTIAL  DAMAGES OF ANY  NATURE AND FROM ANY CAUSE,  WHETHER
              BASED ON CONTRACT,  TORT (INCLUDING  NEGLIGENCE),  INFRINGEMENT OF
              STATUTORY  PROPRIETARY  RIGHTS,  INCLUDING  PATENT,  COPYRIGHT  OR
              TRADEMARK (EXCE AS EXPRESSLY  PROVIDED IN SECTION 3 ABOVE), OR ANY
              OTHER  LEGAL  THEORY,  EVEN IF  LICENSOR  HAS BEEN  ADVISED OF THE
              POSSIBILITY OF SUCH DAMAGES, LICENSEE FURTHER AGREES THAT LICENSOR
              WILL NOT BE LIABLE  FOR ANY LOSS OF DATA OR USE,  LOST  PROFITS OR
              REVENUE,  OR FOR ANY CLAIM OR DEMAND AGAINST LICENSEE BY ANY OTHER
              PARTY.

        5.2   LICENSEE ASSUMES SOLE RESPONSIBILITY FOR ENSURING THAT THE BILLING
              CENTER CAN CORRECTLY READ CALL RECORDS.  LICENSEES  RESPONSIBILITY
              INCLUDES READING DAILY THE AMA FRAME AND/OR POLLING SYSTEM TAPE(S)
              BY THE BILLING SYSTEM COMPUTER TO ENSURE ALL TICKET INFORMATION IS
              PRESENT.  RISK OF LDSS  FOR  ANY  DATA,  USE,  REVENUE  OR  PROFIT
              ASSOCLATED THEREWITH IS ON LICENSEE.

6.    CHOICE OF LAW AND JURISDICTION

              The  validity,  performance  and  construction  of these terms and
              conditions  shall be  governed by the laws of the State of Florida
              without regard to Its Choice of Law  provisions.  Licensee  hereby
              irrevocably  consents  and agrees that any legal  action,  suit or
              proceeding  arising out of or in any way in  connection  with this
              Software  License  Agreement shall be brought in the courts of the
              State of  Florida  or in the United  States  court  sitting in the
              State of Florida  and hereby  irrevocably  accepts and submits to,
              for  itself  and  In  respect  of  its  property,   generally  and
              unconditionally,  the  jurisdiction  of any such  court and to all
              proceedings in such court,

7,         INTEGRATION

              This   Software   License   Agreement   constitutes   the   entire
              understanding  of the parties  hereto and  supersedes all previous
              communications,  representations  and  understandings  between the
              parties  with  respect  to the  subject  matter  of this  Software
              License Agreement.

WHERE,  the parties hereto  manifest their agreement to the terms and conditions
herein above,  effective on the date first above written, by affixing hereto the
signatures of their respective authorized representatives herein below.

SIEMENS STROMBERG-CARLSON           ATHENA INTERNATIONAL LTD. LIABILITY CO.
(LICENSOR)                          dba ATHENA INTERNATIONAL, LLC
                                    (LICENSEE)

By:                                 By:
   ----------------------------         ---------------------------------

   ----------------------------         ---------------------------------
          (Name & Title)                          (Name & Title)

Date Signed:    11 JAN 1997            Date Signed:     11-5-96
            -------------------                     ---------------------

<PAGE>

                          ASSIGNMENT OF PURCHASE ORDER

         This Assignment  between ATHENA  INTERNATIONAL  LTD.  LIABILITY CO. DBA
ATHENA.  INTERNATIONAL.  LLC  ("Company") and  TELECOMMUNICATIONS  FINANCE GROUP
("Lessor").

         WHEREAS, the Company and Lessor have, or will shortly,  execute a Lease
Agreement ("Lease"); and

         WHEREAS,  the Company has  executed  and  delivered a certain  purchase
contract covering the property  described therein (the  "Equipment"),  a copy of
which purchase  contract is attached hereto as Attachment A ("Purchase  Order");
and

         WHEREAS,  the Company desires to assign to Lessor all of its rights and
interests  under the Purchase Order for that equipment  listed on Schedule 1, as
amended  from  time to time,  of  Exhibit A of the  Lease so that  Lessor  might
purchase and take title to such equipment in the Company's stead.

         NOW, THEREFORE, for valuable consideration,  receipt of which is hereby
acknowledged, the parties hereto agree as follows:

1. This   Assignment  shall be  effective  as of the date the  Company  executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.

2. The Company (a) represents  and warrants that the Purchase Order  constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment  covered thereby;  (b) hereby assigns to Lessor all of its
rights under the  Purchase  Order as to the  equipment  listed on Schedule 1, as
amended  from time to time,  of  Exhibit A of the Lease;  (c) hereby  assigns to
Lessor and Lessor hereby assumes and agrees,  so long as a Company complies with
the  provisions of the Lease and otherwise  performs its  obligations  under the
Purchase Order, to perform Company's obligations under the Purchase Order to pay
the price of the  equipment  listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease;  and (d)  represents and warrants that neither notice
to nor consent from the  respective  vendor is required in  connection  with the
execution,  delivery and  performance of this  Assignment or for the validity or
enforceability of this Assignment.

3. Pursuant to this  Assignment,  the Company hereby agrees with Lessor that the
Company shall continue to be responsible  for the performance of all obligations
under the  Purchase  Order,  except for,  subject to the  condition  provided in
Paragraph 1 above,  the  obligation  to pay the price as provided in Paragraph 2
above,  and the Company  agrees to hold harmless and  indemnify  Lessor from all
liability,  loss,  damage,  and expense  arising from or directly or  indirectly
attributable to such obligations.

         IN WITNESS  WHEREOF,  the parties have duly  executed  this  Assignment
under seal by their  authorized  representatives  as of the date opposite  their
respective signatures.

TELECOMMUNICATIONS FINANCE GROUP         ATHENA INTERNATIONAL LTD. LIABILITY CO.
                                         DBA ATHENA INTERNATIONAL, LLC

By:                                      By:
    ----------------------------             ---------------------------------

--------------------------------          -------------------------------------
    Authorized Representative                       (Name & Title)

Date Signed:    10/17/97                 Date Signed:        9-8-97
            --------------------                        -----------------------


<PAGE>

                                                                   OCC CONTRACT
SIEMENS
Stromberg-Carlson                                   ATTACHMENT A
400 Rinshart R o a d                             ("PURCHASE ORDER")
Lake Mary Florida 32748
(407)942-5000
                                            DATE:             06/24/197
Buyer:  Athena                             INSTALLATION SITE: Los Angeles, CA


This  Contract  is subject to the terms and  conditions  set forth  herein,  and
include the following:

1.  Continuation  pages 2.3 and 4 which include a Disclaimer of Warranties and a
Software Product License.

2. Technical Proposal No. DCO710014                 Issue. 2    dated 06/24/97

3. Payment Terms:

o  100% of equipment price upon delivery F.O.B. Lake Mary. Florida
o  100% of installation price upon installation turnover.
<TABLE>
<CAPTION>

Item     Description                     Quantity         unit price                       Delivery Month ARQ
----     -----------                     --------         ----------                       ------------------
<S>      <C>                             <C>              <C>                              <C>
01       Proposal to add DTF-02
         960 Port Addition with ISDN,
         per DCO-710014. Issue 2, dated -

         06/24/97

         Material                                         $75,000
         Installation                                      10,600
                                                          -------
         TOTAL                                            $85,600

         0lA    ISDN Transport Software

         Software                                         $10,000

         (continued on page la)




NOTE: This form must be signed and returned by Buyer within     30  days of the first date above written.
                                                            -------

 This Contract is agreed to lot item(s):                           Siemens Stromberg-Carlson Home Office
             .                           -----------               Acceptance
----------------------------------------------------
 By                                                                By:
    -----------------------------------                                  --------------------------------
       Authorized Representative
                                                                   --------------------------------------

   ---------------------------------                               Receipt of $
         (buyer                                                                --------------------------
                                                                   Buyer is Hereby Acknowledged


</TABLE>

 form sec-340 12

<PAGE>

SIEMENS                                                          CONTRACT
Stromberg-Carlson                                              CONTINUATION
                                                                  SHEET

Athena                                                           DCO-710014
                                                                 Issue: 2
                                                                 Date: 06/24/97
                                                                 Page la
<TABLE>
<CAPTION>

Item                         Description                    Qty Unit Pr. Total
----                         -----------                    --- -------- -----
<S>         <C>                             <C>             <C> <C>      <C>
02          Service CUA with Basic's        Material               $6,258
                                            Installation              600
                                                                   ------
                                            TOTAL                  $6,858

03       ISON Spare PWBAs                   Material               $1,724

04       DIU CWBA {Maximum 16               Material               $3,130
         per Otg CUA)                       Installation               70
         Requires Item 01A.                 Total                  ------
6-27-17                                                            $6,400

                           NOTES:

                            Siemens  Stromberg-Carlson  reserves  the  right  to
                            change the hardware  elements in accordance with our
                            ongoing development  program. The hardware necessary
                            to  support  the  functionality  specified  will  be
                            provided at time of shipment in accordance  with our
                            then different hardware configuration policy.

                           PRICES DO NOT INCLUDE TAXES AND FREIGHT.

</TABLE>

<PAGE>

                                                                   OCC CONTRACT
SIEMENS
Stromberg-Carlson                    ATTACHMENT A
                                  ("PURCHASE ORDER")
400 Rhinehart Road
Lake Mary, Florida 32746
(407)942-5000                                                  November 25, 1996
Buyer: ATHENA                                            DATE: New York, NY
                                            INSTALLATION SITE:

This  Contract  is subject to the terms and  conditions  set forth  herein,  and
includes the following:
1. Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and a
   Software Product License.
2. Technical Proposal No.  DCO-710007 , Issue 1 , dated, 11/25/96
                          -----------        ---         ----------
3. Payment Terms:

o    100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
o    100% of installation price upon installation turnover.

<TABLE>
<CAPTION>
                                                                                                                        Delivery
                                                                                                                       (Month ARO)
      Item                             Description                      Quantity      Unit Price      Total             Schedule
      ----                             -----------                      --------      ----------      -----            -----------
<S>                          <C>                                        <C>           <C>            <C>               <C>
    01                        Real Time ANI Feature
                              #823435.             Software RTU                                     $30,000 Per Site

                                                                                                    $80,000 Network Buyout
                (continued on page 1 a)                                                             (all 4 sites)



NOTE: This form must be signed and returned by Buyer within     30      days of the first date above written.
                                                             --------

This contract is agreed to for item(s): 01                Siemens Stromberg-Carlson Home Office
                                                          Acceptance
                                       ----------

Authorized Representative & Title           Date          Receipt of $
                                                          Buyer  is Hereby Acknowledged
For:
</TABLE>

<PAGE>

     SIEMENS                                                          CONTRACT
Stromberg-Carlson                                                   CONTINUATION
                                                                        SHEET

                  ATHENA                              DCO-710007
                                                      Issue: 01
                                                      Date: 11/25/96
                                                      Page 1a

<TABLE>
    Item                            Description                                 Qty. Unit Pr.             Total
    ----                            -----------                                 -------------             -----
<S>                                 <C>                                         <C>  <C>                  <C>
</TABLE>

              NOTES:

              Siemens  Stromberg-Carlson   reserves  the  right  to  change  the
              hardware  elements  in  accordance  with our  ongoing  development
              program.  The  hardware  necessary  to support  the  functionality
              specified will be provided at time of shipment in accordance  with
              our then current hardware configuration policy.

              PRICES DO NOT INCLUDE TAXES AND FREIGHT.


<PAGE>

SIEMENS                                                             OCC CONTRACT
Stromberg-Carlson                   ATTACHMENT A

400 REINART ROAD                 ("PURCHASE ORDER")
LAKE MARY, FLORIDA 32740
(407) 942-6000

Buyer: ATHENA INTERNATIONAL                                DATE: April 29, 1997
       CONTRACT #710026                       INSTALLATION SITE: Los Angeles, CA


This  Contract  is subject to the terms and  conditions  set forth  herein,  and
includes the following:
1. Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and a
   Software Product License.
2. Technical Proposal No. N/A Issue 1, dated 04/29/97
3. Payment Terms:
   o  100% of equipment price upon delivery, F.0.B. Lake Mary, Florida
   o  100% of installation price upon installation turnover.


<TABLE>
                                                                                                                   Delivery
                                                                                                                 (month ARO)
         Item                          Description                       Quantity     Unit Price         Total    Schedule
<S>      <C>                           <C>                               <C>          <C>                <C>      <C>
         01                            Contract for One Pair of A-Links
                                       Feature #003069
                                         Software                                                        $6,925
                                         SCAT                                                               330
                                                                                                         ------
                                         TOTAL                                                           $7,225
                                       (continued on page 1a)

</TABLE>

NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.

This Contract is agreed to for item(s):
                                    Siemens Stromberg-Carlson Home Office
For: 5/1/97                         Receipt of $    Buyer is Hereby Acknowledged
                                    By:

<PAGE>

     SIEMENS                                                          CONTRACT
Stromberg-Carlson                                                   CONTINUATION
                                                                        SHEET

          ATHENA INTERNATIONAL                    Contract #710026
                                                  Issue: 01
                                                  Date: 04/29/97
                                                  Page 1a

<TABLE>
Item                            Description                                Qty. Unit Pr.    Total
----                            -----------                                ---  --------    -----
<S>                             <C>                                        <C>  <C>         <C>
</TABLE>

              NOTES:

              Siemens  Stromberg-Carlson   reserves  the  right  to  change  the
              hardware  elements  in  accordance  with our  ongoing  development
              program.  The  hardware  necessary  to support  the  functionality
              specified will be provided at time of shipment in accordance  with
              our then current hardware configuration policy.

              PRICES DO NOT INCLUDE TAXES AND FREIGHT.


SSC 380-034 (2/96)


<PAGE>

                                                                  OCC CONTRACT
    SIEMENS                                                       ATTACHMENT A
Stromberg-Carlson                                             ("PURCHASE ORDER")

400 Rinehart Road
Lake Mary, Florida 32746
(407) 942-5000

Buyer: ATHENA INTERNATIONAL                                DATE: 04/08/97
                                              INSTALLATION SITE: Los Angeles, CA

This  Contract is subject to the  terms-and  conditions  set forth  herein,  and
includes the following:
1. Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and a
   Software Product License.
2. Technical Proposal No. 710024 , Issue 1 , dated, 04/08/97
3. Payment Terms:
   100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
   100% of installation price upon installation turnover.

<TABLE>
                                                                                                                         Delivery
                                                                                                                        (Month ARO)
    Item                 Description                                        Quantity      Unit Price         Total       Schedule
    ----                 -----------                                        --------      -----------        -----       --------
<S>                      <C>                                                <C>           <C>                <C>         <C>
01                       Release 15.0 Upgrade per Proposal
                         DCO-710024,  Issue 1,
                         dated 04/08/97.
                                                       Material                                            $25,000
                                                       Installation                                          5,000
                                                                                                           -------
                                                       TOTAL                                               $30,000
02                       Expansion of Route Guide
                         Indexes, Feature #820398 Software
                         (continued on page 1a)

</TABLE>

NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.

This Contract is agreed to for item(s): 01 only

For: Athena

<PAGE>

     SIEMENS                                                          CONTRACT
Stromberg-Carlson                                                   CONTINUATION
                                                                        SHEET

      ATHENA INTERNATIONAL                              04/08/97
                                                        Los Angeles, CA
                                                        Page 1a

<TABLE>
Item                       Description                                           Qty. Unit Pr. Total
----                       -----------                                           -------------------
<S>                        <C>                                                   <C>  <C>      <C>
</TABLE>

              NOTES:

                  Siemens  Stromberg-Carlson  reserves  the right to change  the
                  hardware  elements in accordance with our ongoing  development
                  program.  The hardware  necessary to support the functionality
                  specified  will be provided at time of shipment in  accordance
                  with our then current hardware configuration policy.

              PRICES DO NOT INCLUDE TAXES AND FREIGHT.




<PAGE>

                                                                  OCC CONTRACT
     SIEMENS                                                      Attachment A
Stromberg-Carlson                                             ("Purchase Order")

400 Rinehart Road
Lake Mary, Florida, 32746
(407)942-5000                                                        07/30/97
          ATHENA                                           DATE: Los Angeles, CA
Buyer:    Contract #710028                    INSTALLATION SITE:

This  Contract  is subject to the terms and  conditions  set forth  herein,  and
includes the following:
1. Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and a
   Software Product License.
2. Technical Proposal No. N/A , Issue 1 , dated, 07/30/97
3. Payment Terms:
   o  100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
   o  100% of installation price upon installation turnover

<TABLE>
                                                                                                                   Delivery
                                                                                                                  (Month ARO)
      Item          Description                                             Quantity      Unit Price   Total       Schedule
      ----          -----------                                             --------      ----------   -----       --------
<S>                 <C>                                                     <C>           <C>          <C>         <C>

  01                Contract for One A Link Pair -
                    Installed 07/29/97
                                                     Software                                         $6,895
                                                     SCAT                                                330
                                                     TOTAL                                            $7,225
                    (continued on page 1a)

</TABLE>

NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.

This Contract is agreed to for item(s)     Siemens Stromberg-Carlson Home Office
                                           Receipt of $
(Buyer/licensee)                           By:

<PAGE>


     SIEMENS                                                          CONTRACT
Stromberg-Carlson                                                   CONTINUATION
                                                                        SHEET

           ATHENA                                 Contract #710028
                                                  Issue: 01
                                                  Date: 07/30/97
                                                  Page 1a

<TABLE>
      Item                           Description                                 Qty. Unit Pr.              Total
      ----                           -----------                                 ---- --------              -----
<S>                                  <C>                                         <C>  <C>                   <C>
</TABLE>

                  NOTES:

                  Siemens  Stromberg-Carlson  reserves  the right to change  the
                  hardware  elements in accordance with our ongoing  development
                  program.  The hardware  necessary to support the functionality
                  specified  will be provided at time of shipment in  accordance
                  with our then current hardware configuration policy.

                  PRICES DO NOT INCLUDE TAXES AND FREIGHT.


<PAGE>

                          ASSIGNMENT OF PURCHASE ORDER

         This Assignment  between ATHENA  INTERNATIONAL  LTD.  LIABILITY CO. DBA
ATHENA  INTERNATIONAL,  LLC  ("Company")  and  TELECOMMUNICATIONS  FINANCE GROUP
("Lessor").

         WHEREAS, the Company and Lessor have, or will shortly,  execute a Lease
Agreement ("Lease"); and

         WHEREAS,  the Company has  executed  and  delivered a certain  purchase
contract covering the property  described therein (the  "Equipment"),  a copy of
which purchase  contract is attached hereto as Attachment A ("Purchase  Order");
and

         WHEREAS,  the Company desires to assign to Lessor all of its rights and
interests  under the Purchase Order for that equipment  listed on Schedule 1, as
amended  from  time to time,  of  Exhibit A of the  Lease so that  Lessor  might
purchase and take title to such equipment in the Company's stead.

         NOW, THEREFORE, for valuable consideration,  receipt of which is hereby
acknowledged, the parties hereto agree as follows:

I.       This Assignment  shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.

2.       The  Company  (a)  represents  and  warrants  that the  Purchase  Order
constitutes the entire  understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its  rights  under  the  Purchase  Order as to the  equipment  listed  on
Schedule 1, as amended from time to time, of Exhibit A of the Lease;  (c) hereby
assigns to Lessor and Lessor  hereby  assumes and  agrees,  so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform  Company's  obligations  under the Purchase
Order to pay the price of the  equipment  listed on Schedule 1, as amended  from
time to time, of Exhibit A of the Lease;  and (d)  represents  and warrants that
neither  notice  to nor  consent  from the  respective  vendor  is  required  in
connection  with the execution,  delivery and  performance of this Assignment or
for the validity or enforceability of this Assignment.

3.       Pursuant to this Assignment, the Company hereby agrees with Lessor that
the  Company  shall  continue  to be  responsible  for  the  performance  of all
obligations  under the  Purchase  Order,  except for,  subject to the  condition
provided in Paragraph 1 above,  the  obligation  to pay the price as provided in
Paragraph 2 above,  and the Company agrees to hold harmless and indemnify Lessor
from all  liability,  loss,  damage,  and  expense  arising  from or directly or
indirectly attributable to such obligations.

         IN WITNESS  WHEREOF,  the parties have duly  executed  this  Assignment
under seal by their  authorized  representatives  as of the date opposite  their
respective signatures.

TELECOMMUNICATIONS FINANCE GROUP         ATHENA INTERNATIONAL LTD. LIABILITY CO.
                                         DBA Athena International, LLC

By:_____________________________         By:____________________________________
    Authorized Representative                       (Name & Title)
    Dated Signed: 7/11/97                   Date Signed: 6-4-97

TFGLA206-8.WPT

<PAGE>



                                  ATTACHMENT A

EQUIPMENT LIST # TFG-97245                                   DATED: June 2, 1997
-------------------------
COMPANY:   ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION:  I

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                                                              QUANTITY                      AMOUNT
--------------------                                                              --------                      ------
         SS- C
         -----
<S>                                                                                  <C>                    <C>
A FULLY  EQUIPPED  DTF-02  FRAME  (1152  PORTS) PER  DCO-681162,  ISSUE l, DATED
09/17/96 (S.O.#071175) AS FOLLOWS:
         MATERIAL                                                                    1 LOT                  $72,307.00
         INSTALLATION                                                                                        10,200.00
         FREIGHT                                                                                                 24.05
    765 AMP HOUR  BATTERY PART  #4-DAV85-19  WITH 1200 AMP HOUR CHARGER PER DCO-
    710000, ISSUE 01, DATED 10/28/96;  2 EJH PROCESSORS;  1 SPARE EJH PROCESSOR;
    200 AMP  DISTRIBUTION  PANEL  WITH BUS BAR  CABLES  AND 10-10  AMP  BREAKERS
    (S.O.#071800) AS FOLLOWS:
         MATERIAL                                                                    1 LOT                   52,773.00
         INSTALLATION                                                                                        12,200.00
         FREIGHT                                                                                                895.48
    A HENDRY FUSE PANEL PER DCO-710009, ISSUE 02, DATED 12/06/96  (S.O.#071983)
    AS FOLLOWS:
         MATERIAL                                                                    1 LOT                    1,732.00
         INSTALLATION                                                                                         2,200.00
         FREIGHT                                                                                                 78.50
         THIRD PARTY VENDOR- ACTION TELCOM
         ---------------------------------
    PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
    SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
    REMOTE COMMUNICATIONS PACKAGE; BASIC
    AGGRAGATOR PACKAGE; INSTALLATION;
    TRAINING (SEE ATTACHED EQUIPMENT LIST)                                           1 LOT                  111,650.00
         THIRD PARTY VENDOR- TELLABS
         ---------------------------
    81.2571/32MS TI ECHO CANCELLER                                                       8                   17,655.00
    FREIGHT                                                                                                       8.58
    81.0257D/23" ECHO CANC MTG ASSY                                                      1                      836.00
    FREIGHT                                                                                                      11.88
         THIRD PARTY VENDOR- TTC
         -----------------------
    EQUIPMENT AS FOLLOWS:                                                            1 LOT                   15,807.00
    CENTRAL OFFICE TESTING PKG, S/N 10347                                                1
    RACK MOUNT, 19", 1402                                                                1
    RACK MOUNT (19") FOR 41934                                                           1
    CABLE- BANTAM TO BANTAM 10'                                                          4
    FREIGHT                                                                                                      43.00
                                                                                                                 -----

                                                                        TOTAL                               $298,421.49
                                                                                                            ===========
</TABLE>

<PAGE>

SIEMENS                                                             OCC CONTRACT
Stromberg-Carlson

Buyer:          Athena                                     DATE: 09/17/96
      ----------------------------            INSTALLATION SITE: Los Angeles, CA
                                              ----------------------------------
----------------------------------
                                              ----------------------------------
----------------------------------



This  Contract  is subject to the terms and  conditions  set forth  herein,  and
includes the following:
1. Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and a
   Software Product License
2. Technical Proposal No DCO-681162 , Issue 1 , dated, 09/17/96
3. Payment Terms:
   -100% of equipment price upon delivery, F O B Lake Mary, Florida
   -100% of Installation price upon Installation turnover

<TABLE>
<CAPTION>
                                                                                                                          Delivery
                                                                                                                         (Month ARO)
Item                       Description                                        Quantity      Unit Price       Total        Schedule
----                       -----------                                        --------      ----------       -----        --------
<S>                                                                            <C>            <C>           <C>           <C>
01                     Proposal for a fully equipped
                       DTF-02 Frame (1152 Ports), per
                       DCO-681162, Issue 1, dated 09/17/96.        Material                                 72,307
                                                                   Installation                             10,200
                                                                                                            ------
                                                                   TOTAL                                    82,507
</TABLE>

NOTE: This form must be signed and returned by Buyer within 30 days of the first
      date above written.

<TABLE>
<CAPTION>
<S>                                                    <C>
This Contract is agreed to for item(s):   01           Siemens Stromberg-Carlson Home Office
                                       --------        Acceptance
                                                       By: /s/ ILLEGIBLE               9/26/96
By: /s/ ILLEGIBLE  Managing Dir  9/25/96                  --------------------------------------
   --------------------------------------------                                          Date
   Authorized Representative & Title     Date

For: Athena International, L.L.C.                      Receipt of $               from Buyer is Hereby Acknowledged
    ------------------------------------------                     --------------
             (Buyer/Licensee)                          By:
                                                          --------------------------------------
                                                                                         Date
</TABLE>

Form 8SG-360-4 (2/91)


<PAGE>

SIEMENS                                                             OCC CONTRACT
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407)-942-5000

Buyer      ATHENA INTERNATIONAL
       -------------------------------                   DATE:  October 28, 1996
                                            INSTALLATION SITE:  Los Angeles, CA
                                                              ------------------

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


This  Contract  is subject to the terms and  conditions  set forth  herein,  and
Includes the following:
1. Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and a
   Software Product License
2. Technical Proposal No. DCO-710000 , Issue 1 ,dated, 10/28/96
3. Payment Terms:
   -  100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
   -  100% of installation price upon installation turnover.

<TABLE>
<CAPTION>
                                                                                                              Delivery
                                                                                                            (Month ARO)
Item  Description                                                        Quantity    Unit Price    Total      Schedule
----  -----------                                                        --------    ----------    -----      --------
<S>   <C>
01    Proposal for 765 Amp Hour Battery
      Part #4-DAV85-19 with 1200 amp
      hour charger per DCO-710000, Issue 01,
      dated 10/28/96
                                                       Material                                  $20,993
                                                       Installation                                8,000
                                                                                                   -----
                                                       TOTAL                                     $28,993
                                                                                                 =======
</TABLE>

      (continued on page la)

NOTE: This form must be signed and returned by Buyer within 30 days of the first
date above written.


<TABLE>
<S>                                                                <C>
This Contract is agreed to for item(s): 01, 02, 03                 Siemens Stromberg-Carlson Home Office
and 07 only                                                        Acceptance
                                                                   By:  /s/ ILLEGIBLE            12/23/96
By: /S/ ILLEGIBLE                         12/27/96                    -------------------------------------
   -----------------------------------------------                                                 Date
        Authorized Representative & Title
                                                                   Receipt of $          from Buyer is Hereby Acknowledged
For: /S/ ILLEGIBLE
    ----------------------------------------------                 By:
               (Buyer/Licenses)                                       --------------------------------------
                                                                                                    Date
</TABLE>

Form S3C-360-4 (2/91)


<PAGE>



SIEMENS                                                              CONTRACT
Stromberg-Carlson                                                   CONTINUATION
                                                                       SHEET


        ATHENA INTERNATIONAL                                  DCO-710000
                                                              Issue: 01
                                                              Date: 10/28/96
                                                              Page 1a

<TABLE>
<CAPTION>
Item           Description                                                         Qty.     Unit Pr           Total
----           -----------                                                         ----     -------           -----
<S>            <C>                                                                 <C>      <C>              <C>
02             2 EJH Processors                                  Material                                    $20,280
                                                                 Installation                                $ 2,000
                                                                                                             -------
                                                                 TOTAL                                       $22,280

03             1 Spare EJ H Processor                            Material                                    $10,140
                                                                 Installation                                     --
                                                                                                             -------
                                                                 TOTAL                                       $10,140

04             Expansion of Route Guide                          Material
               Index- Requires Release                           Installation
               15.0. Item 05 and Item 02.
                                                                 TOTAL

05             Release 15.0 RTU Startup                          Material
                                                                 Installation

                                                                 TOTAL

06             Aux Table Expansion                               Material
               Feature #820085 Requires                          Installation
               Item 08.
                                                                 TOTAL

07             200 Amp Distribution Panel                        Material                                     $1,360
               with Bus Bar, Cables and                          Installation                                  2,200
               10-10 Amp Breakers                                                                            -------
                                                                 TOTAL                                        $3,560
</TABLE>


<PAGE>



<TABLE>
<CAPTION>
SIEMENS                                                                                            CONTRACT
Stromberg Carlson                                                                                CONTINUATION
                                                                                                     SHEET

                ATHENA INTERNATIONAL                                                    DC0-710000
                                                                                        Issue: 01
                                                                                        Date: 10/28/96
                                                                                        Page 1a

Item           Description                                                         Qty.     Unit Pr           Total
----           -----------                                                         ----     -------           -----
<S>            <C>                                                                 <C>      <C>               <C>
</TABLE>


NOTES:

Siemens Stromberg-Carlson  reserves the right to change the hardware elements in
accordance  with our ongoing  development  program.  The  hardware  necessary to
support  the  functionality  specified  will be  provided at time of shipment in
accordance with our then current hardware configuration policy.

PRICES DO NOT INCLUDE TAXES AND FREIGHT.


<PAGE>

                                                                    OCC CONTRACT
SIEMENS
Stromberg-Carlson

400 Rinehart Road
Lake Mary, Florida 32746
(407) 942-5000

Buyer: ATHENA                                              DATE: 12/06/96
                                              INSTALLATION SITE: Los Angeles, CA
                                              ----------------------------------

This  Contract  is subject to the terms and  conditions  set forth  herein,  and
includes the following:
1. Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and a
   Software Product License.
2. Technical Proposal No.  ______________________________,  Issue _______, dated
   _________________,
3. Payment Terms:
   -  100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
   -  100% of installation price upon installation turnover.

                       DCO-710009               2                       12/06/96

<TABLE>
<CAPTION>
                                                                                                            Delivery
                                                                                                          (Month ARO)
Item  Description                                                Quantity     Unit Price        Total      Schedule
----  -----------                                                --------     ----------        -----      --------
<S>   <C>                                      <C>               <C>          <C>               <C>
01    Proposal for a Hendry Fuse
      Panel, per DCO-710009,
      Issue 02, dated 12/06/96.
                                                Material                                       $1,732
                                                Installation                                    2,200
                                                                                               ------
                                                TOTAL                                          $3,932
</TABLE>
      (continued on page 1a)

NOTE:  This form must be signed and returned by Buyer within  __________ days of
       the first date above written.

<TABLE>
<S>                                                              <C>
This Contract is agreed to for item(s): ---                      Siemens Stromberg-Carlson Home Office
                                                                 Acceptance
--------------------------------------------------
                                                                 By:  /s/ ILLEGIBLE             2/4/97
                                                                    -----------------------------------------
By: /s/ Tom Wilson    Managing Partner  1/19/97                     Date
   -----------------------------------------------
      Authorized Representative & Title   Date                   Receipt of $_______ from Buyer is Hereby Acknowledged

(orig PO signed by TW)

For: Athena                                                      By:
    -----------------------------------------------                 ------------------------------------------
                (Buyer/Licensee)                                                                        Date
</TABLE>


Form 89C-360-4 (2/91)


<PAGE>


                                                                     CONTRACT
SIEMENS                                                             CONTINUATION
Stromberg-Carlson                                                       SHEET


           ATHENA                                          DCO-710009
                                                           Issue: 02
                                                           Date: 12/06/96
                                                           Page 1a

<TABLE>
<S>                             <C>                                             <C>   <C>                  <C>
Item                            Description                                     Qty.  Unit Pr.             Total
----                            -----------                                     ----  --------             -----
</TABLE>

NOTES:

IF  PURCHASED,  A 10%  DEPOSIT  IS  REQUIRED  ON ORDER  ENTRY.  IF  LEASED  FROM
TELECOMMUNICATIONS  FINANCE GROUP, A 5% DEPOSIT IS REQUIRED ON ORDER ENTRY. THIS
5% DEPOSIT WILL BE APPLIED AGAINST LEASE PAYMENTS.

Siemens Stromberg-Carlson  reserves the right to change the hardware elements in
accordance  with our ongoing  development  program.  The  hardware  necessary to
support  the  functionality  specified  will be  provided at time of shipment in
accordance with our then current hardware configuration policy.

PRICES DO NOT INCLUDE TAXES AND FREIGHT.

33C 380-034 (2/96)


<PAGE>

                          ASSIGNMENT OF PURCHASE ORDER

         This  Assignment  between ATHENA  INTERNATIONAL,  LLC  ("Company')  and
TELECOMMUNICATIONS FINANCE GROUP ("Lessor").

         WHEREAS, the Company and Lessor have, or will shortly,  execute a Lease
Agreement ("Lease"); and

         WHEREAS,  the Company has  executed  and  delivered a certain  purchase
contract covering the property  described therein (the  "equipment"),  a copy of
which purchase  contract is attached hereto as Attachment A ("Purchase  Order");
and

         WHEREAS,  the Company desires to assign to Lessor all of its rights and
interests  under the Purchase Order for that equipment  listed on Schedule 1, as
amended  from  time to time,  of  Exhibit A of the  Lease so that  Lessor  might
purchase and take title to such equipment in the Company's stead.

         NOW, THEREFORE. for valuable consideration,  receipt of which is hereby
acknowledged, the parties hereto agree as follows:

1.       This Assignment  shall be effective as of the date the Company executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.

2.       The  Company  (a)  represents  and  warrants  that the  Purchase  Order
constitutes the entire  understanding of the parties thereto with respect to the
purchase and sale of the equipment covered thereby; (b) hereby assigns to Lessor
all of its  rights  under  the  Purchase  Order as to the  equipment  listed  on
Schedule 1, as amended from time to time, of Exhibit A of the Lease;  (c) hereby
assigns to Lessor and Lessor  hereby  assumes and  agrees,  so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order,  to perform  Company's  obligation  under the Purchase
Order to pay the price of the  equipment  listed on Schedule 1, as amended  from
time to time, of Exhibit A of the Lease;  and (d)  represents  and warrants that
neither  notice  to nor  consent  from the  respective  vendor  is  required  in
connection  with the execution,  delivery and  performance of this Assignment or
for the validity or enforceability of this Assignment.

3.       Pursuant to this Assignment, the Company hereby agrees with Lessor that
the  Company  shall  continue  to be  responsible  for  the  performance  of all
obligations  under the  Purchase  Order,  except for,  subject to the  condition
provided in Paragraph 1 above,  the  obligation  to pay the price as provided in
Paragraph 2 above,  and the Company agrees to hold harmless and indemnify Lessor
from all  liability,  loss,  damage,  and  expense  arising  from or directly or
indirectly attributable to such obligations.

         IN WITNESS  WHEREOF,  the parties have duly  executed  this  Assignment
under seal by their  authorized  representatives  as of the date opposite  their
respective signatures.

TELECOMMUNICATIONS FINANCE GROUP             ATHENA INTERNATIONAL, LLC

By:  /s/ CC Callaway                         By:  /s/ Michael Landers
   -----------------------------                -------------------------------
                                              Michael Landers     ILLEGIBLE
--------------------------------             ----------------------------------
   Authorized Representative                           (Name & Title)

Date Signed:  31 Jan 1997                    Date Signed:  11-5-96
            --------------------                         ----------------------

TFGLNO01


<PAGE>

                                                                    OCC CONTRACT

SIEMENS
Stromberg-Carlson
400 Rinehart Road                  ATTACHMENT A
Lake Mary, Florida 32748
(407) 942-5000

                                                          DATE:  09/17/96
Buyer:    ATHENA                             INSTALLATION SITE:  Los Angeles, CA
      --------------------------------                         -----------------

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






This  Contract  is subject to the terms and  conditions  set forth  herein,  and
includes the following:
1. Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and a
   Software Product License.
2. Technical Proposal No. DCO-681161 ______________, Issue 1 , dated, 09/17/96
3. Payment Terms:
   -  100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
   -  100% of installation price upon installation turnover.

<TABLE>
<CAPTION>
                                                                                                                          Delivery
                                                                                                                         (Month ARO)
Item           Description                                                     Quantity      Unit Price       Total        Schedule
----           -----------                                                     --------      ----------       -----        --------
<S>            <C>                                                             <C>           <C>              <C>           <C>
01             Proposal for a Used 1152 Port
               equipped and wired Release 12.1
               Does not include power. Switch is
               located at Calgary, Alberta.
               Per DC0-681161, Issue 1,
               Dated 09/17/96.
                                                         Material                                           $300,000
                                                         Installation                                         29,000
                                                                                                              ------
                                                         TOTAL                                              $329,000

02             Basic SS-7 with 800 portability.                                                              Incl In
                                                                                                             Item 01
                                                                                                          No Charge.
</TABLE>
                                    (continued on page 1a)

NOTE: This form must be signed and returned by Buyer within 30 days of the first
      date above written.

<TABLE>
<CAPTION>
<S>                                                            <C>
This Contract is agreed to for item(s):  01, 02, 02A,          Siemens Stromberg-Carlson Home Office
                                       -----------------       Acceptance
04, 05, 06, 07, $365,950
--------------------------------------------------------       By: /s/ ILLEGIBLE                       9/26/96
                                                                  --------------------------------------------
                                                                                                        Date
By: /s/ ILLEGIBLE    Managing Director     9/25/96
   -----------------------------------------------------
    Authorized Representative & Title       Date

For:  Athena International, L.L.C.                             Receipt of $____________ from Buyer is Hereby Acknowledged
    ----------------------------------------------------
                    (Buyer/Licensee)                           By:
                                                                  ---------------------------------------------
                                                                                                        Date
</TABLE>


<PAGE>


<TABLE>
<CAPTION>
     SIEMENS                                                          CONTRACT
STROMBERG-CARLSON                                                   CONTINUATION
                                                                        SHEET


               ATHENA                                  DCO-681161
                                                       Issue: 01
                                                       Date: 09/17/96
                                                       Page 1a

Item    Description                                                             Qty. Unit Pr.             Total
---------------------------------------------------------------------------------------------------------------------
<S>     <C>                                        <C>                         <C>                        <C>
02A     SS-7 Spares
                                                   Material                                               Included in
                                                                                                          Item 01
                                                                                                          No Charge.

03      Additional pairs of "A" LINKS
        (maximum additional available
        is 11).
                                                   Material                      $7,225

4       Power System.
                                                   Material                                                  $28,350
                                                   Installation:                                              $1,600
                                                                                                              ------
                                                   TOTAL:                                                    $29,950

05      Upgrade to Release 14.0
                                                   Material                                                   Included in
                                                                                                              item 01.

06      De-install at Calgary, Pack
                                                   Material                                                   $   500
                                                   Installation:                                              $ 9,500
                                                                                                              -------
                                                   TOTAL:                                                     $10,000

07      RCI Expansion                                                                                         N/C
                                                                                                              included
                                                                                                              in base

(Continued on page 2a)
</TABLE>


SSC 360-034 (2/96)


<PAGE>


                                                                      CONTRACT
      SIEMENS                                                       CONTINUATION
STROMBERG-CARLSON                                                       SHEET

               ATHENA                                   DCO-681161
                                                        Issue: 01
                                                        Date: 09/17/96
                                                        Page 2a

<TABLE>
<CAPTION>
Item                         Description                                     Qty. Unit Pr.               Total
----                         -----------                                     -------------               -----
<S>                          <C>                                             <C>                         <C>
</TABLE>

USED SYSTEMS ARE SUBJECT TO  AVAILABILITY  AND ARE OFFERED ON A FIRST COME FIRST
SERVE BASIS.

A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY, IF LEASED, A 5% DEPOSIT IS REQUIRED ON
ORDER  ENTRY.  IF  APPLIED  AGAINST  A LEASE,  IT WILL  APPLY TO THE  FIRST  AND
THIRTEENTH PAYMENTS AND CONTRIBUTE TO THE LAST PAYMENT.

Siemens Stromberg-Carlson  reserves the right to change the hardware elements in
accordance  with our ongoing  development  program.  The  hardware  necessary to
support  the  functionality  specified  will be  provided at time of shipment in
accordance with our then current hardware configuration policy.

              PRICES DO NOT INCLUDE TAXES AND FREIGHT.








     SSC 380-034 (2/96)


<PAGE>



                      "ADDITIONAL" SECRETARY'S CERTIFICATE

         I, _________________________,do  hereby certify that I am the Secretary
of ATHENA  INTERNATIONAL  LTD.  LIABILITY  CO DBA ATHENA  INTERNATIONAL,  LLC, a
Limited  Liability  Company duly  organized and existing under the laws State of
Louisiana  ("Company)  ");  that I am the keeper of the seal of the  company and
company  records,  including,,  without  limitation,  the  Operating  Agreement,
By-Laws and the minutes of the meeting of the Managing  Members of the any; that
the  following  is an  accurate  and  compared  transcript  of  the  resolutions
contained in the minute book of the Company, which resolutions were duly adopted
and ratified at a meeting of the Managing  Members of the Company duly  convened
and held in accordance  with the By-Laws and Operating  Agreement of the Company
on the _____ day  _____________,19__,  at which  time a quorum was  present  and
acted  throughout;  and that said resolutions have not in any way been modified,
repealed or rescinded, but are in full force and effect:

                  "RESOLVED,  that any Managing  Member of the Company be and is
         hereby  authorized  and  empowered  in the name and on  behalf  of this
         Company   to   enter   into   one  or  more   lease   agreements   with
         TELECOMMUNICATIONS   FINANCE  GROUP   ("hereinafter   called  "LESSOR")
         concerning  personal property leased to the Company;  from time to time
         to  modify,  supplement  or amend  any such  agreements;  and to do and
         perform all other acts and things deemed by such Managing  Member to be
         necessary,  convenient or proper to carry out any of the foregoing; and
         be it

                  FURTHER RESOLVED, that all that any Managing Member shall have
         done or may do in the premises is hereby ratified and approved;  and be
         it

                  FURTHER RESOLVED,  that the foregoing resolutions shall remain
         in full force and effect  until  written  notice of their  amendment or
         recession  shall have been  received by LESSOR and that receipt of such
         notice shall not effect any action  taken or loans or advances  made by
         LESSOR  prior  thereto  and  LESSOR  is  authorized  to rely  upon said
         resolutions until receipt by it of written notice of any change; and be
         it

                  FURTHER  RESOLVED,   that  the  Secretary  be  and  is  hereby
         authorized  and  directed  to  certify  to  LESSOR  that the  foregoing
         resolutions and provisions thereof are in conformity with the Operating
         Agreement and By-Laws of this Company."

         I do  further  certify  that the Lease  Agreement  entered  into by the
Company and LESSOR concerning the following items of personal property:

Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant  thereto  and  there  are no  restrictions  imposed  by  the  Operating
Agreement  or By-Laws of the Company  restricting  the power or authority of the
Managing  Members of the Company to adopt the foregoing  resolutions or upon the
Company or its Managing Members to act in accordance therewith.

         I do  further  certify  that  the  following  are  names  and  specimen
signatures of Managing  Members of the Company  empowered and  authorized by the
above  resolutions,  each of which has been duly  elected to hold and  currently
holds the office of the Company set opposite his name:

      Name                           Office                        Signature
      ----                           ------                        ---------
Kevin H. Pollard                President & CEO             /s/ Kevin H. Pollard


         IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of
the Company this 2nd day of April, 1998.

                              /s/ ILLEGIBLE
                            ----------------------------------------------------
(SEAL)                      Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
                            DBA ATHENA INTERNATIONAL, LLC

         TFGLN001


<PAGE>



                      "ADDITIONAL" SECRETARY'S CERTIFICATE

         I,  _____________________________,  do  hereby  certify  that  I am the
Secretary of ATHENA  INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA  INTERNATIONAL,
LLC, a Limited  Liability  Company duly organized and existing under the laws of
the State of  Louisiana  ("Company)  "); that I am the keeper of the seal of the
company  and company  records,  including,  without  limitation,  the  Operating
Agreement, By-Laws and the minutes of the meeting of the Managing Members of the
Company;  that the  following  is an accurate  and  compared  transcript  of the
resolutions contained in the minute book of the Company,  which resolutions were
duly adopted and  ratified at a meeting of the  Managing  Members of the Company
duly convened and held in accordance with the By-Laws and Operating Agreement of
the Company on the ____ day of ______________,  19__, at which time a quorum was
present and acted throughout; and that said resolutions have not in any way been
modified, repealed or rescinded, but are in full force and effect:

                  "RESOLVED,  that any Managing  Member of the Company be and is
         hereby  authorized  and  empowered  in the name and on  behalf  of this
         Company   to   enter   into   one  or  more   lease   agreements   with
         TELECOMMUNICATIONS   FINANCE  GROUP   ("hereinafter   called  "LESSOR")
         concerning  personal property leased to the Company;  from time to time
         to  modify,  supplement  or amend  any such  agreements;  and to do and
         perform all other acts and things deemed by such Managing  Member to be
         necessary,  convenient or proper to carry out any of the foregoing; and
         be it

                  FURTHER RESOLVED, that all that any Managing Member shall have
         done or may do in the premises is hereby ratified and approved;  and be
         it

                  FURTHER RESOLVED,  that the foregoing resolutions shall remain
         in full force and effect  until  written  notice of their  amendment or
         recission  shall have been  received by LESSOR and that receipt of such
         notice shall not effect any action  taken or loans or advances  made by
         LESSOR  prior  thereto  and  LESSOR  is  authorized  to rely  upon said
         resolutions until receipt by it of written notice of any change; and be
         it

                  FURTHER  RESOLVED,   that  the  Secretary  be  and  is  hereby
         authorized  and  directed  to  certify  to  LESSOR  that the  foregoing
         resolutions and provisions thereof are in conformity with the Operating
         Agreement and By-Laws of this Company."

         I do  further  certify  that the Lease  Agreement  entered  into by the
Company and LESSOR concerning the following items of personal property:

Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant  thereto  and  there  are no  restrictions  imposed  by  the  Operating
Agreement or By- Laws of the Company  restricting  the power or authority of the
Managing  Members of the Company to adopt the foregoing  resolutions or upon the
Company or its Managing Members to act in accordance therewith.

         I do  further  certify  that  the  following  are  names  and  specimen
signatures of Managing  Members of the Company  empowered and  authorized by the
above  resolutions,  each of Which has been duly  elected to hold and  currently
holds the office of the Company set opposite his name:

     NAME                          OFFICE                        SIGNATURE
     ----                          ------                        ---------
Kevin H. Pollard               President & CEO              /s/ Kevin H. Pollard

IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Company this 23 day of March, 1998


                             ---------------------------------------------------
(SEAL)                       Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO
                             DBA ATHENA INTERNATIONAL, LLC


<PAGE>



                                                 SECRETARY'S CERTIFICATE

         I, Craig Berner,  do hereby  certify that I am the Assistant  Secretary
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, a Limited
Liability  Company duly  organized  and existing  under the laws of the State of
Louisiana  ("Company)  ");  that I am the keeper of the seal of the  company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company;  that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing  Members of the Company duly convened,  and held in
accordance with the By-Laws and Operating Agreement of the Company on the 29 day
of March, 1996 at which time a quorum was present and acted throughout; and that
said resolutions have not in any way been modified,  repealed or rescinded,  but
are in full force and effect:

                  "RESOLVED,  that any Managing  Member of the Company be and is
         hereby  authorized  and  empowered  in the name and on  behalf  of this
         Company   to   enter   into   one  or  more   lease   agreements   with
         TELECOMMUNICATIONS   FINANCE  GROUP   ("hereinafter   called  "LESSOR")
         concerning  personal property leased to the Company;  from time to time
         to  modify,  supplement  or amend  any such  agreements;  and to do and
         perform all other acts and things deemed by such Managing  Member to be
         necessary,  convenient or proper to carry out any of the foregoing; and
         be it

                  FURTHER RESOLVED, that all that any Managing Member shall have
         done or may do in the premises is hereby ratified and approved;  and be
         it

                  FURTHER RESOLVED,  that the foregoing resolutions shall remain
         in full force and effect  until  written  notice of their  amendment or
         recission  shall have been  received by LESSOR and that receipt of such
         notice shall not effect any action  taken or loans or advances  made by
         LESSOR  prior  thereto  and  LESSOR  is  authorized  to rely  upon said
         resolutions until receipt by it of written notice of any change; and be
         it

                  FURTHER  RESOLVED,   that  the  Secretary  be  and  is  hereby
         authorized  and  directed  to  certify  to  LESSOR  that the  foregoing
         resolutions and provisions thereof are in conformity with the Operating
         Agreement and By-Laws of this Company."

         I do  further  certify  that the Lease  Agreement  entered  into by the
Company and LESSOR concerning the follow items of personal property:

Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant  thereto  and  there  are no  restrictions  imposed  by  the  Operating
Agreement  or By-Laws of the Company  restricting  the power or authority of the
Manage  Members of the Company to adopt the  foregoing  resolutions  or upon the
Company or its Managing Members to act accordance therewith.

         I do  further  certify  that  the  following  are  names  and  specimen
signatures of Managing  Members of the Company  empowered and  authorized by the
above  resolutions,  each of which has been duly  elected to hold and  currently
holds the of the Company set opposite his name:

      NAME                          OFFICE                        SIGNATURE
William Cooper             Vice President -- Operations      /s/ William Cooper


IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Company this 3rd day of Ma??????, 1998.


                            ----------------------------------------------------
(SEAL)                      Secretary of ATHENA INTERNATIONAL LTD. LIABILITY Co.
                            DBA ATHENA INTERNATIONAL, LLC

         TFGLN001


<PAGE>



                             SECRETARY'S CERTIFICATE

         I, P. Scott Muller, do hereby certify that I am the secretary of ATHENA
INTERNATIONAL  LTD.  LIABILITY  CO.  dba  ATHENA  INTERNATIONAL,  LLC, a limited
liability  company duly  organized  and existing  under the laws of the state of
Colorado  ("Corporation");  that I am the keeper of the seal of the  corporation
and corporate records,  including,  without limitation, the Charter, By-Laws and
the minutes of the meeting of the Board of  Directors of the  Corporation;  that
the  following  is an  accurate  and  compared  transcript  of  the  resolutions
contained in the minute book of the  Corporation.  which  resolutions  were duly
adopted and ratified at a meeting of the Board of  Directors of the  Corporation
duly  convened  and held in  accordance  with the  By-Laws  and  Charter  of the
Corporation on the 1st day of December, 1996, at which time a quorum was present
and  acted  throughout;  and  that  said  resolutions  have  not in any way been
modified, repealed or rescinded, but are in full force and effect.

                  "RESOLVED,  that  any  officer  of the  Corporation  be and is
         hereby  authorized  and  empowered  in the name and on  behalf  of this
         Corporation   to  enter  into  one  or  more  lease   agreements   with
         TELECOMMUNICATIONS   FINANCE  GROUP   ("hereinafter   called  "LESSOR")
         concerning  personal  property leased to the Corporation;  from time to
         time to modify, supplement or amend any such agreements;  and to do and
         perform  all  other  acts  and  things  deemed  by such  officer  to be
         necessary, convenient, or proper to carry out any of the foregoing; and
         be it

                  FURTHER RESOLVED, that all that any officer shall have done or
         may do in the premises is hereby ratified and approved; and be it

                  FURTHER RESOLVED,  that the foregoing resolutions shall remain
         in full force and effect  until  written  notice of their  amendment or
         recission  shall have been  received by LESSOR and that receipt of such
         notice shall not effect any action  taken or loans or advances  made by
         LESSOR  prior  thereto  and  LESSOR  is  authorized  to rely  upon said
         resolutions until receipt by it of written notice of any change; and be
         it

                  FURTHER  RESOLVED,   that  the  Secretary  be  and  is  hereby
         authorized  and  directed  to  certify  to  LESSOR  that the  foregoing
         resolutions  and provisions  thereof are in conformity with the Charter
         and By Laws of this Corporation."

         I do  further  certify  that the Lease  Agreement  entered  into by the
Corporation and LESSOR concerning the following items of personal property:

Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation  restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.

         I do  further  certify  that  the  following  are  names  and  specimen
signatures of officers of the Corporation  empowered and authorized by the above
resolutions, each of which has been duly elected to hold and currently holds the
officer of the Corporation set opposite his name:

     NAME                       OFFICE                         SIGNTAURE
Michael Landers           Exec. Managing Director    /s/ Michael Landers
William F. Cooper, III    Managing Director          /s/ William H. Cooper, III
Thomas W. Wilson          Managing Director          /s/ Thomas Wilson

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
Corporation this 1st day of December, 1996.

                                /s/ P. Scott Muller
                             ---------------------------------------------------
(SEAL)                       Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO
                             dba ATHENA INTERNATIONAL, LLC






                        .TPGLN001


<PAGE>



                               CONSENT AND WAIVER
                 BY OWNER, LANDLORD OR MORTGAGEE OF REAL ESTATE
                   (hereinafter referred to as "Undersigned")

         1.       FOR  GOOD  AND  VALUABLE  CONSIDERATION.  receipt  of which is
                  hereby acknowledged.

Undersigned,    Capital & Counties U.S.A., Inc.
             ---------------------------------------------
                        (NAME)

of 101 California Street, suite 2525
  --------------------------------------------------------
      (NO. OF STREET)

San Francisco      San Francisco     California          94111
---------------------------------------------------------------
(CITY OR TOWN)     (COUNTY)          (STATE)             (ZIP)

being owner, landlord or mortgage of certain real estates
known as 800 West Sixth Street
        --------------------------------------------------
          (NO. OF STREET)

Los Angeles            Los Angeles             California                  90017
--------------------------------------------------------------------------------
(CITY OR TOWN)           COUNTY                  (STATE)                   (ZIP)

              and briefly described as follows:

              old  premier  now  being  occupied  by ATHENA  INTERNATIONAL  LTD.
              LIABILITY FCO, the ATHENA INTERNATIONAL, LLC (hereinafter referred
              to as "Occupant")  which Occupant will enter or has entered into a
              Lease  Agreement  dated as of October 31, 1998  (hereinafter to as
              "Instrument"  and herein by  references  made a part  hereof) with
              TELECOMMUNICATION  FINANCE  GROLUP,  400 Rinehart Road, Lake Mary,
              Florida 32746 (hereinafer  referred to as "LESSOR"),  where LESSOR
              will  leasse  or  has  leased  the  property  described  or  to be
              described in said Instrument (or in documents  ancillary therein )
              and generally described as follows (hereinafter referred to all as
              the "equipment"):

              Siemens  Stromberg-Carlson   Designated  Product  Plus  Peripheral
              Equipmentdoes  hereby  agree  that  that  sold  equipment  may  be
              situated in and temporarily  affected to the above- described real
              to  and  that  said,  equipment  is to  remain  personal  property
              notwithstanding the manner which it is a refluxed to the sold real
              obtain and there title thereof shall.  remain in LESSOR, its legal
              representatives,  customers,  agents,  or until such time as it is
              conveyed by LESSOR to other parties.

                     2.  This  Agreement  shall  also  apply to any of the above
              described  equipment  which  is  already  on the  premises  or may
              hereafter  be  delivered  or  installed  thereon  ,  and it or may
              hereafter become,  subject to the aforementioned instrument.

                     3.   Undersigned   wolves   such  and  every   right  which
              Undersigned  now has or may  hereafter  have under the laws of the
              State.  Of California or any other state or by lecture of any real
              estate lease or mortgage  now in effects or hereafter  executed by
              Undersigned or said Occupant to levy or distrain upon for rent, in
              arrears  in  advance,  or both as to claim or assert  title to the
              aforesaid equipment.

                     4. Undersigned  recognizes and acknowledges  that any claim
              or claims  that  LESSOR has or may  hereafter  have  against  said
              equipment by virtue of the  aforementioned  Investment is superior
              in any lien or claim or any nations which  Undersigned  now has or
              may  hereinafter  have to such  equipment by statue,  agreement or
              otherwise.

                     5. It is  futher  agreed  that  LESSOR or his  assiugns  or
              agents  may may remove  said  equipment  from the  above-described
              premises whenever LESSOR feels it is necessary to do so to protect
              its  interiors  and without  inability  or  accountability  to the
              Undersigned   therefore,   precept  that  much  removal  shall  be
              accomplished  with  prior  notification  to the  Building  with as
              little  description to the Under registered  building operation as
              possible  and that LESSOR  repair any damage which it may cause to
              the leased precisely and the Building by reason of much removal.

                     6.  LESSOR may,  without  affecting  the  validity of this
              agreement,  extend  the forms of payment  of any  indebtedness  of
              Occupant  to LESSOR or alter the  performance  of any of the terms
              and conditions or aforementioned  Instruments with out the consent
              of Undersigned end without giving notice thereof to Undersigned.

                     7, This  agreement  insures to the benefit of the recession
              transferees and of LESSOR and shall do binding upon heirs personal
              representative, successors and designs of Undersigned.

       IN WITNESS WHEREOF, the Undersigned has pest his hand and seas, or caused
its hands and oral to be affirmed this .day _______, of 19__.

(SEAL)                                 By: /s/ ILLEGIBLE
                                           --------------------------
                                       Title: Vice President
                                              -----------------------
Witness_________________               Capital & Countries U.S.A. Inc.
                                       -------------------------------
                                       San Francisco, CA 94111
                                       -------------------------------
                                       415/421-5100
                                       -------------------------------

<PAGE>



ATHENA INTL
SIEMENS LEASE SUMMARY
as of 10/15/98 per Jeff Emery's analysis
Location

<TABLE>
<CAPTION>
DENVER:
<S>                           <C>                               <C>                  <C>
      Original DCO                                              Denver               314,252.00
      Addition 1
      Hard/Soft               TeleFlex Call Capture/Intellinks  Denver                96,073.45
                              and stwr
      Hard/Soft               TeleFlex Call Capture/lntellinks  Denver                49,295.95
                              and stwr
      Hardware                AS400                             Denver                27,673.40
      Hardware                AS400                             Denver                 5,155.70
      Freight                 Freight on above                  Denver                 3,052.14
      Addi ti on 2                                                                   181,250.64
      DTF CMF LTF PRT         DCO frames                        Denver               148,807.00
      Freight                 Freight on above                  Denver                   529.10
      Misc Equip              As400 harddrive upgrade           Denver                15,180.00
      Addition 3                                                                     164,516.10
      NAMS                    NAMS hdwr/sftwr                   Denver               101,000.00
      Misc Equip              (16) Echo Can                     Denver (all?)         25,288.93
      Misc Equip              T-Bird                            Denver                13,501.00
      DTF                     TI expansion frame                Denver               122,227.00
      Freight                 Freight on above                  Denver                 2,339.72
      Addition 4                                                                     264,356.65
      DTF                     T1 expansion frame                Denver                67,500.00
      Freight                 Freight on above                  Denver                   515.31
      Addition 5                                                                      68,015.31
      2 EJH Proc              Enhanced Processor                Denver                32,420.00
      Freight                 Freight on above                  Denver                    25.58
      A Link Pair             SS7 Expansion                     Denver                 7,500.00
      Misc Equip              TeleFlex Intelink                 Denver                23,650.00
      Addition 6                                                                      63,595.58
      Re1 14                  Sftwr version 14                  Denver                15,000.00
      Com Con Sec             Allows additional DTFs            Denver                22,730.00
      Freight                 Freight on above                  Denver                    84.10
      Real Time ANJ           Allows FG-D ANI on DTMF           Denver                26,666.00
      200 Amp dist            DCO Power                         Denver                 3,560.00
      Freight                 Freight on above                  Denver                    44.75
      Misc Equip              AS400 upgrade                     Denver                19,812.00
      Addition 7                                                                      87,896.85
      Hendry Fuse             DCO Power Panel                   Denver                 3,632.00
      Freight                 Freight on above                  Denver                    84.17
      DTF                     T1 expansion frame                Denver                69,887.00
      Freight                 Freight on above                  Denver                   590.51
      888 and scat            800 table expansion               Denver                15,000.00
                                                                                      89,193.68
  Addition 8
      SLU Multi-Task          DCO                               Denver                 2,956.00
      Freight                 Freight on above                  Denver                    22.95
      Re1 15                  Sftwr version 15                  Denver                55,000.00
      Freight                 Freight on above                  Denver                    34.71
                                                                                      58,013.66
  Addition 9
      Misc Equip              TeleFlex Intelink                 Denver                58,013.66
  Addition 10                                                                         58,013.66
      Hong Kong Switch        Teleselect                        LA or Hong Kong      220,193.11
                                                                                     220,193.11
  TOTAL DENVER SWITCH                                                              1,569,297.24
</TABLE>

<PAGE>



         DENVER                                                     ATHENAA.AL3

         ATHENA INTERNATIONAL, LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
         SITE: 910 15TH STREET, SUITE 667, DENVER, COLORADO 80202-2928
         COUNTY: DENVER

<TABLE>
<CAPTION>
                                                                         SS-C            VENDOR             VENDOR
    ORDER                                   SS-C          TOTAL          INVOICE         (+10% FEE)         INVOICE       VENDOR
                   DESCRIPTION              ORDER#        AMOUNT         AMOUNT          AMOUNT             AMOUNT        NAME
<S>                <C>                       <C>         <C>               <C>           <C>                <C>           <C>
    07/20194       DCO-CS                    065066      258802.00         256802.00
    07/20194       INSTALLATION              065086       38100.00          38100.00
    07/20194       SOFTWARE                  065066       19350.00          19350.00

ORIGINAL LEASE VALUE - SIGNED 01/30/95                   314252.00         314252.00          0.00                0.00
                         FREIGHT             065066        3052.14           3052.14
          11/28194       HARD/SOFT           350531       96073.45                        96073.45            87339.50    TELE-FLEX
          11/28194       HARD/SOFT           350537       49295.95                        49295.95            44814.50    TELE-FLEX
          11/28194       HARDWARE            350550       27673.40                        27673.40            25159.00    SIRIUS
          11/28/94       HARDWARE            350550        5155.70                         5155.70             4687.00    SIRIUS

ADDITION I - SIGNED - 02/08/96                           181250.84           3052.14     178198.50           162000.00

         03/25/96        1152 PORT ADD       089395      148807.00         148807.00
                         FREIGHT             069395         529.10            529.10
         04/02/96        MISC. EQUIP.        350768       15180.00                        15180.00            13800.00    TELE-FLEX

ADDITION II - SIGNED - 07/30/96                          164516.10         149336.10      15180.00            13800.00

         10/04/96        NAMS                350843      101000.00                       101000.00           101000.00    ACT TEL
         08/29/96        MISC. EQUIP.        350812       25288.93                        25288.93            23002.43    TEL PROD
         08/29/96        MISC. EQUIP.        350820       13501.00                        13501.00            12275.00    TTC
         09/10/96        DTF-03              071044      122227.00         122227.00
                         FREIGHT             071044        2339.72           2339.72

ADDITION III-SIGNED- 12/18/96                            264356.65          124566.72     139789.93           136277.43

         09/10/96       DTF-O4               071045       87500.00           67500.00
                        FREIGHT              071045         515.31             515.31

</TABLE>



08/27/98
ATHENA-C.WK4-1




<PAGE>



         DENVER                                                    ATHENAA.AL3

        ATHENA INTERNATIONAL, LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
        SITE: 910 15TH STREET, SUITE 687, DENVER, COLORADO 80202-2928
        COUNTY:        DENVER

<TABLE>
<CAPTION>
                                                                         SS-C            VENDOR             VENDOR
    ORDER                                   SS-C          TOTAL          INVOICE         (+10% FEE)         INVOICE       VENDOR
                   DESCRIPTION              ORDER#        AMOUNT         AMOUNT          AMOUNT             AMOUNT        NAME
<S>                <C>                       <C>         <C>               <C>           <C>                <C>           <C>
ADDITION IV - SIGNED - 01/17/97                         68015.31         68015.31              0.00           0.00

11/25/98     2 EJH PROC                     071522       32420.00         32420.00
             FREIGHT                        071522          25.58            25.58
01/13/97     A-LINK PAIR                    071802        7500.00          7500.00
02/03/97     MISC. EQUIP.                   350885       23650.00                          23650.00         21500.00      TELE-FLEX

ADDITION V - SIGNED - 02/26/97                           63595.58          39945.58        23650.00         21500.00

11/25/96     REL 14.0                       071521       15000.00          15000.00
11/25/96     COM CON SEC                    071523       22730.00          22730.00
             FREIGHT                        071523          84.10             84.10
01/13/97     REAL TIME ANI                  071805       26666.00          26666.00
01/13/97     200 AMP DIST                   071801        3560.00           3560.00
             FREIGHT                        071801          44.75             44.75
01/20/97     MISC. EQUP.                    350891       19812.00                          19812.00        18015.00      CIBER NET
                 ADDITION VI - SIGNED - 03/31/97         87896.85          68084.85        19812.00        18015.00

02/10/97     HENDRY FUSE                    071982        3632.00           3632.00
             FREIGHT                        071982          84.17             84.17
07/24/97     DTF-04                         071831       69887.00          69887.00
             FREIGHT                        071631         590.51            590.51
03/07/97     888 AND SCAT                   072119       15000.00          15000.00

ADDITION VII - SIGNED - 05/12/97                         89193.68          89193.68            0.00            0.00

02/28/97     SLU MULTI-TASK                 072091        2956.00           2956.00
                       FREIGHT              072091          22.95             22.95
          03/26/97     REL 15               072300       55000.00          55000.00
                       FREIGHT              072300          34.71             34.71

</TABLE>


                                                                  ATHENA-C.WK4-2
        08/27/98)


<PAGE>



         DENVER                                                        ATHENAA.A
         ATHENA INTERNATIONAL, LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
         SITE: 910 15TH STREET, SUITE 667, DENVER, COLORADO 80202-2928
         COUNTY: DENVER

<TABLE>
<CAPTION>
                                                                         SS-C            VENDOR             VENDOR
    ORDER                                   SS-C          TOTAL          INVOICE         (+10% FEE)         INVOICE       VENDOR
    DATE           DESCRIPTION              ORDER#        AMOUNT         AMOUNT          AMOUNT             AMOUNT        NAME
    ----           -----------              ------        ------         ------          ------             ------        ----
<S>                <C>                       <C>         <C>               <C>           <C>                <C>           <C>
ADDITION VIII - SIGNED - 06/06/97                        58013.68         58013.66          0.00             0.00

08/06/97       MISC. EQUIP.                 350994       93500.00                       93500.00          85000.00        TELE-FLEX

ADDITION IX - SIGNED - 08/08/97                          93500.00             0.00      93500.00          85000.00
10/27/97 MISC. EQUIP.                       351030      176000.00                      176000.00         160000.00        TELESELECT
</TABLE>











                                    08/27/98
                                 ATHENA-C.WK4-3




<PAGE>

TELECOMMUNICATIONS FINANCE GROUP

                                LEASE AGREEMENT

This Lease agreement, is effective on                July 23, 1994
                                      ------------------------------------------
between TELECOMMUNICATIONS FINANCE GROUP ("hereinafter Lessor") and  Athens
                                                                   -------------
International, Ltd. Liability Company dba Athena Internation, LLC, a Limited
-----------------------------------------------------------------    -----------

Liability with its office located at 910 15 Street, Suite 330, Denver, Colorado
                                     -------------------------------------------
80202-2928
----------                                               -----------------------
                                                         ("hereinafter Lessee").

1.   Lease.

     Lessor, subject to the conditions set forth in Section 25 hereof, agrees to
     lease to Lessee and Lessor hereunder, those items of personal property (the
     "Equipment") which are described on Schedule 1 of Exhibit A hereto.  Lessee
     agrees to execute  and  deliver to Lessor a  certificate  of  delivery  and
     acceptance  in  substantively  the form of  Exhibit A hereto  (a  "Delivery
     Certificate")  immediately  after  Turnover  of  the  Equipment,  and  such
     execution shall constitute Lessee's irrevocable acceptance of such items of
     Equipment for all purposes of this Lease.  The Delivery  Certificate  shall
     constitute  a part of this Lease to the same  extent was if the  provisions
     thereof were set forth herein.

2.   Definitions.

     "Amortization Deductions" as defined in Section 11 (b) (i) hereof.

     "Appraisal  Procedure"  shall mean the following  procedure for determining
     the Fair Market Sale Value of any item of  Equipment.  If either  Lessor or
     Lessee shall request by notice (the "Appraisal  Request") to the other that
     such value be determined by the Appraisal Procedure,  (i) Lessor and Lessee
     shall,  within 15 days after the Appraisal Request,  appoint an independent
     appraiser mutually  satisfactory to them, or (ii) if the parties are unable
     to agree on a mutually  acceptable  appraiser within such time.  Lessor and
     Lessee shall each appoint one independent  appraiser mutually  satisfactory
     to  them,  or (ii)  if the  parties  are  unable  to  agree  on a  mutually
     acceptable appraiser within such time. Lessor and Lessee shall each appoint
     one  independent  appraiser  (provided that if either party hereto fails to
     notify the other party hereto of the identity of the independent  appraiser
     chosen by it within 30 days after the Appraisal Request,  the determination
     of such value  shall be made by the  independent  appraiser  chosen by such
     other party),  and (iii) if such appraiser chosen by such other party), and
     (iii) if such  appraisers  cannot  agree on such value within 20 days after
     their  appointment  and if one  appraisal  is not  within  5% of the  other
     appraisal.  Lessor and Lessee  shall choose a third  independent  appraiser
     mutually  satisfactory  to them  (or,  if they  fail to agree  upon a third
     appraiser within 25 days after the appointment of the first two appraisers,
     such  third  independent  appraiser  shall  within  20 days  thereafter  be
     appointed by the American Arbitration Association), and such value shall be
     determined  by such third  independent  appraiser  within 20 days after his
     appointment,  after consultation with the other two independent appraisers.
     If the first two appraisals  are within 5% of each other,  then the average
     of the two  appraisals  shall be the Fair Market  Sale Value,  The fees and
     expenses of all appraisers shall be paid by Lessee.

     "Business  Day"  shall mean a day other  than a  Saturday,  Sunday or legal
     holiday under the laws of the State of Florida.

     "Code" shall mean the Internal  Revenue  Code of 1954,  as amended,  or any
     comparable successor law.

     "Commencement Date" as defined in Section 3 hereof.

     "Default"  shall  mean any event or  condition  which  after the  giving of
     notice or lapse of time or both would become an Event of Default.

     "Delivery Certificate" as defined in Section 1 hereof.

     "Equipment" as defined in Section 1 hereof.

     "Event of Default" as defined in Section 18 hereof.

     "Event of Loss"  shall mean,  with  respect to any item of  Equipment,  the
     actual or  constructive  total  loss of such item of  Equipment  or the use
     thereof,  due to theft,  destruction,  damage  beyond  repair or  rendition
     thereof permanently unfit for normal use from any reason whatsoever, or the
     condemnation, confiscation or seizure of, or requisition of title to or use
     of, such item of Equipment.

     "Fair  Market Sale Value"  shall,  at any time with  respect to any item of
     Equipment which would be obtained in any arm's-length  transaction  between
     an informed and willing  seller under no compulsion to sell and an informed
     and willing  buyer-user  (other than a lessee  currently in possession or a
     used equipment or scrap dealer).  For purposes of Section 7(b) hereof. Fair
     Market Sale Value shall be determined by (i) an  independent  appraiser (at
     Lessee's expense) selected by Lessor or (ii) by the Appraiser  Procedure if
     the Appraisal Request is made at least 90 days (but not more than 360 days)
     prior to the  termination  or expiration of the Lease Term, as the case may
     be, which  determination  shall be made (a) without deduction for any costs
     or expenses of dismantling or removal;  and (b) on the assumption that such
     item of  Equipment  is free and clear of all Liens and is in the  condition
     and repair in which it is required to be returned  pursuant to Section 7(a)
     hereof. For purposes of Section 19(c) hereof,  Fair Market sale Value shall
     be determined (at Lessee's  expense) by an independent  appraiser regard to
     the provisions of clauses (a) and (b) above;  provided that if Lessor shall
     have sold any item of  Equipment  pursuant to Section  19(b)  hereof,  Fair
     Market Sale Value of such item of Equipment  shall be the next  proceeds of
     such sale after  deduction of all costs and expenses  incurred by Lessor in
     connection  therewith;  provided further,  that if for any reason Lessor is
     not able to obtain possession of any item of Equipment  pursuant to Section
     19(a) hereof, the Fair Market Sale Value of such item of Equipment shall be
     zero.

     "Imposition" as defined in Section 11(a) hereof.

     "Indemnitee" as defined in Section 17 hereof.

     "Late  Charge  Rate"  shall mean an  interest  rate per annum  equal to the
     higher of two percent  (2%) over the  Reference  Rate of  eighteen  percent
     (18%), but not to exceed the highest rate permitted buy applicable law.

     "Lease" and the terms "hereof",  "herein",  "hereto" and "hereunder",  when
     used in this Lease Agreement,  shall mean and include this Lease Agreement.
     Exhibits and the Delivery  Certificate  hereto as the same may from time to
     time be amended, modified or supplemented.

     "Lease Term" shall mean, with respect to any item of Equipment, the term of
     the  lease of such  item of  Equipment  hereunder  specified  in  Section 3
     hereof.

     "Lessee" as defined in the introductory paragraph of this Lease.

     "Lessor" as defined in the introductory paragraph of this Lease.
<PAGE>

soever;  (ii) any defect in the title,  condition,  design,  or operation of, or
lack of fitness for use of, or any damage to, or loss of, all or any part of the
Equipment  from any cause  whatsoever;  (iii) the  existence  of any Liens  with
respect to the Equipment; (iv) the invalidity, unenforceability or disaffirmance
of this Lease or any other document related hereto; or (v) the prohibition of or
interference  with the use or  possession  by  Lessee  of all or any part of the
Equipment, for any reason whatsoever, including without limitation, by reason of
(1) claims for  patent,  trademark  or  copyright  infringement;  (2) present or
future  governmental  laws, rules or orders;  (3) the insolvency,  bankruptcy or
reorganization  of any  person;  and (4) any  other  cause  whether  similar  or
dissimilar  to the  foregoing,  any  present  of  future  law  to  the  contrary
notwithstanding.  Lessee hereby  waives,  to the extent  permitted by applicable
law, any and all rights which it may now have or which may at any time hereafter
be conferred  upon it, by statute or otherwise,  to terminate,  cancel,  quit or
surrender the lease of any Equipment. If for any reason whatsoever this Lease or
any Supplement, other than pursuant to Section 16(b) hereof, shall be terminated
in whole or in part by operation of law or  otherwise,  Lessee will  nonetheless
pay to  Lessor  an  amount  equal to each  installment  of rent at the time such
installment  would have  become due and  payable  in  accordance  with the terms
hereof.  Each payment of rent or other amount paid by Lessee  hereunder shall be
final and Lessee will not seek to recover all or any part of such  payment  from
Lessor for any reason whatsoever.

6. WARRANTY DISCLAIMER;
   ASSIGNMENT OF WARRANTIES.

(a)  LESSOR  NEITHER  MAKES NOR SHALL BE DEEMED TO HAVE MADE AND  LESSEE  HEREBY
EXPRESSLY WAIVES ANY WARRANTY OR REPRESENTATION,  EITHER EXPRESS OR IMPLIED,  AS
TO THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY
OR  FITNESS  OF  THE  EQUIPMENT  FOR  ANY  PARTICULAR   PURPOSE,   FREEDOM  FROM
INTERFERENCE  OR  INFRINGEMENT OR THE LIKE, OR AS TO THE TITLE TO OR LESSOR'S OR
LESSEE'S  INTEREST IN THE  EQUIPMENT OR AS TO ANY OTHER  MATTER  RELATING TO THE
EQUIPMENT OR ANY PART THEREOF.

LESSEE  CONFIRMS THAT IT HAS SELECTED THE EQUIPMENT AND EACH PART THEREOF ON THE
BASIS OF ITS OWN JUDGMENT AND EXPRESSLY  DISCLAIMS RELIANCE UPON ANY STATEMENTS,
REPRESENTATIONS OR WARRANTIES MADE BY LESSOR.

LESSOR  NEITHER  MAKES NOR SHALL BE  DEEMED TO HAVE MADE ANY  REPRESENTATION  OR
WARRANTY AS TO THE  ACCOUNTING  TREATMENT  TO BE  ACCORDED  TO THE  TRANSACTIONS
CONTEMPLATED BY THIS LEASE OR AS TO ANY TAX  CONSEQUENCES  AND/OR TAX TREATEMENT
THEREOF.

(b) LESSOR  HEREBY  ASSIGNS TO LESSEE  SUCH RIGHTS AS LESSOR MAY HAVE (TO EXTENT
LESSOR MAY VALIDLY ASSIGN SUCH RIGHTS) UNDER ALL  MANUFACTURERS'  AND SUPPLIERS'
WARRANTIES WITH RESPECT TO THE EQUIPMENT;  PROVIDED, HOWEVER, THAT THE FOREGOING
RIGHTS SHALL  AUTOMATICALLY  REVERT TO LESSOR UPON THE OCCURRENCE AND DURING THE
CONTINUANCE  OF ANY  EVENT  OF  DEFAULT  HEREUNDER,  OR UPON THE  RETURN  OF THE
EQUIPMENT  TO LESSOR.  LESSEE  AGREES TO SETTLE ALL CLAIMS  WITH  RESPECT TO THE
EQUIPMENT  DIRECTLY WITH THE  MANUFACTURERS  OR SUPPLIERS  THEREOF,  AND TO GIVE
LESSOR PROMPT NOTICE OF ANY SUCH SETTLEMENT AND THE DETAILS OF SUCH  SETTLEMENT.
HOWEVER,  IN THE EVENT ANY WARRANTIES ARE NOT  ASSIGNABLE,  THE LESSOR AGREES TO
ACT ON BEHALF OF THE LESSEE IN SETTLING  CLAIMS  ARISING UNDER THE WARRANTY WITH
THE MANUFACTURER OR SUPPLIER.

(c) IN NO EVENT SHALL LESSOR BE LIABLE FOR LOSS OF REVENUE OR PROFITS,  SPECIAL,
INDIRECT,  INCIDENTAL OR  CONSEQUENTIAL  DAMAGES OF ANY NATURE OR FROM ANY CAUSE
EVEN IF LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Disposition of Equipment.

   (a) Return.

Lessee shall,  upon the  expiration of the Lease Term of each item of Equipment,
subject to paragraph (b) below,  return such item of Equipment to Lessor at such
place within the continental  United States of America as Lessor shall designate
in  writing  to  Lessee.  Until such item of  Equipment  is  returned  to Lessor
pursuant to the provisions of this Section,  all of the provisions of this Lease
with respect  thereto shall continue in full force and effect.  Lessee shall pay
all the costs and expenses in connection with or incidental to the return of the
Equipment,  including,  without  limitation,  the cost of removing,  assembling,
packing,  insuring and transporting  the Equipment.  At the time of such return,
the Equipment  shall be in the condition and repair required to be maintained by
Section 12 hereof and free and clear of all Liens.

   (b) Purchase Option.

So long as no Default or Event of Default shall have occurred and be continuing,
Lessee  may, by written  notice  given to Lessor at least 120 days (but not more
than 360 days)  prior to the  expiration  date of the Lease  Term of any item of
Equipment  (which notice shall be  irrevocable),  elect to purchase such item of
Equipment on such  expiration  date for a cash purchase  price equal to the Fair
Market Sale Value of such item of  Equipment  determined  as of such  expiration
date,  plus an amount equal to all taxes (other than income taxes on any gain or
such sale),  costs and expenses  (including legal fees and expenses) incurred or
paid by Lessor in  connection  with such  sale.  Upon  payment by Lessee of such
purchase  price,  and of all  other  amounts  then  due and  payable  by  Lessee
hereunder,  Lessor shall  transfer title to such items of Equipment to Lessee on
an "as-is,  where-is"  basis,  without  recourse and without  representation  or
warranty  of any kind,  express  or  implied,  other than a  representation  and
warranty that such item of Equipment is free and clear of any Lessor's Liens.

8. Representations and Warranties.

In order to induce Lessor to enter into this Lease and to lease the Equipment to
Lessee hereunder, Lessee represents and warrants that:

(a) Organization.

Lessee is duly organized,  validly  existing and in good standing under the laws
of the State of  Louisiana  and is duly  qualified to do business and is in good
standing in the State in which the Equipment will be located.

(b) Power and Authority.

Lessee has full power, authority and legal right to execute, deliver and perform
this Lease,  and the execution,  delivery and  performance  hereof has been duly
authorized by Lessee's governing body or officer(s).

(c) Enforceability.

This Lease has been duly  executed  and  delivered by Lessee and  constitutes  a
legal, valid and binding obligation of Lessee enforceable in accordance with its
terms.

(d) Consents and Permits.

The  execution,  delivery  and  performance  of this Lease does not  require any
approval or consent of any trustee,  shareholder,  partner,  sole  proprietor or
holders of any

                                      -3-

<PAGE>


     (c) Lessee will not make or authorize any improvement,  change, addition or
     alteration  to the Equipment (i) if such  improvement,  change  addition or
     alteration  will  impair the  originally  intended  function  or use of the
     Equipment or impair the value of the  Equipment  as it existed  immediately
     prior to such improvement,  change, addition, or alteration; or (ii) if any
     parts  installed  in or  attached  to or  otherwise  becoming a part of the
     Equipment  as a  result  of any  such  improvement,  change,  addition,  or
     alteration shall not be readily  removable without damage to the Equipment.
     Any part which is added to the Equipment  without  violating the provisions
     of the  immediately  preceding  sentence and which is not a replacement  or
     substitution for any property of Lessee and may be removed by Lessee at any
     time prior to the expiration or earlier  termination of the Lease Term. All
     such parts shall be and remain  free and clear of any Liens.  Any such part
     which is not so removed prior the expiration or earlier  termination of the
     Lease Term shall, without further act, become property of Lessor.

13.  Inspection.

     Upon  prior  notice,  Lessor or its  authorized  representative  may at any
     reasonable time or times upon reasonable  notice inspect the Equipment when
     it deems it necessary to protect its interest therein.

14.  Identification.

     Lessee  shall,  at its  expense,  attach to each item of Equipment a notice
     satisfactory  to  Lessor  disclosing  Owner's  ownership  of  such  item of
     Equipment.

15.  Personal Property

     Lessee  represents  that the  Equipment  shall be and at all  times  remain
     separately  identifiable  personal property.  Lessee shall, at its expense,
     take such action  (including the obtaining and recording of waivers) as may
     be  necessary  to prevent  any third party from  acquiring  any right to or
     interest in the  Equipment  by virtue of the  Equipment  being deemed to be
     real  property  or a part of real  property  or a part  of  other  personal
     property,  and if at any time any  person  shall  claim  any such  right or
     interest,  Lessee shall,  at its expense,  cause such claim to be waived in
     writing or otherwise  eliminated  to Lessor's  satisfaction  within 30 days
     after such claim shall have first become known to Lessee.

16.  Loss or Damages.

     (a) All risk of loss, theft,  damage or destruction to the Equipment or any
     part thereof, however incurred or occasioned, shall be borne by Lessee and,
     unless such  occurrence  constitutes an Event of Loss pursuant to paragraph
     (b) of this Section, Lessee shall promptly cause the affected part or parts
     of the  Equipment  to be replaced or restored to the  condition  and repair
     required to be maintained by Section 12 hereof.

     (b) If an Event of Loss with respect to any item of Equipment  shall occur,
     Lessee shall promptly give Lessor written notice thereof,  and Lessee shall
     pay to Lessor  written  notice  thereof,  and Lessee shall pay to Lessor as
     soon as it receives  insurance  proceeds with respect to said Event of Loss
     but in any event no later than 90 days after the  occurrence  of said Event
     of Loss an amount equal to the sum of (i) the Stipulated Loss Value of such
     item of Equipment computed as of the Rent Payment Date with respect to such
     item  Equipment on or  immediately  preceding the date of the occurrence of
     such  Event of Loss;  and (ii) all rent and  other  amounts  due and  owing
     hereunder  for such item of Equipment on or prior to the Loss Payment Date.
     Upon payment of such amount to Lessor,  the lease of such item of Equipment
     hereunder  shall  terminate,  and Lessor will transfer within forty days to
     Lessee,  Lessor's  right,  title  and  interest  in and  to  such  item  of
     Equipment,  on an "as-is,  where-is"  basis,  without  recourse and without
     representation or warranty, express or implied, other than a representation
     and warranty  that such item of Equipment is free and clear of any Lessor's
     Liens.

     (c) Any payments  received at any time by Lessor or Lessee from any insurer
     with  respect  to loss or  damage  to the  Equipment  shall be  applied  as
     follows: (i) if such payments are received with respect to an Event of Loss
     they shall be paid to Lessor,  but to the extent  received by Lessor,  they
     shall reduce or discharge, as the case the case may be, Lessee's obligation
     to pay the amounts due to Lessor  under  Section 16 (b) hereof with respect
     to such Event of Loss or (ii) if such payments  shall,  unless a Default or
     Event of Default  shall have  occurred and be  continuing,  be paid over to
     Lessee to  reimburse  Lessee  for its  payment  of the  costs and  expenses
     occurred and be continuing,  be paid over to Lessee to reimburse Lessee for
     its payment of the costs and  expenses  occurred by Lessee in  replacing or
     restoring  pursuant  to  Section  16 (a)  hereof  the  part or parts of the
     Equipment which suffered such loss or damage.

17.  General Indemnity.

     Lessee assumes  liability for, and shall  indemnify,  protect save and keep
     harmless  Lessor and its  agents,  servants,  successors  and  assigns  (an
     "Indemnitee")  from  and  against  any  and all  liabilities,  obligations,
     losses,  damages,  penalties,  claims,  actions, suits, costs and expenses,
     including reasonable legal expenses, of whatsoever kind and nature, imposed
     on, incurred by or asserted against an Indemnitee,  in any way6 relating to
     or arising out this Lease or the enforcement  hereof,  or the  manufacture,
     purchase,  acceptance,  rejection  ownership,  possession,  use  selection,
     delivery, lease, operation, condition, sale, return or other disposition of
     the Equipment or any part thereof (including, without limitation, latent or
     other defects,  whether or not  discoverable by Lessee or any other person,
     any claim in tort for strict liability and any claim for patent,  trademark
     or copyright  infringement);  provided,  however,  that Lessee shall not be
     required to indemnify  any  Indemnitee  for loss or liability  arising from
     acts or events which occur after the  Equipment has been returned to Lessor
     in accordance  with the Lease,  or for loss or liability  resulting  solely
     from the willful  misconduct or gross  negligence of such  Indemnitee.  The
     provisions  of  this  Section  shall  survive  the  expiration  or  earlier
     termination of this Lease.

18.  Events of Default.

     The  following  events shall each  constitute  an event of default  (herein
     called "Event of Default") under this Lease:

     (i) Lessee shall fail to execute and deliver to Lessor (or Lessor's  agent)
     the "Delivery  Certificate"  within  twenty-four  (24) hours of Turnover of
     Equipment to Lessee.

     (ii) Lessee shall fail to commence  lease  payments on the first day of the
     month following the  Commencement  Date, or such other  initiation of lease
     payments as specified in Section 5 of this Lease.

     (iii)  Lessee  shall fail to make any payment of rent or other amount owing
     hereunder after notice has been given that payment is past due; or

     (iv) Lessee  shall fail to maintain  the  insurance  required by Section 10
     hereof or to perform or observe any of the convenants  contained in Section
     21 or 22 hereof; or

     (v) Lessee shall fail, to perform or observe any other convenant, condition
     or  agreement  to be performed or observed by it with respect to this Lease
     and such failure shall continue unremedied for 30 days after the earlier of
     (a) the date on which Lessee obtains,  or should have obtained knowledge of
     such failure; or (b) the date on

                                       5
<PAGE>
which notice thereof shall be given by Lessor to Lessee; or

(vi) Any  representation  or warranty  made by Lessee herein or in any document,
certificate or financial or other statement now or hereafter furnished Lessor in
conenction  with  this  Lease  shall  prove  at any  time to have  been  untrue,
incomplete or misleading in any material respect as of the time when made; or

(vii) The entry of a decree or order for relief by a court  having  jurisdiction
in respect of Lessee,  adjudging Lessee a bankrupt or insolvent, or approving as
properly filed a petition seeking a reorganization,  arrangement,  adjustment or
composition  of or in respect  of Lessee in an  involuntary  proceeding  or case
under the Federal bankruptcy laws, as now or hereafter constituted, or any other
applicable  Federal or State  bankruptcy,  insolvency  or  similar law, or
appointing a receiver, liquidator,  assignee, custodian, trustee or sequestrator
(or   similar  official)   of  Lessee  or  of  any   substantial   part  of  its
property,  or ordering the winding-up or liquidation of its affairs, and the
continuance of any such decree or order unstayed and in effect for a period
of 30 days; or

(vii) The  institution  by Lessee of proceedings to be adjudicated a bankrupt or
insolvent,  or the consent by it to the  institution of bankruptcy or insolvency
proceedings against it, or the commencement by Lessee of a voluntary  proceeding
or case under the Federal bankruptcy laws, as now or hereafter  constituted,  or
any other applicable Federal or state bankruptcy, insolvency proceedings against
it, or the  commencement  by Lessee of a voluntary  proceeding or case under the
Federal ankruptcy laws, as now or hereafter constituted, or any other applicable
Federal or state bankruptcy,  insolvency or other similar law, or the consent by
it to the  filing  of any  such  petition  or to the  appointment  of or  taking
possession  by  a  receiver,   liquidator,   assignee,   trustee,  custodian  or
sequestrator (or other similar official) of Lessee or of any substantial part of
its property or the making by it of any  assignment for the benefit of creditors
or the  admission  by it of its  inability  to pay its debts  generally  as they
become due or its  willingness  to be  adjudicated  a bankrupt or the failure of
Lessee  generally to pay its debts as they become due or the taking of corporate
action by Lessee in furtherance of any of the foregoing.

19. Remedies.

If an Event of Default  specified in  Subsection  18 (vii) or (viii) above shall
occur, then, and in any such event, Lessor shall not be obligated to purchase or
lease any of the  Equipment  and this Lease shall,  without any  declaration  or
other  action by Lessor,  be in default.  If an Event of Default,  other than an
Event of Default specified in Subsection 18 (vii) or (viii) above,  shall occur.
Lessor  may,  at its option,  declare  this Lease to be in default.  At any time
after this Lease is in default  under the first  sentence  of this  Section  19,
Lessor has  declared  this Lease to be in default  under the second  sentence of
this Section 19, Lessor and/or its  representative may do any one or more of the
following  with respect to all of the Equipment or any part thereof as Lessor in
its sole discretion  shall elect, to the extent permitted by applicable law then
in effect:

(a) demand that Lessee, and Lessee shall at its expense upon such demand, return
the Equipment  promptly to Lessor at such place in the continental United States
of America as Lessor shall specify,  or Lessor and/or its agents, at its option,
may with or without  entry upon the premises  where the Equipment is located and
disable  the  Equipment,   or  make  the  Equipment  inoperable  permanently  or
temporarily in Lessor's sole discretion, and/or take immediate possession of the
Equipment and remove the same by summary  proceedings or otherwise,  all without
liability for by reason of such entry or taking of  possession,  whether for the
restoration  of damage to  property  caused by such taking or for  disabling  or
otherwise;

(b) sell the  Equipment  at public or  private  sale,  with or  without  notice,
advertisement or publication,  as Lessor may determine, or otherwise dispose of,
hold, use, operate,  lease to others or keep idle the Equipment as Lessor in its
sole  discretion may  determine,  all free and clear of any rights of Lessee and
without any duty to account to Lessee with respect to such action or inaction or
for any proceeds with respect thereto;

(c) by written  notice to Lessee  specifying  a payment  date which shall be not
earlier  than 20 days after the date of such  notice,  demand that Lessee pay to
Lessor,  and Lessee shall pay to Lessor,  on the payment date  specified in such
notice,  as liquidated  damages for loss of a bargain and not as a penalty,  all
accrued and unpaid rent for the  Equipment  due on all Rent Payment  Dates up to
and including the payment date specified in such notice plus an amount (together
with  interest  on such amount at the Late Charge  Rate,  from the payment  date
specified in such notice to the date of actual payment) equal to the excess,  if
any,  of the  Stipulated  Loss Value of the  Equipment  as of the  payment  date
specified in such notice over the Fair Market Sale Value of the  Equipment as of
such date:

(d) Lessor may  exercise  any other right or remedy which may be available to it
under applicable law or proceed by appropriate court action to enforce the terms
hereof or to recover  damages  for the breach  hereof or to rescind  this Lease.
Lessor is entitled to recover any amount that fully  compensates  the Lessor for
any damage to or loss of the Lessor's  residual  interest in the leased property
caused by the Lessee's default.

In the event any present value  discounting  is applied,  the discount rate used
shall be the Federal Reserve Board Discount Rate.

In  addition,  Lessee  shall be  liable  for any and all  unpaid  rent and other
amounts due  hereunder  before or during the  exercise  of any of the  foregoing
remedies and for all reasonable legal fees and other costs and expenses incurred
by reason of the  occurrence  of any Event of Default or the  exercise  Lessor's
remedies  with respect  thereto,  including  all  reasonable  costs and expenses
incurred  in  connection  with the  placing of the  Equipment  in the  condition
required by Section 12 hereof.

No remedy  referred to in this Section 19 is intended to be exclusive,  but each
shall be  cumulative  and in addition to any other remedy  referred to herein or
otherwise available to Lessor at law or in equity; and the exercise or beginning
of exercise by Lessor of any one or more of such remedies shall not preclude the
simultaneous or later exercise by Lessor of any or all such other  remedies.  No
express or implied  waiver by Lessor of an Event of Default shall in any way be,
or be construed to be, a waiver of any future or subsequent Event of Default. To
the extent  permitted by applicable  law, Lessee hereby waives any rights now or
hereafter  conferred by statute or otherwise which may require Lessor to sell or
lease or otherwise use the Equipment in mitigation of Lessor's damages or losses
or which may otherwise  limit or modify any of Lessor's rights or remedies under
this Lease.

20. Lessor's Right to Perform.

If Lessee fails to make any payment required to be made by it hereunder or fails
to perform or comply with any of its other agreements  contained herein.  Lessor
may itself make such payment or perform or comply with such  agreement,  and the
amount of such  payment  and the  amount of the  reasonable  expenses  of Lessor
incurred in  connection  with such payment or the  performance  of or compliance
with such agreement,  as the case may be, together with interest  thereon at the
Late  Charge  Rate,  shall be deemed to be  additional  rent,  payable by Lessee
within 30 days of notice.
                                       6


<PAGE>

21. LOCATION; ASSIGNMENT OR SUBLEASE;
     TITLE TRANSFER.

   (a) LESSEE  WILL  NOT  REMOVE  THE  EQUIPMENT  FROM THE LOCATION SPECIFIED IN
    SCHEDULE  1  OF  EXHIBIT A WITHOUT THE PRIOR WRITTEN CONSENT OF LESSOR. SUCH
    CONSENT  NOT  TO  BE  UNREASONABLY  WITHHELD,  EXCEPT  REMOVAL  OUTSIDE  THE
    CONTINENTAL  U.S.  IS  NOT PERMITTED. THE EQUIPMENT SHALL AT ALL TIMES BE IN
    THE  SOLE  POSSESSION AND CONTROL OF LESSEE AND LESSEE WILL NOT, WITHOUT THE
    PRIOR  WRITTEN  CONSENT  OF LESSOR, ASSIGN THIS LEASE OR ANY INTEREST HEREIN
    OR  SUBLEASE  OR  OTHERWISE  TRANSFER  ITS INTEREST IN ANY OF THE EQUIPMENT,
    AND  ANY  ATTEMPTED  ASSIGNMENT,  SUBLEASE  OR  OTHER  TRANSFER BY LESSEE IN
    VIOLATION OF THESE PROVISIONS SHALL BE VOID.

   (b) LESSOR  AND  LESSEE ACKNOWLEDGE THAT LESSOR (i) MAY TRANSFER ITS INTEREST
    IN   THE   EQUIPMENT   TO   AN   OWNER   OTHER   THAN   LESSOR,  LESSOR  MAY
    CONTEMPORANEOUSLY  THEREWITH  LEASE  THE EQUIPMENT BACK FROM SUCH OWNER, AND
    (ii) MAY   ASSIGN  THIS  LEASE,  LESSEE  HEREBY  CONSENTS  TO  EACH  OF  THE
    ABOVE-DESCRIBED   TRANSACTIONS.   FURTHER  LESSEE  DOES  HEREBY  ACKNOWLEDGE
    (i) THAT  ANY  SUCH ASSIGNMENT BY LESSOR DOES NOT MATERIALLY CHANGE LESSEE'S
    DUTIES   AND  OBLIGATION  HEREUNDER,  (ii) THAT  SUCH  ASSIGNMENT  DOES  NOT
    MATERIALLY   INCREASE  THE  BURDEN  OR  RIGHT  IMPOSED  ON  THE  LESSEE  AND
    (iii) THAT  THE  ASSIGNMENT  IS  PERMITTED  EVENT IF THE ASSIGNMENT COULD BE
    DEEMED TO MATERIALLY AFFECT THE INTEREST OF THE LESSEE.

22. Status Changes in Lessee.

    Lessee  will not thirty (30) days prior written notice to Lessor,  (a) enter
    into any  transaction of merger or consolidation  unless it is the surviving
    corporation  or after giving effect to such merger or consolidation  its net
    worth  equals  or   exceeds  that  which  existed  prior to such  merger  or
    consolidation;  or  (b) change the form of organization of its business;  or
    (c) change its name  or its chief  place of  business.  Lessee  must  obtain
    Lessor's prior written  concurrence before Lessee must obtain Lessor's prior
    written  concurrence  before  Lessee  may  undertake  any  actions  to   (a)
    liquidate or dissolve or similar  action of the  Lessee's  organization,  or
    (b) sell,  transfer or otherwise  dispose of all  or any substantial part of
    Lessee's assets.

23. Further Assurances; Financial Information.
   (a)  Lessee  will,  at  its expense, promptly and duly execute and deliver to
   Lessor  such  further  documents  and assurances and take such further action
   as  Lessor  may  from  time to time request in order to establish and protect
   the  rights,  interests  and  remedies  created  or intended to be created in
   favor  of  Lessor hereunder, including, without limitation, the execution and
   filing   of   Uniform  Commercial  Code  financing  statements  covering  the
   Equipment   and   proceeds  therefrom  in  the  jurisdictions  in  which  the
   Equipment  is  located  from  time  to  time.  To  the  extent  permitted  by
   applicable  law,  Lessee  hereby authorizes Lessor to file any such financing
   statements without the signature of Lessee.

   (b) Lessee  will  qualify  to  do  business  and  remain  qualified  in  good
    standing,  in  each jurisdiction in which the Equipment is from time to time
    located.


   (c) Lessee  will  furnish  to  Lessor  as soon as available, but in any event
    not  later  than  90  days  after  the  end of each fiscal year of Lessee, a
    consolidated  balance  sheet  of  Lessee  as at the end of such fiscal year,
    and  consolidated  statements of income and changes in financial position of
    Lessee  for  such  fiscal  year,  all  in  reasonable  detail,  prepared  in
    accordance  with  generally  accepted  accounting  principles  applied  on a
    basis   consistently   maintained  throughout  the  period  involved.  These
    reports  will  not be disclosed to anyone other than the Lessor and/or Owner
    as provided in Section 21(b).

24. Notices.

    All notices, demands and other communications hereunder shall be in writing,
    and shall be deemed to

<PAGE>

have  been  given  or made when deposited in the United States mail, first class
postage  prepaid,  addressed  as  follows or to such other address as any of the
following  persons  may  from  time  to  time  designate in writing to the other
persons listed below:

Lessor: Telecommunications Finance Group
        400 Rinehart Road
        Lake Mary, Florida 32746

Lessee: Athena International, Ltd. Liability Co.
        dba Athena International, LLC
        910 15th Street, Suite 330
        Denver, CO 80202-2928

25. Conditions Precedent:
   (a)  Lessor shall  not be obligated to lease the items of Equipment described
        herein to Lessee hereunder unless:

      (i) Such  Uniform  Commercial Code financial statements covering Equipment
       proceeds  therefrom  and landlord and/or mortgagee waivers or disclaimers
       and/or  severance  agreements  with  respect  to  the  items of Equipment
       covered  by  this  Lease  as  Lessor shall deem necessary or desirable in
       order  to  perfect and protect its interests therein shall have been duly
       executed  and  filed,  at  Lessee's  expense,  in  such public offices as
       Lessor shall direct;

      (ii) All  representations  and warranties of Lessee contained herein or in
       any  document  or  certificate  furnished  Lessor  in connection herewith
       shall  be  true  and correct on and as of the date of this Lease with the
       same  force  and  effect  as  if made on and as of such date; no Event of
       Default  or  Default shall be in existence on such date or shall occur as
       a  result of the lease by Lessee of the Equipment specified in Schedule 1
       of Exhibit A;

      (iii) In  the  sole  judgment of Lessor, there shall have been no material
       adverse change in the financial condition of business or Lessee;

      (iv) All  proceedings  to  be  taken  in  connection with the transactions
       contemplated  by  this Lease; and all documents incidental thereto, shall
       be satisfactory in form and substance to Lessor and its counsel;

      (v) Lessor  shall  have  received  from  Lessee,  in  form  and  substance
       satisfactory  to it, such other documents and information as Lessor shall
       reasonably request;

      (vii) No  Change  in  Tax  Law, which in the sole judgment of Lessor would
       adversely  affect  Lessor's  Economics,  shall  have  occurred  or  shall
       appear, in Lessor's good faith judgment, to be imminent.

26. Software License.
    Reference  is  made  to  the form of DCO Software License Agreement attached
    hereto as Exhibit  B  (the ("License Document"). Lessor has arranged for the
    Equipment manufacturer   to  grant  Lessee  a license to use the Software as
    defined in the License Document in conjunction with  the  equipment   leased
    hereunder  in accordance with the


                                       7


<PAGE>


            Amendment to Lease Agreement dated July 25, 1994 between
                      Telecommunications Finance Group and
                    Athena International Ltd. Liability Co. ,
                      for a DCO-CS and Peripheral Equipment
                           located in Denver, Colorado

Section 24. Notices.

     This  section  and the notice  provision  of the related  Software  License
Agreement (Exhibit B) is amended to read as follows:

     Lessee: Athena International Ltd. Liability Co.
             dba Athena International, LLC
             910 15th Street,  335
             Denver, CO 80202-2928

Telecommunications Finance Group         Athena International Ltd. Liability Co.

BY: illegible                             BY:  /s/ Michael T. Landers
  ------------------------------            ------------------------------------

                                             Michael T. Landers  Exec. Director
  ------------------------------            ------------------------------------
  Authorized Representative of              (Name & Title)
  Telecommunications Finance Group

  Date Signed: 5/12/95                       Date Signed: 5/8/95
              ------------------                         -----------------------




<PAGE>



            AMENDMENT TO LEASE AGREEMENT DATED JULY 25, 1994 BETWEEN
                  TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
                    ATHENA INTERNATIONAL, LTD. LIABILITY CO.
                     DBA ATHENA INTERNATIONAL, LLC (LESSEE)
               FOR A USED DCO-CS TO BE LOCATED IN DENVER, COLORADO

                  "Reference  Rate"  shall  mean the rate of  interest  publicly
                  announced by Citibank, N.A. in New York, New York from time to
                  time as its prime rate.

                  The  reference  rate is not  intended to be the lowest rate of
                  interest   charged  by  Citibank,   N.A.  in  connection  with
                  extensions of credit to debtors.  The Reference  Rate shall be
                  determined  at the close of  business  on the 15th day of each
                  calendar month (if the 15th day is not a Business Day, then on
                  the first preceding  Business Day) and shall become  effective
                  as of the  first day of the  calendar  month  succeeding  such
                  determination  and shall continue in effect to, and including,
                  the last day of said calendar month.

TELECOMMUNICATIONS FINANCE GROUP                   ATHENA INTERNATIONAL, LTD.
                                                   LIABILITY CO. DBA ATHENA
                                                   INTERNATIONAL, LLC


BY:                                                BY:
  -------------------------------                     --------------------------

  -------------------------------                     --------------------------
   AUTHORIZED REPRESENTATIVE OF                              (NAME & TITLE)
  TELECOMMUNICATIONS FINANCE GROUP


DATE SIGNED: 12/17/94                              DATE SIGNED: 10/18/94
            ---------------------                              -----------------

<PAGE>


                                   SCHEDULE B

            AMENDMENT TO LEASE AGREEMENT DATED JULY 25, 1994 BETWEEN
                  TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
                    ATHENA INTERNATIONAL, LTD. LIABILITY CO.
                     DBA ATHENA INTERNATIONAL, LLC (LESSEE)
               FOR A USED DCO-CS TO BE LOCATED IN DENVER, COLORADO

A DEPOSIT EQUAL TO 5% OF LESSOR'S VALUE IS REQUIRED BY LESSOR PRIOR TO SHIPMENT,
WHICH WILL BE APPLIED FIRST TO THE FIRST INSTALLMENT OF LEASE RENT,  SECONDLY TO
THE  THIRTEENTH  INSTALLMENT  AND ANY  REMAINING  BALANCE WILL BE APPLIED TO THE
FINAL INSTALLMENT.

IN THE EVENT OF EARLY  TERMINATION  OF THE LEASE DUE TO DEFAULT  BY LESSEE,  ANY
UNAPPLIED  PORTION OF THE 5% DEPOSIT IS  NON-REFUNDABLE  AND WILL BE RETAINED BY
LESSOR.

IN THE EVENT LESSEE HAS MORE THAN ONE LEASE WITH LESSOR, AN EVENT OF DEFAULT FOR
ONE LEASE  WILL,  IN ITSELF,  BE AN EVENT OF DEFAULT ON ALL OTHER  LEASES IN THE
NAME OF THE LESSEE.


TELECOMMUNICATIONS FINANCE GROUP                ATHENA INTERNATIONAL, LTD.
                                                LIABILITY CO. DBA ATHENA
                                                INTERNATIONAL, LLC


BY:   CC Calloway                               BY: /s/ Michael T. Landers
   -----------------------------                   ---------------------------

                                                   Michael T. Landers, Managing
   -----------------------------                   ---------------------------
   AUTHORIZED REPRESENTATIVE OF                           (NAME & TITLE)
   TELECOMMUNICATIONS FINANCE GROUP


   DATE SIGNED:    12/17/94                     DATE SIGNED:  10/18/94
               ------------------                           ------------------


<PAGE>


                                   SCHEDULE C

            AMENDMENT TO LEASE AGREEMENT DATED JULY 25, 1994 BETWEEN
                  TELECOMMUNICATIONS FINANCE GROUP (LESSOR) AND
                    ATHENA INTERNATIONAL, LTD. LIABILITY CO.
                     DBA ATHENA INTERNATIONAL, LLC (LESSEE)
               FOR A USED DCO-CS TO BE LOCATED IN DENVER, COLORADO


LESSEE AFFIRMS TO THE FOLLOWING:

ALL THIRD PARTY  VENDOR  EQUIPMENT TO BE ADDED TO THE LEASE MUST BE PURCHASED OR
APPROVED BY THE SIEMENS STROMBERG-CARLSON  PURCHASING DEPARTMENT. THE CUMULATIVE
TOTAL OF THIRD PARTY  VENDOR  EQUIPMENT  WHICH MAY BE ADDED TO THE LEASE  CANNOT
EXCEED 20% OF THE VALUE OF THE EQUIPMENT PROVIDED BY SIEMENS STROMBERG-CARLSON.

SUBJECT TO THE 20% CAP, THE ONLY THIRD PARTY VENDOR EQUIPMENT WHICH MAY BE ADDED
TO A LEASE ARE APPROVED BILLING EQUIPMENT AND SYSTEMS AND OAS (OPERATOR ASSISTED
SYSTEM)  EQUIPMENT  AND  SYSTEMS.  OTHER  ITEMS  MAY BE  ADDED  IF  THE  SIEMENS
STROMBERG-CARLSON OCC SENIOR PROGRAM MANAGER CONFIRMS THAT IT IS NECESSARY AS AN
ADDITION TO ONE OF THE APPROVED SYSTEMS.

A DEPOSIT EQUAL TO 5% OF THE THIRD PARTY VENDOR  EQUIPMENT  (WHICH IS SUBJECT TO
THE 20% CAP ABOVE) IS  REQUIRED BY LESSOR  PRIOR TO ISSUING A PURCHASE  ORDER TO
THE  THIRD  PARTY  VENDOR.  THIS  DEPOSIT  WILL BE  APPLIED  FIRST TO THE  FIRST
INSTALLMENT  OF LEASE  RENT,  SECONDLY  TO THE  THIRTEENTH  INSTALLMENT  AND ANY
REMAINING  BALANCE  WILL BE  APPLIED  TO THE  FINAL  INSTALLMENT.  IF THE  FIRST
INSTALLMENT HAS PASSED, THIS DEPOSIT WILL BE APPLIED TO THE THIRTEENTH AND FINAL
INSTALLMENT.  IF THE FIRST AND THIRTEENTH  INSTALLMENT HAVE PASSED, THIS DEPOSIT
WILL BE APPLIED TO THE FINAL INSTALLMENT.

IN THE EVENT OF EARLY  TERMINATION  OF THE LEASE DUE TO DEFAULT  BY LESSEE,  ANY
UNAPPLIED  PORTION OF THE 5% DEPOSIT IS  NON-REFUNDABLE  AND WILL BE RETAINED BY
LESSOR.

A 10% FEE WILL BE ADDED TO THE PRICE OF ALL THIRD PARTY VENDOR  EQUIPMENT.  THIS
EQUIPMENT  WILL  BE  ADDED  TO THE  LEASE  AT THE  THEN  CURRENT  LEASE  RATE AS
DETERMINED BY LESSOR.


TELECOMMUNICATIONS FINANCE GROUP                 ATHENA INTERNATIONAL, LTD.
                                                 LIABILITY CO. DBA ATHENA
                                                 INTERNATIONAL, LLC


BY:   CC Calloway                                BY:   Michael T. Landers
   -----------------------------                    ---------------------------

                                                       Executive Director
   -----------------------------                    ---------------------------
   AUTHORIZED REPRESENTATIVE OF                           (NAME & TITLE)
   TELECOMMUNICATIONS FINANCE GROUP


DATE SIGNED:  12/17/94                           DATE SIGNED: NOV. 22, 1994
            --------------------                             ------------------

<PAGE>


               AMENDMENT TO LEASE AGREEMENT DATED 07/25/94 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                      FOR EQUIPMENT INSTALLED IN DENVER, CO

Section 24. Notices

     This  section  and the notice  provision  of the related  Software  License
Agreement (Exhibit B) is amended to read as follows:


           Lessee:           ATHENA INTERNATIONAL LTD. LIABILITY CO.
                             701 Poydras Street
                             675 One Shell Square
                             New Orleans, LA 70139


TELECOMMUNICATIONS FINANCE GROUP        ATHENA INTERNATIONAL LTD. LIABILITY CO.


BY: C.C. Calloway                        BY:  illegible
  ------------------------------           ----------------------------------

                                                   Michael T. Landers
  ------------------------------           ----------------------------------
     Authorized Representative                        (Name &.Title)

Date Signed:   10/9/95                     Date Signed: October 2,1995
           ---------------------                       ----------------------


<PAGE>


COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      V
DATED:         February 25, 1997



0.01                           SCHEDULE A
                          STIPULATED LOSS VALUE

The  Stipulated  Loss Value of any item of Equipment as of any Rent payment Date
with respect of such item of Equipment  shall be determined by  multiplying  the
Lessor's  Value of such item of Equipment by the  percentage set forth below for
such  Rent  Payment  Date; provided  that,  any determination of Stipulated Loss
Value  as of a date occurring after the final Rent Payment Date  with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
<TABLE>
<CAPTION>
             After Rent
            Payment Number                          Percentage
            --------------                          ----------
            <S>                                     <C>
                  0                                   105.0000
                  1                                   103.2023
                  2                                   101.3797
                  3                                    99.5321
                  4                                    97.6591
                  5                                    95.7605
                  6                                    93.8360
                  7                                    91.8855
                  8                                    89.9086
                  9                                    87.9050
                 10                                    85.8746
                 11                                    83.8170
                 12                                    81.7320
                 13                                    79.6192
                 14                                    77.4785
                 15                                    75.3094
                 16                                    73.1119
                 17                                    70.8855
                 18                                    68.6299
                 19                                    66.3450
                 20                                    64.0303
                 21                                    61.6856
                 22                                    59.3106
                 23                                    56.9050
                 24                                    54.4685
                 25                                    51.1674
                 26                                    47.8348
                 27                                    44.4703
                 28                                    41.0737
                 29                                    37.6445
                 30                                    34.1826
                 31                                    30.6875
                 32                                    27.1589
                 33                                    23.5965
                 34                                    20.0000
</TABLE>


<PAGE>


                    ATHENA INTERNATIONAL, LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
                             SITE: DENVER, COLORADO
                         SCHEDULE A - ORIGINAL LEASE VALUE
                              STIPULATED LOSS VALUE

The  Stipulated  Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment  shall be determined by  multiplying  the
Lessor's  Value of such item of Equipment by the  percentage set forth below for
such Rent Payment Date;  provided that,  any  determination  of Stipulated  Loss
Value as of a date occurring the final Rent Payment Date with respect equipment,
shall be made as of such final Rent Payment Date.

<TABLE>
<CAPTION>
             After Rent
            Payment Number                          Percentage
            --------------                          ----------
            <S>                                     <C>
                    0                            105.0000
                    1                            104.1089
                    2                            103.2055
                    3                            102.2898
                    4                            101.3616
                    5                            100.4208
                    6                             99.4672
                    7                             98.5008
                    8                             97.5214
                    9                             96.5288
                   10                             95.5230
                   11                             94.5038
                   12                             93.4710
                   13                             92.4247
                   14                             91.3644
                   15                             90.2903
                   16                             89.2021
                   17                             88.0997
                   18                             86.9829
                   19                             85.8517
                   20                             84.7057
                   21                             83.5450
                   22                             82.3694
                   23                             81.1786
                   24                             79.9726
                   25                             78.7512
                   26                             77.5143
                   27                             76.2617
                   28                             74.9932
                   29                             73.7087
                   30                             72.4080
                   31                             71.0910
                   32                             69.7574
                   33                             68.4073
                   34                             67.0402
                   35                             65.6562
                   36                             64.2550
                   37                             62.8364
                   38                             61.4003
                   39                             59.9466
                   40                             58.4749
                   41                             56.9852
                   42                             55.4773
                   43                             53.9510
                   44                             52.4061
                   45                             50.8424
                   46                             49.2597
                   47                             47.6578
                   48                             46.0366
                   49                             43.9792
                   50                             41.9021
                   51                             39.8050
                   52                             37.6878
                   53                             35.5502
                   54                             33.3921
                   55                             31.2133
                   56                             29.0134
                   57                             26.7925
                   58                             24.5501
                   59                             22.2862
                   60                             2O.0000
</TABLE>


<PAGE>



                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
                             SITE: DENVER, COLORADO
                             SCHEDULE A- ADDITION I
                              STIPULATED LOSS VALUE

     The  Stipulated  Loss Value of any item of Equipment as of any Rent Payment
     Date  with  respect  of such  item of  Equipment  shall  be  determined  by
     multiplying  the Lessor's Value of such item of Equipment by the percentage
     set forth below for such Rent Payment of a date  occurring  after the final
     Rent Payment Date with respect to such item of equipment,  shall be made as
     of such final Rent Payment Date.

<TABLE>
<CAPTION>
            After Rent
            Payment Number                                     Percentage
            --------------                                     ----------
<S>                                                             <C>
                    0                                           105.0000
                    1                                           103.9866
                    2                                           102.9597
                    3                                           101.9193
                    4                                           100.8653
                    5                                            99.7974
                    6                                            98.7155
                    7                                            97.6196
                    8                                            96.5094
                    9                                            95.3849
                   10                                            94.2459
                   11                                            93.0921
                   12                                            91.9236
                   13                                            90.7401
                   14                                            89.5415
                   15                                            88.3277
                   16                                            87.0984
                   17                                            85.8535
                   18                                            84.5930
                   19                                            83.3166
                   20                                            82.0241
                   21                                            80.7154
                   22                                            79.3904
                   23                                            78.0488
                   24                                            76.6905
                   25                                            75.3154
                   26                                            73.9233
                   27                                            72.5140
                   28                                            71.0873
                   29                                            69.6431
                   30                                            68.1811
                   31                                            66.7013
                   32                                            65.2034
                   33                                            63.6872
                   34                                            62.1526
                   35                                            60.5994
                   36                                            59.0273
                   37                                            57.4363
                   38                                            55.8261
                   39                                            54.1965
                   40                                            52.5474
                   41                                            50.8785
                   42                                            49.1896
                   43                                            47.4805
                   44                                            45.7511
                   45                                            44.0012
                   46                                            42.2304
                   47                                            40.4387
                   48                                            38.6258
                   49                                            36.3748
                   50                                            34.1022
                   51                                            31.8077
                   52                                            29.4912
                   53                                            27.1525
                   54                                            24.7912
                   55                                            22.4072
                   56                                            20.0000
</TABLE>


<PAGE>



                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
                             SITE: DENVER, COLORADO
                             ADDITION II - 07/23/96
                                   SCHEDULE A
                              STIPULATED LOSS VALUE

The  Stipulated  Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment  shall be determined by  multiplying  the
Lessor's  Value of such item of Equipment by the  percentage set forth below for
such Rent Payment Date;  provided that,  any  determination  of Stipulated  Loss
Value as of a date  occurring  after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.

<TABLE>
<CAPTION>
     After Rent
   Payment Number                                  Percentage
   --------------                                  ---------
<S>                                                <C>
            0                                       105.0000
            1                                       103.4485
            2                                       101.8772
            3                                       100.2858
            4                                        98.6741
            5                                        97.0420
            6                                        95.3893
            7                                        93.7157
            8                                        92.0210
            9                                        90.3050
           10                                        88.5675
           11                                        86.8083
           12                                        85.0272
           13                                        83.2240
           14                                        81.3983
           15                                        79.5501
           16                                        77.6791
           17                                        75.7850
           18                                        73.8677
           19                                        71.9268
           20                                        69.9622
           21                                        67.9736
           22                                        65.9608
           23                                        63.9235
           24                                        61.8615
           25                                        59.7745
           26                                        57.6624
           27                                        55.5248
           28                                        53.3615
           29                                        51.1722
           30                                        48.9567
           31                                        46.7146
           32                                        44.4459
           33                                        42.1501
           34                                        39.8270
           35                                        37.4764
           36                                        35.0979
           37                                        32.1357
           38                                        29.1451
           39                                        26.1259
           40                                        23.0776
           41                                        20.0000
</TABLE>


<PAGE>



                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA'ATHENA INTERNATIONAL, LLC
                             SITE: 'DENVER, COLORADO
                             ADDITION III - 12/02/96
                                   SCHEDULE A

The Loss Value of any item of Equipment as of any Rent Payment Date with respect
of such item of Equipment  shall be determined by multiplying the Lessor's Value
of such item of  Equipment  by the  percentage,  set  forth  below for such Rent
Payment Date;  provided that, any determination of Stipulated Loss Value as of a
date  occurring  after the final Rent  Payment Date with respect to such item of
equipment, shall be made as of such final Rent Payment Date.

<TABLE>
<CAPTION>
     After Rent
   Payment Number                                  Percentage
   --------------                                  ---------
<S>                                                <C>
            0                                       105.0000
            1                                       103.1736
            2                                       101.3248
            3                                        99.4532
            4                                        97.5588
            5                                        95.6412
            6                                        93.7002
            7                                        91.7356
            8                                        89.7471
            9                                        87.7346
           10                                        85.6977
           11                                        83.6363
           12                                        81.5500
           13                                        79.4387
           14                                        77.3020
           15                                        75.1398
           16                                        72.9518
           17                                        70.7376
           18                                        68.4972
           19                                        66.2301
           20                                        63.9361
           21                                        61.6150
           22                                        59.2665
           23                                        56.8903
           24                                        54.4861
           25                                        52.0537
           26                                        49.5928
           27                                        47.1030
           28                                        44.5842
           29                                        42.0359
           30                                        39.4580
           31                                        36.8500
           32                                        34.2118
           33                                        31.5430
           34                                        28.8433
           35                                        26.1124
           36                                        23.3500
           37                                        20.0000
</TABLE>

<PAGE>

                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
                             SITE: DENVER, COLORADO
                             ADDITION IV - 01/13/97
                                   SCHEDULE A
                             STIPULATED LOSS VALUE

Stipulated  Loss Value of any item of Equipment as of any Rent Payment Date with
respect  of such  item of  Equipment  shall be  determined  by  multiplying  the
Lessor's  Value of such item of Equipment by the  percentage set forth below for
such Rent Payment Date; provided that that, any determination of Stipulated Loss
Value as equipment, shall be made as of such final Rent Payment Date.

<TABLE>
<CAPTION>
                   After Rent
                 Payment Number                                Percentage
                 --------------                                ----------
                <S>                                            <C>
                      0                                         105.0000
                      1                                         103.0952
                      2                                         101.1673
                      3                                          99.2158
                      4                                          97.2407
                      5                                          95.2417
                      6                                          93.2185
                      7                                          91.1710
                      8                                          89.0987
                      9                                          87.0016
                     10                                          84.8794
                     11                                          82.7317
                     12                                          80.5585
                     13                                          78.3593
                     14                                          76.1340
                     15                                          73.8822
                     16                                          71.6038
                     17                                          69.2984
                     18                                          66.9657
                     19                                          64.6056
                     20                                          62.2178
                     21                                          59.8018
                     22                                          57.3576
                     23                                          54.8848
                     24                                          52.3830
                     25                                          49.8521
                     26                                          47.2916
                     27                                          44.7015
                     28                                          42.0812
                     29                                          39.4306
                     30                                          36.7493
                     31                                          34.0370
                     32                                          31.2935
                     33                                          28.5183
                     34                                          25.7112
                     35                                          22.8719
                     36                                          20.0000
</TABLE>


<PAGE>


                  COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO.
                         DBA ATHENA INTERNATIONAL, LLC
                        SITE LOCATION: DENVER, COLORADO
                                  ADDITION: V
                            DATED: February 25, 1997
0.01                              SCHEDULE A
                             STIPULATED LOSS VALUE

The  Stipulated  Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment  shall be determined by  multiplying  the
Lessor's  Value of such item of Equipment by the  percentage set forth below for
such Rent Payment Date;  provided that,  any  determination  of Stipulated  Loss
Value as of a date  occurring  after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.

<TABLE>
<CAPTION>
                  After Rent
                 Payment Number                                Percentage
                  --------------                               ----------
                 <S>                                        <C>
                      0                                         105.0000
                      1                                         103.2023
                      2                                         101.3797
                      3                                          99.5321
                      4                                          97.6591
                      5                                          95.7605
                      6                                          93.8360
                      7                                          91.8855
                      8                                          89.9086
                      9                                          87.9050
                     10                                          85.8746
                     11                                          83.8170
                     12                                          81.7320
                     13                                          79.6192
                     14                                          77.4785
                     15                                          75.3094
                     16                                          73.1119
                     17                                          70.8855
                     18                                          68.6299
                     19                                          66.3450
                     20                                          64.0303
                     21                                          61.6856
                     22                                          59.3106
                     23                                          56.9050
                     24                                          54.4685
                     25                                          51.1674
                     26                                          47.8348
                     27                                          44.4703
                     28                                          41.0737
                     29                                          37.6445
                     30                                          34.1826
                     31                                          30.6875
                     32                                          27.1589
                     33                                          23.5965
                     34                                          20.0000
</TABLE>


<PAGE>


                              ATHENA INTERNATIONAL
                                SITE: DENVER, CO
                              ADDITION VI 03/25/97
0.009166                            SCHEDULE A
                               STIPULATED LOSS VALUE

     The  Stipulated  Loss Value of any item of Equipment as of any Rent Payment
Date with respect of such item of Equipment  shall be determined by  multiplying
the Lessor's  Value of such item of Equipment by the  percentage set forth below
for such Rent Payment Date;  provided that, any determination of Stipulated Loss
Value as of a date  occurring  after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.

<TABLE>
<CAPTION>
                  After Rent
                 Payment Number                                Percentage
                 --------------                                ----------
                 <S>                                        <C>
                       0                                        105.0000
                       1                                        103.0730
'                      2                                        101.1221
                       3                                         99.1471
                       4                                         97.1477
                       5                                         95.1237
                       6                                         93.0750
                       7                                         91.0012
                       8                                         88.9021
                       9                                         86.7775
                      10                                         84.6273
                      11                                         82.4510
                      12                                         80.2486
                      13                                         78.0197
                      14                                         75.7642
                      15                                         73.4817
                      16                                         71.1721
                      17                                         68.8350
                      18                                         66.4702
                      19                                         64.0776
                      20                                         61.6567
                      21                                         59.2074
                      22                                         56.7294
                      23                                         54.2224
                      24                                         51.6862
                      25                                         48.2872
                      26                                         44.8584
                      27                                         41.3996
                      28                                         37.9104
                      29                                         34.3907
                      30                                         30.8401
                      31                                         27.2583
                      32                                         23.6450
                      33                                         20.0000
</TABLE>
<PAGE>



                               ATHENA INTERNATIONAL, LLC
                                SITE: DENVER, COLORADO
                               ADDITION VII - 05/07/97
0.009166                            SCHEDULE A
                                STIPULATED LOSS VALUE

Stipulated  Loss Value of any item of Equipment as of any Rent Payment Date with
respect  of such item of  Equipment  shall be  determined  by  multiplying  the
Lessor's  Value of such item of Equipment by the  percentage set forth below for
such Rent Payment Date;  provided that,  any  determination  of Stipulated  Loss
Value as of a date  occurring  after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.

<TABLE>
<CAPTION>
                   After Rent
                 Payment Number                               Percentage
                 --------------                               ----------
                 <S>                                        <C>
                      0                                         105.0000
                      1                                         102.9738
                      2                                         100.9229
                      3                                          98.8470
                      4                                          96.7458
                      5                                          94.6191
                      6                                          92.4668
                      7                                          90.2885
                      8                                          88.0840
                      9                                          85.8532
                     10                                          83.5956
                     11                                          81.3112
                     12                                          78.9996
                     13                                          76.6606
                     14                                          74.2940
                     15                                          71.8995
                     16                                          69.4768
                     17                                          67.0257
                     18                                          64.5459
                     19                                          62.0372
                     20                                          59.4993
                     21                                          56.9320
                     22                                          54.3348
                     23                                          51.7077
                     24                                          49.0503
                     25                                          45.5289
                     26                                          41.9768
                     27                                          38.3935
                     28                                          34.7788
                     29                                          31.1323
                     30                                          27.4539
                     31                                          23.7432
                     32                                          20.0000

</TABLE>
<PAGE>



                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
                             SITE: DENVER, COLORADO
                            ADDITION VIII- 06/04/97
 0.009166                        SCHEDULE A
                            STIPULATED LOSS VALUE

     Stipulated  Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment  shall be determined by  multiplying  the
Lessor's  Value of such item of Equipment by the  percentage set forth below for
such Rent Payment Date;  provided that,  any  determination  of Stipulated  Loss
Value as of a date  occurring  after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.
<TABLE>
<CAPTION>

                   After Rent
                 Payment Number                               Percentage
                 --------------                               ----------
                        <S>                                     <C>
                         0                                      105.0000
                         1                                      102.8682
                         2                                      100.7108
                         3                                       98.5274
                         4                                       96.3178
                         5                                       94.0818
                         6                                       91.8191
                         7                                       89.5296
                         8                                       87.2129
                         9                                       84.8688
                        10                                       82.4970
                        11                                       80.0974
                        12                                       77.6696
                        13                                       75.2133
                        14                                       72.7284
                        15                                       70.2146
                        16                                       67.6715
                        17                                       65.0990
                        18                                       62.4968
                        19                                       59.8645
                        20                                       57.2019
                        21                                       54.5088
                        22                                       51.7848
                        23                                       49.0297
                        24                                       46.2432
                        25                                       42.5917
                        26                                       38.9081
                        27                                       35.1923
                        28                                       31.4438
                        29                                       27.6625
                        30                                       23.8481
                        31                                       20.0000

</TABLE>
<PAGE>
                   ATHENA INTERNRNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
                             SITE: DENVER. COLORADO
                             ADDITION IX-09/03/97
 0. 009166                         SCHEDULE A
                              STIPULATED LOSS VALUE

The  Stipulated  Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment  shall be determined by  multiplying  the
Lessor's  Value of such item of Equipment by the  percentage set forth below for
such Rent Payment Date;  provided that,  any  determination  of Stipulated  Loss
Value as of a date  occurring  after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.

<TABLE>
<CAPTION>

                   After Rent
                 Payment Number                               Percentage
                 --------------                               ----------
                        <S>                                     <C>
                             4                                   94.8491
                             5                                   92.2378
                             6                                   89.5967
                             7                                   86.9253
                             8                                   84.2234
                             9                                   81.4908
                            10                                   78.7271
                            11                                   75.9321
                            12                                   73.1054
                            13                                   70.2469
                            14                                   67.3561
                            15                                   64.4328
                            16                                   61.4768
                            17                                   58.4876
                            18                                   55.4650
                            19                                   52.4087
                            20                                   49.3184
                            21                                   46.1938
                            22                                   43.0345
                            23                                   39.8403
                            24                                   36.6108
                            25                                   32.5123
                            26                                   28.3780
                            27                                   24.2073
                            28                                   20.0000

</TABLE>
<PAGE>

                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                        DBA ATHENA INTERNATIONAL, LLC ,.
                             SITE: DENVER, COLORADO
                                 LEASE PAYMENTS
             ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
               Athena International Ltd. Liability Co. dba Athena
                               International, LLC
<TABLE>
<S>                                                                         <C>                          <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
      ORIGINAL VALUE OF EQUIPMENT                                           $314,252.00
      RATE FACTOR PER $1,000                                                $21.993
         ORIGINAL MONTHLY LEASE PAYMENT                                                                 $ 6,911.34

EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION I                                                            $181,250.64
      RATE FACTOR PER $1,000                                                $23.408
      ADDITION I MONTHLY LEASE PAYMENT                                      $ 4,242.71
         TOTAL MONTHLY LEASE PAYMENT                                                                    $11,154.05

EFFECTIVE SEPTEMBER l, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION II                                                           $164,516.10
      RATE FACTOR PER $1,000                                                $29.610
      ADDITION II MONTHLY LEASE PAYMENT                                     $ 4,871.32
         TOTAL MONTHLY LEASE PAYMENT                                                                    $16,025.37

EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION III                                                          $264,356.65
      RATE FACTOR PER $1,000                                                $32.229
      ADDITION III MONTHLY LEASE PAYMENT                                    $ 8,519.95
         TOTAL MONTHLY LEASE PAYMENT                                                                    $24,545.32

EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION IV                                                           $ 68,015.31
      RATE FACTOR PER $1,000                                                $32.976
      ADDITION IV MONTHLY LEASE PAYMENT                                     $ 2,242.87
         TOTAL MONTHLY LEASE PAYMENT                                                                    $26,788. 19

EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING.)
      ADDITION V                                                            $ 63,595.58
      RATE FACTOR PER $1,000                                                $34.603
      ADDITION V MONTHLY LEASE PAYMENT                                      $ 2,200.60
         TOTAL MONTHLY LEASE PAYMENT                                                                    $28,988.79

EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION VI                                                           $ 87,896.85
      RATE FACTOR PER $1,000                                                $35.020
      ADDITION VI MONTHLY LEASE PAYMENT                                     $ 3,078.15
         TOTAL MONTHLY LEASE PAYMENT                                                                    $32,066.94

</TABLE>
<PAGE>

                    ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
                           SITE: DENVER, COLORADO
                          LEASE PAYMENTS (CONTINUED)
<TABLE>
<S>                                                                         <C>                         <C>
  EFFECTIVE JUNE l, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION VII                                                        $89,193.68
        RATE FACTOR PER $1,000                                              $35.965
        ADDITION VII MONTHLY LEASE PAYMENT                                  $3,207.85
           TOTAL MONTHLY LEASE PAYMENT                                                                  $35,274.79

  EFFECTIVE JULY l, 1997 (31 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION VIII                                                       $58,013.66
        RATE FACTOR PER $1,000                                              $36.971
        ADDITION VIII MONTHLY LEASE PAYMENT                                 $2,144.82
           TOTAL MONTHLY LEASE PAYMENT                                                                  $37,419.61

  EFFECTIVE OCTOBER 1, 1997 (28 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION IX                                                         $93,500.00
        RATE FACTOR PER $1,000                                              $40.423
        ADDITION IX MONTHLY LEASE PAYMENT                                   $3,779.55
           TOTAL MONTHLY LEASE PAYMENT                                                                  $41,199.16

  EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 74  MONTHS
  EFFECTIVE JANUARY 1, 1998 (39 MONTHLY LEASE PAYMENTS REMAINING)

      ADDITION X                                                            $220,193.11
      LEASE PAYMENTS ARE AS FOLLOWS:
      01/01/98- 03/01/98             $ -0-
      04/01/98- 03/01/2001           $37,258.01

  TOTAL VALUE OF EQUIPMENT                                                $1,604.783.58

SUMMARY OF TOTAL LEASE PAYMENTS:
 4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $ 167,310.75
 4 @ $16,025.37 = $  64,101.48
 1 @ $24,545.32 = $  24,545.32
 2 @ $26,788.19 = $  53,576.38
 1 @ $28,988.79 = $  28,988.79
 1 @ $32,066.94 = $  32,066.94
 1 @ $35,274.79 = $  35,274.79
 3 @ $37,419.61 = $ 112,258.83
 3 @ $41,199.16 = $ 123,597.48
 3 @ $ -0-      = $ -0-
36 @ $37,258.01 = $1,341,288.36
                  -------------
60                $2,010,654.48

                                            ACCEPTED BY:
                                                        ----------------

                                                   DATE: March 7, 1998
                                                        ----------------
</TABLE>
<PAGE>

                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
                            SITE: Denver, Colorado
                                LEASE PAYMENTS:
             ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
               Athena International Ltd. Liability Co. dba Athena
                               International, LLC

<TABLE>
<S>                                                                         <C>                               <C>
     EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
         ORIGINAL VALUE OF EQUIPMENT                                        $314,252.00
         RATE FACTOR PER $1,000                                             $21.993
             ORIGINAL MONTHLY LEASE PAYMENT                                                                   $ 6,911.34

     EFFECTIVE ]UNE 1, l995 (56 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION I                                                          $181,250.64
        RATE FACTOR PER $1,000                                              $23.408
        ADDITION I MONTHLY LEASE PAYMENT                                    $  4,242.71
             TOTAL MONTHLY LEASE PAYMENT                                                                      $11,154.05

     EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION II                                                         $164,516.10
        RATE FACTOR PER $1,000                                              $29.610
        ADDITION II MONTHLY LEASE PAYMENT                                   $ 4,871.32
             TOTAL MONTHLY LEASE PAYMENT                                                                      $16,025.37

     EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION III                                                        $264,356.65
        RATE FACTOR PER $1,000                                              $32.229
        ADDITION III MONTHLY LEASE PAYMENT                                  $ 8,519.95
             TOTAL MONTHLY LEASE PAYMENT                                                                      $24,545.32

     EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION IV                                                         $ 68,015.31
        RATE FACTOR PER $1,000                                              $32.976
        ADDITION IV MONTHLY LEASE PAYMENT                                   $  2,242.87
             TOTAL MONTHLY LEASE PAYMENT                                                                      $26,788.19

     EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION V                                                          $ 63,595.58
        RATE FACTOR PER $1,000                                              $34.603
        ADDITION V MONTHLY LEASE PAYMENT                                    $  2,200.60
             TOTAL MONTHLY LEASE PAYMENT                                                                      $28,988.79

     EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION VI                                                         $ 87,896.85
        RATE FACTOR PER $1,000                                              $35.020
        ADDITION VI MONTHLY LEASE PAYMENT                                   $ 3,078.15
             TOTAL MONTHLY LEASE PAYMENT                                                                      $32,066.94

</TABLE>
<PAGE>



                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
                             SITE: DENVER, COLORADO
                          LEASE PAYMENTS {CONTINUED)


<TABLE>
<S>                                                                         <C>                               <C>
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION VII                                                          $ 89,193.68
      RATE FACTOR PER $1,000                                                $35.965
      ADDITION VII MONTHLY LEASE PAYMENT                                    $ 3,207.85

           TOTAL MONTHLY LEASE PAYMENT                                                                        $35,274.79
EFFECTIVE JULY 1, 1997 (31 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION VIII                                                         $ 58,013.66
      RATE FACTOR PER $1,000                                                $36.971
      ADDITION VIII MONTHLY LEASE PAYMENT                                   $ 2,144.82

           TOTAL MONTHLY LEASE PAYMENT                                                                        $37,419.61

EFFECTIVE OCTOBER 1, 1997 (28 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION IX                                                           $ 93,500.00
      RATE FACTOR PER $1,000                                                $40.423
      ADDITION IX MONTHLY LEASE PAYMENT                                     $ 3,779.55

           TOTAL MONTHLY LEASE PAYMENT                                                                        $41,199.16

                 TOTAL VALUE OF EQUIPMENT                                  $1,384,590.47

SUMMARY OF TOTAL LEASE PAYMENTS:
 4 @ $ 6,911.34 = $ 27,645.36
15 @$11,154.05=$ 167,310.75
 4 @ $16,025.37 = $ 64,101.48
 1 @ $24,545.32 = $ 24,545.32
 2 @ $26,788.19 = $ 53,576.38
 1 @ $28,988.79 = $ 28,988.79
 1 @ $32,066.94 = $32,066.94
 1 @ $35,274.79 = $ 35,274.79
 3 @ $37,419.61 = $ 112,258.83
28 @ $41,199.16 = $1,153,576.48
60                $1,699,345.12


                                               ACCEPTED BY:
                                                           -------------
                                                      DATE: 9/8/97
                                                           -------------
</TABLE>
 <PAGE>

                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
                             SITE: Denver, Colorado
                                 LEASE PAYMENTS
             ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
               Athena International Ltd. Liability Co. dba Athena
                               International, LLC
<TABLE>
<S>                                                                         <C>                               <C>
EFFECTIVE FEBRUARY l, 1995 (60 MONTHLY LEASE PAYMENTS)
      ORIGINAL VALUE OF EQUIPMENT                                           $314,252.00
      RATE FACTOR PER $1,000                                                $21.993
         ORIGINAL MONTHLY LEASE PAYMENT                                                                       $ 6,911.34

EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION I                                                            $181,250.64
      RATE FACTOR PER $1,000                                                $23,408
      ADDITION I MONTHLY LEASE PAYMENT                                      $  4,242.71
         TOTAL MONTHLY LEASE PAYMENT                                                                          $11,154.05

EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION II                                                           $164,516.10
      RATE FACTOR PER $1,000                                                $29.610
      ADDITION II MONTHLY LEASE PAYMENT                                     $  4,871.32
         TOTAL MONTHLY LEASE PAYMENT                                                                          $16,025.37

EFFECTIVE JANUARY l, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION III                                                          $264,356.65
      RATE FACTOR PER $1,000                                                $32.229
      ADDITION III MONTHLY LEASE PAYMENT                                    $  8,519.95
         TOTAL MONTHLY LEASE PAYMENT                                                                          $24,545.32

EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION IV                                                           $ 68,015.31
      RATE FACTOR PER $1,000                                                $32.976
      ADDITION IV MONTHLY LEASE PAYMENT                                     $  2,242.87
         TOTAL MONTHLY LEASE PAYMENT                                                                          $26,788.19

EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION V                                                            $ 63,595.58
      RATE FACTOR PER $1,000                                                $34.603
      ADDITION V MONTHLY LEASE PAYMENT                                      $  2,200.60
         TOTAL MONTHLY LEASE PAYMENT                                                                          $28,988.79

EFFECTIVE MAY l, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION VI                                                           $ 87,896.85
      RATE FACTOR PER $1,000                                                $35.020
      ADDITION VI MONTHLY LEASE PAYMENT                                     $  3,078.15
         TOTAL MONTHLY LEASE PAYMENT                                                                          $32,066.94

</TABLE>
<PAGE>



                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
                             SITE: Denver, Colorado
                           LEASE PAYMENTS (CONTINUED)

<TABLE>
<S>                                                                         <C>                               <C>
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)

    ADDITION VII                                                            $ 89,193.68
    RATE FACTOR PER $1,000                                                  $35.965
    ADDITION VII MONTHLY LEASE PAYMENT                                      $  3,207.85

         TOTAL MONTHLY LEASE PAYMENT                                                                          $35,274.79
EFFECTIVE JULY 1,1997 (31 MONTHLY LEASE PAYMENTS REMAINING ).
    ADDITION VIII                                                           $ 58,013.66
    RATE FACTOR PER $1,000                                                  $36.971
    ADDITION VIII MONTHLY LEASE PAYMENT                                     $  2,144.82

         TOTAL MONTHLY LEASE PAYMENT                                                                          $37,419.61
TOTAL VALUE OF EQUIPMENT                                                   $1,291.090.47
SUMMARY OF TOTAL LEASE PAYMENTS:
 4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $167,310.75
 4 @ $16,025.37 = $ 64,101.48
 1 @ $24,545.32 = $ 24,545.32
 2 @ $26,788.19 = $ 53,576.38
 1 @ $28,988.79 = $ 28,988.79
 1 @ $32,066.94 = $ 32,066.94
 1 @ $35,274.79 = $ 35,274.79
31 @ $37,419.61 = $1,160,007.91
                  -------------
60                $1,593,517.72
                                              ACCEPTED BY:

                                                          -------------
</TABLE>

<PAGE>



                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
                             SITE: Denver, Colorado
                                 LEASE PAYMENTS
             ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
                            Athena International Ltd.
                            Liability Co. dba Athena
                               International, LLC
<TABLE>
<S>                                                                         <C>                               <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENT)
        ORIGINAL VALUE OF EQUIPMENT                                         $314,252.00
        RATE FACTOR PER $1,000                                              $21.993
           ORIGINAL MONTHLY LEASE PAYMENT                                                                     $ 6,911.34

EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION I                                                          $181,250.64
        RATE FACTOR PER $1,000                                              $23.408
        ADDITION I MONTHLY LEASE PAYMENT                                    $  4,242.71
           TOTAL MONTHLY LEASE PAYMENT                                                                        $11,154.05

EFFECTIVE SEPTEMBER  l, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION II                                                         $164,516.10
        RATE FACTOR PER $1,000                                              $29.610
        ADDITION II MONTHLY LEASE PAYMENT                                   $  4,871.32
           TOTAL MONTHLY LEASE PAYMENT                                                                        $16,025.37

EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION III                                                        $264,356.65
        RATE FACTOR PER $1,000                                              $32.229
        ADDITION III MONTHLY LEASE PAYMENT                                  $  8,519.95
           TOTAL MONTHLY LEASE PAYMENT                                                                        $24,545.32

EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION IV                                                         $ 68,015.31
        RATE FACTOR PER $1,000                                              $32.976
        ADDITION IV MONTHLY LEASE PAYMENT                                   $  2,242.87
           TOTAL MONTHLY LEASE PAYMENT                                                                        $26,788.19

EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION V                                                          $ 63,595.58
        RATE FACTOR PER $1,000                                              $34.603
        ADDITION V MONTHLY LEASE PAYMENT                                    $  2,200.60
           TOTAL MONTHLY LEASE PAYMENT                                                                        $28,988.79

EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION VI                                                         $ 87,896.85
        RATE FACTOR PER $1,000                                              $35.020
        ADDITION VI MONTHLY LEASE PAYMENT                                   $  3,078.15
           TOTAL MONTHLY LEASE PAYMENT                                                                        $32,066.94

</TABLE>
<PAGE>



                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
                             SITE: Denver, Colorado
                           LEASE PAYMENTS (CONTINUED)
<TABLE>
<S>                                                                         <C>                               <C>

    EFFECTIVE  JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)

        ADDITION VII                                                        $ 89,193.68
        RATE FACTOR PER $1,000                                              $35.965
        ADDITION VII MONTHLY LEASE PAYMENT                                  $ 3,207.85

             TOTAL MONTHLY LEASE PAYMENTS                                                                     $35,274.79
    TOTAL VALUE OF EQUIPMENT                                              $1,233.076.81
    SUMMARY OF TOTAL LEASE PAYMENTS:
     4 @ $ 6,911.34 = $   27,645.36
    15 @ $11,154.05 = $  167,310.75
     4 @ $16,025.37 = $   64,101.48
     1 @ $24,545.32 = $   24,545.32
     2 @ $26,788.19 = $   53,576.38
     1 @ $28,988.79 = $   28,988.79
     1 @ $32,066.94 = $   32,066.94
    32 @ $35,274.79 = $1,128,793,28
    60                $1,527,028.30

                                        ACCEPTED BY:
                                                     -------------------
                                               DATE:
                                                     -------------------
</TABLE>

 <PAGE>


                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
                             SITE: Denver, Colorado
                                 LEASE PAYMENTS
             ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
               Athena International Ltd. Liability Co. dba Athena
                               International, LLC


<TABLE>
<S>                                                                         <C>                               <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
      ORIGINAL VALUE OF EQUIPMENT                                           $314,252.00
      RATE FACTOR PER $1,000                                                $21.993
         ORIGINAL MONTHLY LEASE PAYMENT                                                                       $ 6,911.34
EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION I                                                            $181,250.64
      RATE FACTOR PER $1,000                                                $23.408
      ADDITION I MONTHLY LEASE PAYMENT                                      $ 4,242.71
         TOTAL MONTHLY LEASE PAYMENT                                                                          $11,154.O5
  EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
  ADDITION II                                                               $164,516.10
  RATE FACTOR PER $1,000                                                    $29.610
    ADDITION II MONTHLY LEASE PAYMENT                                       $  4,871.32
         TOTAL MONTHLY LEASE PAYMENT                                                                          $16,025.37
EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION III                                                          $264,356.65
      RATE FACTOR PER $1,000                                                $32.229
      ADDITION III MONTHLY LEASE PAYMENT                                    $  8,519.95
         TOTAL MONTHLY LEASE PAYMENT                                                                          $24,545.32
EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION IV                                                           $ 68,015.31
      RATE FACTOR PER $1,000                                                $32.976
      ADDITION IV MONTHLY LEASE PAYMENT                                     $  2,242.87
         TOTAL MONTHLY LEASE PAYMENT                                                                          $26,788.19
EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION V                                                            $ 63,595.58
      RATE FACTOR PER $1,000                                                $34.603
      ADDITION V MONTHLY LEASE PAYMENT                                      $  2,200.60
         TOTAL MONTHLY LEASE PAYMENT                                                                          $28,988.79
EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION VI                                                           $ 87,896.85
      RATE FACTOR PER $1,000                                                $35.020
      ADDITION VI MONTHLY LEASE PAYMENT                                     $  3,078.15
         TOTAL MONTHLY LEASE PAYMENT                                                                          $32,066.94

TOTAL VALUE OF EQUIPMENT                                                   $1,143,883.13

     SUMMARY OF TOTAL LEASE PAYMENTS:
 4 @ $ 6,911.34 = $   27,645.36
15 @ $11,154.05 = $  167,310.75
 4 @ $16,025.37 = $   64,101.48
 1 @ $24,545.32 = $   24,545.32
 2 @ $26,788.19 = $   53,576.38
 1 @ $28,988.79 = $   28,988.79
33 @ $32,066.94 = $1,058,209.02
                  -------------
60                $1,424,377.10
</TABLE>



                                            ACCEPTED BY:
                                                        ----------------
                                                   DATE: 3.31.97
                                                        ----------------


<PAGE>



                     Athena International Ltd. Liability Co.

                          dba Athena International, LLC
                             SITE: Denver, Colorado

                                 LEASE PAYMENTS
             ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
               Athena International Ltd. Liability Co. dba Athena
                               International, LLC
<TABLE>
<S>                                                                         <C>                               <C>

EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
     ORIGINAL VALUE OF EQUIPMENT                                            $314,252.00
     RATE FACTOR PER $1,000                                                 $21.993
        ORIGINAL MONTHLY LEASE PAYMENT                                                                        $ 6,911.34

EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
     ADDITION I                                                             $181,250.64
     RATE FACTOR PER $1,000                                                 $23.408
     ADDITION I MONTHLY LEASE PAYMENT                                       $  4,242.71
        TOTAL MONTHLY LEASE PAYMENT                                                                           $11,154.05

EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
     ADDITION II                                                            $164,516.10
     RATE FACTOR PER $1,000                                                 $29.610
     ADDITION II MONTHLY LEASE PAYMENT                                      $  4,871.32
        TOTAL MONTHLY LEASE PAYMENT                                                                           $16,025.37

EFFECTIVE JANUARY 1, 1997 {37 MONTHLY LEASE PAYMENTS REMAINING)
     ADDITION III                                                           $264,356.65
     RATE FACTOR PER S1,000                                                 $32.229
     ADDITION III MONTHLY LEASE PAYMENT                                     $  8,519.95
        TOTAL MONTHLY LEASE PAYMENT                                                                           $24,545.32

EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
     ADDITION IV                                                            $ 68,015.31
     RATE FACTOR PER $1,000                                                 $32.976
     ADDITION IV MONTHLY LEASE PAYMENT                                      $  2,242.87
        TOTAL MONTHLY LEASE PAYMENT                                                                           $26,788.19

 EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING),
     ADDITION V                                                             $ 63,595.58
     RATE FACTOR PER $1,000                                                 $34.603
     ADDITION V MONTHLY LEASE PAYMENT                                       $ 2,200.60
        TOTAL MONTHLY LEASE PAYMENT                                                                           $28,988.79

 TOTAL VALUE OF EQUIPMENT                                                  $1,055,986.28

 SUMMARY OF TOTAL LEASE PAYMENTS:
  4 @ $ 6,911.34 = $   27,645.36
 15 @ $11,154.05 = $  167,310.75
  4 @ $16,025.37 = $   64,101.48
  1 @ $24,545.32 = $   24,545.32
  2 @ $26,788.19 = $   53,576.38
 34 @ $28,988.79 = $  985,618.86
                   -------------
60                $1,322,798.15
                                             ACCEPTED BY:
                                                        ----------------
                                                   DATE: 2.26.97
                                                        ----------------
</TABLE>



<PAGE>



                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC

                             SITE: Denver, Colorado

                                 LEASE PAYMENTS
             ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
               Athena International Ltd. Liability Co. dba Athena
                               International, LLC
<TABLE>
<S>                                                                         <C>                               <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
      ORIGINAL VALUE OF EQUIPMENT                                           $314,252.00
      RATE FACTOR PER $1,000                                                $21.993
         ORIGINAL MONTHLY LEASE PAYMENT                                                                       $ 6,911.34

EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION I                                                            $181,250.64
      RATE FACTOR PER $ 1,000                                               $23.408
      ADDITION I MONTHLY LEASE PAYMENT                                      $  4,242.71
         TOTAL MONTHLY LEASE PAYMENT                                                                          $11,154.05

EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION II                                                           $164,516.10
      RATE FACTOR PER $1,000                                                $29.610
      ADDITION II MONTHLY LEASE PAYMENT                                     $  4,871.32
         TOTAL MONTHLY LEASE PAYMENT                                                                          $16,025.37

EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION III                                                          $264,356.65
      RATE FACTOR PER $1,000                                                $32.229
      ADDITION III MONTHLY LEASE PAYMENT                                    $  8,519.95
         TOTAL MONTHLY LEASE PAYMENT                                                                          $24,545.32

EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION IV                                                           $ 68,015.31
      RATE FACTOR PER $1,000                                                $32.976
      ADDITION IV MONTHLY LEASE PAYMENT                                     $  2,242.87
         TOTAL MONTHLY LEASE PAYMENT                                                                         $26.788,19

TOTAL VALUE OF EQUIPMENT                                                    $992,390.70

SUMMARY OF TOTAL LEASE PAYMENTS:
 4 @ $  6,911.3 = $   27,645.36
15 @ $11,154.05 = $  167,310.75
 4 @ $16,025.37 = $   64,101.48
 1 @ $24,545.32 = $   24,545.32
36 @ $26,788.19 = $  964,374.84
60                $1,247,977.75
                                                 ACCEPTED BY:
                                                 -----------------------
                                                 DATE: 1.17.97
                                                 -----------------------
</TABLE>

<PAGE>



                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
                             SITE: Denver, Colorado
                                 LEASE PAYMENTS
                ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994
                  BETWEEN TELECOMMUNICATIONS FINANCE GROUP AND
                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
<TABLE>
<S>                                                                         <C>                             <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
      ORIGINAL VALUE OF EQUIPMENT                                           $314,252.00
      RATE FACTOR PER $1,000                                                $21.993
         ORIGINAL MONTHLY LEASE PAYMENT                                                                     $ 6,911.34

EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION I                                                            $181,250.64
      RATE FACTOR PER $1,000                                                $23.408
      ADDITION I MONTHLY LEASE PAYMENT                                      $  4,242.71
         TOTAL MONTHLY LEASE PAYMENT                                                                          $11,154.05

EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION II                                                           $164,516.10
      RATE FACTOR PER $1,000                                                $29.610
      ADDITION II MONTHLY LEASE PAYMENT                                     $  4,871.32
         TOTAL MONTHLY LEASE PAYMENT                                                                          $16,025.37

EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING).

      ADDITION III                                                          $264,356.65
      RATE FACTOR PER $1,000                                                $32.229
                   ADDITION III MONTHLY LEASE PAYMENT                       $ 8,519.95
                       TOTAL MONTHLY LEASE PAYMENT                                                            $24,545.32

TOTAL VALUE OF EQUIPMENT                                                    $924,375.39

SUMMARY OF TOTAL LEASE PAYMENTS:
 4 @ $ 6,911.34 = $   27,645.36
15 @ $11,154.05 = $  167,310.75
 4 @ $16,025.37 = $   64,101.48
37 @ $24,545.32 = $  908,176.84
60                $1,167,234.43
                                                     ACCEPTED BY:
                                                     ----------------------------
                                                     DATE:
                                                     ----------------------------
</TABLE>
<PAGE>



                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
                             SITE: Denver, Colorado
                                 LEASE PAYMENTS
                 ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994
                  BETWEEN TELECOMMUNICATIONS FINANCE GROUP AND
                    Athena International Ltd. Liability Co.
                          dba Athena International, LLC
<TABLE>
<S>                                                                         <C>                               <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
      ORIGINAL VALUE OF EQUIPMENT                                           $314,252.00
      RATE FACTOR PER $1,000                                                $21.993
         ORIGINAL MONTHLY LEASE PAYMENT                                                                       $ 6,911.34

EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION I                                                            $181,250.64
      RATE FACTOR PER $1,000                                                $23.408
      ADDITION I MONTHLY LEASE PAYMENT                                      $  4,242.71
         TOTAL MONTHLY LEASE PAYMENT                                                                          $11,154.05

EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)

    ADDITION II                                                             $164,516.10
    RATE FACTOR PER $1,000                                                  $29.610
    ADDITION II MONTHLY LEASE PAYMENT                                       $  4,871.32

         TOTAL MONTHLY LEASE PAYMENT                                                                          $16,025.37
TOTAL VALUE OF EQUIPMENT                                                    $660,018.74
SUMMARY OF TOTAL LEASE PAYMENTS:
 4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $167,310.75
41 @ $16,025.37 = $657,040.17
                  -----------
60                $851,996.28

                                                  ACCEPTED BY:
                                                  ----------------------

                                                  DATE: July 30, 1996
                                                  ----------------------

</TABLE>

<PAGE>


     FEB 7 96 14:45 FROM FINANCE (ACCG/BUS AD) TO 915045227750 PAGE.003/020
                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
                             SITE: Denver, Colorado
                                 LEASE PAYMENTS
             ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
<TABLE>
<S>                                                                         <C>                               <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)

      ORIGINAL VALUE OF EQUIPMENT                                           $314,252.00
      RATE FACTOR PER $1,000                                                $21.993

           ORIGINAL MONTHLY LEASE PAYMENT                                                                     $ 6,911.34

EFFECTIVE JUNE 1, 1995-(56 MONTHLY LEASE PAYMENTS REMAINING)

      ADDITION I                                                            $181,250.64
      RATE FACTOR PER $1,000                                                $23.408
      ADDITION I MONTHLY LEASE PAYMENT                                      $  4,242.71

           TOTAL MONTHLY LEASE PAYMENT                                                                        $11,154.05

TOTAL VALUE OF EQUIPMENT                                                    $495,502.64

SUMMARY OF TOTAL LEASE PAYMENTS:
 4 @ $ 6,911.34 = $ 27,64536
56 @  $11,154.05 = $624,626.80
                   -----------
60                 $652,272.16
                                                           ACCEPTED BY:
                                                           ---------------------
                                                           DATE:  2.8.96
                                                           ---------------------
</TABLE>

<PAGE>




                     CERTIFICATE OF DELIVERY AND ACCEPTANCE

                        Commencement Date: August 2, 1996

     THIS  CERTIFICATE  OF DELIVERY AND  ACCEPTANCE is executed and delivered to
Telecommunications   Finance  Group  ("Lessor")  by  Athena  International  Ltd.
Liability  Co. dba  Athena  International,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated:  July 25, 1994 between  Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.   The Equipment  covered by this Certificate  consists of the items described
     in Schedule 1 of Exhibit A of the Lease.

2.   Lessee  confirms  that the  items of  Equipment  covered  hereby  have been
     delivered  to it in  good  working  order  and  condition,  and  have  been
     inspected  and  accepted  by Lessee as of the  Commencement  Date set forth
     above.  Lessee hereby waives any right it may have under Section  2A-517 of
     the Uniform  Commercial Code or otherwise to revoke this acceptance for any
     reason  whatsoever,  including  but not limited to, (i) any  assumption  by
     Lessee  that a  nonconformity  would  be  cured,  (ii)  any  inducement  of
     acceptance  by the  Lessors  assurances  or any  difficulty  to  discover a
     nonconformity  before  acceptance,  or (iii) any Lessor  default  under the
     Lease.  Lessee further hereby waives its fights under 'Sections  2A-401 and
     2A-402 of the Uniform Commercial Code to suspend  performance of any of its
     obligations under the Lease with respect to the Equipment hereby accepted.

3.   Lessee  confirms that such items of Equipment  have been  installed at: 910
     15th Street, Suite 667, Denver, Colorado 80202-2928

4.   The Lessors value of the items of Equipment  covered hereby is set forth in
     the Schedule 1 of Exhibit A. Lessee confirms that each  installment of rent
     payable is as defined by the rental  rate  factor per  thousand  dollars as
     specified in Section 5 of the Lease.

5.   Lessee hereby: (a) confirms that the items of Equipment covered hereby have
     been  inspected by Lessee,  have been  delivered in good working  order and
     condition and are of , the size, design,  capacity and manufacture selected
     by it and  meet  the  provisions  of the  purchase  order(s)  with  respect
     thereto:  and (b)  irrevocably  accepts  said  items of  Equipment  "as-is,
     where-is"  for all  purposes of the Lease as of the  Commencement  Date set
     forth above and shall pursue remedies to correct  deficiencies,  if any, in
     said items of equipment under the manufacturers warranty provisions only.

6.   Lessee  hereby  confirms:  (i) that no  Default  or Event of  Default is in
     existence  as of the  Commencement  Date set  forth  above,  nor  shall any
     Default or Event of Default occur as a result of the lease by Lessee of the
     Equipment  specified  here-in;   and  (ii)  that  all  representations  and
     warranties  of  Lessee  contained  in  the  Lease  or in  any  document  or
     certificate  furnished Lessor in connection herewith,  are true and correct
     as of the Commencement  Date set forth above with the same force and effect
     as if made on such date.

<PAGE>
7.   Lessee assumes sole responsibility for ensuring that the billing center can
     correctly read call records. Lessee's responsibility includes reading daily
     the automatic  message/ticketing  accounting  system and/or polling systems
     tape(s) by the billing system to ensure all ticket  information is present.
     Risk of loss for any  revenue  or  profit  associated  therewith  passes to
     Lessee upon cutover of any hardware or software.

8.   All of the  terms,  provisions  and  conditions  of the  Lease  are  hereby
     incorporated herein and made a part hereof as if such terms, provisions and
     conditions were set forth in full in this  Certificate.  By their execution
     and delivery of this  Certificate,  the parties hereto  reaffirm all of the
     terms, provisions and conditions of the Lease.

IN   WITNESS  WHEREOF,  Lessee has caused this Certificate to be executed by its
     duly authorized officer as of the Commencement Date set forth above.

Refer S.O.# ADDITION II/EQUIPMENT     Athena International Ltd. Liability Co.
                                      dba Athena International, LLC (Lessee)

                                                      (Name & Title)

                                      ACCEPTED BY:
                                      TELECOMMUNICATIONS FINANCE GROUP
                                      AS OF THE 15 DAY OF 1996


                                      Authorized Representative of
                                      Telecommunications Finance Group


<PAGE>



                             SCHEDULE 1 OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)
                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of July 25, 1994 between  Telecommunications  Finance Group, as Lessor,
and Athena  International Ltd. Liability Co. dba Athena  International,  LLC, as
Lessee, are described below and in the attached equipment list(s):

<TABLE>
<S>             <C>                                                                      <C>

Number                   Description                                                      Amount
------                  -------------                                                  ---------------
DCO-481238      A Siemens Stromberg-Carlson                                             $ 314,252.00
                Digital Central Office Carrier Switch
                Equipped  and  Wired  for  1152  Digital
                Pons (DCO-481238,  Issue 1, Dated  05/19/94)
                with a New Basic Release 12.1  CMF,  A
                Used AMA  Frame,  SS7 with  800  Portability,
                SS7 Spares,  One (1)  Additional  Pair of
                "A"  Links, International Operator  Service,
                and  Route  by  ANI on  any  700/800
                Number Including Installation

TFG-95029       ADDITION I                                                                181,250.64
TFG-96152       ADDITION II                                                               164.516.10
                                       TOTAL                                            $ 660,018.74
</TABLE>

The above described equipment installed at:

910 15th Street, Suite 667, Denver, Colorado 80202-2928

                               ACCEPTED BY:  ---------------------------
                               DATE:         ---------------------------

                                             Dated:        July 25, 1994
                                           Revised:        April 24, 1995
                                           Revised:        July 23, 1996




<PAGE>



EQUIPMENT LIST #TFG-96152                   DATED: July 23, 1996

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      II
<TABLE>
<S>     <C>                    <C>                              <C>    <C>    <C>    <C>
PART NO/DESCRIPTION                        QUANTITY                         AMOUNT
-------------------                        --------
SS-C   1152 PORT
ADDITION PER  DCO-681024,
ISSUE 3, DATED  02126/96
AND COST LINK PAIR SOFTWARE 003069 (S.O.#069395) AS FOLLOWS:

        MATERIAL                             1 LOT                          $123,857.00
        INSTALLATION                                                          10,500.00
        SOFTWARE                                                              14,450.00
        FREIGHT                                                                  529.10

     Third Party Vendor - Tele-Flex Systems

EQUIPMENT AS FOLLOWS:                        1 LOT                          $ 15,180.00
6606 1.96 DISK DRIVE,
 S/N'S CA2C12A/BA2C12A,
AA2C12A                                      3
6523 DEVICE CONTROLLER, S/N DA2C12A          1

                                                                    TOTAL   $164,516.10

</TABLE>

<PAGE>

<TABLE>

<S>           <C>            <C>              <C>                        <C>
                                                                          Proposal No.: DCO-687024
              SIEMENS                                                     Issue No.: 3
              Stromberg-Carlson                                           Date: February 26, 1996

              Installation Site: Denver, CO

                                     ITEM 01

                    817577-900                DTF Frame Assembly             1
                    817577-901                DS-1 Host CUA                  6
                    817577-902                DS-1 Basic PWDAS               6
                    817560-626                T-1 Interface PWBA             48
                    207600-225                DTF Frame Package              1
                    207600-721                Card Guide                     6
                    207800-079                Front Door Mounting            1
                    207800-080                Rear Door Mounting             1
                    207600-158                Right Door                     2
                    207600-159                Left Door                      2
                    827577-924                Base Mount Blower Assembly     I

                                              LTF-01
                    814574-992                Universal Service CUA          3
                    814574-995                Basic PWBAs                    3
                    814571-686                Digital TMF Receiver PWBA      14
                    814572-576                Digital TMF Sender PWBA        3
                    814695-556                Digital DTMF Sender PWBA       3
                    814643-596                Digital DTMF Receiver PWBA     13

                                              CMF
                    814095-616                Service Group Diag. PWBA       1
                    822003-596                1024 Port TSI PWBA             4
                    822002-526                TSI/PGH Interface PWBA         4

               681024C0
</TABLE>

<PAGE>

                                                        Proposal No.: DCO-681024
SIEMENS                                                 Issue No.: 3
STROMBERG-CARLSON                                       Date: February 26, 1996

Installation Site: Denver, CO

<TABLE>
<CAPTION>

         PART NUMBER          DESCRIPTION                              QTY
         -----------          ------------                             ---
                                     ITEM 01
<S>      <C>                  <C>                                        <C>
         817577-900           DTF Frame Assembly                         1
         817577-901           DS-1 Host CUA                              6
         817577-902           DS-1 Basic PWDAS                           6
         817560-626           T-1 Interface PWBA                        48
         207600-225           DTF Frame Package                          1
         207600-721           Card Guide                                 6
         207800-079           Front Door Mounting                        1
         207800-080           Rear Door Mounting                         1
         207600-158           Right Door                                 2
         207600-159           Left Door                                  2
         827577-924           Base Mount Blower Assembly                 I

                              LTF-01
                              ------
         814574-992           Universal Service CUA                      3
         814574-995           Basic PWBAs                                3
         814571-686           Digital TMF Receiver PWBA                 14
         814572-576           Digital TMF Sender PWBA  3
         814695-556           Digital DTMF Sender PWBA                   3
         814643-596           Digital DTMF Receiver PWBA                13

                              CMF
                              ---
         814095-616           Service Group Diag. PWBA                   1
         822003-596           1024 Port TSI PWBA                         4
         822002-526           TSI/PGH Interface PWBA                     4
</TABLE>

681024C0

                                      - 1-

<PAGE>

SIEMENS                                                 Proposal No.: DCO:681024
Stromberg-Carlson                                       Issue No.: 3
                                                        Date: February 26, 1996
Installation Site: Denver, CO

     PART NUMBER        DESCRIPTION                                   QTY
     -----------        -----------                                   ---

                                 ITEM 01 (Cont.)

                        CMF (Cont.)
                        -----------
     207800-482         TSI/PGHGP Cable                                4
     822005-546         TPP 0 PWBA                                     2
     822006-576         TPP 1 PWBA                                     2
     822017-566         TPP 2 PWBA                                     2
     822068-810         Diag. Grading Panel CCS-01                     1

                        PRT

                        ---
     817576-938         Circuit Breaker                                2

                        Miscellaneous

                        -------------
     4-24419-0290       DSX Panel, ADC DSX-DR 19                       2
     .PJ716             Bantem Patch Cord                              8
     DOC-ADD            Additions Documentation                        1

                                ITEM 02

                        Additional A-Links

                        ------------------
     003069             CCS7 Line Pair Software                        1


                                       -2-

681024CO 2


<PAGE>

                           CERTIFICATE OF DELIVERY AND ACCEPTANCE

                                             Commencement Date: December 2, 1996

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
Telecommunications   Finance  Group  ("Lessor")  by  Athena  International  Ltd.
Liability  Co. dba  Athena  International,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated:  July 25, 1994 between  Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.       The  Equipment  covered  by  this  Certificate  consists  of the  items
         described in Schedule I of Exhibit A of the Lease.

2.       Lessee  confirms that the items of Equipment  covered  hereby have been
         delivered  to it in good  working  order and  condition,  and have been
         inspected and accepted by Lessee as of the Commencement  Date set forth
         above.  Lessee hereby waives any right it may have under Section 2A-517
         of the Uniform  Commercial  Code or otherwise to revoke this acceptance
         for any  reason  whatsoever,  including  but not  limited  to,  (i) any
         assumption  by Lessee  that a  nonconformity  would be cured,  (ii) any
         inducement of acceptance by the Lessor's  assurances or any  difficulty
         to  discover a  nonconformity  before  acceptance,  or (iii) any Lessor
         default under the Lease.  Lessee further hereby waives its rights under
         Sections  2A-401 and 2A-402 of the Uniform  Commercial  Code to suspend
         performance of any of its  obligations  under the Lease with respect to
         the Equipment hereby accepted.

3.       Lessee  confirms that such items of Equipment  have been  installed at:
         910 15th Street, Suite 667, Denver, Colorado 80202-2928

4.       The  Lessor's  value of the items of  Equipment  covered  hereby is set
         forth in the  Schedule  I of  Exhibit  A.  Lessee  confirms  that  each
         installment of rent payable is as defined by the rental rate factor per
         thousand dollars as specified in Section 5 of the Lease.

5.       Lessee hereby:  (a) confirms that the items of Equipment covered hereby
         have been  inspected  by Lessee,  have been  delivered  in good working
         order  and  condition  and  are  of  the  size,  design,  capacity  and
         manufacture  selected  by it and meet the  provisions  of the  purchase
         order(s) with respect thereto:  and (b) irrevocably  accepts said items
         of Equipment "as-is,  where-is" for all purposes of the Lease as of the
         Commencement  Date set forth above and shall pursue remedies to correct
         deficiencies,   if  any,   in  said  items  of   equipment   under  the
         manufacturer's warranty provisions only.

6.       Lessee hereby  confirms:  (i) that no Default or Event of Default is in
         existence as of the  Commencement  Date set forth above,  nor shall any
         Default or Event of Default occur as a result of the lease by Lessee of
         the Equipment specified here-in;  and (ii) that all representations and
         warranties  of  Lessee  contained  in the Lease or in any  document  or
         certificate  furnished  Lessor  in  connection  herewith,  are true and
         correct as of the Commencement Date set forth above with the same force
         and effect as if made on such date.

TFGLA204-3.WPT

<PAGE>

7.       Lessee assumes sole responsibility for ensuring that the billing center
         can  correctly  read call  records.  Lessee's  responsibility  includes
         reading daily the automatic message/ticketing  accounting system and/or
         polling  systems  tape(s)  by the  billing  system to ensure all ticket
         information  is  present.  Risk  of  loss  for any  revenue  or  profit
         associated  therewith  passes to Lessee upon cutover of any hardware or
         software.

8.       All of the terms,  provisions  and  conditions  of the Lease are hereby
         incorporated herein and made a part hereof as if such terms, provisions
         and  conditions  were set forth in full in this  Certificate.  By their
         execution and delivery of this Certificate, the parties hereto reaffirm
         all of the terms, provisions and conditions of the Lease.

         IN WITNESS  WHEREOF,  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.

Refer S.O.# ADDITION III/EQUIPMENT     Athena International Ltd. Liability Co.
            ---------------------      dba Athena International, LLC (Lessee)

LIST.#TFG-96181                        By:  /S/ Michael Landers

                                           ------------------------------------
                                       Michael Landers, Exec. Managing Director
                                       ----------------------------------------
                                                    (Name & Title)

                                       ACCEPTED BY:
                                       TELECOMMUNICATIONS FINANCE GROUP
                                       AS OF THE 31 DAY OF Jan 1997
                                                 --        ---   --

                                       By: /s/ C. C. Calloway
                                           ------------------------------------

                                       ----------------------------------------
                                       Authorized Representative of
                                       Telecommunications Finance Group

TFGLA204-4.WPT

<PAGE>

                             SCHEDULE I OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of July 25, 1994 between  Telecommunications  Finance Group, as Lessor,
and Athena  International Ltd. Liability Co. dba Athena  International,  LLC, as
Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>

Equipment List

Number                   Description                                                                 Amount
------                   -----------                                                                 ------
<S>                      <C>                                                                      <C>
DGO-481238               A Siemens Stromberg-Carlson                                               $314,252.00
                         Digital  Central  Office  Carrier  Switch  Equipped and
                         Wired  for 1152  Digital  Ports  (DCO-481238,  Issue 1,
                         Dated  05/19/94)  with a New Basic  Release 12.1 CMF, A
                         Used AMA Frame, SS7 with 800  Portability,  SS7 Spares,
                         One (1)  Additional  Pair of "A"  Links,  International
                         Operator  Service,  and  Route  by ANI  on any  700/800
                         Number Including Installation

TFG-95029                ADDITION I                                                                 181,250.64

TFG-96152                ADDITION II                                                                164,516.10
TFG-96181                ADDITION III                                                               264,356.65
                                                                                                   -----------
                                  TOTAL                                                            $924,375,39
                                                                                                   ===========
</TABLE>

The above described equipment installed at:

910 15th Street, Suite 667, Denver, Colorado 80202-2928

                                 ACCEPTED BY:   /s/ Michael Landers

                                                --------------------------------
                                 DATE:           12/18/96
                                                --------------------------------
                                                 Dated:    July 25, 1994
                                                 Revised:  April 24, 1995
                                                 Revised:  July 23, 1996
                                                 Revised:  December 2, 1996


<PAGE>

EQUIPMENT LIST #TFG-96181                                DATED: December 2, 1996

COMPANY:        Athena International Ltd. Liability Co.
                dba Athena International, LLC
SITE LOCATION:  Denver, Colorado
ADDITION:       III

<TABLE>
<CAPTION>

PART NO./DESCRIPTION                                                 QUANTITY                         AMOUNT
--------------------                                                 --------                         ------
<S>                                                                   <C>                           <C>
 SS-C
 ----
A FULLY EQUIPPED DTF-03 FRAME
(1152 PORTS) PER DCO-681108, ISSUE
1, DATED 06/24/96; ADDITIONAL POWER
SYSTEM; SERVICE CIRCUITS INCLUDING
INSTALLATION (S.O.#071044)                                            1 LOT                        $122,227.00
FREIGHT                                                                                               2,339.72

 Third Party Vendor- Telcom Products

 -----------------------------------
EQUIPMENT AS FOLLOWS:                                                 1 LOT                          25,151.50
TELLABS 82.2532A ECHO CAN., S/N'S
S062195-S062210                                                       16
TELLABS 81-235A SHELF, S/N'S 524757H,
480861/004, 554KKOK                                                   3
FREIGHT                                                                                                 137.43

 THIRD PARTY VENDOR -TTC
 -----------------------
EQUIPMENT AS FOLLOWS:                                                 1 LOT                          13,486.00
TBERD-224 MAINFRAME, S/N 9495                                         1
T1/TF1/DDS BERT BUNDLE (41500)                                        1
G.821 PERFORMANCE OPTION                                              1
DSP BOARD OPTION                                                      1
VF TESTING OPTION                                                     1
SIGNALING OPTION                                                      1
DIGIT ANALYSIS OPTION                                                 1
DTM, DISTRIBUTED TEST MANAGER                                         1
FREIGHT                                                                                                  15.00

 THIRD PARTY VENDOR- ACTION TELCOM
 ---------------------------------
(SEE ATTACHED EQUIPMENT LIST)
-----------------------------
PRIMARY SYSTEM; SECONDARY SYSTEM;
AVAS SYSTEM; TCP/IP PACKAGE; NETPLAN
PACKAGE; REMOTE COMMUNICATIONS
PACKAGE INCLUDING INSTALLATION                                        1 LOT                         101,000.00
                                                                                                    ----------

                                                                       TOTAL                       $264,356.65
                                                                                                   ===========
</TABLE>

<PAGE>

SIEMENS                                                 Proposal No.: DCO-681108
Stromberg-Carlson                                       Issue No.: 1
                                                        Date: June 24, 1996

Installation Site: Denver, CO

PART NUMBER                        DESCRIPTION                          QTY
-----------                        -----------                          ---

                                     ITEM 01

                           DTF-03
                           ------
817577-900                 Frame M/G                                      1
817577-901                 MG, DS-1 Host CUA                              6
817557-902                 MG, DS-1 Basic PWBA's                          6
207600-225                 Frame Weldment                                 1
207800-079                 Package Assembly Front Door Mtg Hdw            1
207800-080                 Package Assembly Rear Door Mtg Hdw             1
207600-158                 Door Assembly, Right I/O                       2
207600-159                 Door Assembly, Left I/O                        2
207600-721                 PWBA Guide                                     6
817560-606                 PWBA, T1 Interface                            48
817577-917                 MG Blower w/Fan Alarm, Base                    1

                           CMF-00, CCS-03.
                           ---------------
822068-811                 Diag. Grading Panel                            1
822003-596A                PWBA, (2W) TSI HDI                             4
822002-526                 PWBA, TSI PGH I/F                              4
207800-482                 Cable Assembly (TSI/PGH)                       4
822005-546A                PWBA, (2W) TPP0 HDI                            2
822006-566A                PWBA, TPP1 (For Addition)                      2
822017-556A                PWBA, TPP2 (For Addition)                      2

                           PRT-00
                           ------
817576-938                 Mod Group, Circuit Breaker                     2


                                      - 1-

<PAGE>

                                                        Proposal No.: SCO-681108
SIEMENS                                                 Issue No.: 1
Stromberg-Carlson                                       Date: June 24. 1996

Installation Site: Denver, CO

<TABLE>
<CAPTION>

PART NUMBER                  DESCRIPTION                                                             QTY
-----------                  -----------                                                             ---
<S>                          <C>                                                                     <C>
                                                  ITEM 01 (Cont.)
                             Miscellaneous

                             -------------
DSX-DR19                     Cross Connect Panel                                                      2
DOC-ADD                      Additions Documentation                                                  1

                                                     ITEM 02
                             DTF-04
                             ------
817577-900                   Frame M/G                                                                1
817577-901                   MG, DS1 Host CUA                                                         6
817577-902                   MG, Basics PWBAs DS1 CUA                                                 6
207600-225                   Frame Weldment                                                           1
207800-079                   Pkg Assy Front Door Mtg Hdw                                              1
207800-080                   Pkg Assy Rear Door Mtg Hdw                                               1
207600-158                   Door Assy, Right I/O                                                     2
207600-159                   Door Assy, Left I/O                                                      2
207600-721                   PWBA Guide                                                               6
817560-606                   PWBA, T1 Interface                                                      48
817577-917                   MG Blower w/Fan Alarm, Base                                              1

                             PRT-00
                             ------
817576-938                   Mod Group, Circuit Breaker                                               2

                             Miscellaneous

                             -------------
DSX-DR19                     Cross Connect Panel                                                      2
DOC-ADD                      Additions Documentation                                                  1
</TABLE>

                                       -2-

681108CO

<PAGE>

SIEMENS                                                Proposal  No.: DCO-681108
                                                       Issue No.: 1
Stromberg-Carlson                                      Date: June 24, 1996

Installation Site: Denver, CO

<TABLE>
<CAPTION>

PART NUMBER                  DESCRIPTION                                                             QTY
-----------                  -----------                                                             ---
<S>                          <C>                                                                     <C>
                                                   ITEM 03

                               Power System Add On

4DDV85-19                    Battery 765 Amp Hour

203352-580                   Battery Charger, 100 Amp                                                 1

NOTE:        This additional power equipment is required for this addition, but is shown as an option for the Customer.

                                                  ITEM-04

814574-992                   MG Service Circuit CUA                                                  1
814574-995                   PWBA Mod Group-Basic PWBA                                               1
207600-720                   PWBA Guide                                                              1
814742-536                   PWBA, Univ Service Circuit                                             12
814695-556                   PWBA (1W) DTMY Dig. Sender                                              3
814571-766                   PWBA (1W) Rovr/Vact/Evact                                               5
814572-576                   PWBA (1W) Dig. Sender TMF                                               2

         NOTE:        These Service Circuits are required dependent upon the percentage of SS7 use.
</TABLE>

                                               - 3 -

         681108CO
AUG-27-1996 20:21 3035950959 95% P.04




<PAGE>

                          ACTION TELCOM EQUIPMENT LIST

<TABLE>

<S>     <C>                     <C>                        <C>              <C>      <C>  <C>     <C>

Key      Make                    Model #                   Serial #         I/O      IRQ   DDR    STK
---      ----                   -------                   --------          ---      ---   ---    ---

PC       ACER                   9000                      1900031490
KB       ACER                   6311K                     K6366281224P
MON      ACER                   7134T                     M3TP63201016
VC       ATI                    MACH-64                   O/B                        9
HDC      Adaptec                AIC-7880P                 722511 O/B        ID=7     11
HD       IBM                    DFHS                      MIAG3B46894       ID=0
HD       IBM                    DFHS                      MIAG3B35970       ID=I
HD       IBM                    DFHS                      MIAG3B32873       ID-3
FD       Mitsumi (1,44)         D359T5                    3553179                     6
FD       Panasonic (1,2)        JU-475-5-A67              00132626
TD       Tandberg               TDC-4222                  4220528           ID=2
SL1      Digi Host Ad           IP-09515816               P0000000
SL1      Digi Conc              IP-50000585-01            SE7700798
X25      SWG                    SGX-D0000
X25      SWG                    SGX-Daughter
PRN      Epson                  LP-870                     4OU1134522                   7
NET      RACAL                  InterLan T2                0207011BBC1E                 9
SER      ACER                   Built-in COM 1 COM 2       4/3 3f8/2f8
CD       SONY                   CDU765                     5096166          ID-5
DIA      AVAS  Ver 2.50         D/21D-CG030890             5 D2000
P/S      DELTA                  DPS-350EB                  42613001347

I/P ADDRESS= 193.1.94.50 aidcpri aidcpri.a    idc.com
MEMORY=         32 MB
SPEED=          166 MHZ
</TABLE>

<PAGE>

SOFTWARE: Primary System

<TABLE>
<CAPTION>

Key          Make                           Serial #                                   Activation Key #
---          ----                           --------                                   ----------------
<S>          <C>                           <C>                                              <C>
  OS         SCO UNIX sysV                 2DH030846                                    etpp14df
  DB         SCO FoxPro                    Version 2.6
  NAMS       ATC NAMS II
  TERM       Century                       CSU151377                                     bbaanmph
             NETCOM II                     net26106                                  X21f4ceff Ver. 4.5.3a
  NOTES:
</TABLE>

<TABLE>
<CAPTION>

   Key         Make                        Model #                 Serial #                        I/O     IRQ     ADDR    STK
   ---         ----                        -------                 --------                        ---     ---     ----    ---
<S>            <C>                         <C>                       <C>                           <C>     <C>     <C>     <C>
    PC         ACER                        F520 HB                 1900027152
    KB         ACER                        6311-K                  K63661001190
    MON        ACER                        7134T                   M3TP63201025
    VC                                                             0167823
    HDC        Adaptec                                             O/B
    HD         LBM                         DORS-32160              11S46H6072ZIM002T0935                            id=0
    FD                (1.44)               D359T5                  3546876
    FD                        (1.2)        F833B                   346506
    TD                                                             42212493
    X25        SWG                         8GX                     011151                                 15        D0000
    HET        RACAL PCI                                           0207011BEA64                           10
    SER        ACER                                                O/B COM 1 /COM2                        4/3

    I/P ADDRESS= 193.1.94.60
    MEMORY= 16 MB
</TABLE>

    SOFTWARE:

<TABLE>
<CAPTION>

    Key      Make                             Serial #                                  Activation Key #
    ---      ----                             --------                                  ----------------
<S>          <C>                             <C>                                            <C>
    OS       SCO UNIX sysV                    2DH030858                                     arbvbtwh
    NAMS     ATC NAMS II
    TERM     Century                          CSU150065U3                                   1pomflii
</TABLE>

<PAGE>

                     CERTIFICATE OF DELIVERY AND ACCEPTANCE

                                              Commencement Date: January 2, 1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
Telecommunications   Finance  Group  ("Lessor")  by  Athena  International  Ltd.
Liability  Co. dba  Athena  International,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated July 25,  1994  between  Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.       The'  Equipment  covered  by this  Certificate  consists  of the  items
         described in Schedule I of Exhibit A of the Lease.

2.       Lessee  confirms that the items of Equipment  covered  hereby have been
         delivered  to it in good  working  order and  condition,  and have been
         inspected and accepted by Lessee as of the Commencement  Date set forth
         above.  Lessee hereby waives any fight it may have under Section 2A-517
         of the Uniform  Commercial  Code or otherwise to revoke this acceptance
         for any  reason  whatsoever,  including  but not  limited  to,  (i) any
         assumption  by Lessee  that a  nonconformity  would be cured,  (ii) any
         inducement of acceptance by the Lessors assurances or any difficulty to
         discover a nonconformity before acceptance, or (iii) any Lessor default
         under the Lease. Lessee further hereby waives its fights under Sections
         2A-401 and 2A-402 of the Uniform Commercial Code to suspend performance
         of any of its obligations under the Lease with respect to the Equipment
         hereby accepted.

3.       Lessee  confirms that such items of Equipment  have been  installed at:
         910 15th Street, Suite 667, Denver, Colorado 80202-2928

4.       The Lessors value of the items of Equipment covered hereby is set forth
         in the Schedule I of Exhibit A. Lessee  confirms that each  installment
         of rent  payable is as defined by the rental rate  factor per  thousand
         dollars as specified in Section 5 of the Lease.

5.       Lessee hereby:  (a) confirms that the items of Equipment covered hereby
         have been  inspected  by Lessee,  have been  delivered  in good working
         order  and  condition  and  are  of  the  size,  design,  capacity  and
         manufacture  selected  by it and meet the  provisions  of the  purchase
         order(s) with respect thereto:  and (b) irrevocably  accepts said items
         of Equipment "as-is,  where-is" for all purposes of the Lease as of the
         Commencement  Date set forth above and shall pursue remedies to correct
         deficiencies,   if  any,   in  said  items  of   equipment   under  the
         manufacturer's warranty provisions only.

6.       Lessee hereby  confirms:  (i) that no Default or Event of Default is in
         existence as of the  Commencement  Date set forth above,  nor shall any
         Default or Event of Default occur as a result of the lease by Lessee of
         the Equipment specified here-in;  and (ii) that all representations and
         warranties  of  Lessee  contained  in the Lease or in any  document  or
         certificate  furnished  Lessor  in  connection  herewith,  are true and
         correct as of the Commencement Date set forth above with the same force
         and effect as if made on such date.

TFGLA204.2.WPT

<PAGE>

7.       Lessee assumes sole responsibility for ensuring that the billing center
         can  correctly  read call  records.  Lessee's  responsibility  includes
         reading daily the automatic message/ticketing  accounting system and/or
         polling  systems  tape(s)  by the  billing  system to ensure all ticket
         information  is  present.  Risk  of  loss  for any  revenue  or  profit
         associated  therewith  passes to Lessee upon cutover of any hardware or
         software.

8.       All of the terms,  provisions  and  conditions  of the Lease are hereby
         incorporated herein and made a part hereof as if such terms, provisions
         and  conditions  were set forth in full in this  Certificate.  By their
         execution and delivery of this Certificate, the parties hereto reaffirm
         all of the terms, provisions and conditions of the Lease.

         IN WITNESS  WHEREOF,  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.

Refer S.O.# ADDITION IV/EQUIPMENT        Athena International Ltd. Liability Co.
            ---------------------        dba Athena International, LLC (Lessee)

LIST #TFG-97189                          By: /s/ Michael Landers

                                            ------------------------------------
                                            Michael Landers, Exec. Managing Dir.
                                         ---------------------------------------
                                                      (Name & Title)

                                         ACCEPTED BY:
                                         TELECOMMUNICATIONS FINANCE GROUP
                                         AS OF THE [31] DAY OF [JANUARY] 19[97]


                                         By: /s/ CC Calloway

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

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

                                         Authorized Representative of
                                         Telecommunications Finance Group

TFGLA204.3.WPT

<PAGE>

                             SCHEDULE I OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EOUIPMENT DESCRIPTION

                              ---------------------
The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of July 25, 1994 between  Telecommunications  Finance Group, as Lessor,
and Athena  International Ltd. Liability Co. dba Athena  International,  LLC, as
Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>

Equipment List

Number         Description                                                                  Amount
------         -----------                                                                  ------
<S>            <C>                                                                        <C>
DCO-481238     A Siemens Stromberg-Carlson                                                $314,252.00
               Digital Central Office Carrier Switch Equipped and Wired for 1152
               Digital Ports  (DCO-481238,  Issue I, Dated  05/19/94) with a New
               Basic  Release  12.1  CMF,  A  Used  AMA  Frame,   SS7  with  800
               Portability,  SS7 Spares,  One (1) Additional  Pair of "A" Links,
               International  Operator Service,  and Route by ANI on any 700/800
               Number Including Installation

TFG-95029      ADDITION I                                                                  181,250.64
TFG-96152      ADDITION II                                                                 164,516.10

TFG-96181      ADDITION III                                                                264,356.65

TFG-97189      ADDITION IV                                                                  68,015.31
                                                                                            ---------

                                  TOTAL                                                   $992,390.70
                                                                                          ===========
</TABLE>

The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928

                                  ACCEPTED BY:  /s/ Michael Landers

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

                                  DATE:             1.17.97
                                            ------------------------------------

                                                Dated:      July 25, 1994
                                                Revised:    April 24, 1995
                                                Revised:    July 23, 1996
                                                Revised:    December 2, 1996
                                                Revised:    January 13, 1997

TGGLA204-4WPT

<PAGE>

EQUIPMENT LIST #TFG-97 189                               DATED: January 13, 1997


COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      IV

<TABLE>
<CAPTION>

PART NO./DESCRIPTION                                                   QUANTITY                         AMOUNT
--------------------                                                   --------                         ------
<S>                                                                    <C>                              <C>
SS-C
----
DTF-03 FULLY EQUIPPED (S.O.#071045)
AS FOLLOWS:

        MATERIAL                                                         1 LOT                         $60,000.00
        INSTALLATION                                                                                     7,500.00
        FREIGHT                                                                                            515.31
                                                                                                           ------

                                                                       TOTAL                           $68,015.31
                                                                                                       ==========
</TABLE>

TFGLA204-5.WPT

<PAGE>

                                                        Proposal NO.: DCO-681108
SIEMENS                                                 Issue No.: 1
Stromberg-Carlson                                       Date: June 24, 1996

Installation Site: Denver, CO

<TABLE>
<CAPTION>

PART NUMBER                         DESCRIPTION                                            QTY
-----------                         -----------                                            ---
<S>                        <C>                                                              <C>
                                                  ITEM 01 (Cont.)
                           Miscellaneous

                           -------------
DSX-DR19                   Cross Connect Panel                                                2
DOC-ADD                    Additions Documentation                                            1

                                                     ITEM 02

                           DTF-04
                           ------
817577-900                 Frame M/G                                                          1
817577-901                 MG, DS1 Host CUA                                                   6
817577-902                 MG, Basics PWBAs DS1 CUA                                           6
207600-225                 Frame Weldment                                                     1
207800-079                 Pkg Assy Front Door Mtg Hdw                                        1
207800-080                 Pkg Assy Rear Door Mtg Hdw                                         1
207600-158                 Door Assy, Right I/O                                               2
207600-159                 Door Assy, Left I/O                                                2
207600-721                 PWBA Guide                                                         6
817560-606                 PWBA, T1 Interface                                                48
817577-917                 MG Blower w/Fan Alarm, Base                                        1

                           PRT-00
                           ------
817576-938                 Mod Group, circuit Breaker                                         2

                           Miscellaneous

                           -------------
DSX-DR19                   Cross Connect Panel                                                2
DOC-ADD                    Additions Documentation                                            1
</TABLE>

                                       -2-

681108CO

<PAGE>

                     CERTIFICATE OF DELIVERY AND ACCEPTANCE

                                                Commencement Date: March 2, 1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
Telecommunications   Finance  Group  ("Lessor")  by  Athena  International  Ltd.
Liability  Co. dba  Athena  International,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated:  July 25, 1994 between  Lessor and
Lessee (the  "lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.       The  Equipment  covered  by  this  Certificate  consists  of the  items
         described in Schedule 1 of Exhibit A of the Lease.

2.       Lessee  confirms that the items of Equipment  covered  hereby have been
         delivered  to it in good  working  order and  condition,  and have been
         inspected and accepted by Lessee as of the Commencement  Date set forth
         above.  Lessee hereby waives any fight it may have under Section 2A-517
         of the Uniform  Commercial  Code or otherwise to revoke this acceptance
         for any  reason  whatsoever,  including  but not  limited  to,  (i) any
         assumption  by Lessee  that a  nonconformity  would be cured,  (ii) any
         inducement of acceptance by the Lessors assurances or any difficulty to
         discover a nonconformity before acceptance, or (iii) any Lessor default
         under the Lease. Lessee further hereby waives its fights under Sections
         2A-401 and 2A-402 of the Uniform Commercial Code to suspend performance
         of any of its obligations under the Lease with respect to the Equipment
         hereby accepted.

3.       Lessee  confirms that such items of Equipment  have been  installed at:
         910 15th Street, Suite 667, Denver, Colorado 80202-2928

4.       The Lessors value of the items of Equipment covered hereby is set forth
         in the Schedule 1 of Exhibit A. Lessee  confirms that each  installment
         of rent  payable is as defined by the rental rate  factor per  thousand
         dollars as specified in Section 5 of the Lease.

5.       Lessee hereby:  (a) confirms that the items of Equipment covered hereby
         have been  inspected  by Lessee,  have been  delivered  in good working
         order  and  condition  and  are  of  the  size,  design,  capacity  and
         manufacture  selected  by it and meet the  provisions  of the  purchase
         order(s) with respect thereto:  and (b) irrevocably  accepts said items
         of Equipment "as-is,  where-is" for all purposes of the Lease as of the
         Commencement  Date set forth above and shall pursue remedies to correct
         deficiencies,   if  any,   in  said  items  of   equipment   under  the
         manufacturers warranty provisions only.

6.       Lessee hereby  confirms:  (i) that no Default or Event of Default is in
         existence as of the  Commencement  Date set forth above,  nor shall any
         Default or Event of Default occur as a result of the lease by Lessee of
         the Equipment specified here-in;  and (ii) that all representations and
         warranties  of  Lessee  contained  in the Lease or in any  document  or
         certificate  furnished  Lessor  in  connection  herewith,  are true and
         correct as of the Commencement Date set forth above with the same force
         and effect as if made on such date.


TFGLA204-2.WPT

<PAGE>

7.       Lessee assumes sole responsibility for ensuring that the billing center
         can  correctly  read call  records.  Lessee's  responsibility  includes
         reading daily the automatic message/ticketing  accounting system and/or
         polling  systems  tape(s)  by the  billing  system to ensure all ticket
         information  is  present.  Risk  of  loss  for any  revenue  or  profit
         associated  therewith  passes to Lessee upon cutover of any hardware or
         software.

8.       All of the terms,  provisions  and  conditions  of the Lease are hereby
         incorporated herein and made a part hereof as if such terms, provisions
         and  conditions  were set forth in full in this  Certificate.  By their
         execution and delivery of this Certificate, the parties hereto reaffirm
         all of the terms, provisions and conditions of the Lease.

         IN WITNESS  WHEREOF,  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.

Refer S.O.# ADDITION V/EQUIPMENT         Athena International Ltd. Liability Co.
                                         dba Athena International, LLC (Lessee)

LIST #TFG-97207
                                         By: /s/ Michael Landers

                                            ------------------------------------
                                            Michael Landers,   President

                                         ---------------------------------------
                                                      (Name & Title)

                                         ACCEPTED BY:
                                         TELECOMMUNICATIONS FINANCE GROUP
                                         AS OF THE [23] DAY OF [April] 19[97]

                                         By: /s/ C.C. Calloway

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

                                         ---------------------------------------
                                         Authorized Representative of
                                         Telecommunications Finance Group



<PAGE>

                             SCHEDULE 1 OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

                              ---------------------
The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of July 25, 1994 between  Telecommunications  Finance Group, as Lessor,
and Athena  International Ltd. Liability Co. dba Athena  International,  LLC, as
Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>

Equipment List

Number                   Description                                                                   Amount
------                   -----------                                                                   ------
<S>                      <C>                                                                        <C>
DCO-481238               A Siemens Stromberg-Carlson                                                $314,252.00
                         Digital  Central  Office  Carrier  Switch  Equipped and
                         Wired  for 1152  Digital  Ports  (DCO-481238,  Issue 1,
                         Dated  05/19/94)  with a New Basic  Release 12.1 CMF, A
                         Used AMA Frame, SS7 with 800  Portability,  SS7 Spares,
                         One (1)  Additional  Pair of "A"  Links,  International
                         Operator  Service,  and  Route  by ANI  on any  700/800
                         Number Including Installation

TFG-95029                ADDITION I                                                                  181,250.64

TFG-96152                ADDITION II                                                                 164,516.10

TFG-96181                ADDITION III                                                                264,356.65

TFG-97189                ADDITION IV                                                                  68,015.31

TFG-97207                ADDITION V                                                                   63,595.58
                                                                                                  -------------
                                       TOTAL                                                      $1,055,986.28
                                                                                                  =============
</TABLE>

The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928

                                   ACCEPTED BY: /s/ Michael Landers

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

                                   DATE:                   2.26.97
                                         ---------------------------------------
                                               Dated:       July 25, 1994
                                               Revised:     April 24, 1995
                                               Revised:     July 23, 1996
                                               Revised:     December 2, 1996
                                               Revised:     January 13, 1997
                                               Revised:     February 25, 1997


<PAGE>

EQUIPMENT LIST 0207                               DATED: February 25, 1997


COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      V

<TABLE>
<CAPTION>

PART NO./DESCRIPTION                                                 QUANTITY                         AMOUNT
--------------------                                                 --------                         ------
<S>                                                                           <C>                           <C>
    SS-C
    ----

2 EJH PROCESSORS WITH 1 SPARE
PER DCO-745002, ISSUE 01, DATED
10/17/96 (S.O.#071522) AS FOLLOWS:
        MATERIAL                                                      1 LOT                           $30,420.00
        INSTALLATION                                                                                    2,000.00
        FREIGHT                                                                                            25.58

1 A-LINK PAIR FEATURE #003069
(S.O.#071802) AS FOLLOWS:
        MATERIAL                                                      1 LOT                             7,170.00
        SCAT                                                                                              330.00

        THIRD PARTY VENDOR- TELEFLEX

P133-4 INTELINK W/4 DIALOGIC BOARDS                                   1                                23,650.00
                                                                                                       ---------

                                                           TOTAL                                      $63,595.58
                                                                                                      ==========
</TABLE>

TFGLA204-5.WPT

<PAGE>

                           CERTIFICATE OF DELIVERY AND ACCEPTANCE

                                                Commencement Date: April 2, 1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
Telecommunications   Finance  Group  ("Lessor")  by  Athena  International  Ltd.
Liability  Co. dba  Athena  International,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated:  July 25, 1994 between  Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.   The Equipment  covered by this Certificate  consists of the items described
     in Schedule I Of Exhibit A of the Lease.

2.   Lessee  confirms  that the  items of  Equipment  covered  hereby  have been
     delivered  to it in  good  working  order  and  condition,  and  have  been
     inspected  and  accepted  by Lessee as of the  Commencement  Date set forth
     above.  Lessee hereby waives any right it may have under Section  2A-517 of
     the Uniform  Commercial Code or otherwise to revoke this acceptance for any
     reason  whatsoever,  including  but not limited to, (i) any  assumption  by
     Lessee  that a  nonconformity  would  be  cured,  (ii)  any  inducement  of
     acceptance  by the  Lessor's  assurances  or any  difficulty  to discover a
     nonconformity  before  acceptance,  or (iii) any Lessor  default  under the
     Lease.  Lessee further  hereby waives its rights under Sections  2A-401 and
     2A-402 of the Uniform Commercial Code to suspend  performance of any of its
     obligations under the Lease with respect to the Equipment hereby accepted.

3.   Lessee  confirms that such items of Equipment  have been  installed at: 910
     15th Street, Suite 667, Denver, Colorado 80202-2928

4.   The Lessors value of the items of Equipment  covered hereby is set forth in
     the Schedule 1 of Exhibit A. Lessee confirms that each  installment of rent
     payable is as defined by the rental  rate  factor per  thousand  dollars as
     specified in Section 5 of the Lease.

5.   Lessee  hereby:  (a) confirms  that the items of Equipment  covered  hereby
     .have been , inspected by Lessee, have been delivered in good working order
     and  condition  and  are of the  size,  design,  capacity  and  manufacture
     selected  by it and meet  the  provisions  of the  purchase  order(s)  with
     respect  thereto:  and (b)  irrevocably  accepts  said  items of  Equipment
     "as-is, where-is" for all purposes of the Lease as of the Commencement Date
     set forth above and shall pursue remedies to correct deficiencies,  if any,
     in said items of equipment  under the  manufacturer's  warranty  provisions
     only.

6.   Lessee  hereby  confirms:  (i) that no  Default  or Event of  Default is in
     existence  as of the  Commencement  Date set  forth  above,  nor  shall any
     Default or Event of Default occur as a result of the lease by Lessee of the
     Equipment  specified  here-in;   and  (ii)  that  all  representations  and
     warranties  of  Lessee  contained  in  the  Lease  or in  any  document  or
     certificate  furnished Lessor in connection herewith,  are true and correct
     as of the Commencement  Date set forth above with the same force and effect
     as if made on such date.


<PAGE>

7.       Lessee assumes sole responsibility for ensuring that the billing center
         can  correctly  read call  records.  Lessee's  responsibility  includes
         reading daily the automatic message/ticketing  accounting system and/or
         polling  systems  tape(s)  by the  billing  system to ensure all ticket
         information  is  present.  Risk  of  loss  for any  revenue  or  profit
         associated  therewith  passes to Lessee upon cutover of any hardware or
         software.

8.       All of the terms,  provisions  and  conditions  of the Lease are hereby
         incorporated herein and made a part hereof as if such terms, provisions
         and  conditions  were set forth in full in this  Certificate.  By their
         execution and delivery of this Certificate, the parties hereto reaffirm
         all of the terms, provisions and conditions of the Lease.

         IN WITNESS  WHEREOF,  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.

Refer S.O.# ADDITION VI/EQUIPMENT        Athena International Ltd. Liability Co.
            ---------------------        dba Athena International, LLC (Lessee)


                                         By: /s/ Michael Landers

                                         ---------------------------------------
                                         Michael Landers,     President
                                         ---------------------------------------
                                                        (Name & Title)

                                         ACCEPTED BY:
                                         TELECOMMUNICATIONS FINANCE GROUP
                                         AS OF THE [23] DAY OF [April] 19[97]


                                         By:  /s/ C.C. Calloway
                                         ---------------------------------------

                                         ---------------------------------------
                                         Authorized Representative of
                                         Telecommunications Finance Group

TFGLA204.3.WPT

<PAGE>

                             SCHEDULE 1 OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

                              ---------------------
The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of July 25, 1994 between  Telecommunications  Finance Group, as Lessor,
and Athena  International Ltd. Liability Co. dba Athena  International,  LLC, as
Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>

Equipment List

Number                   Description                                                                          Amount
------                   -----------                                                                          ------
<S>                      <C>                                                                               <C>
DCO-481238               A Siemens Stromberg-Carlson                                                       $314,252.00
                         Digital  Central  Office  Carrier  Switch  Equipped and
                         Wired  for 1152  Digital  Ports  (DCO-481238,  Issue 1,
                         Dated  05/19/94)  with a New Basic  Release 12.1 CMF, A
                         Used AMA Frame, SS7 with 800  Portability,  SS7 Spares,
                         One (1)  Additional  Pair of "A"  Links,  International
                         Operator  Service,  and  Route  by ANI  on any  700/800
                         Number Including Installation

TFG-95029                ADDITION I                                                                         181,250.64
TFG-96152                ADDITION II                                                                        164,516.10
TFG-96181                ADDITION III                                                                       264,356.65
TFG-97189                ADDITION IV                                                                         68,015.31
TFG-97207                ADDITION V                                                                          63,595.58
TFG-97216                ADDITION VI                                                                         87,896.85
                                                                                                             ---------
                                  TOTAL                                                                  $1,143,883.13
                                                                                                         =============
</TABLE>

The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928



                                   ACCEPTED BY: /s/ Michael Landers

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

                                   DATE:                   3-31-97
                                         ---------------------------------------
                                                Dated:         July 25, 1994
                                                Revised:       April 24, 1995
                                                Revised:       July 23, 1996
                                                Revised:       December 2, 1996
                                                Revised:       January 13, 1997
                                                Revised:       February 25, 1997
                                                Revised:       March 25, 1997


<PAGE>

EQUIPMENT LIST #TFG-97216                                  DATED: March 25, 1997
COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado

ADDITION:      VI
<TABLE>
<CAPTION>

PART NO./DESCRIPTION                                                          QUANTITY                                 AMOUNT
--------------------                                                          --------                                 ------
<S>                                                                               <C>                                   <C>
SS-C
----
AN UPGRADE TO RELEASE 14.0 PER
DCO-681152, ISSUE 01, DATED 08/19/96
(S.O. #071521 )                                                                 1 LOT                                $15,000.00
ONE COMMON CONTROL SECTOR
ADD PER DCO-781001, ISSUE 01, DATED
10/02/96 (S.O.#071523) AS FOLLOWS:
    MATERIAL                                                                    1 LOT                                 19,730.00
    INSTALLATION                                                                                                       3,000.00
    FREIGHT                                                                                                               84.10
200 AMP  DISTRIBUTION  PANEL WITH BUS BAR,  CABLES,  10-10 AMP  BREAKERS PER
DCO-710002, ISSUE 01, DATED 10/28/96 (S.O.#071801) AS FOLLOWS:

    MATERIAL                                                                    1 LOT                                  1,360.00
    INSTALLATION                                                                                                       2,200.00
    FREIGHT                                                                                                               44.75
REAL TIME ANI FEATURE #823435
(S.O.#071805)                                                                   1 LOT                                 26,666.00
                       THIRD PARTY VENDOR - CIBER NETWORK

       EQUIPMENT AS FOLLOWS:                                                    1 LOT                                 19,767.00
D4841A/LH PRO 6/200, S/N SG63400748                                             1
D3583C/4.2GB F/W HOT SWAP HDD                                                   4
D4295A/32MB DIMM MEMORY UPGRADE                                                 1
JC-14WIVMA/MSYNC C400, 14, 128ONI.,

28D, 60HZ                                                                       1
J317lA/10/100 TX PCI ADAPTER                                                    2
D4921A/REDUNDANT POWER SUPPLY                                                   1
N3-IL40-U/INOCULAN, 4.0, SRVR, UNLTD
USERS                                                                           1
ILWS-41-1/INOCULAN FOR CLIENT-SINGLE
WORKSTATION                                                                     1
00662644127330/NW 3.12 50 USER UPG TO
4.11 INTRNW 1OOU                                                                1
SHIPPING COST                                                                                                             45.00
                                                                                                                          -----
                                                                   TOTAL                                             $87,896.85
                                                                                                                     ==========
</TABLE>

TFGLA204.5.WPT

<PAGE>

SIEMENS

Stromberg-Carlson

Installation Site: Denver, CO

PART NUMBER                       DESCRIPTION                          QTY
-----------                       -----------                          ---

                                     ITEM 01

                                    CCS - 03

822068-811                        Diag. Grading Panel                    1
822003-596A                       PVVBA, (2VV) TSI HDI                   4
822002-526                        PWBA, TSI PGH I/F                      4
207800-482                        Cable Assembly (TSI PGH)               4
822005-546A                       PVVBA, (2VV) TPPO HDI                  2
822006-566A                       PWBA TPP1 (For Addition)               2
822017-556A                       PWBA TPP2 (For Addition)               2
DOC-ADD                           Additions Documentation                1


781001CO/1: 10/02/96

<PAGE>


                           CERTIFICATE OF DELIVERY AND ACCEPTANCE

                                                  Commencement Date: May 2, 1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
Telecommunications   Finance  Group  ("Lessor")  by  Athena  International  Ltd.
Liability  Co. dba  Athena  International,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated:  July 25, 1994 between  Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.       The  Equipment  covered  by  this  Certificate  consists  of the  items
         described in Schedule 1 of Exhibit A of the Lease.

2.       Lessee  confirms that the items of Equipment  covered  hereby have been
         delivered  to it in good  working  order and  condition,  and have been
         inspected and accepted by Lessee as of the Commencement  Date set forth
         above.  Lessee hereby waives any fight it may have under Section 2A-517
         of the Uniform  Commercial  Code or otherwise to revoke this acceptance
         for any  reason  whatsoever,  including  but not  limited  to,  (i) any
         assumption  by Lessee  that a  nonconformity  would be cured,  (ii) any
         inducement of acceptance by the Lessor's  assurances or any  difficulty
         to  discover a  nonconformity  before  acceptance,  or (iii) any Lessor
         default under the Lease.  Lessee further hereby waives its rights under
         Sections  2A-401 and 2A-402 of the Uniform  Commercial  Code to suspend
         performance of any of its  obligations  under the Lease with respect to
         the Equipment hereby accepted.

3.       Lessee  confirms that such items of Equipment  have been  installed at:
         910 15th Street, Suite 667, Denver, Colorado 80202-2928

4.       The  Lessor's  value of the  items of Equipment  covered  hereby is set
         forth in the  Schedule  1 of  Exhibit  A.  Lessee  confirms  that  each
         installment  of rent  payable is as defined by the rental  rate  factor
         per thousand dollars as specified in Section 5 of the Lease.

5.       Lessee hereby:  (a) confirms that the items of Equipment covered hereby
         have been  inspected  by Lessee,  have been  delivered  in good working
         order  and  condition  and  are  of  the  size,  design,  capacity  and
         manufacture  selected  by it and meet the  provisions  of the  purchase
         order(s) with respect thereto:  and (b) irrevocably  accepts said items
         of Equipment "as-is,  where-is" for all purposes of the Lease as of the
         Commencement  Date set forth above and shall pursue remedies to correct
         deficiencies, if any, in said items of equipment under
         the manufacturer's warranty provisions only.

6.       Lessee hereby  confirms:  (i) that no Default or Event of Default is in
         existence as of the  Commencement  Date set forth above,  nor shall any
         Default or Event of Default occur as a result of the lease by Lessee of
         the Equipment specified here-in;  and (ii) that all representations and
         warranties  of  Lessee  contained  in the Lease or in any  document  or
         certificate  furnished  Lessor  in  connection  herewith,  are true and
         correct as of the Commencement Date set forth above with the same force
         and effect as if made on such date.


<PAGE>




7.       Lessee assumes sole responsibility for ensuring that the billing center
         can  correctly  read call  records.  Lessee's  responsibility  includes
         reading daily the automatic message/ticketing  accounting system and/or
         polling  systems  tape(s)  by the  billing  system to ensure all ticket
         information  is  present.  Risk  of  loss  for any  revenue  or  profit
         associated  therewith  passes to Lessee upon cutover of any hardware or
         software.

8.       All of the terms,  provisions  and  conditions  of the Lease are hereby
         incorporated herein and made a part hereof as if such terms, provisions
         and  conditions  were set forth in full in this  Certificate.  By their
         execution and delivery of this Certificate, the parties hereto reaffirm
         all of the terms, provisions and conditions of the Lease.

         IN WITNESS  WHEREOF,  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.

Refer S.O.# ADDITION VII/EQUIPMENT Athena International Ltd. Liability Co.
LIST # TFG-97242                    dba Athena International, LLC (Lessee)
-------------------                 By:              /s/
                                       --------------------------------
                                            Michael T. Landers
                                       --------------------------------
                                              (Name & Title)

                                    ACCEPTED BY:
                                    TELECOMMUNICATIONS FINANCE GRUOP
                                    AS OF THE 11 DAY OF July 1997

                                     By:             /s/
                                        --------------------------------
                                        Authorized Representative of
                                        Telecommunications Finance Group


<PAGE>




                             SCHEDULE I OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)
                              EOUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of July 25, 1994 between  Telecommunications  Finance Group, as Lessor,
and Athena  International Ltd. Liability Co. dba Athena  International,  LLC, as
Lessee, are described below and in the attached equipment list(s):

Equipment List
<TABLE>
<CAPTION>
<S>                      <C>                                                                                 <C>

          Number         Description                                                                              Amount
      ---------          -----------                                                                              ------
      DCO-481238         A Siemens Stromberg-Carlson                                                         $314,252.00
                         Digital  Central  Office  Carrier  Switch  Equipped and
                         Wired for I 152  Digital  Ports  (DCO-481238,  Issue 1,
                         Dated 05/19/94) with a New Basic Release 12.1 CMF, A
                         Used AMA Frame, SS7 with 800  Portability,  SS7 Spares,
                         One (1)  Additional  Pair of "A"  Links,  International
                         Operator  Service,  and  Route  by ANI  on any  700/800
                         Number Including Installation

       TFG-95029         ADDITION I                                                                           181,250.64
       TFG-96152         ADDITION II                                                                          164,516.10
       TFG-96181         ADDITION III                                                                         264,356.65
       TFG-97189         ADDITION IV                                                                           68,015.31
       TFG-97207         ADDITION V                                                                            63,595.58
       TFG-97216         ADDITION VI                                                                           87,896.85
       TFG-97242         ADDITION VII                                                                          89.193.68
                                                                                                           -------------
                                  TOTAL                                                                    $1,233,076.81
                                  =====                                                                    =============
</TABLE>

The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928

                       ACCEPTED BY:         /s/
                                   ----------------------
                       DATE:             5-12-97
                                   -----------------------------
                                         Dated:      July 25, 1994
                                       Revised:      April 24, 1995
                                       Revised:      July 23, 1996
                                       Revised:      December 2, 1996
                                       Revised:      January 13, 1997
                                       Revised:      February 25, 1997
                                       Revised:      March 25, 1997
                                       Revised:      May 7, 1997


<PAGE>



<TABLE>
<S>                                                                   <C>                           <C>

EQUIPMENT LIST #TFG-97242                                                                           DATED: May 7, 1997

COMPANY:                   Athena International Ltd. Liability Co.
                           dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      VII

PART NO./DESCRIPTION                                                   QUANTITY                        AMOUNT
--------------------                                                  ----------                      --------
    SS-C
   ------

A FULLY EQUIPPED DTF-04 FRAME
PER DCO-710015, DATED 01/23/97
(S.O.#071631) AS FOLLOWS:
        MATERIAL                                                       1 LOT                           60,787.00
        INSTALLATION                                                                                    9,100.00
        FREIGHT                                                                                           590.51

HENDRY FUSE PANEL PER DCO-710008,
ISSUE 02, DATED 12/06/96 (S.O.#071982)
AS FOLLOWS:
        MATERIAL                                                       1 LOT                            1,732.00
        LABOR                                                                                           1,900.00
        FREIGHT                                                                                            84.17

TOLL FREE NUMBER EXPANSION (S.O.#072119)                               1 LOT                           15,000.00
                                                                                                      ----------
                                                                       TOTAL                          $89,193.68
                                                                                                      ==========


</TABLE>



<PAGE>



<TABLE>
<S>                            <C>                                 <C>                                  <C>

SIEMENS

     Stromberg-Carlson

     INSTALLATION SITE: DENVER, CO

    PART NUMBER               DESCRIPTION                                                                 QTY
   ------------              ------------                                                                -----

                                                                   ITEM 01

                              DTF-O4 Frame Addition
                              ---------------------
        817577-900            Frame MG                                                                        1
        817577-901            MG, DS1 Host CUA                                                                6
        817577-902            MG, Basics PWBAs DS1 CUA                                                        6
        207600-225            Frame Weldment                                                                  1
        207800-079            Pkg Assy Front Door Mtg Hardware                                                1
        207800-080            Pkg Assy Rear Door Mtg Hardware                                                 1
        207600-158            Door Assembly, Right I/O                                                        2
        207600-159            Door Assembly, Left I/O                                                         2
        207600-721            PWBA Guide                                                                      6
        817560-606            PWBA, T1 Interface                                                             48
        817577-917            MG Blower w/Fan Alarm, Base                                                     1

                              PRT-00
                              -------
        817576-938            Mod Group, Circuit Breaker                                                      2
</TABLE>


         710015CO/1: 01/23/97                                 -1 -


<PAGE>



<TABLE>
<S>                              <C>                          <C>                                          <C>

SIEMENS

     Stromberg-Carlson

     INSTALLATION SITE: DENVER, CO

    PART NUMBER                 DESCRIPTION                                                                 QTY
   ------------                ------------                                                                 ---

                                                               ITEM 01 (CONT.)

                                Miscellaneous
                                -------------
    DSX-DR19                    Cross Connect Panel                                                             2
    202975-592                  Relay Rack (Lorain)                                                             1
    DOC-ADD                     Additions Documentation                                                         1

                                                               ITEM 02

                                LTF-01 Frame Addition
                                ---------------------
    814574-900                  MG Basic Frame Assy, LTF                                                        1
    814574-901                  MG Supervisory Panel Assy                                                       1
    814574-904                  MG Pkg Assy, Ejector Bar, Top                                                   1
    814574-903                  Mod Group Term Assy Power                                                       1
    207600-720                  PWBA Guide                                                                      1
    207600-210                  Pkg Assy, Frame Weldment                                                        1
    207600-014                  Pkg Assy, LTF Term Block EMC                                                    1
    814574-992                  MG Service Circuit CUA                                                          1
    814574-995                  PWBA Mod Group-Basic PWBA                                                       1
    207600-160                  Pkg Assy Front Door Mtg Hdw                                                     1
    207600-471                  Pkg Assy Rear Door Mtg Hdw                                                      1

</TABLE>


    710015CO/1: 01/23/97                                        -2-


<PAGE>




                     CERTIFICATE OF DELIVERY AND ACCEPTANCE

                                                 Commencement Date: June 2, 1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
Telecommunications   Finance  Group  ("Lessor")  by  Athena  International  Ltd.
Liability  Co. dba  Athena  International,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated:  July 25, 1994 between  Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.       The  Equipment  covered  by  this  Certificate  consists  of the  items
         described in Schedule 1 of Exhibit A of the Lease.

2.       Lessee  confirms that the items of Equipment  covered  hereby have been
         delivered  to it in good  working  order and  condition,  and have been
         inspected and accepted by Lessee as of the Commencement  Date set forth
         above.  Lessee hereby waives any right it may have under Section 2A-517
         of the Uniform  Commercial  Code or otherwise to revoke this acceptance
         for any  reason  whatsoever,  including  but not  limited  to,  (i) any
         assumption  by Lessee  that a  nonconformity  would be cured,  (ii) any
         inducement of acceptance by the Lessor's  assurances or any  difficulty
         to  discover a  nonconformity  before  acceptance,  or (iii) any Lessor
         default under the Lease.  Lessee further hereby waives its fights under
         Sections  2A-401 and 2A-402 of the Uniform  Commercial  Code to suspend
         performance of any of its  obligations  under the Lease with respect to
         the Equipment hereby accepted.

3.       Lessee  confirms that such items of Equipment  have been  installed at:
         910 15th Street, Suite 667, Denver, Colorado 80202-2928

4.       The  Lessor's  value of the items of  Equipment  covered  hereby is set
         forth in the  Schedule  I of  Exhibit  A.  Lessee  confirms  that  each
         installment of rent payable is as defined by the rental rate factor per
         thousand dollars as specified in Section 5 of the Lease.

5.       Lessee hereby:  (a) confirms that the items of Equipment covered hereby
         have been  inspected  by Lessee,  have been  delivered  in good working
         order  and  condition  and  are  of  the  size,  design,  capacity  and
         manufacture  selected  by it and meet the  provisions  of the  purchase
         order(s) with respect thereto:  and (b) irrevocably  accepts said items
         of Equipment "as-is,  where-is" for all purposes of the Lease as of the
         Commencement  Date set forth above and shall pursue remedies to correct
         deficiencies,   if  any,   in  said  items  of   equipment   under  the
         manufacturer's warranty provisions only.

6.       Lessee hereby  confirms:  (i) that no Default or Event of Default is in
         existence as of the  Commencement  Date set forth above,  nor shall any
         Default or Event of Default occur as a result of the lease by Lessee of
         the Equipment specified here-in;  and (ii) that all representations and
         warranties  of  Lessee  contained  in the Lease or in any  document  or
         certificate  furnished  Lessor  in  connection  herewith,  are true and
         correct as of the Commencement Date set forth above with the same force
         and effect as if made on such date.

TFGLA204.2.WPT


<PAGE>




7.       Lessee assumes sole responsibility for ensuring that the billing center
         can  correctly  read call  records.  Lessee's  responsibility  includes
         reading daily the automatic message/ticketing  accounting system and/or
         polling  systems  tape(s)  by the  billing  system to ensure all ticket
         information  is  present.  Risk  of  loss  for any  revenue  or  profit
         associated  therewith  passes to Lessee upon cutover of any hardware or
         software.

8.       All of the terms,  provisions  and  conditions  of the Lease are hereby
         incorporated herein and made a part hereof as if such terms, provisions
         and  conditions  were set forth in full in this  Certificate.  By their
         execution and delivery of this Certificate, the parties hereto reaffirm
         all of the terms, provisions and conditions of the Lease.

         IN WITNESS  WHEREOF,  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.

Refer S.O.# ADDITION VIII/EOUIPMENT      Athena International Ltd. Liability Co.
                                         dba Athena International, LLC (Lessee)

LIST #TFG-97253                                By:     /s/
                                                  -----------------------
                                                   Michael Landers, Pres.
                                                  -----------------------
                                                      (Name & Title)

                                               ACCEPTED BY:
                                               TELECOMMUNICATIONS FINANCE GROUP
                                               AS OF THE 11 DAY OF July 1997
                                               By:        /s/
                                                  ----------------------------

                                                  ----------------------------
                                               Authorized Representative of
                                               Telecommunications Finance Group

TFGLA204.3.WPT


<PAGE>




                             SCHEDULE 1 OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)
                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of July 25, 1994 between  Telecommunications  Finance Group, as Lessor,
and Athena  International Ltd. Liability Co. dba Athena  International,  LLC, as
Lessee, are described below and in the attached equipment list(s):

Equipment List
<TABLE>
<S>                        <C>                                                                              <C>

          Number           Description                                                                            Amount
         -------           -----------                                                                            ------
      DCO-481238           A Siemens Stromberg-Carlson                                                       $314,252.00
                           Digital  Central Office  Carrier Switch  Equipped and
                           Wired for 1152 Digital  Ports  (DCO-481238,  Issue 1,
                           Dated  05/19/94) with a New Basic Release 12.1 CMF, A
                           Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
                           One (1) Additional  Pair of "A" Links,  International
                           Operator  Service,  and  Route by ANI on any  700/800
                           Number Including Installation

       TFG-95029           ADDITION I                                                                         181,250.64
       TFG-96152           ADDITION II                                                                        164,516.10
       TFG-96181           ADDITION III                                                                       264,356.65
       TFG-97189           ADDITION IV                                                                         68,015.31
       TFG-97207           ADDITION V                                                                          63,595.58
       TFG-97216           ADDITION VI                                                                         87,896.85
       TFG-97242           ADDITION VII                                                                        89,193.68
       TFG-97253           ADDITION VIII                                                                       58,013.66
                                                                                                           -------------
                                  TOTAL                                                                    $1,291,090.47
                                  =====                                                                    =============
</TABLE>

The above described equipment installed at:

910 15th   Street,   Suite   667,
Denver,  Colorado  80202-2928

                                               ACCEPTED BY:      /s/
                                                            ----------------
                                               DATE:           6-6-97
                                                     -----------------------
                                               Dated:         July 25, 1994
                                               Revised:       April 24, 1995
                                               Revised:       July 23, 1996
                                               Revised:       December 2, 1996
                                               Revised:       January 13, 1997
                                               Revised:       February 25, 1997
                                               Revised:       March 25, 1997
                                               Revised:       May 7, 1997
                                               Revised:       June 11, 1997

TFGLA2G1-4.WIT


<PAGE>



<TABLE>
<S>                                                                    <C>                           <C>

EQUIPMENT LIST #TFG-97253                                                                           DATED: June 4, 1997

COMPANY:                   Athena International Ltd. Liability Co.
                           dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      VIII

PART NO./DESCRIPTION                                                   QUANTITY                       AMOUNT
--------------------                                                   --------                       ------
    SS-C
    SLU MULTI-TASKING PORT
ADDITION PER DCO-710017,
    ISSUE 01, DATED 02/05/97
    (S.O.#072091) AS FOLLOWS:
        MATERIAL                                                       1 LOT                         $ 456.00
        INSTALLATION                                                                                 2,500.00
        FREIGHT                                                                                         22.95

  SEA 96019 EXPANSION OF ROUTE GUIDE INDEXES
  TO 4096 PER DCO- 681122,  ISSUE 01,
  DATED 07/09/96; RELEASE 15.0 RTU STARTUP
  (S.O.#072300) AS FOLLOWS:

        MATERIAL                                                       1 LOT                          55,000.00
        FREIGHT                                                                                           34.71
                                                                                                     ----------
                                                                       TOTAL                         $58,013.66
                                                                      ======                         ==========

TFGLA204.5.WPT
</TABLE>

<PAGE>



<TABLE>
<S>                                  <C>                                                                <C>

SIEMENS
STROMBERG-CARLSON
         INSTALLATION SITE: DENVER, CO

         PART NUMBER DESCRIPTION
         -----------------------                                                                        QTY
                                                                                                        ---
                                     Switching Equipment

                                     ITEM 01
                                     SLU PWBA (CMF-00)
         814722-216                  PWBA, SLU Panel RS232                                                1
         207630-857                  Package Assy, Module Hardware                                        1
         825079                      Multi-Tasking Software                                               2


NOTE: Each SLU PWBA has two ports on it, therefore two multi-tasking software ports are shown.
</TABLE>


710017CO/1: 02/05/97                                    2


<PAGE>




                     CERTIFICATE OF DELIVERY AND ACCEPTANCE

                                            Commencement Date: September 2, 1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
Telecommunications   Finance  Group  ("Lessor")  by  Athena  International  Ltd.
Liability  Co. dba  Athena  International,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated:  July 25, 1994 between  Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.       The  Equipment  covered  by  this  Certificate  consists  of the  items
         described in Schedule I of Exhibit A of the Lease.

2.       Lessee  confirms that the items of Equipment  covered  hereby have been
         delivered  to it in good  working  order and  condition,  and have been
         inspected and accepted by Lessee as of the Commencement  Date set forth
         above.  Lessee hereby waives any right it may have under Section 2A-517
         of the Uniform  Commercial  Code or otherwise to revoke this acceptance
         for any  reason  whatsoever,  including  but not  limited  to,  (i) any
         assumption  by Lessee  that a  nonconformity  would be cured,  (ii) any
         inducement of acceptance by the Lessors assurances or any difficulty to
         discover a nonconformity before acceptance, or (iii) any Lessor default
         under the Lease. Lessee further hereby waives its rights under Sections
         2A-401 and 2A-402 of the Uniform Commercial Code to suspend performance
         of any of its obligations under the Lease with respect to the Equipment
         hereby accepted.

3.       Lessee  confirms that such items of Equipment  have been  installed at:
         910 1Sth Street, Suite 667, Denver, Colorado 80202-2928

4.       The  Lessor's  value of the items of  Equipment  covered  hereby is set
         forth in the  Schedule  I of  Exhibit  A.  Lessee  confirms  that  each
         installment of rent payable is as defined by the rental rate factor per
         thousand dollars as specified in Section 5 of the Lease.

5.       Lessee hereby:  (a) confirms that the items of Equipment covered hereby
         have been   inspected  by Lessee,  have been  delivered in good working
         order  and  condition  and  are  of  the  size,  design,  capacity  and
         manufacture  selected  by it and meet the  provisions  of the  purchase
         order(s) with respect thereto:  and (b) irrevocably  accepts said items
         of Equipment "as-is,  where-is" for all purposes of the Lease as of the
         Commencement  Date set forth above and shall pursue remedies to correct
         deficiencies,   if  any,   in  said  items  of   equipment   under  the
         manufacturer's warranty provisions only.

6.       Lessee hereby  confirms:  (i) that no Default or Event of Default is in
         existence as of the  Commencement  Date set forth above,  nor shall any
         Default or Event of Default occur as a result of the lease by Lessee of
         the Equipment specified here-in;  and (ii) that all representations and
         warranties  of  Lessee  contained  in the Lease or in any  document  or
         certificate  furnished  Lessor  in  connection  herewith,  are true and
         correct as of the Commencement Date set forth above with the same force
         and effect as if made on such date.


<PAGE>




7.       Lessee assumes sole responsibility for ensuring that the billing center
         can  correctly  read call  records.  Lessee's  responsibility  includes
         reading daily the automatic message/ticketing  accounting system and/or
         polling  systems  tape(s)  by the  billing  system to ensue all  ticket
         information  is  present.  Risk  of  loss  for any  revenue  or  profit
         associated  therewith  passes to Lessee upon cutover of any hardware or
         software.

8.       All of the terms,  provisions  and  conditions  of the Lease are hereby
         incorporated herein and made a part hereof as if such terms, provisions
         and  conditions  were set forth in full in this  Certificate.  By their
         execution and delivery of this Certificate, the parties hereto reaffirm
         all of the terms, provisions and conditions of the Lease.

         IN WITNESS  WHEREOF,  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.

Refer S.O.# ADDITION IX/EQUIPMENT        Athena International Ltd. Liability Co.

                                         dba Athena
                                         International, LLC (Lessee)

LIST #TFG-97284                   By:      /s/
                                  -----------------------------
                                  Michael Landers President
                                  -----------------------------
                                        (Name & Title)

                                  ACCEPTED BY:
                                  TELECOMMUNICATIONS FINANCE GROUP
                                  AS OF THE 13 DAY OF October 1997
                                  By:          /s/
                                  --------------------------------

                                  --------------------------------
                                  Authorized Representative of
                                  Telecommunications Finance Group


<PAGE>


<TABLE>
<S>                                                                   <C>                                    <C>


                                  ATTACHMENT A

EQUIPMENT LIST #TFG-97253                                                                        DATED: June 4, 1997
------------------------
COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      VIII

PART NO./DESCRIPTION                                                   QUANTITY                                AMOUNT
--------------------                                                   --------                                ------
    SS-C
    ----
    SLU MULTI-TASKING PORT
ADDITION PER DCO-710017,
    ISSUE 01, DATED 02/05/97
    (S.O.#072091) AS FOLLOWS:
        MATERIAL                                                       1 LOT                                  $ 456.00
        INSTALLATION                                                                                          2,500.00
        FREIGHT                                                                                                  22.95

    SEA 96019  EXPANSION OF ROUTE
    GUIDE  INDEXES TO 4096 PER DCO- 681122,
    ISSUE 01, DATED 07/09/96;
    RELEASE 15.0 RTU STARTUP
    (S.O.#072300) AS FOLLOWS:

        MATERIAL                                                       1 LOT                                 55,000.00
        FREIGHT                                                                                                  34.71
                                                                                                            ----------
                                                                       TOTAL                                $58,013.66
                                                                       =====                                ==========
</TABLE>
TFGLA2045.WPT


<PAGE>


<TABLE>
<S>                                     <C>                               <C>            <C>             <C>         <C>


                                                                                        OCC CONTRACT
SIEMENS

STROMBERG-CARLSON

400 Rinehart Road
Lake Mary,  Florida  32746
(407)942-5000
Buyer       ATHENA                                                                       DATE: 02/05/97
                     INSTALLATION SITE: DENVER, CO____________
                     _________________________________________



         This Contract is subject to the terms and conditions set forth herein, and includes the following:
         1. Continuation pages 2, 3 and 4 which include a Disclaimer of Warranties and a Software Product License.
         2. Technical Proposal No. -------------------------------,Issue -----------, dated ----------,
         3. Payment Terms:
            100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
            100% of installation price upon installation turnover.

         DCO-710017                                                    1                        02/05/97              Delivery
                                                                                                                     (Month ARO)
    Item                               Description                         Quantity    Unit Price        Total        Schedule
  -------                             -------------                        --------    ----------        -----       ----------

    01                       Proposal for a SLU Multi-tasking Port
                             Addition, per DCO-710017, Issue 01,
                             dated 02/05/97. (Includes Toll-
                             Material                                                                    $456
                                    Installation                                                        2,500
                                                                                                       ------
                             TOTAL                                                                     $2,956
                                                                                                       ======
                                                                                                                                 .


NOTE: This Contract is agreed to for item(s):01        Siemens Stromberg-Carlson Home Office
                                                       Acceptance

                                                       Receipt of $__________________from
 [ILLEGIBLE]                                           Buyer is Hereby Acknowledged
                                                       By:______________________________

</TABLE>

<PAGE>



                             SCHEDULE I OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)
                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of July 25, 1994 between  Telecommunications  Finance Group, as Lessor,
and Athena  International Ltd. Liability Co. dba Athena  International,  LLC, as
Lessee,  are described below and in the attached  equipment  list(s):
Equipment List
--------------
<TABLE>
<S>                      <C>                                                                             <C>

          Number          Description                                                                          Amount
          ------          -----------                                                                          ------

       DCO-481238        A Siemens Stromberg-Carlson Digital Central                                      $314,252.00
                         Office  Carrier  Switch  Equipped  and  Wired  for 1152
                         Digital  Ports  (DCO-481238,  Issue 1, Dated  05/19/94)
                         with a New Basic  Release  12.1 CMF,  A Used AMA Frame,
                         SS7  with  800   Portability,   SS7  Spares,   One  (1)
                         Additional  Pair of "A" Links,  International  Operator
                         Service,  and  Route  by  ANI  on  any  700/800  Number
                         Including Installation

       TFG-95029         ADDITION I                                                                           181,250.64
       TFG-96152         ADDITION II                                                                          164,516.10
       TFG-96181         ADDITION III                                                                         264,356.65
       TFG-97189         ADDITION IV                                                                           68,015.31
       TFG-97207         ADDITION V                                                                            63,595.58
       TFG-97216         ADDITION VI                                                                           87,896.85
       TFG-97242         ADDITION VII                                                                          89,193.68
       TFG-97253         ADDITION VIII                                                                         58,013.66
       TFG-97284         ADDITION IX                                                                           93,500.00
                                                                                                           -------------
                                  TOTAL                                                                    $1,384,590.47
                                 =======                                                                   =============

The above described equipment installed at:

910 15th Street, Suite 667, Denver, Colorado 80202-2928
                                            Accepted By:        /s/
                                                        ---------------------
                                                   DATE:       9-8-97
                                                        ---------------------
                                                                                Dated:           July 25, 1994
                                                                                Revised:         April 24, 1995
                                                                                Revised:         July 23, 1996
                                                                                Revised:         December 2, 1996
                                                                                Revised:         January 13, 1997
                                                                                Revised:         February 25, 1997
                                                                                Revised:         March 25, 1997
                                                                                Revised:         May 7, 1997
                                                                                Revised:         June 11, 1997
                                                                                Revised:         September 3, 1995

</TABLE>

<PAGE>


<TABLE>
<S>                                                                  <C>                            <C>


EQUIPMENT LIST #TFG-97284                                                                            DATED: September 3, 1997
-------------------------
COMPANY:    Athena International Ltd. Liability Co.
            dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      IX

PART NO./DESCRIPTION                                                 QUANTITY                                 AMOUNT
--------------------                                                 --------                                 ------
     THIRD PARTY VENDOR - TELEFLEX
     -----------------------------
EQUIPMENT AS FOLLOWS:                                                1 LOT                                  $93,500.00
P133-8 INTELINK W/8 DIALOGIC BOARDS                                  1 LOT                                  ----------
D240SC=T1 CARD                                                       2
DTI/240SC CARD                                                       2

                                                                     TOTAL                                  $93,500.00
                                                                     =====                                  ==========
</TABLE>

<PAGE>




                     CERTIFICATE OF DELIVERY AND ACCEPTANCE

                                            Commencement Date: December 2, 1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
Telecommunications   Finance  Group  ("Lessor")  by  Athena  International  Ltd.
Liability  Co. dba  Athena  International,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated:  July 25, 1994 between  Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.       The  Equipment  covered  by  this  Certificate  consists  of the  items
         described in Schedule I of Exhibit A of the Lease.

2.       Lessee  confirms that the items of Equipment  covered  hereby have been
         delivered  to it in good  working  order and  condition,  and have been
         inspected and accepted by Lessee as of the Commencement  Date set forth
         above.  Lessee hereby waives any right it may have under Section 2A-517
         of the Uniform  Commercial  Code or otherwise to revoke this acceptance
         for any  reason  whatsoever,  including  but not  limited  to,  (i) any
         assumption  by Lessee  that a  nonconformity  would be cured,  (ii) any
         inducement of acceptance by the Lessor's  assurances or any  difficulty
         to  discover a  nonconformity  before  acceptance,  or (iii) any Lessor
         default under the Lease.  Lessee further hereby waives its rights under
         Sections  2A-401 and 2A-402 of the Uniform  Commercial  Code to suspend
         performance of any of its  obligations  under the Lease with respect to
         the Equipment hereby accepted.

3.       Lessee  confirms that such items of Equipment  have been  installed at:
         910 15th Street, Suite 667, Denver, Colorado 80202-2928

4.       The  Lessor's  value of the items of  Equipment  covered  hereby is set
         forth in the  Schedule  I of  Exhibit  A.  Lessee  confirms  that  each
         installment of rent payable is as defined by the rental rate factor per
         thousand dollars as specified in Section 5 of the Lease.

5.       Lessee hereby:  (a) confirms that the items of Equipment covered hereby
         have been  inspected  by Lessee,  have been  delivered  in good working
         order  and  condition  and  are  of  the  size,  design,  capacity  and
         manufacture  selected  by it and meet the  provisions  of the  purchase
         order(s) with respect thereto:  and (b) irrevocably  accepts said items
         of Equipment "as-is,  where-is" for all purposes of the Lease as of the
         Commencement  Date set forth above and shall pursue remedies to correct
         deficiencies,   if  any,   in  said  items  of   equipment   under  the
         manufacturer's warranty provisions only.

6.       Lessee hereby  confirms:  (i) that no Default or Event of Default is in
         existence as of the  Commencement  Date set forth above,  nor shall any
         Default or Event of Default occur as a result of the lease by Lessee of
         the Equipment specified here-in;  and (ii) that all representations and
         warranties  of  Lessee  contained  in the Lease or in any  document  or
         certificate  furnished  Lessor  in  connection  herewith,  are true and
         correct as of the Commencement Date set forth above with the same force
         and effect as if made on such date.


<PAGE>




                             SCHEDULE 1 OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)
                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of July 25, 1994 between  Telecommunications  Finance Group, as Lessor,
and Athena  International Ltd. Liability Co. dba Athena  International,  LLC, as
Lessee,  are described below and in the attached  equipment  list(s):  Equipment
List

<TABLE>
<S>                        <C>                                                                              <C>

          Number           Description                                                                            Amount
          ------           -----------                                                                            ------
      DCO-481238           A Siemens Stromberg-Carlson                                                       $314,252.00
                           Digital  Central Office  Carrier Switch  Equipped and
                           Wired for 1152 Digital  Ports  (DCO-481238,  Issue 1,
                           Dated  05/19/94) with a New Basic Release 12.1 CMF, A
                           Used AMA Frame, SS7 with 800 Portability, SS7 Spares,
                           One (1) Additional  Pair of "A" Links,  International
                           Operator  Service,  and  Route by ANI on any  700/800
                           Number Including Installation

       TFG-95029           ADDITION I                                                                         181,250.64
       TFG-96152           ADDITION II                                                                        164,516.10
       TFG-96181           ADDITION III                                                                       264,356.65
       TFG-97189           ADDITION IV                                                                         68,015.31
       TFG-97207           ADDITION V                                                                          63,595.58
       TFG-97216           ADDITION VI                                                                         87,896.85
       TFG-97242           ADDITION VII                                                                        89,193.68
       TFG-97253           ADDITION VIII                                                                       58,013.66
       TFG-97284           ADDITION IX                                                                         93,500.00
       TFG-98018           ADDITION X                                                                         220,193.11
                                                                                                           -------------
                                  TOTAL                                                                    $1,604,783.58
                                  =====                                                                    =============
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928

                                                   ACCEPTED BY:         /s/
                                                               ----------------------
                                                   DATE:        March 2, 1998
                                                        -----------------------------

                                                                                Dated:           July 25, 1994
                                                                                Revised:         April 24, 1995
                                                                                Revised:         July 23, 1996
                                                                                Revised:         December 2, 1996
                                                                                Revised:         January 13, 1997
                                                                                Revised:         February 25, 1997
                                                                                Revised:         March 25, 1997
                                                                                Revised:         May 7, 1997
                                                                                Revised:         June 11, 1997
                                                                                Revised:         September 3, 1997
                                                                                Revised:         February 27, 1998

</TABLE>

<PAGE>


<TABLE>
<S>                                                                    <C>                             <C>

EQUIPMENT LIST #TFG-98018                                                               DATED: February 27, 1998
-------------------------
COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      X

PART NO./DESCRIPTION                                                   QUANTITY                         AMOUNT
--------------------                                                   --------                         ------
        STN
        ---
RESTRUCTURE CHARGES                                                                                   $ 44,193.11
        THIRD PARTY VENDOR - TELESELECT
VTS-60 MODEL NUMBER: 300-Y-ITS INCLUDING:                                   1 LOT                      176,000.00
TSG VTS TERMINATION SOFTWARE PACKAGE,                                                                 -----------
 S/N VS97R0l-R02                                                                2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011                                      2
DIALOGIC DTI300SC COM BDS, S/N CZ034563,
 CZ021715                                                                       2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
 CZ034439                                                                       6
DATAKINETICS PCCS6 SS7 BD, S/N 01170                                            1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
 7251281, 7251278                                                               6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166                                  12
RAD KVF,5-T1S VOICE/FAX, S/N 7428554-57,
 559-563, 7414236-237, 231, 245, 7411674-76)                                   16
RAD DXC HIGH SPEED I/O BOARDS, S/N 735504-
 510, 512, 497, 7290936-938                                                    12
RAD DKC T1/E 1 DIGITAL CROSS CONNECT,
 S/N 7440573-574                                                                2
19" RACK, S/N 978721                                                            1
UNINTERRUPTIBLE POWER SOURCE (UPS),
 S/N 971355                                                                     2
RAD MBE ETHERNET BRIDGE, S/N 7455186 &
 7430875                                                                        2
CSU/DSU, S/N 9711010-011                                                        2

                                                                       TOTAL                          $220,193.11
                                                                       =====                          ===========
</TABLE>


<PAGE>




7.       Lessee assumes sole responsibility for ensuring that the billing center
         can  correctly  read call  records.  Lessee's  responsibility  includes
         reading daily the automatic message/ticketing  accounting system and/or
         polling  systems  tape(s)  by the  billing  system to ensure all ticket
         information  is  present.  Risk  of  loss  for any  revenue  or  profit
         associated  therewith  passes to Lessee upon cutover of any hardware or
         software.

8.       All of the terms,  provisions  and  conditions  of the Lease are hereby
         incorporated herein and made a part hereof as if such terms, provisions
         and  conditions  were set forth in full in this  Certificate.  By their
         execution and delivery of this Certificate, the parties hereto reaffirm
         all of the terms, provisions and conditions of the Lease.

         IN WITNESS  WHEREOF,  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.
                                                       /s/
Refer S.O.# ADDITION X/EQUIPMENT         Athena International Ltd. Liability Co.
                                         dba Athena International, LLC (Lessee)

LIST #TFG-98018                           By:   /s/ Kevin H. Pollard
                                             ----------------------------------
                                                   President + CEO
                                             ----------------------------------
                                                    (Name & Title)

                                         ACCEPTED BY:
                                         TELECOMMUNICATIONS FINANCE GROUP
                                         AS OF THE 14 DAY OF APRIL 1998
                                          By:              /s/
                                             ----------------------------------

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

                                         Authorized Representative of
                                         Telecommunications Finance Group

TFGLA204-3WPT


<PAGE>




                          ASSIGNMENT OF PURCHASE ORDER

         This  Assignment  between  Athena   International  Ltd. Liability  Co.
     dba  Athena   International,   LLC  ("Company")  and
     Telecommunications Finance Group ("Lessor").
         WHEREAS, the Company and Lessor have, or will shortly, execute a Lease
     Agreement ("Lease");
     and
         WHEREAS,  the Company has  executed  and  delivered a certain  purchase
     contract covering the property described therein (the "Equipment"),  a copy
     of which  purchase  contract is attached  hereto as Attachment A ("Purchase
     Order"); and

         WHEREAS,  the Company desires to assign to Lessor all of its rights and
     interests under the Purchase Order for that equipment listed on Schedule 1,
     as  amended  from time to time,  of  Exhibit A of the Lease so that  Lessor
     might purchase and take title to such equipment in the Company's stead.

         NOW, THEREFORE, for valuable consideration,  receipt of which is hereby
     acknowledged, the parties hereto agree as follows:
     1. This Assignment  shall  be  effective   as  of  the  date   the  Company
     executes  Exhibit  A  entitled "Certificate of Delivery and Acceptance" of
     the Lease.

     2.  The  Company  (a)  represents  and  warrants  that the  Purchase  Order
     constitutes the entire understanding of the parties thereto with respect to
     the purchase and sale of the Equipment covered thereby;  (b) hereby assigns
     to Lessor all of its rights  under the Purchase  Order as to the  equipment
     listed on  Schedule  1, as amended  from time to time,  of Exhibit A of the
     Lease;  (c) hereby  assigns to Lessor and Lessor hereby assumes and agrees,
     so  long as a  Company  complies  with  the  provisions  of the  Lease  and
     otherwise  performs its  obligations  under the Purchase  Order, to perform
     Company's  obligations  under  the  Purchase  Order to pay the price of the
     equipment  listed on Schedule 1, as amended from time to time, of Exhibit A
     of the Lease;  and (d)  represents  and warrants that neither notice to nor
     consent  from the  respective  vendor is  required in  connection  with the
     execution,  delivery and performance of this Assignment or for the validity
     or enforceability of this Assignment.

     3. Pursuant to this Assignment,  the Company hereby agrees with Lessor that
     the Company shall  continue to be  responsible  for the  performance of all
     obligations under the Purchase Order,  except for, subject to the condition
     provided in Paragraph 1 above,  the obligation to pay the price as provided
     in Paragraph 2 above, and the Company agrees to hold harmless and indemnify
     Lessor  from all  liability,  loss,  damage,  and expense  arising  from or
     directly or indirectly attributable to such obligations.

         IN WITNESS  WHEREOF,  the parties have duly  executed  this  Assignment
     under  seal by their  authorized  representatives  as of the date  opposite
     their respective signatures.

                                  Athena International Ltd. Liability Co.
                                  dba Athena International, LLC (Lessee)
                                  By:              /s/
                                     ----------------------------------
                                         Michael Landers, President
                                     ----------------------------------
                                           Name & Title
                                  Date Signed:

                                  TELECOMMUNICATIONS FINANCE GROUP
                                  By:         /s/
                                     ---------------------------------

                                     ---------------------------------
                                  Authorized Representative of
                                  Telecommunications Finance Group
                                  Date Signed:     10/13/97
                                              ------------------

<PAGE>

<TABLE>
<S>                             <C>                                       <C>                          <C>



                                  ATTACHMENT A
                               ("PURCHASE ORDER")

    EQUIPMENT LIST #TFG-97284                                                               DATED: September 3, 1997
    -------------------------
    COMPANY:       Athena International Ltd. Liability Co.
                   dba Athena International, LLC
    SITE LOCATION: Denver, Colorado
    ADDITION:      IX

    PART NO./DESCRIPTION                                                  QUANTITY                        AMOUNT
    --------------------                                                  --------                        ------
           THIRD PARTY VENDOR- TELEFLEX
    EQUIPMENT AS FOLLOWS:                                                 1 LOT                         $93,500.00
                                                                                                        ----------
    P133-8 INTELINK W/8 DIALOGIC BOARDS                                   1 LOT
    D240SC-T1 CARD                                                        2
    DTI/240SC CARD                                                        2

                                                                          TOTAL                         $93,500.00
                                                                          =====                         ==========
</TABLE>

<PAGE>




                          ASSIGNMENT OF PURCHASE ORDER

     This Assignment between Athena  International Ltd. Liability Co. dba Athena
International,  LLC ("Company") and Telecommunications Finance Group ("Lessor").

     WHEREAS,  the Company and Lessor  have,  or will  shortly,  execute a Lease
Agreement ("Lease"); and

     WHEREAS, the Company has executed and delivered a certain purchase contract
covering  the property  described  therein  (the  "Equipment"),  a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and

     WHEREAS,  the  Company  desires  to assign to Lessor  all of its rights and
interests  under the Purchase Order for that equipment  listed on Schedule 1, as
amended  from  time to time,  of  Exhibit A of the  Lease so that  Lessor  might
purchase and take title to such equipment in the Company's stead.

     NOW,  THEREFORE,  for  valuable  consideration,  receipt of which is hereby
acknowledged,  the parties hereto agree as follows:

1.  This  Assignment  shall be  effective  as of the date the  Company  executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.

2. The Company (a) represents  and warrants that the Purchase Order  constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment  covered thereby;  (b) hereby assigns to Lessor all of its
rights under the  Purchase  Order as to the  equipment  listed on Schedule 1, as
amended  from time to time,  of  Exhibit A of the Lease;  (c) hereby  assigns to
Lessor and Lessor hereby assumes and agrees,  so long as a Company complies with
the  provisions of the Lease and otherwise  performs its  obligations  under the
Purchase Order, to perform Company's obligations under the Purchase Order to pay
the price of the  equipment  listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease;  and (d)  represents and warrants that neither notice
to nor consent from the  respective  vendor is required in  connection  with the
execution,  delivery and  performance of this  Assignment or for the validity or
enforceability of this Assignment.

3. Pursuant to this  Assignment,  the Company hereby agrees with Lessor that the
Company shall continue to be responsible  for the performance of all obligations
under the  Purchase  Order,  except for,  subject to the  condition  provided in
Paragraph 1 above,  the  obligation  to pay the price as provided in Paragraph 2
above,  and the Company  agrees to hold harmless and  indemnify  Lessor from all
liability,  loss,  damage,  and expense  arising from or directly or  indirectly
attributable to such obligations.

     IN WITNESS  WHEREOF,  the parties have duly executed this Assignment  under
seal  by  their  authorized  representatives  as  of  the  date  opposite  their
respective signatures.

                                   Athena International Ltd. Liability Co.
                                   dba Athena International LLC (Lessee)
                                   By:               /s/
                                      -----------------------------------
                                            Michael Landers, Pres.
                                      -----------------------------------
                                   Date Signed: Name & Title   6-6-97
                                               --------------------------
                                   TELECOMMUNICATIONS FINANCE GROUP
                                   By:            /s/
                                      -----------------------------------

                                      -----------------------------------
                                   Authorized Representative of
                                   Telecommunications Finance Group
                                   Date Signed:        7/11/97
                                               --------------------------
TYGLA2049WPT


<PAGE>

<TABLE>
<S>               <C>          <C>                                            <C>      <C>               <C>

                                    SIEMENS
                               STROMBERG-CARLSON

                                                                                                             CONTRACT
                                                                                                           CONTINUATION
                                                                                                              SHEET


                ATHENA                                                                    DCO-710017
                                                                                          Issue: 01
                                                                                          Date: 02/05/97

                                                                                          Page 1a

  Item                          Description                                   Qty. Unit Pr.             Total
  --------------------------------------------------------------------------------------------------------------

              NOTES:

              Siemens  Stromberg-Carlson   reserves  the  right  to  change  the
              hardware  elements  in  accordance  with our  ongoing  development
              program.  The  hardware  necessary  to support  the  functionality
              specified will be provided at time of shipment in accordance  with
              our then current hardware configuration policy.

              PRICES DO NOT INCLUDE TAXES AND FREIGHT.




SSC 380-034 (2/96)                                                                        -initial-


</TABLE>

<PAGE>
    SIEMENS                                                         OCC CONTRACT
    Stromberg-Carlson
    400 Rinehart Road
    Lake Mary, Florida 32748
    (407) 942-5000

  Buyer:   Athena                                                       07/09/96
                                                                Date: Denver, CO
  ----------------------
  ----------------------                                      INSTALLATION SITE:

    This Contract is subject to the terms and conditions  set forth herein,  and
    includes the  following:  1.  Continuation  pages 2, 3 and 4 which include a
    Disclaimer of Warranties and a Software Product License.
    2. Technical Proposal No. DCO-681122, Issue 1, dated 07/09/96
    3. Payment Terms:
    o  100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
    o  100% of installation price upon installation turnover.

<TABLE>
<CAPTION>
                                                                                                                          Delivery
                                                                                                                        (Month-ARO)
 ITEM                                     DESCRIPTION                            QUANTITY         Unit Price      Total   Schedule
 ----                                     -----------                            --------         ----------      -----   --------
<S>                 <C>                  <C>                                       <C>             <C>

    01                                   Proposal for SEA 96019 Expansion of
                                         Route Guide Indexes to 4096 from current
                                         512 - Requires Release 15.0, item 02
                                         per DCO-681122, Issue 01,
                                         dated 07/09/96.
                                         Material                                  $25,000 per network
                                         Installation                                        0
                                         TOTAL                                     $25,000 per network

      02            Release 15.0 RTU
                     Startup
                                                            Material                                $30,000 per site
                                                       Installation                                         0
                                                       TOTAL                                        $30,000 per site
                    (continued on page 1a)
</TABLE>


NOTE:  This form must be signed and  returned by Buyer  within _____ days of the
first date above written.

<TABLE>
<CAPTION>

<S>                                                        <C>

This  Contract  is agreed to for  item(s):  ______         Siemens Stromberg-Carloson Home Office
__________________________________________________         Acceptance
__________________________________________________         By:____________________________________
    Authorized Representative & Title                                                        Date
For:______________________________________________         Receipt of $________________________from
          (Buyer/Licensee)                                 Buyer is Hereby Acknowledged
                                                           By:____________________________________
</TABLE>


                                                                    CONTRACT
  SIEMENS                                                           CONTINUATION
  Stromberg-Carlson                                                 SHEET
  400 Rinehart Road
  Lake Mary, Florida 32748
  (407) 942-5000
  Athena                                 DC0-681122
                                         Issue: 01
                                         Date: 07/09/96
                                                                         Page 1a

<TABLE>
<CAPTION>

Item                     Description             Qty.     Unit Pr.         Total

<S>               <C>                               <C>                   <C>
  03              Item 02 requires EJH processor
                  if not already equipped.
                                                     Material             per site
                                                     Installation         per site
                                                     TOTAL                per site
</TABLE>

NOTES:

If  PURCHASED,  A 10%  DEPOSIT  IS  REQUIRED  ON ORDER  ENTRY.  IF  LEASED  FROM
TELECOMMUNICATIONS  FINANCE GROUP, A 5% DEPOSIT IS REQUIRED ON ORDER ENTRY. THIS
5% DEPOSIT WILL BE APPLIED AGAINST LEASE PAYMENTS.

Siemens Stromberg-Carlson  reserves the right to change the hardware elements in
accordance  with our ongoing  development  program.  The  hardware  necessary to
support  the  functionality  specified  will be  provided at time of shipment in
accordance with our then current hardware configuration policy.

PRICES DO NOT INCLUDE TAXES AND FREIGHT.

<PAGE>

                          ASSIGNMENT OF PURCHASE ORDER

     This Assignment between Athena  International Ltd. Liability Co. dba Athena
International,  LLC ("Company") and Telecommunications Finance Group ("Lessor").
WHEREAS, the Company and Lessor have, or will shortly, execute a Lease Agreement
("Lease");  and  WHEREAS,  the  Company  has  executed  and  delivered a certain
purchase contract covering the property described therein (the  "Equipment"),  a
copy of which  purchase  contract is attached  hereto as Attachment A ("Purchase
Order"); and
     WHEREAS,  the  Company  desires  to assign to Lessor  all of its rights and
interests  under the Purchase Order for that equipment  listed on Schedule 1, as
amended  from  time to time,  of  Exhibit A of the  Lease so that  Lessor  might
purchase and take title to such equipment in the Company's stead.
     NOW,  THEREFORE,  for  valuable  consideration,  receipt of which is hereby
acknowledged,  the parties hereto agree as follows:
     1. This Assignment  shall be effective as of the date the Company  executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.
     2.  The  Company  (a)  represents  and  warrants  that the  Purchase  Order
constitutes the entire  understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its  rights  under  the  Purchase  Order as to the  equipment  listed  on
Schedule l, as amended from time to time, of Exhibit A of the Lease;  (c) hereby
assigns to Lessor and Lessor  hereby  assumes and  agrees,  so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform  Company's  obligations  under the Purchase
Order to pay the price of the  equipment  listed on Schedule I, as amended  from
time to time, of Exhibit A of the Lease;  and (d)  represents  and warrants that
neither  notice  to nor  consent  from the  respective  vendor  is  required  in
connection  with the execution,  delivery and  performance of this Assignment or
for the  validity or  enforceability  of this  Assignment.
     3. Pursuant to this Assignment,  the Company hereby agrees with Lessor that
the  Company  shall  continue  to be  responsible  for  the  performance  of all
obligations  under the  Purchase  Order,  except for,  subject to the  condition
provided in Paragraph 1 above,  the  obligation  to pay the price as provided in
Paragraph 2 above,  and the Company agrees to hold harmless and indemnify Lessor
from all  liability,  loss,  damage,  and  expense  arising  from or directly or
indirectly  attributable to such  obligations.
     IN WITNESS  WHEREOF,  the parties have duly executed this Assignment  under
seal  by  their  authorized  representatives  as  of  the  date  opposite  their
respective signatures.

                                       Athena International Ltd. Liability Co.
                                       dba Athena International LLC (Lessee)


                                        By:
                                            ------------------------------------
                                            ------------------------------------
                                        Date Signed:    5/12/97
                                                    ----------------------------

                                        TELECOMMUNICATIONS FINANCE GROUP
                                        By:          CC CALLOWAY
                                           -------------------------------------
                                        Authorized Representative of
                                        Telecommunications Finance Group
                                        Date Signed:


<PAGE>

                                  ATTACHMENT A

EQUIPMENT LIST #TFG-97242                                     DATED: May 7, 1997

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      VII
<TABLE>
<CAPTION>

PART NO./DESCRIPTION                                QUANTITY                      AMOUNT
--------------------                                --------                      ------
    SS-C
<S>                  <C>                            <C>                      <C>
A FULLY EQUIPPED DTF-04 FRAME
PER DCO-710015, DATED 01/23/97
(S.O.#071631) AS FOLLOWS:
        MATERIAL                                       1 LOT                   $ 60,787.00
        INSTALLATION                                                               ,100.00
        FREIGHT                                                                     590.51

HENDRY FUSE PANEL PER DCO-710008,
ISSUE 02, DATED 12/06/96 (S.O.#071982)
AS FOLLOWS:
        MATERIAL                                         LOT                      1,732.00
        LABOR                                                                     1,900.00
        FREIGHT                                                                      84.17

TOLL FREE NUMBER EXPANSION (S.O.#072119)               1 LOT                     15,000.00
                                 ------                -                         ---------

                                                    TOTAL                        89,193.68
                                                                                 =========

</TABLE>

TFGLA204-SWPT


<PAGE>
                                                                    OCC CONTRACT
SIEMENS
Stromberg-Carlson
 400 Rinehart Road
Lake Mary, Florida 32748
(407) 242-5000 ATHENA                                                  01/23/97
     Buyer ________________________                            DATE: Denver, CO
           ________________________          INSTALLATION SITE:________________
           ________________________          __________________________________

This  Contract  is subject to the terms and  conditions  set forth  herein,  and
includes the following:

1.   Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and
     a Software Product License.

2.   Technical Proposal No. DCO-710015 , Issue 1 ,dated 01/23/97

3.   Payment Terms:

     100% Of equipment price upon delivery,  F.O.B.  Lake Mary,  Florida 100% of
     installation price upon installation turnover.

<TABLE>
<CAPTION>
                                                                                                   Delivery
                                                                                                   (Month ARO)
 Item                  Description                   Quantity    Unit Price            Total       Schedule
 ----                  ------------                  --------    ----------            -----       ----------



<S>                    <C>                                       <C>
   01                  Proposal for a fully equipped
                       DTF-04 Frame, per DC0-710015,
                       dated 01/23/97.
                       Material                                                     $60,787
                       Installation                                                   9,100
                       TOTAL                                                        $69,887

   02                  LTF Frame Service
                       Circuit Addition       Material
                             Installation
                             TOTAL
                             (continued on page 1a)
                                                                               30
</TABLE>

NOTE:  This form must be signed and  returned by Buyer  within days of the first
date above written.

           This Contract is agreed to for item(s):    01 only

<TABLE>
<CAPTION>

<S>                                                        <C>

This  Contract  is agreed to for  item(s):  ______         Siemens Stromberg-Carloson Home Office
__________________________________________________         Acceptance
__________________________________________________         By:____________________________________
    Authorized Representative & Title                                                        Date
For:______________________________________________         Receipt of $________________________from
          (Buyer/Licensee)                                 Buyer is Hereby Acknowledged
                                                           By:____________________________________
</TABLE>



<PAGE>


      SIEMENS                                                    CONTRACT
 Stromberg-Carlson                                               CONTINUATION
      ATHENA                                                     DCO-SHEET
                                                                 Issue: 1
                                                                 Date: 01/23/97
                                                                 Page 1a


<TABLE>
<CAPTION>
 Item                          Description                                 Qty. Unit Pr.             Total
 ----                          -----------                                 -------------             -----

<S>         <C>
            NOTES:

            Siemens Stromberg-Carlson reserves the right to change the
            hardware   elements   in   accordance   with  our  ongoing
            development program. The hardware necessary to support the
            functionality  specified  will  be  provided  at  time  of
            shipment  in  accordance  with our then  current  hardware
            configuration policy.

            PRICES DO NOT INCLUDE TAXES AND FREIGHT.
</TABLE>


<PAGE>

                                                                    OCC CONTRACT
SIEMENS
Stromberg-Carlson
     .o     .
400 Rinehart Road
Lake Mary, Florida 32748
(407) 942-5000
Buyer:              ATHENA                                 DATE: 12/06/96
------              ------                                       --------------
                                              INSTALLATION SITE:
                                                                 Denver,  CO
                                                                 --------------


This  Contract  is subject to the terms and  conditions  set forth  herein,  and
includes the following:

1. Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and a
Software Product License.

2.Technical     Proposal     No.     ---------------------------,Issue----------
dated,----------

3. Payment Terms:

   100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
   100% of installation price upon installation turnover.

<TABLE>
<CAPTION>
                                                                                                         Delivery
  Item                           Description                Quantity      Unit Price        Total       (Month ARO)
                                                                                                        Schedule
  ----                           -----------                --------      ----------        -----       -----------


<S>      <C>                                    <C>          <C>           <C>               <C>     <C>
01       Proposal for a Hendry Fuse
         Panel, per DCO-710008,
         Issue 02, dated 12/06/96
                                                 Material                                            $1,732
                                                 Installation                                         1,900
                                                                                                      -----
                                                 TOTAL                                               $3,632
</TABLE>
         (continued on page 1a)

          NOTE:   This  form  must  be  signed  and  returned  by  Buyer  within
          _____________ days of the first date above written.


<TABLE>
<CAPTION>

<S>                                                        <C>

This  Contract  is agreed to for  item(s):  ______         Siemens Stromberg-Carloson Home Office
__________________________________________________         Acceptance
__________________________________________________         By:____________________________________
    Authorized Representative & Title                                                        Date
For:______________________________________________         Receipt of $________________________from
          (Buyer/Licensee)                                 Buyer is Hereby Acknowledged
                                                           By:____________________________________
</TABLE>


<PAGE>

       SIEMENS                                                    CONTRACT
  STROMBERG-CARLSON                                             CONTINUATION
                                                                    SHEET

       ATHENA                                                   DCO-710008
                                                                Issue: 02
                                                                Date: 12/06/96
                                                                Page 1a


  Item               Description               Qty. Unit Pr.             Total
  ----               -----------               -------------             -----

NOTES:


Siemens Stromberg-Carlson  reserves the right to change the hardware elements in
accordance  with our ongoing  development  program.  The  hardware  necessary to
support  the  functionality  specified  will be  provided at time of shipment in
accordance with our then current hardware configuration policy.

PRICES DO NOT INCLUDE TAXES AND FREIGHT.


<PAGE>


    SIEMENS                                                   SWITCHING PRODUCTS
STROMBERG-CARLSON                                               CONTRACT OFFER


400 Rinehart Road Lake Mary,
Florida 32748
(407) 942-5000

To: Mr. Robert Schrelber                                    Date:    08-Mar-97
    ATHENA INTERNATIONAL, L.L.C.
    910 16th Street-Suite 640
    Denver, CO 80202

Siemens  Stromberg-Carlson  is pleased to submit this Offer subject to the
terms  and  conditions  set  forth  herein.

This  Offer  consists  of the following:

1.   Page (a) 1.

2.   Pages 2 Thru 5 which include terms and conditions including a Disclaimer of
     Warranties, Limitation of Liabilities and a Software License Agreement.

3.   Technical Proposal No. N/A.

4.   Payment Terms:
     100% of equipment Price upon delivery, F.O.B. Lake Mary, Florida.

<TABLE>
<CAPTION>

                                                                                                 Delivery
                                                                                                (Month ARO)
  Item       Description                                 Quantity   Unit Price        Total     Schedule
  ----       -----------                                 --------   ----------        -----     --------

<S>                                                      <C>        <C>               <C>      <C>
   1         To provide Toll Free Number Expansion (888)
             (FN 820370) to the office located at
                 DENVER, CO.                        Material:                          $      0
                                                    Software                             14,340
                                                    SCAT:                                  660
                                                    TOTAL:                            $ 15,000
</TABLE>

This  Offer is  valid  for a period  of 60 days  from the date of this  Offer as
specified above. This offer is accepted as to the item(s)


<TABLE>
<CAPTION>

<S>                                                        <C>

This  Contract  is agreed to for  item(s):  ______         Siemens Stromberg-Carloson Home Office
__________________________________________________         Acceptance
__________________________________________________         By:____________________________________
    Authorized Representative & Title                                                        Date
For:______________________________________________         Receipt of $________________________from
          (Buyer/Licensee)                                 Buyer is Hereby Acknowledged
                                                           By:____________________________________
</TABLE>

<PAGE>

                         ASSIGNMENT OF PURCHASE ORDER

     This Assignment between Athena  International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").

     WHEREAS,  the Company and Lessor  have,  or will  shortly,  execute a Lease
Agreement ("Lease"); and

     WHEREAS, the Company has executed and delivered a certain purchase contract
covering  the property  described  therein  (the  "Equipment"),  a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and

     WHEREAS,  the  Company  desires  to assign to Lessor  all of its rights and
interests  under the Purchase Order for that equipment  listed on Schedule 1, as
amended  from  time to time,  of  Exhibit A of the  Lease so that  Lessor  might
purchase and take title to such equipment in the Company's stead.

     NOW,  THEREFORE,  for  valuable  consideration,  receipt of which is hereby
acknowledged,  the parties hereto agree as follows:

     1. This Assignment  shall be effective as of the date the Company  executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.

     2.  The  Company  (a)  represents  and  warrants  that the  Purchase  Order
constitutes the entire  understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its  rights  under  the  Purchase  Order as to the  equipment  listed  on
Schedule 1, as amended from time to time, of Exhibit A of the Lease;  (c) hereby
assigns to Lessor and Lessor  hereby  assumes and  agrees,  so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform  Company's  obligations  under the Purchase
Order to pay the price of the  equipment  listed on Schedule I, as amended  from
time to time, of Exhibit A of the Lease;  and (d)  represents  and warrants that
neither  notice  to nor  consent  from the  respective  vendor  is  required  in
connection  with the execution,  delivery and  performance of this Assignment or
for the validity or enforceability of this Assignment.

     3. Pursuant to this Assignment,  the Company hereby agrees with Lessor that
the  Company  shall  continue  to be  responsible  for  the  performance  of all
obligations  under the  Purchase  Order,  except for,  subject to the  condition
provided in Paragraph 1 above,  the  obligation  to pay the price as provided in
Paragraph 2 above,  and the Company agrees to hold harmless and indemnify Lessor
from all  liability,  loss,  damage,  and  expense  arising  from or directly or
indirectly attributable to such obligations.

     IN WITNESS  WHEREOF,  the parties have duly executed this Assignment  under
seal  by  their  authorized  representatives  as  of  the  date  opposite  their
respective signatures.

                                        Athena International Ltd. Liability Co.
                                        dba Athena International, LLC (Lessee)

                                        BY:               /s/ Michael Landers
                                             ----------------------------------
                                                Michael Landers, President

                                             ----------------------------------
                                                       Name & Title
                                        Date Signed:        3/31/97
                                                     ---------------------------
                                        TELECOMMUNICATIONS FINANCE GROUP

                                        BY:               /s/ C.C. Calloway
                                             ----------------------------------
                                             ----------------------------------
                                        Authorized Representative of
                                        Telecommunications Finance Group\
                                        Date Signed:         4/23/97
                                                       ------------------------


<PAGE>

EQUIPMENT LIST #TFG-97216                                  DATED: March 25, 1997
COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:                  VI

  PART NO./DESCRIPTION                        QUANTITY                   AMOUNT
  --------------------                        --------                   ------
  SS-C
  AN UPGRADE TO RELEASE 14.0 PER
  DCO-681152, ISSUE 01, DATED 08/19/96
  (S.O.#071521 )                            1 LOT                     $15,000.00

  ONE  COMMON  CONTROL  SECTOR
  ADD  PER  DCO-781001,  ISSUE  01,  DATED
  10/02/96 (S.O.#071523) AS FOLLOWS:

        MATERIAL                            1 LOT                      19,730.00
        INSTALLATION                                                    3,000.00
        FREIGHT                                                            84.10
  200 AMP DISTRIBUTION PANEL WITH
  BUS BAR, CABLES, 10-10 AMP BREAKERS
  PER DCO-710002, ISSUE 01, DATED 10/28/96
  (S.O.#071801) AS FOLLOWS:
      MATERIAL                              1 LOT                       1,360.00
      INSTALLATION                                                      2,200.00
      FREIGHT                                                              44.75
  REAL TIME ANI FEATURE #823435
  (S.O.#071805)                             1 LOT                      26,666.00
      THIRD PARTY VENDOR - CIBER NETWORK
EQUIPMENT AS FOLLOWS:                       1 LOT                      19,767.00
D4841A/LH PRO 6/200, S/N SG63400748
D3583C/4.2GB F/W HOT SWAP HDD               1
D4295A/32MB DIMM MEMORY UPGRADE             4
JC-14WIVMA/MSYNC C400, 14, 128ONI.,         1
   28D, 60HZ
J317lA/10/100 TX PCI ADAPTER                1
D4921A/REDUNDANT POWER SUPPLY               2
N3-IL40-U/INOCULAN, 4.0, SRVR, UNLTD        1
   USERS
ILWS-41-1/INOCULAN FOR CLIENT-SINGLE        1
   WORKSTATION
00662644127330/NW 3.12 50 USER UPG TO       1
   4.11 INTRNW 1OOU
SHIPPING COST                               1                             45.00
                                                                      ----------
                                                              TOTAL   $87,896.85
                                                                      ==========

<PAGE>

                                                                    OCC CONTRACT
    SIEMENS
STROMBERG-CARLSON
[ADDRESSS]
                                                           08/19/96
Buyer: Athena International                        DATE: Denver, CO
_____________________________                      INSTALLATION SITE:___________
_____________________________                      _____________________________

This  Contract  is subject to the terms and  conditions  set forth  herein,  and
includes the following:

1.   Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and
     a Software Product License
2.   Technical Proposal No. DCO-681152, issue 1, dated 08/19/96
3.   Payment Terms:
     100% of equipment price upon delivery, F.O.B, Lake Mary, Florida
     100% of installation price upon installation turnover,

<TABLE>
<CAPTION>
                                                                                      Delivery
 Item        Description                  Quantity      Unit Price      Total        (Month ARO)
                                                                                       Schedule
----        -----------                  --------      ----------      -----        -----------

<S>         <C>
01          Proposal for an Upgrade from
            Release 12.1 to 14.0 per
            DCO--681152, Issue 01,
            dated 08/19/96.
                                     Material                           $15,000
                                     Installation                           --
                                                                         ------
                                     TOTAL                              $15,000
</TABLE>

  (continued on page 1a)

     NOTE:  This form must be signed and  returned  by Buyer  within days of the
     first date above written.


<TABLE>
<CAPTION>
<S>                                                        <C>
This  Contract  is agreed to for  item(s):  ______         Siemens Stromberg-Carloson Home Office
__________________________________________________         Acceptance
__________________________________________________         By:____________________________________
    Authorized Representative & Title                                                        Date
For:______________________________________________         Receipt of $________________________from
          (Buyer/Licensee)                                 Buyer is Hereby Acknowledged
                                                           By:____________________________________

</TABLE>

<PAGE>

     SIEMENS                                                          CONTRACT
STROMBERG-CARLSON                                                   CONTINUATION


Athena International                                              DC0-681152
                                                                  Issue:0l
                                                                  Date: 08/19/96
                                                                  Page 1a

<TABLE>
<CAPTION>

 Item                         Description                                   Qty. Unit Pr.         Total
 ----                         -----------                                   -------------         -----

<S>                      <C>                                 <C>            <C>
    02                   Increased AUX Tables #820085.
                         Requires Item 01, Release 14.0.

                                                            Material                            $20,000
                                                                                                -------
                                                            Installation
                                                            TOTAL                               $20,000

</TABLE>

NOTES:
------

IF PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF
LEASED FROM TELECOMMUNICATIONS FINANCE GROUP, A 5% DEPOSIT
IS REQUIRED ON ORDER ENTRY. THIS 5% DEPOSIT WILL BE APPLIED
AGAINST LEASE PAYMENTS.

Siemens Stromberg-Carlson reserves the right to change the hardware
elements in accordance with our ongoing  development  program.  The
hardware  necessary to support the functionality  specified will be
provided at time of shipment in  accordance  with our then  current
hardware configuration policy.

PRICES DO NOT INCLUDE TAXES AND FREIGHT.


SSC 380-034 (2/96)

<PAGE>
                                                           PURCHASE ORDER NUMBER
 910 15th Street
 Suite 335
 Denver, Co. 80202
 Tel. 303-595-0800 Fax 303-595-0959
                                                                 Date 10 28 1996
                                                                      ----------
                                 PURCHASE ORDER
                                      FORM

    Purchased From:                              SHIPPING ADDRESS:

    SIEMENS STROMBERG--CARLSON                       ATHENA INTERNATIONAL L.L.C.
    400 RINEHART ROAD                                910 15TH STREET SUITE 640
    LAKE MARY, FL 32746                              DENVER, CO 80202

Order Number:                                                       Salesperson:

 Telephone:                      Ship Via:                        Date:
 (407) 942-5000                                                   Oct 28 1996
<TABLE>
<CAPTION>

Quantity         Description                                         Unit Price       Amount
--------         -----------                                         ----------       ------
<S>              <C>                                                                 <C>
  1              AUX TABLES DCO #820085                              $20,000.00     $20,000.00
  1              UPGADE FROM RELEASE DC0 681152                      $15,000.00     $15,000.00


  1              2 EJH PROCESSOR/NY 1 SPARE PER DCO-745001            $32,420.00    $32,420.00

  1              2 EJH PROCESSORS/DNVR 1 SPARE PER DCO-745002         $32,420.00    $32,420.00
  1              1152 PORT ADDITION PER DCO-681113                    $91,400.00    $91,400.00
                 1  ONE COMMON CONTROLSECTOR ADD DCO-781001           $22,730.00    $22,730.00

</TABLE>



TERMS                                             Subtotal      $213,970.00
                                                                ===========

  CASH      X  ON ACCOUNT   CR CARD   COD         Delivery Charge

                                                        TOTAL  $213.970.00
                          WILLIAM F. COOPER
                                                 % Sales Tax          0.00

                                                  Balance Due  $213,970.00

WILLIAM F. COOPER

 REQUESTING NAME

    Approved

<PAGE>
     SIEMENS
STROMBERG-CARLSON
[ADDRESS]
BUYER: Athena International                            DATE: 10/02/96
       ---------------------                      INSTALLATION SITE:  Denver, CO
----------------------------                                         -----------
----------------------------                     ------------------------------

     This Contract is subject to the terms and conditions set forth herein,  and
     includes the following:  1.  Continuation  pages 2, 3 and 4 which include a
     Disclaimer of Warranties and a Software Product License.
2.   Technical Proposal No. DCO-781001 Issue - 1, dated, 10/02/96
3.   Payment Terms:
     100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
     100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
                                                                                                               DELIVERY
                                                                                                              (MONTH ARC)
ITEM                DESCRIPTION                        QUANTITY            UNIT PRICE          TOTAL           SCHEDULE
----                -----------                        --------            ----------          -----           --------
<S>                 <C>                                <C>                 <C>                 <C>             <C>
01            Proposal for One Common Control
              Sector Add per DCO-781001, Issue 01,
              dated 10/02/96.
                     Material                                                                $19,730
                     Installation                                                              3,000
                                                                                               -----
                     TOTAL                                                                   $22,730
</TABLE>

              (continued on page 1a)

 NOTE:  This form must be signed and returned by Buyer within 30 days of the
 first date above written.

This Contract is agreed to for item(s): 01 Siemens Stromberg-Carlson Home Office

<TABLE>
<CAPTION>

<S>                                                        <C>

This  Contract  is agreed to for  item(s):  ______         Siemens Stromberg-Carloson Home Office
__________________________________________________         Acceptance
__________________________________________________         By:____________________________________
    Authorized Representative & Title                                                        Date
For:______________________________________________         Receipt of $________________________from
          (Buyer/Licensee)                                 Buyer is Hereby Acknowledged
                                                           By:____________________________________
</TABLE>

<PAGE>

STROMBERG-CARLSON                                                   CONTINUATION
                                                                       SHEET


                  Athena International                     DCO-781001
                                                           Issue: 01
                                                           Date: 10/02/96
                                                           Page 1a


     Item               Description Qty. Unit Pr. Total
-------------------------------------------------------
        NOTES:

        IF PURCHASED, A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED
        FROM  TELECOMMUNICATIONS  FINANCE GROUP, A 5% DEPOSIT IS REQUIRED
        ON ORDER  ENTRY.  THIS 5% DEPOSIT WILL BE APPLIED  AGAINST  LEASE
        PAYMENTS.

        Siemens  Stromberg-Carlson  reserves  the  right  to  change  the
        hardware  elements in  accordance  with our  ongoing  development
        program.  The  hardware  necessary  to support the  functionality
        specified will be provided at time of shipment in accordance with
        our then current hardware configuration policy.

        PRICES DO NOT INCLUDE TAXES AND FREIGHT.

<PAGE>

910 15th Street - Suite 335
                  Denver, Co. 80202
                  Tel.                   303-595-0800 Fax 303-595-0959

                                                                 Date 10 28 1996

                                 PURCHASE ORDER

                                      FORM

    Purchased From:                                 SHIPPING ADDRESS:
                SIEMENS STROMBERG-CARLSON           ATHENA INTERNATIONAL L.L.C.
                400 RINEHART ROAD                   910 15TH STREET SUITE 640
                LAKE MARY, FL 32746                 DENVER, CO 80202
    Order Number                                    Salesperson
    Telephone:                                      Ship Via:        Date:
     (407) 942-5000                                                  Oct 28 1996

<TABLE>
<CAPTION>

Quantity         Description                                    Unit Price               Amount
--------         -----------                                    ----------               ------

<S>                <C>                                         <C>                    <C>
 1        AUX TABLES DCO #820085                               $20,000.00             $20,000.00

 1        UPGADE FROM RELEASE DC0-681152                       $15,000.00             $15,000.00

 1        2 EJH PROCESSOR/NY 1 SPARE PER DCO-745001            $32.420.00             $32,420.00

 1        2 EJH PROCESSORS /DNVR 1 SPARE PER DCO-745002

 1        1152 PORT ADDITION PER DCO-681113                    $91,400.00             $91,400.00

 1        ONE COMMON CONTROL SECTOR ADD DCO-781001          $22,730,00.00             $22,730.00


 TERMS

                    Subtotal      $213,970.00

                                                                   Delivery Charge

                                                                   TOTAL              $213,970.00


               WILLIAM F.COOPER

               REQUESTING NAME

                                                       % Sales Tax            0.00
                                                       Balance Due    $213,970,000
</TABLE>

<PAGE>

                                                                    OCC CONTRACT
    SIEMENS
 STROMBERG-CARLSON
 400 Rinehart Road
Lake Mary, Florida 32748
(407)942-5000

 Buyer:    ATHENA INTERNATIONAL                           DATE: October 28, 1996
 ---------------------------------                 INSTALLATION SITE: Denver, CO
 ---------------------------------                                    ----------
 --------------------------------              ---------------------------------


     This Contract is subject to the terms and conditions set forth herein,  and
     includes the following:
1.   Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and
     a Software Product License.
2.   Technical Proposal No. DCO-710002- , Issue 1 , dated,-10/28/96
3.   Payment Terms:
     100% of equipment price upon delivery, F.O.B. Lake Mary, Florida

     100% of installation price upon installation turnover.


<TABLE>
<CAPTION>
                                                                                                                     Delivery
Item                 Description                                        Quantity    Unit Price        Total         (Month ARO)
                                                                                                                   Schedule
----                 -----------                                        --------    ----------        -----         -----------


<S>                  <C>                                                   <C>      <C>             <C>
01                   Proposal for 200 Amp Distribution
                     Panel with Bus Bar, Cables, 10-10 amp
                     Breakers per DCO-710002, Issue 01,
                     dated 10/28/96
                                         Material                                                    $1,360
                                         Installation                                                 2,200
                                                                                                      -----
                                         TOTAL                                                       $3,560
</TABLE>
            (continued on page 1a)

     NOTE:  This form must be signed and returned by Buyer within 30 days of the
     first date above written.


<TABLE>
<CAPTION>

<S>                                                        <C>

This  Contract  is agreed to for  item(s):  ______         Siemens Stromberg-Carloson Home Office
__________________________________________________         Acceptance
__________________________________________________         By:____________________________________
    Authorized Representative & Title                                                        Date
For:______________________________________________         Receipt of $________________________from
          (Buyer/Licensee)                                 Buyer is Hereby Acknowledged
                                                           By:____________________________________
</TABLE>

<PAGE>

                                                                    OCC CONTRACT
      SIEMENS
      STROMBERG-CARLSON
      400 Rinehart Road
      (407) 942-5000                                           November 25, 1996
      Buyer: ATHENA                                           DATE: New York, NY
----------------------------------                INSTALLATION SITE: Denver, Co
----------------------------------                                   -----------
                                                        Los Angeles, CA new site
                                              ----------------------------------

     This Contract is subject to the terms and conditions set forth herein,  and
     Includes the following:

1.   Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and
     a Software Product License..  11/25/96

2.   Technical Proposal No. DCO-71007 Issue 1 dated, 11/25/96

3.   Payment Terms:
     100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
     100% of installation price upon installation turnover.

<TABLE>
<CAPTION>
                                                                                                   Delivery
                                                                                                  Month ARO
  Item                       Description                    Quantity    Unit Price      Total     Schedule
  ----                       -----------                    --------    ----------      -----     --------

<S>                           <C>                           <C>         <C>             <C>
 01                           Real Time ANI Feature
                              #823435.
                                                                      Software RTU                $30,000
PerSite
                                                                                                  $80,000
                                                                                               (all 4 sites)
                                                                                              Network Buyout
</TABLE>

(continued on page 1a)

     NOTE:  This form must be signed and returned by Buyer within 30 days of the
     first date above written.


<TABLE>
<CAPTION>
<S>                                                        <C>
This  Contract  is agreed to for  item(s):  ______         Siemens Stromberg-Carloson Home Office
__________________________________________________         Acceptance
__________________________________________________         By:____________________________________
    Authorized Representative & Title                                                        Date
For:______________________________________________         Receipt of $________________________from
          (Buyer/Licensee)                                 Buyer is Hereby Acknowledged
                                                           By:____________________________________
</TABLE>


   FORM SSC--38O-.412.1113

<PAGE>


     SIEMENS                                                        CONTRACT
Stromberg-Carlson                                                  CONTINUATION
                                                                       SHEET



 ATHENA                                                      DCO-710007
                                                             Issue: 01
                                                             Date: 11/25/96
                                                             Page 1a

Item           Description                 Qty. Unit Pr.             Total
----           -----------                 -------------             -----

NOTES:

Siemens Stromberg-Carlson  reserves the right to change the hardware elements in
accordance  with our ongoing  development  program.  The  hardware  necessary to
support  the  functionality  specified  will be  provided at time of shipment in
accordance with our then current hardware configuration policy.

PRICES DO NOT INCLUDE TAXES AND FREIGHT.

<PAGE>

                          ASSIGNMENT OF PURCHASE ORDER

     This Assignment between Athena  International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").

     WHEREAS,  the Company and Lessor  have,  or will  shortly,  execute a Lease
Agreement ("Lease"); and

     WHEREAS, the Company has executed and delivered a certain purchase contract
covering  the property  described  therein  (the  "Equipment"),  a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and

     WHEREAS,  the  Company  desires  to assign to Lessor  all of its rights and
interests  under the Purchase Order for that equipment  listed on Schedule 1, as
amended  from  time to time,  of  Exhibit A of the  Lease so that  Lessor  might
purchase and take title to such equipment in the Company's stead.

     NOW,  THEREFORE,  for  valuable  consideration,  receipt of which is hereby
acknowledged,  the parties hereto agree as follows:  1. This Assignment shall be
effective as of the date the Company executes Exhibit A entitled "Certificate of
Delivery and Acceptance" of the Lease.

     2.  The  Company  (a)  represents  and  warrants  that the  Purchase  Order
constitutes the entire  understanding of the parties thereto with respect to the
purchase and sale of the Equipment covered thereby; (b) hereby assigns to Lessor
all of its  rights  under  the  Purchase  Order as to the  equipment  listed  on
Schedule 1, as amended from time to time, of Exhibit A of the Lease;  (c) hereby
assigns to Lessor and Lessor  hereby  assumes and  agrees,  so long as a Company
complies with the provisions of the Lease and otherwise performs its obligations
under the Purchase Order, to perform  Company's  obligations  under the Purchase
Order to pay the price of the  equipment  listed on Schedule 1, as amended  from
time to time, of Exhibit A of the Lease;  and (d)  represents  and warrants that
neither  notice  to nor  consent  from the  respective  vendor  is  required  in
connection  with the execution,  delivery and  performance of this Assignment or
for the validity or enforceability of this Assignment.

     3. Pursuant to this Assignment,  the Company hereby agrees with Lessor that
the  Company  shall  continue  to be  responsible  for  the  performance  of all
obligations  under the  Purchase  Order,  except for,  subject to the  condition
provided in Paragraph 1 above,  the  obligation  to pay the price as provided in
Paragraph 2 above,  and the Company agrees to hold harmless and indemnify Lessor
from all  liability,  loss,  damage,  and  expense  arising  from or directly or
indirectly attributable to such obligations.

     IN WITNESS WHEREOF, the parties have duly executed this Assignment under
seal  by  their  authorized  representatives  as  of  the  date  opposite  their
respective signatures.

                                  Athena International Ltd. Liability Co.
                                  dba Athena International, LLC (Lessee)
                                  By:                 /s/ Michael Landers
                                      ------------------------------------------
                                        Michael Landers, President
                                      ------------------------------------------
                                                    Name & Title

                                  Date Signed:               3/31/97
                                                --------------------------------

                                   TELECOMMUNICATIONS

                                   By:  FINANCE GROUP

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

                                   Authorized Representative of
                                   Telecommunications Finance Group
                                   Date Signed:      4/23/97
                                   ------------------------------------------


<PAGE>

                                    ATTACHMENT A

EQUIPMENT LIST #TFG-97207                               DATED: February 25, 1997
-------------------------

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      V

PART NO./DESCRIPTION                             QUANTITY                 AMOUNT
--------------------                             --------                 ------
    SS-C
    ----
<TABLE>
<CAPTION>
<S>                                               <C>                 <C>
2 EJH PROCESSORS WITH 1 SPARE
PER DCO-745002, ISSUE 01, DATED
10/17/96 (S.O.#071522) AS FOLLOWS:
        MATERIAL                                  1 LOT               $30,420.00
        INSTALLATION                                                    2,000.00
        FREIGHT                                                            25.58

1 A-LINK PAIR FEATURE #003069
(S.O.#071802) AS FOLLOWS:
        MATERIAL                                  1 LOT                 7,170.00
        SCAT                                                              330.00

        THIRD PARTY VENDOR - TELEFLEX

P133-4 INTELINK W/4 DIALOGIC BOARDS                1                   23,650.00
                                                                      ----------
                                               TOTAL                  $63,595.58
                                               =====                  ==========

</TABLE>

TFGLA204-5.WPT

<PAGE>

                                                                    OCC CONTRACT
SIEMENS
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407)942-5000
Buyer:    ATHENA INTERNATIONAL                                    DATE: 10/17/96
          --------------------                     INSTALLATION SITE: Denver, CO
------------------------------                     -----------------------------
------------------------------                     -----------------------------

This  Contract  is subject to the terms and  conditions  set forth  herein,  and
includes the following:

1.   Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and
     a Software Product License.
2.   Technical Proposal No. DCO-745002             , Issue  1  , dated, 10/17/96
                           ------------------------      -----         ---------
3.   Payment Terms:
     o    100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
     o    100% of installation price upon Installation turnover.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                                                    Delivery
Item                         Description                  Quantity         Unit Price     Total    (Month ARO!
                                                                                                     Schedule
--------------------------------------------------------------------------------------------------------------
<S>         <C>                                           <C>              <C>           <C>       <C>
01          Proposal for 2 EJH processors for Denver
            with 1 spare per DCO-745002, Issue 01,
            dated 10/17/96.
                                          Material.                                      $30,420
                                          Installation                                  -  2,000
                                                                                        --------

                                          TOTAL                                          $32,420
            (continued on page 1a)
</TABLE>

NOTE:  This  form  must be  signed  and  returned  by  Buyer  within  30 days of
the first date above written.                                       -----

This Contract Is agreed to for item(s):     Siemens Stromberg-Carlson Home
                  01                        Offices Acceptance
--------------------------------------      By: [Illegible]         11-8-90
______________________________________          ---------------------------
By: Wil F. Cooper             10/26/96                                 Date
--------------------------------------      _______________________________
Autorized Representative & Title  Date      Receipts of $_____________ from
         Athena International               Buyer is Hereby Acknowledged
--------------------------------------      By:____________________________
           (Buyer/Licensed)

<PAGE>

SIEMENS                                                               CONTRACT
Stromberg-Carlson                                                   CONTINUATION
                                                                       SHEET



         Athena International                                     DCO-745002
                                                                  Issue: 01
                                                                  Date: 10/17/96
                                                                  Page 1a

<TABLE>
<CAPTION>
<S>           <C>                                <C>      <C>              <C>
Item          Description                        Qty.     Unit Pr.         Total
--------------------------------------------------------------------------------
</TABLE>

NOTES:

IF  PURCHASED,  A 10%  DEPOSIT  IS  REQUIRED  ON ORDER  ENTRY.  IF  LEASED  FROM
TELECOMMUNICATIONS  FINANCE GROUP, A 5% DEPOSIT IS REQUIRED ON ORDER ENTRY. THIS
5% DEPOSIT WILL BE APPLIED AGAINST LEASE PAYMENTS.

Siemens Stromberg-Carlson  reserves the right to change the hardware elements in
accordance  with our ongoing  development  program.  The  hardware  necessary to
support  the  functionality  specified  will be  provided at time of shipment in
accordance with our then current hardware configuration policy.

PRICES DO NOT INCLUDE TAXES AND FREIGHT.

S5C 3.SO-034 (2/96)

<PAGE>

                                                                    OCC CONTRACT
SIEMENS
Stromberg-Carlson
400 Rinehart Road
Lake Mary, Florida 32748
(407) 942-5000
Buyer: ATHENA                                                 DATE:12/13/96
       -----------------                          INSTALLATION SITE: Denver
------------------------                          -------------------------
------------------------                          -------------------------

This  Contract  is subject to the terms and  conditions  set forth  herein,  and
includes the following:

1.   Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and
     a Software Product License.
2.   Technical Proposal No.        DCO-710012        Issue   1  dated,  12/13/96
                            -----------------------         ---         --------
3.   Payment Terms:
     o    100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
     o    100% of installation price upon installation turnover.

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                                               Delivery
Item               Description                       Quantity     Unit Price         Total    (Month ARO)
                                                                                               Schedule
---------------------------------------------------------------------------------------------------------
<S>                <C>                               <C>          <C>              <C>        <C>
01                 1 A-Link pair Feature
                   #003069
                                         Material                                  $7,170
                                         SCAT                                         330
                                                                                   ------
                                         TOTAL                                     $7,500


                  (continued on page 1a)
</TABLE>

NOTE:  This  form  must be  signed  and  returned  by  Buyer  within  30 days of
the first date above written.                                       -----

This Contract is agreed to for item(s):    Siemens Stromberg-Carlson Home Office
                  01                        Acceptance
--------------------------------------     By: [Illegible]
         Athena International                   ---------------------------
--------------------------------------      -------------------------------
           (Buyer/Licensed)                 Receipts of $_____________ from
                                            Buyer is Hereby Acknowledged
                                            By:____________________________

<PAGE>

SIEMENS                                                               CONTRACT
Stromberg-Carlson                                                   CONTINUATION
                                                                       SHEET

                  ATHENA                                          DCO-710012
                                                                  Issue: 01
                                                                  Date: 12/13/96
                                                                  Page 1a

<TABLE>
<CAPTION>
Item               Description                       Quantity     Unit Price         Total
----------------------------------------------------------------------------------------------
<S>                <C>                               <C>          <C>              <C>
</TABLE>

Siemens Stromberg-Carlson  reserves the right to change the hardware elements in
accordance  with our ongoing  development  program.  The  hardware  necessary to
support  the  functionality  specified  will be  provided at time of shipment in
accordance with our then current hardware configuration policy.

PRICES DO NOT INCLUDE TAXES AND FREIGHT.



<PAGE>

                          ASSIGNMENT OF PURCHASE ORDER

     This Assignment between Athena  International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").

     WHEREAS,  the Company and Lessor  have,  or will  shortly,  execute a Lease
Agreement ("Lease"); and

     WHEREAS, the Company has executed and delivered a certain purchase contract
covering  the property  described  therein  (the  "Equipment"),  a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and

     WHEREAS,  the  Company  desires  to assign to Lessor  all of its rights and
interests  under the Purchase Order for that equipment  listed on Schedule 1, as
amended  from  time to time,  of  Exhibit A of the  Lease so that  Lessor  might
purchase and take title to such equipment in the Company's stead.

     NOW,  THEREFORE,  for  valuable  consideration,  receipt of which is hereby
acknowledged,  the parties hereto agree as follows:

1.  This  Assignment  shall be  effective  as of the date the  Company  executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.

2. The Company (a) represents  and warrants that the Purchase Order  constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment  covered thereby;  (b) hereby assigns to Lessor all of its
rights under the  Purchase  Order as to the  equipment  listed on Schedule 1, as
amended  from time to time,  of  Exhibit A of the Lease;  (c) hereby  assigns to
Lessor and Lessor hereby assumes and agrees,  so long as a Company complies with
the  provisions of the Lease and otherwise  performs its  obligations  under the
Purchase Order, to perform Company's obligations under the Purchase Order to pay
the price of the  equipment  listed on Schedule I, as amended from time to time,
of Exhibit A of the Lease;  and (d)  represents and warrants that neither notice
to nor consent from the  respective  vendor is required in  connection  with the
execution,  delivery and  performance of this  Assignment or for the validity or
enforceability of this Assignment.

3. Pursuant to this  Assignment,  the Company hereby agrees with Lessor that the
Company shall continue to be responsible  for the performance of all obligations
under the  Purchase  Order,  except for,  subject to the  condition  provided in
Paragraph 1 above,  the  obligation  to pay the price as provided in Paragraph 2
above,  and the Company  agrees to hold harmless and  indemnify  Lessor from all
liability,  loss,  damage,  and expense  arising from or directly or  indirectly
attributable to such obligations.

     IN WITNESS  WHEREOF,  the parties have duly executed this Assignment  under
seal  by  their  authorized  representatives  as  of  the  date  opposite  their
respective signatures.

                                         Athena International Ltd. Liability Co.
                                         dba Athena International, LLC (Lessee)
                                         By:   /s/ Michael Landery
                                              ----------------------------------
                                         Michael Landery Exec. Managing Director
                                         ---------------------------------------
                                                      Name & Title
                                         Date Signed:          12/18/96
                                                    ----------------------------

                                         TELECOMMUNICATIONS FINANCE GROUP
                                         By: CC Callaway
                                             ----------------------------
                                             ----------------------------
                                         Authorized Representative of
                                         Telecommunications Finance Group
                                         Date Signed: 31 Jan 1997
                                                      -------------------
TFGLA204-9.WPT


<PAGE>

                                                         DATED: December 2, 1996

COMPANY:                   Athena International Ltd. Liability Co.
                           dba Athena International, LLC
SITE LOCATION:             Denver, Colorado
ADDITION:                  III

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                     QUANTITY                         AMOUNT
--------------------                     --------                         ------
<S>                                        <C>                       <C>
A FULLY EQUIPPED DTF-03 FRAME
(1152 PORTS) PER DCO-681108, ISSUE
1, DATED 06/24/96; ADDITIONAL POWER
SYSTEM; SERVICE CIRCUITS INCLUDING
INSTALLATION (S.O.#071044)                 1 LOT                     $122,227.00
FREIGHT                                                                 2,339.72

Third Party Vendor - Telcom Products
------------------------------------
EQUIPMENT AS FOLLOWS:                      1 LOT                       25,151.50
TELLABS 82-2532A ECHO CAN., S/N'S
S062195-S062210                            16
TELLABS 81-235A SHELF, S/N'S 524757H,
480861/004,554KKOK                          3
FREIGHT                                                                   137.43

 THIRD PARTY VENDOR-TTC
 ----------------------
EQUIPMENT AS FOLLOWS:                      1 LOT                       13,486.00
TBERD-224 MAINFRAME, S/N 9495              1
T1/TF1/DDS BERT BUNDLE (41500)             1
G.821 PERFORMANCE OPTION                   1
DSP BOARD OPTION                           1
VF TESTING OPTION                          1
SIGNALING OPTION                           1
DIGIT ANALYSIS OPTION                      1
DTM, DISTRIBUTED TEST MANAGER              1
FREIGHT                                                                    15.00

 THIRD PARTY VENDOR - ACTION TELCOM
(SEE ATTACHED EQUIPMENT LIST)
PRIMARY SYSTEM; SECONDARY SYSTEM;
AVAS SYSTEM; TCP/1P PACKAGE; NETPLAN
PACKAGE; REMOTE COMMUNICATIONS
PACKAGE INCLUDING INSTALLATION             1 LOT                      101,000.00
                                                                      ----------

                                      TOTAL                             $264,356
                                      =====                             ========
</TABLE>

<PAGE>

SIEMENS                                                             OCC CONTRACT
Stromberg-Carlson
                                  ATTACHMENT A
400 Rhenhart Road
Lake Mary, Florida 32748
(407) 942-5000
Buyer: ATHENA INTERNATIONAL                                     DATE: 06/24/96
---------------------------                        INSTALLATION SITE: Denver, CO
---------------------------                        -----------------------------

This  Contract  is subject to the terms and  conditions  sat forth  herein,  and
includes the following:

1.   Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and
     a Software Product License.

2.   Technical Proposal No.    DCO-681108     , Issue     1    , dated, 06/24/96
                           ------------------        ---------

3.   Payment Terms:
     o    100% of equipment price upon delivery, F.O.B. Lake Mary, Florida
     o    100% of installation price upon installation turnover.
<TABLE>
<CAPTION>
Item               Description                       Quantity     Unit Price         Total
----------------------------------------------------------------------------------------------
<S>                <C>                               <C>          <C>              <C>

     01            Proposal for a fully equipped
                   DTF-03 Frame (1152 Ports), per
                   DC0-681108, Issue 1, dated
                   06/24/96.                             Material                  $88,000
                                                         Installation                9,900
                                                                                   -------
                                                         TOTAL                     $97,900

      02        DTF-04 Fully Equipped                    Material                  $60,000
                                                         Installation              $ 7,500
                                                                                   -------
                                                         TOTAL                     $67,500
</TABLE>

NOTE:   This  form  must  be  signed  and  returned  by  Buyer  within  30  days
of the first date above written.                                      ------

This Contract is agreed to for item(s):    Siemens Stromberg-Carlson Home Office
         01 + 02 + 03 + 04                 Acceptance
---------------------------------------    By: [Illegible]               8/29/96
By: /s/ William F. Cooper III     8/28     -------------------------------------
---------------------------------------    -------------------------------------
Authorized Representative & Title Date     Receipt of $____________________ from
For:___________________________________    By___________________________________
            (Buyer/Licensee)                                                Date

<PAGE>

SIEMENS                                                              CONTRACT
Stromberg-Carlson.                                                  CONTINUATION
                                                                       SHEET

    ATHENA                                                        DCO-681108
                                                                  Issue: 01
                                                                  Date: 06/24/96
                                                                  Page 2a

<TABLE>
<CAPTION>
Item               Description                       Quantity     Unit Price         Total
----------------------------------------------------------------------------------------------
<S>                <C>                               <C>          <C>              <C>
03                 Additional Power System Material                                $17,692
                                           Installation                                 --
                                                                                   -------
                                           TOTAL                                   $17,692

04                 Service Circuits        Material                                $ 6,635
                                           Installation                                 --
                                                                                   -------
                                           TOTAL                                   $ 6,635
</TABLE>

     NOTES:

     IF  PURCHASED,  A 10% DEPOSIT IS REQUIRED  ON ORDER  ENTRY.  IF LEASED FROM
     TELECOMMUNICATIONS  FINANCE GROUP, A 5% DEPOSIT IS REQUIRED ON ORDER ENTRY.
     THIS 5% DEPOSIT WILL. BE APPLIED AGAINST LEASE PAYMENTS.

     Siemens  Stromberg-Carlson  reserves  the  right  to  change  the  hardware
     elements in accordance with our ongoing development  program.  The hardware
     necessary to support the  functionality  specified will be provided at time
     of shipment In  accordance  with our then  current  hardware  configuration
     policy.

     PRICES DO NOT INCLUDE TAXES AND FREIGHT.

<PAGE>

                          ASSIGNMENT OF PURCHASE ORDER

     This Assignment between Athena  International Ltd. Liability Co. dba Athena
International, LLC ("Company") and Telecommunications Finance Group ("Lessor").

     WHEREAS,  the Company and Lessor  have,  or will  shortly,  execute a Lease
Agreement ("Lease"); and

     WHEREAS, the Company has executed and delivered a certain purchase contract
covering  the property  described  therein  (the  "Equipment"),  a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and

     WHEREAS,  the  Company  desires  to assign to Lessor  all of its rights and
interests  under the Purchase Order for that equipment  listed on Schedule 1, as
amended  from  time to time,  of  Exhibit A of the  lease so that  Lessor  might
purchase and take title to such equipment in the Company's stead.

     NOW,  THERLFORE,  for  valuable  consideration,  receipt of which is hereby
acknowledged, the parties hereto agree as follows:

1.  This  Assignment  shall be  effective  as of the date the  Company  executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.

2. The Company (a) represents  and warrants that the Purchase Order  constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment  covered thereby;  (b) hereby assigns to Lessor all of its
rights under the  Purchase  Order as to the  equipment  listed on Schedule 1, as
amended  from time to time,  of  Exhibit A of the Lease;  (c) hereby  assigns to
Lessor and Lessor hereby assumes and agrees,  so long as a Company complies with
the  provisions of the Lease and otherwise  performs its  obligations  under the
Purchase Order, to perform Company's obligations under the Purchase Order to pay
the price of the  equipment  listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease;  and (d)  represents and warrants that neither notice
to nor consent from the  respective  vendor is required in  connection  with the
execution,  delivery and  performance of this  Assignment or for the validity or
enforceability of this Assignment.

3. Pursuant to this  Assignment,  the Company hereby agrees with Lessor that the
Company shall continue to be responsible  for the performance of all obligations
under the  Purchase  Order,  except for,  subject to the  condition  provided in
Paragraph 1 above,  the  obligation  to pay the price as provided in Paragraph 2
above,  and the Company  agrees to hold harmless and  indemnify  Lessor from all
liability,  loss,  damage,  and expense  arising from or directly or  indirectly
attributable to such obligations.

     IN WITNESS  WHEREOF,  the parties have duly executed this Assignment  under
seal  by  their  authorized  representatives  as  of  the  date  opposite  their
respective signatures.

                                 Athena International Ltd. Liability Co.
                                 dba Athena International LLC
                                 By: /s/ Michael T. Landers
                                     -------------------------------------------
                                 Michael T. Landers, Executive Managing Director
                                 -----------------------------------------------
                                                   Name & Title
                                 Date Signed:___________________________________

                                 TELECOMMUNICATIONS FINANCE GROUP
                                 By: [Illegible]
                                     -------------------------------------------
                                 _______________________________________________
                                 Authorized Representative of
                                 Telecommunications Finance Group
                                 Date Signed: 10/15/96
                                              ----------------------------------

<PAGE>

SIEMENS                                                             OCO CONTRACT
Stromberg-Carlson                 ATTACHMENT A

400 Rinehart Road
Lake Mary, Florida 32748
(407)942-5000
Buyer: Athena International                                     DATE: 02/26/96
       --------------------                        INSTALLATION SITE: Denver. CO
___________________________                        _____________________________

This  Contract  is subject to the terms and  conditions  set forth  herein,  and
Includes the following

1.   Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and
     Software Product License

    2. Technical Proposal No.       DCO-681024     Issue  3   , dated,  02/26/96
                             ---------------------      -----           --------

    3. Payment Terms:

     o    100% of equipment price upon delivery, F.O.B. Lake Mary, Florida

     o    100% of installation price upon installation turnover.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                                                    Delivery
Item                         Description                  Quantity         Unit Price     Total    (Month ARO)
                                                                                                     Schedule
--------------------------------------------------------------------------------------------------------------
<S>         <C>                                           <C>              <C>           <C>       <C>
01          Proposal for an 1152 port addition per
                DCO-681024, issue 3, dated 02/26/96.
                                        Material                                          $123,857
                                        Installation                                        10,500
                                                                                          --------
                                        TOTAL                                             $134,357

02          OCS7 Unk Pair Software 003069
                                         Software            2           $7,225           $ 14,450
</TABLE>

NOTE:  This  form  must be  signed  and  returned  by  Buyer  within  30 days of
the first date above written.                                       -----

This Contract Is agreed to for item(s):     Siemens Stromberg-Carlson Home
                  01                        Offices Acceptance
--------------------------------------      By: [Illegible]         3/22/96
______________________________________          ---------------------------
By: Wil F. Cooper              3/13/96                                 Date
--------------------------------------      _______________________________
Autorized Representative & Title  Date      Receipts of $_____________ from
         Athena International               Buyer is Hereby Acknowledged
--------------------------------------      By:____________________________
           (Buyer/Licensed)

<PAGE>

SIEMENS                                                               CONTRACT
Stromberg-Carlson                                                   CONTINUATION
                                                                       SHEET

    ATHENA INTERNATIONAL                                          DCO-681024
                                                                  Issue: 03
                                                                  Date: 02/26/96
                                                                  Page 2a

     NOTES:

     A 10%  DEPOSIT IS  REQUIRED  ON ORDER  ENTRY.  IF  LEASED,  A 5% DEPOSIT IS
     REQUIRED ON ORDER ENTRY.  IF APPLIED  AGAINST A LEASE, IT WILL APPLY TO THE
     FIRST AND THIRTEENTH PAYMENTS -- AND CONTRIBUTE TO THE LAST PAYMENT.

     Siemens  Stromberg-Carlson  reserves  the  right  to  change  the  hardware
     elements in accordance with our ongoing development  program.  The hardware
     necessary to support the  functionality  specified will be provided at time
     of shipment in  accordance  with our then  current  hardware  configuration
     policy.

     PRICES DO NOT INCLUDE TAXES AND FREIGHT.

<PAGE>

                          ASSIGNMENT OF PURCHASE ORDER

     This Assignment between Athena  International Ltd. Liability Co. dba Athena
International, LLC "Company) and Telecommunications Finance Group ("Lessor").

     WHEREAS,  the Company and Lessor  have,  or will  shortly,  execute a Lease
Agreement ("Lease"); and

     WHEREAS,  the  Company  has  executed  and  delivered  a certain  purchase,
contract covering the property  described therein (the  "Equipment"),  a copy of
which purchase contract is attached hereto as Attachment A ("Purchase  Order:");
and

     WHEREAS,  the  Company  desires  to assign to Lessor  all of its rights and
interests  under the Purchase Order for that equipment  listed on Schedule I, as
amended  from time to time,  of  Exhibit A of the  Lease so that  Lesssor  might
purchase and take title to such equipment in the Company's stead.

     NOW,  THEREFORE,  for  valuable  consideration,  receipt of which is hereby
acknowledged,  the parties hereto agree as follows:  1, This Assignment shall be
effective as of the date the Company executes Exhibit A entitled "Certificate of
Delivery  and  Acceptance"  of the Lease.  2, The  Company  (a)  represents  and
warrants that the Purchase Order  constitutes  the entire  understanding  of the
parties  thereto with respect to the purchase and sale of the Equipment  covered
thereby; (b) hereby assigns to Lessor all of its rights under the Purchase Order
as to the  equipment  listed on  Schedule  1, as amended  from time to time,  of
Exhibit A of the Lease;  (c) hereby  assigns to Lessor and Lessor hereby assumes
and agrees,  so long as a Company  complies with the provisions of the Lease and
otherwise  performs  its  obligations  under  the  Purchase  Order,  to  perform
Company's obligations under the Purchase Order to pay the price of the equipment
listed on Schedule  1, as mended  from time to time,  of Exhibit A of the Lease;
and (d)  represents  and warrants  that  neither  notice to nor consent from the
respective  vendor is required in connection  with the execution,  delivery' and
performance,  of this Assignment or for the validity or  enforceability  of this
Assignment.  3.  Pursuant to this  Assignment,  the Company  hereby  agrees with
Lessor that the Company shall continue to be responsible  for thc performance of
all obligations  under the Purchase Order,  except for, subject to the condition
provided in Paragraph 1 above,  the  obligation  to pay the price as provided in
Paragraph 2 above,  and the Company agrees to hold harmless and indemnify Lessor
from all  liability,  loss,  damage,  and  expense  arising  from or directly or
indirectly attributable to such obligations,

     IN WITNESS  WHEREOF,  the parties have duly executed this Assignment  under
seal  by  their  authorized  representatives  as  of  the  date  opposite  their
respective signatures.

                                 Athena International Ltd. Liability Co.
                                 dba Athena International LLC
                                 By: /s/ Michael T. Landers
                                     -------------------------------------------
                                 Michael T. Landers, Executive Managing Director
                                 -----------------------------------------------
                                                   Name & Title
                                 Date Signed:  2.8.96
                                             -----------------------------------

                                 TELECOMMUNICATIONS FINANCE GROUP
                                 By: [Illegible]
                                     -------------------------------------------
                                 _______________________________________________
                                 Authorized Representative of
                                 Telecommunications Finance Group
                                 Date Signed: 2/29/96
                                              ----------------------------------

<PAGE>

                          ATTACHMENT A TO ASSIGNMENT OF
                                 PURCHASE ORDER
EQUIPMENT LIST #TFG-95029                                  DATED: April 25, 1995

COMPANY:              Athena International Ltd. Liability Co.
                      dba Athena International, LLC
LOCATION:             Denver, Colorado

EQUIPMENT:            SS-C/Third Party Vendor
SITE LOCATION:        Denver, Colorado

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                               QUANTITY                              AMOUNT
--------------------                               --------                              ------
SS-C
----
<S>                                                  <C>                            <C>
    Freight- DCO-CS - S.O.#065066                                                   $  3,052.14
    Third Party Vendor - Tale-Flex Systems
Hardware/Software as follows (Also See
  Attached Equipment List).                          1 LOT                           145,369.40
  Call Capture/Conversion Units (2); Intelink
  TM Chassis (1);Additional T-1 Cards for First
  Chassis (2);Tele-Flex GeniusTM Billing Module
  (1); Tele-Flex IntelinkTM Debit Module (1);
  Tale-Flex IntelinkTM Reorigination
  Module (1); First Data Resources Interface (1)

    Third Party Vendor - Sirius Computer Solutions

  Hardware/Software per the Attached Equipment List  1 LOT                             32,829.10
                                                    TOTAL                            $181,250,64
</TABLE>

<PAGE>



MEMO

To:       Andrea Spalding/Telecommunications Finance Group
From:     Jackie Gaash
Date:     November 29, 1994
Re:       Serial/Numbers for Athena Equipment

Listed  below  are the  serial  numbers  for the  equipment  located  at  Athena
International  In  Denver,  Colorado.  If you  have  any  questions,  call me at
407-998-9356.

<TABLE>
<CAPTION>
Description                          Qty              Serial Numbers
-----------                          ---              --------------
<S>                                   <C>             <C>
Call Capture Units                    2               629435/1240801286
  DX2/50 PGA, MAXTOR                                  628442/1240801283
  345MB HARD DRIVE, 14"
  .28 MONITOR, 1MB VIDEO
  BOARD.

Intelink Chassis                      1               130496-9435
  RACKMT 14AT 350W 48VDC
  D488DXC/33, CPU 33MHZ,
  1.44MB FLOPPY, DS345 SCSI
  PKG DRIVE & ADAPTER,
  QAPLUS DIAGNOSTIC SW;
  LOVGA 640X480 VGA 256K VID
  101 KEY KEYBOARD

Dialogic Boards
  DTI/211 ASSY                        3               B1009533 to. B1009535
  D/1218 ASSY                         6               AT048825 to AT048630
  DMX  ASSY                           1               BM007378
</TABLE>

   Tele-Flex Systems, 2101 Corporate Blvd, Suite 214 Boca Raton Florida 33431

<PAGE>

                             RIUS COMPUTER SOLUTIONS
                                                          888 ISOM SUITES 100
                                                        SAN ANTONIO, TEXAS 78216
                                                            REVISED INVOICE
                                                            (210) 822-8582


         STAR

TELECOMMUNICATION FINANCE GROUP                                   DATE: 11/30/94
N  MAIL ZONE A-5
Rinehart ROAD                                                  INVOICE:  44344.A
LAKE MARY, FLORIDA 32746

                        SHIPPED TO: ATHENA INTERNATIONAL
                              ATTN: MIKE LANDERS;
                              910 15TH STREET, SUITE 667
                              DENVER, CO 80202

TERMS; DUE UPON RECEIPT

<TABLE>
<CAPTION>
-------------------------------------------------------------
DESCRIPTION                 SERIAL NUMBER          PRICE
-------------------------------------------------------------
<S>                         <C>                    <C>
HARDWARE

  9402 200, S/N 2C12A       2C12A                  $29,846.00
  940X FC2031               A2C12A
  940X FC2609               D2C12A
  940X FC 2609              C2C12A
  9401 FC 2609              B2C12A
  940X FC2623               E2C12A
  940X FC 2960              F2C12A
  940X FC 4118              F2C12A
  940X FC 4652              H2C12A
  940X FC 5517              I2C12A
  940X FC 6380              J2C12A
  940X FC 7108              K2C12A
  940X FC 9023              R2C12A
  940X FC 9023              G2C12A
  940X FC 9023              P2C12A
  940X FC 9023              D2C12A
  940X FC 9023              N2C12A
  94OX FC 9023              M2C12A
  940X FC 9023              L2C12A
  940X FC 9172              S2C12A
  940X FC 9248              T2C12A
  940X FC 9319              U2C12A
  7855 010                  B7252
  9910 B08                  100695
  940X FC 9612              V2C12A
  940X FC 9652              W2C12A
  3487 HC3 122              A8033
  5763 SSI                  81958
  5763 XA1                  F4451
  5763 QU1                  F4452
  5755 AB3 FC 8541          081961

                    SALES PRICE                                      $29,846.00
                    CK 168595 APPLIED                                ($25,159.00)
                                                                   -------------
                    TOTAL                                              $4,687.00
                                                                   =============
</TABLE>

<PAGE>

                                                          888 ISOM SUITES 100
                                                        SAN ANTONIO, TEXAS 78216
                            SIRIUS COMPUTER SOLUTIONS        (210) 822-8582
                                     INVOICE

TELECOMMUNICATION FINANCE GROUP                                   DATE: 11/30/94
ATTN: MAIL ZONE A-5
400 RINEHART ROAD                                                 INVOICE: 44344
LAKE MARY, FLORIDA 32746
                        SHIPPED TO: ATHENA INTERNATIONAL
                              ATTN: MIKE LANDERS,
                                    910 15TH STREET, SUITE 667
                                    DENVER, CO 80202
TERMS: DUE UPON RECEIPT
<TABLE>
<CAPTION>
-------------------------------------------------------------
QTY  DESCRIPTION                 SERIAL NUMBER          PRICE
-------------------------------------------------------------
<S>  <S>                     <C>                    <C>

 1)  5763 661                81958                  $477.00
 1)  5763 XA1                F4451                  $419.00
 1)  5763 GU1                F4452                  $398.00
     5756 AB3 FC 8541        081961                 $  8.00


                                             --------------
                                SALES PRICE       $1,302.O0
                                             --------------
                                TOTAL             $1,302.00
                                             ==============
</TABLE>

<PAGE>




                          ASSIGNMENT -OF PURCHASE-ORDER

     This   Assignment   between   Athena    International    ("Company")   and
                                  -------------------------
Telecommunications Finance Group ("Lessor").

     WHEREAS,  the Company and Lessor  have,  or will  shortly,  execute a Lease
Agreement ("Lease"); and

     WHEREAS, the Company has executed and delivered a certain purchase contract
covering  the property  described  therein  (the  "Equipment"),  a copy of which
purchase contract is attached hereto as Attachment A ("Purchase Order"); and

     WHEREAS,  the  Company  desires  to assign to Lessor  all of its rights and
interests  under the Purchase Order for that equipment  listed on Schedule l, as
amended  from  time to time,  of  Exhibit A of the  Lease so that  Lessor  might
purchase and take title to such equipment in the Company's stead.

     NOW,  THEFORE.,  for  valuable  consideration,  receipt  of which is hereby
acknowledged, the parties hereto agree as follows:

1.  This  Assignment  shall be  effective  as of the date the  Company  executes
Exhibit A entitled "Certificate of Delivery and Acceptance" of the Lease.

2. The Company (a) represents  and warrants that the Purchase Order  constitutes
the entire understanding of the parties thereto with respect to the purchase and
sale of the Equipment  covered thereby;  (b) hereby assigns to Lessor all of its
rights under the  Purchase  Order as to the  equipment  listed on Schedule 1, as
amended  from time to time,  of  Exhibit A of the Lease;  (c) hereby  assigns to
Lessor and Lessor hereby assumes and agrees,  so long as a Company complies with
the  provisions of the Lease and otherwise  performs its  obligations  under the
Purchase Order, to perform Company's  obligation under the Purchase Order to pay
the price of the  equipment  listed on Schedule 1, as amended from time to time,
of Exhibit A of the Lease;  and (d)  represents and warrants that neither notice
to nor consent from the  respective  vendor is required in  connection  with the
execution,  delivery and  performance of this  Assignment or for the validity or
enforceability of this Assignment.

3. Pursuant to this  Assignment,  the Company hereby agrees with Lessor that the
Company shall continue to be responsible  for the performance of all obligations
under the  Purchase  Order,  except for,  subject to the  condition  provided in
Paragraph 1 above,  the  obligation  to pay the price as provided in Paragraph 2
above,  and the Company  agrees to hold harmless and  indemnify  Lessor from all
liability,  loss,  damage,  and expense  arising from or directly or  indirectly
attributable to such obligations.

     In WITNESS  WHEREOF,  the parties have duly executed this Assignment  under
seal  by  their  authorized  representatives  as  of  the  date  opposite  their
respective signatures.

                                                 ATHENA INTERNATIONAL
                                                --------------------------------
                                                          (Company)
                                                By:  Michael T. Landers
                                                     ---------------------------
                                                Printed Name: Michael T. Landers
                                                              ------------------
                                                Title: [Illegible]
                                                       -------------------------
                                                TELECOMMUNICATIONS FINANCE GROUP

                                                By:  CC Calloway
                                                     ---------------------------
                                                Authorized Representative of
                                                Telecommunications Finance Group

                                                Date Signed:  12/19/94
                                                              ------------------

<PAGE>

                                                                    OCC CONTRACT
SIEMENS
Stromberg-Carlson
                                  ATTACHMENT A
4OO Rinehart Road
Lake Mary, Florida 32746
(407)  942-5000

Buyer: Athena International                                       DATE: 05/19/94
Denver, CO                                           INSTALLATION SITE: TBD

     This Contract is subject to the terms and conditions set forth herein,  and
     includes the following:

1.   Continuation  pages 2, 3 and 4 which include a Disclaimer of Warranties and
     a Software Product License.

2.   Technical Proposal No.     DC-481238     , Issue     1      dated, 05/19/94
                           -------------------        -----------       --------

3.   Payment Terms:

     o    100% of equipment price upon delivery, F.O.B. Lake Mary, Florida

     o    100% of Installation price upon installation turnover.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                                                                    Delivery
Item                         Description                  Quantity         Unit Price     Total    (Month ARO)
                                                                                                     Schedule
--------------------------------------------------------------------------------------------------------------
<S>         <C>                                           <C>              <C>           <C>       <C>
01             A used Siemens Stromberg-Carlson Digital
               Central  Office carrier Switch  equipped
               for and wired for 1152 digital ports per
               DCO-481238,  Issue  01,  dated  05/19/94
               with a new basic  Release 12.1 CMF, used
               AMA frame.
                                            Material                                     $199,000
                                            Installation                                   28,500
                                                                                         --------
                                            TOTAL                                        $227,500

02             An  addition  to  a  Siemens  Stromberg-
               Carlson  Digital  Central Office Carrier
               Switch   of   basic    SS-7   with   800
               portability  per  DCO-481238,  Issue 01,
               dated 05/19/94. 44,100
                                            Material                                     $49,000
                                            Installation                                   9.600
                                                                                         --------
                                            TOTAL                                        $58,600

                    (continued on page la)
</TABLE>

NOTE:  This  form  must be  signed  and  returned  by  Buyer  within  30 days of
the first date above written.                                       -----

This Contract Is agreed to for item(s):     Siemens Stromberg-Carlson Home
01, 092, 02A, 03 (1set, 06B, 06C            Offices Acceptance
--------------------------------------      By: [Illegible]         5/20/94
[Illegible}                    3/13/96          ---------------------------
--------------------------------------                                 Date
Autorized Representative & Title  Date      _______________________________
For: Athena International                   Receipts of $_____________ from
     ---------------------------------      Buyer is Hereby Acknowledged
           (Buyer/Licensed)                 By:____________________________

<PAGE>

SIEMENS                                                               CONTRACT
Stromberg-Carlson                                                   CONTINUATION
                                                                       SHEET



         Athena International                                     DCO-481238
                                                                  Issue: 01
                                                                  Date: 05/19/96
                                                                  Page 1a
<TABLE>
<CAPTION>
Item          Description                        Qty.     Unit Pr.         Total
--------------------------------------------------------------------------------
<S>           <C>                                <C>      <C>            <C>

02A           An addition to a Siemens
              Stromberg-Carlson Digital
              Central Office Carrier Switch
              of SS-7 spares per DCO-481238,
              Issues 01, dated 05/19/94.
                                    Material                             $ 7,200

03            Additional pairs of "A" LINKS
              (maximum additional available
              is 11)
                                    Material              $7,225

04            "A" LINKS consolidation per
              DCO-481238, Issue 01, dated
              05/19/94.
                                    Material                             $24,000

05            An addition to a Siemens Stromberg-
              Carlson Digital Central Office
              Carrier Switch of Duplex MPs per
              DCO-481238, Issue 01, dated
              05/19/94.
                                    Material                             $22,821
                                    Installation                           4,183
                                    TOTAL                                $27,004

        (continued on page 2a)


</TABLE>
<PAGE>

SIEMENS                                                               CONTRACT
STROMBERG-Carlson                                                   CONTINUATION
                                                                       SHEET

               Athena International                               DC0-481238
               Denver, CO                                         Issue: 01
                                                                  Date: 05/19/94
                                                                  Page 2a

<TABLE>
<CAPTION>
Item                            Description                     Qty       Unit Pr    Total
----                            -----------                     ---       -------    -----
<S>          <C>                                                <C>       <C>        <C>
   06A       Debit Card C.O.S. Feature 824420
             per DCO-481238, Issue 01,
             dated 05/19/94.
                                                  Material                           $19,500

   06B       International Operator Service
             per DCO-481238, Issue 01, dated
             05/19/94.
                                                  Material                           $10,350

   060       Route by ANI on any 700/800 number
             Feature 820399. per D00-481238,
             Issue 01, dated 05/19/94.
                                                  Material                           $ 9,000

   06D       AN!/Auth Code Refresh Protection
             Feature  824429 (Must be ordered with
             Feature 824420) per DCO-481238,
             Issue 01, dated 05/19/94.
                                                  Material                           $19,500
</TABLE>

              THE USED SWITCH IN ITEM 01 IS OFFERED ON A FIRST COME FIRST SERVED
              BASIS.

              A 10% DEPOSIT IS REQUIRED ON ORDER ENTRY. IF LEASED,  A 5% DEPOSIT
              IS REQUIRED ON ORDER ENTRY.  IF APPLIED  AGAINST A LEASE,  IT WILL
              APPLY TO THE FIRST AND  THIRTEENTH  PAYMENTS AND CONTRIBUTE TO THE
              LAST PAYMENT.

              Siemens  Stromberg-Carlson   reserves  the  right  to  change  the
              hardware  elements  in  accordance  with our  ongoing  development
              program.  The  hardware  necessary  to support  the  functionality
              specified will be provided at time of shipment in accordance  with
              our then current hardware configuration policy.

              PRICES DO NOT INCLUDE TAXES AND FREIGHT.

<PAGE>

     ATHENA
     INTERNATIONAL L.L.C.

May 20, 1994

Simons Stronberg-Carlson'

400 Rinehart Road
Lake Mary, FL 32746
Attn: Tom Hayes and Pete Lyons
                                                           By Facsimile

Re:      Technical Proposal No. DCO.-481238
         Athena International, L.L.C.

Dear Tom and Pete:

Following is the Letter of Intent for a used 1152 port Siemens Stromberg-Carlson
Digital Central office Switch with a new basic Release 12.1 CMF, used AMA frame.
Other items to included are the Debit Card C.O.S.  (Item 064) and  International
Operator Services (item 06B). Athena requests a twenty percent (20%) discount on
items 06A and 06B.

Athena intends to lease this equipment,  and does want the ability to add to the
lease as  additional  items  not  ordered  now are  added,  to the  system.  The
submittal  of this  Letter  of  Intent  is  contingent  upon a one year  pricing
guarantee from date order entry for items 02, 02A, 03, 04, 05, 06C and 06D.

Thc document has been signed by William F. Cooper,  III, Chief Operating Officer
of Athena International, L,L.C.

Please call Tom Wilson or me if you have questions.


Sincerely,


Michael Landers
Consultant

c.     Tom Wilson
       William F. Cooper, III

<PAGE>



                     CERTIFICATE OF DELIVERY AND ACCEPTANCE

                                             Commencement Date: January 2, 1995.

     THIS  CERTIFICATE  OF DELIVERY AND  ACCEPTANCE is executed and delivered to
Telecommunications  Finance  Group  ("Lessor")  by  Athena  International,  Ltd.
                                                   -----------------------------
Liability  Co. dba  Athena  International.  LLC  ("Lessee")  pursuant  to and in
-----------------------------------------------
accordance  with the Lease  Agreement  dated:  July 25, 1994 between  Lessor and
                                               -------------
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.   The Equipment  covered by this Certificate  consists of the items described
     in Schedule 1 to Exhibit A of the Lease.

2.   Lessee  confirms  that the  items of  Equipment  covered  hereby  have been
     delivered  to it in  good  working  order  and  condition,  and  have  been
     inspected  and  accepted  by Lessee as of the  Commencement  Date set forth
     above.

3.   Lessee  confirms  that such  items of  Equipment  have been  installed  at:
     910 15th Street, Suite 667 Denver,CO 80202-2928
     -----------------------------------------------

4.   The Lessor's value of the items of Equipment covered hereby is set forth in
     the Schedule 1 to Exhibit A. Lessee confirms that each  installment of rent
     payable is as defined by the rental  rate  factor per  thousand  dollars as
     specified in Section 5 of the Lease.

5.   Lessee hereby: (a) confirms that the items of Equipment covered hereby have
     been  inspected by Lessee,  have been  delivered in good working  order and
     condition and are of the size, design, capacity and manufacture selected by
     it meet the provisions of the purchase  order(s) with respect thereto:  and
     (b) irrevocably  accepts said items in Equipment "as-is",  where-is for all
     purposes of the Lease as of the Commencement Date set forth above and shall
     pursue remedies to correct deficiencies,  if any in said items of equipment
     under tile manufacturer's warranty provisions only.

6.   Lessee  hereby  confirms:  (i) that no  Default  or Event of  Default is in
     existence  as of the  Commencement  Date set  forth  above,  nor  shall any
     Default or Event of Default occur as a result of the lease by Lessee of the
     Equipment  specified  here-in:   and  (ii)  that  all  representations  and
     warranties  of  Lessee  contained  in  the  Lease  or in  any  document  or
     certificate  furnished Lessor in connection herewith,  are true and correct
     as of the Commencement  Date set forth above with the same force and effect
     as if made on such date.

7.   Lessee assumes sole responsibility for ensuring that the billing center can
     correctly read call records. Lessee's responsibility includes reading daily
     the automatic  message/ticketing  accounting  system and/or polling systems
     tape(s) by the billing system to ensure all ticket  information is present.
     Risk of loss for any  revenue  or  profit  associated  therewith  passes to
     Lessee upon cutover of any hardware or software.

8.   All of the  terms,  provisions  and  conditions  of the  Lease  are  hereby
     incorporated herein and made a part hereof as if such terms, provisions and
     conditions were set forth in full in this  Certificate.  By their execution
     and delivery of this  Certificate,  the parties hereto  reaffirm all of the
     terms,  provisions and conditions of the Lease. IN WITNESS WHEREOF,  Lessee
     has caused this  Certificate to be executed by its duly authorized  officer
     as of the Commencement Date set forth above.

Refer S.O. # 065066               ATHENA INTERNATIONAL, LTD. LIABILITLY
                                  CO. DBA ATHANA INTERNATIONAL, LLC     (Lessee)
                                  -------------------------------------
                                  By: /s/ Michael Landers              Exec Dir.
                                  ----------------------------------------------
                                  Michael Landers             Executive Director
                                 -----------------------------------------------
                                                 Name & Title)

                                  ACCEPTED BY:
                                  TELECOMMUNICATIONS FINANCE GROUP
                                  AS OF THE 23 DAY OF May 1995
                                            --        ---   --
                                  By: /s/ CC Callaway
                                      ------------------------------------------

                                      ------------------------------------------
                                           Authorized Representative of
                                         Telecommunications Finance Group

<PAGE>

                             SCHEDULE 1 OF EXHIBIT A

                      (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of July 25, 1994 between  Telecommunications  Finance Group, as Lessor,
and Athena International,  Ltd. Liability Co. dba Athena International,  LLC, as
Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>
Equipment List
Number                     Description                                                                Amount
------                     -----------                                                                ------[
<S>                        <C>                                                                        <C>
DC0-481238                 A New Siemens Stromberg-Carlson                                           $314,252.00
                           Digital Central Office Carrier Switch
                           Equipped and Wired for 1152 Digital
                           Ports  (DC0-481238,  Issue 1, Dated  05/19/94) With a
                           New Basic  Release  12.1 CMF, A Used AMA  Frame,  SS7
                           with 800 Portability,  SS7 Spares, One (1) Additional
                           Pair of
                           "A" Links, International Operator
                           Service, and Route by ANI on any 700/800
                           Number Including Installation
</TABLE>

The above described equipment to be installed at:

                910 15th Street, Suite 667, Denver, CO 80202-2928

                                            BY:_________________________________

                                            DATE:_______________________________

<PAGE>

ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
                                    DESCRIPTION                                       QTY
-----------------------------------------------------------------------------------------
ITEM 01
                   DIGITAL TRUNK INTERFACE FRAME, USED
-----------------------------------------------------------------------------------------
<S>                <C>                                                                <C>
                   Digital Trunk Frame                                                  1
                   CUA-Digital Trunk 6
                   1'1 Interface (Trk + Open)                                         4 8
                   DTF CUA-Basic PWBA                                                   6
                   Rear Doors (HW=207600-471A)                                          1
                   Front Doors (HW,=207600-160A)                                        1
                   Blower Assembly, Base Mtg.                                           1
                   PWBA Guides (1/CUA)                                                  6
                   Frame & Joining HW                                                   1
                   Structural Bracing                                                   1
                   Frame Package                                                        1
                   Terminal Block                                                       1

                   LINE/TRUNK FRAME, USED
-----------------------------------------------------------------------------------------

                   Line Trunk Frame (Analog)                                            1
                   Supervisory Panel                                                    1
                   Term Assembly PWBA                                                   1
                   CUA-LTF Line Group                                                   1
                   Basic PWBA for DAL CUA/Opt                                           1
                   Loop Trk, Reverse Battery                                            1
                   2W E&M Trunk                                                         2
                   Frame Package                                                        1
                   Terminal Block                                                       1
                   PWBA Guides (1/CUA)                                                  4
                   Sender PWBA, TMF (Digital)                                           4
                   Receiver PWBA, DTMF (STD)                                          1 7
                   Receiver PWBA, DTMF (FOC)                                            0
                   Structural Bracing                                                   1
                   Receiver PWBA, TMF/EVACT                                           1 0
                   Sender PWBA, DTMF (Digital)                                          4
                   Rear Doors (HW=207600-471A)                                          1
                   Front Doors (HW=207600-160A)                                         1
                   CUA- Trunk Service Group                                             1
                   CUA-Service Group                                                    2
                   Basic PWBA for Service Circuit CUA                                   2
                   Basic PWBA for Analog CUA                                            1
</TABLE>


                                     Page 1

<PAGE>

ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19194, Issue 01


<TABLE>
<CAPTION>
                                     DESCRIPTION                                      QTY
-----------------------------------------------------------------------------------------
                   CONTROL & MAINTENANCE FRAME, NEW
-----------------------------------------------------------------------------------------
                   <S>                                                                  <C>
                   CMF il                                                               1
                   Frame Weldment                                                       1
                   Power Supply Door                                                    1
                   Pkg. Assembly, Front Trim                                            1
                   Rear Door Mounting Hardware                                          1
                   Rear Trim Package                                                    1
                   Right Front Door                                                     1
                   Left Front Door                                                      1
                   Door Assembly Right Rear                                             1
                   Door Assembly Left Rear                                              1
                   Door Assembly Power Supply                                           1
                   Earthquake Cabinet Joining                                           1
                   Basic TSI/TPP                                                        1
                   PWBA, Timeslot Interchange                                           4
                   TSI PGH Interface Card                                               4
                   Basic CP PWBA                                                        1
                   MCG II PWBA                                                          2
                   DU II PWBA                                                           2
                   Cable Assembly, DLI II                                               1
                   PWBA, Feature Processor II                                           2
                   Cable Assembly, FP II                                                1
                   J Processor CP E/W 8 Mb Memory                                       2
                   SNC Clock                                                            1
                   DCO-E Interface                                                      1
                   PWBA SLU Panel                                                       6
                   Blank Panel Package Double                                           1
                   Basic MP PWBA                                                        1
                   PWBA, TMP                                                            1
                   Cable Assembly, TMP                                                  1
                   PWBA, Bus Multiplexer II                                             1
                   PWBA, Mass Storage Adapter                                           1
                   PWBA, J Processor with 2 MB Memory                                   1
                   PWBA (2W) PXAM II                                                    1
                   PWBA, Serial Une Unit                                                1
                   MG Basic PWBA MSS CUA                                                1
                   Tape Cartridge, MSS                                                  1
                   Head Cleaning Kit, MSS                                               1
                   Basic PWBA, Maintenance and TAS                                      6
</TABLE>

                                     Page 2


<PAGE>

ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19/94, Issue 01

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                   DESCRIPTION                                                        QTY
-----------------------------------------------------------------------------------------
                   <S>                                                                <C>
                   PWBA TAS Control                                                     1
                   Diagnostic Grading Panel                                             1
                   Release 12 Software                                                  1

                   POWER, RINGING & TEST FRAME, USED
-----------------------------------------------------------------------------------------
                   PRT 00 Frame & Power Dist.                                            1
                   100A Circuit Breaker Package                                          9
                   5A Circuit Breaker -AC                                                1
                   7A Circuit Breaker -AC                                                1
                   Ring Generator Cabinet                                                1
                   Ring Generator- 20 Hz                                                 1
                   Ring Mux & Serializer PWBA                                            2
                   RM&M Optional Wiring                                                  1
                   Rear Doors (HW=207600-471A)                                           1
                   Front Doors (HW=207600-160A)                                          1
                   Cable Assembly                                                        1
                   Structural Bracing                                                    1

                   COMMON EQUIPMENT FRAME, USED
------------------------------------------------------------------------------------------
                   19" Relay Rack (DSX/Misc.)                                           1
                   Relay Rack Fuse Panel                                                1
                   Battery. Discharge From-top 7'                                       1
                   Package Assembly I/O EMC Earthquake                                  1
                   Wall Mounted. Newton Term Block/Bar                                  2
                   Installation Material                                                1
                   SCAT Package                                                         1
                   Structural Bracing                                                   1
                   Sup'str/Power & Intercon Cab.                                        1
                   Office Related Drawings                                              3
                   Standard Documentation                                               3
                   S/C Practices (SCPs)                                                 1

                   AUTOMATIC MESSAGE ACCOUNTING, USED
------------------------------------------------------------------------------------------
                   AMA Frame Top Entry Cable                                             1
                   AMA Basic PWBA                                                        1
                   Magnetic Tapes                                                        1
                   1600 BPI Tape Drives                                                  2
</TABLE>


                                     Page 3

<PAGE>

ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19/94, Issue 01

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                   DESCRIPTION                                                        QTY
-----------------------------------------------------------------------------------------
                   <S>                                                                <C>
                   1600 BPI Strapping                                                   1
                   1600 BPI Software I/F                                                1
                   Rear Doors                                                           1
                   Structural Bracing                                                   1

                   MISCELLANEOUS HARDWARE, USED
-----------------------------------------------------------------------------------------
                   300/1200 Baud Modem                                                  1
                   Cook NT5M Digital Announcer                                          1
                   Structural Bracing Mod Grp                                           4
                   Genicom 2120 Prntr DC                                                1
                   DEC VT 320 CA CRT1
                   DC-AC 200 VA Invert                                                  1
                   DSX PnI-ADC DSX-DR19 W/CORDS                                         4
                   ADC 2200B Test Access                                                1

                    POWER EQUIPMENT, USED
-----------------------------------------------------------------------------------------
                   Batt Charger 100 AmpJ50V 1 Ph.                                       2
                   Charger Rack Mtg. Assembly 7'                                        1
                   Battery Rack-With Bracing                                            1
                   Exide DD Battery 700 AH                                              1

                   SPARE PARTS, USED
----------------------------------------------------------------------------------------
                   Common Control Spares                                               1
                   Basic LTF Spare Parts                                               1
                   DTF PWBA Cluster Spare                                              1
                   Basic DTF Spare Parts                                               1
                   AMA Spare Parts                                                     1

                   CMF II Spares, NEW
-----------------------------------------------------------------------------------------
                   PWBA, Tape Drive                                                    1
                   PWBA, 91 MB Disk Drive                                              1
                   PWBA, Power and Alarm                                               1
                   PWBA, Master Clock OsC                                              1
                   PWBA, Power Monitor                                                 1
                   PWBA, MCG II                                                        1
                   PWBA, Master Clock Dist. II                                         1
                   PWBA, DLI II                                                        1
                   PWBA, TBI II                                                        1
</TABLE>


                                     Page 4

<PAGE>

ATHENA INTERNATIONAL, TBD
DCO-481238, 05119194, Issue 01

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                   DESCRIPTION                                                        QTY
-----------------------------------------------------------------------------------------
                   <S>                                                                <C>
                   PWBA, MSA/SL                                                         1
                   PWBA, Data Trunk III                                                 1
                   Traffic Measure Processor                                            1
                   PWBA, J Processor with 2 MB Memory                                   1
                   PWBA, Feature Processor II

                   SOFTWARE FEATURES
-----------------------------------------------------------------------------------------
                   Software Generic Release 12.1                                        1
                   No. of NXX Of. Codes                                               512
                   Split Authorization Codes                                            1
                   Hot Une Routing                                                      1
                   Fraud Detection-Pattern Recog.                                       1
                   Trunk Queuing with Override                                          1
                   DAL Directory No. Tables                                             1
                   Intercept to Announcer                                               1
                   Tape to Tape Transfer                                                1
                   Time Altered Least Cost Rtg                                          1
                   INWATS AC on FGB Circuits                                            1
                   Enhanced Fraud Detection                                             1
                   FGC Outgoing Operation                                               1
                   Digital Pad Control                                                  1
                   Auth. Code Sending on FGA                                            1
                   Concurrent AMA\DLI                                                   1
                   Shared Project Codes                                                 1
                   FOC By Trunk Group                                                   1
                   0+ Service Enhancement                                               1
                   User Alert Trace                                                     1
                   Call in Progress Trace                                               1
,                  INWATS AC on FGB Circuits                                            1
                   I/F to Smart Operator Pos.                                           1
                   Digital I/F to Remote Oper.                                          1
                   Inter-Operator Transfer                                              1
                   $CODE Overlay                                                        1
                   Automatic Trunk Re-Attempt                                           1
                   Custom Int'cpt Announcement                                          1
                   Alarm Send                                                           1
                   Speed Call-No. Pub 7/10D                                         10000
                   Speed Call - Private Lists                                       1 0 0
                   No. of Codes-Private                                             240 0
                   Authorization Codes-Qt.                                          27000
                   Traffic Measurement Enhanced                                         1
</TABLE>


                                     Page 5

<PAGE>

ATHENA INTERNATIONAL, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------
                   DESCRIPTION                                                        QTY
-----------------------------------------------------------------------------------------
                   <S>                                                                <C>
                   Multitasking Ports                                                   7
                   Selective Number B locking                                           1
                   AMA - Tape Operation                                                 1
                   AMA - DLI I/F w Vendor Sys                                           1
                   Enhanced Partitioning                                                1
                   Interim 800 Service/10d Trnsltn                                  20000
                   Interface to Vendor CODC                                             1
                   Credit Card Special Dialing                                          1
                   Enhanced VACT Supervision                                            1
                   ANI Code Validation - 15 NPAs                                       15
                   Validated Project Code Size                                          4
                   Fiat Rate Features                                                   1
                   Operator Flag Digits                                                 1
                   ANI Sending on FGD Trunk                                             1
                   Enhanced 800 INWATS Service                                          1
</TABLE>

                                     Page 6


<PAGE>

ATHENA INTERNATIONAL, TBD
DCO-481238, 05119194, Issue 01

<TABLE>
<CAPTION>
                                       DESCRIPTION                                    QTY
-----------------------------------------------------------------------------------------
ITEM02             SS7 HARDWARE & SOFTWARE
-----------------------------------------------------------------------------------------
<S>                <C>                                                                <C>
                   Signalling System Controller                                         2
                   Communication Unk Controller                                         2
                   Continuity Test PWBA                                                 3
                   Data Unk III                                                         2
                   SS-7 Software                                                        1
                   Miscellaneous cables
                   Link Pair Software

ITEM 02A           SS7 SPARES
-----------------------------------------------------------------------------------------
                   Signalling System Controller PWBA                                    1
                   Communication Link Controller PWBA                                   1

</TABLE>

                                     Page 7

<PAGE>

SIEMENS                                                                SOFTWARE
Stromberg-Carlson                                                       LICENSE
                                   EXHIBIT B                           AGREEMENT
400 Rinehart Road
Lake Mary, Florida 342746
(407) 333-5500

To:

THIS LICENSEE AGREEMENT IS EFFECTIVE ON THE     25th     day of July     , 1994;
                                            -----------         ---------    ---
by and between Siemens Stromberg-Carlson with offices at 400 Rinehart Road, Lake
                                            ------------------------------------
Mary, Florida ("SSC" or "Licensor) and Athena International,  Ltd. Liability Co.
dba  Athena  International,  LLC with  offices  at 910 15th  Street,  Suite 330,
-----------------------------------     ----------------------------     Denver,
Colorado 80202-2928 ("Buyer" or "Licensee") ---------------------------

                           SOFTWARE LICENSE AGREEMENT

Under this Agreement, Buyer (hereinafter referred to as "Licensee") will acquire
from  Siemens  Stromberg-Carlson  (hereinafter  referred to as  "Licensor")  and
"Designated DCO" (defined  below),  which includes being furnished the "Software
Product" (defined below) and rights to use it in the operation of the Designated
DCO under the following terms and conditions.

1.   In addition to definitions contained elsewhere herein,  certain terms shall
     have meanings as follows:

     a.   "Affiliated  Corporation"  means  a  subsidiary,   parent,  or  sister
          subsidiary either directly or indirectly  controlling or controlled by
          the party  hereto or directly  or  indirectly  controlled  by a common
          parent of the affiliate and the party.

     b.   "Derivative   Work"  means   computer   program   instructions   which
          incorporate all or potions of a Software  Product  directly or through
          linking and locating.

     c.   "Designated  DCO" means the Digital  Central  Office System  equipment
          supplied to the Licensee by the Licensor for which the site  dependent
          data base  questionnaire  submitted  by  Licensee  to the  Licensor is
          applicable.

     d.   "Generic  Computer Program" means a software computer program in which
          there subsides a set of computer  instruction  steps which are generic
          to more than the  specific  version of the computer  program  which is
          furnished  under the  license.  (For the Software  Products  furnished
          under a given  license,  only the  applicable  computer  program steps
          Products furnished under a given license, only the applicable computer
          program steps necessary to provide the licensed feature are enabled.)

     e.   "Improvement/Enhancement"  means any  improvements  or enhancements to
          the Software Product, or to the composite hardware and software design
          of the  Designated DCO which includes an improvement or enhancement to
          the Software Product.

     f.   "Improvement/Enhancements   Grant-Back  Rights"  means   royalty-free-
          worldwide,  non-exclusive  rights to make,  have made, sell (including
          disposition  to an  end-user)  and use under  copyrights  to  software
          patents,  copyrights to firmware and  semiconductor  mask registration
          rights  in  and  to  Improvements/Enhancements,   with  the  right  to
          sub-license to Affiliated Corporations (such sublicense to survive any
          subsequent termination of the affiliation.

     g.   "Software  Product"  means the  software  computer  program,  which is
          tailored for use in the operation of the Designated DCO (in accordance
          with the site  dependent  data  base  questionnaire  submitted  by the
          Licensee to the Licensor) and which includes the following materials:

          (1.0)a set of machine readable computer program instructions  recorded
               on magnetic disks or other storage media; and;

          (2.0)a source code  listing of the data base  portion of the  computer
               program instructions,  augmented by the programmer's annotations;
               and

          (3.0)all  releases,  issues or short  sequences  of  computer  program
               instruction  modifications  ("patches") furnished by the Licensor
               to the Licensee as a replacement  for or for the  modification of
               previously furnished materials; and

          (4.0)all Derivative Works or  modifications,  by whomever made, or any
               of the foregoing; and

          (5.0)all  copies  of any of the  foregoing,  in whole  or in part,  by
               whomever made.

2.   In consideration of the right-to-use fee, stated in the Licensor's  invoice
     for the Designated DCO equipment, the Licensor grants under the proprietary
     rights (including  copyrights) and the Licensee accepts, in accordance with
     the law of New York, and indivisible,  non-exclusive  and  non-transferable
     (except as  provided  in Section  2.m.)  license in each  Software  Product
     furnished  hereunder  to use the  Software  Product on the  Designated  DCO
     subject to the following terms:

     a.   The Licensee Agrees:

          (1.0)it shall  limit its use of each  Software  Product  solely to the
               operation of the applicable  Designated DCO and no other purpose;
               and

          (2.0)it shall limit its making of copies of the Software  Product,  in
               whole  or  in  part,  to  copies  reasonably  necessary  for  the
               operation of the Designated DCO and shall make none other; and

          (3.0)It  shall  reproduce  all  proprietary  notices,   including  the
               copyright  notices of the  Licensor,  which appear on are encoded
               within  the  Software  Product  in the form or forms in which the
               Software Product is received from the Licensor,  upon all copies,
               Derivative Works or other  modifications which the Licensee shall
               make; and

          (4.0)The Software Product (physical materials, including all copies by
               whomever made) shall be the property of the Licensor;

          (5.0)The Licensee  recognizes  that the Software  Product is a Generic
               Computer Program, and shall not do, or cause to be done, anything
               to  activate   any  of  the   subsisting   non-enabled   computer
               instruction  steps  therein.  Further,  the Licensor  reserves to
               itself  the  exclusive right to cause the  subsiding  non-enabled
               program  instruction steps to be activated (by the issuance under
               the license of a version of Software  Product have the applicable
               additional  computer   instruction  steps  enabled)  pursuant  to
               standard  right-to-use  software  license upgrade Fees or, in the
               absence  of a standard  upgrade  fee,  for an  upgrade  fee to be
               negotiated.

     b.   As an additional fee required hereunder for the Software Product,  the
          Licensee  shall  further pay to the Licensor any state or local taxes,
          however  designated,  levied  against and paid by the Licensor,  based
          upon this  transaction,  or based upon  Licensor's,  or the Licensee's
          interests in the Software Product,  including sales,  privilege,  use,
          personal property or intangible property taxes, exclusive, however, of
          taxes based upon net income.

     c.   Notwithstanding  any other  provision  hereof,  in the event  Licensor
          develops  improvements or  enhancements to the Software  Product which
          represent  significant  "value added" to the  Designated  DCO or which
          represent a significant  improvement  of performance of the Designated
          DCO, the  Licensor  reserves  the right to market the  improvement  or
          enhancement as a separate offering (requiring payment of an additional
          right-to-use  fee, and  which at the Licensor's option may require the
          Licensee to execute a new Software Product License).

     d.   The Licensee hereby grants and agrees to grant to the Licensor, to the
          extent  it  lawfully  may,  the  Improvements/Enhancements  Grant-Back
          Rights  related  to any  development  whether  made  by the  Licensor,
          Licensee,  or agents of the  Licensee,  of all or any  portion  of any
          Software  Product  furnished  hereunder  pursuant  to any  request  or
          specifications  by the Licensee for a design different from Licensor's
          design,  and regardless of whether or not the Licensee has compensated
          the  Licensor  for its  performance  of  such  development.  Title  to
          patents, copyrights, trade secrets and mask registrations developed by
          Licensor pursuant to any request or specifications by the Licensee and
          regardless  of whether the Licensee has  compensated  the Licensor for
          its performance of such development shall vest in Licensor;  Licensee,
          however, is to get Improvements/Enhancements Grant-Back Rights.

     e.   The Licensee shall not merge any Software  Product with other software
          computer  program  materials  to form a  Derivative  Work or otherwise
          modify or alter a Software  Product in any manner  whatsoever,  unless
          prior thereto the Licensee  shall execute a written  grant-back,  in a
          form  satisfactory  to the  Licensor,  granting  to the  Licensor  the
          Improvement/Enhancements  Grant-Back  Rights  in and  to  the  merged,
          modified  or  altered  Software  Product.  However,  nothing  in  this
          subsection  2.e.  shall be  interpreted  or construed as entitling the
          Licensee to access to the source code version of the Software Product,
          as entitling  the Licensee to access to the source code version of the
          Software  Product,  or  to  receive  any  manner  of  support  of  the
          Licensee's  efforts to merge,  modify or alter  Software  Product from
          Licensor.

     f.   The Licensee  agrees that any  communication  or other  disclosure  of
          information   it  makes  to  the   Licensor   related  to  a  request/
          specification  for an  improvement,  enhancement,  to  modification to
          Licensor's  design  of the  Software  Product  shall  be  made  upon a
          nonconfidential basis without any manner of restriction of Licensor in
          its use of dissemination of received information.

     g.   Five (5) year initial term; option for fifty (50) year extension term;
          and requirement for notice:

          (1.0)The term of this  License  shall be five (5) years from and after
               the date of turnover to the Licensee of the  Designated  DCO; and
               the  Licensee's  rights-to-use  the  Software  Product  and  this
               License shall terminate upon the expiration of such term,  unless
               the  Licensee  has  exercised  its  option  to  acquire a license
               extension term, pursuant to Subsection 2.g. (2.0), following.

          (2.0)The Licensor  hereby grants  Licensee an option whereby in return
               for the payment of the then current right-to-use renewal fee, the
               Licenseee shall acquire a paid-up license extension for a term of
               fifty (50) years  starting  immediately  upon  expiration  of the
               initial five (5) year term.

          (3.0)The foregoing notwithstanding, the Licensee's failure to exercise
               the  foregoing  option by the date of  expiration  of the initial
               five (5) year term shall not bring about the  termination  of the
               Licensee's  rights-to-use the Software Product and termination of
               this License,  unless the Licensor has provided the Licensee with
               six (6) months  advanced  written notice advising the Licensee of
               such impending termination (See also Subsection 2.1, hereinafter,
               pertaining to notices.)

     h.   Default Termination:

          (1.0)The Licensor  and the Licensee  shall have the right to terminate
               this License in the event of any default by the other party which
               the  defaulting  party fails to correct  within a period of sixty
               (60)  days  after  the  receipt  of  notice   thereof   from  the
               non-defaulting  party,  or immediately  and without notice in the
               event  that  any  bankruptcy,  arrangement  for  the  benefit  of
               creditors or insolvency  proceedings  are commenced,  or against
               the Licensee,  or in the event of the  appointment of an assignee
               for benefit of  creditors  or a receiver  of the  Licensee or its
               properties.

<PAGE>

                      "ADDITIONAL" SECRETARY'S CERTIFICATE

     I,  _____________,  do hereby  certify  that I am the  Secretary  of ATHENA
INTERNATIONAL  LTD.  LIABILITY  CO.  DBA  ATHENA  INTERNATIONAL,  LLC, a Limited
Liability  Company duly  organized  and existing  under the laws of the State of
Louisiana  ("Company)  ");  that I am the keeper of the seal of the  company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company;  that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing  Members of the Company  duly  convened and held in
accordance  with the  By-Laws  and  Operating  Agreement  of the  Company on the
__________  day of  ,19__,  at  which  time  a  quorum  was  present  and  acted
throughout;  and  that  said  resolutions  have  not in any way  been  modified,
repealed or rescinded, but are in full force and effect:

          "RESOLVED,  that any  Managing  Member of the Company be and is hereby
     authorized and empowered in the name and on behalf of this Company to enter
     into one or more lease  agreements  with  TELECOMMUNICATIONS  FINANCE GROUP
     ("hereinafter  called "LESSOR")  concerning personal property leased to the
     Company;  from  time  to time to  modify,  supplement  or  amend  any  such
     agreements;  and to do and perform all other acts and things deemed by such
     Managing  Member to be necessary,  convenient or proper to carry out any of
     the foregoing; and be it

          FURTHER RESOLVED, that all that any Managing Member shall have done or
     may do in the premises is hereby ratified and approved; and be it

          FURTHER RESOLVED,  that the foregoing resolutions shall remain in full
     force and effect until written notice of their amendment or recission shall
     have been  received  by LESSOR and that  receipt of such  notice  shall not
     effect any action taken or loans or advances  made by LESSOR prior  thereto
     and LESSOR is authorized to rely upon said resolutions  until receipt by it
     of written notice of any change; and be it

          FURTHER  RESOLVED,  that the Secretary be and is hereby authorized and
     directed to certify to LESSOR that the foregoing resolutions and provisions
     thereof are in conformity with the Operating  Agreement and By-Laws of this
     Company."

     I do further certify that the Lease  Agreement  entered into by the Company
and LESSOR concerning the follow items of personal property:

Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant thereto and there are no restriction imposed by the Operating Agreement
or By-Laws of the Company  restricting  the power or  authority  of the Managing
Memo of the Company to adopt the  foregoing  resolutions  or upon the Company or
its Managing Members to act in accordance therewith.

     I do further  certify that the following are names and specimen  signatures
of  Managing  Members  of the  Company  empowered  and  authorized  by the above
resolutions, each of which has been duly elected to hold and currently holds the
of the Company set opposite his name:

NAME                                OFFICE                   SIGNATURE
----                                ------                   ---------

Kevin H. Pollard               President & CEO              /s/ Kevin H. Pollard

IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Company this 2nd day of April, 1998
             ---        -----    --

                            /s/ Kevin H. Pollard
                            ----------------------------------------------------
(SEAL)                      Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
                            DBA ATHENA INTERNATIONAL, LLC

<PAGE>

                      "ADDITIONAL" SECRETARY'S CERTIFICATE

     I, ____________, Craig Beines, do hereby certify that I am the Secretary of
ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, a Limited
Liability  Company duly  organized  and existing  under the laws of the State of
Louisiana  ("Company)");  that I am the  keeper of the seal of the  company  and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company;  that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing  Members of the Company  duly  convened and held in
accordance with the By-Laws and Operating  Agreement of the Company on the _____
day of _________,  19__ at which time a quorum was present and acted throughout;
and  that  said  resolutions  have  not in any way been  modified,  repealed  or
rescinded, but are in full force and effect:

          "RESOLVED,  that any  Managing  Member of the Company be and is hereby
     authorized and empowered in the name and on behalf of this Company to enter
     into one or more lease  agreements  with  TELECOMMUNICATIONS  FINANCE GROUP
     ("hereinafter  called "LESSOR")  concerning personal property leased to the
     Company;  from  time  to time to  modify,  supplement  or  amend  any  such
     agreements;  and to do and perform all other acts and things deemed by such
     Managing  Member to be necessary,  convenient or proper to carry out any of
     the foregoing; and be it

          FURTHER RESOLVED, that all that any Managing Member shall have done or
     may do in the premises is hereby ratified and approved; and be it

          FURTHER RESOLVED,  that the foregoing resolutions shall remain in full
     force and effect until written notice of their amendment or recission shall
     have been  received  by LESSOR and that  receipt of such  notice  shall not
     effect any action taken or loans or advances  made by LESSOR prior  thereto
     and LESSOR is authorized to rely upon said resolutions  until receipt by it
     of written notice of any change; and be it

          FURTHER  RESOLVED,  that the Secretary be and is hereby authorized and
     directed to certify to LESSOR that the foregoing resolutions and provisions
     thereof are in conformity with the Operating  Agreement and By-Laws of this
     Company."

     I do further certify that the Lease  Agreement  entered into by the Company
and LESSOR concerning the following items of personal property:

Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant  thereto  and  there  are no  restrictions  imposed  by  the  Operating
Agreement  or By-Laws of the Company  restricting  the power or authority of the
Managing  Members of the Company to adopt the foregoing  resolutions or upon the
Company or its Managing Members to act in accordance therewith.

     I do further  certify that the following are names and specimen  signatures
of  Managing  Members  of the  Company  empowered  and  authorized  by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Company set opposite his name:

NAME                                 OFFICE                 SIGNATURE
----                                 ------                 ---------

Kevin H. Pollard                President & CEO             /s/ Kevin H. Pollard

IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Company this 23 day of March, 1998
             --        -----    --

                            ____________________________________________________
(SEAL)                      Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
                            DBA ATHENA INTERNATIONAL, LLC

<PAGE>

                             SECRETARY'S CERTIFICATE

     I, Craign Beiner,  do hereby  certify that I am the Assistant  Secretary of
        -------------
ATHENA  INTERNATIONAL  LTD.  LIABILITY  CO.  dba  ATHENA  INTERNATIONAL,  LLC, a
corporation  duly organized and existing under the laws of the State of Colorado
("Corporation");  that I am  the  keeper  of the  seal  of the  corporation  and
corporate records,  including,  without limitation, the Charter, By-Laws and the
minutes of the meeting of the Board of  Directors of the  Corporation;  that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the  Corporation,  which  resolutions  were duly  adopted and
ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance with the By-Laws and Charter of the Corporation on the 29
                                                                              --
day of March, 1996 at which time a quorum was present and acted throughout;  and
       -----    --
that said resolutions have not in any way been modified,  repealed or rescinded,
but are in full force and effect:

          "RESOLVED,  that  any  officer  of the  Corporation  be and is  hereby
     authorized  and empowered in the name and on behalf of this  Corporation to
     enter into one or more lease  agreements  with  TELECOMMUNICATIONS  FINANCE
     GROUP ("hereinafter called "LESSOR") concerning personal property leased to
     the Corporation;  from time to time to modify, supplement or amend any such
     agreements;  and to do and perform all other acts and things deemed by such
     officer  to be  necessary,  convenient  or  proper  to carry out any of the
     foregoing; and be it

          FURTHER RESOLVED,  that all that any officer shall have done or may do
     in the premises is hereby ratified and approved; and be it

          FURTHER RESOLVED,  that the foregoing resolutions shall remain in full
     force and effect until written notice of their amendment or recission shall
     have been  received  by LESSOR and that  receipt of such  notice  shall not
     effect any action taken or loans or advances  made by LESSOR prior  thereto
     and LESSOR is authorized to rely upon said resolutions  until receipt by it
     of written notice of any change; and be it

          FURTHER  RESOLVED,  that the Secretary be and is hereby authorized and
     directed to certify to LESSOR that the foregoing resolutions and provisions
     thereof are in conformity with the Charter and ByLaws of this Corporation."

     I do  further  certify  that  the  Lease  Agreement  entered  into  by  the
Corporation and LESSOR concerning the following items of personal property:

Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation  restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.

     I do further  certify that the following are names and specimen  signatures
of  officers  of  the   Corporation   empowered  and  authorized  by  the  above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:

NAME                                   OFFICE              SIGNATURE
----                                   ------              ---------

William Cooper            Vice President - Operations      /s/ William F. Cooper

IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Company this 3rd day of March 1998.
             ---        -----   --

                        /s/ Craig Beiner
                        ________________________________________________________
(SEAL)                  Assistant Secretary of ATHENA INTERNATIONAL LTD LIABILIT
                                                   dba ATHENA INTERNATIONAL, LLC

<PAGE>

                             SECRETARY'S CERTIFICATE

     I, P. Scott  Muller,  do hereby  certify that I am the  Secretary of ATHENA
        ----------------
INTERNATIONAL  LTD.  LIABILITY  CO.  dba  ATHENA  INTERNATIONAL  LLC,  a Limited
Liability  Company duly  organized  and existing  under the laws of the State of
Louisiana  ("Corporation");  that I am the keeper of the seal of the corporation
and corporate records,  including.  without limitation, the Charter, By-Laws and
the minutes of the meeting of the Board of  Directors of the  Corporation;  that
the  following  is an  accurate  and  compared  transcript  of  the  resolutions
contained in the minute book of the  Corporation,  which  resolutions  were duly
adopted and ratified at a meeting of the Board of  Directors of the  Corporation
duly  convened  and held in  accordance  with the  By-Laws  and  Charter  of the
Corporation on the 1st day of Dec., 1996. at which time a quorum was present and
                   ---        ----    --
acted  throughout:  and that said resolutions have not in any way been modified,
repealed or rescinded,  but are in full force and effect:


          "RESOLVED,  that  any  officer  of the  Corporation  be and is  hereby
     authorized  and empowered in the name and on behalf of this  Corporation to
     enter into one or more lease  agreements  with  TELECOMMUNICATIONS  FINANCE
     GROUP ('hereinafter called "LESSOR") concerning personal property leased to
     the Corporation;  from time to time to modify, supplement or amend any such
     agreements:  and to do and perform all other acts and things deemed by such
     officer  to be  necessary,  convenient  or  proper  to carry out any of the
     foregoing; and be it

          FURTHER RESOLVED,  that all that any officer shall have done or may do
     in the premises is hereby ratified and approved; and be it

          FURTHER RESOLVED,  that the foregoing resolutions shall remain in full
     force and effect until written notice of their amendment or recission shall
     have been  received  by LESSOR and that  receipt of such  notice  shall not
     effect any action taken or loans or advances  made by LESSOR prior  thereto
     and LESSOR is authorized to rely upon said resolutions  until receipt by it
     of written notice of any change: and be it

          FURTHER  RESOLVED,  that the Secretary be and is hereby authorized and
     directed to certify to LESSOR that the foregoing resolutions and provisions
     thereof   are  in   conformity   with  the  Charter  and  By-Laws  of  this
     Corporation."

     I do  further  certify  that  the  Lease  Agreement  entered  into  by  the
Corporation and LESSOR concerning the following items of personal property:

Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation  restricting the power or authority of the Board or Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.

     I do further  certify that the following are names and specimen  signatures
of  officers  of  the   Corporation   empowered  and  authorized  by  the  above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:

NAME                                 OFFICE               SIGNATURE
----                                 ------               ---------

Michael Landers            Exec. Managing Director        /s/ Michael T. Landers
Thomas W. Wilson           Managing Director              /s/ Thomas W. Wilson
William F. Cooper, III     Managing Director              /s/ Willim F. Cooper
P. Scott Muller            Managing Director              /s/ P. Scott Muller


IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Corporation this 1st day of Dec. 1996
                 ---        ----   --

                            /s/ P. Scott Muller
                            ----------------------------------------------------
(SEAL)                      Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
                            dba ATHENA INTERNATIONAL, LLC

<PAGE>

                             SECRETARY'S CERTIFICATE

     I, P. Scott  Muller,  do hereby  certify that I am the  Secretary of ATHENA
        ----------------
INTERNATIONAL  LTD.  LIABILITY  CO.  dba  ATHENA  INTERNATIONAL  LLC,  a Limited
Liability  Company duly  organized  and existing  under the laws of the State of
Louisiana  ("Corporation");  that I am the keeper of the seal of the corporation
and corporate records,  including.  without limitation, the Charter, By-Laws and
the minutes of the meeting of the Board of  Directors of the  Corporation;  that
the  following  is an  accurate  and  compared  transcript  of  the  resolutions
contained in the minute book of the  Corporation,  which  resolutions  were duly
adopted and ratified at a meeting of the Board of  Directors of the  Corporation
duly  convened  and held in  accordance  with the  By-Laws  and  Charter  of the
Corporation on the 1st day of Dec., 1996. at which time a quorum was present and
                   ---        ----    --
acted  throughout:  and that said resolutions have not in any way been modified,
repealed or rescinded,  but are in full force and effect:


          "RESOLVED,  that  any  officer  of the  Corporation  be and is  hereby
     authorized  and empowered in the name and on behalf of this  Corporation to
     enter into one or more lease  agreements  with  TELECOMMUNICATIONS  FINANCE
     GROUP ('hereinafter called "LESSOR") concerning personal property leased to
     the Corporation;  from time to time to modify, supplement or amend any such
     agreements:  and to do and perform all other acts and things deemed by such
     officer  to be  necessary,  convenient  or  proper  to carry out any of the
     foregoing; and be it

          FURTHER RESOLVED,  that all that any officer shall have done or may do
     in the premises is hereby ratified and approved; and be it

          FURTHER RESOLVED,  that the foregoing resolutions shall remain in full
     force and effect until written notice of their amendment or recission shall
     have been  received  by LESSOR and that  receipt of such  notice  shall not
     effect any action taken or loans or advances  made by LESSOR prior  thereto
     and LESSOR is authorized to rely upon said resolutions  until receipt by it
     of written notice of any change: and be it

          FURTHER  RESOLVED,  that the Secretary be and is hereby authorized and
     directed to certify to LESSOR that the foregoing resolutions and provisions
     thereof   are  in   conformity   with  the  Charter  and  By-Laws  of  this
     Corporation."

     I do  further  certify  that  the  Lease  Agreement  entered  into  by  the
Corporation and LESSOR concerning the following items of personal property:

Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation  restricting the power or authority of the Board or Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.

     I do further  certify that the following are names and specimen  signatures
of  officers  of  the   Corporation   empowered  and  authorized  by  the  above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:

NAME                                 OFFICE               SIGNATURE
----                                 ------               ---------

Michael Landers            Exec. Managing Director        /s/ Michael T. Landers
William F. Cooper, III     Managaing Director             /s/ Willim F. Cooper
Thomas W. Wilson           Managing Director              /s/ Thomas W. Wilson


IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Corporation this 1st day of Dec. 1996
                 ---        ----   --

                            /s/ P. Scott Muller
                            ----------------------------------------------------
(SEAL)                      Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
                            dba ATHENA INTERNATIONAL, LLC

<PAGE>

                             SECRETARY'S CERTIFICATE

     I, P. Scott  Muller,  do hereby  certify that I am the  Secretary of ATHENA
        ----------------
INTERNATIONAL  LTD.  LIABILITY  CO.  dba  ATHENA  INTERNATIONAL,  LLC a  Limited
Liability  Company  duly  organized  and  existing  under  the laws of the State
Louisiana  ("Company)  ");  that I am the keeper of the seal of the  company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the  minutes of the  meeting of the  Managing  Members of the  Company;  the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing  Members of the Company  duly  convened and held in
accordance  with the By-Laws and  Operating  Agreement of the Company on the ___
day of ____ 19__, at which time a quorum was present and acted  throughout;  and
that said resolutions have not in any way been modified,  repealed or rescinded,
but are in full force and effect:

          "RESOLVED,  that any  Managing  Member of the Company be and is hereby
     authorized and empowered in the name and on behalf of this Company to enter
     into one or more lease  agreements  with  TELECOMMUNICATIONS  FINANCE GROUP
     ("hereinafter  called "LESSOR")  concerning personal property leased to the
     Company;  from  time  to time to  modify,  supplement  or  amend  any  such
     agreements;  and to do and perform all other acts and things deemed by such
     Managing  Member to be necessary,  convenient or proper to carry out any of
     the foregoing; and be it

          FURTHER RESOLVED, that all that any Managing Member shall have done or
     may do in the premises is hereby ratified and approved; and be it

          FURTHER RESOLVED,  that the foregoing resolutions shall remain in full
     force and effect until written notice of their amendment or recission shall
     have been  received  by LESSOR and that  receipt of such  notice  shall not
     effect any action taken or loans or advances  made by LESSOR prior  thereto
     and LESSOR is authorized to rely upon said resolutions  until receipt by it
     of written notice of any change; and be it

          FURTHER  RESOLVED,  that the Secretary be and is hereby authorized and
     directed to certify to LESSOR that the foregoing resolutions and provisions
     thereof are in conformity with the Operating  Agreement and By-Laws of this
     Company."

     I do further certify that the Lease  Agreement  entered into by the Company
and LESSOR concerning the following items of personal property:

Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant  thereto  and  there  are no  restrictions  imposed  by  the  Operating
Agreement  or By-Laws of the Company  restricting  the power or authority of the
Managing  Members of the Company to adopt the foregoing  resolutions or upon the
Company or its Managing Members to act in accordance therewith.

     I do further  certify that the following are names and specimen  signatures
of  Managing  Members  of the  Company  empowered  and  authorized  by the above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Company set opposite his name:

NAME                                 OFFICE               SIGNATURE
----                                 ------               ---------

Michael Landers            Executive Managing Director    /s/ Michael T. Landers
William F. Cooper, III     Managing Director              /s/ William F. Cooper
Thomas W. Wilson           Managing Director              /s/ Thomas W. Wilson

IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Corporation this 1st day of Dec. 1996
                 ---        ----   --

                            /s/ P. Scott Muller
                            ----------------------------------------------------
(SEAL)                      Secretary of ATHENA INTERNATIONAL LTD. LIABILITY CO.
                            dba ATHENA INTERNATIONAL, LLC

<PAGE>

                             SECRETARY'S CERTIFICATE

     I, P. Scott  Muller,  do hereby  certify that I am the  Secretary of Athena
International,  LLC, a Limited  Liability  Company duly  organized  and existing
under the laws of the State of Colorado  (Company);  that I am the keeper of the
seal of the Company and company  records,  including,  without  limitation,  the
Operating  Agreement,  By-Laws and the  minutes of the  meeting of the  Managing
Members  of  the  Company;  that  the  Following  is an  accurate  and  compared
transcript of the resolutions contained in the minute book of the Company, which
resolutions  were duly adopted and ratified at a meeting of the Managing Members
of the  Company  duly  convened  and held in  accordance  with the  By-Laws  and
Operating Agreement of the Company on the 18 day of October, 1994, at which time
a quorum was present and acted throughout; and that said resolutions have not in
any way been modified, repealed or rescinded, but are in full force and effect:

          RESOLVED,  that any  Managing  Member of the  Company be and is hereby
     authorized and empowered in the name and on behalf of this Company to enter
     into one or more lease  agreements  with  Telecommunications  Finance Group
     (hereinafter  called "LESSOR")  concerning  personal property leased to the
     Company;  from  time  to time to  modify,  supplement  or  amend  any  such
     agreements;  and to do and perform all other acts and things deemed by such
     officer  to be  necessary,  convenient  or  proper  to carry out any of the
     foregoing; and be it

          FURTHER RESOLVED, that all that any managing member shall have done or
     may do in the premises is hereby ratified and approved; and be it

          FURTHER RESOLVED,  that the Foregoing resolutions shall remain in full
     force and effect until  written  notice of their  amendment  or  rescission
     shall have been  received by LESSOR and that  receipt of such notice  shall
     not effect  any  action  taken or loans or  advances  made by LESSOR  prior
     thereto  and  LESSOR is  authorized  to rely upon  said  resolutions  until
     receipt by it of written notice of any change; and be it

          FURTHER  RESOLVED,  that the Secretary be and is hereby authorized and
     directed to certify to LESSOR that the foregoing resolutions and provisions
     thereof are in conformity with the Operating  Agreement and By-Laws of this
     Company."

     I do further certify that the Lease  Agreement  entered into by the Company
and LESSOR concerning the following items of personal property:

Siemens  Stromberg-Carlson Digital Central Office Carrier Switch plus Peripheral
Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant  thereto  and  there  are no  restrictions  imposed  by  the  Operating
Agreement  or By-Laws of the Company  restricting  the power or authority of the
Managing  Members of the Company to adopt the foregoing  resolutions or upon the
Company or its officers to act in accordance therewith.

<PAGE>

I do further  certify that the  following  are names and specimen  signatures of
officers of the Company empowered and authorized by the above resolutions,  each
of which has been duly  elected  to hold and  currently  holds the office of the
Company set opposite his/her name:

NAME                                 OFFICE               SIGNATURE
----                                 ------               ---------

William F. Cooper, III           Managing Member          /s/ Willim F. Cooper

Michael T. Landers               Managing Member          /s/ Michael T. Landers

P. Scott Muller                  Managing Member          /s/ P. Scott Muller

Thomas W. Wilson                 Managing Member          /s/ Thomas W. Wilson


IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Corporation this 18 day of October 1994

                                           /s/ P. Scott Muller
                                          --------------------------------------
(SEAL)                                    Secretary of Athena International, LLC

<PAGE>
                               CONSENT AND WAIVER
                 BY OWNER, LANDLORD OR MORTGAGEE OF REAL ESTATE
                   (hereinafter referred to as "Undersigned")

1. FOR GOOD AND VALUABLE CONSIDERATION, receipt of which is hereby acknowledged,
Undersigned,   Fortner  &  Son  d/b/a  The  Denver  Gas  and  Electric  Building
               -----------------------------------------------------------------
                     NAME
of     910 15th Street        Denver,           Denver,         Colorado  80202
       -------------------------------------------------------------------------
       (NO. OF STREET)      (CITY OR TOWN)      (COUNTY)         (STATE)  (ZIP)
being owner, landlord or mortgagee of certain real estate known as
       910 15th Street, Suite 966, Denver,       Denver             CO    80202-
       (NO. OF STREET)      (CITY OR TOWN)      (COUNTY)         (STATE)  (ZIP)
and briefly described as follows:
Suite-966  - 70,  located  in the  Denver  Gas and  Electric  Building,  Denver,
Colorado 80202

said premises now being occupied by Athena International, Ltd. Liability Co. dba
                                    --------------------------------------------
Athena International LLC (hereinafter  referred to as "Occupant") which Occupant
------------------------
will  enter or has  entered  into a Lease  Agreement  dated as of July 25,  1994
                                                                  --------------
(hereinafter  referred to as  "Instrument"  and herein by reference  made a part
hereof) with  Telecommunications  Finance Group,  400 Rinehart Road,  Lake Mary,
Florida 32746 (hereinafter  referred to as "LESSOR"),  whereby LESSOR will lease
or has leased the property  described or to be described in said  Instrument (or
in documents ancillary thereto) and generally described as follows  (hereinafter
referred  to as the  "Equipment"):

Siemens  Stromberg-Carlson Digital Central Office Carrier Switch plus Peripheral
Equipment

does hereby  agree that the said  Equipment  may be situated in and  temporarily
affixed to the above-described  real estate and that said Equipment is to remain
personal  property  notwithstanding  the manner which it is affixed to said real
estate and that title thereof shall remain in LESSOR, its legal representatives,
successors,  agents or assigns  until such time as it is  conveyed  by LESSOR to
other parties.

2. This Agreement shall also apply to any of the above-described Equipment which
is already on the premises or may  hereafter be delivered or installed  thereon,
and is, or may hereafter become, subject to the aforementioned instrument.

3.  Undersigned  waives each and every right  which  Undersigned  now has or may
hereafter  have under the laws of the State of CO or any other state or by terms
of any real estate  lease or  mortgage  now in effect or  hereafter  executed by
Undersigned  or said Occupant to levy or distrain upon for rent, in arrears,  in
advance, or both, or to claim or assert title to the aforesaid Equipment.

4. Undersigned  recognizes and acknowledges that any claim or claims that LESSOR
has or may hereafter have against said equipment by virtue of the aforementioned
Instrument is superior to any lien or claim of any nature which  Undersigned now
has or may hereafter have to such Equipment by statute, agreement or otherwise.

5. It is further  agreed  that  LESSOR or its  assigns or agents may remove said
Equipment  from  the  above-described  premises  whenever  LESSOR  feels  it  is
necessary  to  do  so  to  protect  its   interest  and  without   liability  or
accountability  to the Undersigned  therefor,  except that such removal shall be
accomplished with as little disruption to the Undersigned's  Building  operation
as possible,  and that LESSOR repair any damage which it may cause to the Leased
Premises by reason of such removal.

6. LESSOR may,  without  affecting  the validity of this  agreement,  extend the
terms of  payment  of any  indebtedness  of  Occupant  to  LESSOR  or alter  the
performance  of any of the terms and  conditions of  aforementioned  Instrument,
without  the  consent  of  Undersigned  and  without  giving  notice  thereof to
Undersigned.

7. This  agreement  inures to the  benefit of the  successors,  transferees  and
assigns of LESSOR and shall be binding  upon  heirs,  personal  representatives,
successors and assigns of Undersigned.

IN WITNESS  WHEREOF,  the  Undersigned  has set his hand and seal, or caused its
hand and seal to be affixed this 12th day of October, 1994.
                                 ----        --------------

(SEAL)                                        By: Seymour S. Fortner
                                              Title: Partner
Witness /s/ Jacqueline Mills                  /s/ Seymour S. Fornter (L.S.)
                                              200 Gas & Electric Bldg. (Address)
My commission expires 3/11/98                 90015 Street, Denver, CO 80202

<PAGE>



                               To:    Betty Kayton

                              Fax:    (650) 968-8313

                             From:    Jacqueline S. Keys

                             Date:    October 22, 1998

                            Pages:    17, including cover sheet.

                                      Betty,

                                      Following are the assignment documents for
                                      the Denver,  Colorado lease. Please review
                                      immediately  as we will  not  prepare  the
                                      other  assignment  documents for New York,
                                      NY and Los Angeles,  CA until we have your
                                      concurrence on these.

                                      Please   contact   Jeff   Boggs  at  (407)
                                      924-5094 with any comments.  If you concur
FAX                                   with  the  documents  as  they  are,  then
                                      please  contact  me, so that I can prepare
                                      the other assignments.

                                      Jackie


              From the desk of...

                Jacqueline S. Keys
       Associate Financial Analyst
   Telecommunications Finance Group
                  400 Rinehart Road
                Lake Mary, FL 32746

                     (407) 942-6627
                Fax: (407) 942-5093


<PAGE>

                        TELECOMMUNICATIONS FINANCE GROUP
--------------------------------------------------------------------------------
400 RINEHART ROAD o LAKE MARY. FLORIDA 32746 o (407) 942-6627 Fax:(407) 942-5093

October 22. 1998

Ms. Betty Kayton
GST Global Telecommunication, Inc.
1890 N. Shoreline Blvd.
Mountain View, CA 94043-1320

Subject:  Lease Agreement dated July 25, 1994 between Telecommunications Finance
          Group  and  ATHENA   INTERNATIONAL   LTD.  LIABILITY  CO.  DBA  ATHENA
          INTERNATIONAL, LLC for Equipment. installed in Denver, Colorado

Dear Betty:

Enclosed are the following  documents which require execution in order to assign
the  subject  lease from  ATHENA  INTERNATIONAL  LTD.  LIABILITY  CO. DBA ATHENA
INTEILNATIONAL, LLC to ADVANTAGE:

(1)  Assignment  of Lease -All three copies  should be executed by both parties.
     Signatures must be notarized (page 5).

(2)  Secretary's Certificate. This should be executed by Advantage.

Upon return to TFG and TFG's  subsequent  execution,  one  original  set will be
returned to you for your records.

Should you have any questions, please contact Jeff Boggs at 407-942-5094.

Sincerely,

/s/ JKeys
Jacqueline S. Keys
Associate Financial Analyst


<PAGE>

                               ASSIGNMENT OF LEASE

     Pursuant to the terms of that  certain  Agreement  for Purchase and Sale of
Assets dated __________  19__,  between the parties hereto  ("Agreement"),  this
ASSIGNMENT OF LEASE (the '"Assignment"),  is made and entered into this _____ of
_________  19__,  by and between  ATHENA  INTERNATIONAL  LTD.  LIABILITY CO. DBA
ATHENA  INTERNATIONAL  LLC, a Louisiana  Limited  Liability  Company  having its
principal  place of  business at 701 Poydras  St., $ 675 One Shell  Square,  New
Orleans, Louisiana 70139 (the "Assignor"), and ADVANTAGE, a Louisiana Limited. }
Partnership having its principal place of business at 909 Poydras St. #2230, New
Orleans, Louisiana 70112. (the "Assignee").

                              W I T N E S S E T H :

     FOR AND IN  CONSIDERATION of the sum of Ten Dollars ($10,00) and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged by the parties hereto,  Assignor does hereby grant,  transfer,  and
assign,  all of its right,  title and  interest  in, to, and under that  certain
Lease Agreement entered into on July 25, 1994 between Telecommunications Finance
Group,  as  Lessor,  and  ATHENA  INTERNATIONAL  LTD.  LIABILITY  CO. DBA ATHENA
INTERNATIONAL,  LLC, as Lessee,  (hereinafter referred to as the "Lease"), which
Lease covers that certain Siemens Information and Communication  Networks,  Inc.
switch and peripheral  equipment  (hereinafter  referred to as the  "Property"),
said Property being more particularly described in the Lease.

     TO HAVE AND TO HOLD unto the Assignee,  its successors and assigns forever,
subject to and upon the terms and conditions set forth herein:

     1.  Assumption  by  Assignee.  Assignee  hereby  agrees  to be bound by and
promptly pay, perform,  assume and discharge any and all obligations of Assignor
under the terms of the Lease, as Lessee  thereunder that exist as of the date of
execution hereof and which arise or become due after the date hereof.

     2.  Warranties  of Assignor.  Assignor  hereby  warrants and  represents to
Assignee that:

          (a)  Assignor has not made any assignment other than this Agreement of
               any of the rights of the Assignor under the Lease; and

          (b)  There exists no default or event of default or any state of facts
               which would,  with the passage of time,  or the giving of notice,
               or both,  constitute a default or event of default on the part of
               Assignor, or by the Lessee under the terms of the Lease.

     3. Right to  Assign.  Assignor  covenants  that it is  lawfully  seized and
possessed of the interest  herein  assigned,  that it has a good right to convey
the same  without  the  necessity  of consent by any  entity  not  delivered  to
Assignee   simultaneously   herewith,  and  that  the  same  is  free  from  all
encumbrances.

     4.  Indemnity  by  Assignor.  Assignor  hereby  agrees to  indemnify,  hold
Assignee  harmless  and  at  Assignee's  election  shall  defend  Assignee,  its
employees,  agents,  officers,  successors  and assigns from any and all claims,
liabilities,  reasonable  costs,  damages,  reasonable  expenses and  reasonable
attorneys' fees resulting from or  attributable to Assignor's  assignment of all
its right,  title and  interest  in, to and under the Lease and from and against
any and all claims under the Lease arising from  incidents or events prior to or
simultaneous with the execution hereof.

     5.  Indemnity  of  Assignee.  Assignee  hereby  agrees to  indemnify,  hold
Assignor  harmless  and at  Assignor's  election,  shall  defend  Assignor,  its
employees,  agents,  officers,  successors  and assigns from any and all claims,
liabilities,  reasonable  costs,  damages,  reasonable  expenses and  reasonable
attorneys'  fees under the Lease  arising  from  incidents  or events  occurring
subsequent to the execution hereof.

     6.  Successors  and Assigns.  This  Assignment and the agreements set forth
herein  shall  inure to the  benefit  of,  and be  binding  upon,  Assignor  and
Assignee,  and their  respective  successors and assigns in accordance  with the
terms and conditions of the "Lease," including Section 21(a).

     7.  Incorporation  of Agreements.  The terms of the Agreement and the Lease
are incorporated herein by reference as if set forth herein verbatim.

<PAGE>

     8. As a material term and condition precedent, to this Assignment, Assignor
and Assignee agree that all terms and conditions in the Siemens  Information and
Communication  Networks,  Inc. Software License  Agreement  (Exhibit B to Lease)
apply,  and  furthermore  Assignee  agrees  to  execute a new  Software  License
Agreement with Siemens Information and Communication Networks, Inc as a material
obligation of this Assignment. Notwithstanding the provisions of m (1.0) of said
Software License  Agreement,  it is agreed that the terms and conditions thereof
apply  not  to a  transfer  of  ownership  of  the  Designated  Product,  but an
assignment of a leasehold interest.

     9. Notwithstanding this Assignment and  Telecommunications  Finance Group's
consent to it Assignor remains fully liable to Telecommunications  Finance Group
for all  obligations  of the  Assignee  pursuant to the Lease to the extent suck
obligations are not totally fulfilled by Assignee.

     IN WITNESS  WHEREOF,  the parties hereto have caused this  Assignment to be
executed on the day and date first above written.

                                         ASSIGNOR:
                                         ATHENA INTERNATIONAL LTD. LIABILITY CO.
                                         DBA ATHENA INTERNATIONAL, LLC

                                         By:____________________________________

                                         _______________________________________
                                                    (Name and Title)

                                         Date Signed:___________________________

                                         ASSIGNEE:
                                         ADVANTAGE

                                         By:____________________________________

                                         _______________________________________
                                                    (Name and Title)

                                         Date Signed:___________________________

This  Assignment of Lease is hereby  consented to by Lessor,  as of the year and
date first above written.

                                         TELECOMMUNICATIONS FINANCE GROUP

                                         By:____________________________________

                                         _______________________________________
                                          Authorized Representative Date Signed:

                                         Date Signed:___________________________


<PAGE>



STATE OF ___________________________)
COUNTY OF __________________________)

     Personally   appeared   before  me   __________________,   Notary   Public,
_________________,  with whom I am personally  acquainted,  and who acknowledged
that he executed the within  instrument for the purposes  therein  contained and
who further acknowledged that he is of  __________________  ATHENA INTERNATIONAL
LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL,  LLC, a Louisiana Limited Liability
Company,  and is  authorized  to  execute  this  instrument  on behalf of ATHENA
INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC.

     WITNESS my hand, at office, this __ day of _____________________, 19__.

                                       _______________________
                                       NOTARY PUBLIC

My Commission Expires:

_______________________


                          ............................


STATE OF ____________________________)
COUNTY OF ___________________________)

     Personally   appeared   before  me,   _________________,   Notary   Public,
_______________, with whom I am personally acquainted, and who acknowledged that
he executed the within  instrument  for the purposes  therein  contained and who
further  acknowledged  that he is  ________________  of  ADVANTAGE,  a Louisiana
Limited  Partnership,  and is authorized to execute this instrument on behalf of
ADVANTAGE.

     WITNESS my hand, at office, this ___ day of ____________________, 19 __.

                                       _______________________
                                       NOTARY PUBLIC

My Commission Expires:

_______________________

<PAGE>

                            CERTIFICATE OF AUTHORITY

ADVANTAGE,  a  limited  partnership  organized  under  the laws of thc  State of
Louisiana       ("Partnership")      whose      General      Partner(s)      are
________________________________________   and  whose   limited   partners   are
________________________________________  and  ("collectively,  the "Partners"),
hereby certifies to Telecommunications Finance Group ("TFG") the following:

     (1)  The attached copy of the partnership agreement of the Partnership is a
          true and correct  copy of the  complete  partnership  agreement of the
          Partnership currently in force;

     (2)  The Partnership has officially  approved by all necessary  partnership
          action its entry into a Lease  Agreement  between the  Partnership  as
          lessee and TFG as lessor  covering  certain new digital central office
          carrier   switches  or  similar   switches   manufactured  by  Siemens
          Information and Communication Networks, Inc.;

     (3)  The Partnership has officially  approved by all necessary  partnership
          action the execution of any additional or ancillary  documents to said
          Lease Agreement; and

     (4)  The  following  is a  complete  list of all  General  Partners  of the
          Partnership,  along  with  their  specimen  signature,  who have  been
          approved and authorized by their signature alone to execute any of the
          above-mentioned   documents   on  behalf  of  all   Partners  and  the
          Partnership in accordance with the foregoing.

Name                          Home Address                Signature

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

TFG may rely upon the authority extended to each of the above-named  individuals
to execute, all documents as described herein.

IN WITNESS WHEREOF,  the Partnership has caused this Certificate of Authority to
be executed and delivered by its General Partners on this ___ day of ____ 19 __.

CERTIFIED BY:           ADVANTAGE
                        ---------
                        (THE PARTNERSHIP)

     BY:__________________________          BY:__________________________
     BY:__________________________          BY:__________________________

(ALL General. PARTNERS SHOULD EXECUTE THIS CERTIFICATE OF AUTHORITY.)


<PAGE>

                        TELECOMMUNICATIONS FINANCE GROUP
--------------------------------------------------------------------------------
400 RINEHART ROAD o LAKE MARY, FLORIDA 32746 o (407)942-6627 o Fax (407)942-5093

October 22, 1998

Ms. Betty Kayton
GST Global Telecommunication, Inc.
1890 N. Shoreline Blvd.
Mountain View, CA 94043-1320



Subject:  Lease Agreement dated July 25, 1994 between Telecommunications Finance
          Group and ADVANTAGE for Equipment installed in Denver, Colorado

Dear Betty;

Enclosed are the following  documents which require execution in order to assign
the subject  lease from  ADVANTAGE  to  HIGHPOINT  INTERNATIONAL  TELECOM,  INC,
(FORMERLY HIGHPOINT CAPITAL, INC.):

(1)  Assignment  of Lease- All three copies  should be executed by both parties.
     Signatures must be notarized (page 5).

(2)  Software  License  Agreement  (Exhibit B to Lease  Agreement)-  Both copies
     should be executed  by  HIGHPOINT  INTERNATIONAL  TELECOM,  INC.  (FORMERLY
     HIGHPOINT CAPITAL, INC.).

(3)  Secretary's   Certificate   -  This  should  be   executed   by   HIGHPOINT
     INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.).

(4)  UCC Forms (2) - These forms should be executed by  HIGHPOINT  INTERNATIONAL
     TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.).

Upon return to TFG and TFG's  subsequent  execution,  one  original  set will be
returned to you for your records.

Should you have any questions, please contact Jeff Boggs at 407-942-5094.

Sincerely.

/s/ JKeys
Jacqueline S. Keys
Associate Financial Analyst

<PAGE>

                               ASSIGNMENT OF LEASE

     Pursuant to the terms of that  certain  Agreement  for Purchase and Sale of
Assets dated __________________,19__,  between the parties hereto ("Agreement"),
this  ASSIGNMENT  OF LEASE (the  "Assignment").  is made and  entered  into this
__________ of  _________________,  19__, by and between  ADVANTAGE,  a Louisiana
Limited  Partnership  having its principal  place of business at 909 Poydras St.
#2230,   New  Orleans,   Louisiana   70112  (the   "Assignor"),   and  HIGHPOINT
INTERNATIONAL  TELECOM,  INC.  (FORMERLY  HIGHPOINT  CAPITAL,  INC.),  a  Nevada
corporation  having its  principal  place of business at 1890  Shoreline  Blvd.,
Mountain View, CA 94043-1320, (the "Assignee").

                              W I T N E S S E T H :

     FORAND IN  CONSIDERATION  of the sum of Ten Dollars ($10.00) and other good
and  valuable  consideration,  the  receipt and  sufficiency  of which is hereby
acknowledged by the parties hereto,  Assignor does hereby grant,  transfer,  and
assign,  all of its right,  title and  interest  in, to, and under that  certain
Lease Agreement entered into on July 25, 1994 between Telecommunications Finance
Group,  as Lessor,  and ADVANTAGE,  as Lessee,  (hereinafter  referred to as the
"Lease"),  which Lease covers that certain Siemens Information and Communication
Networks,  Inc. switch and peripheral equipment  (hereinafter referred to as the
"Property"), said Property being more particularly described in the Lease.

     TO HAVE AND TO HOLD unto the Assignee,  its successors and assigns forever,
subject to and upon the terms and conditions set forth herein:

     1.  Assumption  by  Assignee.  Assignee  hereby  agrees  to be bound by and
promptly pay, perform,  assign and discharge any and all obligations of Assignor
under the terms of the Lease, as Lessee  thereunder that exist as of the date of
execution hereof and which arise or become due after the date hereof.

     2.  Warranties  of Assignor.  Assignor  hereby  warrants and  represents to
Assignee that:

          (a)  Assignor has not made any assignment other than this Agreement of
               any of the rights of the Assignor under the Lease; and

          (b)  There exists no default or event of default or any state of facts
               which would,  with the passage of time,  or the giving of notice,
               or both,  constitute a default or event of default on the part of
               Assignor, or by the Lessee under the terms of the Lease.

     3. Right to  Assign.  Assignor  covenants  that it is  lawfully  seized and
possessed of the interest  herein  assigned,  that it has a good right to convey
thc same  without  the  necessity  of consent by any  entity  not  delivered  to
Assignee   simultaneously   herewith,  and  that  the  same  is  free  from  all
encumbrances.

     4.  Indemnity  by  Assignor,  Assignor  hereby  agrees to  indemnify,  hold
Assignee  harmless  and  at  Assignee's  election  shall  defend  Assignee,  its
employees,  agents,  officers,  successors  and assigns from any and all claims,
liabilities,  reasonable  costs,  damages,  reasonable  expenses and  reasonable
attorneys' fees resulting from or  attributable to Assignor's  assignment of all
its right,  title and  interest  in, to and under the Lease and from and against
any and all claims under the Lease arising from  incidents or events prior to or
simultaneous with the execution hereof.

     5.  Indemnity  of  Assignee.  Assignee  hereby  agrees to  indemnity,  hold
Assignor  harmless  and at  Assignor's  election,  shall  defend  Assignor,  its
employees,  agents,  officers,  successors  and assigns from any and all claims,
liabilities,  reasonable  costs,  damages,  reasonable  expenses and  reasonable
attorneys'  fees under the Lease  arising  from  incidents  or events  occurring
subsequent to the execution hereof.

     6.  Successors  and Assigns.  This  Assignment and the agreements set forth
herein  shall  inure to the  benefit  of,  and be  binding  upon,  Assignor  and
Assignee,  and their  respective  successors and assigns in accordance  with the
terms and conditions of the "Lease,' including Section 21 (a).

     7. Incorporation of Agreement. The terms of the Agreement and the Lease are
incorporated herein by reference as if set forth herein verbatim.

<PAGE>

     8. As a material term and conditions precedent to this Assignment, Assignor
and Assignee agree that all terms and conditions in the Siemens  Information and
Communication  Networks,  Inc. Software License  Agreement  (Exhibit B to Lease)
apply,  and  furthermore  Assignee  agrees  to  execute a new  Software  License
Agreement  with  Siemens  Information  and  Communication  Networks,  Inc.  as a
material  obligation of this  Assignment.  Notwithstanding  the provisions of m,
(1,0) of said  Software  License  Agreement,  it is  agreed  that the  terms and
conditions  thereof  apply not to a transfer of !  ownership  of the  Designated
Product, but an assignment of a leasehold interest. .

     9. Notwithstanding this Assignment and  Telecommunications  Finance Group's
consent to it. Assignor remains fully liable to Telecommunications Finance Group
for all  obligations  of the  Assignee  pursuant to the Lease to the extent such
obligations are not totally fulfilled by Assignee.

     IN WITNESS  WHEREOF,  the parties hereto have caused this  Assignment to be
executed on the day and date first above written.

                                           ASSIGNOR:
                                           ADVANTAGE

                                           By:__________________________________

                                           _____________________________________
                                                      (Name and Title)

                                           Date Signed:_________________________

                                           ASSIGNEE:
                                           HIGHPOINT INTERNATIONAL TELECOM, INC.
                                           (FORMERLY HIGIHPOINT CAPITAL, INC.)

                                           By:__________________________________

                                           _____________________________________
                                                      (Name and Title)

                                           Date Signed:_________________________

This  Assignment of Lease is hereby  consented to by Lessor,  as of the year and
date first above written.

                                           TELECOMMUNICATIONS FINANCE GROUP

                                           By:__________________________________

                                           _____________________________________
                                                      (Name and Title)

                                           Date Signed:_________________________

<PAGE>

STATE OF __________________________)
COUNTY OF _________________________)

     Personally   appeared   before  me,   ___________________,   Notary  Public
____________________, with whom I am personally acquainted, and who acknowledged
that he executed the within  instrument for the purposes  therein  contained and
who  further  acknowledged  that  he is  ____________________  of  ADVANTAGE,  a
Louisiana Limited  Partnership,  and is authorized to execute this instrument on
behalf of ADVANTAGE.

     WITNESS my hand, at office, this day of, ________, 19__.

                                       ____________________
                                       NOTARY PUBLIC

My Commission Expires:

______________________


                         .............................


STATE OF  _______________________)
COUNTY OF _______________________)

     Personally   appeared  before  me,   ___________________,   Notary  Public,
__________________,  with whom I am personally acquainted,  and who acknowledged
that he executed the within  instrument for the purposes  therein  contained and
who  further   acknowledged   that  he  is   __________________   of   HIGHPOINT
INTERNATIONAL  TELECOM,  INC.  (FORMERLY  HIGHPOINT  CAPITAL,  INC.),  a  Nevada
corporation, and is authorized to execute this instrument on behalf of HIGHPOINT
INTERNATIONAL TELECOM, INC. (FORMERLY HIGHPOINT CAPITAL, INC.).

     WITNESS my hand, at office, this day of, ________, 19__.

                                       ____________________
                                       NOTARY PUBLIC

My Commission Expires:

______________________

<PAGE>
                                   EXHIBIT B
                           S0FTWARE LICENSE AGREEMENT

Lessee  (herein  referred to as  "Licensee")  will acquire  under lease  certain
Siemens Information and Communication  Networks.  Inc. (herein after referred to
as  "Licensor")  products  the  "Designated  Product "  (defined  below),  which
utilizes the  "Software  Product" in the  operation of the Designed  Product The
Software Product is furnished pursuant to the following terms and conditions.

1.   DEFINITIONS


     In addition to definitions contained elsewhere herein,  certain terms shall
have meanings as follows:

     1.1  "Affiliate"" means any other entity directly or indirectly controlling
          or controlled  by a party hereto or directly or indirectly  controlled
          by a parent  entity  in  common  with such  party.  Control  means the
          ownership of at least fifty (50) percent of the voting  rights in such
          entity. And as to Licensor,  includes the partners compromising it and
          their parents, subsidiaries and subsidiaries of such parents.

     1.2  "Designated   Product"   means  the  equipment   provided  by  Siemens
          Information and Communication  Networks, Inc. and supplied to Licensee
          trader a lease of which this Software  License  Agreement forms a part
          exclusive of equipment included in such lease which Licensee orders or
          instructs  Siemens or  Telecommunications  Finance Group to order from
          other than Siemens Information and Communication Networks. Inc..

     1.3  "Modification" means any change to the Software Product.

     1.4  "Modification   Grant-Back  Rights"  means   royalty-free,   worldwide
          non-exclusive rights to make, have made license (including disposition
          to an  end-user)  and  use  under  copyrights  to  software,  patents,
          copyrights to Armware and semiconductor  mask  registration  rights in
          and to  Modifications  and to make derivative  works with the right to
          sub-license to Affiliates  (such  sublicense to survive any subsequent
          termination of the affiliation).

     l.5  "Software  Product"  means the software  computer  program,  including
          activated and non-activated features, which is provided for use in the
          operation of the  Designated  Product and which includes the following
          materials:  (i) a set machine readable  computer program  instructions
          recorded on magnetic tape or other storage  media:  (ii) a source code
          listing  of thc data base  portion  (if any) of the  computer  program
          instructions,  augmented by the  programmer's  annotations:  (iii) all
          releases,  issues or short sequences of computer  program  instruction
          modifications  ("patches")  furnished by Licensor to the Licensee as a
          replacement  for, or for the  modification  of,  previously  furnished
          materials:  (iv) all derivative  works or  Modifications,  by whomever
          made,  of any of the  foregoing:  and  (v)  all  copies  of any of the
          forgoing, in whole in part, by whomever made.

     1.6  "Licensee  Created  Software" means software computer programs created
          by Licensee using Designated Products.

     1.7  "Service Logic Program" means that portion of Software Product created
          by Licensor on the graphical  service creation  environment  contained
          within an Inventor.

     1.8  "Inventor"  means  a  product  using  Marconi  Communications  Limited
          software in combination with UNIX workstations to create Service Logic
          Programs.

2.   LICENSE GRANT FOR SOFTWARE PRODUCT

     The Licensor grants for as long as License or its authorized  assignee uses
     the  Designated  Product in the manner  provided  below,  and the  Licensee
     accepts an invisible, non-exclusive,  personal and non-transferable (except
     as provided in Section  2.l)  license in each  Software  Product  furnished
     hereunder  to use for its  own  internal  business  purposes  the  Software
     Product,  less the non-activated  features,  only on thc Designated Product
     for the sole  purpose  of  operating  the  Designated  Product  as a public
     telecommunications switching system subject to the following conditions.

     2.1  Thc Licensee  Agrees:  (i) to limit its use of each  Software  Product
          solely to the  operation  of the  Designated  Product  on which it was
          originally installed and no other purpose; (ii) to limit its making of
          copies  of the  Software  Product,  in  whole or in  part,  to  copies
          reasonably  necessary for the operation of the Designated  Product and
          for archival  purposes  and shall make none other;  (iii) to reproduce
          all  proprietary  notices,  including  the  copyright  notices  of thc
          Licensor,  which appear on or are encoded within thc Software  Product
          in the form or forms in which the  Software  Product is received  from
          thc Licensor, upon all copies, derivative works or other modifications
          which  the  Licensee  shall  make;  (iv)  that  the  Software  Product
          (physical  materials,  including all copies by whomever made) shall be
          the  property of the  Licensor;  (v) not to do,  cause or permit to be
          done,  anything  to  activate  any  of  the  subsisting  non-activated
          computer  instruction  steps  therein:  (vi) not to, nor  attempt  to,
          decompile  or reverse  assemble  all or any  portion  of the  Software
          Product.  nor shall it  authorize  or permit  any others to do so; and
          vii) that the Software Product is the proprietary material of Licensor
          and Licensee shall keep the Software Product confidential, treat it as
          it does its own  proprietary  materials  and  disclose  it only to its
          employees that have a need to know and third parties who are needed to
          maintain  the  Designated  Product  provided  such third  parties have
          agreed in writing to keep the Software Product confidential.

     2.2  Licensor   reserves  to  itself  the  exclusive  right  to  cause  thc
          subsisting  non-enabled  program instruction steps to be activated (by
          the  issuance  under this  License of a version  of  Software  Product
          having the applicable  additional computer  instruction steps enabled)
          pursuant to standard right-to-use software license upgrade fees or, in
          thc  absence  of a standard  upgrade  fee,  for an  upgrade  fee to be
          negotiated

<PAGE>

     2.3  As an additional fee required hereunder for the Software Product,  the
          Licensee  shall  futher pay to the  Licensor any state or local taxes,
          however  designated,  levied  against and paid by the Licensor,  based
          upon this  transaction  or based upon  Licensor's or thc  Licensee's !
          interests in the Software Product,  including sales,  privilege,  use,
          personal,  property or intangible property taxes, exclusive,  however,
          of taxes based upon net income.

     2.4  Notwithstanding  any other  provision  hereof,  in thc event  Licensor
          develops or makes, or has developed,  or made,  Modification(s) to the
          Software Product which represent,  in Licensor's sole judgment,  value
          added to the Designated  Product or which  represent an improvement of
          performance of thc Designated  Product the Licensor reserves the right
          to market the Modification(s) as a separate offering requiring payment
          of an additional right-to-use fee and which, at the Licensor's option,
          may require the Licensee to execute new Software License Agreement.

     2.5  The License hereby grants and agrees to grant to the Licensor,  to the
          extent it lawfully may, Modification  Grant-Back Rights related to any
          development,  whether made by the Licensor.  Licensee or agents of the
          Licensee,  of all or any  portion of any  Software  Product  furnished
          hereunder  pursuant to any request or  specifications  by the Licensee
          for a design  different  from  Licensor's  design,  and  regardless of
          whether or not the  Licensee has  compensated  the  I.icensor  for its
          performance of such development, Title to patents, copy- rights, trade
          secrets and mask  registrations  developed by Licensor pursuant to any
          request or  specification  by the Licensee,  and regardless of whether
          the Licensee has  compensated thc Licensor for its performance of such
          development,  shall vest in Licensor. Licensee, however, shall receive
          a royalty  free  license  of the same scope as this  Software  License
          Agreement to the results of development.

     2.6  The Licensee shall not merge any Software  Product with other software
          computer program materials to form a derivative work or otherwise make
          Modifications or alter a Software Product in any manner whatsoever.

     2.7  The Licensee  agrees that any  communication  or other  disclosure  of
          information    it   makes    to   the    Licensor    related    to   a
          request/specification for any Modification to Licensor's design of the
          Software Product shall be made upon a  non-confidential  basis without
          any manner of restriction of the Licensor in its use or  dissemination
          of received information.

     2.8  Thc  Licensor or the Licensee  shall have the right to terminate  this
          License  in thc  event  of a  breach  by the  other  party  which  the
          breaching  party fails to correct within a period of fifteen (15) days
          after the receipt of notice thereof from the  non-breaching  party, or
          immediately  and  without  notice  in the  event  that any  bankruptcy
          arrangement for the benefit or creditors or insolvency proceedings are
          commenced  by  or  against  the  Licensee,  or in  the  event  of  the
          appointment  of an assignee for the benefit of creditors or a receiver
          of the Licensee or its property. However, in the event at the time the
          Licensor shall be entitled to exercise the foregoing right immediately
          and without notice terminate this License,  and such termination would
          cause interruption of service to governmentally  franchised  telephone
          common  carrier  subscribers,  the Licensor  agrees in good faith (but
          with due regard to thc  protection  of licensed  interests) to provide
          its best  efforts to  cooperate  with the  enfranchising  authority to
          avoid  disruption of such  services.  No termination  hereunder  shall
          prejudice  any of  thc  non-breaching  party's  rights  arising  prior
          thereto or shall limit in any way the other remedies  available to the
          non-breaching  party.  Siemens licensors shall be entitled to directly
          enforce the provisions of this software license to the extent a breach
          relates to such third party software,

     2.9  Upon cessation of use of thc Designated Product, the Licensee shall as
          instructed by the Licensor,  either return the Software Product to the
          Licensor or destroy the Software Product.

     2.10 Should any  obligation  of either  party  under this  License be found
          illegal  or   unforceable   in  any  respect,   such   illegality   or
          unforceability  shall not affect any other  provision of this License,
          all of which shall remain  enforceable in accordance with their terms.
          Should any  obligations  of either  party under this  License be found
          illegal or  unenforceable  by reason of being  excessive  in extent or
          breadth  with  respect  to  duration.  scope or subject  matter,  such
          obligations shall be deemed and construed to be reduced to the maximum
          duration,  to the  end  that  such  obligations  shall  be and  remain
          enforceable to the maximum extent allowable.

     2.11 Any notice or other communication  required or permitted to be made or
          given hereunder to either party hereto shall be  sufficiently  made or
          given on the date of mailing if sent to such party by certified  mail,
          return receipt  requested,  postage  prepaid,  addressed to it. at its
          address set forth in this Agreement.

     2.12 The Licensee's rights hereunder are assignable,  but only as part of a
          transaction  in  which   ownership  of  the   Designated   Product  is
          transferred  to an  Affiliate  of  Licensee  or as  part  of a sale or
          transfer of substantially all of the assets of Licensee.  It is agreed
          that as a condition to the exercise of the Licensee's  right to assign
          this License, the Licensee shall have previously obtained and provided
          to Licensor a written assignment in which the assignor  identifies and
          incorporates  by reference this License and  intermediate  assignments
          prior to any physical  transfer or Turnover of the Software Product to
          such  assignee and the assignee  agrees to abide by the  provisions of
          this license.

     2.13 The  Service  Logic  Programs  may only be used by  License to conduct
          Licensee's  telecommunications  business on the fast feature  platform
          leased  hereunder and Licensee shall not install,  link or download on
          or to any  equipment  or device  other than  equipment or devices used
          solely in Licensee's  business or in any manner  provide access to thc
          services  obtained  through the use of Service Logic Programs to other
          parties.

<PAGE>

3.   LICENSE GRANT FOR LICENSEE CREATED SOFTWARE ,.

     License hereby assigns all intellectual property rights,  including without
     limitations,  patents and  copyrights  in  Licensee  Created  Software  and
     Licensee  agrees to execute all  documents  necessary to legally  implement
     such  assignment.  Licensor  grants  to  Licensee  a  non-exclusive,  fully
     non-transferable  license  to use  under thc same  conditions  set forth in
     Paragraphs  2.1, 2.8, 2.9, 2.10,  2.11 and 2.12.  above Licensee  Created '
     Software  solely  in its  business  and  not  to be  installed,  linked  or
     downloaded on or in any equipment or device other than  equipment or device
     owned or leased by Licensee or in any manner provide access to the services
     obtained through use of Licensee Created Software to others.

4.   PATENT OR COPYRIGHT OR TRADEMARK INFRINGEMENT

     Licensor agrees,  at its expense,  to defend and indemnify  Licensee in any
     suit, claim or proceeding  brought against Licensee  alleging that Software
     Product but not  Licensee  Created  Software  licensed  hereunder  directly
     infringes  any U.S.  Letters  Patent,  U.S.  Copyright  or U.S.  Trademark,
     provided  Licensor is promptly  notified,  given  assistance  required  and
     permitted  to  direct  the  defense.  Further,  Licensor  agrees to pay any
     judgment based on infringement rendered in such suit by final judgment or a
     court of last resort, but Licensor shall have, no liability for settlements
     or costs  incurred  without  its  consent.  Should the use of the  Software
     Product by Licensee be  enjoined,  or in the event that desires to minimize
     its liability hereunder,  Licensor may fulfill its obligations hereunder by
     either  substituting  non-infringing  equivalent  software or modifying the
     infringing  Software  Product  or  portion  thereof  so that  it no  longer
     infringes,  but remains functionally  equivalent or to obtain for Licensee,
     at the  expense of  Licensor,  the right to continue  use of such  Software
     Product,  or if in the sole  judgment of Licensor  none of the foregoing is
     feasible,  Licensor  may take  back the  Software  Product  and  refund  to
     Licensee the undepreciated  amount of any paid-up fee that has been paid to
     Licensor. Thc foregoing states the entire liability of Licensor for patent,
     copyright  or  trademark  infringement  or for any  breach of  warranty  of
     non-infringement,  express or implied.  The foregoing  indemnity  shall not
     apply to any suit,  claim or  proceedings  based  upon  allegations  that a
     process  or method  claim of a patent is  infringed,  nor to  Infringements
     arising  from  modification  of the  Software  Product by anyone other than
     Licensor, or to allegations of infringement based on thc combination of the
     Software Product with software or products  supplied by Licensee or others,
     nor  to   infringements   arising  from  Software   Products  made  to  the
     specification  or design of  Licensee,  and  Licensee  agrees to  indemnify
     Licensor  to  an  extent  equivalent  to  that  provided  to  the  Licensee
     hereinabove  in the event  that any suit,  claim or  proceeding  is brought
     against Licensor based upon any of the foregoing infringement circumstances
     which are excluded from the Licensor's indemnification to thc Licensee.

5.   WARRANTY AND DISCLAIMER OF WARRANTY

     5.1  Licensor warrants that the Software Products, other than the data base
          portion of the Software Product covered by this Agreement, will at thc
          time of Turnover,  substantially conform to its functional description
          in Licensor's  technical  proposal  Licensee's sole remedy  Licensor's
          sole  obligation  shall be to deliver any  amendments  or  alterations
          required to correct any such non-conforming Software which is found to
          be defective  within a period of one (1) year after Turnover and which
          significantly affects its performance.

     5.2  Licensor  warrants that the data base portion of the Software  Product
          covered  by this  License  shall  substantially  conform  to the  site
          dependent  data  submitted  by  Licensee.  Licensee's  sole remedy and
          Licensor's sole obligation shall be to correct any nonconforming  data
          base  which is found to be  defective  within a period of ninety  (90)
          days after Turnover.

     5.3  The foregoing  warranties do not extend to defects or non-conformities
          from any cause,  including  but not  limited to,  abuse,  acts of God,
          improper  installation,  modifications or maintenance (if performed by
          other than Licensor) and other defects traceable to Licensee's acts or
          omissions; or defects or nonconformities in software, firmware or data
          base traceable to Licensee's errors, modifications or system changes.

     5.4  There are no warrantees of any kind for Licensee Created Software.

     5.5  THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,  EXPRESS
          OR IMPLIED,  INCLUDING  BUT NOT LIMITED TO, THE IMPLIED  WARRANTIES OF
          MERCHANTABILITY  AND FITNESS FOR A PARTICULAR  PURPOSE.  BUYER FURTHER
          AGREES THAT  LICENSOR  WILL NOT BE LIABLE FOR ANY LOSS OF DATA OR USE,
          LOST PROFITS OR REVENUE,  OR FOR ANY CLAIM OR DEMAND  AGAINST BUYER BY
          ANY OTHER PARTY. IN NO EVENT WILL LICENSOR BE LIABLE FOR CONSEQUENTIAL
          DAMAGES,  EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
          DAMAGES.

6.   LIMITATION OR LIABILITY

     6.1  LICENSOR  SHALL NOT BE LIABLE FOR  SPECIAL,  INDIRECT,  INCIDENTAL  OR
          CONSEQUENTIAL  DAMAGES OFANY NATURE AND FROM ANY CAUSE,  WHETHER BASED
          ON CONTRACT,  TORT (INCLUDING  NEGLIGENCE),  INFRINGEMENT OF STATUTORY
          PROPRIETARY RIGHTS,  INCLUDING PATENT,  COPYRIGHT OR TRADEMARK (EXCEPT
          AS EXPRESSLY  PROVIDED IN SECTION 4 ABOVE). OR ANY OTHER LEGAL THEORY,
          EVEN IF LICENSOR HAS BEEN ADVISED OF THE  POSSIBILITY OF SUCH DAMAGES.
          LICENSEE  FURTHER AGREES THAT LICENSOR WILL NOT BE LIABLE FOR ANY LOSS
          OF DATA OR USE,  LOST  PROFITS OR REVENUE,  OR FOR ANY CLAIM OR DEMAND
          AGAINST I.ICENSEE BY ANY OTHER PARTY.

     6.2  LICENSEE  ASSUMES SOLE  RESPONSIBILITY  FOR ENSURING  THAT THE BILLING
          CENTER CAN  CORRECTLY  READ CALL  RECORDS.  LICENSEE'S  RESPONSIBILITY
          INCLUDES  READING DAILY THE AMA FRAME AND/OR POLLING SYSTEM TAPE(S) BY
          THE  BILLING  SYSTEM  COMPUTER  TO ENSURE  ALL TICKET  INFORMATION  IS
          PRESENT, RISK OF LOSS FOR ANY DATA. USE, REVENUE OR PROFIT  ASSOCIATED
          THEREWITH IS ON LICENSEE.

<PAGE>

7.   CHOICE OF LAW AND JURISDICTION

     The validity,  performance  and  construction of these terms and conditions
     shall be governed by the laws of the State of Florida without regard to its
     Choice of Law Provisions.  Licensee hereby irrevocably  consents and agrees
     that any legal action,  suit or proceeding  arising out of or in any way in
     connection  with this Software  License  Agreement  shall be brought in the
     courts of the State of Florida or in the United  States  court  sitting `in
     the State of Florida  and hereby  irrevocably  accepts  and submits to, for
     itself and in respect of its property,  generally and unconditionally,  the
     for thc international Sale of Goods does not apply to the products provided
     under this agreement.

8.   INTEGRATION

     This Software License Agreement constitutes the entire understanding of the
     parties hereto and supersedes all previous communications.  representations
     and  understandings  between the parties with respect to the subject matter
     of this Software License Agreement.

WHEREFORE  thc  parties  hereto  manifest  their  agreement  to  the  terms  and
conditions  hereinabove,  effective on the date first above written, by affixing
hereto  the   signatures   of  their   respective   authorized   representatives
hereinbelow.

SIEMENS INFORMATION AND COMMUNICATION      HIGHPOINT INTERNATIONAL TELECOM, INC.
NETWORKS, INC.                             (FORMERLY HIGHPOINT CAPITAL INC.)

(LICENSOR)                                 (LICENSEE)

By:_______________________________         By:___________________________

__________________________________         ______________________________
       (Name & Title)                            (Name & Title)

Date Signed:______________________         Date Signed:__________________

<PAGE>

                             SECRETARY'S CERTIFICATE

     I,  ____________________  do  hereby  certify  that I am the  Secretary  of
HIGHPOINT  INTERNATIONAL  TELECOM,  INC. (FORMERLY  HIGHPOINT CAPITAL,  INC.), a
corporation  duly  organized and existing  under the laws of the State of Nevada
("Corporation");  that I am  the  keeper  of the  seal  of the  corporation  and
corporate records,  including,  without limitation, the Charter, By-Laws and the
minutes of thc meeting of the Board of  Directors of the  Corporation;  that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the  Corporation,  which  resolutions  were duly  adopted and
ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance  with the By-Laws and Charter of the  Corporation  on the
____  day of  ______,19__,  at  which  time  a  quorum  was  present  and  acted
throughout; and that said resolutions have not in anyway been modified, repealed
or rescinded, but are in full force and effect:

          "RESOLVED,  that  any  officer  of the  Corporation  be and is  hereby
     authorized  and empowered in the name and on behalf of this  Corporation to
     enter into one or more lease  agreements  with  Telecommunications  Finance
     Group ("hereinafter called "LESSOR") concerning personal property leased to
     the Corporation;  from time to time to modify, supplement or amend any such
     agreements;  and to do and perform all other acts and things deemed by such
     officer  to be  necessary,  convenient  or  proper  to carry out any of the
     foregoing; and be it

          FURTHER RESOLVED,  that all that any officer shall have done or may do
     in the premises is hereby ratified and approved; and be it

          FURTHER RESOLVED,  that the foregoing resolutions shall remain in full
     force and effect until written notice of their amendment or recission shall
     have been  received  by LESSOR and that  receipt of such  notice  shall not
     effect any action taken or loans or advances  made by LESSOR prior  thereto
     and LESSOR is authorized to rely upon said resolutions  until receipt by it
     of written notice of any change; and be it

          FURTHER  RESOLVED,  that the Secretary be and is hereby authorized and
     directed to certify to LESSOR that the foregoing resolutions and provisions
     thereof   are  in   conformity   with  the  Charter  and  By-Laws  of  this
     Corporation."

     I do  further  certify  that  the  Lease  Agreement  entered  into  by  the
Corporation and LESSOR concerning the following items of personal property:

Siemens  Information and Communication  Networks,  Inc.  Designated Product plus
Peripheral Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation  restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.

     I do further  certify that the following are names and specimen  signatures
of  officers  of  the   Corporation   empowered  and  authorized  by  the  above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:

     NAME                            OFFICE                            SIGNATURE
     ----                            ------                            ---------

IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
Corporation this _______________________ day of ____________,19__.

(SEAL)                         Secretary of HIGHPOINT INTERNATIONAL TELECOM, INC
                               (FORMERLY HIGHPOINT CAPITAL, INC.)

<PAGE>

                      STANDARD FORM UNIFORM COMMERCIAL CODE
      STATEMENTS OF CONTINUATION PARTIAL RELEASE ASSIGNMENT; ETC FORM UCC3

This  STATEMENT  is  presented  to a  filing  officer  pursuant  to the  Uniform
Commercial Code.

<TABLE>
<CAPTION>
<S>                                             <C>                                   <C>
                                                                                      3. Maturity date (if any):
----------------------------------------------------------------------------------------------------------------------------
1.Debtor(s) (Last Name First) and adress(es)    2. Secured Party(ies) and adress(es)     For Filing Officer (Date, Time and
                                                                                         Filing Office)
ATHENA INTERNATIONAL LTD.                       TELECOMMUNICATIONS FINANCE GROUP
LIABILITY CO.                                   400 RINEHART RD
701 POYDRAS ST. 675 ONE SHELL                   LAKE MARY, FL 32746
NEW ORLEANS, LA 70139                           FEIN 13-3591133
FEIN 72-1280590
-------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing file no 942086285
   Filed with STATE OF COLORADO        date file 11/21/94    19__

5. / / Continuation     The original financing statement between the foregoing Debtor
6. / / Termination      and Secured Party, bearing file number shown above, is still effective.
7. / / Assignment       Secured Party no longer claims a security interest under the
                        financing statement  bearing file number shown above.
8. / /  Amendment       The secured party's right under the financing statement bearing
                        file number shown above to the property  described in item 10
                        have been assigned to the assignee whose name and address appear
                        in item 10 Financing statement bearing file
                        number shown above is amended as set forth in item 10
9. / / Release          Secured party releases the collateral described in item 10
                        from the financing statement bearing file number shown above.
----------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
    HIGHPOINT INTERNATIONAL TELECOMM, INC.
    1890 SHORELINE BLVD.
    MOUTIN VIEW, CA 94043-1320

THIS DEBTOR ASSUMES ALL  RESPOSIBILITY  UNDER THIS LEASE  AGREEMENT  ALONG WITH ORIGINAL DEBTOR.
                                                                                         No. of additional Shares presented.

HIGHPOINT INTERNATIONAL TELECOM, INC.                                   TELECOMMUNICATIONS FINANCE GROUP
-------------------------------------                                  ---------------------------------

By: X                                                                 By: X
    -------------------------------------------------------------        ------------------------------
Signature(s) of Debtor(s) (necessary only if item 8 is applicable)    Signature(s) of Secured Party(ies)

                                                  STANDARD FORM - FORM UCC-3
(1)Filing Officer Copy - Alphabetical
</TABLE>

<PAGE>

           STANDARD FORM UNIFORM COMMERCIAL CODE
                                                 JULIUS BLUMBERG, INC.NYC, 10019
   STATEMENTS OF CONTINUATION PARTIAL RELEASE, ASSIGNMENT, ETC. - FORM UCC-3 '


<TABLE>
<CAPTION>
This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code:  3. Maturity date (if any):
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>                                             <C>
1. Debtor(s) (Last Name First) and address(es)       2. Secured]Party(ies) and address(es)            For Filing Officer
   ATHENA INTERNATIONAL LTD.                         TELECOMMUNICATIONS FINANCE GROUP                 (Date, Time and Filing Office)
   LIABILITY CO.                                     400 RINEHART RD.                                                     '
   701 POYDRAS ST., 675 ONE SHELL                    LAKE MARY, FL 32746
   NEW ORLEANS, LA 70139                             FEIN 13-3591133
   FEIN 72-1280590
-------------------------------------------------------------------------------------------
4.This statement refers to original Financing  Statement bearing File No. 36-99471
  Filed with PARISH OF ORLEANS, LA Date Filed 10/29/95 19
------------------------------------------------------------------------------------------------------------------------------------
5. / / Continuation.  The original financing statement between the foregoing Debtor and Secured Party bearing file number shown
                      above, is still effective.
6. / / Termination.   Secured party no longer claims a security interest under the financing statement bearing file number shown
                      above.
7. / / Assignment.    The secured party's right under the financing statement bearing file number shown above to the property
                      described in Item 10 have been assigned to the assignee whose name and address appears in Item 10.
8. /X/ Amendment.     Financing Statement bearing file number shown above is amended as set forth in Item 10.
9. / / Release.       Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
                      shown above.
------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
    HIGHPOINT INTERNATIONAL TELECOM, INC.
    1890 SHORELINE BLVD.
    MOUNTAIN VIEW, CA 94043-1320

    THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT ALONG WITH
    ORIGINAL DEBTOR.                                                                             No. of additional Sheets presented:

    HIGHPOINT INTERNATIONAL TELECOM, INC.                                                        TELECOMMUNICATIONS FINANCE GROUP
    -------------------------------------                                                        --------------------------------

    By: X                                                                                   By:
        ------------------------------------------------------------------                     -------------------------------------
       Signature(s) of Debtor(s) (necessary only if item 8 is applicable).                     Signature(s) of Secured Party(ies).
    (1) Filing Officer Copyo  Alphabetical           STANDARD FORM - FORM UCC-3

</TABLE>

<PAGE>

                                    GUARANTY

Guaranty  made this  __________  day of  _________________,  19__,  by Highpoint
Telecommunications,  Inc., a Canadian  corporation  with main offices located at
999 West  Hastings  St  #1030,  Vancouver,  BC V6C 2W2,  herein  referred  to as
Guarantor,  to  Telecommunications  Finance Group,  with offices  located at 400
Rinehart Road, Lake Mary, Florida 32746, herein referred to as Obligee.

                                   SECTION ONE
                              STATEMENT OF GUARANTY

As  an  inducement  to  Obligee  to  consent  to  the  assignment   from  Athena
International Ltd. Liability Co. dba Athena  International,  LLC to Advantage to
Highpoint  International  Telecom, Inc. (formerly Highpoint Capital,  Inc.) of a
certain lease dated June 25, 1996 between Athena  International  Ltd.  Liability
Co.  dba  Athena  International,  LLC and  Obligee,  the  undersigned  Guarantor
irrevocably  and  unconditionally   guarantees  payment  when  due,  whether  by
acceleration or otherwise, of the lease payments, and in all schedules or leases
now  or  hereafter  entered  into  with  Lessee  and  all  the  obligations  and
liabilities due under any lease,  note or other  obligation of Lessee or Lessor,
or its  successors  or  assigns,  together  with all  interest  thereon  and all
attorneys'  fees,  costs and  expenses,  in enforcing any such  obligations  and
liabilities.  The right of recovery  against  Guarantor  under this  Guaranty is
unlimited.

                                   SECTION TWO
                     ACKNOWLEDGEMENT OF ASSIGNMENT OF LEASE

The  undersigned  Guarantor  acknowledges  assignment of the lease by Lessor and
consents to such assignment, as well as any future assignments, and specifically
agrees that this  Guaranty is and shall be an open and  continuing  Guaranty and
all  obligations  and  liabilities  to which it  applies  or may apply  shall be
conclusively presumed to have been created in reliance hereon and shall continue
in full  force and  effect,  notwithstanding  any (a) change in rentals or other
obligations  under  the  lease,  (b)  renewals,   modifications,   additions  or
extensions  thereto  or  extensions  of time to perform  any of the  obligations
thereunder.

The undersigned Guarantor specifically waives notice of assignment by the Lessor
and waives  notices of any such  changes,  renewals,  modifications,  additions,
extensions or of any default by the Lessee.

The undersigned  Guarantor further agrees and consents to any assignment of this
Guaranty,  in which event it shall  endure to the  benefit of any such  Assignee
with the same force and effect as though the  Assignee  was  specifically  named
herein, and waives any notice of any such assignment.

                                  SECTION THREE
                              EFFECT OF INVALIDITY

No  invalidity,   irregularity  or  unenforceability  of  all  or  part  of  the
obligations and liabilities hereby guaranteed or of any security therefore shall
affect,  impair or be a defense to this  Guaranty.  This  Guaranty  is a primary
obligation of thc undersigned Guarantor.

                           SECTION FOUR GOVERNING LAW

This  instrument  shall be deemed to have been made in the  County of  Seminole,
State of Florida,  and shall be interpreted  in accordance  with the laws of the
State of Florida.

As part of the  consideration  for the assignment of the lease,  the undersigned
Guarantor  agrees that any and all actions or  proceedings  arising  directly or
indirectly from this Guaranty shall be litigated in courts having a situs within
the State of Florida.

<PAGE>

The undersigned  Guarantor consents to the jurisdiction of any local,  state, or
federal court located within the State of' Florida,  and waives personal service
of any and all  process,  and  consents  that all such service of process may be
made by certified or registered mail, return receipt requested,  directed to the
undersigned at the address first stated above.

                                  SECTION FIVE
                                 BINDING EFFECT

This  Guaranty  shall  bind the  respective  heirs,  executors,  administrators,
successors, and assigns of the undersigned Guarantor.

In witness  whereof,  Guarantor  has executed  this Guaranty at the day and year
first above written.

                                              HIGHPOINT TELECOMMUNICATIONS, INC.

                                              By:_________________________

                                              _____________________________
                                                     (Name and Title)

                                              Date Signed:_________________

<PAGE>

SIEMENS
Stromberg-Carlson

                    MAINTENANCE SERVICE PLAN (MSP) AGREEMENT


Siemens Stromberg-Carlson                       Effective Date: November 1, 1996
                                                                ----------------
400 Rinehart Road                               Initial Annual
Lake Mary, Florida 32746                        Charge:$        10,167.00
                                                                ----------------
Telephone 407 942-5611

Customer

Company       Athena International
              -------------------------------------
Address       910 15th Street Suite 640
              -------------------------------------
City          Denver
              -------------------------------------
State         CO                          Zip 80202
              --------------------------      -----

Siemens  Stromberg-Carlson  (hereafter  referred to as "SSC" ) agrees to service
the  equipment  listed in the  attached  Schedule A  (hereafter  referred  to as
"Equipment"  ) subject to the terms and  conditions  set forth herein and on the
reverse  side  hereof.  The  service  applicable  to each unit of  Equipment  is
indicated in Schedule A.

DESCRIPTION OF SERVICES: The nature and scope of the services to be furnished by
SSC hereunder shall be as follows:

     A.   BASE MSP - (i) The  isolation  of  hardware/software  anomalies  which
          inhibit the normal operation of the DCO and related  subsystems.  This
          includes SCAT diagnostic assistance confined to the DCO, or any remote
          subsystem  attached  to the DCO;  (ii)  The  maintenance  of  Database
          integrity;  (iii) The resolution of routing errors,  including routing
          errors introduced into the switch by Customer personnel during routine
          traffic  and  service  order   adjustments;   (iv)  Diagnosing  system
          deviations  detected  by  Alarm  and  Reporting  subsystems  or  other
          mechanisms.  This  includes  diagnosis  of  subscriber  complaints  of
          system/feature  trouble  not  reported  by DCO  diagnostics;  (v)  The
          incorporation  of Generic  Updates,  when  necessary,  within the same
          Release.  If resolution to a reported  problem  indicates an available
          software  patch is required,  the system will be brought to the latest
          patch level within the Generic Release;  and (vi) Telephone diagnostic
          support during natural disasters or other emergency conditions.

     B.   MSP PLUS 25 - If the MSP PLUS 25 Service is  indicated  in  Schedule A
          for any  unit(s)  of  Equipment,  then  in  addition  to the  forgoing
          services,  SSC  shall  provide  for  such  unit(s)  of  Equipment  (i)
          bi-annual  remote updates to the latest patch level within the current
          release; and (ii) Database additions not to exceed (25) hours EF&I per
          year within the existing memory configuration.

CUSTOMER  ACKNOWLEDGES  HAVING READ THE FOREGOING,  THE REVERSE SIDE HEREOF, AND
THE SCHEDULES ANNEXED HERETO, AND AGREES TO BE BOUND THEREBY.

  Athena International                      Siemens Stromberg-Carlson
----------------------------------
  CUSOMER

/s/ Michael T. Landers                      /s/ [Illegible]
----------------------------------          ------------------------------

12/23/96                                    12/18/96
----------------------------------          -------------------------------
Date                                        Date

<PAGE>

                                   SCHEDULE A
                   To Maintenance Service Plan (MSP) Agreement
                        between Siemens Stromberg-Carlson
                       and Athena International(Customer)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                         EQUIPMENT                       SCOPE OF SERVICES
EQUIPMENT LOCATION        TYPE (1)    # LINES  #TRUNKS/PORTS   BASE MSP (2)*   MSP PLUS 25(3)*
----------------------------------------------------------------------------------------------
<S>                       <C>         <C>      <C>            <C>              <C>
Denver, CO                OCC         0        4608            X               X
</TABLE>

                                     NOTES:

* Indicate with an X.
1)   If equipment is RNS,  RLG or RLS, the  associated  host office must also be
     listed.
2)   BASE MSP must be indicated for all fisted equipment
3)   If MSP PLUS 25 is  indicated  for any  equipment  which is an  element of a
     larger  network  then it must also be  indicated  for the  entire  network,
     including the host and all subsystems dependent upon such host.

<PAGE>

Please Return signed MSP to:

Siemens Stromberg Carlson
Attn: Jamie Sims MZ/17B
400 Rinehart Road
Lake Mary, FL 32746

<PAGE>


SIEMENS
                    MAINTENANCE SERVICE PLAN (MSP) AGREEMENT

Siemens Telecom Networks                        Effective Date: November 1, 1997
                                                                ----------------
400 Rinehart Road                               Initial Annual
Lake Mary, Florida 32746                        Charges:$       1018%.00
                                                                ----------------

Telephone   407 942-5811
            ------------
Customer
Company  Athens International
         -------------------------------
Address  9100 15th Street Suite 840
         -------------------------------
City          Denver
         -------------------------------
State       CO              Zip    80202
         ----------------         ------

Siemens Telecom Networks  (thereafter  referred to as STN) agrees to service the
equipment  listed  in  the  attached  SCHEDULE  A  (thereafter  referred  to  as
Equipment)  subject  to the terms and  conditions  set forth  herein  and on the
reverse  side  hereof.  The  service  applicable  to each unit of  Equipment  is
indicated in SCHEDULE A.

DESCRIPTION OF SERVICES: The nature and scope of the services to be furnished by
STN hereunder shall be as follows:

     A.   BASE MSP - (i) The  isolation  of  hardware/software  anomalies  which
          inhibit the normal operation of the DCO and related  subsystems.  This
          includes SCAT diagnostic assistance confined to the DCO, or any remote
          subsystem  attached  to the DCO;  (ii)  The  maintenance  of  database
          integrity;  (iii) The resolution of routing errors introduced into the
          switch by Customer  Personnel during routine traffic and service order
          adjustments;  (iv) Diagnosing system deviations  detected by alarm and
          reporting  subsystems or other mechanisms.  This includes diagnosis of
          subscriber  complaints of  system/feature  trouble not reported by DCO
          diagnostics.  (v) The incorporation of Generic Updates, when necessary
          within the same release. If resolution to a reported problem indicates
          an available  software patch is required the system will be brought to
          the latest patch level within the Generic Release;  and (vi) Telephone
          diagnostic   support  during  natural  disasters  or  other  emergency
          conditions.

     B.   MSP PLUS 25 - If the MSP PLUS 25 service is  indicated  in  Schedule A
          for any  unit(s)  of  Equipment,  then  in  addition  to the  forgoing
          services,  STN  shall  provide  for such  unit(s)  of  Equipment.  (i)
          Bi-annual  remote updates to the latest patch level within the current
          release, and (ii) Database additions not to exceed (25) hours EFOI per
          year within the existing memory  configuration.

CUSTOMER ACKNOWLEDGES HAVING READ  THE  FOREGOING,  THE REVERS SIDE HEREOF,  AND
THE SCHEDULES ANNEXED HERETO, AND AGREES TO BE BOUND THEREBY.

 ATHENA INTERNATIONAL                       SIEMENS TELECOM NETWORKS
----------------------------------
Customer

/s/ (MILA SCOTT)                            /s/ (JAMES L SCOTT)
----------------------------------          ------------------------------
By (Signature)                              By (Signature)

11/20/1994                                  11/07/1997
----------------------------------          ------------------------------
Date                                        Date

<PAGE>

1.   TERM:  This Agreement  shall commence on the Effective Date set forth above
     and  shall  be  effective  for  one  (1)  year.  This  agreement  shall  be
     satisfactorily renewed from year to year thereafter up to a maximum term of
     five (5) years from the effective date set forth above, unless cancelled by
     either party in writing  prior to sixty (60) days before the  expiration of
     annual term. When so renewed, the charge will be STN's then current rate

2.   FORCE  MAJEURE:  The foregoing  services will be rendered as provided above
     unless prevented by causes beyond STN's reasonable  control.  STN shall not
     be liable for any loss or damage due to failures  or delays  arising out of
     any such  causes,  and no such failure or delay shall  entitle  Customer to
     terminate this agreement.

3.   EXCLUSIONS FROM COVERAGE:  Examples of Services not provided by STN are any
     services necessitated by, or of the type described in any of the following:
     (i) on site labor or material for any reason, (ii) neglect or misuse of the
     Equipment  by  Customer  or  others:  (iv)  Customer's  failure  to provide
     suitable Equipment environment as required in the Equipment specifications;
     or (v) the use by the  Customer  or any  third  party of the  Equipment  in
     combination  with any other approves as to such combined use of Customer of
     any term of the Equipment in a manner not intended by the parties hereto or
     sponsored by STN. The above exclusions are not an _ exclusions.

4.   PAYMENT:  For the  period  of this  Agreement  Customer  agrees  to pay the
     initial charge set forth above,  plus  applicable  taxes.  For each term of
     this  agreement  the  charge  shall  be at STN's  then  current  rate  plus
     applicable  taxes. All charges hereunder are stated and shall be payable in
     US  dollars  at STN's  address  appearing  above  or as STN may  designate.
     Customers  shall make all such  payments to STN in advance,  not later then
     thirty (30) days prior to the  commencement of each term of this agreement.
     Any  labor  that is  provided  by STN in excess  of that  specified  in the
     DESCRIPTION  OF  SERVICES  section of this  Agreement,  shall be charged to
     Customer at STN's then current  commercial prices  therefore,  and Customer
     agrees  to pay all such  invoices  promptly  when  rendered.  All parts and
     materials  are in  addition  to the  prices  contained  herein and shall be
     charged at STN's then current commercial prices.

5.   ASSIGNMENT:  This  agreement may not be interfered or assigned to any third
     party without the express  written  consent of STN, STN may subcontract any
     portion of its obligations hereunder.

6.   WARRANTY  LIMITATION:  STN warrants that the services  performed  hereunder
     will generality conform to industry  standards.  In the event of any breach
     of  warranty,  STN's  sole  obligation  shall  be  in  the  re-perform  the
     non-conforming   services.  THE  WARRANTY  AND  REMEDY  STATED  HEREIN  ARE
     EXCLUSIVE  AND NO OTHER  WARRANTIES,  EXPRESS  OR  IMPLIED,  INCLUDING  THE
     WARRANTIES OF  MERCHANTABILITY  OR FITNESS FOR PURPOSE,  SHALL APPLY. In so
     event  will be STN be liable  for lost  profits,  lost  revenues,  indirect
     accidental  or  consequential  damages  even if STN has been advised of the
     possibility of such damages.

7.   PERFORMANCE:  IN THE EVENT OF MATERIAL BREACH, EITHER PARTY MAY CANCEL THIS
     AGREEMENT, THIS BEING THE EXCLUSIVE REMEDY AVAILABLE. STN SHALL IN NO EVENT
     BE LIABLE FOR LOST  REVENUE,  LOST  PROFITS OR FOR  SPECIAL  INCIDENTAL  OR
     CONSEQUENTIAL  DAMAGES FOR LOSS,  DAMAGE OR EXPENSE  DIRECTLY OR INDIRECTLY
     ARISING FROM CUSTOMERS  INABILITY TO USE EQUIPMENT EITHER  SEPERATELY OR IN
     COMBINATION WITH ANY OTHER EQUIPMENT, OR FROM ANY OTHER CAUSE.

8.   SERVICES  BY OTHER:  Any  maintenance  or  service  work  performed  on the
     equipment  by others  during this period of this  Agreement  without  prior
     written consent of STN shall, at the option of STN, cause this agreement to
     become null and void.

9.   JURISDICTION:  Customer  hereby  irrevocably  consents  and agrees that any
     legal action, suit or proceeding arising out of or in any way in connection
     with this agreement  shall be _ or brought in by the courts of the State of
     Florida  of the  United  States  court _ in the  State  of  Florida  and by
     execution of this agreement hereby  irrevocably  accepts and admits to, for
     itself and in respect of its property, generality and unconditionally,  the
     Jurisdiction of any such court and to all proceedings in such court.

10.  SOFTWARE:  Any  software  provided  by STN  for  any  Engineer  under  this
     agreement  shall be subject  to the terms and  provisions  of the  Software
     License applicable to such Equipment.

11.  ENTIRE AGREEMENT: The provisions contained in this agreement, including the
     attached  schedule A, when  approved,  accepted  and executed at STN's home
     office,  constitute  this entire  Agreement  between STN and Customer  with
     regard to this subject_ any alterations or modifications  hereto must be in
     writing, reference this Agreement, and be executed by STN and the Customer.

<PAGE>

                                   SCHEDULE A
                   To Maintenance Service Plan (MSP) Agreement
                        Between Siemens Telecom Networks
                       And Athena International (Customer)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------
                                         EQUIPMENT                       SCOPE OF SERVICES
EQUIPMENT LOCATION        TYPE (1)    # LINES  #TRUNKS/PORTS   BASE MSP (2)*   MSP PLUS 25(3)*
----------------------------------------------------------------------------------------------
<S>                       <C>         <C>      <C>            <C>              <C>
Denver, CO                OCC         0        4608            X               X
</TABLE>

*Indicate with an X
(1)  If equipment is RNS,  RLG or RLS, the  associated  host office must also be
     listed.
(2)  BASE MSP must be indicated for all listed equipment.
(3)  If MSP PLUS 25 is  indicated  for any  equipment  which is an  element of a
     larger  network,  then it must also be  indicated  for the entire  network,
     including the host and all subsystems dependent upon such host.

<PAGE>

      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
                          SITE: LOS ANGELES, CALIFORNIA

                                 LEASE PAYMENTS

           ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC

EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
--------------------------------------------------
         ORIGINAL VALUE OF EQUIPMENT  $370,908.98
         RATE FACTOR PER $1,000  $21.993
                   ORIGINAL MONTHLY LEASE PAYMENT  $8,157.40

EFFECTIVE JULY 1, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
------------------------------------------------------------
         ADDITION I  $298, 421.49
         RATE FACTORS PER $1,000  $21.771
         ADDITION I MONTHLY LEASE PAYMENT  $6, 496.93
                  TOTAL MONTHLY LEASE PAYMENT  $14, 654.33

EFFECTIVE OCTOBER 1, 1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
---------------------------------------------------------------
         ADDITION II  $185, 473.75
         RATE FACTOR PER $1,000  $22.664
         ADDITION II MONTHLY LEASE PAYMENT  $4, 203.58
                  TOTAL MONTHLY LEASE PAYMENT  $18, 857.91

EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS
EFFECTIVE JANUARY 1, 1998 (56 MONTHLY LEASE PAYMENTS REMAINING)
         ADDITION III  $22, 777.76
         LEASE PAYMENTS ARE AS FOLLOWS:
         01/01/98 - 08/01/98  $ -0-
     04/01/98 - 08/01/2002  $19,401.61

TOTAL VALUE OF EQUIPMENT  $877,581.98

SUMMARY OF TOTAL LEASE PAYMENTS:
1 @ $8,157.40 = $8,157.40
3 @ $14, 654.33 = $43,962.99
3 @ $18, 857.91 = $56, 573.73
3 @ $ -0- = $ -0-
53 @ $19,401.61 = $1,028,285.33
--                -------------
63                $1,136,979.45

ACCEPTED BY: /s/ Kevin H. Pollard
             --------------------
DATE:        March 3, 1998
             --------------------

<PAGE>

           AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL LLC
               FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA

Effective  December 2, 1997, the following  sections of said Lease Agreement are
amended as follows:

1.        Section 3:
          ----------

          The term of the lease  changed  from sixty (60) months to  sixty-three
          (63) months.

2.        Section 5(a):
         -------------

          The  number  of  consecutive  monthly  installments  of  rent  for the
          Equipment  is  changed  from  sixty (60)  months to  sixty-three  (63)
          months.

                                          /s/ Kevin H. Pollard

TELECOMMUNICATIONS FINANCE GROUP          ATHENA INTERNATIONAL LTD. LIABILTY CO.
                                          DBA ATHENA INTERNATIONAL, LLC

By:                                        By: Kevinb H. Pollard
   --------------------------                 ------------------------

                                            President & CEO
-----------------------------               --------------------------
Authorized Representative                   (Name & Title)

Date Signed:                                Date Signed: March 2, 1998
            ------------------                           -------------

<PAGE>

                             SCHEDULE I OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of October  31,  1996  between  TELECOMMUNICATIONS  FINANCE  GROUP,  as
Lessor, and ATHENA  INTERNATIONAL  LTD. LIABILITY CO. DBA ATHENA  INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>

Equipment List
--------------
Number                     Description                                                            Amount
------                     -----------                                                            ------
<S>                        <C>                                                                    <C>
DCO-681161                 USED 1152 PORT EQUIPPED AND WIRED                                      S368,950.00
                           RELEASE 12.1; BASIC SS-7 WITH 800
                           PORTABILITY; SS-7 SPARES; POWER SYSTEM;
                           UPGRADE TO RELEASE 14.0; DE-INSTALL AT
                           CALGARY, PACK; RGL EXPANSION
                           INCLUDING INSTALLATION
                           FREIGHT                                                                   1,958.98

TFG-97245                  ADDITION I                                                              298,421.49

TFG.97278                  ADDITION II                                                             185,473.75

FG.98016                   ADDITION III                                                             22,777.76
                                                                                                    ---------
                                                                        TOTAL                     $877,581.98
                                                                        -----                     ===========
</TABLE>

The above described equipment installed at:

800 West Sixth Street, Los Angeles. California 90017

                                               ACCEPTED BY: /s/ Keven H. Pollard
                                                            --------------------
                                                      DATE: March 2, 1998
                                                            --------------------

                                                      Dated:   October 31, 1996
                                                      Revised: June 2, 1997
                                                      Revised: August 29, 1997
                                                      Revised: February 26, 1998

<PAGE>

EQUIPMENT LIST # TFG-98016                               DATED February 26, 1998
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION:      III

PART NO./DESCRIPTION                                    QUANTITY      AMOUNT

     STN

RESTRUCTURE CHARGES                                                   $22,777.76
                                                                      ----------
                                              TOTAL                   $22,777.76
                                              -----                   ==========
<PAGE>

EQUIPMENT LIST # TFG-97278                                DATED: August 29, 1997

COMPANY:         ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
                 INTERNATIONAL, LLC
SITE LOCATION:   LOS ANGELES, CALIFORNIA
ADDITION:        II

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                                   QUANTITY          AMOUNT
--------------------                                   --------          ------
<S>                                                    <C>               <C>
         SS-C
         ----
DTF-02 960  PORT  ADDITION  WITH   ISDN,
PER DCO-710014, ISSUE 2, DATED 06/24/97;
ISDN   TRANSPORT    SOFTWARE;    SERVICE
CUA  WITH  BASICS; ISDN    SPARE  PWBAS;
DIU  PWBA  (2)   INCLUDING  INSTALLATION
(S.O.#071568) AS FOLLOWS:

         MATERIAL                                        1 LOT          $89,242.00
         SOFTWARE                                        1 LOT           10,000.00
         INSTALLATION                                                    11,340.00
         FREIGHT                                                          3,774.75

REAL TIME ANI FEATURE #823435 (S.O.#071804)
AS FOLLOWS:
         SOFTWARE RTU                                    1 LOT           26,667.00

ONE FAIR OF A-LINKS FEATURE #003069
(S.O.#072727) AS FOLLOWS:
         SOFTWARE                                        1 LOT            6,895.00
         SCAT                                                               330.00

RELEASE 15.0 UPGRADE PER DCO-710024,
ISSUE 1, DATED 04/08/97  (S.O.#072810)
AS FOLLOWS:
         MATERIAL                                        1 LOT           25,000.00
         INSTALLATION                                                     5,000.00

ONE A LINK PAIR (S.0.#073211) AS FOLLOWS:
        SOFTWARE                                         1 LOT            6,895.00
        SCAT                                                                330.00

                                                         TOTAL         $185,473.75
                                                         =====         ===========
</TABLE>



TFGLA206-5.WPT


<PAGE>


              SIEMENS
              Stromberg-Carlson


              Installation Site: Los Angeles, CA


<TABLE>
<CAPTION>
<S>         <C>            <C>                                        <C>
           PART NUMBER     DESCRIPTION                                 QTY
           -----------     -----------                                 ---

                           ITEM 01

                           CMF-00 CCS-02

           822068--812     Diag. Grading Panel                          1

           822003-596A     PWBA, (2W)SI HDI                             4

           822002-526      PWBA, TSI PGH I/F                            4

           207800-482      Cable Assembly (TSI/PGH)                     4

           822005-548A     PWBA, (2W) TPPO HOI                          2

           822008-588A     PWBA, TPP1                                   2

           822017-556A     PWBA, TPP2                                   2

           817577-SCCA     MG Basic OTF Assembly                        1

           817577-901A     MG, DS1 HOST CUA                             5

           817577-902A     MG, Basics PWBAS DS1 CUA                     5

           207600-225A     Frame Weldment                               1

           207800-079A     Pkg Assy Front Door Mtg Hardware             1

           207800-080A     Pk9 Assy Rear Door Mtg Hardware              1

           207800-158A     Door Assembly, Right I/O                     2

           207600-159A     Door Assembly, Left I/O                      2

           817577-92D      Cable Tie Assy                               6

           817560-626A     PWBA, (2W) TIF                              40

           817577-917A     MF Fan Assy w/Alarm                          1
</TABLE>

<PAGE>

              SIEMENS
              Stromberg-Carlson

              Installation Site: Las Angeles, CA

<TABLE>
<CAPTION>
           PART NUMBER     DESCRIPTION                                 QTY
           -----------     -----------                                 ---
           <S>             <C>                                         <C>
                           ITEM 01 (Cont.)

                           OTF - 02(cont.)

            817743-516     CUA, OIU                                      1

            207800-539     Package Assy. DIU Mtg                         1

            817564-046     PWBA (2W) DS-1 Power Supply                   2

            817744-026     PWBA Div Terminator                           2

            207630-042     Shield Assembly                               1

            817742-538     PWBA (2w) O1U                                 2

                           PRT-00

            817578-938     Mod Group, Circuit Breaker                    2

                           Miscellaneous

              DSX-DR19     Cross Connect Panel                           2

               DOC-ADD     Additions Documentation                       1

                           ITEM 01A

                           ISDN Transport

                827010     ISDN Transport                                1
</TABLE>

<PAGE>

        SIEMENS

        Stromberg-Carlson

        Installation Site: Los Angeles, CA

<TABLE>
<CAPTION>
           PART NUMBER     DESCRIPTION                                 QTY
           -----------     -----------                                 ---
           <S>             <C>                                         <C>
                           ITEM 02

                           LTR-00

           814574-992      MG Service Circuit CUA                        1

           814574-995      PWBA Mod Group Basic PWBA                     1

           207800-720      PWBA Guide                                    1

           814742-536      PWBA, DTMF REC                                5

           814742-578      PWBA. (1W) DTMF REC FOE                       3

           814571-786      FWBA (1W) Receiver/VACT/EVACT - TMF REC       3

           814885-556      PWBA (1W) DTMF Dig. Sender                    2

           814572-575      PWBA (1W) Dig. Sender TMF                     2

</TABLE>

NOTE: Requirements for additional  Service  Circuits are based upon SS7 usage in
      the office This OUA could mount in LTF-00 CUA poso. 01

<TABLE>
           <S>             <C>                                         <C>
                           ITEM 03

           817564-046      PWBA (2W) DS-1 Power Supply                   1

           817744-025      PWBA, Div Terminator                          1

           207630-042      Shield Assembly                               1

                           ITEM 04

           817742-536      PWBA     (2W) DIU                             1
</TABLE>


<PAGE>


EQUIPMENT LIST # TFG-97245                                  DATED: June 2, 1997
COMPANY: ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA. ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION: 1

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                              QUANTITY                          AMOUNT
---------------------                             --------                          ------
SS-C
----
<S>                                               <C>                               <C>

A FULLY EQUIPPED  DTF-02 FRAME
(1152 PORTS) PER  DCO-681162,  ISSUE
1, DATED 09/17/96 (S.O.#071175) AS
FOLLOWS:
  MATERIAL                                          1 LOT                           $72,307.00
  INSTALLATION                                                                       10,200.00
  FREIGHT                                                                                24.05
765 AMP HOUR BATTERY PART #4-DAV85-19
WITH 1200 AMP HOUR CHARGER PER DCO-
710000, ISSUE 01, DATED 10/28/96; 2 EJH
PROCESSORS;  1 SPARE EJH PROCESSOR;
200 AMP  DISTRIBUTION  PANEL  WITH BUS
BAR,  CABLES  AND 10-10 AMP  BREAKERS
(S.O.#071800) AS FOLLOWS:
         MATERIAL                                   1 LOT                           52,773.00
         INSTALLATION                                                               12,200.00
         FREIGHT                                                                       895.48
A HENDRY FUSE PANEL PER DCO-710009,
ISSUE 02, DATED 12/06/96  (S.O.#071983)
AS FOLLOWS:
         MATERIAL                                   1 LOT                            1,732.00
         INSTALLATION                                                                2,200.00
         FREIGHT                                                                        78.50
         THIRD PARTY VENDOR- ACTION TELCOM
    PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
    SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
    REMOTE COMMUNICATIONS PACKAGE; BASIC
    AGGRAGATOR PACKAGE; INSTALLATION;
    TRAINING (SEE ATTACHED EQUIPMENT LIST)          1 LOT                          111,650.00
         THIRD PARTY VENDOR TELLABS
    81.2571/32MS T1 ECHO CANCELLER                      8                           17,655.00
    FREIGHT                                                                              8.58
    81.0257D/23" ECHO CANC MTG ASSY                     1                              836.00
    FREIGHT                                                                             11.88
         THIRD PARTY VENDOR- TTC
    EQUIPMENT AS FOLLOWS:                           1 LOT                           15,807.00
    CENTRAL OFFICE TESTING PKG, S/N 10347               1
    RACK MOUNT, 19", 1402                               1
    RACK MOUNT (19") FOR 41934                          1
    CABLE BANTAM TO BANTAM 10'                          4
    FREIGHT                                                                             43.00
                                                                                        -----
                                                 TOTAL                            $298,421.49
                                                 =====                            ===========
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
           PART NUMBER     DESCRIPTION                                 QTY
           -----------     -----------                                 ---
           <S>             <C>                                         <C>
                           ITEM 01

                           DTF-01

            817577-900     Frame M/G                                     1

            817577-901     MG, DS-1 Host CUA                             6

            817557-902     MG, DS-1 Basic PWBA's                         6

            207600-225     Frame Weldment                                1

            207800-079     Package Assembly Front Door Mtg Hdw           1

            207800-080     Package Assembly Rear Door Mtg Hdw            1

            207600-158     Door Assembly, Right I/O                      2

            207600-159     Door Assembly, Left l/0                       2

            207600-721     PWBA Guide                                    6

            817560-606     PWBA, T1 Interface                           48

            817577-917     MG Blower w/Fan Alarm, Base                   1

                           CMF-00, CCS-01

            822068-811     Diag. Grading Panel                           1

            822003-596A    PWBA, (2W) TSI HDI                            4

            822002-526     PWBA, TSI PGH I/F                             4

            207800-482     Cable Assembly (TSI/PGH)                      4

            822005-546A    PWBA, (2W) TPPO HDI                           2

            822006-566A    PWBA, TPP1 (For Addition)                     2

            822017-566A    PWBA, TPp2 (For Addition)                     2


                                       1
</TABLE>


<PAGE>


STROMBERG-CARLSON

INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
           PART NUMBER     DESCRIPTION                                 QTY
           -----------     -----------                                 ---
           <S>             <C>                                         <C>
                           ITEM 01 (Cont.)

                           PRT-00
                           ------

            817576-938     Mod Group, Circuit Breaker                    2

                           Miscellaneous
                           -------------

              DSX-DR19     Cross Connect Panel                           2

              DOC-ADD      Additions Documentation                       1
</TABLE>




                                       2


<PAGE>


<TABLE>
<CAPTION>
           PART NUMBER     DESCRIPTION                                 QTY
           -----------     -----------                                 ---
           <S>             <C>                                         <C>
                           ITEM 01

                           Miscellaneous
                           -------------
           203352-600      OEM Equipment, Fuse Panel                     1
           020785-086      100' Red Power Cable                          1
           020785-065      100' Black Power Cable                        1

                           Documentation
                           -------------
              DOC-ADD      Additions Documentation                       1

        NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered
              for 23" mounting.


</TABLE>

                                        2



<PAGE>


--------------------------------------------------------------------------------
         >>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
--------------------------------------------------------------------------------

CUSTOMER: ATHENA                              PROJECT CODE: 9205

BUSINESS OFFICE ADDRESS:

BUSINESS OFFICE PHONE#: VOICE: (  )           FAX: (  )

SITE LOCATION: Los Angeles

SITE ADDRESS: 800 W. 11th St. Ste 380, Los Angeles, CA, 10017

SITE PHONE#: VOICE: (213) 622-4977 FAX: (  )  NAMS: (  )

SWITCH TECH: Wayne Carey

SYSTEM NAME:

PURCHASE DATE:            STARTUP DATE:          WARRANTY. END DATE:

PRIMARY SYSTEM EQUIPMENT:        Name:                     Password:
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------
Key  Make                       Model #            Serial #                 I/O  IRQ   ADDR    STK
--------------------------------------------------------------------------------------------------
<S>  <C>                        <C>                <C>                      <C>  <C>   <C>     <C>
PC   ACER     9000              P/N 91AA984003     1900047309
KB   ACER     PS2               6311-k             K6367171828P
MON  ACER     34T UVGA          7134T              M3TP64711536
VC   AII      Built In          MacH64             215CT22200                     9
HDC  Adaptec  Built In          AIC-7880P          722511                   8400  11
HDC  MYLEX                      DAC960PL           982139                   8000  10   PCISLOT-1
HD   IBM 4gig Channel-1         74G7005            M1AG3B59925              mdac id-0  Tray-1 F/W
HD   IBM-4gig Channel-2         DCAS-34330         B3A14326                 mdac id=0  Tray-5-F/W
HD   IBM 4gig Channel-2         DCAS-34330         B3A14421                 mdac-id=1  Tray-6-F/W
FD   Mitsumi  (1.44)            D359T5             3542754                  3f2    6
TD   Tandberg                   TDC-4222           42223862                 alad-id=2  5-gig
SL1  Digi     Host Ad.                             095257155                           F0000000
SL1  Digi     Conc.             (1P) 50000585      (S)E7702756               16-port   DB-25
X25  SWG                        SGX                011311                    300    15 D0000
PRN  Epson                      LP-870             40U1119747                3bc 7 /dev/1p0
NET  3COM                       3C590              6GF14D2S6E                7000 ........14 PCISLOT-3
SER  ACER                       Built In                  com1               3f8  4
SER  ACER                       Built In                  com2               3be  3
CD   NEC                        CDR-222            5Z000214322               mdac id-5
DIA  AVAS                       D/21D              CG030890                        5    D2000
P/S  DELTA                      DPS-350EB          Y2613001392                          352-watts
</TABLE>

I/P ADDRESS= 206.142.142.97
MEMORY= 64 meg
SPEED= 166 mhz

SOFTWARE:


<PAGE>

<TABLE>
------------------------------------------------------------------------------------------
Key    Make                License        License          License            Registration
                           Number         Code             Data               Key
------------------------------------------------------------------------------------------
<S>    <C>                <C>            <C>              <C>                <C>
OS     SCO OpenServer      2DL091048     qwncovwn                             ezwzckaosk
       Enterprise Sys
------------------------------------------------------------------------------------------
OS     SCO Advanced        2DL090568     qonorjmn          k0:ul:mpyb07k      hhosbhoebh
       File & Print
------------------------------------------------------------------------------------------
OS     SCO OpenServerI     2DL083104     qbwdzhfc          g0;k;u10;msml      ezwzckaosk
       User License                                        f48
------------------------------------------------------------------------------------------
</TABLE>
SOFTWARE:
<TABLE>
------------------------------------------------------------------------------------------
Key    Make                Serial #         Activation Key #                  Version
------------------------------------------------------------------------------------------
<S>    <C>                <C>               <C>                               <C>
NAMS   ATC NAMS II
X25    Netcom II           net26414         D094339ff                          4.5.4
COMM   Term                CSU152134U3      gbldbich                           6.2
DB     Foxpro                                                                  2.60
------------------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
SECONDARY SYSTEM EQUIPMENT: Name:                       Password:
------------------------------------------------------------------------------------------
Key    Make                    Model #           Serial #           I/O   IRQ   ADDR   STK
------------------------------------------------------------------------------------------
<S>   <C>                     <C>                <C>               <C>    <C>   <C>    <C>
PC    ACER                     2133              1900054811
KB    ACER                     6311-K            K6367031462P
MON   ACER                     7134T             M3TP64712500
VC                             Built In
HDC   Adaptec                  Built In                             7400   11
HD    IBM 2-gig                DAC32160      l1546H6125Z1M000001585             id=0
FD    Mitsumi (1.44)           D359T5            6K17MT0652          3f2    6
TD    Tandberg                 4220              4226686
X25   SWG                      SGX               D01307              300   15   D0000
NET   3COM                     3C590             6GF1657997         7000   14
PRN                                                                         7  /dev/1po
SER   ACER                     Built In                        coml  3f8    4
SER   ACER                     Built In                        com2  2f8    3
------------------------------------------------------------------------------------------
</TABLE>

I/P ADDRESS= 206.142.142.96
MEMORY= 16 meg
SPEED= 133 mhz

SOFTWARE :
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------
Key   Make                License        License       License         Registration
                          Number         Code          Data            Key
------------------------------------------------------------------------------------------
<S>  <C>                 <C>            <C>           <C>             <C>
OS    SCO OpenServer      2DL085640      kybwynit                      xzxzeqhghj
      Enterprise Sys
------------------------------------------------------------------------------------------
OS    SCO Advanced        2DL085160      gwrqfgor      k0;ul;mp8anw4   gttttqqobj
      File & Print
------------------------------------------------------------------------------------------
OS    SCO OpenServer      2DL089298      qbwdzhkx      g0;k;u10;m14p   qbhqqaakjj
      User License                                     zdx
------------------------------------------------------------------------------------------
</TABLE>

SOFTWARE:

<PAGE>
<TABLE>
------------------------------------------------------------------------------------------
Key   Make                Serial #        Activation Key #              Version
------------------------------------------------------------------------------------------
<S>  <C>                 <C>             <C>                           <C>
NAMS  ATC NAMS II
X25   Netcom II          net26410         N901208fc                     4.5.4
COMM  Term               CSU151463U3      nghehjak                      6.2
------------------------------------------------------------------------------------------
</TABLE>
<TABLE>

COMMUNICATIONS EQUIPMENT:
------------------------------------------------------------------------------------------
Key   Make                Model #               Serial #
------------------------------------------------------------------------------------------
<S>   <C>                <C>                    <C>
DSU   DDC                 VRT-1 (Stat-Mux)      628439 (switch)                                                    ....
DSU   DDC                 VRT-1 (Stat-Mux)      628444 (billing office)

EASY  BRIDGE              3000                  9604AF6222 (SWITCH)
EASY  BRODGE              3000                  9606AF7075 (BILLING OFFICE)

Modem Multitec            MT1932ZDX (Primary)   4797703
Modem Multitec            MT1932ZDX (Secondary) 4724938
</TABLE>


<PAGE>


                     Athena International LTD Liability Co.
                          dba Athena International, LLC
                             SITE: Denver, Colorado
<TABLE>
                                 LEASE PAYMENTS
            ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN .
 TELECOMMUNICATIONS FINANCE GROUP AND Athena International Ltd. Liability Co. dba Athena
                               International, LLC

<S>                                                                   <C>                     <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENT)
  ORIGINAL VALUE OF EQUIPMENT                                          $314,252.00
  RATE FACTOR PER  $1,000                                              $    21,993
    ORIGINAL MONTHLY LEASE PAYMENT                                                              $ 6,911.34

  ADDITION I                                                           $181,250.64
  RATE FACTOR Per $1,000                                               $ 23,408
  ADDITION I MONTHLY LEASE PAYMENT                                     $  4,242.71
    TOTAL MONTHLY LEASE PAYMENT                                                                 $11,154.05

EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
  ADDITION II                                                          $164,516.10
  RATE FACTOR PER $1,000                                               $ 29,610
  ADDITION II MONTHLY LEASE PAYMENT                                    $  4,871.32
    TOTAL MONTHLY LEASE PAYMENT                                                                $ 16,023.37

EFFECTIVE JANUARY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
  ADDITION III                                                         $264,356.65
  RATE FACTOR PER S1,000                                               $ 32,229
  ADDITION III MONTHLY LEASE PAYMENT                                   $  8,519.95
    TOTAL MONTHLY LEASE PAYMENT                                                                $24,545.32

EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
  ADDITION IV                                                           $ 68,015.31
  RATE FACTOR PER $ 1,000                                               $ 32,976
  ADDITION IV MONTHLY LEASE PAYMENT                                     $  2,242.87
    TOTAL MONTHLY LEASE PAYMENT                                                                 $26,788.19

EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
  ADDITION V                                                            S 63,595.58
  RATE FACTOR PER S1,000                                                $ 34,603
  ADDITION V MONTHLY LEASE PAYMENT                                      $  2,200.60
    TOTAL MONTHI.Y LEASE PAYMENT                                                                $29,988.79

EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
  ADDITION VI                                                           $ 87,896.85
  RATE FACTOR PER $ 1,000                                               $ 35,020
  ADDITION VI MONTHLY LEASE PAYMENT                                     $  3,078.15
    TOTAL MONTHLY LEASE PAYMENT                                                                 $32,066.94
</TABLE>


<PAGE>

SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                    ITEM 01
<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                      QTY
-----------            -----------                                      ---
<S>                   <C>                                              <C>
                       Switching Equipment

                       Line Trunk Frame (LTF)
OCCSLTFFRM             Line Trunk Frame                                   1
814742-566             Diagnostic Test Gen/Monitor                        1
LTFDOORS               LTF Doors, Front & Rear                            1
LINGRPCUA              Line Group CUA (LTF)                               1
SLTFUTSCUA             Trk/Svc Ckt CUA Grp                                1
SLTFUSCUA              Svc Ckt CUA Grp                                    4
814571-706             Digital TMF Rcv.(2/PWBA)                          19
814572-576             Digital Sender (TMF/SATT)                          6
814695-556             Digital DTMF Sender                                6
814643-596             Digital DTMF Receiver                             23
814742-576             (FOC) Digital DTMF Receiver                        4
814574-936             2-Wire E&M Trunk PWBA                              2
814574-932             Loop Trunk, Reverse Batt PWBA                      1

                       Digital Trunk Frame(DTF)
OCCSDTFFRM             Digital Trunk Frame                                1
DTFDOORS               DTF Doors, Front & Rear                            1
SDS1HSTCUA             DS1 Host Ckt CUA                                   6
817560-626A            T1 Interface PWBA                                 48
817577-917A            Blower Assembly w/fan Alarm                        1
</TABLE>

                                       1

<PAGE>


SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                           ITEM 01
<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                      QTY
-----------            -----------                                      ---
<S>                   <C>                                              <C>
                       Switching Equipment

                       Control & Maintenance Frame (CMF)
SCMFOCC12.1            Control & Maint Frame OCC 12.1                     1
CMFDOORS               CMF Doors, Front & Rear                            1
822068-819             DLI Transfer                                       1
814635-086             PWBA Ring (N+1)                                    1
814721-666             Serial Line Unit PWBA                              1
822010-676             Disk Drive Assy                                    2
822010-656             Tape Drive                                         1
817702-556             Traffic Measurement/Rec                            1
817620-556             MSA PWBA                                           1
814727-626             J2 Maintenance Processor                           1
822010-606             Power & Alarm PWBA                                 1
817680-606A            BMUX PWBA                                          1
822222-606A            DLI-II                                             1
TSIPWB17               TSI PWBA                                           4
822702-536A            PXAM Il - 4MB                                      2
822727-696A            J-Processor (8MB)                                  2
814770-656             PXA Memory PWBA 1/Mbyte                            1
TPPOPWB17              TPP PWBA (Sectors 0, 1)                            1
OCCSNCS                Sync Network Clock (Slave)                         1
822718-596             Feature Processor (PWBA)                           2
814095-626             Service Group Diag PWBA                            1
</TABLE>

                                       2

<PAGE>

SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                          ITEM 01
<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                      QTY
-----------            -----------                                      ---
<S>                   <C>                                              <C>
                       Switching Equipment

                       Control & Maintenance Frame (CMF) (CON'T)
OCCTAPE                Tape Control PWBAs                                1
814722-216A            RS232 Interface Module                            7

                       Power & Test Frame (PRT)

SPRTFOCC12.1           Power Ringing & Tst Fr OCC12.1                    1
PRTDOORS               PRT Doors, Front & Rear                           1
817576-938             Circuit Breaker 100 Amp                           7
814475-036             Alarm Sender PWBA                                 1
817576-912             Basic Cabinets & MTG for N+1 )                    1
814629-904             Ringing Generator (20 Hz)                         1
817576-934             200VA DC/AC Non-Redund. Invtr                     1
814215-820             Cook 4 Chan Announcer (NT5M)                      1
203352-681             4 Channel Announcer                               1

                       Automatic Message Accounting
                       ----------------------------
SAMAFRM                AMA Frame                                         1
AMADOORS               AMA Doors Rear                                    1
814421-908             Cook 1600 BPI Tape Drives (2)                     2
814421-909             Cook 1600 BPI Strapping                           2
</TABLE>

                                       3


<PAGE>

     SIEMENS
     STROMBERG-CARLSON

     Installation Site: Los Angeles, CA

                                                             ITEM 01
<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                      QTY
-----------            -----------                                      ---
<S>                   <C>                                              <C>

                       Switching Equipment

                       Miscellaneous
                       -------------
4-24419-0290           DSX PnI-ADC DSX-DR 19 w/cord                      2
PJ716                  Bantam Patch Cord                                 8
2200B                  Channel Access Unit                               1
203352-645             9600 Full Duplex Modems                           1
202975-592             7' x 19" Relay Rack                               1
207800-284             Installation Material                             1
200110-119             Fuse 1 1/'3 amp                                  20
200110-129             Fuse 3 amp                                       10
200110-429             Fuse 10 amp                                       5
200110-139             Fuse 5 amp                                       10
SD0000                 Std System Documentation                          1
D0001                  Specifications, Paper                             2
D0002                  Site Drawings, Paper                              2
203352-600             Hendry Filtered Fuse Panel                        1
207630-911             Modem Eliminator OCC                              2
207630-901             PKG Assy/Modem Eliminator                         4
                       Superstructure & Cabling                          1

                       Battery Distribution Frame
                       --------------------------
814053-043A            7ft Battery Discharge Frame                       1
207521-733             Shield                                            1
</TABLE>

                                       4


<PAGE>

SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                      QTY
-----------            -----------                                      ---
<S>                   <C>                                              <C>
                       Switching Equipment

                       Power Equipment
                       ---------------
                       Customer Supplied

                       Distribution Frame Equipment
                       ----------------------------
5065-8                 Term Blocks Newton 8 x 26                          4
5054                   Newton Bracks (1 per 2 blks)                       2

                       Maintenance & Administration Equipment
                       --------------------------------------
202958-464             Tape Cartridge                                     1
203352-608             Arrow Tape Drive Cleaning Kit                      1
203352-283             Genicom 2120 Keyboard/Printer                      1
7271-964               Box, Teleprinter Paper                             1
</TABLE>


                                       5


<PAGE>

SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: LOS ANGELES, CA,


                                                        ITEM O1
<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                      QTY
-----------            -----------                                      ---
<S>                   <C>                                              <C>
                       Spare Circuit Packs
                       -------------------
200110-099             Fuse 1/2 Amp                                       1
207630-042             Power Supply Shield                                1
555020-125             Fuse, 3AG, 3A                                      1
555366-001             Switch, SPST                                       1
814288-526             Tape Diagnostic PWBA                               1
814291-546             Tape Motion Cont. PWBA                             1
814298-526             Tape Buffer PWBA                                   1
814439-056             PGC-1 PWBA                                         1
814440-076             PGC-2 PWBA                                         1
814441-056             MUX/DEMUX PWBA                                     1
814462-036A            Power Supply PWBA                                  1
814463-026A            Power Supply PWBA                                  1
814539-026             CMOS Codec Comm. PWBA                              1
814727-626             J2 Maintenance Processor                           1
817113-086             Power Supply PWBA                                  1
817524-066A            LTC Interconnect PWBA                              1
817560-626A            T1 Interface PWBA                                  1
817561-526             T1 I/F Control 1 PWBA                              1
817562-566             T1 I/F Control 2 PWBA                              1
817564-026A            Power Supply PWBA                                  1
817581-026             DS1 Terminator PWBA                                1
817702-556A            TMRS Processor                                     1
822010-656             Tape Drive                                         1
</TABLE>

                                       6



<PAGE>



SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: LOS ANGELES, CA

                                                         ITEM 01

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                      QTY
-----------            -----------                                      ---
<S>                   <C>                                              <C>
                       Spare Circuit Packs(Cont.)
                       -------------------
822010-666             Tape Drive PWBA                                    1
822015-536             Clock Generator (SNC) PWBA                         1
822024-036A            Power Monitor PWBA                                 1
822033-596A            MCG - II PWBA                                      1
822034-536A            Master Clock Dist. PWBA                            1
822289-566A            TBI II PWBA                                        1
822723-556A            Data Link III PWBA                                 1
822726-526A            HD MSA/SL PWBA                                     1
822010-606A            MSDA Pwr & Alarm                                   1
822010-636             Disk Drive Assy                                    1
822222-606A            DLI-II                                             1

                       Software Features
                       -----------------
999948                 OCC Basic Features Package                         1
011219                 Trunks Automatic Routine Testing                   1
011289                 Out of Svc Limit for Server Grp. Eq.               1
012970                 Glare Guard                                        1
018000                 Paginated Print-out                                1
026609                 Route Treatment Expansion                          1
053140                 Alarm Repeat Notification                          1
053150                 Alarm LSSGR Compliant                              1
053770                 Alarm Spurt Alarm During Transfer                  1
056519                 Automatic Switch-Over                              1
</TABLE>

                                       7

<PAGE>


INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                      QTY
-----------            -----------                                      ---
<S>                   <C>                                              <C>
ITEM 02                SS7 HARDWARE & SOFTWARE

822057-526             Signaling System Controller                       2
822055-536             Communication Link Controller                     2
814742-586             Continuity Test PWBA                              3
822723-556             Data Link III                                     2
003009                 Common Channel Signaling System                   1
003019                 Service Switching Point                           1
003069                 CCS7 Link Pair Software                           1

ITEM 02A               SS7 SPARES

822057-526             Signaling System Controller                       1
822055-536             Communication Link Controller                     1

ITEM 03                "A" LINKS

003069                 CCS7 Link Pair Software                           1

ITEM 04                Power Equipment

2029750593             7' x 23" Relay Rack                               1
DDV85-19               Exide DD Battery 765 AH                           1
203352-588             Charger/Lorain/200A RHM200D50                     2

ITEM 05

                       Upgrade to Release 14.0                           1

ITEM 06

                       De-Install at Calgary, pack                       1

</TABLE>


                                       20

<PAGE>



                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
                             SITE: Denver, Colorado

                           LEASE PAYMENTS (CONTINUED)

<TABLE>
<S>                                                                        <C>                       <C>
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION VII                                                        $ 89,193.68
        RATE FACTOR PER $1,000                                              $ 35.965
        ADDITION VII MONTHLY LEASE PAYMENT                                  $ 3,207.85
           TOTAL MONTHLY LEASE PAYMENT                                                                 $35,274.79

EFFECTIVE JULY 1, 1997 (37 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION VIII                                                       $ 58,013.66
        RATE FACTOR PER $l,000                                              $36.971
        ADDITION VIII MONTHLY LEASE PAYMENT                                 $2.144.82
           TOTAL MONTHLY LEASE PAYMENT                                                                 $37,419.61

EFFECTIVE OCTOBER 1, 1997 (28 MONTHLY LEASE PAYMENTS REMAINING)
        ADDITION IX                                                         $ 93,500.00
        RATE FACTOR PER $1,000                                              $540.423
        ADDITION IX MONTHLY LEEASE PAYMENT                                  $ 3,779.55
           TOTAL MONTHLY LEASE PAYMENT                                                                 $41,199.16

EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 74 MONTHS.
EFFECTIVE JANUARY 1, 1998 (39 MONTHLY LEASE PAYMENTS REMAINING)

      ADDITION X                                                            $220.193.11
      LEASE PAYMENTS ARE AS FOLLOWS:
      01/01/98-03/01/98      $ -0-
      04/01/98 - 03/01/2001    $37,258.01

TOTAL VALUE OF EQUIPMENT                                                  $1,604,783.58
========================                                                  =============
</TABLE>


SUMMARY OF TOTAL LEASE PAYMENTS:
      4 @ $ 6,911.34 = $ 27,645.36
     15 @ $11,154.05 = $167,310.75
      4 @ $16.025.37 = $ 64,101.48
      1 @ $24.545.32 = $ 24,545.32
      2 @ $26,788.19 = $ 53,576.38
      1 @ $28,988.79 = $ 28,988.79
      1 @ $32,066.94 = $ 32,066.94
      1 @ $35,274.79 = $ 35,274.79
      3 @ $37,419.6l = $112,258.83
      3 @ $41,199.16 = $123,597.48
              3@$-0- = $   -0-
      36@ $37,258.01 = $1,341,288.36
                       -------------
      60               $2,010,654.48

                                                   ACCEPTED BY:
                                                   DATE:


<PAGE>


                             SCHEDULE I OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)
                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of July 25, 1994 between  Telecommunications  Finance Group, as Lessor,
and Athena  International Ltd. Liability Co. dba Athena  International,  LLC, as
Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>
Equipment List
Number                 Description                                                    Amount
--------------         -----------                                                    ------
<S>                   <C>                                                             <C>

DCO-481238             A Siemens Stromberg-Carlson                                   $314,252.00
                       Digital  Central  Office  Carrier  Switch  Equipped and
                       Wired  for 1152  Digital  Ports  (DCO-481238,  Issue 1,
                       Dated  05/19/94)  with a New Basic  Release 12.1 CMF, A
                       Used AMA Frame, SS7 with 800  Portability,  SS7 Spares,
                       One (1)  Additional  Pair of "A"  Links,  International
                       Operator  Service,  and  Route  by ANI  on any  700/800
                       Number Including Installation

TFG-95029              ADDITION I                                                     181,250.64
TFG-96152              ADDITION II                                                    164,516.10
TFG-96181              ADDITION III                                                   264,356.65
TFG-97189              ADDITION IV                                                     68,015.31
TFG-97207              ADDITION V                                                      63,595.58
TFG-97216              ADDITION VI                                                     87,896.85
TFG-97242              ADDITION VII                                                    89,193.68
TFG-97253              ADDITION VIII                                                   58,013.66
TFG-97284              ADDITION IX                                                     93,500.00
TFG-98018              ADDITION X                                                     220,193.11
                                                                                   -------------
                                  TOTAL                                            $1,604,783.58
                                  =====                                            =============
</TABLE>

The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928

                        ACCEPTED BY:
                        DATE:
                                          Dated:       July 25, 1994
                                          Revised:     April 24, 1995
                                          Revised:     July 23, 1996
                                          Revised:     December 2, 1996
                                          Revised:     January 13, 1997
                                          Revised:     February 25, 1997
                                          Revised:     March 25, 1997
                                          Revised:     May 7, 1997
                                          Revised:     June 11, 1997
                                          Revised:     September 3, 1997
                                          Revised:     February 27, 1998


<PAGE>


EQUIPMENT LIST #TFG-98018                            DATED: February 27, 1998

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      X

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

PART NO./DESCRIPTION                               QUANTITY        AMOUNT
--------------------                               --------        ------
RESTRUCTURE CHARGES                                                $ 44,193.11
        THIRD PARTY VENDOR- TELESELECT
VTS-60 MODEL NUMBER: 300-Y-ITS INCLUDING:             1 LOT         176,000.00
TSG VTS TERMINATION SOFTWARE PACKAGE,
S/Y VS97R01-R02                                       2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011            2
DIALOGIC DTI300SC COM BDS S/N CZ034563,
CZ021715                                              2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439                                              6
DATAKINETICS PCCS6 SS7 BD, S/N 01170                  1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278                                      6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166        12
RAD KVF,5-T1S VOICE/FAX, S/N 7428554-57
559-563, 7414236-237,231,245,7411674-76)             16
RAD DXC HIGH SPEED I/O BOARDS, S/N 735504-
510, 512,497, 7290936-938                            12
RAD DKC TI/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574                                       2
19" RACK, S/N 978721                                  1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355                                            2
RAD MBE ETHERNET BRIDGE, S/N 7455186 &-
7430875                                               2
CSU/DSU, S/N 9711010-011                              2

                                 TOTAL                            S220,93,11
                                 =====                            ==========
</TABLE>


<PAGE>


EQUIPMENT LIST #TFG-97284                              DATED: September 3, I997

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      IX
<TABLE>
<CAPTION>
PART NO./DESCRIPTION                       QUANTITY                  AMOUNT
--------------------                       --------                  ------
<S>                                       <C>                       <C>
THIRD PARTY VENDOR - TELEFLEX

EQUIPMENT AS FOLLOWS:                        1 LOT                  $93,500.00
P133-8 INTELINKW/8 DIALOGIC BOARDS           1 LOT
D240SC-T1 CARD                               2
DTI/240SC CARD                               2

                                             TOTAL                  $93,500.00
                                             =====                  ==========
</TABLE>



<PAGE>


EQUIPMENT LIST #TFG-97253                                  DATED: June 4, 1997

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      VIII
<TABLE>
PART NO./DESCRIPTION                   QUANTITY                         AMOUNT
--------------------                   --------                         ------
<S>                                   <C>                               <C>
    SS-C
SLU MULTI-TASKING PORT
ADDITION PER DCO-710017,
ISSUE 01, DATED 02/05/97
(S.O.#072091) AS FOLLOWS:
    MATERIAL                           1 LOT                           $ 456.00
    INSTALLATION                                                       2,500.00
    FREIGHT                                                               22.95

SEA 96019 EXPANSION OF ROUTE
GUIDE INDEXES TO 4096 PER DCO-
681122,  ISSUE 01, DATED 07/09/96;
RELEASE 15.0 RTU STARTUP
(S.O.#072300) AS FOLLOWS:
    MATERIAL                           1 LOT                           55,000.00
    FREIGHT                                                                34.71
                                                                      ----------
                                      TOTAL                           $58,013.66
                                      =====                           ==========
</TABLE>


<PAGE>


SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: DENVER, CO

<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                                   QTY
-----------                 -----------                                   ---
<S>                        <C>                                           <C>
                            Switching Equipment

                            ITEM 01
                            SLU PWBA (CMF-00)
814722-216                  PWBA, SLU Panel RS232                          1
207630-857                  Package Assy, Module Hardware                  1
825079                      Multi-Tasking Software                         2
</TABLE>

NOTE: Each SLU PWBA has two ports on it, therefore two multi-tasking
      software pods are shown.

                                       2

<PAGE>



EQUIPMENT LIST #TFG-97242                                    DATED: May 7, 1997

COMPANY:  Athena International Ltd. Liability Co.
          dba Athena International, LLC

SITE LOCATION: Denver, Colorado
ADDITION:  VII

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                      QUANTITY                      AMOUNT
--------------------                      --------                      ------
<S>                                       <C>                          <C>
SS-C

A FULLY EQUIPPED DTF-04 FRAME
PER DCO-710015, DATED 01/23/97
(S.O.#071631) AS FOLLOWS:
        MATERIAL                             1 LOT                    $ 60,787.00
        INSTALLATION                                                     9,100.00
        FREIGHT                                                            590.51

HENDRY FUSE PANEL PER DCO-710008,
ISSUE 02, DATED 12/06/96 (S.O.#071982)
AS FOLLOWS:
        MATERIAL                             1 LOT                       1,732.00
        LABOR                                                            1,900.00
        FREIGHT                                                             84.17

TOLL FREE NUMBER. EXPANSION (S.O.#072119)    1 LOT                      15,000.00
                                                                       ----------
                                          TOTAL                        $89,193.68
                                          =====                        ==========
</TABLE>



<PAGE>


SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: DENVER, CO

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                     QTY
-----------            -----------                                     ---
<S>                    <C>                                            <C>
                                  ITEM 01

                       DTF-04 Frame Addition

817577-900             Frame MG                                          1
817577-901             MG, DS1 Host CUA                                  6
817577-902             MG, Basics PWBAs DS1 CUA                          6
207600-225             Frame Weldment                                    1
207800-079             Pkg Assy Front Door Mtg Hardware                  1
207800-080             Pkg Assy Rear Door Mtg Hardware                   1
207600-158             Door Assembly, Right I/O                          2
207600-159             Door Assembly, Left I/O                           2
207600-721             PWBA Guide                                        6
817560-606             PWBA, T1 Interface                               48
817577-917             MG Blower w/Fan Alarm, Base                       1

                       PRT-00
                       ------
817576-938             Mod Group, Circuit Breaker                        2
</TABLE>


                                       1

<PAGE>


SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: DENVER, CO

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                     QTY
-----------            -----------                                     ---
<S>                    <C>                                            <C>
                              ITEM 01 (Cont.)

                       Miscellaneous

DSX-DR19               Cross Connect Panel                               2
202975-592             Relay Rack (Lorain)                               1
DOC-ADD                Additions Documentation                           1

                              ITEM 02

                       LTF-01 Frame Addition

814574-900             MG Basic Frame Assy, LTF                          1
814574-901             MG Supervisory Panel Assy                         1
814574-904             MG Pkg Assy, Ejector Bar, Top                     1
814574-903             Mod Group Term Assy Power                         1
207600-720             PWBA Guide                                        1
207600-210             Pkg Assy, Frame Weldment                          1
207600-014             Pkg Assy, LTF Term Block EMC                      1
814574-992             MG Service Circuit CUA                            1
814574-995             PWBA Mod Group--Basic PWBA                        1
207600-160             Pkg Assy Front Door Mtg Hdw                       1
207600-471             Pkg Assy Rear Door Mtg Hdw                        1
</TABLE>


                                       2


<PAGE>


SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: DENVER, CO

                                                     ITEM 01
<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                     QTY
-----------            -----------                                     ---
<S>                    <C>                                            <C>

                       Miscellaneous
                       -------------
203352-600             OEM Equipment, Fuse Panel                         1
020785-086             100' Red Power Cable                              1
020785-065             100' Black Power Cable                            1

                       Documentation
                       -------------
DOC-ADD                Additions Documentation                           1
</TABLE>

NOTE: The ADC Cross Connect  Panel and Hendry Fuse Panel must be ordered for 23"
      mounting.


                                       2


<PAGE>



EQUIPMENT LIST #TFG-97216                                DATED: March 25, 1997
COMPANY:  Athena International Ltd. Liability Co.
          dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      VI

<TABLE>
<CAPTION>
PART NO./DESCRIPTION
  SS-C                                                      QUANTITY                 AMOUNT
--------------------                                        --------                 ------
<S>                                                         <C>                      <C>
AN UPGRADE TO RELEASE 14.0 PER
DCO-681152, ISSUE 01, DATED 08/19/96
(S.O.#071521)                                                1 LOT                   $15,000.00

ONE COMMON  CONTROL  SECTOR
ADD PER  DCO-781001,  ISSUE 01,  DATED
10/02/96 (S.O.#071523) AS FOLLOWS:
        MATERIAL                                             1 LOT                    19,730.00
        INSTALLATION                                                                   3,000.00
        FREIGHT                                                                           84.10
200 AMP  DISTRIBUTION  PANEL WITH BUS BAR,  CABLES,  10-10 AMP  BREAKERS PER
DCO-710002, ISSUE 01, DATED 10/28/96 (S.O.#071801) AS FOLLOWS:
        MATERIAL                                             1 LOT                     1,360.00
        INSTALLATION                                                                   2,200.00
        FREIGHT                                                                           44.75
REAL TIME ANI FEATURE #823435
(S.O.#071805)                                                1 LOT                    26,666.00
        THIRD PARTY VENDOR- CIBER NETWORK
        EQUIPMENT AS FOLLOWS: 1 LOT                                                   19,767.00
D4841A/LH PRO 6/200 S/N SG63400748                           1
D3583C/4.2GB F/W HOT SWAP HDD                                4
D4295A/32MB DIMM MEMORY UPGRADE                              1
JC-14WIVMA/MSYNC C400, 14, 128ONI.,
28D, 60HZ                                                    1
J317lA/10/100 TX PCI ADAPTER                                 2
D4921A/REDUNDANT POWER SUPPLY                                1
N3-IL40-U/NOCULAN, 4.0, SRVR, UNLTD
USERS                                                        1
ILWS-41- l/INOCULAN FOR CLIENT-SINGLE
WORKSTATION                                                  1
00662644127330/NW 3.12 50 USER UPG TO
4.11 INTRNW 1 OOU                                            1
SHIPPING COST                                                                             45,00
                                                                                     ----------
                                                          TOTAL                      $87,896.85
                                                          =====                      ==========
</TABLE>


<PAGE>


SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE:  DENVER, CO

<TABLE>
<CAPTION>
PART NUMBER              DESCRIPTION                                     QTY
-----------              -----------                                     ---
<S>                      <C>                                            <C>
                         ITEM 01

                         CCS - 03
                         --------
822068-811               Diag. Grading Panel                               1
822003-596A              PVVBA, (2W) TSI HDI                               4
822002-526               PWBA, TSI PGH I/F                                 4
207800-482               Cable Assembly (TSI/PGH)                          4
822005-546A              PWBA, (2W) TPPO HDI                               2
822006-566A              PWBA TPP1 (For Addition)                          2
822017-556A              PWBA TPP2 (For Addition)                          2
DOC-ADD                  Additions Documentation                           1
</TABLE>


                                       1


<PAGE>


EQUIPMENT LIST #TFG-97207                              DATED: February 25, 1997

COMPANY:   Athena International Ltd. Liability Co.
           dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:  V

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                     QUANTITY                       AMOUNT
--------------------                     --------                       ------
    SS-C
<S>                                      <C>                            <C>
2 EJH PROCESSORS WITH 1 SPARE
PER DCO.745002, ISSUE 01, DATED
10/17/96 (S.O.#071522) AS FOLLOWS:
        MATERIAL                           1 LOT                      $30,420.00
        INSTALLATION                                                    2,000.00
        FREIGHT                                                            25.58

1 A-LINK PAIR FEATURE #003069
(S.O.#071802) AS FOLLOWS:
        MATERIAL                           1 LOT                        7,170.00
        SCAT                                                              330.00

         THIRD PARTY VENDOR- TELEFLEX

P 133-4 INTELINK W/4 DIALOGIC BOARDS       1                           23,650.00
                                                                      ----------
                                         TOTAL                         $63595.58
                                         =====                        ==========
</TABLE>


<PAGE>


EQUIPMENT LIST #TFG-97189                               DATED: January 13, 1997

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      IV

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                      QUANTITY                       AMOUNT
--------------------                      --------                       ------
    SS-C
<S>                                       <C>                           <C>
DTF-0 FULLY EQUIPPED (S.O.#071045)
AS FOLLOWS:
        MATERIAL                             1 LOT                     $60,000.00
        INSTALLATION                                                     7,500.00
        FREIGHT                                                            515.31
                                                                       ----------
                                          TOTAL                        $68,015.31
                                          =====                        ==========
</TABLE>


<PAGE>

SIEMENS                                                 Proposal No.: DCO-881108
                                                         Issue No.: l
STROMBERG-CARLSON                                        Date: June 24, 1996
INSTALLATION SITE: DENVER, CO

<TABLE>
<CAPTION>
PART NUMBER          DESCRIPTION                              QTY
-----------          -----------                              ---
<S>                 <C>                                      <C>
                                 ITEM 01 (Cont.)
                     Miscellaneous
DSX-DR19             Cross Connect Panel                        2
DOC-ADD              Additions Documentation                    1

                                 ITEM 02

                     DTF-04
                     ------
817577-900           Frame M/G                                  1

817577-901           MG, DS1 Host CUA                           6

817577-902           MG, Basics PWBAs DS1 CUA                   6
207600-225           Frame Weldment                             1
207800-079           Pkg Assy Front Door Mtg Hdw                1
207800-080           Pkg Assy Rear Door Mtg Hdw                 1
207600-158           Door Assy, Right I/O                       2
207600-159           Door Assy, Left I/O                        2
207600-721           PWBA Guide                                 6
817560-606           PWBA, T1 Interface                        48
817577-917           MG Blower w/Fan Alarm, Base                1

                     PRT-00
                     ------
817576-938           Mod Group, Circuit Breaker                 2

                     Miscellaneous
                     -------------
DSX-DR19             Cross Connect Panel                        2
DOC-ADD              Additions Documentation                    l
</TABLE>


                                       2


<PAGE>

EQUIPMENT LIST #TFG-96181                               DATED: December 2, 1996

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      III

PART NO./DESCRIPTION                            QUANTITY                AMOUNT
--------------------                            --------                ------
           SS-C
<TABLE>
<S>                                             <C>                     <C>
A FULLY EQUIPPED DTF-03 FRAME
(1152 PORTS) PER DCO-681108, ISSUE
1, DATED 06/24/96; ADDITIONAL POWER
SYSTEM; SERVICE CIRCUITS INCLUDING
INSTALLATION (S.O.#071044)                        1 LOT                $122,227.00
FREIGHT                                                                   2,339.72

Third Party Vendor - Telcom Products

EQUIPMENT AS FOLLOWS:                             1 LOT                  25,151.50
TELLABS 82-2532A ECHO CAN., S/N'S
S062195-S062210                                   16
TELLABS 81-235A SHELF, S/N'S 524757H,
480861/004,554KK0K                                3
FREIGHT                                                                     137.43

THIRD PARTY VENDOR -TTC
EQUIPMENT AS FOLLOWS:                             1 LOT                  13,486.00
TBERD-224 MAINFRAME, S/N 9495                     1
T1/TF1/DDS BERT BUNDLE (41500)                    1
G.821 PERFORMANCE OPTION                          1
DSP BOARD OPTION                                  1
VP TESTING OPTION                                 1
SIGNALING OPTION                                  1
DIGIT ANALYSIS OPTION                             1
DTM, DISTRIBUTED TEST MANAGER                     1
FREIGHT                                                                      15.00

THIRD PARTY VENDOR- ACTION TELCOM
(SEE ATTACHED EOUIPMENT LIST)
PRIMARY SYSTEM; SECONDARY SYSTEM;
AVAS SYSTEM; TCP/IP PACKAGE; NETPLAN
PACKAGE; REMOTE COMMUNICATIONS
PACKAGE INCLUDING INSTALLATION                    1 LOT                  101,000.00
                                                                        -----------
                                   TOTAL                                S264,356.65
                                   =====                                ===========
</TABLE>



<PAGE>


STROMBERG-CARLSON                                           Date: June 24, 1996

INSTALLATION SITE: DENVER, CO

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                         QTY
-----------            -----------                                         ---
<S>                    <C>                                                <C>
                                 ITEM 01

                       DTF-03
                       ------
817577-900             Frame M/G                                             1
817577-901             MG, DS-1 Host CUA                                     6
817557-902             MG, DS-1 Basic PWBA's                                 6
207600-225             Frame Weldment                                        1
207800-079             Package Assembly Front Door Mtg Hdw .                 1
207800-080             Package Assembly Rear Door Mtg Hdw                    1
207600-158             Door Assembly, Right I/O                              2
207600-159             Door Assembly, Left I/O                               2

207600-721             PWBA Guide                                            6
817560-606             PWBA, T1 Interface                                   48
817577-917             MG Blower w/Fan Alarm, Base                           1
                                        (degree)

                       CMF-00 CCS-03
                       -------------
822068-811             Diag. Grading Panel                                   1
822003-596A            PWBA, (2W) TSI HDI                                    4
822002-526             PWBA, TSI PGH I/F                                     4
207800-482             Cable Assembly (TSI/PGH)                              4
822005-546A            PWBA, (2W) TPP0 HDI                                   2
822006-566A            PWBA, TPP1 (For Addition)                             2
822017-556A            PWBA, TPP2 (For Addition)                             2

                       PRT-00
                       ------
817576-938             Mod Group, Circuit Breaker                            2
</TABLE>


                                       1

<PAGE>


STROMBERG-CARLSON                                          Date:. June 24, 1996

INSTALLATION SITE: DENVER, CO

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                         QTY
-----------            -----------                                         ---
<S>                    <C>                                                <C>
                                 ITEM 01 (Cont.)

                       Miscellaneous
                       -------------
DSX-DR19               Cross Connect Panel                                  2
DOC-ADD                Additions Documentation                              1

                                 ITEM 02

                       DTF-04
                       ------
817577-900             Frame M/G                                            1
817577-901             MG, DS1 Host CUA                                     6
817577-902             MG, Basics PWBAs DS1 CUA                             6
207600-225             Frame Weldment                                       1
207800-079             Pkg Assy Front Door Mtg Hdw                          1
207800-080             Pkg Assy Rear Door Mtg Hdw                           1
207600-158             Door Assy, Right I/O                                 2
207600-159             Door Assy, Left I/O                                  2
207600-721             PWBA Guide                                           6
817560-606             PWBA, T1 Interface                                  48
817577-917             MG Blower w/Fan Alarm, Base                          1

                       PRT-00
                       ------
817576-938             Mod Group, Circuit Breaker                           2

                       Miscellaneous
                       -------------
DSX-DR19               Cross Connect Panel                                  2
DOC-ADD                Additions Documentation                              1
</TABLE>


                                      2

<PAGE>



SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: NEW YORK, NY


<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                         QTY
-----------            -----------                                         ---
<S>                    <C>                                                <C>
                                        ITEM 01
                       CMF-00, CCS-03
                       --------------
822068-812             Diag. Grading Panel                                   1
822003-596A            PWBA, (2W) SI HDI                                     4
822002-526             PWBA, TSI PGH I/F                                     4

207800-482             Cable Assembly (TSI/PGH)                              4
822005-546A            PWBA, (2W)TPPO HDI                                    2
822006-566A            PWBA, TPP1                                            2
822017-556A            PWBA, TPP2                                            2

                       DTO-03
                       ------
817577-900             MG Basic DTF Assembly                                 1
817577-901             MG, DS1 Host CUA                                      6
817577-902             MG, Basics PWBAs DS1 CUA                              6
207600-225             Frame Weldment                                        1
207800-079             Pkg Assy Front Door Mtg Hardware                      1
207800-080             Pkg Assy Rear Door Mtg Hardware                       1
207600-158             Door Assembly, Right I/O                              2
207600-159             Door Assembly, Left I/O                               2
207600-721             PWBA Guide                                            6
817560-606             PWBA, T1 Interface                                   48
817577-917             MG Blower w/Fan Alarm, Base                           1
</TABLE>


                                       1


<PAGE>

SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: NEW YORK, NY

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                         QTY
-----------            -----------                                         ---
<S>                    <C>                                                <C>
                                 ITEM 01 (Cont.)

                       PRT-00
                       ------
817576-938             Mod Group, Circuit Breaker                           2

                       Miscellaneous
                       -------------
DSX-DR19               Cross Connect Panel                                  2
DOC-ADD                Additions Documentation                              1

                                 ITEM 02

4-DDV85-19             Exide Battery 765 Amp Hour                           1
</TABLE>

NOTE: This battery is normally provided when DTF-03 is added.

                                 ITEM 03

<TABLE>
<CAPTION>
                             LTF-00
                             ------
<S>                          <C>                                             <C>
814574-992                   MG Service Circuit CUA                           1
814574-995                   PWBA Mod Group Basic PWBA                        1
207600-720                   PWBA Guide                                       1
814742-536                   PWBA, Univ. Service Circuit                      5
814742-576                   PWBA, (1W) Univ. Service Circuit                 3
814571-766                   PWBA (1W) Receiver/VACT/EVACT                    3
814695-556                   PWBA (1W) DTMF Dig. Sender                       2
814572-576                   PWBA (1W) Dig. Sender TMF                        2
</TABLE>

NOTE: In order to mount this CUA in LTF-00, the Line CUA in CUA position 00 will
      have to be removed.


                                       2

<PAGE>

SIEMENS
STROMBERG-CARLSON                                      Proposal No.: DCO-681108
                                                       Issue No.: 1
                                                       Date: June 24, 1996
INSTALLATION SITE: DENVER, CO

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                         QTY
-----------            -----------                                         ---
<S>                    <C>                                                <C>
                              ITEM 03

                       Power System Add On
4DDV85-19              Battery 765 Amp Hour
203352-520             Battery Charger, 100 Amp

</TABLE>

NOTE: This additional  power  equipment  is required for this  addition,  but is
      shown as an option for the customer.


                               ITEM 04

<TABLE>
<CAPTION>
                          LTF-00
                          ------
<S>                      <C>                                           <C>
814574-992                MG Service Circuit CUA                         1
814574-995                PWBA Mod Group-Basic PWBA                      1
207600-720                PWBA Guide                                     1
814742-536                PWBA, Univ Service Circuit                    12
814695-556                PWBA (1W) DTMT Dig. Bender                     3
814571-766                PWBA (1W) Rcvr/Vact/Evact                      5
814572-376                PWBA (1W) Dig. Sender TMP                      2
</TABLE>

NOTE: These Service Circuits are required  dependent  upon the percentage of 887
      use.


                                       3


<PAGE>


                          ACTION TELCOM EQUIPMENT LIST
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------
Key    Make                Model #           Serial #              I/O   IRQ    ADDR    STK
-------------------------------------------------------------------------------------------
<S>   <C>                 <C>               <C>                   <C>    <C>    <C>     <C>
PC     ACER                9000              1900031490
KB     ACER                6311K             K6366281224P
MON    ACER                7134T             M3TP63201016
VC     ATI                 MACH-64           O/B                          9
HDC    Adaptec             AIC-7880P         722511 O/B            ID=7  11
HD     IBM                 DFHS              MIAG3B46894           ID=0
HD     IBM                 DFHS              MIAG3B35970           ID=1
HD     IBM                 DFHS              MIAG3B3287S           ID=3
FD     Mitsumi (1.44)      D359T5            3553179                      6
FD     Panasonic(1.2)      JU-475-5-A67      00132626
TD     Tandberg            TDC-4222          42205281              ID=2
SL1    Digi Host Ad        IP-               09515816                           F0000000
SL1    Digi Conc.          IP-50000585-01    SE7700798
X25    SWG                 SGX                                                  D0000
X25    SWG                 SGX-Daughter
PRN    Epson               LP-870            4OU1134522                   7
NET    RACAL               InterLan T2       0207011BBC1E                 9
SER    ACER                Built-in COM 1       COM 2               4/3  3f8/2f8
CD     SONY                CDU765            5096166               ID-5
DIA    AVAS -Ver 2.50D/21D                   CG030890                     5     D2000
P/S    DELTA               DPS-350EB         42613001347
</TABLE>

I/P ADDRESS= 193.1.94.50 aidcpri aidcpri.aidc.com
MEMORY=  32 MB
SPEED=  166 MHZ


<PAGE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
 Key      Make             Serial #               Activation Key #
--------------------------------------------------------------------------------
<S>      <C>               <C>                   <C>
          SCO UNIX sysV    2DH030846              etpp14df
B         SCO PoXPro       Version 2.6
NAMS      ATC NAMS II
TERM      Century          CSU151377              bbaanmph
          NETCOM II        net26106               x21f4ceff Ver. 4.5.3a
</TABLE>

NOTES:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------
Key   Make                Model #              Serial #                   I/O    IRQ   ADDR      STK
----------------------------------------------------------------------------------------------------
<S>   <C>                <C>                  <C>                        <C>     <C>   <C>      <C>
PC    ACER                F520 HB              1900027152
KB    ACER                6311-K               K63661001190
MON   ACER                7134T                M3TP63201025
VC                                             0167823
HDC   Adaptec                                  O/B
HD    LBM                 DORS-32160           11S46H6072Z1M002T0935
PD      (1.44)            D359T5               3546876
FD        (1.2)           F833B                346506
TD                                             42212493
X25   SWG                 8GX                  011151                            15    D0000
NET   RACAL PCI                                0207011BBA64                      10
SER   ACER                                     O/B COM 1 /COM.2                  4/3
</TABLE>

I/P ADDRESS= 193.1.94.60
MEMORY= 16 MB

SOFTWARE:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
 Key      Make             Serial #               Activation Key #
--------------------------------------------------------------------------------
<S>      <C>               <C>                   <C>
OS       SCO UNIX sysV     2DH030858             arbvbtwh
NAMS     ATC NAMS II
TERM     Century           CSU150065U3           lpomflii
</TABLE>


<PAGE>


EQUIPMENT LIST #TFG-96152                                   DATED: July 23, 1996
-------------------------
COMPANY:  Athena International Ltd. Liability Co.
          dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      II

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                             QUANTITY               AMOUNT
--------------------                             --------               ------
   SS-C
<S>                                              <C>                   <C>
1152 PORT ADDITION PER DCO-681024,
ISSUE 3, DATED 02/26/96 AND CCS7 LINK
PAIR SOFTWARE 003069 (S.O.#069395)
AS FOLLOWS:

   MATERIAL                                        1 LOT              $123,857.00
   INSTALLATION                                                         10,500.00
   SOFTWARE                                                             14,450.00
   FREIGHT                                                                 529.10

         Third Party Vendor Tele-Flex Systems
         ------------------------------------
EQUIPMENT AS FOLLOWS:                              1 LOT                15,180.00
6606 1.96 DISK DRIVE, S/N'S CA2C12A/BA2C12A,                            ---------
AA2C12A                                            3
6523 DEVICE CONTROLLER, S/N DA2C12A                1

                                               TOTAL                  $164,516.10
                                               =====                  ===========
</TABLE>


<PAGE>
                                                      Proposal No.: DCO-681024
SIEMENS                                               Issue No.: 3
STROMBERG-CARLSON                                     Date: February 26, 1996

INSTALLATION SITE: DENVER, CO

<TABLE>
<CAPTION>
 PART NUMBER                     DESCRIPTION                           QTY
 -----------                     -----------                           ---
 <S>                            <C>                                   <C>
                                 DTF-01
                                 ------
 817577-900                      DTF Frame Assembly                      1
 817577-901                      DS-1 Host CUA                           6
 817577-902                      DS-1 Basic PWBAs                        6
 817560-626                      T-1 Interface PWBA                     48
 207600-225                      DTF Frame Package                       1
 209600-721                      Card Guide                              6
 207800-079                      Front Door Mounting                     1
 207800-080                      Rear Door Mounting                      1
 207600-158                      Right Door                              2
 207600-159                      Left Door                               2
 827577-924                      Base Mount Blower Assembly              1

                                 LTF-01
                                 ------
 814574-992                      Universal Service CUA                   3
 814574-995                      Basic PWBAs                             3
 814571-686                      Digital TMF Receiver PWBA              14
 814572-576                      Digital TMF Sender PWBA                 3
 814695-556                      Digital DTMF Sender PWBA                3
 814643-596                      Digital DTMF Receiver PWBA             13


                                 CMF
                                 ---
 814095-616                      Service Group Diag. PWBA                1
 822003-596                      1024 Port TSI PWBA                      4
 812002-526                      TSI/PGM Interface PWBA                  4
</TABLE>



                                       1


<PAGE>

SIEMENS                                           Proposal No.: DCO-681024
STROMBERG-CARLSON                                 Issue No.: 3
                                                  Date: February 26, I996
INSTALLATION SITE: DENVER, CO

<TABLE>
<CAPTION>
PART NUMBER        DESCRIPTION                                QTY
-----------        -----------                                ---
<S>                <C>                                       <C>
207800-482         TSI/PGHGP Cable                              4
822005-546         TPP  0  PWBA                                 2
822006-576         TPP  I  PWBA                                 2
822017-566         TPP  2  PWBA                                 2
822068-810         Diag.  Grading Panel CCS-01                  1

                   PRT
                   ---
817576-938         circuit Breaker                              2

                   Miscellaneous
                   -------------
4-24419-0290       DSX Panel, ADC DSX-DR 19                     2
PJ716              Bantem Patch Cord                            8
DOC-ADD            Additions Documentation                      1

                   ITEM 02

                   Additional A-Links
                   ------------------
003069             CCS7 Line Pair Software                      1
</TABLE>


                                       2


<PAGE>



Athena International, TBD
DCO-481238, 05/19/94, Issue 01

<TABLE>
<CAPTION>
                                         DESCRIPTION                                   QTY
------------------------------------------------------------------------------------------
    ITEM 01
------------------------------------------------------------------------------------------
                             DIGITAL TRUNK INTERFACE FRAME USED
------------------------------------------------------------------------------------------
<S>                                                                                  <C>
                    Digital Trunk Frame                                                  1
                    CUA-Digital Trunk                                                    6
                    T1 Interface (Trk + Oper.)                                          48
                    DTF CUA-Basic PWBA                                                   6
                    Rear Doors (HW=207600-471A)                                          1
                    Front Doors (HW=207600-160A)                                         1
                    Blower Assembly, Base Mtg.                                           1
                    PWBA Guides (1/CUA)                                                  6
                    Frame & Joining HW                                                   1
                    Structural Bracing                                                   1
                    Frame Package                                                        1
                    Terminal Block                                                       1

                    LINE/TRUNK FRAME USED
------------------------------------------------------------------------------------------
                    Line Trunk Frame (Analog)                                            1
                    Supervisory Panel                                                    1
                    Term Assembly PWBA                                                   1
                    CUA-LTF Line Group                                                   1
                    Basic PWBA for DAL CUA/Opt                                           1
                    Loop Trk, Reverse Battery                                            1
                    2W E&M Trunk                                                         2
                    Frame Package                                                        1
                    Terminal Block                                                       1
                    PWBA Guides (1/CUA)                                                  4
                    Sender PWBA, TMF (Digital)                                           4
                    Receiver PWBA, DTMF (STD)                                           17
                    Receiver PWBA, DTMF (FOC)                                            0
                    Structural Bracing                                                   1
                    Receiver PWBA, TMF/EVACT                                            10
                    Sender PWBA, DTMF (Digital)                                          4
                    Rear Doors (HW=207600-471A)                                          1
                    Front Doors (HW=207600-160A)                                         1
                    CUA- Trunk Service Group                                             1
                    CUA-Service Group                                                    2
                    Basic PWBA for Service Circuit CUA                                   2
                    Basic PWBA for Analog CUA                                            1
</TABLE>

                                            Page 1


<PAGE>


Athena International, TBD
DCO-481238, 05/19/94, Issue 01

<TABLE>
<CAPTION>
                                         DESCRIPTION                                   QTY
------------------------------------------------------------------------------------------
                              CONTROL & MAINTENANCE FRAME. NEW
------------------------------------------------------------------------------------------
<S>                                                                                   <C>

                          CMF II                                                         1
                          Frame Weldment                                                 1
                          Power Supply Door                                              1
                          Pkg. Assembly, Front Trim                                      1
                          Rear Door Mounting Hardware                                    1
                          Rear Trim Package                                              1
                          Right Front Door                                               1
                          Left Front Door                                                1
                          Door Assembly Right Rear                                       1
                          Door Assembly Left Rear                                        1
                          Door Assembly Power Supply                                     1
                          Earthquake Cabinet Joining                                     1
                          Basic TSI/TPP                                                  1
                          PWBA, Timeslot Interchange                                     4
                          TSI PGH Interface Card                                         4
                          Basic CP PWBA                                                  1
                          MCG Il PWBA                                                    2
                          DLI Il PWBA                                                    2
                          Cable Assembly, DLI II                                         1
                          PWBA, Feature Processor II                                     2
                          Cable Assembly, FP II                                          1
                          J Processor CP E/W 8 Mb Memory                                 2
                          SNC Clock                                                      1
                          DCO-E Interface                                                1
                          PWBA SLU Panel                                                 6
                          Blank Panel Package Double                                     1
                          Basic MP PWBA                                                  1
                          PWBA, TMP                                                      1
                          Cable Assembly, TMP                                            1
                          PWBA, Bus Multiplexer II                                       1
                          PWBA, Mass Storage Adapter                                     1
                          PWBA, J Processor with 2 MB Memory                             1
                          PWBA (2W) PXAM II                                              1
                          PWBA, Serial Line Unit                                         1
                          MG Basic PWBA MSS CUA                                          1
                          Tape Cartridge, MSS                                            1
                          Head Cleaning Kit, MSS                                         1
                          Basic PWBA, Maintenance and TAS                                6
</TABLE>


                                     Page 2


<PAGE>



Athena International, TBD
DCO-481238, 05119194, Issue 01

<TABLE>
<CAPTION>
                          DESCRIPTION                                     QTY
-------------------------------------------------------------------------------
<S>                                                                      <C>
                    PWBA TAS Control                                       1
                    Diagnostic Grading Panel                               1
                    Release 12 Software                                    1

                    POWER, RINGING & TEST FRAME, USED
--------------------------------------------------------------------------------
                    PRT 00 Frame & Power DST                               1
                    100A Circuit Breaker Package                           9
                    5A Circuit Breaker -AC                                 1
                    7A Circuit Breaker -AC                                 1
                    Ring Generator Cabinet                                 1
                    Ring Generator- 20 Hz                                  1
                    Ring Mux & Serializer PWBA                             2
                    RM&M Optional Wiring                                   1
                    Rear Doors (HW=207600-471A)                            1
                    Front Doors (HW=207600-160A)                           1
                    Cable Assembly                                         1
                    Structural Bracing                                     1

                  COMMON EQUIPMENT FRAME USED
--------------------------------------------------------------------------------
                    19" Relay Rack (DSX/Misc.)                             1
                    Relay Rack Fuse Panel                                  1
                    Battery Discharge From-top 7'                          1
                    Package Assembly I/O EMC Earthquake                    1
                    Wall Mounted. Newton Term Block/Bar                    2
                    Installation Material                                  1
                    SCAT Package                                           1
                    Structural Bracing                                     1
                    Sup'str/Power & Intercon Cab.                          1
                    Office Related Drawings                                3
                    Standard Documentation                                 3
                    S/C Practices (SCPs)                                   1

                    AUTOMATIC MESSAGE ACCOUNTING, USED
--------------------------------------------------------------------------------
                    AMA Frame Top Entry Cable                              1
                    AMA Basic PWBA                                         1
                    Magnetic Tapes                                         1
                    1600 BPI Tape Drives                                   2
</TABLE>

                                     Page 3


<TABLE>

Athena International, TBD

         DCO-481238, 05/19/94, Issue 01
<CAPTION>
                               DESCRIPTION                                                       QTY
 ----------------------------------------------------------------------------------------------------
  <S>                      <C>                                                                   <C>            1600 BPI Strapping
                           1600 BPI Software I/F                                                  1
                           Rear Doors                                                             1
                           Structural Bracing                                                     1

                           MISCELLANEOUS HARDWARE, USED
----------------------------------------------------------------------------------------------------
                           300/1200 Baud Modem                                                    1
                           Cook NT5M Digital Announcer                                            1
                           Structural Bracing Mod Grp                                             4
                           Genicom 2120 Prntr DC                                                  1
                           DEC VT 320 CA CRT                                                      1
                           DC-AC 200 VA Invert                                                    1
                           DSX PnI-ADC DSX-DR19 W/CORDS                                           4
                           ADC 2200B Test Access                                                  1


                           POWER EQUIPMENT, USED
----------------------------------------------------------------------------------------------------
                           Batt Charger 100 Amp./50V 1 Ph.                                        2
                           Charger Rack Mtg. Assembly 7'                                          1
                           Battery Rack-With Bracing                                              1
                           Exide DD Battery 700 AH                                                1

                           SPARE PARTS, USED
----------------------------------------------------------------------------------------------------
                           Common Control Spares                                                  1
                           Basic LTF Spare Parts                                                  1
                           DTF PWBA Cluster Spare                                                 1
                           Basic DTF Spare Parts                                                  1
                           AMA Spare Parts                                                        1

                           CMF II Spares, NEW

                           PWBA, Tape Drive                                                       1
                           PWBA, 91 MB Disk Drive                                                 1
                           PWBA, Power and Alarm                                                  1
                           PWBA, Master Clock OsC                                                 1
                           PWBA, Power Monitor                                                    1
                           PWBA, MCG II                                                           1
                           PWBA, Master Clock Dist. II                                            1
                           PWBA, DLI II                                                           1
                           PWBA, TBl ll                                                       1
</TABLE>

                                     Page 4


<PAGE>



Athena International, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>

                               DESCRIPTION                                                       QTY
----------------------------------------------------------------------------------------------------
<S>                        <C>                                                                   <C>
                           PWBA, MSA/SL                                                           1
                           PWBA, Data Link III                                                    1
                           Traffic Measure Processor                                              1
                           PWBA, J Processor with 2 MB Memory                                                                   1
                           PWBA, Feature Processor II

                           S0FTWARE FEATURES
----------------------------------------------------------------------------------------------------
                           Software Generic Release 12.1                                          1
                           No. of NXX Ofc. Codes                                                512
                           Split Authorization Codes                                              1
                           Hot Line Routing                                                       1
                           Fraud Detection-Pattern Recog.                                         1
                           Trunk Queuing with Override                                            1
                           DAL Directory No. Tables                                               1
                           Intercept to Announcer                                                 1
                           Tape to Tape Transfer                                                  1
                           Time Altered Least Cost Rtg                                            1
                           INWATS AC on FGB Circuits                                              1
                           Enhanced Fraud Detection                                               1
                           FGC Outgoing Operation                                                 1
                           Digital Pad Control                                                    1
                           Auth. Code Sending on FGA                                              1
                           Concurrent AMA\DLI                                                     1
                           Shared Project Codes                                                   1
                           FOC By Trunk Group                                                     1
                           0+ Service Enhancement                                                 1
                           User Alert Trace                                                       1
                           Call in Progress Trace                                                 1
                           INWATS AC on FGB Circuits                                              1
                           I/F to Smart Operator Pos.                                             1
                           Digital I/F to Remote Oper.                                            1
                           Inter-Operator Transfer                                                1
                           $CODE Overlay                                                          1
                           Automatic Trunk Re-Attempt                                             1
                           Custom Intercept Announcement                                          1
                           Alarm Send                                                             1
                           Speed Call-No. Pub 7/10D                                          10000
                           Speed Call - Private Lists                                          100
                           No. of Codes-Private                                               2400
                           Authorization Codes-Qt.                                           27000
                           Traffic Measurement Enhanced                                          1
                                                     Page 5

</TABLE>


<PAGE>



Athena International, TBD
DCO-481238, 05/19/94, Issue 01
<TABLE>
<CAPTION>

                               DESCRIPTION                                                       QTY
---------------------------------------------------------------------------------------------------
<S>                                                                                              <C>
                           Multitasking Ports                                                     7
                           Selective Number B locking                                             1
                           AMA - Tape Operation                                                   1
                           AMA - DLI I/F w Vendor Sys                                             1
                           Enhanced Partitioning                                                  1
                           Interim 800 Service/10d Tmsltn                                     20000
                           Interface to Vendor CODC                                               1
                           Credit Card Special Dialing                                            1
                           Enhanced VACT Supervision                                              1
                           ANI Code Validation - 15 NPAs                                         15
                           Validated Project Code Size                                            4
                           Flat Rate Features                                                     1
                           Operator Flag Digits                                                   1
                           ANI Sending on FGD Trunk                                               1
                           Enhanced 800 INWATS Service                                            1

</TABLE>

                                            Page 6


<PAGE>





     Athena International,TBD
     DCO-481238, 05/19/94, issue 01
<TABLE>
<CAPTION>

                               DESCRIPTION                                                       QTY
----------------------------------------------------------------------------------------------------
      ITEM 02              SS7 HARDWARE & SOFTWARE
----------------------------------------------------------------------------------------------------
<S>                        <C>                                                                   <C>
                           Signalling System Controller                                           2
                           Communication Link Controller                                          2
                           Continuity Test PWBA                                                   3
                           Data Link lll                                                          2
                           SS-7 Software                                                          1
                           Miscellaneous cables
                           Link Pair Software

      ITEM 02A             SS7 SPARES
----------------------------------------------------------------------------------------------------
                           Signalling System Controller PWBA                                      1
                           Communication Link Controller PWBA                                     1

</TABLE>




                                                 Page 7



<PAGE>




                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL LLC

                            SITE: NEW YORK, NEW YORK

                                     PAYMENT

             ADDENDUM TO LEASE AGREEMENT DATED June 25, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND

                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL LLC
<TABLE>
<S>                                                                             <C>                 <C>
      EFFECTIVE DECEMBER 1, 1996 (60 MONTHLY LEASE PAYMENTS)
               ORIGINAL VALUE OF EQUIPMENT                                      $451,430.34
               RATE FACTOR. PER $1,000                                          $21.993
                      ORIGINAL MONTHLY LEASE PAYMENT                                                 $9,925.31

      EFFECTIVE MARCH 1, 1997 (57 MONTHLY LEASE PAYMENTS REMAINING)
                ADDITION I                                                      $215,530.65
                RATE FACTOR PER $1,000                                          $22.351
                ADDITION I MONTHLY LEASE PAYMENT                                $4,925.09
                      TOTAL MONTHLY LEASE PAYMENT                                                    $14,853.40

                ADDITION II                                                     $142,520.71
                RATE FACTOR PER $1,000                                          $22.984
                ADDITION II MONTHLY LEASE PAYMENT                               $3,282.59
                      TOTAL MONTHLY LEASE PAYMENT                                                    $18,135.99

      EFFECTIVE SEPTEMBER 1, 1997 (51 MONTHLY PAYMENTS REMAINING)
                ADDITION III                                                    $55,000.00
                RATE FACTOK PER $1.000                                          $24.391
                ADDITION III MONTHLY LEASE PAYMENT                              $1,341.5l
                      TOTAL MONTHLY LEASE PAYMENT                                                    $19,477.50


      EFFECTIVE NOVEMBER 1, 1997 (49 MONTHLY LEASE PAYMENTS REMAINING)
                ADDITION IV                                                     $67,656.00
                RATE FACTOR, PER $1,000                                         $23.183
                ADDITION IV MONTHLY LEASE PAYMENT                               $1,703.78
                      TOTAL MONTHLY LEASE PAYMENT                                                    $21,181.28



</TABLE>


     TFGLA206-6.WPT


<PAGE>



                     ATHENA INTERNATIONAL LTD LIABILITY CO.

                          DBA ATHENA INTERNATIONAL, LLC
                             SITE: NEW YORK NEW YORK

                           LEASE PAYMENTS (CONTINUED)

<TABLE>
      EFFECTIVE DECEMBER 2, 1997. THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.

      <S>    <C>                                <C>                             <C>
             ADDITION V                                                         $23,909.20
             LEASE PAYMENTS ARE AS FOLLOWS:
             0l/O1/98 - 03/01/98                SO
             04/01/98-02/01/2002                $21.811.99

      TOTAL VALUE OF EQUIPMENT                                                  $956,346.90

           SUMMARY OF TOTAL LEASE PAYMENTS:
             3 @ $ 9,928.31 = $29,784.93
             2 @ $14,853.40 = $29,706.80
             4 @ $18,135.99 = $72,543.96
             2 @ $19,477.50 = $38.955.00
             2 @ $21,181.28 = $42.362.56
             3 @ S -0-      = $    -0-
            47 @ $21,811.99 = $1,025,163.53
            63                $1,238,516.78


                                                 ACCEPTED BY:
                                                 DATE:  MARCH 2, 1998




</TABLE>

     TFOLA206-7.WPT


<PAGE>



                             SCHEDULE 1 OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

     The  items  of  personal  property  to be  leased  pursuant  to this  Lease
Agreement,  dated as-of June 25, !996 between  TELECOMMUNICATIONS FINANCE GROUP,
as   Lessor,   and  ATHENA   INTERNATIONAL   LTD.   LIABILITY   CO.  DBA  ATHENA
INTER.NATIONAL,  LLC,  as  Lessee,  are  described  below  and in  the  attached
equipment list(s):
<TABLE>
<CAPTION>
 EQUIPMENT LIST
 NUMBER                    DESCRIPTION                                                        AMOUNT
-------------------------------------------------------------------------------------------------------
<S>                  <C>                                                                   <C>
 DCO-681098          A USED RELEASE 14 DCO-CS EQUIPPED AND                                 $448,000.00
                     WIRED FOR 2304 PORTS PER DCO-681093,
                     ISSUE 01, DATED 05/29/96. INCLUDES TOLL-
                     FREE NUMBER EXPANSION AND 4-DIGIT CIC
                     FEATURES INCLUDING INSTALLATION.
                     ENHANCED SS-7 WITH 800 PORTABILITY.
                     INCLUDES SS-7 BACKWARD CALL INDICATION
                     AND CIRCUIT IDENTIFICATION FEATURES.

                     ADDITIONAL INSTALLATION EFFORT                                           1,736.00

                     FREIGHT
                                                                                              1,694.34
 TFG-97199           ADDITION I                                                             215,530.65
 TFG-97217           ADDITION II                                                            142,820.71
 TFG-97266           ADDITION III                                                            55,000.00
 TFG-97293           ADDITION IV                                                             67,656.00
 TFG-98017           ADDITION V                                                              23.909.20
                                                                                             ---------
                                                                   TOTAL                   $956.346.90
                                                                   =====                   ===========

The above described equipment installed at:

60 Hudson Street, Suite MI6, New York, New York 10013

                                                 ACCEPTED BY:

                                                 DATE:  MARCH 2, 1998

                                                        Dated:          June 25, 1996
                                                        Revised:        February 6, 1997
                                                        Revised:        March 27, 1997
                                                        Revised:        July 31, 1997
                                                        Revised:        October 13, 1997
                                                        Revised:        February, 26, 1998

</TABLE>

TFGLA206-4.WPT


<PAGE>





EQUIPMENT LIST # TFG-98017                              DATED: February 26, 1998
--------------------------

 COMPANY:                ATHENA INTERNATIONAL LTD. LIABILITY CO.
                         ATHENA INTERNATIONAL LLC
 ADDITION:               V
 SITE LOCATION:          NEW YORK. NEW YORK
<TABLE>
<S>                                            <C>                          <C>

 PART NO./DESCRIPTION                          QUANTITY                        AMOUNT
 --------------------                          --------                        ------
         STN,
         ----
 RESTRUCTURE CHARGES                                                         $23,909.20
                                                                             ----------
                                                 TOTAL                       $23.909.20
                                                 =====                       ==========
</TABLE>

     TFGLA206-5.WPT


<PAGE>

  EQUIPMENT LIST # TFG-97293                             DATED: October 13, 1997

  COMPANY:           ATHENA INTERNATIONAL LTD. LIABILITY CO.
                     ATHENA INTERNATIONAL, LLC
  ADDITION:          IV
  SITE LOCATION:     NEW YORK, NEW YORK
<TABLE>
<CAPTION>

  PART NO./DESCRIPTION                         QUANTITY                        AMOUNT
----------------------                         --------                        ------
<S>                                             <C>                            <C>
SS-C
DTF-04 1152 PORT ADDITION PER
DCO-710018; ISSUE 1, DATED 01/03/97
(S.O.#072299) AS FOLLOWS:
     MATERIAL                                    1 LOT                        $58,118.00
     INSTALLATION                                                               7,900,00
     FREIGHT                                                                    1,638.00
                                                                                --------
                                                 TOTAL                        $67,656.00
                                                 =====                        ==========

</TABLE>
<PAGE>



                          SIEMENS

                     Stromberg-Carlson
<TABLE>

           Installation Site: New York, NY

<CAPTION>
              PART NUMBER               DESCRIPTION                           QTY
               -----------               -----------                           ---
              <S>                      <C>                                    <C>
                                                  ITEM 01
                                       DTF-O4
                                       -------
                 817577-900            MG Basic DTF Assembly                    1
                 817577-901            MG, DS1 Host CUA                         6
                 817577-902            MG, Basics PWBAs DS1 CUA                 6
                 207600-225            Frame Weldment                           1
                207800--079            Pkg Assy Front Door Mtg Hardware         1
                 207800-080            Pkg Assy Rear Door Mtg Hardware          1
                  207600-58            Door Assembly, Right I/0                 2
                 207600-159            Door Assembly, Left I/0                  2
                 207600-721            PWBA Guide                               6
                 817560-606            PWBA, T1 Interface                      48
                 817577-917            MG Blower w/Fan Alarm, Base              1

                                       PRT.-00
                                       -------
                 817576-938            Mod Group, Circuit Breaker               2                                       2

                                       Miscellaneous
                                       -------------
                  DSX-DR19             Cross Connect Panel                      2                                        2
                  DOC-ADD              Additions Documentation                  1                                        1

</TABLE>
<PAGE>





      EQUIPMENT LIST # TFG.97199                         DATED: February 6, 1997

      COMPANY:          ATHENA INTERNATIONAL LTD. LIABILITY CO,
                        ATHENA INTERNATIONAL, LLC
      ADDITION:         I
      SITE LOCATION:    NEW YORK, NEW YORK
<TABLE>
<CAPTION>
    PART N0./DESCRIPTION                         QUANTITY                 AMOUNT
    --------------------                         --------                 ------
            SS-C
            ----
<S>                                              <C>                        <C>
    1152 PORT ADDITION PEP,. DCO-681113,
    ISSUE 01, DATED 07/01/96 (S.O.#070570)
    AS FOLLOWS:
             MATERIAL                            1 LOT                       $82,000.00
             INSTALLATION                                                      9,400.00
             FREIGHT                                                             608.65

    REAL TIME ANI FEATURE #3823435
    (S.O.#071803)                                1 LOT                        26,667.00

             THIRD PARTY VENDOR-ACTION TELCOM
             --------------------------------
    AMS PRIMARY SYSTEM, NAMS SECONDARY SYSTEM,
    VAS-AUTOMATED VOICE ALARMING SYSTEM, TCP/IP
    PACKAGE, NETPLAN- LERG (SEE ATTACHED EQUIPMENT
    LIST)                                        1 LOT                       96,855.00
                                                                             ---------

                                                         TOTAL             $215,530.65
                                                         =====             ===========
</TABLE>
     'TFGLA206-5.WPT


<PAGE>





EQUIPMENT LIST # TFG-97217                                 DATED: March 27, 1997


COMPANY:                 ATHENA INTERNATIONAL LTD. LIABILITY CO.
                         ATHENA INTERNATIONAL, LLC
ADDITION:                II
SITE LOCATION:           NEW YORK, NEW YORK
<TABLE>
<CAPTION>

PART NO./DESCRIPTION                             QUANTITY                    AMOUNT
--------------------                             --------                    ------
      SS-C
<S>                                              <C>                         <C>

DTF-03, 1152 PORT ADDITION PER
DCO-  710001,  ISSUE 2,  DATED
01/03/97    (S.O.#070921)   AS
FOLLOWS:

         MATERIAL                                1 LOT                      $80,000.00
         INSTALLATION                                                         9,400.00
         FREIGHT                                                                980.00


INCREASED  AUX  TABLES  #820085
PER  DCO-  681151,  ISSUE  01,
DATED  08/19/96  (S.O.#071524)
AS FOLLOWS:

         MATERIAL                                1 LOT                        20,000.00

2 EJH PROCESSORS  WITH 1 SPARE
PER DCO-  7450001,  ISSUE  01,
DATED  10/17/96  (S.O.#071532)
AS FOLLOWS:

         MATERIAL                                1 LOT                        30,420.00
         INSTALLATION                                                          2,000.00
         FREIGHT                                                                  20.71
                                                                              ---------


                                                     TOTAL                  $142,820.71
                                                     =====                  ===========
</TABLE>

TLGLA206-5,WPT


<PAGE>



EQUIPMENT LIST # TFG-97266                                  DATED: July 31, 1997

COMPANY:                 ATHENA INTERNATIONAL LTD. LIABILITY CO.
                         ATHENA INTERNATIONAL, LLC
ADDITION:                III
SITE LOCATION:           NEW YORK, NEW YORK

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                             QUANTITY                    AMOUNT
--------------------                             --------                    ------
<S>                                              <C>                       <C>

RELEASE   15.0   UPGRADE   PER
DCO-710025,   ISSUE  1,  DATED
04/08/97;  EXPANSION  OF ROUTE
GUIDE INDEXES, FFATURE #820398
(S.O.#072809) AS FOLLOWS:

         MATERIAL                                1 LOT                    $50,000.00
         INSTALLATION                                                       5,000.00
                                                                          ----------
                                                        TOTAL             $55,000.00
                                                        =====             ==========
</TABLE>


TLGLA206-5.WPT


<PAGE>

Stromberg-Carlson
Installation  Site: New York, NY

<TABLE>
<CAPTION>
       PART NUMBER                DESCRIPTION                                 QTY
       -----------                -----------                                 ---
      <S>                     <C>                                             <C>
                               Switching Equipment

                               ITEM 01

                               DTF-02
                               ------
        817577-900             DTF Frame Assembly                               1
        817577-901             DS-1 Host CUA                                    6
        817577-902             DS-1 Basic PWBAS                                 5
        817560-626             T-1 Interface PWBA                              48
        207600-225             DTF Frame Assembly                               1
      207600--721A             Card Guide                                       6
        207800-079             Front Door Mounting                              1
        207800-080             Rear Door Mounting                               1
        207600-158             Right Door                                       2
        207600-159             Left Door                                        2
        817577-924             Base Mount Blower Assembly                       1


                               LTF-01
                               ------

        814574-900             LTF Frame Assembly                               1
        814574-901             Supervisory Panel                                1
        814574-904             Ejector Bar                                      2
        814574-903             Terminator Assembly                              1
        207600-720             Card Guide                                       1
        207600-210             LTF Frame Package                                1
        207600-014             Terminal Block Assembly                          1

</TABLE>


    681113NY/1: 07/01/96                                         - 2 -


<PAGE>

Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>
       PART NUMBER                DESCRIPTION                                 QTY
       -----------                -----------                                 ---
      <S>                     <C>                                            <C>
                                         ITEM 01

                                         LTF-01 (Cont)
                                         -------------

      814574-992               Universal Service CUA                           1
      814574-995               Basic PWBAs                                     1
      814742-576               Digital DTMF Receiver PWBA (FOC)                1
      814571-686               Digital TMF Receiver PWBA                       3
      814572-576               Digital TMF Sender PWBA                         3
      814695-556               Digital DTMF Sender PWBA                        3
      814643-596               Digital DTMF Receiver PWBA                     17
      207600-160               Front Door Mounting                             1
      207600-471               Rear Door Mounting                              1
      207600-158               Right Door                                      2
      207600-159               Left Door                                       2

                               CMF

      814095-616               Service Group Diag. PWBA                        1
      822003-596               1024 Port TSI PWBA                              4
      822002-526               TSI/PGH Interface PWBA                          4
      207800-482               TSI/PGHGP Cable                                 4
      822005-546               TPP 0 PWBA                                      2
      822006-576               TPP 1 PWBA                                      2
      822017-566               TPP 2 PWBA                                      2
      822068-811               Diag. Grading Panel CCS-02                      1


</TABLE>


           881113NY/1: 07/01196                                      -3-

<PAGE>

Stromberg-Carlson
Installation Site: New York, NY
<TABLE>
<CAPTION>

PART NUMBER                    DESCRIPTION                                    QTY
-----------                    -----------                                    ---
<S>                            <C>
                               Switching Equipment

                               ITEM 01

                               PRT

 817576-938                    Circuit Breaker                                 4

                               Miscellaneous

4-24419-0290                   DSX Panel, ADC DSX-DR 19                        2
PJ716                          Bantem Patch Cord                               8
DOC-ADD                        Additions Documentation                         1


</TABLE>


            881113NY/1: 07/01/96                                     -4-





<PAGE>


<TABLE>

                          ACTION TELCOM EQUIPMENT LIST
-------------------------------------------------------------------------------------------------------------
        >>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
------------------------------------------------------------------------------------------------------------
CUSTOMER: Athena         PROJECT CODE   -
BUSINESS OFFICE ADDRESS:

BUSINESS OFFICE PHONE#: VOICE: ( )          FAX: (    )

SITE LOCATION:
SITE ADDRESS:
SITE PHONE VOICE: (   )              FAX: (  )                 NAMS: (  )

SWITCH TECH:
SYSTEM NAME:
PURCHASE DATE:                              STARTUP DATE:                         WARRANTY END DATE:
PRIMARTY SYSTEM EQUIPMENT:                      Name:                             Password:
<CAPTION>

           Make                     Model#           Serial#       I/O    IRQ    ADDR     STK
           ----                     ------           -------       ---    ---    ----     ---
<S>        <C>                      <C>              <C>           <C>    <C>    <C>      <C>
KB         ACER                     6311-K         K6366280752P
MON        ACER                     7134-T         M3TP61113253
HDC        Adaptec-Built-in         AIC7870P       719411
HD         IBM                      DHFS           M1A63-B9466     ID=3  (4-GB)
HD         IBM                      DHFS           EC486509        ID=0  (4-GB)
HD         IBM                      DHFS           B81929          ID=1  (4-GE)
FD         Mitsumi   (1.44)         D359T5         3170675
FD         Panasonic (1.2)          JU-475-5       00197599
TD         Tandberg                 TDC-42222      42205208                      ID=2
SL1        Digi Host-Ad.            (1P)77000218   095251179
SL1        Digi Conc.               (1P)70000666   09525179
X25        SWG                      SGX            10870           300     15    D0000
X25        SWG                      SGX-Daughter   N/A
PRN        Epson                    LP-870         40Ul133226               7     3bc-3be
MET        RACAL PCI                Interlan T2    207011BEAFC             14 PCI Slot 1
SER        ACER                     Built-in       Com 1/Com-2             4/3 3f8/2f8
CD         NEC                      CDR222         5X012024212
DIA        AVAS                     D/21D          CG209544                 5   D2000
P/S        DELTADPS350EB            Y2622003618

I/P ADDRESS=
MEMORY=
SPEED=
</TABLE>


<PAGE>
<TABLE>

   SOFTWARE: Primary

<CAPTION>
 -------------------------------------------------------------------------------
   Key       Make          Serial #                       Activation-Key#
 -------------------------------------------------------------------------------
<S>         <C>           <C>                         <C>

        SCO UNIX sysV    _2DC030716                   ollnxecm
        FoxPro-V2.6         N/A
NAMS    ATC NAMS II         N/A
TERM    Century:         CSU150754U3                  fencabnn     .
NETCOM II version 4.5.3a  net25828                    Tc08a150e
NOTES:


-------------------------------------------------------------------------------
        >>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
-------------------------------------------------------------------------------

CUSTOMER: Athena

SITE LOCATION: Denver

     SYSTEM NAME:

  SECONDARY SYSTEM EQUIPMENT: Name:         Password
</TABLE>
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
 Key   Make    Model #     Serial #      I/O        IRQ        ADDR         STX
--------------------------------------------------------------------------------
<S>    <C>     <C>        <C>            <C>        <C>        <C>          <C>
  PC   ACER    F520HB     1900022536
  KB   ACER    6311-K     K6366200166-P
  MON  ACER    7134T      M3TP62407942
  VC           ET4W32-5   0167237
  HDC  Adaptec (On-Board) AIC-7870P 719411
  HD   IBM                DORS-32160   11S46H6072ZIMOOO2T6484    id=O
  FD   Mitsumi  (1.44)    D359T5       2974189
  FD  Panasonic (1 2)     JU-475-5     00026718
  CD  Sony                CDU-76S      5032202                   id=2
  TD  Tandberg 2.5GB      TDC 4220     42205084
  X25 SWG                 SGX          108880
  NET RACAL               Interlan PCI-T2 0207011C0368
  SER ACER (Built-in)
  Power Supply            DPS-200BP-8    S46150422818
  I/P ADDRESS
  MEMORY=

  SOFTWARE: Secondary
</TABLE>

<TABLE>
<CAPTION>
 -------------------------------------------------------------------------------
   Key       Make          Serial #                       Activation-Key#
 -------------------------------------------------------------------------------
<S>    <C>                <C>                            <C>
 OS    SCO UNIX sysV      _2DG004883                      _ivdjvdej
 NAMS  ATC NAMS II
 PC    ACER F520HB        1900022536
</TABLE>

<PAGE>




<TABLE>
<CAPTION>                                                                       .
 -------------------------------------------------------------------------------.
   Key       Make          Serial #                       Activation-Key#       K
 -------------------------------------------------------------------------------.
<S>          <C>           <C>                            <C>
   DSU       DDC           VRT-1                         (Stat-Mux)
   DSU       DDC           VRT-1                         (Stat-Mux)

   DSU       DDC           VRT-1                         (X.25 Link)
   DSU       DDC           VRT-1                         (X.25 Link)

Modem Multitec             MT2834ZDX    (Primary) 4425003
Modem Multitec             MT2834ZDX    (Secondary) 4425001
</TABLE>


     LOG: ATHENA Primary & Secondary

-96               Unpack and set up equipment.  Perform  operational checks.
-18-96            isassemble  equipment  as  necessary to obtain and log serial
numbers from individual  boards and  components.  Gather and log software serial
numbers  and  activation  keys.  Configure  and  install  AVAS,  X25  boards and
reassemble  equipment.   Performed  operational  checks.  JR  -19-96  Secondary:
Verified OS version.  Performed  SCRATCH  and BCHECK RC  modifications.  Checked
serial and parallel  ports.  Removed and  reinstalled  tape  device.  Configured
printer.  Made Root & Boot and tape  backup  Tuned  shell and  relinked  kernel.
Installed  software  drivers for SGX and Dialogic  boards,  Loaded Where and CLS
programs.  Installed TERM and NAMS. KP Also modified gettdefs and changed IRQ on
Racal network card to 14 and made ALAD driver and Boot  disk,EISA  Configuration
Utility disk.


<PAGE>



Installation Site: New York, NY
                                      ITEM 01
<TABLE>
<CAPTION>

PART NUMBER              DESCRIPTION                           QTY
-----------              ------------                          ---
<S>                      <C>                                   <C>
                         Switching Equipment

                         Line Trunk Frame (LTF)
                         ----------------------
 OCCSLTFFRM              Line Trunk Frame                        1
 814742-566              Diagnostic Test Gen/Monitor             1
 LTFDOORS                LTF Doors, Front & Rear                 1
 LINGRPCUA               Line Group CUA (LTF)                    1
 SLTFUTSCUA              Trk/Svc Ckt CUA Grp                     1
 SLTFUSCUA               Svc Ckt CUA Grp                         6
 814571-706              Digital TMF Rcv. (2/PWBA)              33
 814572-576              Digital Sender (TMF/SATT)               9
 814695-556              Digital DTMF Sender                     9
 814643-596              Digital DTMF Receiver                  36
 814742-576              FOC) Digital DTMF Receiver              6
 814574-936              2-Wire E&M Trunk PWBA                   2
 814574-932              Loop Trunk, Reverse Batt PWBA           1

                         Digital Trunk Frame (DTF)
                         -------------------------

 OCCSDTFFRM              Digital Trunk Frame                     2
 DTFDOORS                DTF Doors, Front & Rear                 2
 SDSIHSTCUA              DS1 Host Ckt CUA                       12
 817560-626A             TL Interface PWBA                      96
 817577-917A             Blower Assembly w/fan Alarm             2

</TABLE>

                                       -1-


<PAGE>



Installation Site: New York, NY

<TABLE>
<CAPTION>

PART NUMBER              DESCRIPTION                           QTY
-----------              ------------                          ---
<S>                      <C>                                   <C>
                         Switching Equipment

                         Control & Maintenance Frame (CMF)
                         ---------------------------------

 SCMFOCC                 Control & Maint Frame                  1
 CMFDOORS                CMF Doors, Front & Rear                1
 822068-819              DLI Transfer                           1
 814635-086              PWBA Ring (Nti)                        1
 814721-666              Serial Line Unit PWBA                  1
 822010-676              Disk Drive Assy                        2
 822010-656              Tape Drive                             1
 817702-556              Traffic Measurement/Rec                1
 817620-556              MSA PWBA                               1
 814727-626              J2 Maintenance Processor               1
 822010-606              Power & Alarm PWBA                     1
817680-606A              BMUX PWBA                              1
822222-606A              DLI-II                                 1
TSIPWB17                 TSI PWBA                               8
822702-536A              PXAM II - 4MB                          2
822727-696A              J-Processor (SMB)                      2
814770-656               PXA Memory PWBA 1/Mbyte                1
TPPOPWB17                TPP PWBA (Sectors 0)                   1
OCCSNCS                  Sync Network Clock (Slave)             1
822718-596               Feature Processor (PWBA)               2
814095-626               Service Group Diag. PWBA               1
OCCTAPE                  Tape Control PWBAs                     1
814722-216A              RS232 Interface Module                 7

</TABLE>

                                     -2-
<PAGE>



Installation Site: New York, NY
                                                   ITEM O1

<TABLE>
<CAPTION>

PART NUMBER              DESCRIPTION                           QTY
-----------              ------------                          ---
<S>                      <C>                                   <C>
                         Switching Equipment

814629-904               Ringing Generator (20 Hz)              1
817576-934               200VA DC/AC Non-Redund. Invtr          1
814215-820               Cook 4 Chan Announcer (NT5M)           1
203352-681               4 Channel Announcer                    1

                         Automatic Message Accounting
                         ----------------------------

SAMAFRM                  AMA Frame                              1
AMADOORS                 AMA Doors Rear                         2
814421-909               Cook 1600 BPI Strapping                2


                          Miscellaneous
                          --------------
4-24419-0290              DSX Pnl-ADC DSX-DR 19 w/cord          4
PJ716                     Bantam Patch Cord                    16
2200B                     Channel Access Unit                   1
202975-592                7' x 19" Relay Rack                   1
207800-284                Installation Material                 1
200110-119                Fuse 1 1/3 amp                       20
200110-129                Fuse 3 amp                           10
200110-429                Fuse 10 amp                           5
200110-139                Fuse 5 amp                           10

</TABLE>
                                       -3-

<PAGE>



Installation Site: New York, NY

                                                                         ITEM 01

<TABLE>
<CAPTION>

PART NUMBER              DESCRIPTION                           QTY
-----------              ------------                          ---
<S>                      <C>                                   <C>
                         Switching Equipment


                         Miscellaneous (Cont.)
                         ---------------------
SD0000                   Std System Documentation                1
D0001                    Specifications, Paper                   2
D0002                    Site Drawings, Paper                    2
203352-600               Hendry Filtered Fuse Panel              1
207630-911               Modem Eliminator OCC                    2
207630-901               PKG Assy/Modem Eliminator               4
                         Superstructure & Cabling                1

                         Battery Distribution Frame
                         --------------------------
814053-043A              7ft Battery Discharge Frame             1
207521-733               Shield                                  1

                         Power Equipment
                         ---------------
                         (Separate Item)

                         Distribution Frame Equipment
                         ----------------------------
5065-8                   Term Blocks Newton 8 x 26               4
5054                     Newton Bracks (1 per 2 blks)            2

                         Maintenance & Administration Equipment
                         ---------------------------------------

202958-464               Tape Cartridge                          1
203352-608               Arrow Tape Drive Cleaning Kit           1
203352-677               ADDS Video Terminal                     1
203352-283               Genicom 2120 Keyboard/Printer           1
7271-964                 Box, Teleprinter Paper                  1
</TABLE>


                                                          -4-


<PAGE>



Installation Site: New York, NY

                                       ITEM 01
<TABLE>
<CAPTION>

PART NUMBER              DESCRIPTION                           QTY
-----------              ------------                          ---
<S>                      <C>                                   <C>
                         Switching Equipment
                         Spare Circuit Packs
                         -------------------
 200110-099              Fuse 1/2 Amp                           1
 207630-042              Power Supply Shield                    1
 555020-125              Fuse, 3AG, 3A                          1
 555366-001              Switch, SPST                           1
 814288-526              Tape Diagnostic PWBA                   1
 814291-546              Tape Motion Cont. PWBA                 1
 814298-526              Tape Buffer PWBA                       1
 814439-056              PGC-1 PWBA                             1
 814440-076              PGC-2 PWBA                             1
 814441-056              MUX/DEMUX PWBA                         1
 814462-036A             Power Supply PWBA                      1
 814463-026A             Power Supply PWBA                      1
 814539-026              CMOS Codec Comm. PWBA                  1
 814727-626              J2 Maintenance Processor               1
 817113-086              Power Supply PWBA                      1
 817524-066A             LTC Interconnect PWBA                  1
 817560-626A             TI Interface PWBA                      1
 817561-526              T1 I/F Control 1 PWBA                  1
 817562-566              T1 I/F Control 2 PWBA                  1
 817564-026A             Power Supply PWBA                      1
 817581-026              DS1 Terminator PWBA                    1
 817702-556A             TMIRS Processor                        1
 822010-656              Tape Drive                             1
 822010-666              Tape Drive PWBA                        1
 822015-536              Clock Generator (SNC) PWBA             1
822024-036A              Power Monitor PWBA                     1
822033-596A              MCG - II PWBA                          1
822034-536A              Master Clock Dist. PWBA                1
822289-566A              TBI II PWBA                            1
</TABLE>
                        -5-


<PAGE>


Installation Site: New York, NY
                                                 ITEM 01


<TABLE>
<CAPTION>

PART NUMBER              DESCRIPTION                           QTY
-----------              ------------                          ---
<S>                      <C>                                   <C>
                         Switching Equipment

                         Spare - Circuit Packs (Cont.)
 822723-556A             Data Link III PWBA                     1
 822726-526A             HD MSA/SL PWBA                         1
 822010-606A             MSDA Pwr & Alarm                       1
  822010-636             Disk Drive Assy                        1
 822222-606A             DLI-II                                 1

                         Software Features
                         -----------------
 999948                  OCC Basic Features Package             1
 011219                  Trunks Automatic Routine               1
                         Testing
 011289                  Out of Svc Limit for Server            1
                         Grp. Eq.
 012970                  Glare Guard                            1
 018000                  Paginated Print-out                    1
 026609                  Route Treatment Expansion              1
 053140                  Alarm Repeat Notification              1
 053150                  Alarm LSSGR Compliant                  1
 053770                  Alarm Spurt Alarm During               1
                         Transfer
 056519                  Automatic Switch-Over                  1
 146339                  TMRS LSSGR Format                      1
 146429                  TMRS Additional Matrix                 1
                         Elements
 146439                  TMRS Additional Cell Grouping          1
                         Registers
 146449                  TMRS Separations Summary               1
                         Reporting
 146459                  TMRS Expanded Separations              1
                         Reporting
</TABLE>

                                       -6-


<PAGE>

         Installation Site: New York, NY
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
 ITEM 02           SS7 HARDWARE & SOFTWARE                     QTY
--------------------------------------------------------------------------------
<S>               <C>                                          <C>
822057-526        Signalling System Controller                  2
822055-536        Communication Link Controller                 2
814742-586        Continuity Test PWBA                          3
003009/           SS-7 Software                                 1
003019
003069            Link Pair Software                            2
826210            SS7 Optional Backward Call                    1
                  Indication
826220            SS7 Circuit Identification                    1

                  (This Item is included in Item 01)

 ITEM 02A         SS7 SPARES
--------------------------------------------------------------------------------
822057-526        Signalling System Controller                  1
822055-536        Communication Link Controller                 1

                  (This Item is included in Item 01)

 ITEM 03          NAMS II
--------------------------------------------------------------------------------
NAMS II           Used NAMS II from ISI Site

 ITEM 03A         "A" LINKS
--------------------------------------------------------------------------------
003069            "A" Links                                     1
                  (maximum additional available
                   is 11)

ITEM 04           "A" LINK CONSOLIDATION FEATURE
--------------------------------------------------------------------------------
003029            "A" Link Consolidation                        1

</TABLE>
                       - 20 -


<PAGE>

<TABLE>
<S>           <C>                <C>           <C>           <C>                   <C>

SIEMENS
FAX TRANSMISSION

TO:                               LOCATION:
    CHARLIE SANTINI                            DENVER

FROM:                             LOCATION:
    DOUG MCNNISI                               LAKE MARY

    DATE:                         NO. OF PAGES                PHONE:                FAX:
    7-7-98                                 COVER+5                 407-942-5115          4407-942-5194
    SUBJECT:
      NEW YORK FLOORPLAN
      SPECIAL INSTRUCTIONS:---------------------------------


Siemens Telecom Networks       400 Rinehart Road      Lake Mary, Florida 32746     (407} 942-5000
   280-001 (10/97)

</TABLE>

<PAGE>




                          {GRAPHICS OMITTED}




<PAGE>





                          {GRAPHICS OMITTED}

<PAGE>





                          {GRAPHICS OMITTED}

<PAGE>





                          {GRAPHICS OMITTED}

<PAGE>





                          {GRAPHICS OMITTED}


<PAGE>


 CONFIDENTIAL
 04/27/98

 <TABLE>
 Telecommunications Finance Group                     (Created 04/27/98)
 <S>             <C>                                     <C>                    <C>
 Company:        Telecommunications Finance              Contract Number:       CSAI-3TXPRA
 Group

 CEO Name:                                               Buy/Sell Type:         LE (Lease Equipment)
 Address:        400 Rinehart Rd.                        City:                  Lake Mary
 State:          FL                                      Zip:                   32746
 Phone:          407 942 5781                            Fax:
 Web:

 CREDIT INFORMATION                                      NOT APPLICABLE
 Credit Info 1:                                          Bank Info 1:
 Credit Info 2:                                          Bank Info 2:
 Credit Info 3:                                          Tax Exempt:


 BILL CONTACT INFO
 Name:                                                   Cust Account #
 Phone:                                                  Fax:
 Cel:                                                    Email:
 </TABLE>

 <TABLE>
 <S>                 <C>                       <C>                     <C>

 PRODUCTS            RATE/COST                 FORMAT                  TYPE

 Debit                                       Hard Copy
 Travel                                                  CDR
 Resold 800
 Dedicated
 1 Plus
 Lease
 Maintenance
 Network

 ATHENA INTERNATIONAL L.L.C.

 </TABLE>

 <PAGE>

 CONFIDENTIAL 04/27/98

 <TABLE>
 <S>                                                       <C>
 BUY/SELL CONTACT INFO                                     NOT APPLICABLE
 Name:                                                     Title:                                          '
 Phone:                                                    Fax:
 Pager:                                                    Cel:
 Email:

 PROVISION CONTACT INFO                                    NOT APPLICABLE
 Name:                                                     Title:
 Phone:                                                    Fax:
 Pager:                                                    Cel:
 Email:                                                    Tech Trouble Report #:

 PROVISION INFO
 Prov#:                                 Cost Of Loop:                        Cost Of Haul:
 Prov Rec Date:                         Cont.Trm Of Loop:                    Cont. Trm Of Haul:
 Customer:                              Start Date:                          Start Date:
 Vendor:                                Disc Date:                           Disc Date:
 # Of DS1:                              Install Date:                        Inactive Date:
 # Of DS3:                              Tested By:                           Date Tested


 MATERIALS       Sent By             Date Sent       Status         Approved By         DT. Approved

Rate Plan:
Credit Information
Traffic Forecast
Operations
Contract Athena

 Contract Sec. Party

 CONTRACT INFO

 Contract Term:                                              Contract Service Type:
 Contract End Date:                                          Contract Auto Renewal:

 NOTES:

 ATHENA INTERNATIONAL L.L.C.

 </TABLE>


<PAGE>



     STANDARD FORM UNIFORM COMMERCIAL CODE JULIUS BLUMBERG, INC. NYC, 10013
    STATEMENTS OF CONTINUATION PARTIAL RELEASE, ASSIGNMENT, ETC. - FORM UCC-3
<TABLE>

INSTRUCTIONS

                  1. PLEASE TYPE. This Form. Fold only along perforation for sending.
                  2.
                  3.
                  4.
<S>                                                                                                   <C>

This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code:   3. Maturity date (if any):

1. Debtor(s} (Last Name First) and address(es)    2. Secured Party(ies) and address(es)     For filing Officer (Date, Time and
                                                                                                                    Filing Office)
   ATHENA INTERNATIONAL, LTD.                        TELECOMMUNICATIONS FINANCE GROUP
   LIABILITY COMPANY                                 400 RINEHART RD.
   701 POYDRAS ST., 675 ONE SHELL SQ.                LAKE MARY, FL      32746
   NEW ORLEANS, LA        70139                      FEIN 13-3591133
   FEIN 72-1280590

4. This statement refers to original  Financing Statement  File No.    942086285

    Filed with STATE OF COLORADO                DATE FILED.............11/21/94

5.Continuation.  The original financing statement between the foregoing Debtor and Secured Party, bearing file number shown above,
                 is still effective.

6.Termination.   Secured party no Longer claims a security interest under the financing statement bearing file number shown above.

7.Assignment.    The secured party's right under the financing statement bearing file number shown above to the properly described
                 in item 10 have been assigned to the assignee whose name and address appears in item 10.

8.Amendment.     Financing Statement bearing file number shown above as amended as set forth in item 10.

9.Release.       Secured Party releases the collateral described in Item 10 from the financing statement beorin9 file number shown
                 above.

10.
     SEE EXHIBIT A TO FORM UCC-3 HERETO ATTACHED LISTING ADDITIONAL EQUIPMENT TO BE INCLUDED
     UNDER THIS FINANCING STATEMENT. (ADD X - DENVER, CO)
                                                                                             No. of additional Sheets presented:

    ATHENA     INTERNATIONAL, LTD.         LIABILITY COMPANY                  TELECOMMUNICATIONS FINANCE GROUP

      By:                                                              By:
        -----------------------------                                    ------------------------------------------------
          Signature(s) of Debtor(s) (necessary only if Item 8 is applicable).                    Signature(s) at Secured Party(ies)
                                                  STANDARD FORM - FORM UCC-3
      (1) Filing Officer Copy - Alphabetical

                                                                                             (degree)
</TABLE>



<PAGE>



                              EXHIBIT A TO FORM UCC
                                   EQUIPMENT :

     The  items  of  personal  property  to be  leased  pursuant  to this  Lease
Agreement,  dated as of July 25, 1994, between Telecommunications Finance Group,
as Lessor, and Athena International Ltd. Liability Co. dba Athena International,
LLC, as Lessee, are described below and in the attached equipment list(s):

EQUIPMENT                                              QUANTITY
---------                                              --------
SEE ATTACHED EQUIPMENT LIST
#TFG-98018 DATED 02/27/98 (ADDITION X)                  1 LOT

The above described equipment installed at:

910 15th Street, Suite 667, Denver, Colorado 80202-2928


<PAGE>

EQUIPMENT LIST #TFG-98018                               DATED: February 27, 1998

 COMPANY:                   Athena International Ltd. Liability Co.
                             dba Athena International, LLC
 SITE LOCATION: Denver, Colorado
 ADDITION:      X


<TABLE>
<CAPTION>
 PART NO./DESCRIPTION                                      QUANTITY         AMOUNT
 --------------------                                      --------        ------
        STN
        ---
<S>                                                        <C>            <C>
RESTRUCTURE CHARGES                                                       $ 44,193.11

        THIRD PARTY VENDOR - TELESELECT
        -------------------------------
VTS-60 MODEL NUMBER: 300-Y-ITS INCLUDING:                  1 LOT           176,000.00
                                                                           ----------
TSG VTS TERMINATION SOFTWARE PACKAGE,
S/N VS97R0 l-R02                                            2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011                  2
DIALOGIC DTI300SC COM BDS, S/N CZ034563,
CZ021715                                                    2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439                                                    6
DATAKINETICS PCCS6 SS7 BD, S/N 01170                        1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278                                            6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166              12
RAD KVF,5-T1S VOICE/FAX, S/N 7428554-57,
559-563, 7414236-237,231,245,7411674-76)                   16
RAD DXC HIGH SPEED FO BOARDS, S/N 735504-
510, 512, 497, 7290936-938                                 12
RAD DKC T1/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574                                             2
19" RACK S/N 978721                                         1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355                                                  2
RAD MBE ETHERNET BRIDGE, S/N 7455186 &.
7430875                                                     2
CSU/DSU, S/N 9711010-011                                    2

                                                      TOTAL                     $220,193.11
                                                      =====                     ===========
</TABLE>

<PAGE>
                                             Commencement Date: December 2, 1997

     THIS  CERTIFICATE  OF DELIVERY AND  ACCEPTANCE is executed and delivered to
telecommunications   Finance  Group  ("Lessor")  by  Athena  International  Ltd.
Liability  Co. dba  Athena  International,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  date:  July 25, 1994  between  Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.       The  Equipment  covered  by  this  Certificate  consists  of the  items
         described in Schedule I of Exhibit A of the Lease.

2.       Lessee  confirms that the items of Equipment  covered  hereby have been
         delivered  to it in good  working  order and  condition,  and have been
         inspected and accepted by Lessee as of the Commencement  Date set forth
         above.  Lessee hereby waives any right it may have under Section 2A-517
         of the Uniform  Commercial  Code or otherwise to revoke this acceptance
         for any  reason  whatsoever,  including  but not  limited  to,  (i) any
         assumption  by Lessee  that a  nonconformity  would be cured,  (ii) any
         inducement of acceptance by the Lessors  assurances or any  difficulty,
         to  discover a  nonconformity  before  acceptance,  or (iii) any Lessor
         default under the Lease.  Lessee further hereby waives its rights under
         Sections  2A-401 and 2A-402 of the Uniform  Commercial  Code to suspend
         performance of any of its  obligations  under the Lease with respect to
         the Equipment hereby accepted.

         lessee confirms that such items of Equipment have been installed au 910
         15th Street, Suite 667, Denver, Colorado 80202-2928

4.       The Lessors value of the items Of Equipment covered hereby is set forth
         in the Schedule I of Exhibit A. Lessee  confirms that each  installment
         of rent  payable is as defined by the rental rate  factor per  thousand
         dollars as specified in Section 5 of the Lease.

5.       Lessee hereby:  (a) confirms that the items of Equipment covered hereby
         have been  inspected  by Lessee,  have been  delivered  in good working
         order  and  condition  and  are  of  the  size,  design,  capacity  and
         manufacture  selected  by it and meet the  provisions  of the  purchase
         order(s) with respect thereto:  and (b) irrevocably  accepts said items
         of Equipment "as-is,  where-is" for all purposes of the Lease as of the
         Commencement  Date set forth above and shall pursue remedies to correct
         deficiencies,   if  any,   in  said  items  of   equipment   under  the
         manufacturers warranty, provisions only.

6.       Lessee hereby  confirms:  (i) that no Default or Event of Default is in
         existence as of the  Commencement  Date set forth above,  nor shall any
         Default or Event of Default occur as a result of the lease by Lessee of
         the Equipment specified here-in;  and (ii) that all representations and
         warranties  of  Lessee  contained  in the Lease or in any  document  or
         certificate  furnished  Lessor  in  connection  herewith,  are true and
         correct as of the Commencement Date set forth above with the same force
         and effect as if made on such date.

<PAGE>



7.       Lessee assumes sole responsibility for ensuring that the billing center
         can  correctly  read call  records.  Lessee's  responsibility  includes
         reading daily the automatic message/ticketing  accounting system and/or
         polling  systems  tape(s)  by the  billing  system to ensure all ticket
         information  is  present.  Risk  of  loss  for any  revenue  or  profit
         associated  therewith  passes to Lessee upon cutover of any hardware or
         software.

8.       All of the terms,  provisions  and  conditions  of the Lease are hereby
         incorporated  herein  and.  made  a  part  hereof  as  if  such  terms,
         provisions and conditions  were set forth in full in this  Certificate.
         By their execution and delivery of this Certificate, the parties hereto
         reaffirm all of the terms, provisions and conditions of the Lease.

         IN WITNESS  WHEREOF,  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.

Refer S.O.# .ADDITION X/EQUIPMENT        Athena International Ltd. Liability Co.
               .                         dba Athena International, LLC (Lessee)

LIST #TFG-98018                          By: Kevin H. Pollard
                                         ----------------------
                                         President + CEO

                                         ---------------
                                         (Name & Title)

                                  ACCEPTED BY:

                                  TELECONLMUNICATIONS FTNANCE GROUP
                                  AS OF THE -- DAY OF             19

                                  By:

                                 Authorized Representative of
                                 Telecommunications Finance Group


<PAGE>



                             SCHEDULE 1 OF EXHIBIT A

                         [CERTIFICATE OF DELIVERY AND ACCEPTANCE)
                              EQUIPMENT DESCRIPTION

     The  items  of  personal  property  to be  leased  pursuant  to this  Lease
Agreement,  dated as of July 25, 1994 between  Telecommunications Finance Group,
as Lessor, and Athena International Ltd. Liability Co. dba Athena International,
LLC, as Lessee,  are  described  below and in the attached.  equipment  list(s):

<TABLE>
<CAPTION>

Equipment
List Number             Description                                 Amount
-----------             -----------                                 ------
 <S>                    <C>                                      <C>
 DCO-481238             A Siemens Stromberg-Carlson             $314,252.00
                        Digital   Central   Office   Carrier
                        Switch  Equipped  and Wired for 1152
                        Digital Ports (DCO-481238,  Issue I,
                        Dated  05/19/94)  with  a New  Basic
                        Release  12.1 CMF, A Used AMA Frame,
                        SS7   with  800   Portability,   SS7
                        Spares,  One (1) Additional  Pair of
                        "A"  Links,  International  Operator
                        Service,  and  Route  by  ANI on any
                        700/800       Number       Including
                        Installation
 TFG-95029              ADDITION I                               181,250.64
 TFG-96152              ADDITION II                              164,516.10
 TFG-96181              ADDITION III                             264,356.65
 TFG-97189              ADDITION IV                               68,015.31
 TFG-97207              ADDITION V                                63,595.58
 TFG-97216              ADDITION VI                               87,896.85
 TFG-97242              ADDITION VII                              89,193.68
 TFG-97253              ADDITION VIII                             58,013.66
 TFG-97284              ADDITION IX                               93,500.00
 TFG-98018              ADDITION X                               220,193.11
                                  TOTAL                       $1,604,783.58
</TABLE>

The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928

                        ACCEPTED BY:
                        DATE:   MARCH 2, 1998

                                       Dated:           July 25, 1994
                                       Revised:         April 24, 1995
                                       Revised:         July 23, 1996
                                       Revised:         December 2, 1996
                                       Revised:         January 13, 1997
                                       Revised:         February, 25, I997
                                       Revised:         March 25, 1997
                                       Revised:         May 7, 1997
                                       Revised:         June 11, 1997
                                       Revised:         September 3, 1997
                                       Revised:         February 27, 1998




<PAGE>



EQUIPMENT LIST #TFG-98018                            DATED: February 27, 1998

COMPANY:                   Athena International Ltd. Liability Co.
                           dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      X
<TABLE>
<CAPTION>
PART NO./DESCRIPTION                                    QUANTITY                       AMOUNT
--------------------                                    --------                       ------
<S>                                                      <C>                        <C>

      STN
      ---
 RESTRUCTURE CHARGES
                                                                                     $ 44,193.11
         THIRD PARTY VENDOR - TELESELECT
         -------------------------------
  VTS-60 MODEL NUMBER: 300-Y-ITS INCLUDING:              1 LOT                        176,000.00
  TSG VTS TERMINATION SOFTWARE PACKAGE,
  S/N VS97R01-R02                                            2
  ICS WIN/NT COMP SYS, S/N 9711010 & 9711011                 2
  DIALOGIC DTI300SC COM BDS, S/N CZ034563,
  CZ021715                                                   2
  DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
  CZ034439                                                   6
  DATAKINETICS PCCS6 SS7 BD, S/N 01170                       1
  RAD KILOMUX 2000, S/N 7231604-606, 7182322,
  7251281, 7251278                                           6
  RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166             12
  RAD KVF,5-TIS VOICE/FAX, S/N 7428554-57,
  559-563, 7414236-237,231,245,7411674-76)                  16
  RAID DXC HIGH SPEED I/O BOARDS, S/N 735504-
  510, 512, 497, 7290936-938                                12
  RAD DKC T1/E 1 DIGITAL CROSS CONNECT,
  S/N 7440573-574                                            2
  19" RACK S/N 978721                                        1
  UNINTERRUPTIBLE POWER SOURCE (UPS),
  S/N 971355                                                 2
  RAID MBE ETHERNET BRIDGE, S/N 7455186 &.
  7430875                                                    2
  CSU/DSU, S/N 9711010-011                                   2

                                                                     TOTAL           $220,193.11
                                                                     =====           ===========
</TABLE>

<PAGE>



           Athena International Ltd. Liability Co.
                dba Athena International, LLC

                   SITE: Denver, Colorado

                                 LEASE PAYMENTS,
             ADDENDUM TO LEASE AGREEMENT DATED JULY 25, 1994 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
               ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA
                               INTERNATIONAL, LLC
<TABLE>
<S>                                                                         <C>                       <C>

EFFECTIVE FEBRUARY I, 1905 (60 MONTHLY LEASE PAYMENTS}
      ORIGINAL VALUE OF EQUIPMENT                                           $314,252.00
      RATE FACTOR PER $1,000                                                $21.993
         ORIGINAL MONTHLY LEASE PAYMENT                                                                $ 6,911.34

EFFECTIVE JUNE 1, 1995 (56 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION I                                                            $181,250.64
      RATE FACTOR PER $ 1,000                                               $23.408
      ADDITION I MONTHLY LEASE PAYMENT                                      $ 4242.71
         TOTAL MONTHLY LEASE PAYMENT                                                                   $11,154.05

EFFECTIVE SEFTEMBER l, 1996 (41 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION II                                                           5164.516.10
      RATE FACTOR PER $ 1,000                                               $29.610
      ADDITION II MONTHLY LEASE PAYMENT                                     $ 4,871.32
         TOTAL MONTHLY LEASE PAYMENT                                                                   $16,025.37

EFFECTIVE JANUARY 1, 1997 137 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION III                                                          $264,356.65
      RATE FACTOR PER $1,000                                                $32.229
      ADDITION III MONTHLY LEASE PAYMENT                                    $ 8,519.95
         TOTAL MONTHLY LEASE PAYMENT                                                                   $24,545.32

EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION IV                                                           $ 68,015.31
      RATE FACTOR PER $ 1,000                                               $32.976
      ADDITION IV MONTHLY LEASE PAYMENT                                     $ 2,242.87
         TOTAL MONTHLY LEASE PAYMENT                                                                   $26,788.19

EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION V                                                            $ 63,595.58
      RATE FACTOR PER $ 1.000                                               $34.603
      ADDITION V MONTHLY LEASE PAYNIENT                                     $ 2,200.60
         TOTAL MONTHLY LEASE PAYMENT                                                                   $28,988.79

EFFECTIVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING}
      ADDITION VI                                                           $ 87,896.85
      RATE FACTOR PER $1,000                                                $35.020
      ADDITION VI MONTHLY LEASE PAYMENT                                     $ 3,078.15
         TOTAL MONTHLY LEASE PAYMENT                                                                   $32,066.94

</TABLE>




<PAGE>



           Athena International Ltd. Liability Co.
                dba Athena International, LLC

                   SITE: Denver, Colorado

                 LEASE PAYMENTS (CONTINUED)
<TABLE>
<S>                                                                         <C>                        <C>
EFFECTIVE JUNE 1, 1997 (32 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION VII                                                          $ 89,193.68
      RATE FACTOR PER $1,000                                                $35.965
      ADDITION VII MONTHLY LEASE PAYMENT                                     $ 3,207.85
         TOTAL MONTHLY LEASE PAYMENT                                                                   $35,274.79

EFFECTIVE JULY 1 1997 (31 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION VIII                                                         $ 58,013.66
      RATE FACTOR PER $1,000                                                $36.971
      ADDITION VIII MONTHLY LEASE PAYMENT                                   $  2,144.82
         TOTAL MONTHLY LEASE PAYMENT                                                                   $37,419.61

EFFECTIVE OCTOBER I., 1997 (28 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION IX                                                           $ 93,500.00
      RATE FACTOR PER $ 1,000                                               $40.423
      ADDITION IX MONTHLY LEASE PAYMENT                                     $ 3,779.55
         TOTAL MONTHLY LEASE PAYMENT                                                                   $41,199.16

EFFECTIVE  DECEMBER 2, 1997,  THE LEASE TERM IS  EXTENDED  FROM 60 TO 74 MONTHS.
EFFECTIVE JANUARY 1, 1998 (39 MONTHLY LEASE PAYMENTS REMAINING)
      ADDITION X                                                            $220,193.11
      LEASE PAYMENTS ARE AS FOLLOWS:
      01/01/98-03/01/98               $ -O-
      04/01/98-03/01/2001             $37,258.01

TOTAL VALUE OF EQUIPMENT                                                     $1.604.783.58

SUMMARY OF TOTAL LEASE PAYMENTS:
 4 @ $ 6,911.34 = $ 27,645.36
15 @ $11,154.05 = $167,310.75
 4 @ $16,025.37 = $ 64,101.48
 1 @ $24,545.32 = $ 24,545.32
 2 @ $26,788.19 = $ 53,576.38
 1 @ $28,988.79 = $ 28,988.79
 1 @ $32,066.94 = $ 32,066.94
 1 @ $35,274.79 = $ 35,274.79
 3 @ $37,419.61 = $112,258.83
 3 @ $41,199.16 = $123,597.48
 3 @ $ -0-      = $    -0-
36 @ $37,258.01 = $1,341,288.36
60                $2,010,654.48

</TABLE>
                                             ACCEPTED BY:
                                             DATE:  MARCH 1998



<PAGE>



      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
                          SITE: LOS ANGELES, CALIFORNIA

                                 LEASE PAYMENTS

           ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND

      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
<TABLE>
<S>                                                                         <C>                        <C>

EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
         ORIGINAL VALUE OF EQUIPMENT                                        $370,908.98
         RATE FACTOR PER $1,000                                             $21.993
                  ORIGINAL MONTHLY LEASE PAYMENT                                                       $8,157.40

EFFECTIVE JULY 1, 1997 (59 MONTHLY LEASE PAYMENTS REMAINING)
             ADDITION I                                                     $298,421.49
             RATE FACTOR PER $1,000                                         $21.771
             ADDITION I MONTHLY LEASE PAYMENT                               $ 6,496.93
                  TOTAL MONTHLY LEASE PAYMENT                                                          $14,654.33

EFFECTIVE OCTOBER l, 1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
             ADDITION II                                                    $185,473.75
             RATE FACTOR PER $ 1,000                                        $22.664
             ADDITION II MONTHLY LEASE PAYMENT                              $ 4203.58
                  TOTAL MONTHLY LEASE PAYMENT                                                          $18,857.91

EFFECTIVE  DECEMBER 2, 1997.  THE LEASE TERM IS  EXTENDED  FROM.60 TO 63 MONTHS.
EFFECTIVE JANUARY 1, 1998 (56 MONTHLY LEASE PAYMENTS  REMAINING)
             ADDITION III                                                   $22,777.76
             LEASE PAYMENTS ARE AS FOLLOWS:
             01/01/98-03/01/98   $   -0-
             04/01/98-08/01/2002 $ 19,401.61

TOTAL VALUE OF EQUIPMENT                                                    $877.581.98

SUMMARY OF TOTAL LEASE PAYMENTS:
 1 @ $ 8,157.40 = $ 8,157.40
 3 @ $14,654.33 = $ 43,962.99
 3  @ $18,857.91 = $ 56,573.73
 3 @ $ -0-      = $ -0-
53 @ $19,401.61 =$1,028,285.33
63               $1,136,979.45

</TABLE>





TFGLA206-6.WPT


<PAGE>



          AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND

      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
               FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA

Effective  December 2, 1997, the following  sections of said Lease Agreement are
amended as follows:

1.       Section 3:

         The term of the lease changed from sixty.  (60) months to sixty,  three
         (63) months.

2.       Section 5(a):

         The  number  of  consecutive  monthly  installments  of  rent  for  the
         Equipment is changed from sixty (60) months to sixty-three (63) months.

TELECOMMUNICATIONS FINANCE GROUP     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                                     DBA ATHENA INTERNATIONAL, LLC

BY:                                  BY: KEVIN H POLLARD
--------------------------------     ---------------------------------------
                                                President + CEO
--------------------------------     ---------------------------------------
 Authorized Representative                       (Name & Title)



Date Signed:                         Date Signed: March 2, 1998
---------------------------------    ---------------------------------------

<PAGE>



                     ATHENA INTERNATIONAL LTD. LIABILITY C0.
                          DBA ATHENA INTERNATIONAL, LLC
                            SITE: NEW YORK, NEW YORK

                                 LEASE PAYMENTS
             ADDENDUM TO LEASE AGRBEMENT DATED June 25. 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
<TABLE>
<S>                                                                             <C>                         <C>
EFFECTIVE DECEMBER I, 1996 (60 MONTHLY LEASE PAYMENTS)
           ORIGINAL VALUE OF EQUIPMENT                                          $451,430.34
           RATE FACTOR PER $1.000                                               $21.993
                  ORIGINAL MONTHLY LEASE PAYMENT                                                            $9,928.31

EFFECTIVE MARCH 1, 1997 (57 MONTHLY LEASE PAYMENTS REMAINING)
           ADDITION I                                                           $215,530.65
           RATE FACTOR PER $ 1,000                                              $22.851
           ADDITION I MONTHLY LEASE PAYNIENT                                    $ 4,925.09
                  TOTAL MONTHLY LEASE PAYMENT                                                              $ 14,853.40

EFFICTIVE MAY I, 1997 (55 MONTHLY LEASE PAYMENTS REMAINING)
         ADDITION II                                                            $142,820.71
         RATE FACTOR PER $1,000                                                 $22.984
         ADDITION II MONTHLY LEASE PAYMENT                                      $ 3,282.59
                  TOTAL MONTHLY LEASE PAYMENT                                                               $18,135.99

EFFECTIVE SEPTEMBER 1, 1997 (51 MONTHLY LEASE PAYMENTS REMAINING)
           ADDITION III                                                         $ 55,000.00
           RATE FACTOR PER $ 1,000                                              $24.391
           ADDITION III MONTHLY LEASE PAYMENT                                   $ 1,341.51
                  TOTAL MONTHLY LEASE PAYMENT                                                               $19,477.50

EFFECTIVE NOVEMBER 1, 1997 (49 MONTHLY LEASE PAYMENTS REMAINING)
           ADDITION IV                                                          $ 67,656.00
           RATE FACTOR PER $ 1.000                                              $25.183
           ADDITION IV MONTHLY LEASE PAYMENT                                    $ 1,703.78
                  TOTAL MONTHLY LEASE PAYMENT                                                                    $21,181.28

</TABLE>





TFGLA206-6.WPT


<PAGE>



                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC

                            SITE: NEW YORK, NEW YORK

                           LEASE PAYMENTS (CONTINUED)

<TABLE>
<S>                                                                             <C>

EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.

EFFECTIVE JANUARY 1, 1998 (50 MONTHLY, LEASE PAYMENTS REMAINING)
         ADDITION V                                                              $ 23,909.20
         LEASE PAYMENTS ARE AS FOLLOWS
         01/01/98-03/01/98                 $0
         04/01/98-02/01/2002              $21,811.99

TOTAL VALUE OF EQUIPMENT                                                        $956,346.90

SUMMARY OF TOTAL LEASE PAYMENTS:
 3 @ $ 9,928.31 = $29,784.93
 2 @ $14,853.40 = $29,706.80
 4 @ $18,135.99 = $72,543.96
 2 @ $19,477.50 = $38,955.00
 2 @ $21,181.28 = $42,362.56
 3@$ -0-  =$ -0-
47 @ $21,811.99 = $1,025,163.53
63                $1,238,516.78
</TABLE>

                                           ACCEPTED BY:
                                           DATE:    March 2, 1998






TFGLA206-7.WPT


<PAGE>



            AMMENDMENT TO LEASE AGREEMENT DATED June 25, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL. LLC
                  FOR EQUIPMENT INSTALLED IN NEW YORK, NEW YORK

         Effective  December  2,  1997,  the  following  sections  of said Lease
         Agreement are amended as follows:

1.       Section 3:

         The term of the lease  changed  from sixty (60)  months to  sixty-three
         (63) months.

2.       Section 5(a):

         The  number  of  consecutive  monthly  installments  of  rent  for  the
         Equipment  is changed  from  sixty.  (60)  months to sixty,  three (63)
         months.

TELECOMMUNICATIONS FINANCE GROUP     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                                     DBA ATHENA INTERNATIONAL, LLC

BY:                                  BY: KEVIN H POLLARO
--------------------------------     ---------------------------------------
                                                President + CEO
--------------------------------     ---------------------------------------
 Authorized Representative                       (Name & Title)



Date Signed:                         Date Signed: March 2, 1998
---------------------------------    ---------------------------------------


TFGLA206-2.WPT


<PAGE>



         I, Craig  Berne do hereby  certify  that I am the  Secretary  of ATHENA
INTERNATIONAL  LTD.  LIABILITY  CO,  DBA  ATHENA  INTERNATIONAL  LLC,  a Limited
Liability  Company duly  organized  and existing  under the laws of the State of
Louisiana  ("Company)  ");  that I am the keeper of the seal of the  company and
company records, including, without limitation, the Operating Agreement, By-Laws
and the minutes of the meeting of the Managing Members of the Company;  that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the Company, which resolutions were duly adopted and ratified
at a meeting of the Managing  Members of the Company , duly convened and held in
accordance with the By-Laws and Operating Agreement of the Company on the 29 day
of March 1996 which time a quorum was  present  and acted  throughout;  and that
said resolutions have not in any way been modified,  repealed or rescinded,  but
are in full force and effect:

                  "RESOLVED,  that any Managing  Member of the Company be and is
         hereby  authorized  and  empowered  in the name and on  behalf  of this
         Company   to   enter   into   one  or  more   lease   agreements   with
         TELECOMMUNICATIONS   FINANCE  GROUP   ('hereinafter   called  'LESSOR')
         concerning  personal property leased to the Company;  from time to time
         to  modify,  supplement  or amend  any such  agreements;  and to do and
         perform all other acts and things deemed by such Managing  Member to be
         necessary,  convenient or proper to carry out any of the foregoing; and
         be it

                  FURTHER RESOLVED, that all that any Managing Member shall have
         done or may do in the premises is hereby ratified and approved;  and be
         it

                  FURTHER RESOLVED,  that the foregoing resolutions shall remain
         in full force arid effect until  written  notice of their  amendment or
         recission  shall have been  received by LESSOR and that receipt of such
         notice shall not effect any action  taken or loans or advances  made by
         LESSOR  prior  thereto  and  LESSOR  is  authorized  to rely  upon said
         resolutions until receipt by it of written notice of any change; and be
         it

                  FURTHER  RESOLVED,   that  the  Secretary  be  and  is  hereby
         authorized  and  directed  to  certify  to  LESSOR  that the  foregoing
         resolutions and provisions thereof are in conformity with the Operating
         Agreement and By-Laws of this Company."

         I do  further  certify  that the Lease  Agreement  entered  into by the
Company and LESSOR concerning the following items of personal property:

Siemens Stromberg-Carlson Designated Product plus Peripheral Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant  thereto  and  there  are no  restrictions  imposed  by  the  Operating
Agreement  or By-Laws of the Company  restricting  the power or authority of the
Managing  Members of the Company to adopt the foregoing  resolutions or upon the
Company or its Managing Members to act in accordance therewith.

         I do  further  certify  that  the  following  are  names  and  specimen
signatures of Managing  Members of the Company  empowered and  authorized by the
above  resolutions,  each of which has been duly  elected to hold and  currently
holds the office of the Company set opposite his name:

     NAME                             OFFICE                        SIGNATURE
     ----                             ------                        ---------
William Cooper               Vice President - Operations          William Cooper


IN WITNESS  WHEREOF,  I have  hereunto  set my hand and  affixed the seal of the
company this 3rd day of March, 1998


(SEAL)
                            ----------------------------------------------------
                            Assistant-Secretary  of  ATHENA  INTERNATIONAL  LTD.
                            LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC

           TFGLN001


<PAGE>



                     CERTIFICATE OF DELIVERY AND ACCEPTANCE


                                              Commencement Date: December 2,1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
TELECOMMUNICATIONS   FINANCE  GROUP  ("Lessor")  by  ATHENA  INTERNATIONAL  LTD.
LIABILITY  CO. DBA  ATHENA  INTERNATIONAL,  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated June 25.  1996  between  Lessor and
Lessee (the  'Lease'.  the defined  terms  therein  being used herein with their
defined meanings).

1.       The  Equipment  covered  by  this  Certificate  consists  of the  items
         described in Schedule I of Exhibit A of the Lease.

2.       Lessee  confirms that the items of Equipment  covered  hereby have been
         delivered  to it in good  working  order and  condition,  and have been
         inspected and accepted by Lessee as of the Commencement  Date set forth
         above.  Lessee hereby waives any right it may have under Section 2A-517
         of the Uniform  Commercial  Code or otherwise to revoke this acceptance
         for any  reason  whatsoever,  including  but not  limited  to,  (i) any
         assumption  by, Lessee that a  nonconformity  would be cured,  (ii) any
         inducement of acceptance by the Lessor's  assurances or any  difficulty
         to  discover a  nonconformity  before  acceptance,  or (iii) any Lessor
         default under the Lease.  Lessee further hereby waives its rights under
         Sections  2A-401 and 2A-402 of the Uniform  Commercial  Code to suspend
         performances of any of its obligations  under the Lease with respect to
         the Equipment hereby accepted.

3.       Lessee confirms that such items of Equipment have been installed at: 60
         Hudson Street. Suite M16, New York, New York 10013

4.       The  Lessor's  Value of the items of  Equipment  covered  hereby is set
         forth in the  Schedule  I of  Exhibit  A.  Lessee  confirms  that  each
         installment of rent payable is as defined by the rental rate factor per
         thousand dollars as specified in Section 5 of the Lease.

5.       Lessee hereby:  (a) cordons that the items of Equipment  covered hereby
         have been  inspected  by Lessee,  have  been-delivered  in good working
         order  and  condition  and  are  of  the  size.  design,  capacity  and
         manufacture  selected  by, it and meet the  provisions  of the purchase
         orders) with respect thereto: and (b) irrevocably accepts said items of
         Equipment  "as-is,  where-is"  for all  purposes of the Lease as of the
         Commencement  Date set forth above and shall pursue remedies to correct
         deficiencies,   if  any.   in  said  items  of   equipment   under  the
         manufacturers warranty provisions only.

6.       Lessee hereby,  confirms: (i) that no Default or Event of Default is in
         existence as of the  Commencement  Date set forth above,  nor shall any
         Default or Event of Default occur as a result of the lease by Lessee of
         the Equipment specified here-in;  and (ii) that all representations and
         warrants  of  Lessee  contained  in the  Lease  or in any  document  or
         certificate  furnished  Lessor  in  connection  herewith,  are true and
         correct as of the Commencement Date set forth above with the same force
         and effect as if made on suck date.

7.       Lessee  assumes  sole  responsibility,  for  ensuring  that the billing
         center  can  correctly  read  call  records.   Lessee's  responsibility
         includes  reading  daily  the  automatic  message/ticketing  accounting
         system and/or polling  systems  tape(s) by the billing system to ensure
         all ticket  information  is  present.  Risk of loss for any  revenue or
         profit  associated  therewith  passes to  Lessee  upon  cutover  of any
         hardware or software.

8.       All of the terms,  provisions  and  conditions  of the Lease are hereby
         incorporated herein and made a part hereof as if such terms, provisions
         and  conditions  were set forth in full in this  Certificate.  By their
         execution and delivery of this Certificate. the parties hereto reaffirm
         all. of the terms, provisions and conditions of the Lease.

         IN WITNESS  WHEREOF.  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set forth above.


 Refer S.O. #ADDITION V/           ATHENA INTERNATIONAL LTD. LIABILITY CO.
 EQUIPMENT LIST #TFG-98017         DBA ATHENA INTERNATIONAL, LLC

                                   By: Kevin H. Pollard
                                   ------------------------------------------
                                                 President & CEO
                                   ------------------------------------------
                                                  (Name & Title)

                                   Date Signed: March 2, 1998
                                               -------------------------------

                                   ACCEPTED BY:
                                   TELECOMMUNICATIONS FINANCE GROUP
                                   AS OF THE      DAY OF            19,

                                   By:
                                   ------------------------------------------

                                   ------------------------------------------
                                          Authorized Representative

         TFGLA206-3.WPT


                            SCHEDULE 1 OF EXHIBIT, A
                      CERTIFICATE OF DELIVERY AND ACCEPTANCE

                             EQUIPMENT DESCRIPTION

The items of personal property to be leased pursuant to this Lease Agreement,
dated as of June 25, 1996 between TELECOMMUNICATIONS FINANCE GROUP, as Lessor,
and ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC, as
Lessee, are described below and in the attached equipment list(s):

 Equipment List
 Number               Description                                      Amount
 ------               -----------                                      ------
DCO-681098          A USED RELEASE 14 DCO-CS EQUIPPED AND         $448,000.00
                    WIRED FOR 2304 PORTS PER DCO-681093,
                    ISSUE 01, DATED 05/29/96. INCLUDES TOLL-
                    FREE NUMBER EXPANSION AND 4-DIGIT CIC
                    FEATURES INCLUDING INSTALLATION.
                    ENHANCED SS-7 WITH 800 PORTABILITY.
                    INCLUDES SS-7 BACKWARD CALL INDICATION
                    AND CIRCUIT IDENTIFICATION FEATURES.

                    ADDITIONAL INSTALLATION EFFORT                     1,736.00

                    FREIGHT                                            1,694.34
TFG-97199           ADDITION I                                       215,530.65
TFG-97217           ADDITION II                                      142,820.71
TFG-97266           ADDITION III                                      55,000.00
TFG-97293           ADDITION IV                                       67,656.00
TFG-98017           ADDITION V                                        23,909.20
                                                                      ---------
                                                  TOTAL             $956,346.90
                                                                     ==========

The above described equipment installed at:

60 Hudson Street, Suite M16, New York, New York I0013

                                               ACCEPTED BY:__________________
                                               DATE: MARCH 2, 1998
                                                     ________________________

                                               Dated:        June 25, 1996
                                               Revised:      February 6, 1997
                                               Revised:      March 27, 1997
                                               Revised:      July 31, 1997
                                               Revised:      October 13, 1997
                                               Revised:      February, 26, 1998

TFOLa.206.a. WPT


<PAGE>



EQUIPMENT LIST # TFG-98017                             DATED: February 26, 1998


COMPANY:                   ATHENA INTERNATIONAL LTD. LIABILITY CO.
                           ATHENA INTERNATIONAL, LLC
ADDITION:                  V
SITE LOCATION:             NEW YORK, NEW YORK

<TABLE>
<CAPTION>
    PART NO/DESCRIPTION                                                       QUANTITY                    AMOUNT
    -------------------                                                       --------                    ------
<S>                                                                           <C>                         <C>
         STN
         ---

    RESTRUCTURE CHARGES                                                                                 $23,909.20
                                                                                                        ----------
                                                   TOTAL                                                $23,909.20
                                                                                                        ==========
</TABLE>


TFGLA206-5.WPT


<PAGE>



                     CERTIFICATE OF DELIVERY AND ACCEPTANCE

                                             Commencement Date: December 2, 1997

THIS  CERTIFICATE  OF DELIVERY  AND  ACCEPTANCE  is executed  and  delivered  to
TELECOMMUNICATIONS   FINANCE  GROUP  ("Lessor")  by  ATHENA  INTERNATIONAL  LTD.
LIABILITY  CO. DBA  ATHENA  INTERNATIONAL.  LLC  ("Lessee")  pursuant  to and in
accordance  with the Lease  Agreement  dated October 31, 1996 between Lessor and
Lessee (the  "Lease",  the defined  terms  therein  being used herein with their
defined meanings).

1.       The  Equipment  covered  by  this  Certificate  consists  of the  items
         described in Schedule 1 of Exhibit A of the Lease.

2.        Lessee  confirms that the items of Equipment  covered hereby have been
          delivered to it in good  working  order and  condition,  and have been
          inspected and accepted by Lessee as of the Commencement Date set forth
          above. Lessee hereby waives any right it may have under Section 2A-517
          of the Uniform  Commercial Code or otherwise to revoke this acceptance
          for any  reason  whatsoever,  including  but not  limited  to, (i) any
          assumption  by Lessee that a  nonconformity  would be cured,  (ii) any
          inducement of acceptance by the Lessor's  assurances or any difficulty
          to discover a  nonconformity  before  acceptance,  or (iii) any Lessor
          default under the Lease. Lessee further hereby waives its rights under
          Sections  2A-401 and 2A-402 of the Uniform  Commercial Code to suspend
          performances of any of its obligations under the Lease with respect to
          the Equipment hereby accepted.

3.       Lessee  Confirms that such items of Equipment  have been  installed at:
         800 West Sixth Street. Los Angeles. California 90017

4.       The  Lessor's  Value of the items of  Equipment  covered  hereby is set
         forth in the  Schedule  I of  Exhibit  A.  Lessee  confirms  that  each
         installment of rent payable is as defined by the rental rate factor per
         thousand dollars as specified in Section 5 of the Lease.

5.       Lessee hereby: (a) confirms that the items of Equipment covered hereby,
         have been  inspected  by Lessee.  have been  delivered  in good working
         order  and  condition  and  are  of  the  size.  design,  capacity  and
         manufacture  selected  by. it and meet the  provisions  of the purchase
         order(s) with respect thereto:  and (b) irrevocably  accepts said items
         of Equipment "as-is. where is" for all purposes of the Lease as o[' the
         Commencement  Date set forth above and shall pursue remedies to correct
         deficiencies,   if  any.   in  said  items  of   equipment   under  the
         manufacture's warranty provisions only

6.       Lessee hereby,  confirms:  (i) that no Default or Event of Default b in
         existence as of the  Commencement  Date set forth above,  nor shall any
         Default or Event of Default occur as a result of the lease by Lessee of
         the Equipment specified here-in:  and (ii) that all representations and
         warranties  of  Lessee  contained  in the Lease or ha any  document  or
         certificate  furnished  Lessor  in  connection  herewith,  ate true and
         correct as of the Commencement Date set forth above with the same force
         and effect as if made on such date.

7.       Lessee assumes sole responsibility for enduring that the billing center
         can  correctly  read  all  records.  Lessee's  responsibility  includes
         reading daily the automatic message/ticketing  accounting system and/or
         polling  systems  tape(s)  by the  billing  system to ensure all ticket
         Information  is  present.  Risk  of  loss  for any  revenue  or  profit
         associated  therewith  passes to Lessee upon cutover of any hardware or
         software.

 .        All of the terms,  provisions  and  conditions  of the Lease are hereby
         incorporated herein and made a part hereof as if such terms, provisions
         and  conditions  were set forth in full in this  Certificate.  By their
         execution  and  delivery,  of  this  Certificate,  the  parties  hereto
         reaffirm all of the terms provisions and conditions of the Lease.

         IN WITNESS  WHEREOF.  Lessee has caused this Certificate to be executed
by its duly authorized officer as of the Commencement Date set

Refer 5.O. #ADDITION III/                ATHENA INTERNATIONAL LTD. LIABILITY CO.
EQUIPMENT LIST #TFG-98016                DBA ATHENA INTERNATIONAL, LLC


                                                   (Name&Title)
                                         Date Signed: MARCH 2,1998

                                         ACCEPTED BY:
                                         TELECONLMUNICATIONS FINANCE GROUP
                                         AS OF THE -      DAY OF        - - 19o

                                         By:

                                                 Authorized Representative



'TFG L.A2.06 W PT


<PAGE>



                              SCHEDULE OF EXHIBIT A
                    {CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of October  31,  1996  between  TELECOMMUNICATIONS  FINANCE  GROUP,  as
Lessor, and ATHENA  INTERNATIONAL  LTD.  LIABILITY CO. DBAATHENA  INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>
Equipment List
Number                     Description                                                        Amount
------                     -----------                                                        ------
<S>                        <C>                                                                <C>
DCO-681161                 USED 1152 PORT EQUIPPED AND WIRED                                $368,950.00
                           RELEASE 12.1; BASIC SS-7 WITH 800
                           PORTABILITY; SS-7 SPARES; POWER SYSTEM;
                           UPGRADE TO RELEASE 14.0; DE-INSTALL AT
                           CALGARY, PACK; RGL EXPANSION
                           INCLUDING INSTALLATION
                           FREIGHT                                                                1,958.98

    TFG-97245              ADDITION I                                                           298,421.49
    TFG-97278              ADDITION II                                                          185,473.75
    TFG-98016              ADDITION III                                                          22,777,76
                                                                                                 ---------
                                                                     TOTAL                     $877,581.98
                                                                                               ===========

The above described equipment installed at:

800 West Sixth Street, Los Angeles, California 90017




                                               Dated:          October 3 I, 1996
                                               Revised:        June 2, 1997
                                               Revised:        August 29, 1997
                                               Revised:        February 26, 1998


</TABLE>


TfGL206-WPT


<PAGE>



EQUIPMENT LIST # TFG-98016 DATED: February.26,1998
COMPANY:   ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION:      III

<TABLE>
<CAPTION>
PART NO,/DESCRIPTION                                                          OUANTITY                  AMOUNT
--------------------                                                          --------                  ------
<S>                                                                           <C>                       <C>
RESTRUCTUR.E CHARGES                                                                                    $22.777.76
                                                                                                        ----------
                                                                       TOTAL                            $22.777.76
                                                                                                        ==========
</TABLE>


TFGLA2O6-3.WPT


<PAGE>



                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
                             SITE: Denver, Colorado

                                 LEASE PAYMENTS
             ADDENDUM TO LEASE AGREEMENT DATED July 25, 1994 BETWEEN
   TELECOMMUNICATIONS FINANCE GROUP AND Athena International Ltd Liability Co.
                          dba Athena International, LLC

<TABLE>
<CAPTION>

<S>                                                                         <C>                      <C>
EFFECTIVE FEBRUARY 1, 1995 (60 MONTHLY LEASE PAYMENTS)
------------------------------------------------------
      ORIGINAL VALUE OF EQUIPMENT                                           $314,252.00
      RATE FACTOR PER $1,000                                                $21.993
         ORIGINAL MONTHLY LEASE PAYNIENT                                                              $6,911.34

EFFECTIVE JUNE 1, 1995 (56 MONTHY LEASE PAYMENTS REMAINING)
-----------------------------------------------------------
      ADDITION I                                                            $181,250.64
      RATE FACTOR PER $1,000                                                $23.408
      ADDITION 1 MONTHLY LEASE PAYMENT                                      $4,242.71
         TOTAL MONTHLY LEASE PAYM.ENT                                                                  $11,154.05

EFFECTIVE SEPTEMBER 1, 1996 (41 MONTHLY LEASE PAYMENTS  REMAINING)
------------------------------------------------------  ----------
      ADDITION II                                                           $164,516.10
      RATE FACTOR PER $1,000                                                $29.610
      ADDITION II MONTHLY LEASE PAYMENT                                     $4,871.32
         TOTAL MONTHLY LEASE PAYMENT                                                                 $16,025.37

EFFECTIVE JANUARY l. 1997 (37 ..MONTHLY LEASE PAYMENTS REMAINING
----------------------------------------------------------------
      ADDITION III                                                          $264,356.65
      RATE FACTOR PER $1,000                                                $32.229
      ADDITION III MONTHLY LEASE PAYMEN'I'                                  $8,519.95
         TOTAL MONTHLY LEASE PAYMENT                                                                 $24,545.32

EFFECTIVE FEBRUARY 1, 1997 (36 MONTHLY LEASE PAYMENTS REMAINING
---------------------------------------------------------------
      ADDITION IV                                                           $ 68,015.31
      RATE FACTOR PER $1,000                                                $32.976
      ADDITION IV MONTHLY LEASE PAYMENT                                     $2,242.87
         TOTAL MONTHLY LEASE PAYMENT                                                                 $26,788.19

EFFECTIVE APRIL 1, 1997 (34 MONTHLY LEASE  PAYMENTS REMAINING
-----------------------------------------  ------------------
      ADDITION V                                                            $63,595.58
      RATE FACTOR PER $1,000                                                $34.603
      ADDITION V MONTHLY LEASE PAYMENT                                      $ 2,200.60
         TOTAL MONTHLY LEASE PAYMENT                                                                 $28,988.79

EFFECTVE MAY 1, 1997 (33 MONTHLY LEASE PAYMENTS REMAINING)
----------------------------------------------------------
      ADDITION VI                                                           $87,896.85
      RATE FACTOR PER $1,000                                                $35.020
      ADDITION VI MONTHLY LEASE PAYMENT                                     $3,078.15
         TOTAL MONTHLY LEASE PAYMENT                                                                 $32,066.94


</TABLE>


<PAGE>





                  Installation Site: New York, NY

<TABLE>
<CAPTION>

PART NUMBER                DESCRIPTION                                                              QTY
-----------                -----------                                                              ---
<S>                        <C>                                                                      <C>
                                                              ITEM 01
                     CMF-00, CCS-03
                     --------------
822068-812           Diag. Grading Panel                                                              1
822003-596A          PWBA, (2W) SI HDI                                                                4
822002-526           PWBA, TSI PGH I/F                                                                4
207800-482           Cable Assembly (TSI/PGH)                                                         4
822005-546A          PWBA, (2W) TPPO HDI                                                              2
822006-566A          PWBA TPP1                                                                        2
822017-556A          PWBA,    T PP2                                                                   2

                            DTF-03
817577-900           MG Basic DTF Assembly                                                            1
817577-901           MG, DS1 Host CUA                                                                 6
817577-902           MG, Basics PWBAs DS1 CUA                                                         6
207600-225           Frame Weldment                                                                   1
207800.079           Pkg Assy Front Door Mtg Hardware                                                 1
207800-080           Pkg Assy Rear Door Mtg Hardware                                                  1
207600-158           Door Assembly, Right I/O                                                         2
207600-159           Door Assembly, Left I/O                                                          2
207600-721           PWBA Guide                                                                       6
817560-606           PWBA, T1 Interface                                                              48
817577-917           MG Blower w/Fan Alarm, Base                                                      1
</TABLE>


<PAGE>



Stromberg-Carson

Installation Site: New York, NY

<TABLE>
<CAPTION>
PART NUMBER-                  DESCRIPTION
------------                  -----------
<S>                           <C>                                                           <C>

                        Switching Equipment

                                ITEM 01

817577-900              DTF Frame Assembly                                                     1
817577-901              DS-1 Host CUA                                                          6
817577-902              DS-1 Basic PWBAs                                                       6
817560-626              T-1 Interface PWBA                                                    48
207600-225              OTF Frame Assembly                                                     1
207600-721A             Card Guide                                                             6
2078004379              Front Door Mounting                                                    1
2078004380              Rear Door Mounting                                                     1
207600-158              Eight Door                                                             2
207600-159              Left Door                                                              2
817577-924              Ease Mount Blower Assembly                                             1


                        LTF-01
                        ------
814574-900              LTF Frame Assembly                                                     1
814574-901              Supervisory Panel                                                      1
814574-904              Ejector Bar                                                            2
814574-903              Terminator Assembly                                                    1
207600-720              Card Guide                                                             1
207600-210              LTF Frame Package                                                      1
207600.-014             Terminal Block Assembly                                                1
</TABLE>



    681113NY/1: 07/01/96                                         -2-



<PAGE>



Stromberg-Carson
Installation Site: New York, NY



<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION
-----------           -----------
<S>                   <C>                                                                        <C>
      Switching Equipment

                      ITEM 01
                      LTF-01 (Cont.)
                      --------------
814574-992            Universal Service CUA                                                  1
814574-995            Basic PWBAs                                                            1
814742-576            Digital DTMF Receiver PWBA (FOC)                                       1
814,571-686           Digital TMF Receiver PWBA                                              3
814572-576            Digital TMF Sender PWBA                                                3
81.4695-556           Digital DTMF Sender PWBA                                               3
814643-596            Digital DTMF Receiver PWBA                                            17
207600-160            Front Door Mounting                                                    1
207600-471            Rear Door Mounting                                                     1
207600-158            Right Door                                                             2
207600-159            Left Door                                                              2


                              CMF
814095-616            Service Group Diag. PWBA                                               I
822003.596            1024 Port TSI PWBA                                                     4
822002-526            TSI/PGH Interface PWBA                                                 4
2078CO-.482           TSI/PGHGP Cable                                                        4
822005-546            TPP 0 PWBA                                                             2
822006-576            TPP 1 PWBA                                                             2
82.2017-566           TPP 2 PWBA                                                             2
822068.-811           Diag. Grading Panel CCS-02                                             1
</TABLE>


      881113NY/1 : 07/01/96                                      -3--




<PAGE>





Installation Site: New York, NY



<TABLE>
<CAPTION>
PART NUMBER             DESCRIPTION
-----------             -----------
<S>                     <C>                                                                     <C>

                        Switching Equipment

                        ITEM 01

                        PRT
817576-938              Circuit Breaker                                                          4

                        Miscellaneous
4-24419-0290            DSX Panel, ADC DSX-DR 19                                                 2
PJ716                   8antem Patch Cord                                                        8
DOC-ADD                 Additions Documentation                                                  1
</TABLE>







881113NY/1: 07/01/98                              -4-



<PAGE>



                           ACTION TEMPO EQUIPMENT LIST
         >>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<

<TABLE>
<CAPTION>
<S>                                                                            <C>
CUSTOMER: Athena                                                               PROJECT CODE:
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: ( )                                                 FAX: ( )
SITE LOCATION:
SITE ADDRESS:
SITE PHONE#: VOICE: ( )                                   FAX:     (      )                 NAMS: (          )
SWITCH TECH:
SYSTEM NAME:
PURCHASE DATE:           STARTUP DATE:            WARRANTY END DATE:

PRIMARY SYSTEM EQUIPMENT: Name:                 Password:

 :Make                                   :Model #                  :Serial #                 :I/O  :IRQ  :ADDR   :STK:
 -----                                   --------                  ---------                 ----  ----  -----   -----

ACER                                     I 4166                     1900022075
KB         ACER                          6311-K                                --K6366280752P-        ----
MON        ACER                          7134-T                                   M3TP61113253
VC         PCI
                                         I                                                  t
HDC        Adaptec Built-in              I-AIC7870P              -I-719411                  ------
HD         IBM                           DHFS                      MIA63 B94666ID--                  =3   (4-GB)
HD         IBM                            DRYS                         EC486509                  ID  =0     (4-GB)
HD         IBM                           DHFS                          B81929                    ID  =1     (4 GB)
FD         Mitsumi           (1.44)       D359T5                       3170675
                                         JU-475-5                   00197599
FD         Panasonic(1.2)                ,,
TD         Tandberg                      -TDC-42222--42205208--                                         ---ID=2
SL1        Digi Host Ad.                   (1P)77000218-095251179
SL1        Digi Conc.                      {1P)70000666            -09525179 ----
X25        SWG                             SGX                           10870                 300
15         D0000


X25  SWG   -SGX-Daughter N/A
     PRN   Epson                           LP-870                        -40Ul133226--                      7     -3bc-3be
     RET   RACAL             PCI           Interlan T2                   -0207011BEAFC-                             -14-PCI Slot 1
     SER   ACER                            Built-in                -Com 1/Com 2      -4/3-3f8/2f8 -
                                                                   5X012024212
     CD       NEC                             -CDR222 -               ,
     DIA      AVAS                          ' D                       5--D2000-----
                                          /21D                      CG209544
  P/S      DELTA                         -DPS350EB                 -Y2622003618
          --
</TABLE>



                                                   I/P ADDRESS=
                                                       MORY=





<PAGE>



<TABLE>
<CAPTION>
:Key      : Make                            : Serial #                                      Activation Key #
----      ------                            ----------                                      ----------------
<S>       <C>                               <C>                                             <C>

          SCO UNIX sysV                      -2DC030716                                Project Code
          FoxPro--V2 6                       N/A
          NAMS ATC NAMS II--                 N/A
                                                                                 I
          TERM Century                       CSU150754U3                     -        -fencabnn
NETCOM II version 4 5 3a net25828                T

                                                                                        - c08a150e
</TABLE>

NOTES:


         >>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<

CUSTOMER: Athena SITE LOCATION: Denver
     STEM NAME:


  SECONDARY SYSTEM EQUIPMENT: Name:                        Password:

<TABLE>
<CAPTION>
Key       Make                               Model #                   Serial #                      I/O  IRQ ADDR STK
---       ----                               -------                   --------                      ---  ------------
<S>      <C>                                 <C>                      <C>                            <C>    <C>    <C>

                                                                                              I         I
PC       ACER                            -F520HB               -1900022536                  --
                                                                                                                            I
KB         ACER                          -6311-K                       -K6366200166 P
MON        ACER                          -7134T                         M3TP62407942

VC                                       ET4W32-5                      -0167237
                                                                                                        I
HDC      Adaptec (On-Board)-AIC-7870P---719411
HD       IBM                             -DORS-32160-- -11S46H6072ZIMOOO2T6484--,-id=0
FD       Mitsumi                        (1 44) D359T5                   2974189

FD       Panasonic (1.2)                      -JU-475-5        '00026718
CD       Sony                                   CDU-76S         5032202                                                 id=2-
TD       Tandberg          2.SGB         TDC 4220             -42205084
--

X 25     SWG                             --SGX                 -- ~ --10880
NET      RACAL                                                Interlan PCI T2 0207011C0368
                                                         I
SER    ACER (Built-in)                                    --

Power Supply                            DPS-2OOBP-8                 S46150422818
I/P ADDRESS=
MEMORY=

SOFTWARE: Secondary

Key     Make                                  Serial #                           Activation Key #
---     ----                                  --------                           ----------------
<S>     <C>                                  <C>                                 <C>
OS    SCO UNIX sysV                             -2DG004883
NAMS  ATC NAMS II
</TABLE>


<PAGE>



 COMMUNICATIONS EQUIPMENT

<TABLE>
<CAPTION>
Key #    Make#                          Model #                                   Serial #
-----    -----                          -------                                   --------
<S>     <C>                            <C>                                       <C>
DSU       DDC                        VRT-1           ( Stat-Mux )
DSU       DDC                        VET-1           ( Stat-Mux )

DSU       DDC                        VRT-1            (X.25 Link)
DSU       DDC                        VRT-1            (X.25 Link)

Modem Multitec                       MT2834ZDX    (Primary) 442500B
Modem Multitec                       MT2834ZDX     (Secondary) 4425001

</TABLE>

                         LOG: ATHENA Primary & Secondary

96  Unpack  and  set  up  equipment.  Perform  operational  checks.  KP  /-18-96
Disassemble  equipment  as  necessary  to obtain  and log  serial  numbers  from
individual  boards and  components.  Gather and log software  serial numbers and
activation  keys.   Configure  and  install  AVAS,  X25  boards  and  reassemble
equipment.  Performed  operational  checks.  JR -19-96  Secondary:  Verified  OS
version.  Performed  SCRATCH  and BCHECK RC  modifications.  Checked  serial and
parallel ports.  Removed and reinstalled tape device.  Configured printer.  Made
Root & Boot and tape backup. Tuned shell and relinked kernel. Installed software
drivers for SGX and Dialogic  boards.  Loaded Where and CLS programs.  Installed
TERM and NAMS. KP Also  modified  gettdefs and changed IRQ on Racel network card
to 14 and made ALAD driver and Boot disk, EISA Configuration Utility disk.





<PAGE>



Installation Site: New York, NY


                                                                         item 01



<TABLE>
<CAPTION>
PART NUMBER              DESCRIPTION                                                          QTY
-----------              -----------                                                          ---
<S>                      <C>                                                                 <C>
                         Switching Equipment
                         Line Trunk Frame (L/TF)-
                         ------------------------
OCCSLTFFRM               Line Trunk Frame                                                       1
814742-566               Diagnostic Test En/Monitor                                             1
LTFDOORS                 BTF Doors, Front & Rear                                                1
LINGRPCUA                Line Group CUA (LTF)                                                   1
SLTFUTSCUA               Trk/Svc Ckt CUA Grp                                                    I
SLTFUSCUA                Svc Ckt CUA Grp                                                        6
814571-706               Digital TMF Rcv.(2/PWBA)                                              33
814572-576               Digital Sender (TMF/SATT)                                              9
814695-556               Digital DTMF Sender                                                    9
814643-596               Digital DTMF Receiver                                                 36
814742-576               (FOC) Digital DTMF Receiver                                            6
814574-936               2-Wire E&M Trunk PWBA                                                  2
814574-932               Loop Trunk, Reverse Bat PWBA                                           1

                         Digital Trunk Frame (DTF)


OCCSDTFFRM               Digital Trunk Frame                                                    2
DTFDOORS                 DTF Doors, Front & Rear                                                2
SDS1HSTCUA               DS1 Host CKD CUA                                                      12
817560-626A              T1 interface PWBA                                                     96
817577-917A              Blower Assembly w/fan Alarm                                            2
</TABLE>


                                       -1-



<PAGE>



Installation Site: New York, NY


                                                                         ITEM 01

<TABLE>
<CAPTION>
PART NUMBER                          DESCRIPTION                                                        QTY
-----------                          -----------                                                        ---
<S>                                 <C>                                                                 <C>
                                     Switching Equipment
                                     Control '&-Maintenance Frame (CMF)
SCMFOCC                              Control & Manta Frame                                                  1
CMFDOORS                             CMF Doors, Front & Rear                                                1
822068-819                           --DLI Transfer                                                         1
814635-086                           PWBA Ring (N+1)                                                        1
814721-666                           Serial Line Unit PWBA                                                  1
822010-676                           Disk Drive Assay                                                     . 2
822010-656                           Tape Drive                                                             1
817702-556                           Traffic Measurement/Rec.                                               1
817620-556                           MSA PWBA                                                               1
814727-626                           J2 Maintenance Processor                                               1
822010-606                           Power & Alarm PWBA                                                     1
817680-606A                          BMUX PWBA                                                              1
                                                                                                            1
822222-606A                          DLI-II

TSIPWB17                             TSI PWBA                                                               8
822702-536A                          PXAM II - 4MB                                                          2
822727-696A                          J-Processor (8MB)                                                      2
814770-656                           PXA Memory PWBA 1/Mbyte                                                1
TPPOPWB17                            TPP PWBA (Sectors 0)                                                   1
OCCSNCS                              Sync Network Clock (Slave)                                             1
822718-596                           Feature Processor (PWBA)                                               2
814095-626                           Service Group Diag PWBA                                                1
OCCTAPE                              Tape Control PWBAs                                                     1
814722-216A                          RS232 Interface Module                                                 7
</TABLE>


                                                              -2-








<PAGE>



Installation Site: New York, NY

                                                              ITEM 01

<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION
-----------                -----------
<S>                       <C>                                                                   <C>
                           Switching Equipment

                           Power & Test Frame (PRT)
                           ------------------------
SPRTF                      Power Ringing & Tst Fr                                                 1
PRTDOORS                   PRT Doors, Front & Rear                                                1
817576-938                 Circuit Breaker 100 Amp                                                9
814475-036                 Alarm Sender PWBA                                                      1
817576-912                 Basic Cabinets & MTG for N+1)                                          1
814629-904                 Ringing Generator (20 Hz)                                              1
817576-934                 200VA DC/AC Non-Refund. Invtr                                          1
814215-820                 Cook 4 Chan Announcer (NT5M)                                           1
203352-681                 4 Channel Announcer                                                    1

                           Automatic Message Accounting
                           ----------------------------
SAMAFRM                    AMA Frame                                                              1
AMADOORS                   AMA Doors Rear                                                         1
814421-908                 Cook 1600 BPI Tape Drives (2)                                          2
814421-909                 Cook 1600 BPI Strapping                                                2
                                                                               ,%

                                  Miscellaneous
4-24419-0290               DSX Pnl-ADC DSX-DR 19 w/cord                                           4
PJ716                      Bantam Patch Cord                                                     16
2200B                      Channel Access Unit                                                    1
203352-645                 9600 Full Duplex Modems                                                1
202975-592                 7' x 19" Relay Rack                                                    1
207800-284                 Installation Material                                                  1
200110-119                 Fuse 1 1/3 amp                                                        20
200110-129                 Fuse 3 amp                                                            10
200110-429                 Fuse 10 amp                                                            5
200110-139                 Fuse 5 amp                                                            10
</TABLE>

                                                        -3-




<PAGE>

<TABLE>
<CAPTION>


Installation Site: New York, NY


                                                                         ITEM 01



                               Switching Equipment

<S>                          <C>                                                                    <C>
                              Miscellaneous (Cont.)
SD0000                        Std System Documentation                                                1
D0001                         Specifications, Paper                                                   2
D0002                         Site Drawings, Paper                                                    2
203352-600              -     Hendry Filtered Fuse Panel                                              1
207630-911                    Modem Eliminator OCC                                                    2
207630-901                    PKG Assy/Modem Eliminator                                               4
                              Superstructure & Cabling                                                1

                              Battery Distribution Frame
                              --------------------------
814053-043A                   .7ft Battery Discharge Frame                                            1
207521-733                    Shield                                                                  1

                              Power Equipment
                              ---------------
                              (Separate Item)

                              Distribution Frame Equipment
                              ----------------------------
5065-8                        Term Blocks Newton 8 x 26                                               4
5054                          Newton Bracks (1 per 2 blks)                                            2

                              Maintenance & Administration Equipment
                              --------------------------------------
202958-464                    Tape Cartridge                                                          1
203352-608                    Arrow Tape Drive Cleaning Kit                                           1
203352-677                    ADDS Video Terminal                                                     1
203352-283                    Genicom 2120 Keyboard/Printer                                           1
7271-964                      Box, Teleprinter Paper                                                  1

                                       -4-
</TABLE>



<PAGE>



 Installation Site: New York, NY

                                                                         ITEM 01
<TABLE>
<S>                     <C>                                                                   <C>
PART NUMBER             Spare Circuit Packs
----------------        -------------------
200110-099              Fuse 1/2, Amp                                                          1
207630-042              Power Supply Shield                                                    1
555020-125              Fuse, 3AG, 3A                                                          1
555366-001              Switch, SPST                                                           1
814288-526              Tape Diagnostic PWBA                                                   1
814291-546              Tape Motion Cont, PWBA                                                 1
814298-526              Tape Buffer PWBA                                                       1
814439-056              PGC-1 PWBA                                                             1
814440-076              PGC-2 PWBA                                                             1
814441-056              MUX/DEMUX PWBA                                                         1
814462-036A             Power Supply PWBA                                                      1
814463-026A             Power Supply PWBA                                                      1
814539-026              CMOS Codec Comm. PWBA                                                  1
814727-626              J2 Maintenance Processor                                               1
817113-086              Power Supply PWBA                                           .          1
817524-066A             LTC Interconnect PWBA                                                  1
817560-626A             T1 Interface PWBA .                                                    1
817561-526              T1 I/F Control 1 PWBA                                                  1
817562-566              T1 I/F control 2 PWBA                                                  1
817564-026A             Power Supply PWBA                                                      1
817581-026              DS1 Terminator PWBA                                                    1
817702-556A             TMRS Processor                                                         1
822010-656              Tape Drive                                                             1
822010-666              Tape Drive PWBA                                                        1
822015-536              Clock Generator (SNC) PWBA                                             1
822024-036A             Power Monitor PWBA                                                     1
822033-596A             MCG - II PWBA                                                          1
822034-536A             Master Clock Dist PWBA                                                 1
822289-566A             TBI II PWBA                                                            1
</TABLE>

                                       -5-




<PAGE>


<TABLE>
<CAPTION>

         Installation Site: NewYork, NY


                                                                         ITEM 01


                        DESCRIPTION     -                                                     QTY
                        -----------     -                                                     ---
<S>                     <C>                                                                   <C>
PART NUMBER             Spare- Circuit Packs (Cont.)
-------------           ----------------------------
822723-556A             Data Link III PWBA                                                      1
822726-526A             HD MSA/SL PWBA                                                          1
822010-606A             MSDA Pwr & Alarm                                                        1
822010-636              Disk Drive Assy                                                         1
822222-606A             DLI-II                                                                  1

                        Software Features
                        -----------------
999948                  OCC Basic Features Package                                              1
011219                  Trunks Automatic Routine                                                1
                        Testing
011289                  Out of Svc Limit for Server                                             1
                        Grp. Eq.
012970                  Glare Guard                                                             1
018000                  Paginated Print-out                                                     1
026609                  Route Treatment Expansion                                               1
053140                  Alarm Repeat Notification                                               1
053150                  Alarm LSSGR Compliant.                                                  1
053770                  Alarm Spurt Alarm During                                                1
                        Transfer
056519                  Automatic Switch-Over                                                   1
146339                  TMRS LSSGR Format                                                       1
146429                  TMRS Additional Matrix                                                  1
                        Elements
146439                  TMRS Additional Cell Grouping                                           1
                        Registers
146449                  TMRS Separations Summary                                                1
                        Reporting
146459                  TMRS Expanded Separations                                               1
                        Reporting
</TABLE>

                                                        -6-


<PAGE>



         Installation Site: New York, NY


<TABLE>
<CAPTION>
                     DESCRIPTION                                                        QTY
                     -----------                                                        ---
<S>                 <C>                                                                 <C>
ITEM 02              SS7 HARDWARE & SOFTWARE
-------              -----------------------
822057-526           Signaling System Controller                                          2
822055--536          Communication Link Controller                                        2
814742-586           Continuity Test PWBA                                                 3
003009/              SS-7 Software                                                        1
003019
003069               Link Pair Software                                                   2
826210               SS7 Optional Backward Call                                           1
                     Indication
826220               SS7- circuit Identification                                          1

                     (This Item is included in Item 01)

ITEM 02A             SS7 SPARES
--------             ----------
822057-526           Signaling System Controller                                          1
822055-536           Communication Link Controller                                        1

                     (This Item is included in Item 01)

ITEM 03               NAMS II
-------               -------
NAMS II               Used NAMS II from ISI Site                                          I

ITEM 03A              "A" LINKS
--------              ---------

003069                "A" Links                                                           1
                      (maximum additional available
                      is 11)

ITEM 04               "A" LINK CONSOLIDATION FEATURE
-------               ------------------------------
003029                "A" Link Consolidation                                              1
</TABLE>


                                     - 20 -






<PAGE>



SIEMENS

FAX TRANSMISSION

TO:                                        LOCATION:

FROM:                                      LOCATION:

DATE:              NO. OF PAGES:          PHONE:               FAX:
       7-7-98         cover  + 5              407-942-5115          407-942-5194

SUBJECT:

           NEW YORK FLOORPLAN

SPECIAL INSTRUCTIONS:

<TABLE>
<S>                                               <C>                                              <C>              <C>
Siemens Telecom Networks                          400 Rinehart Road             Lake Mary, Florida 32746            (407) 942-5000
</TABLE>
Jtm 280-00l (10/97)


<PAGE>



                     Athena International Ltd. Liability Co.
                          dba Athena International, LLC
                             SITE: Denver, Colorado

                           LEASE PAYMENTS (CONTINUED)

<TABLE>
<S>                                                                       <C>
EFFECTIVE JUNE 1, 1997(32 MONTHLY LEASE PAYMENTS REMAINING)
-----------------------------------------------------------
ADDITION VII                                                              $ 89,193.68
      RATE  FACTOR PER  $ l,000                                           $35.965
      ADDITION VII MONTHLY LEASE PAYMENT                                  $ 3,207.85
         TOTAL MONTHLY LEASE PAYMENT                                                                   $35,274.79

EFFECTIVE JULY 1, 1997 (31 MONTHLY LEASE PAYMENTS REMAINING)
------------------------------------------------------------
      ADDITION VIII                                                       S 58,013.66
      RATE FACTOR PER $1,000                                              $36.971
      ADDITION VIII MONTHLY LEASE PAYMENT                                 $ 2,144.82
         TOTAL MONTHLY LEASE PAYMENT                                                                   S37,419.6I

EFFECTIVE OCTOBER 1, 1997 (28 MONTHLY LEAE PAYMENTS REMAINING)
--------------------------------------------------------------
      ADDITION IX                                                         $ 93,500.00                     '
      RATE FACTOR PER $ 1,000                                             $40.423
      ADDITION IX MONTHLY LEASE PAYMENT                                   $ 3,779.55
         TOTAL MONTHLY LEASE PAYMENT                                                                 $41.199.16

EFFECTIVE DECEMBER 21997, THE LEASE TERM IS EXTENDED FROM 60 TO 74 MONTHS.,
---------------------------------------------------------------------------
EFFECTIVE JANUARY 1,1998 (39 MONTHLY LEASE PAYMENTS REMAINING)
--------------------------------------------------------------

    ADDITION X                                                               S220,193.11
    LEASE PAYMENTS ARE AS FOLLOWS:
    01/01/98 - 03/01/98             S -0-
    04/01/98 - 03/01/2001           S37,258.01

 .TOTAL VALUE OF EQUIPMENT                                                    Sl,604.783,58
                                                                              ============

SUMMARY OF TOTAL LEASE PAYMENTS:
4 @ $ 6,911.34 = $ 27,645.36
15 @ $I 1,154.05 = $ 167,310.75
4 @ $16,025.37 = $ 64,101.48
1 @ $24,545.32 = $ 24.545.32
2 @$26,788.19 = $ 53,576.38
1 @ S28.988.79 = $ 28.988.79
1 @ $32,066.94 = $ 32.066.94
1 @ $35,274.79 = $ 35,274.79
3 @ $37,419.61 = $ 112258.83
3 @$41,199.16 = $ 123,597.48
3 @$   -0-    = $     -0-
36@ $37,258.0 1 =-$1,341,288.36
--                -------------
60                $2,010,654.48
                  =============


                                            ACCEPTED BY:

                                            DATE:              MARCH 2/1997

</TABLE>


<PAGE>



                             SCHEDULE 1 OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)
                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of July 25, 1994 between  Telecommunications  Finance Group, as Lessor,
and Athena  International Ltd. Liability Co. dba Athena  International,  LLC, as
Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>
Equipment List
Number            [Description                                                                             Amount
------            ------------                                                                             ------
<S>              <C>                                                                                  <C>
DCO-481238        A Siemens Stromberg-Carlson                                                         $314,252.00
                  Digital Central Office Carrier Switch
                  Equipped and Wired for 1152 Digital
                  Ports (DCO-481238, Issue 1, Dated 05/19/94)
                  with a New Basic Release 12.1 CMF, A
              o   Used AMA Frame, SS7 with 800 Portability,
                  SS7 Spares, One (1) Additional Pair of
                  "A" Links, International Operator Service,
                  and Route by ANI on any 700/800
                  Number Including Installation
TFG-95029         ADDITION I                                                                           181,250.64
TFG-96152         ADDITION II                                                                          164,516.10
TFG-96181         ADDITION III                                                                         264,356.65
TFG-97189         ADDITION IV                                                                           68,015.3I
FG-97207          ADDITION V                                                                            63,595.58
TFG-97216         ADDITION VI                                                                           87,896.85
TFG-97242         ADDITION VII                                                                          89,193.68
TFG-97253         ADDITION VIII                                                                         58,013.66
TFG-97284         ADDITION IX                                                                           93,500.00
TFG-98018         ADDITION X                                                                           220,193.11
                                                                                                       ----------
                                  TOTAL                                                            $ 1,604,783.58
                                                                                                   ==============
</TABLE>
The above described equipment installed at:
910 15th Street, Suite 667, Denver, Colorado 80202-2928


                                              ACCEPTED BY:

                                              DATE:            MARCH 2, 1998

                                              Dated:           July 25, 1994
                                              Revised:         April 24, 1995
                                              Revised:         July 23, 1996
                                              Revised:         December 2, 1996
   o                                          Revised:         January 13, 1997
                                              Revised:         February 25, 1997
                                              Revised:         March 25, 1997
                                              Revised:         May 7, 1997
                                              Revised:         June 11, 1997
                                              Revised:         September 3,1997
                                              Revised:         February 27,1998


<PAGE>

<TABLE>
<CAPTION>


EQUIPMENT LIST #TFG-98018                               DATED: February 27, 1998

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      X

PART NO./DESCRIPTION                                                   QUANTITY                         AMOUNT
--------------------                                                   --------                         ------

<S>                                                                   <C>                             <C>
        STN
        ---

RESTRUCTURE CHARGES                                                                                       $44,193.11

        THIRD PARTY VENDOR- TELESELECT
        ------------------------------

VTS.60 MODEL NUMBER: 300-Y. ITS INCLUDING:                                  1 LOT                         176.000.00
TSG VTS TERMINATION SOFTWARE PACKAGE,                                                                     ----------
S/N VS97R01 -R02                                                                2
ICS WIN/NT COMP SYS, S/N 9711010 & 9711011                                      2
DIALOGIC DTI300SC COM BDS, S/N CZ034563,
CZ021715                                                                        2
DIALOGIC DT1240SC COM BD, S/N CZ034121-25,
CZ034439                                                                        6
DATAKINETICS PCCS6 SS7 BD, S/N 01170                                            1
RAD KILOMUX 2000, S/N 7231604-606, 7182322,
7251281, 7251278                                                                6
RAD KVG, 5-T1M, S/N 7451153-160, 162, 164-166                                  12
RAD KVF,5-T1S VOICE/FAX, S/N 7428554-57,
559-563,7414236-237,231,245,7411674-76)                                        16
RAD DXC HIGH SPEED I/O BOARDS, S/N 735504-
510, 512,497, 7290936-938                                                      12
RAD DKC T1/E 1 DIGITAL CROSS CONNECT,
S/N 7440573-574                                                                 2
19" RACK, S/N 978721                                                            1
UNINTERRUPTIBLE POWER SOURCE (UPS),
S/N 971355                                                                      2
RAD MBE ETHERNET BRIDGE, S/N 7455186 &
7430875                                                                         2
CSU/DSU, S/N 9711010-011                                                        2

                                                                       TOTAL                              $220,193. 11
                                                                                                          ========= ==

</TABLE>






<PAGE>



EQUIPMENT LIST #TFG-97284                               DATED: September 3, 1997

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC                             --
SITE LOCATION: Denver, Colorado
ADDITION:     IX

<TABLE>
<CAPTION>
PARTN0./DESCRIPTI0N                                                    QUANTITY                              AMOUNT
-------------------                                                    --------                              ------
<S>                                                                    <C>                                   <C>

         THIRD PARTY VENDOR - TELEFLEX
         -----------------------------

EQUIPMENT AS FOLLOWS:                                                  1 LOT                                  $93,500.00
P133-8 INTELINKW/8 DIALOGIC BOARDS                                     1 LOT                                  ----------
D240SC-T1 CARD                                                         2
DTI/240SC CARD                                                         2

                                                                       TOTAL                                   $93,500.00
                                                                                                               ==========

</TABLE>




<PAGE>



EQUIPMENT LIST #TFG-97253                                    DATED: June 4, 1997

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      VIII

<TABLE>
<CAPTION>
PART NO./DESCR!PTION                                                   QUANTITY                                 MOUNT
--------------------                                                   --------                                 -----
<S>                                                                    <C>                                    <C>
  SS-C
    SLU MULTI-TASKING PORT
ADDITION PER DCO-710017,
    ISSUE 01, DATED 02/05/97
    (S.O.#072091) AS FOLLOWS:
        MATERIAL                                                       1 LOT                                    $ 456.00
        INSTALLATION                                                                                            2,500.00
        FREIGHT                                                                                                    22.95

  SEA 96019 EXPANSION OF ROUTE GUIDE INDEXES TO 4096 PER DCO- 681122,  ISSUE 01,
  DATED 07/09/96; RELEASE 15.0 RTU STARTUP (S.O.#072300) AS FOLLOWS:
        MATERIAL                                                       1 LOT                                   55,000.00
        FREIGHT                                                                                                    34.71

                                                                       TOTAL                                  $58,013.66

</TABLE>




TFGLA204-S.WPT


<PAGE>

<TABLE>
<CAPTION>

(LETTERHEAD)

Installation Site: Denver, CO



PART-NUMBER                   DESCRIPTION
-----------                   -----------
<S>                           <C>                                                                <C>

                              Switching Equipment

                              ITEM 01
                              SLU PWBA (CMF-00)
814722-216                    PWBA, SLU Panel RS232                                                I
207630-857                    Package Assy, Module Hardware                                        1
825079                        Multi-Tasking Software                                               2

NOTE:    Each SLU PWBA has two ports on it, therefore two multi-tasking software ports are shown.

</TABLE>



710017CO/1: 02/05/97

                                      - 2-



<PAGE>



EQUIPMENT LIST #TFG-97242                                    DATED: May 7,. 1997

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      VII

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                                                          OUANTITY                         AMOUNT
--------------------                                                          --------                         ------
<S>                                                                           <C>                          <C>
    SS-C
    ----
A FULLY EQUIPPED DTF-04 FRAME
PER DCO-710015, DATED 01/23/97
(S.O.#071631) AS FOLLOWS:
        MATERIAL                                                                1 LOT                        $ 60,787.00
        INSTALLATION                                                                                            9,100.00
        FREIGHT                                                                                                  590.5 I

HENDRY FUSE PANEL PER DCO-710008,
ISSUE 02, DATED 12/06/96 (S.O.#071982)
AS FOLLOWS:
        MATERIAL                                                                1 LOT                             1,732.00
        LABOR                                                                                                     1,900.00
        FREIGHT                                                                                                      84.17

TOLL FREE NUMBER EXPANSION (S.O.#072119)                                        1 LOT                           15,000.00
                                                                                                                ---------

                                                                       TOTAL                                   $89,193.68
                                                                                                               ==========


</TABLE>




<PAGE>



SIEMENS
Stromberg-Carlson

Installation Site: Denver, CO

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                                                  QTY
-----------            -----------                                                                  ---
<S>                     <C>                                                                         <C>
                                                      ITEM 01

                       DTF-04 Frame Addition
                       ---------------------
817577-900             Frame MG                                                                       1
817577-901             MG, DS1 Host CUA                                                               6
817577-902             MG, Basics PWBAs DS1 CUA                                                       6
207600-225             Frame Weldment                                                                 1
207800-079             Pkg Assy Front Door Mtg Hardware                                               1
207800-080             Pkg Assy Rear Door Mtg Hardware                                                1
207600-158             Door Assembly, Right I/0                                                       2
207600-159             Door Assembly, Left I/O                                                        2
207600-721             PWBA Guide                                                                     6
817560-606             PWBA, T1 Interface                                                            48
817577-917             MG Blower w/Fan Alarm, Base                                                    1

                       PRT-00
                       ------
817576-938             Mod Group, Circuit Breaker                                                     2

</TABLE>

710015CO/1: 01/23/97

                                      - 1 -


<PAGE>



SIEMENS
Stromberg-Carlson

Installation Site: Denver, CO

<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                                                                 QTY
-----------                 -----------                                                                 ---
<S>                         <C>                                                                         <C>
                                                  ITEM 01 (Cont.)

                          Miscellaneous
                          -------------
DSX-DR19                  Cross Connect Panel                                                             2
202975-592                Relay Rack (Lorain)                                                             1
DOC-ADD                   Additions Documentation                                                         1

                                                      ITEM 02

                          LTF-01 Frame Addition
                          ---------------------
814574-900                MG Basic Frame Assy, LTF                                                        1
814574-901                MG Supervisory Panel Assy                                                       1
814574-904                MG Pkg Assy, Ejector Bar, Top                                                   1
814574-903                Mod Group Term Assy Power                                                       1
207600-720                PWBA Guide                                                                      1
207600-210                Pkg Assy, Frame Weldment                                                        1
207600-014                Pkg Assy, LTF Term Block EMC                                                    1
814574-992                MG Service Circuit CUA                                                          1
814574-995                PWBA Mod Group-Basic PWBA                                                       1
207600-160                Pkg Assy Front Door Mtg Hdw                                                     1
207600-471                Pkg Assy Rear Door Mtg Hdw                                                      1

</TABLE>



710015CO/1: 01/23/97
                                      -2-


<PAGE>



Installation Site: Denver, CO
<TABLE>
<CAPTION>

                                                         ITEM O1

PART NUMBER            DESCRI PTION                                                                     QTY
-----------            ------------                                                                     ---
<S>                    <C>                                                                               <C>

                       Miscellaneous
                       -------------
203352-600             OEM Equipment, Fuse Panel                                                          1
020785-086             100' Red Power Cable                                                               1
020785-065             100'Black Power Cable                                                              1

                       Documentation
                       -------------
DOC-ADD                Additions Documentation                                                            1

NOTE: The ADC Cross Connect Panel and Hendry Fuse Panel must be ordered for 23" mounting.

</TABLE>





710008CO/2:12/06/96
                                       - 2


<PAGE>



EQUIPMENT LIST #TFG-97216                                  DATED: March 25, 1997
COMPANY:       Athena International Ltd. Liability Co.
               dba Athena Intentional, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      VI

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                                                 QUANTITY                                 AMOUNT
--------------------                                                 --------                                 ------
<S>                                                                  <C>                                      <C>
ss-c
AN UPGRADE TO RELEASE 14.0 PER
DCO-681152, ISSUE 01, DATED 08/19/96
(S.O.#071521)                                                        1 LOT                                $15,000.00
ONE  COMMON  CONTROL  SECTOR  ADD PER  DCO-781001,  ISSUE  01,  DATED
10/02/96 (S.O.#071523) AS FOLLOWS:
     MATERIAL                                                        1 LOT                                 19,730.00
     INSTALLATION                                                                                           3,000.00
     FREIGHT                                                                                                   84.10
200 AMP DISTRIBUTION PANEL WITH
BUS BAR, CABLES, 10-10 AMP BREAKERS
PER DCO-710002, ISSUE 01, DATED                      10/28/96
(S.O.#071801 ) AS FOLLOWS:
     MATERIAL                                                        1   LOT                                1,360.00
     INSTALLATION                                                                                           2,200.00
     FREIGHT                                                                                                   44.75
REAL TIME ANI FEATURE #823435
(S.O.#071805)                                                        1   LOT                               26,666.00
                THIRD PARTY VENDOR - CIBER NETWORK
                ----------------------------------
EQUIPMENT AS FOLLOWS:                                                1 LOT                                 19,767.00
D4841A/LH PRO 6/200, S/N SG63400748                                    1
D3583C/4.2GB F/W HOT SWAP HDD                                          4
D4295A/32MB DIMM MEMORY UPGRADE                                        1
JC-14WIVMA/MSYNC C400, 14, 128ONI.,
         28D, 60HZ                                                     1
J317 1A/10/100 TX PCI ADAPTER                                          2
D4921A/REDUNDANT POWER SUPPLY                                          1
N3-IL40-U/INOCULAN, 4.0, SRVR, UNLTD
         USERS                                                         1
ILWS-41- l/INOCULAN FOR CLIENT-SINGLE
         WORKSTATION                                                   1
00662644127330/NW 3.12 50 USER UPG TO
         4.11 INTRNW 1OOU                                              1
SHIPPING COST                                                                                                    45.00
                                                                                                                 -----
                                                                            TOTAL                            87,896.85
                                                                                                             =========


</TABLE>

         TFGLA20-1-5.WPT


<PAGE>



SIEMENS
Stromberg-Carlson

Installation Site: Denver, CO

<TABLE>
<CAPTION>
PART NUMBER                         DESCRIPTION                                                           QTY
-----------                         -----------                                                           ---
<S>                                 <C>                                                                    <C>
                                    ITEM 01

                                    CCS -03
                                    -------
822068-811                          Diag Grading Panel                                                        1
822003-596A                         PVVBA, (2W) TSI HDI                                                       4
822002-526                          PWBA, TSI PGH I/F                                                         4
207800-482                          Cable Assembly (TSI/PGH)                                                  4
822005-546A                         PWBA, (2W) TPPO HDI                                                       2
822006-566A                         PWBA TPP1 (For Addition)                                                  2
822017-556A                         PWBA TPP2 (For Addition)                                                  2
DOC-ADD                             Additions Documentation                                                   1

</TABLE>



781001CO/1: 10/02/96
                                      - 1 -




<PAGE>



EQUIPMENT LIST #TFG-97207                               DATED: February 25, 1997

COMPANY:       Athena Intentional Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      V

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                                                         QUANTITY                         MOUNT
--------------------                                                         --------                         -----
<S>                                                                          <C>                           <C>
SS-C
----
2 EJH PROCESSORS WITH 1 SPARE
PER DCO-745002, ISSUE 01, DATED
10/17/96 (S.O.#071522) AS FOLLOWS:
        MATERIAL                                                                1 LOT                       $30,420.00
        INSTALLATION                                                                                          2,000.00
        FREIGHT                                                                                                  25.58

1 A-LINK PAIR FEATURE #003069
(S.O.#071802) AS FOLLOWS:
        MATERIAL                                                                1 LOT                           7,170.00
        SCAT                                                                                                      330.00

         THIRD PARTY VENDOR - TELEFLEX

P133-4 INTELINK W/4 DIALOGIC BOARDS                                             1                                23,650.00
                                                                                                                 ---------

                                                                       TOTAL                                    $63 595.58
                                                                                                                === ======
</TABLE>





<PAGE>



EQUIPMENT LIST #TFG-97189                                DATED: January 13, 1997

COMPANY:       Athena International Ltd. Liability Co.
               dba Athena International, LLC
SITE LOCATION: Denver, Colorado       -
ADDITION:      IV

<TABLE>
<CAPTION>
PARTNO./DESCRIPTION                                                          QUANT1TY                         AMOUNT
-------------------                                                          --------                         ------
<S>                                                                          <C>                            <C>
  ss-c
  -------

  DTF-03 FULLY EQUIPPED (S.O.#071045)
  AS FOLLOWS:

        MATERIAL                                                                1 LOT                         $60,000.00
        INSTALLATION                                                                                            7,500.00
        FREIGHT                                                                                                   515.31
                                                                                                                  ------

                                                                       TOTAL                                  $68,015.3I
                                                                                                              ==========

</TABLE>




TFGLA204-S.WPT


<PAGE>




SIEMENS                                                      Proposal No.
                                                             Issue No: 1
Stromberg-Carlson                                            Date: June 24, 1996


Installation Site: Denver, CO



<TABLE>
<CAPTION>
PART NUMBER                            DESCRIPTION                                                             QTY
-----------                            -----------                                                             ---
<S>                                    <C>         <C>    <C>

                                                   ITEM 01 (Cont.)

                                       Miscellaneous
                                       -------------
DSX-DR19                               Cross Connect Panel                                                         2
DOC-ADD                                Additions Documentation                                                     1

                                                          ITEM 02

                                       DTF-04
                                       ------
817577-900                             Frame M/G                                                                  1
817577-901                             MG, DS1 Host CUA                                                           6
817577-902                             MG, Basics PWBAs DS1 CUA                                                   6
207600-225                             Frame Weldment                                                             1
207800-079                             Pkg Assy Front Door Mtg Hdw                                                1
207800-080                             Pkg Assy Rear Door Mtg Hdw                                                 1
207600-158                             Door Assy, Right I/O                                                       2
207600-159                             Door Assy, Left I/O                                                        2
207600-721                             PWBA Guide                                                                 6
817560-606                             PWBA, T1 Interface                                                        48
817577-917                             MG Blower w/Fan Alarm, Base                                                1

                                       PRT-O0
                                       ------
817576-938                             Mod Group, Circuit Breaker                                                  2

                                       Miscellaneous
                                       -------------
DSX-DR19                               Cross Connect Panel                                                         2
DOC-ADD                                Additions Documentation                                                     1

</TABLE>

 681108CO


<PAGE>


[start here]


S I E M E NS                                         Proposal   No.:  DCO-681108
                                                     Issue No.: 1
Stromberg-Carlson                                    Date: June 24, 1996

           Installation Site: Denver, CO


<TABLE>
<CAPTION>
                                              DESCRIPTION                                   g/X
                                              -----------                                   ---
<S>                                           <C>                                           <C>
                                                      ITEM 03


                                              Power System Add On
             4DDV85-19                        Battery 765 Amp Hour
             203352-580                       Battery Charger, 100 Amp                                             1

              NOTE:  This additional power equipment is required for
                      this addition, but is shown as an option for the
                      Customer,



                                                                  ITEM 04

                                              LTF-00
                    814574-992                MG Service circuit CUA                                               1
                    B14574-995                PWBA Mod Group-Basic PWBA                                            1
                    207600-720                PWBA Guide                                                           1
                    814742-536                PWBA, Univ Service circuit                                          12
                    814695-556                PWBA (1w) DTMF Dig. Sender                                           3
                    814571-766                PWBA (1W) Rovr/Vact/Evact                                            5
                    814572-576                PWBA (1W) Dig, Sender TMF                                            2

              NOTE:        These Service Circuits are required dependent upon the percentage of SS7 use.


</TABLE>


                                                                             -3-


<PAGE>


<TABLE>
<CAPTION>

                                                     ACTION TELCOM EQUIPMENT LIST

           Key       Make                            Model #                    Serial                 I/O    IRQ   ADDR        STK
           ---       ----                            -------                    ------                 ---    ----  -----       ---
<S>                 <C>                            <C>                        <C>                      <C>    <C>   <C>         <C>
           PC       ACER___________________________9000_______________________1900031490___________________________________________
           KB       ACER___________________________6311K______________________K6366281224P_________________________________________
           MON      ACER___________________________7134T______________________M3TP63201016_________________________________________
           VC       ATI____________________________MACH- 64_______________________O/B __________________________9__________________
           HDC      Adaptec________________________AIC-7880P__________________722511 O/B______________ID=7_____11__________________
           HD       IBM____________________________DFHS_______________________MIAG3B46894_____________ID=0_________________________
           HD       IBM____________________________DFHS_______________________MIAG3B35970_____________ID=1_________________________
           HD       IBM____________________________DFHS_______________________MIAG3B32873_____________ID=3_________________________
           FD       Mitsumi_____(1.44)_____________D359T5_____________________3553179___________________________6__________________
           FD       Panasonic(1.2)_________________JU-475-5-A67_______________00132626_____________________________________________
           TD       Tandberg_______________________TDC-4222___________________42205281________________ID=2_________________________
           SL1      Digi Host Ad.__________________IP-________________________09515816______________________________F0000000_______
           SL1      Digi Conc______________________IP- 50000585-01____________SE7700798____________________________________________
           X25      SWG____________________________SGX______________________________________________________________DO000__________
           X25      SWG____________________________SGX-Daughter____________________________________________________________________
           PRN      Epson__________________________LP-870_____________________40Ul134522_______________________7___________________
           NET      RACAL__________________________InterLan T2________________0207011BBC1E_____________________9___________________
           SER      ACER____________________________Built-in COM 1_______________COM 2_______________4/3____3f8/2f8________________
           CD       SONY___________________________CDU765_____________________5096166_________________ID-5_________________________
           DIA      AVAS__Ver 2.50_________________D/21D______________________CG030890_________________________5____D2000__________
           P/S      DELTA__________________________DPS-350EB__________________42613001347__________________________________________

         I/P ADDRESS= 193.1.94.50 aidcpri aidcpri.aidc.com
         MEMORY=    32 MB
         SPEED=     166 MHZ

</TABLE>


<PAGE>

<TABLE>
<CAPTION>


    SOFTWARE: Primary System

          Key                   Make                   Serial #                   Activation Key #
          ---                   ----                   --------                   ----------------
<S>                             <C>                    <C>                        <C>
                                SCO UNIX sysV          2DH030846                  etppl4df

            B                   SCO PoXPro             Version 2.6
            NAMS                ATC NAMS II
            TERM                Century                CSU151377                  bbaammph
                                NETCOM II              net26106                   X21f4ceff      Ver. 4.5.3a

           Key       Make                            Model #                    Serial                 I/O    IRQ   ADDR        STK
           ---       ----                            -------                    ------                 ---    ----  -----       ---

           PC        ACER                           F520 HB_____________________1900027152_________________________________________
           KB        ACER                           6311-K______________________K63661001190_______________________________________
           MON       ACER                           7134T_______________________M3TP63201025_______________________________________
           VC                                       ____________________________0167823____________________________________________
           HDC       Adaptec                        ____________________________O/B________________________________________________
           HD        LBM                            DORS-32160__________________11S46H6072Z1M002T0935_______________id=O___________
           FD               (1.44)                  D359T5______________________3546876____________________________________________
           FD                    (1.2)              F833B_______________________346506_____________________________________________
           TD                                       ____________________________42212493___________________________________________
           X25       SWG                            ____8GX_____________________011151_________________________15___D0000__________
           NET       RACAL PCI                      ____________________________0207011BEA64___________________10__________________
           SER       ACER                           ____________________________O/B COM 1 /COM 2_______________4/3_________________

         I/P ADDRESS= 193.1.94.60
         MEMORY= 16 MB

         SOFTWARE:

          Key                   Make                   Serial #                   Activation Key #
          ---                   ----                   --------                   ----------------

         OS                     SCO UNIX sysV          2DH030858                  arbvbtwh
         NAMS                   ATC NAMS II
         TERM                   Century                CSU150065U3                lpomflii


</TABLE>


<PAGE>



EQUIPMENT LIST #TFG.96152                                    DATED: July 23,1996

COMPANY:                   Athena International Ltd. Liability Co.
                           dba Athena International, LLC
SITE LOCATION: Denver, Colorado
ADDITION:      II

<TABLE>
<CAPTION>

PART NO./DESCRIPTION                                                   QUANTITY                         AMOUNT
<S>                                                                     <C>                             <C>
    SS-C
1152 PORT ADDITION PER  DCO-681024,  ISSUE 3, DATED  02/26/96 AND CCS7 LINK PAIR
SOFTWARE 003069 (S.O.#069395) AS FOLLOWS:

        MATERIAL                                                                 1                                     LOT
$123,857.00
        INSTALLATION
10,500.00
        SOFTWARE
14,450.00
        FREIGHT
529. 10

Third Party Vendor - Tele-Flex Systems

EQUIPMENT AS FOLLOWS:                                                           1 LOT                            15,180.00
6606 1.96 DISK DRIVE, S/N'S CA2C12A/BA2C12A,
AA2C12A                                                                         3
6523 DEVICE CONTROLLER, S/N DA2C12A                                             1

                                                                       TOTAL                            $
164,516. 10

</TABLE>



TFCLA20-1-6-WPT


<PAGE>


<TABLE>
<CAPTION>

<S>                                                                            <C>                                            <C>
AR. -20' 96(WED) 13:03                                                          TEL:01                                        P. 005

           SIE M E N S                                                                 Proposal No.:DCO-681024
                                                                                 -           Issue. No.: 3
 ..                                                                               ..
           Stromberg-Carlson                                                                       Date: February 26, 1996


         Installation Site: Denver, CO

           PART NUMBER                      DESCRIPTION                                                            QTY
                                                                                 ITEM 01

                   817577-900                 DTF Frame Assembly                                                     1
                   817577-901                 DS-1 Host CUA                                                          6
                   817577-902                 DS-1Basic PWBAs                                                        6
                   817560-626                 T-1 Interface PWBA                                                    48
                   207600-225                 DTF Frame Package                                                     1.
                   207600-721                 Card Guide                                                             6
                   207800-079                 Front Door Mounting                                                    1
                  .207800-080                 Rear Door Mounting                                                     !
                   207600-158                 Right Door                                                             2
                   207600-159                 Left Door                                                              2
                   827577-924                 Base Mount Blower Assembly                                             1

                                              LTF-O1
                   814574-992                 Universal Service CUA                                                  3
                   814574-995                 Basic PWBAs                                                            3
                   814571-686                 Digital TMF Receiver PWBA                                             14
                   814572-576                 Digital TMF Sender PWBA                                                3
                   814695-556                 Digital DTMF Sender PWBA                                               3
                   814643-596                 Digital DTMF Receiver PWBA                        o                   13

                                              CMF
                   814095-616                 Service Group Diag PWBA~                                               1
                   822003-596                 1024 Port TSI PWBA                                                     4
                   822002-526                 TSI/PGH Interface PWBA                                                 4


                                                                             -1-
                 681024C0

</TABLE>



<PAGE>

<TABLE>
<CAPTION>

<S>                                                                             <C>                                            <C>
MAR. 20 96(WED) 13:04                                                           TEL:01                                         P 006

                     S I EM E N S                                                         Proposal No.: DCO=681024
                                                                                 "            Issue No.: 3
,                                                                                ' .
                   Stromberg-Carlson                                                               Date: February 26, 1996

              Installation Site: Denver, CO

           PART NUMBER                        DESCRIPTION

                                                  ITEM 01 (Cont.)

                                                     (Cont.)
                    207800-482           - .TSI/PGHGP Cable
                    822005-546                TPP O PWBA                                                             2
                    822006-576                TPP 1 PWBA                                                             2
                    822017-566                TPP 2 PWBA                                                             2
                    822068-810                Diag Grading Panel CCS-01                                              1

                    817576-938                circuit Breaker                                                          2

                                              Miscellaneous
             4-24419-0290                     DSX Panel, ADC DSX-DR 19                                                 2
             PJ716                            Bantem Patch Cord                                                        8
             DOC-ADD                          Additions Documentation                                                  1

                                                      ITEM 02

                                                Additional A-Links
                 003069                         CCS7 Line Pair Software

</TABLE>


                                       1






<PAGE>



Athena International, TBD
 ..
DCO-481238, 05/19/94, Issue 01

<TABLE>
<CAPTION>


                                       DESCRIPTION                                      QTY
<S>                                    <C>                                              <C>

ITEM 01
                    DIGITAL TRUNK INTERFACE FRAME, USED                 "

Digital Trunk Frame 1
                    CUA-Digital Trunk                                                      6
                    T1 Interface (Trk + Oper)                                             48
                    DTF CUA-Basic PWBA                                                     6
                    Rear Doors (HW=207600-471A)                                            1
                    Front Doors (HW=207600-160A)                                           1
                    Blower Assembly, Base Mtg.                                             1
                    PWBA Guides (1/CUA)                                                    6
                    Frame & Joining HW                                                     1
                    Structural Bracing                                                     1
                    Frame Package                                                          1
                    Terminal Block                                                         1

                    LINE/TRUNK FRAME, USED

                      Line Trunk Frame (Analog)                                            1
                      Supervisory Panel                                                    1
                      Term Assembly PWBA    !
                      CUA-LTF Line Group                                                   1
                      Basic PWBA for DAL CUA/Opt                                           1
                      Loop Trk, Reverse Battery                                            1
                      2W E&M Trunk                                                         2
                      Frame Package                                                        1
                      Terminal Block                                                       1
                      PWBA Guides (1/CUA)   4
                      Sender PWBA, TMF (Digital)                                           4
                      Receiver PWBA, DTMF (STD)                                          1 7
                      Receiver PWBA, DTMF (FOC)                                            0
                      Structural Bracing                                                   1
                      Receiver PWBA, TMF/EVACT                                           1 0
                      Sender PWBA, DTMF (Digital)                                          4
                      Rear Doors (HW=207600-471A)                                          1
                      Front Doors (HW=207600-160A)                                         1
                      CUA- Trunk Service Group                                             1
                      CUA-Service Group                                                    2
                      Basic PWBA for Service Circuit CUA                                   2
                      Basic PWBA for Analog CUA                                            1
                                     Page 1

</TABLE>


<PAGE>



Athena International, TBD
DCO-481238, 05/19/94, Issue 01                                   .-

<TABLE>
<CAPTION>


                                       DESCRIPTION                                     QTY
                    CONTROL & MAINTENANCE FRAME, NEW

                    <S>                                                                 <C>

                    CMF II                                                               1
                    Frame Weldment                                                       1
                    Power Supply Door                                                    1
                    Pkg. Assembly, Front Trim                                            1
                    Rear Door Mounting Hardware                                          1
                    Rear Trim Package                                                    1
                    Right Front Door                                                     1
                    Left Front Door                                                      1
    ..              Door Assembly Right Rear                                             1
                    Door Assembly Left Rear                                              1
                    Door Assembly Power Supply                                           1
                    Earthquake Cabinet Joining                                           1
                    Basic TSI/TPP                                                        1
                    PWBA, Timeslot Interchange                                           4
                    TSI PGH Interface Card                                               4
                    Basic CP PWBA                                                        1
                    MCG ll PWBA                                                          2
                    DLL II PWBA                                                          2
                    Cable Assembly, DLI II                                               1
                    PWBA, Feature Processor II                                           2
                    Cable Assembly, FP II                                                1
                    J Processor CP E/W 8 Mb Memory                                       2
                    SNC Clock                                                            1
                    DCO-E Interface                                                      1
                    PWBA SLU Panel                                                       6
                    Blank Panel Package Double                                           1
                    Basic MP PWBA                                                        1
                    PWBA, TMP                                                            1
                    Cable Assembly, TMP                                                  1
                    PWBA, Bus Multiplexer II                                             1
                    PWBA, Mass Storage Adapter                                           1
                    PWBA, J Processor with 2 MB Memory                                   1
                    PWBA (2W) PXAM II                                                    1
                    PWBA, Serial Line Unit                                               1
                    MG Basic PWBA MSS CUA                                                1
                    Tape Cartridge, MSS                                                  1
                    Head Cleaning Kit, MSS                                               1
                    Basic PWBA, Maintenance and TAS                                      6


</TABLE>

                                             Page 2



<PAGE>



(degree)(degree)

Athena International, TBD
DCO-481238, 05/19/94, Issue 01

<TABLE>
<CAPTION>



                                     DESCRIPTION..........................................QTY
                  <S>                                                                     <C>
                  PWBA TAS CONTROL           ..............................................
                                     ..................................................... 1
                  Diagnostic Grading Panel...........................................     .1
                  Release 12 Software.................................................     1

                  POWER, RINGING & TEST FRAME, USED

                  PRT 00 Frame & Power Dist.                                               1
                  100A Circuit Breaker Package                                             9
                  5A Circuit Breaker -AC                                                   1
                  7A Circuit Breaker -AC                                                   1
                  Ring Generator Cabinet                                                   1
                  Ring Generator- 20 Hz                                                    1
                  Ring Mux & Serializer PWBA                                               2
                  RM&M Optional Wiring                                                     1
                  Rear Doors (HW=207600-471A)                                              1
                  Front Doors (HW=207600-160A)                                             1
                  Cable Assembly                                                           1
                  Structural Bracing                                                       1

                  COMMON EQUIPMENT FRAME, USED

                  19" Relay Rack (DSX/Misc.)                                               1
                  Relay Rack Fuse Panel                         .                          1
                  Battery Discharge From-top 7'                                            1
                  Package Assembly I/O EMC Earthquake                                      1
                  Wall Mounted. Newton Term Block/Bar                                      2
                  Installation Material                                                    1
                  SCAT Package                                                             1
                  Structural Bracing                                                       1
                  Sup'str/Power & Intercom Cab.                                            1
                  Office Related Drawings                                                  3
                  Standard Documentation                                                   3
                  S/C Practices (SCPs)                                                     1

                  AUTOMATIC MESSAGE ACCOUNTING, USED

                  AMA Frame Top Entry Cable                                                1
                  AMA Basic PWBA                                                           1
                  Magnetic Tapes                                                           1
                  1600 BPI Tape Drives                                                     2


</TABLE>

<PAGE>



           Athena International, TBD
           DCO-481238, 05/19/94, Issue 01

<TABLE>
<CAPTION>

                                                DESCRIPTION                                      QTY
                              <S>                                                                <C>
                              1600 BPI Strapping                                                     1
                              1600 BPi Software I/F                                                  1
                              Rear Doors                                                             1
                              Structural Bracing                                                     1

                          MISCELLANEOUS HARDWARE, USED


                                300/1200 Baud Modem                                                  1
                                Cook NT5M Digital Announcer                                          1
                                Structural Bracing Mod Grp                                           4
                                Genicom 2120 Prntr DC                                                1
                                DEC VT 320 CA CRT 1
                                DC-AC 200 VA Invert                                                  1
-                               DSX PnI-ADC DSX-DR19 W/CORDS                                         4
                                ADC 2200B Test Access                                                1


                              POWER EQUIPMENT, USED

Batt Charger 100 Amp./50V 1 Ph                                                                       2
                              Charger Rack Mtg. Assembly 7'                                          1
                              Battery Rack-With Bracing                                              1
                              Exide DD Battery 700 AH                                                1

                              SPARE PARTS, USED

                              Common Control Spares                                                  1
                              Basic LTF Spare Parts                                                  1
                              DTF PWBA Cluster Spare                                                 1
                              Basic DTF Spare Parts                                                  1
                              AMA Spare Parts                                                        1

                              CMF 11 Spares, NEW

PWBA, Tape Drive                                                                                     1
                                PWBA, 91 MB Disk Drive                                               1
                                PWBA, Power and Alarm                                                1
                                PWBA, Master Clock Osc                                               1
                                PWBA, Power Monitor                                                  1
                                PWBA, MCG II                                                         1
                                PWBA, Master Clock Dist II                                           1
                                PWBA, DLI II                                                         1
                                PWBA,TB I                                                            1

</TABLE>

                                                       Page 4



<PAGE>



Athena International, TBD
DCO-481238, 05/19/94, Issue 01


<TABLE>
<CAPTION>

                                     DESCRIPTION                                         QTY
                    <S>                                                                  <C>
                    PWBA, MSA/SL                                                           1
                    PWBA, Data Link III                                                    1
                    Traffic Measure Processor                                              1
                    PWBA, J Processor with 2 MB Memory                                     1
                    PWBA, Feature Processor II

                  SOFTWARE FEATURES


                  Software Generic Release 12.1                                          1
                  No. of NXX Ofc. Codes                                                512
                  Split Authorization Codes                                              1
                  Hot Line Routing                                                       1
                  Fraud Detection-Pattern Recog.                                         1
                  Trunk Queuing with Override                                            1
                  DAL Directory No. Tables                                               1
                  Intercept to Announcer                                                 1
                  Tape to Tape Transfer                                                  1
                  Time Altered Least Cost Rtg                                            1
                  INWATS AC on FGB Circuits                                              1
                  Enhanced Fraud Detection                                               1
                  FGC Outgoing Operation                                                 1
                  Digital Pad Control                                                    1
                  Auth. Code Sending on FGA                                              1
                  Concurrent AMA\DLI                                                     1
                  Shared Project Codes                                                   1
                  FOC By Trunk Group                                                     1
                  0+ Service Enhancement                                                 1
                  User Alert Trace                                                       1
                  Call in Progress Trace                                                 1
                  INWATS AC on FGB Circuits                                              1
                  I/F to Smart Operator Pos.                                             1
                  Digital I/F to Remote Oper.                                            1
                  Inter-Operator Transfer                                                1
                  $CODE Overlay                                                          1
                  Automatic Trunk Re-Attempt                                             1
                  Custom Int'cpt Announcement                                            1
                  Alarm Send                                                             1
                  Speed Call-No. Pub 7/10D                                           10000
                  Speed Call - Private Lists                                          1 00
                  No. of Codes-Private                                                2400
                  Authorization Codes-Qt.                                            27000
                  Traffic Measurement Enhanced                                           1


</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                                                                                 Athena International, TBD
                                                                                 DCO-481238, 05/19/94, Issue 01


           ..............                         DESCRIPTION......................                QTY
                         <S>                                                                       <C>
           ..............Multitasking Ports       .................................
                                                                                                     7            :.
               -                Selective Number B locking                                           1
                                AMA - Tape Operation                                                 1
                                AMA - DLI I/F w Vendor Sys                                           1
                                Enhanced Partitioning                                                1
                              Interim 800 Service/10d Trnsltn                                    20000
                              Interface to Vendor CODC                                               1
                              Credit Card Special Dialing                                            1
                              Enhanced VACT Supervision                                              1
                              ANI Code Validation - 15 NPAs                                        1 5
                              Validated Project Code Size                                            4
                .-            Flat Rate Features                                                     1
                              Operator Flag Digits                                                   1
-                             ANI Sending on FGD Trunk                                               1
                              Enhanced 800 INWATS Service                                            1


</TABLE>


                                       I

                                                     Page 6


<PAGE>


<TABLE>
<CAPTION>


             Athena International, TBD
             DC0-481238, 05/19/94, Issue 01

                                                   DESCRIPTION                                       QTY

                <S>             <C>                                                                  <C>
                ITEM 02         SS7 HARDWARE & SOFTWARE

                                Signaling System Controller                                            2
                                Communication Link Controller                                          2
                                Continuity Test PWBA                                                   3
                                Data Link III                                                          2
                                SS-7 Software                                                          1
                                Miscellaneous cables
                                Link Pair Software

                 ITEM 02A       SS7 SPARES

                                Signaling System Controller PWBA                                      1
                                Communication Link Controller PWBA                                    1

</TABLE>

                                                          Page 7


<PAGE>


<TABLE>
<CAPTION>

  -                           ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC.
                                                   SITE: LOS ANGELES, CALIFORNIA

                                                     LEASE PAYMENTS
                                                                                                     %
                      ADDENDUM TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
                                    TELECOMMUNICATIONS FINANCE GROUP AND
              ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL LLC

<S>                                                                                  <C>                        <C>
EFFECTIVE JUNE 1, 1997 (60 MONTHLY LEASE PAYMENTS)
         ORIGINAL VALUE OF EQUIPMENT                                                 $370,908.98
         RATE FACTOR PER $1,000                                                      $21.993
                  ORIGINAL MONTHLY LEASE PAYMENT                                                                 $8,I57.40

EF'FECTIVE JULY 1, 1997 (59 MONTHLY-LEASE PAYMENTS REMAINING)
           ADDITION l                                                                $298,421.49
           RATE FACTOR PER. $1,000                                                   $21.771
           ADDITION I MONTHLY LEASE PAYMENT                                          $ 6,496.93
                  TOTAL MONTHLY LEASE PAYMENT                                                                   $14.654.33

EFFECTIVE OCTOBER 1, 1997 (56 MONTHLY LEASE PAYMENTS REMAINING)
         ADDITION II                                                                 $185.473.75
         RATE FACTOR PER $1,000                                                      $22.664
         ADDITION II MONTHLY LEASE PAYMENT                                           S 4203.58
                  TOTAL MONTHLY LEASE PAYMENT
$18,857.91
EFFECTIVE DECEMBER 2, 1997  LEASE TERM IS  EXTENDED FROM 60 TO 63 MONTHS:
EFFECTIVE JANUARY 1, 1998 (56 MONTHLY LEASE PAYMENTS REMAINING)
         ADDITION III                                                                   $ 22.777.76
         LEASE PAYMENTS ARE AS FOLLOWS:
         01/01/98-03/01/98                  $ -O-
'.
         04/01/98 - 08/01/2002              $19,401.61

TOTAL VALUE OF EQUIPMENT                                                                $877.581.98

SUMMARY OF TOTAL LEASE PAYNLENTS:
l @ $ 8,157.40 = $ 8,157.40
3 @ $14,654.33 = $ 43,962.99
3 @ $18.857.91 = $ 56,573.73
3 @ $ -0- = $    -0-
53 @ $19,401.61 =$1,028,285.33..
63                 $1,136,979.45
                                    ACCEPTED BY:
                                    DATE: MARCH

</TABLE>


TFGLA206-6.WPT
<PAGE>

           AMENDMENT TO LEASE AGREEMENT DATED October 31, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
               FOR EQUIPMENT INSTALLED IN LOS ANGELES, CALIFORNIA


Effective  December 2, 1997, the following  sections of said Lease Agreement are
amended as follows:

1.       Section 3:
         The term of the lease  changed from sixty,  (60) months to  sixty-three
         (63) months.

2.       Section 5(a):

         The  number  of  consecutive  monthly  installments  of  rent  for  the
         Equipment  is  changed  from  sixty (60)  months to sixty  -three  (63)
         months.

TELECOMMUNICATIONS FINANCE GROUP               ATHENA INTERNATIONAL
                                                LTD. LIABILITY CO.
                                               DBA ATHENA INTERNATIONAL, LLC

By:                                            By: /s/ KEVIN H. POLLARD
  ------------------------------                  -----------------------------

                                                   PRESIDENT & CEO
--------------------------------               --------------------------------
  Authorized Representative                            (Name & Title)

Date Signed:                                   Date Signed: MARCH 2, 1998
           ---------------------                          ---------------------


<PAGE>


                             SCHEDULE 1 OF EXHIBIT A
                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

The items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as of October  31,  1996  between  TELECOMMUNICATIONS  FINANCE  GROUP,  as
Lessor, and ATHENA  INTERNATIONAL  LTD. LIABILITY CO. DBA ATHENA  INTERNATIONAL,
LLC, as Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>
Equipment List
Number                     Description                                     Amount
--------------             ------------                                    ------
<S>                        <C>                                            <C>
DCO-681161                 USED 1152 PORT EQUIPPED AND WIRED              $368,950.00
                           RELEASE 12.1; BASIC SS-7 WITH 800
                           PORTABILITY; SS-7 SPARES; POWER SYSTEM;
                           UPGRADE TO RELEASE 14.0; DE-INSTALL AT
                           CALGARY, PACK; RGL EXPANSION
                           INCLUDING INSTALLATION
                           FREIGHT                                           1,958.98

TFG-97245                  ADDITION I                                      298,421.49

TFG-97278                  ADDITION II                                     185,473.75

TFG-98016                  ADDITION III                                     22,777.76
                                                                           ----------
                                               TOTAL                      $877,581.98
                                               =====                      ===========
</TABLE>

The above described equipment installed at:

800 West Sixth Street, Los Angeles, California 90017

                                          ACCEPTED BY: /s/ KEVIN H. POLLARD
                                                       ------------------------
                                          DATE:     March 2, 1998
                                               --------------------------------

                                               Dated:          October 31, 1996
                                               Revised:        June 2, 1997
                                               Revised:        August 29, 1997
                                               Revised:        February 26, 1998


<PAGE>


EQUIPMENT LIST # TFG-98016                             DATED: February 26, 1998

COMPANY:  ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES. CALIFORNIA
ADDITION:      III

<TABLE>
<CAPTION>
PART NO/DESCRIPTION                                  QUANTITY           AMOUNT
-------------------                                  --------           ------
<S>                                                  <C>               <C>
      STN

RESTRUCTURE CHARGES                                                   $22,777.76
                                                                      ----------
                                              TOTAL                    22,777.76
                                              =====                   ==========
</TABLE>


<PAGE>


EQUIPMENT LIST # TFG-97278                               DATED: August 29, 1997

COMPANY:  ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION:      II

<TABLE>
<CAPTION>
PART NO/DESCRIPTION                                  QUANTITY           AMOUNT
-------------------                                  --------           ------
<S>                                                  <C>               <C>
    SSC

DTF-02 960 PORT ADDITION WITH ISDN,
PER  DCO.710014, ISSUE 2, DATED  06/24/97;
ISDN TRANSPORT SOFTWARE; SERVICE
CUA WITH BASI'S; ISDN SPARE PWBAS;
DIU PWBA (2) INCLUDING INSTALLATION
(S.O.#071568) AS FOLLOWS:

       MATERIAL                                       1 LOT           89,242.00
       SOFTWARE                                       1 LOT           10,000.00
       INSTALLATION                                                   11,340.00
       FREIGHT                                                         3,774.75

REAL TIME ANI FEATURE #823435 (S.0. #071804)
AS FOLLOWS:
       SOFTWARE RTU                                   1 LOT            26,667.00

ONE PAIR OF A. LINKS FEATURE #003069
(S.O.#072727) AS FOLLOWS:
         SOFTWARE                                     1 LOT             6,895.00
         SCAT                                                             330.00

RELEASE 15.0 UPGRADE PER DCO-710024,
ISSUE 1, DATED 04/08/97 (S.O.#072810)
AS FOLLOWS:
         MATERIAL                                     1 LOT            25,000.00
         INSTALLATION                                                   5,000.00

ONE A LINK PAIR (S.O.#073211) AS FOLLOWS:
         SOFTWARE                                     1 LOT             6,895.00
         SCAT                                                             330.00
                                                                     -----------
                                                  TOTAL              $185,473.75
                                                  =====              ===========
</TABLE>


<PAGE>

SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                 QTY
-----------            -----------                                 ---
<S>                   <C>                                         <C>
                               ITEM 01

                       CMF-00 CCS-02
                       -------------
822068-812             Diag. Grading Panel                           1
822003.596A            PWBA, (2W) SI HDI                             4
822002.526             PWBA, TSI PGH I/F                             4
207800.482             Cable Assembly (TSI/PGH)                      4
522005.546A            PWBA, (2W)TPPO HOl                            2
822006-566A            PWBA, TPP1                                    2
822017-555A            FWBA, TPP2                                    2

                       DTF-02
                       ------
817577SO0A             MG Basic DTF Assembly
817577.901A            MG, DS1 Hos1 CUA                              5
817577-902A            MG, Basics PVVBAS DS1 CUA                     5
207600-225A            Frame Weldment                                1
207800-079A            Pkg Assy Front Door Mtg Hardware              1
207800-080A            Pkg Assy Rear Door Mtg Hardware               1
207600.158A            Door Assembly, Right IIO                      2
207600-159A            Door Assembly, Left IIO                       2
817577-92D             Cable Tie Assy                                6
817560-626A            PWBA, (2VV) TIF                              40
817577-917A            MF Fan Assy w/Alarm                           1
</TABLE>


<PAGE>


SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                 QTY
-----------            -----------                                 ---
<S>                   <C>                                         <C>
                             ITEM 01 (Cont.)

                       OTF-02 (Cont.)
                       ------
817743-518             CUA, DIU                                      1
207800-539             Package Assy, DIU Mtg                         1
817564-048             PWBA (2W) DS-1 Power Supply                   2
817744-026             PWBA Div Terminator                           2
207630-042             Shield Assembly                               1
817742-536             PWBA (2W) DIU                                 2

                       PRT-00
                       ------
817576-938             Mod Group, Circuit Breaker                    2

                       Miscellaneous

DSX-DR19               Cross Connect Panel                           2
DOC-ADD                Additions Documentation                       1

                            ITEM 01A

                       ISDN Transport
                       --------------
827010                 ISDN Transport                                1
</TABLE>


<PAGE>

SIEMEN
STROMBERG, CARLSON

INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
PART NUMBER            DESCRIPTION                                 QTY
-----------            -----------                                 ---
<S>                   <C>                                         <C>
                              ITEM 02
                       LTR-00  MG
                       ----------
814574-992             MG Service Circuit CUA                       1
814574.-995            PWBA Mod Group Basic PWBA                    1
207800-720             PWBA Guide                                   1
814742-536             PWBA, DTMF Rec                               5
814742-575             PWBA. (1W) DTMF Rec Foc                      3
814571-766             FW8A (1W) Receive:/NACT/EVACT TMF Rec        3
814695-556             PWBA (1W) DTMF Dig. Sender                   2
814572.575             PWBA (1W) DIG Sender TMF                     2
</TABLE>

NOTE: Requirements for additional  Service  Circuits are based upon SS7 usage in
      the office. This CUA could mount in LTF,00 CUA posn. 01

                              ITEM 03
<TABLE>
<CAPTION>
                       ISDN Soare-PWBAS
                       ----------------
<S>                    <C>                                        <C>
817564.046             PWBA (2W) DS-1 Power Supply                 1
817744-025             PWBA, Div Terminator                        1
207830-042             Shield Assembly                             1

                               ITEM 04

                       ISDN PWBA
                       ---------
817742-536             PWBA (2W) DIU                               1
</TABLE>


<PAGE>


EQUIPMENT LIST # TFG-97245                         DATED: June 2, 1997
COMPANY:  ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
SITE LOCATION: LOS ANGELES, CALIFORNIA
ADDITION:      I

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                          QUANTITY                   AMOUNT
--------------------                          --------                   ------
<S>                                           <C>                        <C>
         SS-C
A  FULLY  EQUIPPED  DTF-02  FRAME
(1152 PORTS) PER  DCO.681162,  ISSUE
1, DATED 09/17/96 (S.O.#071175) AS
FOLLOWS:
    MATERIAL                                    1 LOT                  $72,307.00
    INSTALLATION                                                        10,200.00
    FREIGHT                                                                 24.05
765 AMP HOUR  BATTERY PART  #4-DAV85-19
WITH 1200 AMP HOUR CHARGER PER DCO-
710000, ISSUE 01, DATED 10/28/96;  2 EJH
PROCESSORS;  1 SPARE EJH PROCESSOR;
200 AMP  DISTRIBUTION  PANEL  WITH BUS
BAR,  CABLES  AND 10-10 AMP  BREAKERS
(S.O.#071800) AS FOLLOWS:
     MATERIAL                                   1 LOT                   52,773.00
     INSTALLATION                                                       12,200.00
     FREIGHT                                                               895.48
A HENDRY FUSE PANEL PER DCO-710009,
ISSUE 02, DATED 12/06/96 (S.O.#071983)
AS FOLLOWS:
     MATERIAL                                   1 LOT                    1,732.00
     INSTALLATION                                                        2,200.00
     FREIGHT                                                                78.50
     THIRD PARTY VENDOR- ACTION TELCOM
PRIMARY SYSTEM; SECONDARY SYSTEM; AVAS
SYSTEM; TCP/P PACKAGE; NETPLAN PACKAGE;
REMOTE COMMUNICATIONS PACKAGE; BASIC
AGGRAGATOR PACKAGE; INSTALLATION;
TRAINING (SEE ATTACHED EQUIPMENT LIST)          1 LOT                  111,650.00
     THIRD PARTY VENDOR - TELLABS
81.2571/32MS T1 ECHO CANCELLER                  8                       17,655.00
FREIGHT                                                                      8.58
81.0257D/23" ECHO CANC MTG ASSY                 1                          836.00
FREIGHT                                                                     11.88
         THIRD PARTY VENDOR. TTC
EQUIPMENT AS FOLLOWS:                           1 LOT                   15,807.00
CENTRAL OFFICE TESTING PKG, S/N 10347           1
RACK MOUNT, 19", 1402                           1
RACK MOUNT ( 19") FOR 41934                     1
CABLE. BANTAM TO BANTAM 10'                     4
FREIGHT                                                                     43.00
                                                                            -----
                                    TOTAL                             $298,421.49
                                    =====                             ===========
</TABLE>

<PAGE>


SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                              QTY
-----------                 -----------                              ---
<S>                        <C>                                      <C>
                                     ITEM 01

                            DTF-01
                            ------
817577-900                  Frame M/G                                  1
817577-901                  MG, DS-1 Host CUA                          6
817557-902                  MG, DS-1 Basic PVVBA's                     6
207600-225                  Frame Weldment                             1
207800-079                  Package Assembly Front Door Mtg Hdw        1
207800-080                  Package Assembly Rear Door Mtg Hdw         1
207600-158                  Door Assembly, Right I/O                   2
207600-159                  Door Assembly, Left I/O                    2
207600-721                  PVVBA Guide                                6
817560-606                  PWBA, T1 Interface                        48
817577-917                  MG Blower w/Fan Alarm, Base                1

                            CMF-00, CCS-01
                            --------------
822068-811                  Diag. Grading Panel                        1
822003-596A                 PVVBA, (2W) TSI HDI                        4
822002-526                  PVVBA, TSI PGH I/F                         4
207800-482                  Cable Assembly (TSI/PGH)                   4
822005-546A                 PWBA, (2W) TPP0 HDI                       20
822006-566A                 PVVBA, TPP1 (For Addition)                 2
822017-556A                 PWBA, TPP2 (For Addition)                  2
</TABLE>

                                       1


<PAGE>


SIEMENS
STROMBERG, CARLSON

INSTALLATION SITE: LOS ANGELES, CA

<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                              QTY
-----------                 -----------                              ---
<S>                        <C>                                      <C>
                                  ITEM 01 ( Cont.)

                            PRT-00
                            ------
817576-938                  Mod Group, Circuit Breaker                2

                            Miscellaneous
                            -------------
DSX-DR19                    Cross Connect Panel                       2
DOC-ADD                     Additions Documentation                   1
</TABLE>


                                       2


<PAGE>

SIEMENS
STROMBERG-CARLSON

INSTALLATION SITE: LOS ANGELES, CA

                                                             ITEM 01
<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                              QTY
-----------                 -----------                              ---
<S>                        <C>                                      <C>
                            Miscellaneous
                            -------------
203352-600                  OEM Equipment, Fuse Panel                  1
020785-086                  100' Red Power Cable                       1
020785-065                  100' Black Power Cable                     1

                            Documentation
                            -------------
DOC-ADD                     Additions Documentation                    1
</TABLE>


NOTE: The ADC Cross Connect  Panel and Hendry Fuse Panel must be ordered for 23'
      mounting.




                                       2

<PAGE>


--------------------------------------------------------------------------------
              EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE
--------------------------------------------------------------------------------

CUSTOMER: ATHENA                                       PROJECT CODE: 9205

BUSINESS OFFICE ADDRESS:

BUSINESS OFFICE PHONE#: VOICE: (   )                 FAX: (   )

SITE LOCATION: Los Angeles

SITE ADDRESS: 800 W. 11th St. Ste 380, Los Angeles, CA, 10017

SITE PHONE#: VOICE: (213)622-4977 FAX: (   )           NAMS: (   )

SWITCH TECH: Wayne Carey

SYSTEM NAME:

PURCHASE DATE:     STARTUP DATE:                 WARRANTY END DATE:

PRIMARY SYSTEM EQUIPMENT:    Name:                    Password:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------
Key   Make               Model             Serial #           I/O        IRQ     ADDR    STKI
---------------------------------------------------------------------------------------------
<S>   <C>               <C>                <C>               <C>         <C>     <C>     <C>
PC    ACER 9000          P/N 91AA984003    1900047309
KB    ACER PS2           6311-k            K6367171828P
MON   ACER 34T UVGA      71~4T             M3TP64711536
VC    AII  Built-In      MacH64            215CT22200                      9
HDC   Adaptec Built-In   AIC-7880P         722511             8400        11
HDC   MYLEX              DAC960PL          982139             8000        10     PCISLOT-1
HD    IBM 4gig Channel-1 74G7005           M1AG3B59925        mdac id=0          Tray-l-F/W~
HD    IBM4gig Channel-2~ DCAS-34330        B3A14326           mdacZid=0          Tray-5-F/W-
HD    IBM4gig Ch~nel-2-  DCAS-34330        B3A14421           mdac-id=l          Tray-6F/W
FD    Mitsumi    (1.44)  D359T5            3542754            3f2    6
TD    Tandberg           TDC-4222          42223862.          alad  2,           5-gig
SL1   Digi Host Ad.                        09527155                              F0000000
SL1   Digi Conc.         (1P)50000585      (S)E7702756        16-port            DB-25
X25   SWG                SGX               011311             300         15     D0000
PRN   Epson              LP-870            40Ul119747         3bc          7     /dev/lpo
NET   3COM               3C590             6GP14D256E         7000        14     PCISLOT-3-
SER   ACER               Built In                com          3f8          4
SER   ACER               Built In                com2.        3be          3
CD    NEC                CDR-222           5Z000214322        mdac      id=5
DIA   AVAS               D/21D             CG030890                        5     D2000
P/S   DELTA              DPS-350EB         Y2613001392                           352-watts
</TABLE>

I/P   ADDRESS= 206.142.142.97
MEMORY- 64 meg
SPEED= 166 mhz

<PAGE>
<TABLE>
<CAPTION>
SOFTWARE:
-----------------------------------------------------------------------------------------------
 Key    Make                      License       License    License            Registration
                                  Number        Code       Data               Key
-----------------------------------------------------------------------------------------------
<S>     <C>                      <C>           <C>         <C>               <C>
OS      SCO OpenServer            2DL091048     qwncovwn                      ezwzckaosk
        Enterprise Sys
-----------------------------------------------------------------------------------------------
OS      SCO Advanced              2DL090568     qonorjmn   k0;u1;mpyb07k;     hhosbhoebh
        File & Print
-----------------------------------------------------------------------------------------------
OS      SCO OpenServer            2DL083104     qbwdzhfc   g0;k;u10;msmlf48   ezwzckaosk
        User License
-----------------------------------------------------------------------------------------------
</TABLE>
SOFTWARE:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Key     Make                      Serial #      Activation Key #           Version
-----------------------------------------------------------------------------------------------
<S>     <C>                      <C>           <C>                        <C>
NAMSI   ATC NAMS II
X25     Netcom II                 net26414      D094339ff                  4.5.4
COMM    Term                      CSU152134U3   gbldbich                   6.2
DB      Foxpro                                                             2.60
-----------------------------------------------------------------------------------------------
</TABLE>

SECONDARY SYSTEM EQUIPMENT: Name:          Password:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Key   Make                      Model #               Serial #          I/O    IRQ  ADDR    STK
-----------------------------------------------------------------------------------------------
<S>   <C>                      <C>                   <C>               <C>    <C>   <C>     <C>
PC    ACER                      2133                  1900054811
KB    ACER                      6311-K                K6367031462P
MON   ACER                      7134T                 M3TP64712500
VC                              Built In
HDC   Adaptec                   Built In                                7400   11
IBM   2-gig                     DAC32160              11546H6125Z1M000001585        id=O
FD    Mitsumi (1.44)            D359T5                6K17MT0652        3f2     6
TD    Tandberg                  4220                  4226686
X25   SWG                       SGX                   D01307            300    15   D0000
NET   3COM                      3C590                 6GF1657997        7000   14
PRN                                                                             7  /dev/lp0
SER   ACER                      Built In                      coml      3f8     4
SER   ACER                      Built In                      com2      2f8     3
</TABLE>

I/P ADDRESS= 206,142,142,96
MEMORY= 16 meg.....
SPEED= 133 mhz

SOFTWARE:
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------
Key    Make           License         License          License                    Registration
                      Number          Code             Data                       Key
-----------------------------------------------------------------------------------------------
<S>    <C>           <C>              <C>             <C>                        <C>
OS     SCO OpenServer 2DL08564        kybwynit                                    xzxzeqhghj
       Enterprise Sys
-----------------------------------------------------------------------------------------------
OS     SCO Advanced   2DL085160       gwrqfqor         k0;u1;mp8anw4              gttttqqobj
       File & Print
-----------------------------------------------------------------------------------------------
0S     SCO Openserver 2DL089298       qbwdzhkx         g0;k;u10;m14pzdk           qbhqqaakjj
       User License
-----------------------------------------------------------------------------------------------
      SOFTWARE:
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
 Key    Make              Serial #         Activation Key #          Version
-------------------------------------------------------------------------------
<S>     <C>               <C>             <C>                       <C>
NAMS   ATC NAMS II
X25    Netcom II          net26410         n901208fc                 4.5.4
COMM   Term               CSU151463U3      hehJak                    6.2
</TABLE>

COMMUNICATIONS EQUIPMENT:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
 Key   Make                Model #                   Serial #
-------------------------------------------------------------------------------
<S>    <C>                 <C>                      <C>
DSU    DDC                 VRT-1 (Stat-Mux)          628439 (switch)
DSU    DDC                 VRT-1 (Stat-Mux)          628444 (billing office)

EASY   BRIDGE              3000                      9604AF6222 (switch)
EASY   BRIDGE              3000                      9606AF7075 (billing office)

Modem  Multitec            MT1932zDX (Primary)       4797703
Modem  Multitec            MT1932ZDX (Secondary)     4724938
</TABLE>


<PAGE>

SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01

<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>
                           Switching Equipment

                           Line Trunk Frame (LTF)
OCCSLTFFRM                 Line Trunk Frame                          1
814742-566                 Diagnostic Test Gen/Monitor               1
LTFDOORS                   LTF Doors, Front & Rear                   1
LINGRPCUA                  Line Group CUA (LTF)                      1
SLTFUTSCUA                 Trk/Svc Ckt CUA Grp                       1
SLTFUSCUA                  Svc Ckt CUA Grp                           4
814571-706                 Digital TMF Rcv.(2/PWBA)                 19
814572-576                 Digital Sender (TMF/SATT)                 6
814695-556                 Digital DTMF Sender                       6
814643-596                 Digital DTMF Receiver                    23
814742-576                 (FOC) Digital DTMF Receiver               4
814574-936                 2-Wire E&M Trunk PWBA                     2
814574-932                 Loop Trunk, Reverse Batt PWBA             I

                           Digital Trunk Frame (DTF)
OCCSDTFFP                  Digital Trunk Frame                       1
DTFDOORS                   DTF Doors, Front & Rear                   1
SDS1HSTCUA                 DS1 Host Ckt CUA                          6
817560-626A                T1 Interface PWBA                        48
817577-917A                Blower Assembly w/fan Alarm               1
</TABLE>


681161CA/1:09/17/96                    1

<PAGE>



SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01


<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>
                           Switching Equipment

                           Control & Maintenance Frame (CMF)
SCMFOCC12.1                Control & Maint Frame OCC 12.1             1
   CMFDOORS                CMF Doors, Front & Rear                    1
 822068-819                DLI Transfer                               1
 814635-086                PWBA Ring (N+I)                            1
 814721-666                Serial Line Unit PVVBA                     1
 822010-676                Disk Drive Assy                            2
 822010-656                Tape Drive                                 1
 817702-556                Traffic Measurement/Rec                    1
 817620-556                MSA PWBA                                   1
 814727-626                J2 Maintenance Processor                   1
 822010-606                Power & Alarm PWBA                   :     1
817680-606A                BMUX PWBA                                  1
822222-606A                DM-11                                      1
   TSlPWB17                TSI PWBA                                  4.
822702-536A                PXAM II - 4MB                              2
822727-696A                J-Processor (8MB)                          2
 814770-656                PXA Memory PWBA 1/Mbyte                    1
 TPPOPVVB17                TPP PWBA (Sectors 0, 1)                    1
    OCCSNCS                Sync Network Clock (Slave)                 1
 822718-596                Feature Processor (PWBA)                   2
 814095-626                Service Group Diag PWBA                    1
</TABLE>


681161CA/1:09/17/96                     2


<PAGE>


SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>
                           Switching Equipment

                           Control & Maintenance Frame(CMF)(CONT)
OCCTAPE                    Tape Control PWBAs                          1
814722-216A                RS232 Interface Module                      7

                           Power & Test Frame (PRT)
SPRTFOCC12.1               Power Ringing & Tst Fr OCC12.1              1
    PRTDOORS               PRT Doors, Front & Rear                     1
  817576-938               Circuit Breaker 100 Amp                     7
  814475-036               Alarm Sender PWBA                           1
  817576-912               Basic Cabinets & MTG for N+I)               1
  814629-904               Ringing Generator (20 Hz)                   1
  817576-934               200VA DC/AC Non-Redund Invtr                1
  814215-820               Cook 4 Chan Announcer (NT5M)                1
  203352-581               4 Channel Announcer                         1

                           Automatic Message Accounting

SAMAFRM                    AMA Frame                                   1
AMADOORS                   AMA Doors Rear                              1
814421-908                 Cook 1600 BPI Tape Drives (2)               2
814421-909                 Cook 1600 BPI Strapping                     2
</TABLE>


681161CA/1:09/17/96                     3

<PAGE>

SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>
                           Switching Equipment

                           Miscellaneous

4-24419-0290               DSX PnI-ADC DSX-DR 19 w/cord               2
       PJ716               Bantam Patch Cord                          8
       2200B               Channel Access Unit                        1
  203352-645               9600 Full Duplex Modems                    1
  202975-592               7' x 19" Relay Rack                        1
  207800-284               Installation Material                      1
  200110-119               Fuse 1 1/3 amp                            20
  200110-129               Fuse 3 amp                                10
  200110-429               Fuse 10 amp                                5
  200110-139               Fuse 5 amp                                10
      SD0000               Std System Documentation                   1
       D0001               Specifications, Paper                      2
       D0002               Site Drawings, Paper                       2
  203352-600               Hendry Filtered Fuse Panel                 1
  207630-911               Modem Eliminator OCC                       2
  207630-901               PKG Assy/Modem Eliminator                  4
                           Superstructure & Cabling                   1

                           Battery Distribution Frame

  814053-043A              7ft Battery Discharge Frame                1
  207521-733               Shield                                     1
</TABLE>

681161CA/1:09/17/96                    4

<PAGE>



SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>

                          Switching Equipment

                          Power Equipment
                          Customer Supplied

                          Distribution Frame Equipment

  5065-8                  Term Blocks Newton 8 x 26                   4
  5054                    Newton Bracks (1 per 2 blks)                2

                          Maintenance & Administration Equipment

202958-464                Tape Cartridge                              1
203352-608                Arrow Tape Drive Cleaning Kit               1
203352-283                Genicom 2120 Keyboard/Printer               1
7271-964                  Box, Teleprinter Paper                      1
</TABLE>

681161CA/1:09/17/96                     5

<PAGE>



SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>
                           Spare Circuit Packs

  200110-099               Fuse 1/2 Amp                               1
  207630-042               Power Supply Shield                        1
  555020-125               Fuse, 3AG, 3A                              1
  555366-001               Switch, SPST                               1
  814288-526               Tape Diagnostic PWBA                       1
  814291-546               Tape Motion Cont. PWBA                     1
  814298-526               Tape Buffer PWBA                           1
  814439-056               PGC-1 PWBA                                 1
  814440-076               PGC-2 PWBA                                 1
  814441-056               MUX/DEMUX PWBA                             1
814462--036A               Power Supply PWBA                          1
 814463-026A               Power Supply PWBA                          1
  814539-026               CMOS Codec Comm. PWBA                      1
  814727-626               J2 Maintenance Processor                   1
  817113-086               Power Supply PWBA                          1
 817524-066A               LTC Interconnect PWBA                      1
 817560-626A               T1 Interface PWBA                          1
  817561-526               T1 I/F Control 1 PWBA                      1
  817562-566               T1 I/F Control 2 PWBA                      1
 817564-026A               Power Supply PWBA                          1
  817581-026               DS1 Terminator PWBA                        1
 817702-556A               TMRS Processor                             1
  822010-656               Tape Drive                                 1
</TABLE>

681161CA/1:09/17/96                     6


<PAGE>



SIEMENS
STROMBERG-CARLSON

Installation Site: Los Angeles, CA

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER                DESCRIPTION                               QTY
-----------                -----------                               ---
<S>                       <C>                                      <C>
                           Spare Circuit Packs (Cont.)
 822010-666                Tape Drive PVVBA                            1
 822015-536                Clock Generator (SNC) PWBA                  1
822024-036A                Power Monitor PWBA                          1
822033-596A                MCG -II PWBA                                1
822034-536A                Master Clock Dist. PVVBA                    1
822289-566A                TBI II PWBA                                 1
822723-556A                Data Link III PWBA                          1
822726-526A                HD MSA/SL PWBA                              1
822010-606A                MSDA Pwr & Alarm                            1
 822010-636                Disk Drive Assy                             1
822222-606A                DLI-II                                      1

                           Software Features

999948                     OCC Basic Features Package                  1
011219                     Trunks Automatic Routine Testing            1
011289                     Out of Svc Limit for Server Grp. Eq.        1
012970                     Glare Guard                                 1
018000                     Paginated Print-out                         1
026609                     Route Treatment Expansion                   1
053140                     Alarm Repeat Notification                   1
053150                     Alarm LSSGR Compliant                       1
053770                     Alarm Spurt Alarm During Transfer           1
056519                     Automatic Switch-Over                       1
</TABLE>


681161CA/1:09/17/96                     7


<PAGE>



Stromberg- Carlson

Installation Site: Los Angeles, CA

<TABLE>
<CAPTION>
                         DESCRIPTION                                              QTY
                         -----------                                             ----
<S>                     <C>                                                     <C>
ITEM 02                  SS7 HARDWARE & SOFTWARE

822057-526               Signaling System Controller                               2
822055-536               Communication Link Controller                             2
814742-586               Continuity Test PWBA                                      3
822723-556               Data Link III                                             2
003009                   Common Channel Signaling System                           1
003019                   Service Switching Point                                   1
003069                   CCS7 Link Pair Software                                   1

ITEM 02A                 SS7 SPARES

822057-526               Signaling System Controller                               1
822055-536               Communication Link Controller                             1

ITEM 03                  "A" LINKS

003069                   CCS7 Link Pair Software                                   1

ITEM 04                  Power Equipment

2029750593               7' x 23" Relay Rack                                       1
DDV85-19                 Exide DD Battery 765 AH                                   1
203352-588               Charger/Lorain/200A RHM200D50                             2

ITEM 05
                         Upgrade to Release 14.0                                   1
ITEM 06
                         De-Install at Calgary, pack                               1

</TABLE>

681161CA/1:09/17/96                    20

<PAGE>


                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                         DBA ATHENA INTERNATIONAL, I.LC
                            SITE: NEW YORK, NEW YORK

                                 LEASE PAYMENTS
             ADDENDUM TO LEASE AGREEMENT DATED June 25, 1996 BETWEEN
                      TELECOMMUNICATIONS FINANCE GROUP AND
                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                         DBA ATHENA INTERNATIONAL, LLC.

<TABLE>
<S>                                                                      <C>                       <C>
EFFECTIVE DECEMBER 1,1996 (60 MONTHLY LEASE PAYMENTS)
     ORIGINAL VALUE OF EQUIPMENT                                           $451,430.34
     RATE FACTOR PER $ 1,000                                               S21,993
          ORIGINAL MONTHLY LEASE PAYMENT

EFFECTIVE MARCH 1,1997 (57 MONTHLY LEASE PAYMENTS REMAINING)
     ADDITION I                                                           $215,530.65
     RATE FACTOR PER. $ 1,000                                             $22,851
     ADDITION 1 MONTHLY LEASE PAYMENT                                     $ 4,925.09
          TOTAL MONTHLY LEASE PAYMENT                                                              $14,853.40

EFFECTIVE MAY 1,1997 (55 MONTHLY LEASE PAYMENTS REMAINING)
     ADDITION II                                                           $142,820.71
     RATE FACTOR PER $ 1,000                                               $22,984
     ADDITION II MONTHLY LEASE PAYMENT                                     $ 3,282.59
           TOTAL MONTHLY LEASE PAYMENT                                                              $18,135.99

EFFECTIVE SEPTEMBER 1,1997 (51 MONTHLY LEASE PAYMENTS REMAINING)
     ADDITION III                                                         $ 55,000.00
     RATE FACTOR PER $1,000                                               $24,391
     ADDITION III MONTHLY LEASE PAYMENT                                   $ 1,341.51
           TOTAL MONTHLY LEASE PAYMENT                                                              $19,477.50

EFFECTIVE NOVEMBER 1,1997 (49 MONTHLY LEASE PAYMENTS REMAINING)
     ADDITION IV                                                          $ 67,656.00
     RATE FACTOR PER $ 1,000                                              $25,183
     ADDITION IV MONTHLY LEASE PAYMENT                                    $ 1,703.78
            TOTAL MONTHLY LEASE PAYMENT                                                             $21,181.28
                                                                                                                 ':
</TABLE>


<PAGE>



                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
                            SITE: NEW YORK, NEW YORK

                           LEASE PAYMENTS (CONTINUED)


EFFECTIVE DECEMBER 2, 1997, THE LEASE TERM IS EXTENDED FROM 60 TO 63 MONTHS.
EFFFECTIVE JANUARY 1, 1998 (50 MONTHLY LEASE PAYMENTS REMAINING)
    ADDITION V                                                     $ 23,909.20
    LEASE PAYMENTS ARE AS FOLLOWS:
    01/01/98-03/01/98                  $0
    04/01/98-02/01/2002                $21,811.99

SUMMARY OF TOTAL LEASE PAYMENTS:
         3 @ $ 9,928.31 = $ 29,784.93
         2 @ $14,853.40 = $ 29,706.80
         4 @ $18,135.99 = $ 72,543.96
         2 @ $19,477.50 = $ 38,955.00
         2 @ $21,181.28 = $ 42,362.56
         3@$ .0- =$ -0-
        47 @ $21,811.99 = $ 1,025,163.53
        63                $ 1,238,516.78
                                               ACCEPTED BY: /s/ Kevin H. Pollard
                                               DATE: March 2, 1998



<PAGE>



                             SCHEDULE 1 OF EXHIBIT A

                    (CERTIFICATE OF DELIVERY AND ACCEPTANCE)

                              EQUIPMENT DESCRIPTION

The Items of personal  property to be leased  pursuant to this Lease  Agreement,
dated as-of June 25, 1996 between  TELECOMMUNICATIONS  FINANCE GROUP, as Lessor,
and ATHENA  INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA  INTERNATIONAL,  LLC, as
Lessee, are described below and in the attached equipment list(s):

<TABLE>
<CAPTION>
Equipment List
Number                  Description                                     Amount
--------------          -----------                                     ------
<S>                    <C>                                             <C>
      DCO-681098        A USED RELEASE 14 DCO-CS EQUIPPED AND        $448,000.00
                        WIRED FOR 2304 PORTS PER DCO-681093,
                        ISSUE 01, DATED 05/29/96. INCLUDES TOLL-
                        FREE NUMBER EXPANSION AND 4-DIGIT CIC
                        FEATURES INCLUDING INSTALLATION.
                        ENHANCED SS-7 WITH 800 PORTABILITY.
                        INCLUDES SS-7 BACKWARD CALL INDICATION
                        AND CIRCUIT IDENTIFICATION FEATURES.

                        ADDITIONAL INSTALLATION EFFORT                   1,736.00
                        FREIGHT                                          1,694.34
    TFG-97199           ADDITION I                                     215,530.65
    TFG-97217           ADDITION II                                    142,820.71
    TFG-97266           ADDITION III                                    55,000.00
    TFG-97293           ADDITION IV                                     67,656.00
    TFG-98017           ADDITION V                                      23,909.20
                                                                      -----------
                                                           TOTAL      $956,346.90
                                                           =====      ===========
</TABLE>

The above described equipment installed at:

60 Hudson Street, Suite M16, New York, New York 10013

                                         ACCEPTED BY: /s/ Kevin H. Pollard

                                         DATE:        March 2, 1998

                                                     Dated:    June 25, 1996
                                                     Revised:  February 6, 1997
                                                     Revised:  March 27, 1997
                                                     Revised:  July 31, 1997
                                                     Revised:  October13, 1997
                                                     Revised:  February 26, 1998


<PAGE>



EQUIPMENT LIST # TFG-98017                            DATED: February 26, 1998


COMPANY:        ATHENA INTERNATIONAL LTD. LIABILITY CO.
                ATHENA INTERNATIONAL, LLC
ADDITION:       V
SITE LOCATION:  NEW YORK, NEW YORK
<TABLE>
<CAPTION>
    PART NO./DESCRIPTION                  QUANTITY                      AMOUNT
    --------------------                  --------                      ------
    <S>                                   <C>                          <C>
         STN

    RESTRUCTURE CHARGES                                               $23,909.20
                                                                      ----------
                                     TOTAL                            $23,909.20
                                     =====                            ==========
</TABLE>


<PAGE>


EQUIPMENT LIST # TFG-97293                             DATED: October 13, 1997

COMPANY:    ATHENA INTERNATIONAL LTD, LIABILITY CO.
            ATHENA INTERNATIONAL, LLC
ADDITION:   IV
SITE LOCATION:  NEW YORK, NEW YORK

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                         OUANTITY                   AMOUNT
--------------------                         --------                   ------
<S>                                          <C>                       <C>
   SS-C

DTF-04 1152 PORT ADDITION PER
DCO-710018, ISSUE 1, DATED 01/03/97
(S.O.#072299) AS FOLLOWS:

    MATERIAL                                  1 LOT                  $58,118.00
    INSTALLATION                                                       7,900.00
    FREIGHT                                                            1,638.00
                                                                     ----------
                                         TOTAL                       $67,656.00
                                         =====                       ==========
</TABLE>


<PAGE>


SIEMENS
Stromberg-Carlson

Installation Site: New York, NY

<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION                                        QTY
-----------           -----------                                        ---
<S>                   <C>                                                <C>
                                     ITEM 01

                       DTF-04
                       ------
817577-900             MG Basic DTF Assembly                             1
817577-901             MG, DS1 Host CUA                                  6
817577-902             MG, Basics PWBAs DS1 CUA                          6
207600-225             Frame Weldment                                    1
207800-079             Pkg Assy Front Door Mtg Hardware                  1
207800-080             Pkg Assy Rear Door Mtg Hardware                   1
207600-158             Door Assembly, Right I/0                          2
207600-159             Door Assembly, Left I/O                           2
207600-721             PWBA Guide                                        6
817560-606             PWBA, T1 Interface                               48
817577-917             MG Blower w/Fan Alarm, Base                       1

                       PRT-00

817576-938             Mod Group, Circuit Breaker                        2

                       Miscellaneous

  DSX-DR19             Cross Connect Panel                              2
  DOC-ADD              Additions Documentation                          1
</TABLE>


710018NY/1:02/06/97                     1


<PAGE>



EQUIPMENT LIST # TFG-97266                                 DATED: July 31, 1997

COMPANY:         ATHENA INTERNATIONAL LTD. LIABILITY CO.
                 ATHENA INTERNATIONAL, LLC
ADDITION:        III
SITE LOCATION:   NEW YORK, NEW YORK

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                           QUANTIY                   AMOUNT
--------------------                           -------                   ------
         SS- C
<S>                                            <C>                      <C>
RELEASE 15.0 UPGRADE PER DCO-710025,
ISSUE 1, DATED 04/08/97; EXPANSION OF
ROUTE GUIDE INDEXES, FEATURE #820398
(S.O.#072809) AS FOLLOWS:

     MATERIAL                                   1 LOT                   $50,000.00
     INSTALLATION                                                         5.000.00
                                                                        ----------
                                     TOTAL                              $55,000,00
                                     =====                              ==========
</TABLE>


<PAGE>




EQUIPMENT LIST # TFG-97217                            DATED: March 27, i997

COMPANY:        ATHENA INTERNATIONAL LTD. LIABILITY CO.
                ATHENA INTERNATIONAL, LLC
ADDITION:       II
SITE LOCATION:  NEW YORK, NEW YORK

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                            QUANTITY                AMOUNT
--------------------                            --------                ------
         SS-C
<S>                                            <C>                     <C>
DTF-03, 1152 PORT ADDITION PER
DCO-710001, ISSUE  2, DATED 01/03/97
(S.O.#070921) AS FOLLOWS:
    MATERIAL                                      1 LOT             $80,000.00
    INSTALLATION                                                      9,400.00
    FREIGHT                                                             980.00

INCREASED AUX TABLES #820085 PER
DCO-681151, ISSUE 01,  DATED  08/19/96
(S.O.#071524) AS FOLLOWS:
    MATERIAL                                      1 LOT              20,000.00

2 EJH PROCESSORS WITH 1 SPARE PER DCO-
7450001, ISSUE 01, DATED 10/17/96 (S.O.#071532)
AS FOLLOWS:
    MATERIAL                                      1 LOT              30,420.00
    INSTALLATION                                                      2,000.00
    FREIGHT                                                             20. 71
                                                                        ------
                                     TOTAL                         $142,820.71
                                     =====                         ===========
</TABLE>



<PAGE>


SIEMENS
Stromberg-Carlson


Installation Site: New York, NY
<TABLE>
<CAPTION>
PART NUMBER          DESCRIPTION                                      QTY
-----------          -----------                                      ---
<S>                  <C>                                             <C>
                                  ITEM 0l

                        CMF-00, CCS-03
  822068-812            Diag. Grading Panel                             1
 822003-596A            PWBA, (2W) SI HDI                               4
  822002-526            PWBA, TSI PGH I/F                               4
  207800-482            Cable Assembly (TSI/PGH)                        4
 822005-546A            PWBA, (2VV) TPPO HDI                            2
 822006-566A            PWBA, TPP1                                      2
 822017-556A            PWBA, TPP2                                      2
                        DTF-03
  817577-900            MG Basic DTF Assembly                           1
  817577-901            MG, DS1 Host CUA                                6
  817577-902            MG, Basics PWBAs DS1 CUA                        6
  207600-225            Frame Weldment                                  1
  207800-079            Pkg Assy Front Door Mtg Hardware                1
  207800-080            Pkg Assy Rear Door Mtg Hardware                 1
  207600-158            Door Assembly, Right I/0                        2
  207600-159            Door Assembly, Left I/O                         2
  207600-721            PWBA Guide                                      6
  817560-606            PWBA, T1 Interface                             48
  817577-917            MG Blower w/Fan Alarm, Base                     1
</TABLE>


710001NY/2:01/03/97                     1

<PAGE>


SIEMENS
Stromberg-Carlson

Installation Site: New York, NY ,
PART NUMBER              DESCRIPTION                                 QTY
-----------              -----------                                 ---
                                  ITEM 01 (Cont.)
                         PRT-00
                         ------
817576-938               Mod Group, Circuit Breaker                    2

                         Miscellaneous

DSX-DR19                 Cross Connect Panel                           2
DOC-ADD                  Additions Documentation                       1

                                  ITEM 02

4-DDV85-19               Exide Battery 765 Amp Hour                    1

NOTE: This battery is normally provided when DTF-03 is added.

                                  ITEM 03

                         LTF-O0
                         ------
814574-992               MG Service Circuit CUA                         1
814574-995               PWBA Mod Group Basic PWBA                      1
207600-720               PWBA Guide                                     1
814742-536               PVVBA, Univ. Service Circuit                   5
814742-576               PWBA, (1W) Univ. Service Circuit               3
814571-766               PWBA (1W) Receiver NACT/EVACT                  3
814695-556               PWBA (1W) DTMF Dig. Sender                     2
814572-576               PWBA (1W) Dig. Sender TMF                      2


NOTE: In order to mount this CUA in LTF-00, the Line CUA in CUA position 00 will
      have to be removed.


710001NY/2:01/03/97                     2

<PAGE>

EQUIPMENT LIST # TFG-97199                              DATED: February 6, 1997

COMPANY:                  ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          ATHENA INTERNATIONAL, LLC
ADDITION:                 I
SITE LOCATION:            NEW YORK. NEW YORK

<TABLE>
<CAPTION>
PART NO./DESCRIPTION                               QUANTITY             AMOUNT
--------------------                               --------             ------
       SS-C
<S>                                               <C>                  <C>
1152 PORT ADDITION PER DCO-681113,
ISSUE 01, DATED 07/01/96 (S.O.#070570)
AS FOLLOWS:
    MATERIAL                                         1 LOT          $82,000.00
    INSTALLATION                                                      9,400.00
    FREIGHT                                                             608.65

    REAL TIME ANI FEATURE #823435
    (S.O.#071803)                                    1 LOT           26,667.00

             THIRD PARTY VENDOR- ACTION TELCOM

    AMS PRIMARY SYSTEM, NAMS SECONDARY SYSTEM,
    AVAS-AUTOMATED VOICE ALARMING SYSTEM, TCP/IP
    PACKAGE, NETPLAN - LERG (SEE ATTACHED EQUIPMENT
    LIST)                                            1 LOT           96,855.00
                                                                     ---------
                                      TOTAL                        $215.530.65
                                      =====                        ===========
</TABLE>


<PAGE>



Stromberg-Carlson

Installation Site: New York, NY

<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                                QTY
-----------                 -----------                                ---
<S>                         <C>                                       <C>
                            Switching Equipment

                            ITEM 01
                            DTF-02
                            ------
 817577-900                 DTF Frame Assembly                          1
 817577-901                 DS-1 Host CUA                               6
 817577-902                 DS-1 Basic PWBAs                            6
 817560-626                 T-1 Interface PWBA                         48
 207600-225                 DTF Frame Assembly                          1
207600-721A                 Card Guide                                  6
 207800-079                 Front Door Mounting                         1
 207800-080                 Rear Door Mounting                          1
 207600-158                 Right Door                                  2
 207600-159                 Left Door                                   2
 817577-924                 Base Mount Blower Assembly                  1

                            LTF-01

814574-900                  LTF Frame Assembly                          1
814574-901                  Supervisory Panel                           1
814574-904                  Ejector Bar                                 2
814574-903                  Terminator Assembly                         1
207600-720                  Card Guide                                  1
207600-210                  LTF Frame Package                           1
207800-014                  Terminal Block Assembly                     1

</TABLE>

681113NY/1:07/01/96                    2


<PAGE>


Stromberg-Carlson
Installation Site: New York, NY

<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                                QTY
-----------                 -----------                                ---
<S>                         <C>                                       <C>
                             Switching Equipment

                             ITEM 01

                             LTF-01 (Cont.)
814574-992                   Universal Service CUA                      1
814574-995                   Basic PWBAs                                I
814742-576                   Digital DTMF Receiver PWBA (FOC)           1
814571-686                   Digital TMF Receiver PWBA                  3
814572-576                   Digital TMF Sender PWBA                    3
814895-556                   Digital DTMF Sender PWBA                   3
814643-596                   Digital DTMF Receiver PWBA                17
207600-160                   Front Door Mounting                        1
207600-471                   Rear Door Mounting                         1
207600-158                   Right Door                                 2
207800-159                   Left Door                                  2

                             CMF
814095-616                   Service Group Diag, PWBA                   1
822003-596                   1024 Port TSI PWBA                         4
822002-526                   TSI/PGH Interface PWBA                     4
207800-482                   TSI/PGHGP Cable                            4
822005-546                   TPP 0 PWBA                                 2
822006-576                   TPP 1 PWBA                                 2
822017-566                   TPP 2 PWBA                                 2
822068-811                   Diag. Grading Panel CCS-02                 1
</TABLE>


681113NY/1:07/10/96                    3


<PAGE>


Installation Site: New York, NY

<TABLE>
<CAPTION>
PART NUMBER                 DESCRIPTION                                QTY
-----------                 -----------                                ---
<S>                         <C>                                       <C>
                            Switching Equipment

                            ITEM 01

                            PRT

817576-938                  Circuit Breaker                             4

                            MISCELLANOUS

4-24419-0290                DSX Panel, ADC DSX-DR 19                    2
PJ716                       8antem Patch Cord                           8
DOC.ADD                     Additions Documentation                     1
</TABLE>



681113NY/1:07/10/96                    4

<PAGE>



                          ACTION TELCOM EQUIPMENT LIST

        >>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<

CUSTOMER: Athena                              PROJECT CODE
BUSINESS OFFICE ADDRESS:
BUSINESS OFFICE PHONE#: VOICE: (   )                 FAX: (   )
SITE LOCATION:
SITE ADDRESS:
SITE PHONE#: VOICE: (   )            FAX:  (   )        NAMS: (   )
SWITCH TECH:
SYSTEM NAME:
PURCHASE DATE:              STARTUP DATE:        WARRANTY END DATE:
PRIMARY SYSTEM EQUIPMENT: Name:                    Password:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------
Key   Make                       Model #                 Serial #          I/O   IRQ    ADDR  STK
---------------------------------------------------------------------------------------------------
<S>   <C>                       <C>                      <C>               <C>   <C>    <C>  <C>
AC    ACER                       4166                    1900022075
KB    ACER                       6311-K                  K6366280752P
MON   ACER                       7134-T                  M3TP61113253
VC    PCI
HDC   Adaptec Built-in           AIC7870P                719411
HD    IBM                        DHFS                    M1A63 B94666     ID =3(4-GB)
HD    IBM                        DHFS                    EC486509         ID =0(4-GB)
HD    IBM                        DHFS                    B81929           ID =1(4-GB)
FD    Mitsumi. (1.44)            D359T5                  3170675
YD    Panasonic(1.2)             JU-475-5                00197599
TD    Tandberg                   TDC-42222               42205208                       ID=2
SL1   Digi Host Ad               (1P)77000218            095251179
SL1   Digi Conc.                 (1P)70000666            09525179
X25   SWG                        SGX                     10870            300   15      D0000
X25   SWG                        SGX-Daughter            N/A
PRN   Epson                      LP-870                  40U1133226              7      3bc-3be
NET   RACAL PCI                  Interlan T2             0207011BEAFC           14      PCI Slot 1
SER   ACER                       Built-in                Com 1/Com 2            4/3     3fS/2fS
CD    NEC                        CDR222                  5X012024212
DIA   AVAS                       D/21D                   CG209544                5      D2000
P/S   DELTA                      DPS35OEB                Y2622003618
</TABLE>

I/P ADDRESS=
~MORY=
EED=

<PAGE>

<TABLE>
<CAPTION>
SOFTWARE: Primary
--------------------------------------------------------------------------------
Key     Make                   Serial #                Activation Key #
--------------------------------------------------------------------------------
<S>     <C>                    <C>                    <C>
        SCO UNIX Sys           2DC030716               ollnxocm
        FoxPro--V2 6           N/A
NAMS    ATC NAMS II            N/A
TERM    Century                CSU150754U3
NETCOM  II version 4.5.3a      net25828                Tc08al50e NOTES:
</TABLE>
NOTES:

--------------------------------------------------------------------------------
         >>>>> EQUIPMENT LIST AND WARRANTY INFORMATION ON NAMS SALE <<<<<
--------------------------------------------------------------------------------
CUSTOMER: Athena

SITE LOCATION: Denver

STEM NAME:

SECONDARY SYSTEM EQUIPMENT:              Name:              Password:
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------
Key    Make                    Model #           Serial #                I/O    IRQ   ADDR   STK
------------------------------------------------------------------------------------------------
<S>    <C>                     <C>              <C>                     <C>     <C>   <C>    <C>
PC     ACER                    F520HB            1900022536
KB     ACER                    6311-K            K6366200166 P
MON    ACER                    7134T             M3TP62407942
vc                             ET4W32-5          0167237
HDC    Adaptec (On-Board)      AIC-7870P         719411
HD     IBM                     DORS-32160        11S46H6072ZIM0002T6484
FD     Mitsumi (1 44)          D359Tss           2974189
FD     Panasonic (1 2)         JU-475-5          00026718
CD     Sony                    CDU-76S           5032202
TD     Tandberg 2.SGB          TDC 4220          42205084                               id=2
X25    SWG                     SGX               10880
NET    RACAL                   Interlan PCI      T2 0207011C0368
SER    ACER (Built-in)
Power Supply                   DPS-2OOBP-8       S46150422818
</TABLE>

I/P ADDRESS=
MEMORY=

SOFTWARE: Secondary

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
 Key    Make                   Serial #                    Activation Key #
-------------------------------------------------------------------------------
<S>    <C>                    <C>                         <C>
OS      SCO UNIX sysV          2DG004883                   Ivdjvdej
NAMS    ATC NAME II            [illegible]                 [illegible]
</TABLE>

<PAGE>

COMMUNICATIONS EQUIPMENT:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Key   Make                     Model #                   Serial #
-------------------------------------------------------------------------------
<S>   <C>                     <C>                       <C>
DSU   DDC                      VRT-1  (Stat-Mux)
DSU   DDC                      VRT-1  (Stat-Mux)

DSU   DDC                      VRT-1  (X.25 Link)
DSU   DDC                      VRT-1  (X.25 Link)

Modem Multitec                 MT2834ZDX (Primary)       442500.3
Modem Multitec                 MT2834ZDX (Secondary)     4425001
</TABLE>


                         LOG: ATHENA Primary & Secondary

Unpack  and  set  up  equipment.  Perform  operational  checks.  KP  Disassemble
equipment as necessary to obtain and log serial numbers from  individual  boards
and  components.  Gather and log software  serial numbers and  activation  keys.
Configure  and install  AVAS,  X25 boards and  reassemble  equipment.  Performed
operational checks. JR

Secondary:  Verified OS version. Performed SCRATCH and RECHECK RC modifications.
Checked  serial  and  parallel  ports.  Removed  and  reinstalled  tape  device.
Configured printer.  Made Root & Boot and tape backup.  Tuned shell and relinked
kernel. Installed software drivers for SGX and Dialogic boards. Loaded Where and
CLS programs. Installed TERM and NAMS. KP

Also modified gettdefs and changed IRQ on Racal network card to 14 and made ALAD
driver and Boot disk, EISA Configuration Utility disk.


<PAGE>

Installation Site: New York, NY

                                                        ITEM O1
<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION                                QTY
-----------           -----------                                ----
<S>                  <C>                                         <C>
                      Switching Equipment

                      Line Trunk Frame (LTF)
OCCSLTFFRM            Line Trunk Frame                            1
814742-566            Diagnostic Test Gen/Monitor                 1
LTFDOORS              LTF Doors, Front & Rear                     1
LINGRPCUA             Line Group CUA (LTF)                        1
SLTFUTSCUA            Trk/Svc Ckt CUA Grp                         I
SLTFUSCUA             Svc Ckt CUA Grp                             6
814571-706            Digital TMF Rcv. (2/PWBA)                  33
814572-576            Digital Sender (TMF/SATT)                   9
814695-556            Digital DTMF Sender                         9
814643-596            Digital DTMF Receiver                      36
814742-576            (FOC) Digital DTMF Receiver                 6
814574-936            2-Wire E&M Trunk PWBA                       2
814574-932            Loop Trunk, Reverse Batt PWBA               1

                      Digital Trunk Frame (DTF)
OCCSDTFFRM            Digital Trunk Frame                         2
DTFDOORS              DTF Doors, Front & Rear                     2
SDS1HSTCUA            DS1 Host Ckt CUA                           12
817560-626A           T1 interface PWBA                          96
817577-917A           Blower Assembly w/fan Alarm                 2
</TABLE>


                                        1


<PAGE>


Installation Site: New York, NY

                                                        ITEM O1
<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION                                QTY
-----------           -----------                                ----
<S>                  <C>                                         <C>
                      Switching Equipment

                      Control  & Maintenance Frame (CMF)-
   SCMFOCC            Control & Maint Frame                        1
  CMFDOORS            CMF Doors, Front & Rear                      1
822068-819            DLI Transfer                                 1
814635-086            PWBA Ring (N+1)                              1
814721-666            Serial Line Unit PWBA                        1
822010-676            Disk Drive Assy                              2
822010-656            Tape Drive                                   1
817702-556            Traffic Measurement/Rec                      1
817620-556            MSA PWBA                                     1
814727-626            J2 Maintenance Processor                     1
822010-606            Power & Alarm PWBA                           1
817680-606A           BMUX PWBA                                    1
822222-606A           DLI-II                                       1
TSIPWB17              TSI PWBA                                     8
822702-536A           PXAM II - 4MB                                2
822727-696A           J-Processor (8MB)                            2
814770-656            PXA Memory PWBA 1/Mbyte                      1
TPPOPWB17             TPP PWBA (Sectors 0)                         1
OCCSNCS               Sync Network Clock (Slave)                   1
822718-596            Feature Processor (PWBA)                     2
814095-626            Service Group Diag. PWBA                     1
OCCTAPE               Tape Control PWBAs                           1
814722-216A           RS232 Interface Module                       7
</TABLE>

                                       -2-

<PAGE>

INSTALLATION SITE: NEW YORK, NY

                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION                                QTY
-----------           -----------                                ----
<S>                  <C>                                         <C>
                      Switching Equipment
                      Power & Test Frame (PRT)
     SPRTF            Power Ringing & Tst Fr                      1
  PRTDOORS            PRT Doors, Front & Rear                     1
817576-938            Circuit Breaker 100 Amp                     9
814475-036            Alarm Sender PWBA                           1
817576-912            Basic Cabinets & MTG for N+1)               1
814629-904            Ringing Generator (20 Hz)                   1
817576-934            200VA DC/AC Non-Redund. Invtr               1
814215-820            Cook 4 Chart Announcer (NTSM)               1
203352-681            4 Channel Announcer                         I

                      Automatic Message-Accounting
SAMAFRM               AMA Frame                                   1
AMADOORS              AMA Doors Rear                              1
814421-908            Cook 1600 BPI Tape Drives (2)               2
814421-909            Cook 1600 BPI Strapping                     2


                      Miscellaneous
4-24419-0290          DSX Pnl-ADC DSX-DR 19 w/cord                4
PJ716                 Bantam Patch Cord                          16
2200B                 Channel Access Unit                         1
203352-645            9600 Full Duplex Modems                     1
202975-592            7' x 19" Relay Rack                         1
207800-284            Installation Material                       1
200110-119            Fuse I 1/3 amp                             20
200110-129            Fuse 3 amp                                 10
200110-429            Fuse 10 amp                                 5
200110-139            Fuse 5 amp                                 10
</TABLE>

                                       -3-


<PAGE>

Installation Site: New York, NY

                                                        ITEM O1
<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION                                QTY
-----------           -----------                                ----
<S>                  <C>                                         <C>
                     Switching Equipment

                     Miscellaneous (cont.)
SD0000               Std System Documentation                      1
D0001                Specifications, Paper                         2
D0002                Site Drawings, Paper                          2
203352-600           Hendry Filtered Fuse Panel                    1
207630-911           Modem Eliminator OCC                          2
207630-901           PKG Assy/Modem Eliminator                     4
                     Superstructure & Cabling                      1

                     Battery Distribution Frame

814053-043A          7ft Battery Discharge Frame                   1
207521-733           Shield                                        1

                     Power Equipment
                     (Separate Item)

                     Distribution Frame Equipment

5065-8               Term Blocks Newton 8 x 26                     4
5054                 Newton Bracks (1 per 2 blks)                  2

                     Maintenance & Administration Equipment

202958-464           Tape Cartridge                                1
203352-608           Arrow Tape Drive Cleaning Kit                 1
203352-677           ADDS Video Terminal                           1
203352-283           Genicom 2120 Keyboard/Printer                 1
7271-964             Box, Teleprinter Paper                        I
</TABLE>

                                       -4-

<PAGE>


Stromberg-Carlson                                         Date: June 12, 1996

Installation Site: New York, NY
                                                        ITEM 01
<TABLE>
<CAPTION>
PART NUMBER           DESCRIPTION                                QTY
-----------           -----------                                ----
<S>                  <C>                                         <C>
                        Spare Circuit Packs
200110-099              Fuse 1/2, Amp                            1
207630-042              Power Supply shield                      1
555020-125              Fuse, 3AG, 3A                            1
555366-001              Switch, SPST                             1
814288-526              Tape Diagnostic PWBA                     1
814291-546              Tape Motion Cont. PWBA                   1
814298-526              Tape Buffer PWBA                         1
814439-056              PGC-1 PWBA                               1
814440-076              PGC-2 PWBA                               1
814441-056              MUX/DEMUX PWBA                           1
814462-036A             Power Supply PWBA                        1
814463-026A             Power Supply PWBA                        1
814539-026              CMOS codec Comm. PWBA                    1
814727-626              J2 Maintenance Processor                 1
817113-086              Power Supply PWBA                        1
817524-066A             LTC Interconnect PWBA                    1
817560-626A             T1 Interface PWBA                        1
817561-526              T1 I/F Control 1 PWBA                    1
817562-566              T1 I/F Control 2 PWBA                    1
817564-026A             Power Supply PWBA                        1
817581-026              DS1 Terminator PWBA                      1
817702-556A             TMRS Processor                           1
822010-656              Tape Drive                               1
822010-666              Tape Drive PWBA                          1
822015-536              Clock Generator (SNC) PWBA               1
822024-036A             Power Monitor PWBA                       1
822033-596A             MCG - II PWBA                            1
822034-536A             Master Clock Dist. PWBA                  1
822289-566A             TBI II PWBA                              1
</TABLE>

                                        5

<PAGE>


Installation Site: New York, NY
                                                        ITEM O1
PART NUMBER           DESCRIPTION                                QTY
-----------           -----------                                ----
                      Spare Circuit Packs (Cont.)
822723-556A           Data Link III PWBA                           1
822726-526A           HD MSA/SL PWBA                               1
822010-606A           MSDA Pwr & Alarm                             1
822010-636            Disk Drive Assy                              1
822222-606A           DLI-II                                       1

                      Software Features

999948                OCC Basic Features Package                   1
011219                Trunks Automatic Routine                     1
                      Testing

011289                Out of Svc Limit for Server                  1
                      Grp. Eq.
012970                Glare Guard                                  1
018000                Paginated Print-out                          1
026609                Route Treatment Expansion                    1
053140                Alarm Repeat Notification                    1
053150                Alarm LSSGR Compliant                        1
053770                Alarm Spurt Alarm During                     1
                      Transfer

056519                Automatic Switch-Over                        1
146339                TMRS LSSGR Format                            1
146429                TMRS Additional Matrix                       1
                      Elements

146439                TMRS Additional Cell Grouping                1
                      Registers
146449                TMRS Separations Summary                     1
                      Reporting
146459                TMRS Expanded Separations                    1
                      Reporting

                                       -6-


<PAGE>

Installation Site: New York, NY

                      DESCRIPTION                               QTY
                      -----------                               ---

ITEM 02               887 HARDWARE & SOFTWARE .
-------               -------------------------

822057-526            Signaling System Controller                  2
822055'-536           Communication Link Controller                2
814742-586            Continuity Test PWBA                         3
003009/               SS-7 Software                                1
003019

003069                Link Pair Software                           2
826210                SS7 Optional Backward Call                   1
                      Indication

826220                SS7 Circuit Identification                   1

                      (This Item is included in Item 01)

ITEM 02A              SS7 SPARES
--------              ----------

822057-526            Signaling System Controller                  1
822055-536            Communication Link Controller                1

                      (This Item is included in Item 01)

ITEM 03                NAMS II
-------                -------
NAMS II                Used NAMS II from ISI Site                  1

ITEM 03A               "A" LINKS
--------               ---------

003069                 "A" Links                                   1
                       (maximum additional available
                        is 11)

ITEM 04                "A" LINK CONSOLIDATION FEATURE
-------                ------------------------------
003029                 "A" Link Consolidation                      1


                                     - 20 -

<PAGE>
                                Betty Kayton
                                Highpoint International Telecommunications, Inc.

JUWUL                   FAX     650-943-54480
-----
X 4415
                        From:   Nikki Vavreck Tuttle

                        Date:   November 30, 1998

                        Pages:  4, including cover sheet.

                                Betty:

                                 Jeff Boggs  requested  that the  attached  open
                                 invoices be faxed to you.  FYI all  invoices up
                                 to and including the invoices due 11/01/98 have
                                 been paid in full by Athena International, LLC.

                                 Should you have any questions, please feel free
                                 to give me a call.

                                 Nikki V. Tuttle

                                                              12/15/98 Nikki WRC
                                                              LMRC Name Change

                        From the desk of...

                       Nikki Vavreck Tuttle
                                 Accountant
           Telecommunications Finance Group
                          400 Rinehart Road

                        Lake Mary, FL 32746

                          Fax: 407-942-5093


<PAGE>

Remit to:
400 Rinehart Road                                   DATE         INVOICE NO.
Lake Mary, FL 32746                               11/10/98        18516447

      TO                                     EQUIPMENT INSTALLED AT:
      701 Poydras St,                        Suite 966
      Suite 675                              Denver, CO 80202-2928
      New Orleans,  LA  70139                County: Denver

<TABLE>
<CAPTION>


                                    CUSTOMER #          DUE DATE            FROM              TO                  LEASE NO.
                                       66073             12/1198           11/2/98         12/01/98                185164
                                                                                                                   AMOUNT
<S>                                    <C>               <C>               <C>             <C>                     <C>

           Please refer to attached Open Invoice Detail Report for
           TOTAL AMOUNT DUE including all past due invoices

           EQUIPMENT ON LEASE

           CURRENT PERIOD

Equipment Rental for Stromberg Carlson                                                                              37,258.01
Digital Central Office Carrier Switch

Remaining deposit of $l6,859.47 to be applied to the final
installment or future additions

State Tax @ 3.00%                                                                                                    1,117.74
Local Tax @ 3.50%                                                                                                    1,304.03
Transit Tax @ 0.80%                                                                                                    298.06


Enclose duplicate Copy Of invoice with your remittance.
Direct billing inquiries to (407) 942-5781                                                            TOTAL         $39,77.84
</TABLE>




<PAGE>

Telecommunications Finance Group                                    INVOICE

Remit to:                                           DATE             INVOICE NO.
400 Rinehart Road
Lake Mary, FL 32746                               11/10/98             18520125



         TO                                       EQUIPMENT INSTALLED AT;
         Athena International, LLC                60 Hudson Street
         701 Poydras St.                          Suite MI6
         Suite 675                                New York, NY 10013
         New Orleans, LA 70139                    County:  New York
<TABLE>
<CAPTION>
                                     CUSTOMER #    DUE DATE          FROM              TO            LEASE NO.
                                       66073       12/1/98          11/2/98          12/01/98          185201

                                                                                                                     AMOUNT
<S>                                    <C>         <C>  <C>         <C>  <C>         <C>   <C>         <C>
Please refer to attached Open Invoice Detail Report
TOTAL  AMOUNT DUE including all past due invoices

EQUIPMENT ON LEASE

CURRENT PERIOD

Equipment Rental for Siemens Stromberg - Carlton                                                                    21,811.99
Digital Central Office Carrier Switch


County Tax @ 4.00%                                                                                                     872.48
State Tax @ 4.00%                                                                                                      872.48
Transit Tax @ 0.25%                                                                                                     54.53

Enclose duplicate copy of invoice with your remittance.
Direct billing Inquiries to (407) 942-5781                                                              Total      $23,611.48
</TABLE>


<PAGE>

Telecommunications Finance Group                                        INVOICE

Remit to:
400 Rinehart Road                                              DATE  INVOICE NO.
Lake Mary, FL 32746                                          11/10/98 18521219


 TO                                                     EOUIPMENT INSTALLED AT:
 Athena International, LLC.                             800 West Sixth Street
 701 Poydras St.                                        Los Angeles, CA 90007
 Suite 675                                              County: Los Angeles
 New Orleans, LA 70139

<TABLE>
<CAPTION>
       CUSTOMER #          DUE DATE                 FROM         TO                  LEASE NO.
        66073               12/1/98                11/2/98    12/01/98                185212
<S>     <C>                 <C>                    <C>        <C>                     <C>
                                                                                      AMOUNT

Please  refer to attached  Open Invoice  Detail  Report for
TOTAL AMOUNT DUE including all past due invoices

EQUIPMENT ON LEASE

CURRENT PERIOD

Equipment Rental for SIEMENS Stromberg - Carlson                                    19,401.61
Digital Central Office Carrier Switch &
Peripheral Equipment


State Tax @ 6.25%                                                                    1,212.60
Transit Tax @ 1.00%                                                                    194.02
County Tax @ 1.00%                                                                     194.02

Enclose duplicate copy of invoice with your remittance.
Direct billing inquiries to (407) 942-5781.                                  Total $21,002.25

                                                                                           ** TOTAL PAGE.004 **
</TABLE>


<PAGE>



                        Telecommunications Finance Group

  400 Rinehart Road o Lake Mary, FL 32746 o (407) 942-5094 o Fax, (407 942-5093

                                                              November 30, 1998

Athena International, Ltd. Liability Co. (Athena)
701 Poydras Street
675 One Shell Square
New Orleans, LA 70139

Advantage Capital Partners II Limited Partnership,
Advantage Capital Partners III Limited Partnership,
Advantage Capital Partners IV Limited Partnership, (collectively "Advantage")
909 Poydras Street, No. 2230
New Orleans, LA 70112

Highpoint International Telecom, Inc. (Highpoint)
1890 Shoreline Blvd.
Mountain View, CA 94043-1320

Re:      Equipment Leases Entered into July 25, 1994, June 25, 1996, and October
         31,  1996,   Between   Telecommunications   Finance  Group  and  Athena
         International,  Ltd. Liability Co. Covering Certain Siemens Information
         and  Communication   Networks,   Inc.  Switching  Equipment  and  Other
         Peripheral  Equipment  as More  Particularly  Described  in the  Leases
         (Leases)

Dear Sir or Madam:

Based  on  discussions   among  the  addressees  and  Siemens   Information  and
Communication  Networks,  Inc.,  successor  by way of merger to Siemens  Telecom
Networks,  formerly known as Siemens Stromberg-Carlson,  and operating under the
name of Telecommunications Finance Group (TFG), TFG understands that as a result
of certain Asset Purchase,  Agreement dated November 13, 1998, between and among
the  addressees  (Purchase  Agreement)  Athena  desires  to assign the Leases to
Advantage who, in turn,  desires to assign the Leases to Highpoint.  This letter
shall serve as TFG's  consent to such  assignment  and release of each of Athena
and Advantage from any and all present and future  obligations  under thc Leases
provided the following conditions are met:

         1.  Highpoint shall be the ultimate  assignee and the assignments shall
             be effective on or before December 15, 1998.

         2.  Highpoint agrees to be bound by and promptly pay,  perform,  assume
             and  discharge any and all  obligations  of lessee under the Leases
             following assignment,  notwithstanding any contrary or inconsistent
             provisions of the documents of assignment.

         3.  Highpoint  shall  indemnify  and hold TFG  harmless  and,  at TFG's
             election,  shall  defend TFG,  its  employees,  agents,  officers,'
             successors  and  assigns  from  any  and all  claims,  liabilities,
             reasonable costs, damages,  reasonable expenses and attorney's fees
             resulting


<PAGE>

             from  or  attributable  to  Highpoint's   failure  to  perform  the
             obligations assumed by it under the Leases, which obligations shall
             constitute all obligations set forth under the Leases commencing as
             of the assignment of the Leases to Highpoint.

         4.  Advantage and  Highpoint  agree that all terms and  conditions  of.
             Software  License  Agreement  (Exhibit  B  to  Leases)  apply,  and
             furthermore Highpoint agrees to execute promptly upon completion of
             the  assignments  a new  Software  License  Agreement  in the  form
             attached  hereto as  Attachment  1 to become a new Exhibit B to the
             Leases.

         5.  Highpoint  shall  cause its parent,  Highpoint  Telecommunications,
             Inc., to execute simultaneously with execution of the assignments a
             guaranty in the form attached hereto Attachment 2.

         6.  Receipt by TFG of all  payments due under the Leases up to the date
             of assignment.

         7.  Highpoint  will execute and deliver to TFG all necessary  documents
             (security  forms,  secretarial   certificates,   etc.)  immediately
             following the assignment.

         8.  This  Agreement may be executed in multiple  counterparts  with the
             same effect as if all signing parties had signed the same document.
             All  counterparts  shall be construed  together and  constitute the
             same instrument.  Telecopied signatures shall be deemed to have the
             authenticity and validity of original signatures.

By signing in the space provided below,  Advantage and Highpoint acknowledge and
accept the above conditions.

Telecommunications Finance Group

By: /s/ Jeffrey D. Boggs
   --------------------------------

Title: Director, Credit & Leasing
      -----------------------------

Print Name: Jeffrey D. Boggs
           ------------------------

Highpoint International Telecom, Inc.    Advantage Capital Partners II Limited
                                         Partnership

By: /s/ David Warnes                     Advantage Capital Partners III Limited
   --------------------------------      Partnership
   Its authorized representative
                                         Advantage Capital Partners IV Limited
                                         Partnership

Title:                                   By:
      -----------------------------         -----------------------------------
Print Name:  David Warnes                      Its authorized representative
           ------------------------
                                         Title:
                                               --------------------------------
                                         Print Name:
                                                    ---------------------------

<PAGE>


             from  or  attributable  to  Highpoint's   failure  to  perform  the
             obligations  assured by it under the Lease which  obligations shall
             constitute all obligations set forth under the Lease  commencing as
             of the assignment of the to Highpoint

         4.  Advantage  and  Highpoint  agree that all terms and  conditions  of
             Software  License  Agreement   (Exhibit  B  to  lease)  apply,  and
             furthermore Highpoint agrees to execute promptly upon completion of
             all  assignments,  and new Software  License  Agreement in the form
             attached  hereto as  Attachment  I to become a new Exhibit B to the
             Lease.

             Highpoint  sha11  cause its parent,  Highpoint  Telecommunications,
             Inc., to execute simultaneously with execution of the assignments a
             guaranty in the form attached hereto as Attachment 2.

         6.  Receipt by TFG of all  payments  due under the Lease up to the date
             of assignment

             Highpoint  will execute and deliver to TFG all necessary  documents
             (security  forms,  secretarial   certificates,   etc.)  immediately
             following the assignment.

         8.  This  Agreement may be executed in multiple  counterparts  with the
             same effect at if all signing parties had signed the same document.
             All  counterparts  shall be construed  together and  constitute the
             same instrument.  Telecopied signatures shall be deemed to have the
             authenticity and validity of original signatures.

By signing in the space provided below,  Advantage and Highpoint acknowledge and
accept the above conditions.

Telecommunications Finance Group

By: /s/ Jeffrey D. Boggs
   --------------------------------

Title: Director, Credit & Leasing
      -----------------------------

Print Name: Jeffrey D. Boggs
           ------------------------

Highpoint International Telecom, Inc.    Advantage Capital Partners II Limited
                                         Partnership

By:                                      Advantage Capital Partners III Limited
   --------------------------------      Partnership
   Its authorized representative
                                         Advantage Capital Partners IV Limited
                                         Partnership

Title:
      -----------------------------
Print Name:                              By: /s/ Steven T. Stull
           ------------------------         --------------------------------
                                         Title: President
                                               -----------------------------
                                         Print Name: Steven T. Stull
                                                    ------------------------

<PAGE>



                                    GUARANTY

Guaranty made this 30 day of Nov. , 1998 by Highpoint Telecommunications,  Inc.,
a Canadian  corporation with main offices located at 999 West Hastings it #1030,
Vancouver,  BC V6C 2W2, herein referred to as Guarantor,  to Siemens Information
and Communication  Networks,  Inc., AKA  Telecommunications  Finance Group, with
offices located at 400 Rinehart Road, Lake Mary, Florida 32746,  herein referred
to as Obligee.

                                   SECTION ONE
                              STATEMENT OF GUARANTY

As  an  inducement  to  Obligee  to  consent  to  the  assignment   from  Athena
International Ltd. Liability Co. dba Athena International,  LLC to Advantage and
ultimately to Highpoint International Telecom, Inc. (formerly Highpoint Capital,
Inc.) of a certain  leases dated July 25, 1994 and June 25, 1996 and October 31,
1996 (the "Leases") between Athena  International  Ltd. Liability Co. dba Athena
International,  LLC and  Obligee,  the  undersigned  Guarantor  irrevocably  and
unconditionally   guarantees  payment  when  due,  whether  by  acceleration  or
otherwise,  of the lease  payments,  and in all schedules or leases  assigned or
hereafter  entered into with Obligee and all the obligations and liabilities due
under such leases,  together with all interest  thereon and all attorneys' fees,
costs and expenses, in enforcing any such obligations and liabilities. The right
of recovery against Guarantor under this Guaranty is unlimited.

                                   SECTION TWO
                     ACKNOWLEDGEMENT OF ASSIGNMENT OF LEASE

The undersigned Guarantor acknowledges  assignment of the leases and consents to
such assignment, as well as any future assignments, and specifically agrees that
this  Guaranty  is  and  shall  be an  open  and  continuing  Guaranty  and  all
obligations  and  liabilities  to  which  it  applies  or  may  apply  shall  be
conclusively presumed to have been created in reliance hereon and shall continue
in full force and  effect,  notwithstanding  an)' (a) change in rentals or other
obligations  under  the  lease,  (b)  renewals,   modifications,   additions  or
extensions  thereto  or  extensions  of time to perform  any of the  obligations
thereunder.

The  undersigned  Guarantor  specifically  waives  notice  of any such  changes,
renewals, modifications, additions, extensions or of any default by the Lessee.

The undersigned  Guarantor further agrees and consents to any assignment of this
Guaranty,  in which event it shall  ensure to the  benefit of any such  assignee
with the same force and effect as though the  assignee  was  specifically  named
herein, and waives any notice of any such assignment.

                                  SECTION THREE
                              EFFECT OF INVALIDITY

No  invalidity,   irregularity  or  unenforceability  of  all  or  part  of  the
obligations and liabilities hereby guaranteed or of any security therefore shall
affect,  impair or be a defense to this  Guaranty.  This  Guaranty  is a primary
obligation of the undersigned Guarantor.

                                  SECTION FOUR
                                  GOVERNING LAW

This  instrument  shall be deemed to have been made in the  County of  Seminole,
State of Florida,  and shall be interpreted  in accordance  with the laws of the
State of Florida.

As part of the  consideration  for the assignment of the lease,  the undersigned
Guarantor  agrees that any and all actions or  proceedings  arising  directly or
indirectly from this Guaranty shall be litigated in courts having a situs within
the State of Florida.

<PAGE>

The undersigned  Guarantor consents to the jurisdiction of any local,  state, or
federal court located within the State of Florida,  and waives personal  service
of any and all  process,  and  consents  that all such service of process may be
made by certified or registered mail, return receipt requested,  directed to the
undersigned at the address first stated above.

                                  SECTION FIVE
                                 BINDING EFFECT

This  Guaranty  shall  bind the  respective  heirs,  executors,  administrators,
successors, and assigns of the undersigned Guarantor.

In witness  whereof,  Guarantor  has executed  this Guaranty at the day and year
first above written.

                                              HIGHPOINT TELECOMMUNICATIONS, INC.

                                              By: /s/ Robin Brown
                                                 ------------------------------

                                                         Robin Brown V.P.
                                                 -------------------------------
                                                          (Name and Title)

                                               Date Signed:      12/04/98
                                                           --------------------


<PAGE>
                             SECRETARY'S CERTIFICATE

     I, David  Warnes,  do hereby  certify that I am the  Secretary of HIGHPOINT
INTERNATIONAL  TELECOM,  INC. (FORMERLY HIGHPOINT CAPITAL,  INC.), a corporation
duly   organized   and   existing   under  the  laws  of  the  State  of  Nevada
("Corporation");  that I am  the  keeper  of the  seal  of the  corporation  and
corporate records,  including,  without limitation, the Charter, By-Laws and the
minutes of the meeting of the Board of  Directors of the  Corporation;  that the
following is an accurate and compared transcript of the resolutions contained in
the minute book of the  Corporation,  which  resolutions  were duly  adopted and
ratified at a meeting of the Board of Directors of the Corporation duly convened
and held in accordance with the By-Laws and Charter of the Corporation on the --
day of ,19---, at which time a quorum was present and acted throughout; and that
said resolutions have not in any way been modified,  repealed or rescinded,  but
are in full force and effect:

                  "RESOLVED,  that  any  officer  of the  Corporation  be and is
         hereby  authorized  and  empowered  in the name and on  behalf  of this
         Corporation   to  enter  into  one  or  more  lease   agreements   with
         Telecommunications   Finance  Group   ("hereinafter   called  "LESSOR")
         concerning  personal  property leased to the Corporation;  from time to
         time to modify, supplement or amend any such agreements;  and to do and
         perform  all  other  acts  and  things  deemed  by such  officer  to be
         necessary,  convenient or proper to carry out any of the foregoing; and
         be it

                  FURTHER RESOLVED, that all that any officer shall have done or
         may do in the premises is hereby ratified and approved; and be it

                  FURTHER RESOLVED,  that the foregoing resolutions shall remain
         in full force and effect  until  written  notice of their  amendment or
         recission  shall have been  received by LESSOR and that receipt of such
         notice shall not effect any action  taken or loans or advances  made by
         LESSOR  prior  thereto  and  LESSOR  is  authorized  to rely  upon said
         resolutions until receipt by it of written notice of any change; and be
         it

                  FURTHER  RESOLVED,   that  the  Secretary  be  and  is  hereby
         authorized  and  directed  to  certify  to  LESSOR  that the  foregoing
         resolutions  and provisions  thereof are in conformity with the Charter
         and By-Laws of this Corporation."

     I do  further  certify  that  the  Lease  Agreement  entered  into  by  the
Corporation and LESSOR concerning the following items of personal property:

Siemens  Information and Communication  Networks,  Inc.  Designated Product plus
Peripheral  Equipment

is one of the agreements  referred to in said  resolutions and was duly executed
pursuant thereto and there are no restrictions imposed by the Charter or By-Laws
of the Corporation  restricting the power or authority of the Board of Directors
of the Corporation to adopt the foregoing resolutions or upon the Corporation or
its officers to act in accordance therewith.

     I do further  certify that the following are names and specimen  signatures
of  officers  of  the   Corporation   empowered  and  authorized  by  the  above
resolutions, each of which has been duly elected to hold and currently holds the
office of the Corporation set opposite his name:

    NAME                          OFFICE                          SIGNATURE
    ----                          ------                          ---------

IN  WITNESS  WHEREOF I have  hereunto  set my hand and  affixed  the seal of the
Corporation this 30 day of Nov 1998.

(SEAL)                       -----------------------------------------------
                             Secretary of HIGHPOINT INTERNATIONAL,TELECOM, INC.
                             (FORMERLY HIGHPOINT CAPITAL, INC.)


<PAGE>
<TABLE>
<S>                        <C>                                   <C>                                   <C>
                                                                                                                  Matthew Dickstein
                 This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code            DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
File No. Orig.               1A. Date at Filing of Orig.    1B. Date of                  1C. Place of Filing Orig.
Financing Statement 1A.      Financing Statement            Orig. Financing Statement    Financing Statement STATE OF CALIFORNIA
05060505                               2/10/97                      11/6/96
------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First)                                                                    2A. Social Security No., Federal Tax No.
     INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
Mailing Address                                                          2C. City, State                             2D.Zip Code
l POYDRAS ST.,    675 ONE SHELL             SQUARE                      NEW ORLEANS,        LA                              70139
------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (If Any) (Last Name First)                                                       3A, Social Security No., Federal
Tax No.
------------------------------------------------------------------------------------------------------------------------------------
Mailing Address                                                         3C. City, State                              3D. Zip Code
SECURED PARTY         TELECOMMUNICATIONS FINANCE GROUP                                                  4A Social Security No.,
                                                                                                        Federal Tax No.
      NAME                                                                                              or Bank Transit and A.B.A.
                                                                                                        No.
      MAILING ADDRESS 400 RINEHART ROAD                                                                     52-2122392
      CITY LAKE MARY                               STATE FL                       ZIPCODE 32746
------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (If Any)                                                                      5A Social Security No.,
                                                                                                        Federal Tax No.
      NAME                                                                                              or Bank Transit and A.B.A.
                                                                                                        No.
      MAILING ADDRESS

      CITY                                   STATE                     ZIP CODE
------------------------------------------------------------------------------------------------------------------------------------
A   [ ]  CONTINUATION-The  original  Financing  Statement  between the foregoing Debtor and  Secured Party bearing the file  number
         and date shown above is continued. If collateral is crops or timber, check here   [ ]   and Insert description of real
         property on  which growing or to be grown in item 7 below,
------------------------------------------------------------------------------------------------------------------------------------
B   [ ]  RELEASE-From the collateral described  In  the  Financing  Statement bearing the file  number  shown  above,  the  Secured
         Party releases  the collateral described in item 7 below.
------------------------------------------------------------------------------------------------------------------------------------
C   [ ]  ASSIGNMENT-The  Secured Party certifies that the Secured Party has assigned to the Assignee above named,  all the Secured C
         Party's  rights under the  Financing  Statement  bearing the file number shown above In the  collateraldescribed  in Item 7
         below.
------------------------------------------------------------------------------------------------------------------------------------
D   [ ]  TERMINATION-The  Secured Party  certifies that the  Secured Party no longer claims a security interest under the Financing
         Statement bearing the file number shown above.
------------------------------------------------------------------------------------------------------------------------------------
E   [X]  AMENDMENT-The  Financing  Statement bearing the file number shown above is amended as set forth in item 7 below. (Signature
         of Debtor required on all amendments.)
------------------------------------------------------------------------------------------------------------------------------------
F   [ ]  OTHER
------------------------------------------------------------------------------------------------------------------------------------
NEW DEBTOR IS AS FOLLOWS:
      HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
      1890 SHORELINE BLVD.
      MOUNTAIN VIEW, CA 94043-1320

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                            9. This Space for Use of Filing Officer
                            (Date)    Nov 30                1998                                        (Date, Time, Filing Office)
                                  --------------------        --
       HIGHPOINT INTERNATIONAL TELECOM, INC.

 By
    ----------------------------------------------------------------------------
             SIGNATURE (S) OF DEBTOR(S)                         (TITLE)
 TELECOMMUNICATIONS FINANCE GROUP

 By:
    ---------------------------------------------------------------------------
             SIGNATURE (S) OF SECURED PARTY (IES)               (TITLE)
--------------------------------------------------------------------------------
1O.                            Return Copy to
             TELECOMMUNICATIONS FINANCE GROUP
             400 RINEHART RD.
             LAKE MARY, FL 32746
             ATTN: J. KEYS (A-5)
                                                                    UNIFORM COMMERCIAL CODE-FORM UCC-2
                                                                             Printed  by UCC
                                                                         Control-Libra Soft, Inc.
(1) FILING OFFICER COPY  Approved by the Secretary of State  229 Johnson St., Suite C, Santa Fe, NM 87501
</TABLE>
<PAGE>
<TABLE>
<S>                        <C>                                   <C>                                   <C>
                                                                                                                  Matthew Dickstein
                 This STATEMENT is presented for filing pursuant to the California Uniform Commercial Code            DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
File No. Orig.               1A. Date at Filing of Orig.    1B. Date of                  1C. Place of Filing Orig.
Financing Statement 1A.      Financing Statement            Orig. Financing Statement    Financing Statement  LOS ANGELES COUNTY
7-360980                               3/11/97                      11/6/96
------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (Last Name First)                                                                    2A. Social Security No., Federal Tax No.
     A INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
Mailing Address                                                          2C. City, State                             2D.Zip Code
l POYDRAS ST.,    675 ONE SHELL             SQUARE                      NEW ORLEANS,        LA                              70139
------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (If Any) (Last Name First)                                                       3A, Social Security No., Federal
Tax No.
------------------------------------------------------------------------------------------------------------------------------------
Mailing Address                                                         3C. City, State                              3D. Zip Code
SECURED PARTY         TELECOMMUNICATIONS FINANCE GROUP                                                  4A Social Security No.,
                                                                                                        Federal Tax No.
      NAME                                                                                              or Bank Transit and A.B.A.
                                                                                                        No.
      MAILING ADDRESS 400 RINEHART ROAD                                                                     52-2122392
      CITY LAKE MARY                               STATE FL                       ZIPCODE 32746
------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (If Any)                                                                      5A Social Security No.,
                                                                                                        Federal Tax No.
      NAME                                                                                              or Bank Transit and A.B.A.
                                                                                                        No.
      MAILING ADDRESS

      CITY                                   STATE                     ZIP CODE
------------------------------------------------------------------------------------------------------------------------------------
A   [ ]  CONTINUATION-The  original  Financing  Statement  between the foregoing Debtor and  Secured Party bearing the file  number
         and date shown above is continued. If collateral is crops or timber, check here   [ ]   and Insert description of real
         property on  which growing or to be grown in item 7 below,
------------------------------------------------------------------------------------------------------------------------------------
B   [ ]  RELEASE-From the collateral described  In  the  Financing  Statement bearing the file  number  shown  above,  the  Secured
         Party releases  the collateral described in item 7 below.
------------------------------------------------------------------------------------------------------------------------------------
C   [ ]  ASSIGNMENT-The  Secured Party certifies that the Secured Party has assigned to the Assignee above named,  all the Secured C
         Party's  rights under the  Financing  Statement  bearing the file number shown above In the  collateraldescribed  in Item 7
         below.
------------------------------------------------------------------------------------------------------------------------------------
D   [ ]  TERMINATION-The  Secured Party  certifies that the  Secured Party no longer claims a security interest under the Financing
         Statement bearing the file number shown above.
------------------------------------------------------------------------------------------------------------------------------------
E   [X]  AMENDMENT-The  Financing  Statement bearing the file number shown above is amended as set forth in item 7 below. (Signature
         of Debtor required on all amendments.)
------------------------------------------------------------------------------------------------------------------------------------
F   [ ]  OTHER
------------------------------------------------------------------------------------------------------------------------------------
NEW DEBTOR IS AS FOLLOWS:
      HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
      1890 SHORELINE BLVD.
      MOUNTAIN VIEW, CA 94043-1320

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
(SITE: LOS ANGELES, CA)
------------------------------------------------------------------------------------------------------------------------------------
                                                                                            9. This Space for Use of Filing Officer
                            (Date)    Nov 30                1998                                        (Date, Time, Filing Office)
                                  --------------------        --
       HIGHPOINT INTERNATIONAL TELECOM, INC.

 By
    ----------------------------------------------------------------------------
             SIGNATURE (S) OF DEBTOR(S)                         (TITLE)
 TELECOMMUNICATIONS FINANCE GROUP

 By:
    ---------------------------------------------------------------------------
             SIGNATURE (S) OF SECURED PARTY (IES)               (TITLE)
--------------------------------------------------------------------------------
1O.                          Return Copy to
             TELECOMMUNICATIONS FINANCE GROUP
             400 RINEHART RD.
             LAKE MARY, FL 32746
             ATTN: J. KEYS (A-5)
                                                                    UNIFORM COMMERCIAL CODE-FORM UCC-2
                                                                             Printed  by UCC
                                                                         Control-Libra Soft, Inc.
(1) FILING OFFICER COPY  Approved by the Secretary of State  229 Johnson St., Suite C, Santa Fe, NM 87501
</TABLE>
<PAGE>
<TABLE>
<S>                                   <C>                                      <C>                                  <C>
                This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
File No. of Orig.            1A. Date at Filing of Orig.    1B. Date of                  1C. Place of Filing Orig.
Financing Statement          Financing Statement            Orig. Financing Statement    Financing Statement
7-360980                               3/11/97                      11/6/96               Los Angeles County
------------------------------------------------------------------------------------------------------------------------------------
DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                                              2A. SS# OR EMPLOYER I.D. NO.

ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
2B.Mailing Address                                                          2C. City, State                             2D.Zip Code
701 POYDRAS ST., 675 ONE SHELL SQUARE                                       NEW ORLEANS, LA                                  70139
------------------------------------------------------------------------------------------------------------------------------------
ADDITIONAL DEBTOR (IF ANY)(LAST NAME FIRST)                                                      3A. SS# OR EMPLOYER I.D. NO

------------------------------------------------------------------------------------------------------------------------------------
3B. MAILING ADDRESS                                                         3C. City, State                             3D.Zip Code

------------------------------------------------------------------------------------------------------------------------------------
SECURED PARTY         TELECOMMUNICATIONS FINANCE GROUP                                              4A. SS# OR EMPLOYER I.D. NO.
                                                                                                            52-2122392
NAME
MAILING ADDRESS     400 RINEHART ROAD
CITY          LAKE MARY                                STATE     FL                                      ZIP CODE  32746
------------------------------------------------------------------------------------------------------------------------------------
ASSIGNEE OF SECURED PARTY (IF ANY)                                                                   5A. SS# OR EMPLOYER I.D. NO.
NAME
MAILING ADDRESS
CITY                                                   STATE                                             ZIP CODE
------------------------------------------------------------------------------------------------------------------------------------
-----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT  6B, PRE-CHAPTER 9 ENTRY NO.  6C. PARISH IN WHICH FILED   6D. DATE OF ORIGINAL FILING
36-114237                                                                  PARISH OF ORLEANS, LA                 1/22/97
------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
     A   [ ]  CONTINUATION-  The original  Financing  Statement  between the Debtor and Secured  Party bearing the file number shown
              above is still effective.
     B   [ ]  RELEASE- The Secured Party releases the collateral  described in Item No. 8 below from the Financing Statement bearing
              the number shown above.
     C   [ ]  PARTIAL  ASSIGNMENT-  Some or the secured party's rights under the Financing  Statement  bearing the file number shown
              above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
              forth in Item No. 8 below.
     D   [ ]  ASSIGNMENT-  The Secured  Party has  assigned to the  Assignee  above named all the Secured  Party's  rights under the
              Financing Statement bearing the file number shown above.
     E   [ ]  TERMINATION-  The Secured Party no longer claims a security  interest under the Financing  Statement  bearing the file
              number shown above.
     F   [X]  AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
     G   [ ]  OTHER
                   ----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
     HIGHPOINT INTERNATIONAL TELECOM, INC. FEIN: 91-1917016
     1890 SHORELINE BLVD.
     MOUNTAIN VIEW, CA 94043-1320

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.

(SITE: LOS ANGELES, CA)

------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED                                              12. THIS SPACE FOR USE OF FILING OFFICER
   HIGHPOINT INTERNATIONAL TELECOM, INC.                                                   (DATE, TIME, ENTRY # AND FILING OFFICER)

-------------------------------------------------------------------------------
                           PARTY (IES) (if applicable)
   TELECOMMUNICATIONS FINANCE GROUP

--------------------------------------------------------------------------------
11. Return copy to:

NAME TELECOMMUNICATIONS FINANCE GROUP

ADDRESS    400 RINEHART RD.
           LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5)                                       ----------------------------------------------------
-------------------------------------------------------------------------------
                                                                                        13. Number of additional sheets presented 0
                                                                               ----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)

         (1) FILING OFFICER COPY
</TABLE>


<PAGE>
<TABLE>
<S>                                       <C>                                         <C>
  This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code.     3 Maturity date (if any):
                                                                                                                DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address (es)  2. Secured Party (ies) and address (es)  For Filing Officer (Date, Time,
                                                                                          Number, and Filing
ATHENA INTERNATIONAL LTD.                       TELECOMMUNICATIONS FINANCE                       Office)
LIABILITY CO.                                   GROUP
701 POYDRAS ST., 675 ONE SHELL                  400 RINEHART ROAD
NEW ORLEANS, LA 70139                           LAKE MARY, FL 32746
FEIN: 72-1280590                                FEIN: 52-2122392
---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No.  942086285

   Filed with Secretary of State, CO Date Filed     11/21/94
------------------------------------------------------------------------------------------------------------------------------------
5. [ ] Continuation.     The original financing statement between the foregoing Debtor and Secured Party,  bearing file number shown
                         above, is still effective.
6. [ ] Termination.      Secured party no longer claims a security interest under the financing  statement bearing file number shown
                         above.
7. [ ] Assignment.       The secured  party's  right under the financing  statement  bearing file number shown above to the properly
                         described in Item 10 have been assigned to the Assignee whose name and address appears in Item 10.
8. [X] Amendment         Financing Statement bearing file number shown above is amended as set forth in item 10.
9. [ ] Partial Release   Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
                         shown above.
------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
        HIGHPOINT INTERNATIONAL TELECOM, INC.                           - FEIN: 91-1917016
        1890 SHORELINE BLVD.
        MOUNTAIN VIEW, CA 94043-1320

     THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
     (SITE: DENVER, CO)
                                                                                 No. of additional Sheets presented: 0
------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC.                                                TELECOMMUNICATIONS FINANCE GROUP

-----------------------------------------------------------------------              -----------------------------------------------
By:                                                                                  By:
   --------------------------------------------------------------------              -----------------------------------------------
   Signature(s) Of Debtor(s) (necessary only if item 8 is applicable).                  Signature(s) of Secured Party (ies)

                                                  STANDARD FORM-FORM UCC-3

</TABLE>

<PAGE>
<TABLE>
<S>                                   <C>                                      <C>                                  <C>
                This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                                              1B. SS# OR EMPLOYER I.D. NO.

ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE                                            NEW ORLEANS, LA 70139
------------------------------------------------------------------------------------------------------------------------------------
2A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                              2B. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY)                                         3B. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY                             SECURED PARTY INFORMATION                                4B. SS# OR EMPLOYER I.D. NO.

TELECOMMUNICATIONS FINANCE GROUP                                                                      52-2122392
------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS

400 RINEHART ROAD                                                                LAKE MARY, FL 32746
------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY)                                                                5B. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS

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

-----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
-----------------------------------------------                            --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT  6B., PRE-CHAPTER 9 ENTRY NO.  6C. PARISH IN WHICH FILED   6D. DATE OF ORIGINAL FILING
36-108564                                                                  PARISH OF ORLEANS, LA                 7/15/96
------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
     A   [ ]  CONTINUATION-  The original  Financing  Statement  between the Debtor and Secured  Party bearing the file number shown
              above is still effective.

     B   [ ]  RELEASE- The Secured Party releases the collateral  described in Item No. 8 below from the Financing Statement bearing
              the number shown above.

     C   [ ]  PARTIAL  ASSIGNMENT-  Some of the secured party's rights under the Financing  Statement  bearing the file number shown
              above have been assigned to the assignee above named. A description of the collateral subject to the assignment is set
              forth in Item No. 8 below.

     D   [ ]  ASSIGNMENT-  The Secured  Party has  assigned to the  Assignee  above named all the Secured  Party's  rights under the
              Financing Statement bearing the file number shown above.

     E   [ ]  TERMINATION-  The Secured Party no longer claims a security  interest under the Financing  Statement  bearing the file
              number shown above.

     F   [X]  AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
     G   [ ]  OTHER
                   ----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
     HIGHPOINT INTERNATIONAL TELECOM, INC.
     1890 SHORELINE BLVD.
     MOUNTAIN VIEW, CA 94043-1320

     FEIN: 91-1917016

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.

(SITE: NEW YORK, NY)


------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE(S) OF DEBTOR(S) IF REQUIRED                                                12. THIS SPACE FOR USE OF FILING OFFICER
   HIGHPOINT INTERNATIONAL TELECOM, INC.                                                   (DATE, TIME, ENTRY # AND FILING OFFICER)

   illegible
-------------------------------------------------------------------------------
                           PARTY(IES) (if applicable)

10. SIGNATURE(S) OF SECURED

   TELECOMMUNICATIONS FINANCE GROUP

--------------------------------------------------------------------------------
11. Return copy to:

NAME       TELECOMMUNICATIONS FINANCE GROUP

ADDRESS    400 RINEHART RD.
           LAKE MARY, FL 32746
CITY, STATE ZIP CODE  ATTN: J. KEYS (A-5)                                       ----------------------------------------------------
-------------------------------------------------------------------------------
                                                                                        13. Number of additional sheets presented 0
                                                                               ----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)

         (1) FILING OFFICER COPY
</TABLE>


<PAGE>

<TABLE>
<CAPTION>
<S>                                       <C>                                         <C>
  This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code.     3 Maturity date (if any):
                                                                                                                DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address (es)  2. Secured Party (ies) and address (es)  For Filing Officer (Date, Time,
                                                                                          Number, and Filing
ATHENA INTERNATIONAL LTD.                       TELECOMMUNICATIONS FINANCE                       Office)
LIABILITY CO. DBA ATHENA                        GROUP
INTERNATIONAL, LLC                              400 RINEHART ROAD
701 POYDRAS ST., 675 ONE SHELL                  LAKE MARY, FL 32746
NEW ORLEANS, LA 70139                           FEIN: 52-2122392
FEIN: 72-1280590
---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No.  96PN32501

   Filed with NEW YORK COUNTY, NY  Date Filed     7/26/96
------------------------------------------------------------------------------------------------------------------------------------
5. [ ] Continuation.     The original financing statement between the foregoing Debtor and Secured Party,  bearing file number shown
                         above, is still effective.
6. [ ] Termination.      Secured party no longer claims a security interest under the financing  statement bearing file number shown
                         above.
7. [ ] Assignment.       The secured  party's  right under the financing  statement  bearing file number shown above to the properly
                         described in Item 10 have been assigned to the Assignee whose name and address appears in Item 10.
8. [X] Amendment         Financing Statement bearing file number shown above is amended as set forth in item 10.
9. [ ] Partial Release   Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
                         shown above.
------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
        HIGHPOINT INTERNATIONAL TELECOM, INC.                           - FEIN: 91-1917016
        1890 SHORELINE BLVD.
        MOUNTAIN VIEW, CA 94043-1320

     THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
     (SITE: NEW YORK, NY)
                                                                                 No. of additional Sheets presented: 0
------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC.                                                TELECOMMUNICATIONS FINANCE GROUP

-----------------------------------------------------------------------              -----------------------------------------------
By:                                                                                  By:
   --------------------------------------------------------------------              -----------------------------------------------
   Signature(s) Of Debtor(s) (necessary only if item 8 is applicable).                  Signature(s) of Secured Party (ies)

                                                  STANDARD FORM-FORM UCC-3
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
<S>                                   <C>                                      <C>                                  <C>
                This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR (LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                                              1B. SS# OR EMPLOYER I.D. NO.

ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE                                            NEW ORLEANS, LA 70139
------------------------------------------------------------------------------------------------------------------------------------
2A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                             2B. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY)                                         3B. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY                             SECURED PARTY INFORMATION                                4B. SS# OR EMPLOYER I.D. NO.

TELECOMMUNICATIONS FINANCE GROUP                                                                      52-2122392
------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS

400 RINEHART ROAD                                                                LAKE MARY, FL 32746
------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY)                                                                5B. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS

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

-----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
-----------------------------------------------                            --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT  6B. PRE-CHAPTER 9 ENTRY NO.  6C. PARISH IN WHICH FILED   6D. DATE OF ORIGINAL FILING
36-108564                                                                  PARISH OF ORLEANS, LA                 7/15/96
------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
     A   [ ]  CONTINUATION-  The original  Financing  Statement  between the Debtor and Secured  Party bearing the file number shown
              above is still effective.

     B   [ ]  RELEASE- The Secured Party releases the collateral  described in Item No. 8 below from the Financing Statement bearing
              the number shown above.

     C   [ ]  PARTIAL  ASSIGNMENT-  Some of the secured party's rights under the Financing  Statement  bearing the file number shown
              above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
              forth in Item No. 8 below.

     D   [ ]  ASSIGNMENT-  The Secured  Party has  assigned to the  Assignee  above named all the Secured  Party's  rights under the
              Financing Statement bearing the file number shown above.

     E   [ ]  TERMINATION-  The Secured Party no longer claims a security  interest under the Financing  Statement  bearing the file
              number shown above.

     F   [X]  AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
     G   [ ]  OTHER
                   ----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
     HIGHPOINT INTERNATIONAL TELECOM, INC.
     1890 SHORELINE BLVD.
     MOUNTAIN VIEW, CA 94043-1320

     FEIN: 91-1917016

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.

(SITE: NEW YORK, NY)


------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE(S) OF DEBTOR(S) IF REQUIRED                                               12. THIS SPACE FOR USE OF FILING OFFICER
   HIGHPOINT INTERNATIONAL TELECOM, INC.                                                   (DATE, TIME, ENTRY # AND FILING OFFICER)

  illegible
-------------------------------------------------------------------------------
SIGNATURE(S) OF SECURED PARTY (IES) (if applicable)
   TELECOMMUNICATIONS FINANCE GROUP

--------------------------------------------------------------------------------
11. Return copy to:

NAME          TELECOMMUNICATIONS FINANCE GROUP

ADDRESS       400 RINEHART RD.
CITY, STATE   LAKE MARY, FL 32746
ZIP CODE      ATTN: J. KEYS (A-5)                                               ----------------------------------------------------
-------------------------------------------------------------------------------
                                                                                        13. Number of additional sheets presented 0
                                                                                ----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)

         (1) FILING OFFICER COPY
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
<S>                                   <C>                                      <C>                                  <C>
                This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR {LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                                              1B. SS# OR EMPLOYER I.D. NO.

ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE                                            NEW ORLEANS, LA 70139
------------------------------------------------------------------------------------------------------------------------------------
A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                              2B. SS# OR EMPLOYER I.D. NO

------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY)                                         3B. SS# OR EMPLOYER I.D. NO

------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY                             SECURED PARTY INFORMATION                                4B SS# OR EMPLOYER I.D. NO.

TELECOMMUNICATIONS FINANCE GROUP                                                                      52-2122392
------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS

400 RINEHART ROAD                                                                LAKE MARY, FL 32746
------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY)                                                                58. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS

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

-----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
-----------------------------------------------                            --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT  6B, PRE-CHAPTER 9 ENTRY NO.  6C. PARISH IN WHICH FILED   6D. DATE OF ORIGINAL FILING
36-114237                                                                  PARISH OF ORLEANS, LA                 1/22/97
------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
     A   [ ]  CONTINUATION-  The original  Financing  Statement  between the Debtor and Secured  Party bearing the file number shown
              above is still effective.

     B   [ ]  RELEASE- The Secured Party releases the collateral  described in Item No. 8 below from the Financing Statement bearing
              the number shown above.

     C   [ ]  PARTIAL  ASSIGNMENT-  Some or the secured party's rights under the Financing  Statement  bearing the file number shown
              above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
              forth in Item No. 8 below.

     D   [ ]  ASSIGNMENT-  The Secured  Party has  assigned to the  Assignee  above named all the Secured  Party's  rights under the
              Financing Statement bearing the file number shown above.

     E   [ ]  TERMINATION-  The Secured Party no longer claims a security  interest under the Financing  Statement  bearing the file
              number shown above.

     F   [X]  AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
     G   [ ]  OTHER
                   ----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
     HIGHPOINT INTERNATIONAL TELECOM, INC.
     1890 SHORELINE BLVD.
     MOUNTAIN VIEW, CA 94043-1320

     FEIN: 91-1917016

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.

(SITE: LOS ANGELES, CA)


------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED                                              12. THIS SPACE FOR USE OF FILING OFFICER
   HIGHPOINT INTERNATIONAL TELECOM, INC.                                                   (DATE, TIME, ENTRY # AND FILING OFFICER)


-------------------------------------------------------------------------------
                           PARTY (IES) (if applicable)
   TELECOMMUNICATIONS FINANCE GROUP

--------------------------------------------------------------------------------
11. Return copy to:

NAME TELECOMMUNICATIONS FINANCE GROUP

ADDRESS    400 RINEHART RD.
           LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5)                                        ----------------------------------------------------
-------------------------------------------------------------------------------
                                                                                        13. Number of additional sheets presented 0
                                                                                ----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)

         (1) FILING OFFICER COPY

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                   <C>                                      <C>                                  <C>
                This STATEMENT is presented for filing pursuant to Chapter 9 of the Louisiana Commercial Laws DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1A. DEBTOR {LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                                              1B. SS# OR EMPLOYER I.D. NO.

ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC                                     72-1280590
------------------------------------------------------------------------------------------------------------------------------------
701 POYDRAS ST., 675 ONE SHELL SQUARE                                            NEW ORLEANS, LA 70139
------------------------------------------------------------------------------------------------------------------------------------
A. ADDITIONAL DEBTOR (IF ANY)(LAST NAME, FIRST, MIDDLE-IF AN INDIVIDUAL)                              2B. SS# OR EMPLOYER I.D. NO

------------------------------------------------------------------------------------------------------------------------------------
2C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
3A. ADDITIONAL DEBTOR DEBTOR'S TRADE NAMES OR STYLES (IF ANY)                                         3B. SS# OR EMPLOYER I.D. NO

------------------------------------------------------------------------------------------------------------------------------------
3C. MAILING ADDRESS

------------------------------------------------------------------------------------------------------------------------------------
4A. SECURED PARTY                             SECURED PARTY INFORMATION                                4B SS# OR EMPLOYER I.D. NO.

TELECOMMUNICATIONS FINANCE GROUP                                                                      52-2122392
------------------------------------------------------------------------------------------------------------------------------------
4C. MAILING ADDRESS

400 RINEHART ROAD                                                                LAKE MARY, FL 32746
------------------------------------------------------------------------------------------------------------------------------------
5A. ASSIGNEE OF SECURED PARTY (IF ANY)                                                                58. SS# OR EMPLOYER I.D. NO.

------------------------------------------------------------------------------------------------------------------------------------
5C. MAILING ADDRESS

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

-----------------------------------------------ORIGINAL FINANCING STATEMENT--------------------------------------------------------
-----------------------------------------------                            --------------------------------------------------------
6A. FILE NO. OF ORIGINAL FINANCING STATEMENT  6B, PRE-CHAPTER 9 ENTRY NO.  6C. PARISH IN WHICH FILED   6D. DATE OF ORIGINAL FILING
36-114237                                                                  PARISH OF ORLEANS, LA                 1/22/97
------------------------------------------------------------------------------------------------------------------------------------
7. TYPE OF ACTION (Check only one)
     A   [ ]  CONTINUATION-  The original  Financing  Statement  between the Debtor and Secured  Party bearing the file number shown
              above is still effective.

     B   [ ]  RELEASE- The Secured Party releases the collateral  described in Item No. 8 below from the Financing Statement bearing
              the number shown above.

     C   [ ]  PARTIAL  ASSIGNMENT-  Some or the secured party's rights under the Financing  Statement  bearing the file number shown
              above have been assigned to the assignee above Named. A description of the collateral subject to the assignment is set
              forth in Item No. 8 below.

     D   [ ]  ASSIGNMENT-  The Secured  Party has  assigned to the  Assignee  above named all the Secured  Party's  rights under the
              Financing Statement bearing the file number shown above.

     E   [ ]  TERMINATION-  The Secured Party no longer claims a security  interest under the Financing  Statement  bearing the file
              number shown above.

     F   [X]  AMENDMENT- The Financing Statement bearing the file number shown above is amended as set forth in Item No. 8 below.
     G   [ ]  OTHER
                   ----------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------------------
8. DESCRIPTION (Required for Release, Assignment, Amendment and Reinscription of Pre-Chapter 9 Filings)
NEW DEBTOR IS AS FOLLOWS:
     HIGHPOINT INTERNATIONAL TELECOM, INC.
     1890 SHORELINE BLVD.
     MOUNTAIN VIEW, CA 94043-1320

     FEIN: 91-1917016

THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.

(SITE: LOS ANGELES, CA)


------------------------------------------------------------------------------------------------------------------------------------
9. SIGNATURE (S) OF DEBTOR (S) IF REQUIRED                                              12. THIS SPACE FOR USE OF FILING OFFICER
   HIGHPOINT INTERNATIONAL TELECOM, INC.                                                   (DATE, TIME, ENTRY # AND FILING OFFICER)


-------------------------------------------------------------------------------
                           PARTY (IES) (if applicable)
   TELECOMMUNICATIONS FINANCE GROUP

--------------------------------------------------------------------------------
11. Return copy to:

NAME TELECOMMUNICATIONS FINANCE GROUP

ADDRESS    400 RINEHART RD.
           LAKE MARY, FL 32746
ZIP CODE CITY, STATE ATTN: J. KEYS (A-5)                                       ----------------------------------------------------
-------------------------------------------------------------------------------
                                                                                        13. Number of additional sheets presented 0
                                                                               ----------------------------------------------------
LOUISIANA APPROVED FORM UCC-3 SECRETARY OF STATE W. FOX McKEITHEN (REV. 1/92)

         (1) FILING OFFICER COPY
</TABLE>

<PAGE>
                                 LEASE AGREEMENT

     This  LEASE   AGREEMENT,   is   effective   on  October  31,  1996  between
TELECOMMUNICATIONS    FINANCE   GROUP   (hereinafter   "Lessor"),   and   ATHENA
INTERNATIONAL LTD. LIABILITY CO. dba ATHENA INTERNATIONAL,  LLC, a Louisiana LLC
corporation  with its principal office located at 701 Poydras St., 675 One Shell
Square, New Orleans, LA 70139, (hereinafter "Lessee"). Louisiana LLC

           1.     Lease

                  Lessor,  subject  to the  conditions  set forth in  Section 25
hereof,  agrees to lease to  Lessee  and  Lessee  agrees  to lease  from  Lessor
hereunder,  those  items  of  personal  property  (the  "equipment")  which  are
described on Schedule I of Exhibit A hereto and amendments to Schedule 1. Lessee
agrees to execute and deliver to Lessor a certificate of delivery and acceptance
in  substantively  the form of  Exhibit  A  hereto  (a  "Delivery  Certificate")
immediately after Turnover of the equipment, and such execution shall constitute
Lessee's  irrevocable  acceptance of such items of equipment for all purposes of
this Lease.  The Delivery  Certificate  shall constitute a part of this Lease to
the same extent as if the provisions thereof were set forth herein.

           2.     Definitions

                  "Amortization  Deductions"  as  defined  in Section 11 (b) (1)
                  hereof.

                  "Appraisal  Procedure" shall mean the following  procedure for
                  determining  the  Fair  Market  Sale  Value  of  any  item  of
                  equipment.  If either Lessor or Lessee shall request by notice
                  (the  "Appraisal  Request")  to the other  that such  value be
                  determined by the Appraisal  Procedure,  (i) Lessor and Lessee
                  shall, within 15 days after the Appraisal Request,  appoint an
                  Independent  appraiser mutually  satisfactory to them, or (ii)
                  if the  parties  are unable to agree on a mutually  acceptable
                  appraiser within such time, Lessor and Lessee each appoint one
                  independent  appraiser  (provided  that if either party hereto
                  fails to notify the other party  hereto of the identity of the
                  independent  appraiser  chosen by it within 30 days  after the
                  Appraisal  Request,  the  determination of such value shall be
                  made by the independent appraiser chosen by such other party),
                  and (iii) if such appraisers cannot agree on such value within
                  20 days after their  appointment  and if one  appraisal is not
                  within 5% of the other  appraisal,  Lessor  and  Lessee  shall
                  choose a third independent  appraiser mutually satisfactory to
                  them (or, if they fall to agree upon a third appraiser  within
                  25 days  after the  appointment  of the two  appraisers,  such
                  third independent appraiser shall within 20 days thereafter be
                  appointed by the American Arbitration Association). such value
                  shall be determined by such third independent appraiser within
                  20 days after his  appointment,  after  consultation  with the
                  other two Independent appraisers.  If the first two appraisals
                  are  within  5% of each  other,  then the  average  of the two
                  appraisals  shall be the Fair Market Sale Value.  The fees and
                  expenses of all appraisers shall be paid by Lessee.

                  "Business Day" shall mean a day other than a Saturday,  Sunday
                  or legal holiday under the laws of the State of Florida.

                  "Code"  shall  mean the  Internal  Revenue  Code of  1954,  as
                  amended, or any comparable successor law.

                  "Commencement Date" as defined in Section 3 hereof.

                  "Default"  shall mean any event or  condition  which after the
                  giving  of  notice  or lapse of time or both  would  become an
                  Event of Default.

                  "Delivery   Certificate"  as  defined  in  Section  1  hereof.
                  "Equipment" as defined in Section 1 hereof.

                  "Event of Default" as defined in Section 18 hereof.

                  "Event  of  Loss"  shall  mean,  with  respect  to any item of
                  equipment,  the actual or constructive total loss of such item
                  of equipment or the use  thereof,  due to theft,  destruction,
                  damage beyond repair or rendition  thereof  permanently  unfit
                  for  normal   use  from  any   reason,   whatsoever,   or  the
                  condemnation,  confiscation  or seizure of, or  requisition of
                  title to or use of, such item of equipment.

                  "Fair  Market Sale Value"  shall,  at any time with respect to
                  any item of equipment, be equal to the sale value of such item
                  of  equipment  which  would  be  obtained  in an  arm's-length
                  transaction  between an informed  and willing  seller under no
                  compulsion  to sell and an  informed  and  willing  buyer-user
                  (other  than  a  lessee  currently  in  possession  or a  used
                  equipment  or scrap  dealer).  For  purposes  of Section  7(b)
                  hereof,  Fair Market Sale Value shall be  determined by (i) an
                  independent appraiser (at Lessee's expense) selected by Lessor
                  or (ii) by the Appraisal Procedure if the Appraisal Request is
                  made at least 90 days (but not more  than 360  days)  prior to
                  the  termination  or expiration of the Lease Term, as the case
                  may  be,  which   determination  shall  be  made  (a)  without
                  deduction for any costs or expenses of dismantling or removal;
                  and (b) on the assumption  that such item of equipment is free
                  and dear of all Liens and is in the  condition  and  repair in
                  which it is required to be returned  pursuant to Section 7 (a)
                  hereof. For purposes of Section 19(c) hereof, Fair Market Sale
                  Value  shall  be  determined  (at  Lessee's   expense)  by  an
                  independent   appraiser  selected  by  Lessor,  on  an  "as-is
                  where-is"  basis,  without regard to the provisions of clauses
                  (a) and (b) above; provided that if Lessor shall have sold any
                  item of  equipment  pursuant to Section  19(b) hereof prior to
                  giving the notice  referred to in Section 19(c)  hereof,  Fair
                  Market Sale Value of such item of  equipment  shall be the net
                  proceeds  of  such  sale  after  deduction  of all  costs  and
                  expenses incurred by Lessor in connection therewith:  provided
                  further,  that if for any reason  Lessor is not able to obtain
                  possession of any item of equipment  pursuant to Section 19(a)
                  hereof,  the Fair Market Sale Value of such item of  equipment
                  shall be zero.

                  "Imposition" as defined in Section 11 (a) hereof.

               TFGLN001                                                4-


<PAGE>
               (e) Financial Condition of the Lessee.

              The financial  statements and any other  financial  information of
     Lessee  heretofore  furnished to Lessor are complete and correct and fairly
     present the financial condition of Lessee and the results of its operations
     for the respective  periods covered thereby,  there are no known contingent
     liabilities or  liabilities  for taxes of Lessee which are not reflected in
     said  financial  statements  and since the date thereof,  there has been no
     material adverse change in such financial condition or operations.

               (f) No Litigation.
              There is no action, suit, investigation or proceeding by or before
     any  court,   arbitrator,   administrative  agency  or  other  governmental
     authority  pending  or  threatened  against or  affecting  Lessee (A) which
     involves the transactions  contemplated by this Lease or the equipment;  or
     (B) which, if adversely determined, could have a material adverse effect on
     the financial condition, business or operations of Lessee.

               (g) United States Source Income.

              No items of  equipment  shall be used in a way that results in the
     creation  of an item of income to Lessor,  the source of which for  Federal
     Income Tax purposes is without the United States.

     9.       Liens.

              Lessee will not  directly or  indirectly  create,  incur,  assume,
suffer, or permit to exist any Lien on or with respect to the equipment.

     10.      Insurance.

              Lessee  shall  maintain  at all  times  on the  equipment,  at its
     expense,  property  damage,  direct damage and liability  insurance in such
     amounts, against such risks in such form and with such insurers as shall be
     reasonably  satisfactory to Lessor and any other Owner  provided,  that the
     amount of direct  damage  insurance  shall not on any date be less than the
     greater of the full  replacement  value or the Stipulated Loss Value of the
     equipment as of such date. Each insurance  policy will, among other things,
     name Lessor and any other Owner as an  additional  insured or as loss payee
     (as the  case may be) as  their  interests  may  appear,  require  that the
     insurer  give  Lessor  and any such Owner at least  thirty  (30) days prior
     written  notice of any alteration in or  cancellation  of the terms of such
     policy, and require that the interest of Lessor and any such Owner continue
     to be insured  regardless  of any breach of or  violation  by Lessee of any
     warranties,  declarations  or conditions  contained in such policy.  Lessee
     shall  furnish  to Lessor and such Owner a  certificate  or other  evidence
     satisfactory to Lessor that such insurance  coverage is in effect provided,
     however, that Lessor and such Owner shall be under no duty to ascertain the
     existence or adequacy of such insurance.

      11.     Taxes.

              (a) General Tax Provisions.

          Lessee shall timely pay, and shall  indemnify and hold Lessor harmless
     from and against,  all fees, taxes (whether sales,  use,  excise,  personal
     property or other taxes). Imposts,  duties,  withholdings,  assessments and
     other  governmental   charges  of  whatever  kind  or  character.   however
     designated (together with any penalties, fines or interest thereon), all of
     the foregoing being herein collectively called "Impositions",  which are at
     any time levied or imposed under this lease against  Lessor,  Lessee,  this
     Lease,  the equipment or any part thereof by any Federal,  State,  or Local
     Government  or taxing  authority  in the  United  States or by any  foreign
     government  or any  subdivision  or taxing  authority  thereof  upon,  with
     respect to, as a result of or measured  by (i) the  equipment  (or any part
     thereof), or this Lease or the interests of the Lessor therein; or (ii) the
     purchase,  ownership,  delivery,  leasing,  possession,  maintenance,  use,
     operation,  return,  sale or other disposition of the equipment or any Part
     thereof;  or (iii) the  rentals,  receipts or earnings  payable  under this
     Lease  or  otherwise  arising  from  the  equipment  or any  part  thereof;
     excluding,  however. taxes based on or measured by the net income of Lessor
     that are imposed by (1) the United  States of America,  or (2) the State of
     Florida or any political  subdivision  of the State of Florida,  or (3) any
     other State of the United States of America or any political subdivision of
     any such  State in which  Lessor is subject  to  impositions  as the result
     (whether solely or in part) of business or  transactions  unrelated to this
     Lease. In case any report or return is required to be filed with respect to
     any obligation of Lessee under this Section or arising out of this Section,
     Lessee  will  notify  Lessor of such  requirement  and make such  report or
     return in such manner as shall be  satisfactory to Lessor,  provided,  that
     the payment of any use taxes shall be made in such manner as  specified  by
     Lessor in writing to Lessee;  or (iv) The  provisions of this Section shall
     survive the expiration or earlier termination of this Lease.

               (b) Special Tax Provisions.

                      (1) The Owner of the items of equipment, shall be entitled
     to take into account in computing its Federal Income tax liability, Current
     Tax Rate and such deductions,  credits,  and other benefits as are provided
     by the Code to an owner of property, including, without limitation:

                      (A) Recovery  deductions  ("Recovery   Deductions")  under
     Section  168 (a) of the  Code  for  each  item of  equipment  in an  amount
     determined,  commencing  with the 1997 taxable  year,  by  multiplying  the
     Owner's Cost of such item of equipment by the percentages  applicable under
     Section 168 (b) of the Code with respect to "(5)-year  property" within the
     meaning of Section 168 (c) (2) of the Code;

                      (B) Amortization of expenses  ("Amortization  Deductions")
     paid or to be paid by Owner in connection with this Lease at a rate no less
     rapid than straight line over the Lease Term.

           TFGLN001                                                     INITIAL


<PAGE>


                  (ii) For the purposes of this Subsection 11 (b) only, the term
"owner" shall include the "common parent" and all other corporations included in
the  affiliated  group,  within the meaning of Section  1504 of the Code (or any
other successor section thereto), of which Owner is or becomes a member.

12.     Compliance with Laws: Operation and Maintenance,

        (a) Lessee will use the equipment in a careful and proper  manner,  will
comply with and conform to all governmental laws, rules and regulations relating
thereto,  and will cause the  equipment  to be operated in  accordance  with the
manufacturer's or supplier's instructions or manuals.

        (b) Lessee will, at its own expense,  keep and maintain the equipment in
good repair,  condition and working  order and furnish all parts,  replacements,
mechanisms,  devices  and  servicing  required  therefore  so  that  the  value,
condition and operating efficiency therefore will at all times be maintained and
preserved,  reasonable wear and tear excepted.  Lessee will, at its own expense,
perform all required acts  necessary to maintain any  manufacturer's  warranties
and guarantees respecting the equipment.  All such repairs,  parts,  mechanisms,
devices and replacements  immediately,  without further act, become the property
of Lessor and part of the equipment.

        (c) Lessee will not make or authorize any improvement,  change, addition
or  alteration to the equipment  (1) If such  improvement,  change,  addition or
alteration will impair the originally  intended function or use of the equipment
or impair the value of the  equipment  as it existed  immediately  prior to such
improvement,  change, addition or alteration;  or (ii) if any parts installed in
or attached to or otherwise  becoming a part of the equipment as a result of any
such improvement,  change, addition or alteration shall not be readily removable
without  damage  to the  equipment.  Any part  which  is added to the  equipment
without violating the provisions of the immediately preceding sentence and which
is not a replacement  or  substitution  for any property which was a part of the
equipment,  shall  remain the property of Lessee and may be removed by Lessee at
any time prior to the  expiration or earlier  termination of the Lease Term. All
such parts shall be and remain free and clear of any Liens.  Any such part which
is not so removed prior to the  expiration or earlier  termination  of the Lease
Term shall, without further act, become the property of Lessor.

13.     Inspection.

           Upon reasonable notice, Lessor or its authorized representatives  may
at any reasonable time or times inspect the equipment when it deems it necessary
to protect its interest therein.

14.     Identification.

        Lessee shall, at its expense,  attach to each item of equipment a notice
satisfactory to Lessor disclosing Owner's ownership of such item of equipment.

15.     Personal Property.

        Lessee  represents  that the equipment  shall be and at all times remain
separately  identifiable  personal property.  Lessee shall, at its expense, take
such  action  (including  the  obtaining  and  recording  of  waivers) as may be
necessary to prevent any third party from  acquiring any right to or interest in
the equipment by virtue of the  equipment  being deemed to be real property or a
part of real property or a part of other personal  property,  and it at any time
any person shall claim any such right or interest, Lessee shall, at its expense,
cause  such claim to be waived in wiring or  otherwise  eliminated  to  Lessor's
satisfaction  within 30 days after such claim shall have first  become  known to
Lessee.

16.     Loss or Damage.

        (a) All risk of loss,  theft,  damage or destruction to the equipment or
any part thereof, however incurred or occasioned,  shall be borne by Lessee and,
unless such occurrence constitutes an Event of Loss pursuant to paragraph (b) of
this Section,  Lessee shall promptly give Lessor written notice hereof and shall
promptly  cause the  affected  part or parts of the  equipment to be replaced or
restored to the  condition  and repair  required to be  maintained by Section 12
hereof.

        (b) If an Event of Loss  with  respect  to any item of  equipment  shall
occur,  Lessee shall  promptly give Lessor written  notice  thereof,  and Lessee
shall pay to Lessor as soon as it receives  insurance  proceeds  with respect to
said Event of Loss but in any event no later  than 90 days after the  occurrence
of said  Event of Loss an  amount  equal to the sum of (i) the  Stipulated  Loss
Value of such item of  equipment  computed  as of the , Rent  Payment  Date with
respect to such item of equipment on or  immediately  preceding  the date of the
occurrence  of such Event of Loss;  and (ii) all rent and other  amounts due and
owing hereunder for such item of equipment on or prior to the Loss Payment Date.
Upon  payment  of such  amount to  Lessor,  the lease of such item of  equipment
hereunder shall terminate, and Lessor will transfer within forty days to Lessee,
Lessor's right, title, if any, and interest in and to such item of equipment, on
an "as-is,  where-is"  basis,  without  recourse and without  representation  or
warranty, express or implied, other than a representation and warranty that such
item of equipment is free and clear of any Lessor's Liens.

        (c) Any  payments  received  at any time by Lessor  or  Lessee  from any
insurer  with  respect  to loss or damage to the  equipment  shall be applied as
follows:  (1) If such  payments are  received  with respect to o n Event of Loss
they shall be paid to Lessor,  but to the extent received by Lessor,  they shall
reduce as the ease may be,  Levee's  obligation to pay the amounts due to Lessor
under  Section 16 Co) hereof with respect to such Event of Loss; or (ii) if such
payments  are received  with  respect to any loss of or damage to the  equipment
other than an Event of Loss, such payments  shall,  unless a Default or Event of
Default  shall  have  occurred  and be  continuing,  be paid  over to  Lessee to
reimburse Lease for Its payment of the costs and expenses  incurred by Lessee in
replacing  or  restoring  pursuant to Section 16 (a) hereof the Part or parts of
the equipment which suffered such loss or damage.

TFGLNO01                     .6-                                           i~4~


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17.     General Indemnity

        Lessee assumes liability for and shall indemnify,  protect save and keep
harmless  Lessor.  the  partners  comprising  Lessor,  its and their  directors,
officers employees,  agents,  servants,  successors and assigns (an "indemnity")
from  and  against  any  and  all  liabilities,   obligation,  losses,  damages,
penalties,  claims,  actions,  suits, costs and expenses,  including  reasonable
legal  expenses,  of  whatsoever  kind and nature,  imposed  on,  incurred by or
asserted  against any  indemnity.  In any way relating to or arising out of this
Lease or the  enforcement  hereof,  or the  manufacture,  purchase,  acceptance,
rejection,  rejection,  ownership,  possession, use, selection, delivery, lease,
operation,  condition, sale, return or other disposition of the equipment or any
part thereof (including. without limitation, latent or other defects, whether or
not discoverable by Lessee or any other person, any claim in tort whether or not
for strict  liability  and any claim for Patent,  trademark,  copyright or other
intellectual property infringement); provided, however, that Lessee shall not be
required to indemnify any indemnity for loss or liability resulting from acts or
events which occur after the equipment has been returned to Lessor in accordance
with the Lease,  or for loss or  liability  resulting  solely  from the  willful
misconduct or gross negligence of such indemnity. The provisions of this Section
shall survive the expiration or earlier termination of this Lease.

18.     Events or Default.

        The following  events shall each  constitute an event of default (herein
called  "Event of Default")  under this Lease:

         (i) Lessee shall fail to execute and  deliver to  Lessor  (or  Lessor's
agent) the "Delivery  Certificate"  within  twenty,  four (24) hours of Turnover
of the equipment to Lessee.

        (ii) Lessee  shall fail to commence  lease  payments on the first day of
the month  following the  Commencement  Date, or such other  initiation of lease
payments specified in Section 5 of this Lease.

        (iii)  Lessee  shall fail to make any  payment  of rent or other  amount
owing  hereunder or  otherwise  after notice has been given that payment is past
due; or

        (iv) Lessee shall fail to maintain the insurance  required by Section 10
hereof or to perform or observe any of the covenants contained in Sections 21 or
22 hereof; or

        (v)  Lessee  shall  fall to  perform  or  observe  any  other  covenant,
condition  or  agreement  to be performed or observed by it with respect to this
Lease or any other  agreement  between  Lessor and Lessee and such failure shall
continue  un-remedied  for 30 days  after the  earlier  of (a) the date on which
Lessee obtains,  or should have obtained  knowledge of such failure;  or (b) the
date on which notice thereof shall be given by Lessor to Lessee; or

        (vi) Any  representation  or  warranty  made by Lessee  herein or in any
document, certificate or financial or other statement now or hereafter furnished
Lessor  in  connection  with  this  Lease  shall  prove at any time to have been
untrue,  incomplete or  misleading  in any material  respect as of the time when
made; or

        (vii)  The  entry of a decree  or order  for  relief  by a court  having
jurisdiction in respect of Lessee,  adjudging Lessee a bankrupt or insolvent, or
approving as properly filed a Petition  seeking a  reorganization,  arrangement,
adjustment  or  composition  of or  in  respect  of  Lessee  in  an  involuntary
proceeding  or case  under the  Federal  bankruptcy  laws.  as now or  hereafter
constituted, or any other applicable Federal or State bankruptcy,  insolvency or
other similar law, or appointing a receiver,  liquidator,  assignee,  custodian,
trustee or  sequestrator  (or similar  official) of Lessee or of any substantial
part of its property,  or ordering the winding-up or liquidation of its affairs,
and the  continuance  of any such decree or order  un-stayed and in effect for a
Period of 30 days; or

        (viii) The  institution  by Lessee of  proceedings  to be  adjudicated a
bankruptcy or insolvent,  or the consent by it to the  institution of bankruptcy
or  insolvent,  proceedings  against  it.  or the  commencement  by  Lessee of a
voluntary  pr6ceedlng  or case  under the  Federal  bankruptcy  laws,  as now or
hereafter  constituted,  or any other  applicable  Federal or state  bankruptcy,
insolvency  or other similar law. or the consent by it to the filing of any such
petition  or  to  the  appointment  of  or  taking  possession  by  a  receiver,
liquidator,  assignee, trustee, custodian,,  trustee or sequestrator (or similar
official) of Lessee or of any substantial part of its property, or the making by
it of any  assignment for the benefit of creditors or the admission by it of its
inability to pay its debts generally as they become due or its willingness to be
adjudicated  a bankrupt or the failure of Lessee  generally  to pay its debts as
they become due or the taking of corporate  action by Lessee in  furtherance  of
any of the foregoing.

19.     Remedies

        If and Event of Default specified in Subsection  18(vii) or (viii) above
shall  occur,  then,  and in any such event,  Lessor  shall not be  obligated to
purchase  or lease  any of the  equipment  and this  Lease  shall,  without  any
declaration  or other action by Lessor,  be in default.  If an Event of Default,
other than an Event of Default specified in Subsection  18(vii) or (viii) above,
shall occur, Lessor may, at its option,  declare this Lease to be in Default. At
any time after this Lease is in default under the first sentence of this Section
19, Lessor has declared this Lease to be in default under the second sentence of
this Section 19, Lessor and/or its  representative may do any one or more of the
following  with respect to all of the equipment or any part thereof as Lessor in
its sole discretion shall elect, to t he extent permitted by applicable law then
in effect:

        (a) demand  that  Lessee,  and  Lessee  shall at its  expense  upon such
demand, return the equipment promptly to Lessor at such place in the continental
United States of America as Lessor shall  specify,  or Lessor and/or its agents,
at its option,  may with or without entry upon the premises  where the equipment
is located and disable equipment,  or make the equipment inoperable  permanently
or temporarily in Lessor's sole discretion,  and/or take immediate possession of
the  equipment  and remove the same by summary  proceedings  or  otherwise,  all
without

TFGLN001                          -7-


<PAGE>

liability  for or by reason of such entry or taking of  possession,  whether for
the  restoration of damage to property caused by such taking or for disabling or
otherwise:

        (b) sell the  equipment  at  public or  private  sale,  with or  without
notice,  advertisement  or  publication,  as Lessor may determine,  or otherwise
dispose of, hold,  use,  operate,  lease to others or keep idle the equipment as
Lessor in its sole discretion may determine, all free and clear of any rights of
Lessee and without any duty to account to Lessee with  respect to such action or
inaction or for nay proceeds with respect thereto:

        (c) by written notice to Lessee specifying a payment date which shall be
not earlier than 20 days after the date of such  notice,  demand that Lessee pay
to Lessor,  and Lessee pay to Lessor,  on the  payment  date  specified  in such
notice,  as liquidated  damages for loss of a bargain and not as a penalty,  all
accrued and unpaid rent for the  equipment  due on all Rent Payment  Dates up to
and including the payment date specified in such notice plus an amount (together
with  interest  on such amount at the Late Charge  Rate,  from the payment  date
specified in such notice to the date of actual payment) equal to the excess,  if
any,  of the  Stipulated  Loss Value of the  equipment  as of the  payment  date
specified in such notice over the Fair Market Sale Value of the  equipment as of
such date;

        (d) Lessor may exercise any other right or remedy which may be available
to it under applicable law or proceed by appropriate court action to enforce the
terms  hereof or to recover  damages  for the breach  hereof or to rescind  this
Lease.  Lessor is  entitled to recover  any amount  that fully  compensates  the
Lessor  for any  damage  to or loss of the  Lessor's  residual  interest  in the
equipment caused by the Lessee's default.

        In the event any present value discounting is applied, the discount rate
used shall be the Federal Reserve Board Discount Rate.

        In  addition,  Lessee  shall be liable for any and all  unpaid  rent and
other  amounts  due  hereunder  before  or  during  the  exercise  of any of the
foregoing  remedies  and for all  reasonable  legal  fees and  other  costs  and
expenses  incurred  by reason of the  occurrence  of any Event of Default or the
exercise of Lessor's  remedies with respect  thereto,  including all  reasonable
costs and expenses  incurred in connection  with the placing of the equipment in
the condition required by Section 12 hereof.

        No remedy  referred to in this  Section 19 is intended to be  exclusive,
but each shall be  cumulative  and in addition to any other  remedy  referred to
herein or otherwise available to Lessor at law or in equity; and the exercise or
beginning  of exercise by Lessor of any one or more of such  remedies  shall not
preclude the  simultaneous  or later exercise by Lessor of any or all such other
remedies. No express or implied waiver by Lessor of an Event of Default shall in
any way be, or be construed to be, a waiver of any future or subsequent Event of
Default.  To the extent  permitted by applicable  law,  Lessee hereby waives any
rights now or  hereafter  conferred  by statute or  otherwise  which may require
Lessor to sell or lease or otherwise use the equipment in mitigation of Lessor's
damages or losses or which may otherwise  limit or modify any of Lessor's rights
or remedies under this Lease.

20.     Lessor's Right to Perform

        If Lessee fails to make any payment  required to be made by it hereunder
or fails to perform or comply with any of Its other agreements contained herein,
Lessor may itself make such  payment or perform or comply  with such  agreement,
and the amount of such  Payment  and the amount of the  reasonable  expenses  of
Lessor  incurred  in  connection  with such  Payment  or the  Performance  of or
compliance  with such  agreement,  as the case may be,  together  with  interest
thereon at the Late Charge Rate, shall be deemed to be additional rent,  payable
by Lessee within 30 days of notice.

21.      LOCATION; ASSIGNMENT OR SUBLEASE; TITLE TRANSFER

        (a) LESSEE WILL NOT REMOVE THE EQUIPMENT FROM THE LOCATION  SPECIFIED IN
SCHEDULE  I OF EXHIBIT A WITHOUT  THE PRIOR  WRITTEN  CONSENT  OF  LESSOR,  SUCH
CONSENT NOT TO BE UNREASONABLY WITHHELD,  EXCEPT REMOVAL OUTSIDE THE CONTINENTAL
U.S.  IS NOT  PERMITTED,  THE  EQUIPMENT  SHALL  AT  ALL  TIMES  BE IN THE  SOLE
POSSESSION AND CONTROL OF LESSEE AND LESSEE WILL NOT,  WITHOUT THE PRIOR WRITTEN
CONSENT OF LESSOR,  ASSIGN  THIS LEASE OR ANY  INTEREST  HEREIN OR  SUBLEASE  OR
OTHERWISE  TRANSFER,  ITS  INTEREST IN ANY OF THE  EQUIPMENT,  AND ANY  ATEMPTED
ASSIGNMENT,   SUBLEASE   OR  OTHER   TRANSFER   BY   LESSEE  IN   VIOLATION   OF
THESE-PROVISIONS SHALL BE VOID.

        (b) LESSOR AND  LESSEE  ACKNOWLEDGE  THAT  LESSOR (i) MAY  TRANSFER  ITS
INTEREST  IN  THE   EQUIPMENT  TO  AN  OWNER  OTHER  THAN  LESSOR.   LESSOR  MAY
CONTEMPORANEOUSLY  THEREWITH LEASE THE EQUIPMENT BACK FROM SUCH OWNER,  AND (ii)
MAY ASSIGN THIS LEASE  LESSEE  HEREBY  CONSENTS  TO EACH OF THE  ABOVE-DESCRIBED
TRANSACTIONS.  FURTHER LESSEE DOES HEREBY ACKNOWLEDGE (i) THAT ANY SUCH TRANSFER
AND/OR  ASSIGNMENT  BY LESSOR DOES NOT  MATERIALLY  CHANGE  LESSEE'S  DUTIES AND
OBLIGATIONS  HEREUNDER,  (ii)  THAT SUCH  TRANSFER  AND/OR  ASSIGNMENT  DOES NOT
MATERIALLY  INCREASE THE BURDENS OR RIGHTS IMPOSED ON THE LESSEE, AND (iii) THAT
THE ASSIGNMENT IS PERMITTED EVEN IF THE ASSIGNMENT COULD BE DEEMED TO MATERIALLY
AFFECT THE INTEREST OF THE LESSEE.

22.    Status Changes in Lessee

        will not without  thirty (30) days prior written  notice to Lessor,  (a)
enter into any transaction of merger or consolidation unless it is the surviving
corporation or after giving effect to such merger or consolidation its net worth
equals or exceeds that which existed prior to such merger or  consolidation;  or
(b) change the form of organization  of its business:  or (c) change its name or
its  chief  place  of  business.  Lessee  must  obtain  Lessor's  prior  written
concurrence  before Lessee may undertake any actions to (a) liquidate,  dissolve
or any such similar action of the Lessee's  organization,  or (b) sell, transfer
or otherwise dispose of all or any substantial part of Lessee's assets.

TFGLN00                            -8-


<PAGE>

23.      Further Assurances; Financial Information.

        (a) Lessee will,  at its expense,  promptly and duly execute and deliver
to Lessor such further  documents and assurances and take such further action as
Lessor  may from  time to time  reasonably  request  in order to  establish  and
protect the rights,  interests and remedies created or intended to be created in
favor of Lessor  hereunder,  including,  without  limitation,  the execution and
filing of Uniform  Commercial Code financing  statements  covering the equipment
and proceeds  therefrom in the  jurisdictions  in which the equipment is located
from time to time.  To the extent  permitted by  applicable  law,  Lessee hereby
authorizes Lessor to file any such financing statements without the signature of
Lessee.

        (b) Lessee will  qualify to do  business  and remain  qualified  in good
standing,  in each  Jurisdiction  in which  the  equipment  is from time to time
located.

        (c) Lessee will furnish to Lessor as soon as available, but in any event
not  later  than  90  days  after  the end of each  fiscal  year  of  Lessee,  a
consolidated  balance  sheet of Lessee as at the end of such  fiscal  year,  and
consolidated  statements  of income and changes in financial  position of Lessee
for such fiscal year,  all in reasonable  detail,  prepared in  accordance  with
generally  accepted  accounting  principles  applies  on  a  basis  consistently
maintained  throughout the period involved.  These reports will not be disclosed
to anyone other than the Lessor and/or the Owner as provided in Section 21 (b).

24.     Notices.

        All  notices,  demands and other  communications  hereunder  shall be in
writing,  and shall be deemed to have been given or made when  deposited  in the
United States mail, first class postage prepaid, addressed as follows or to such
other address as any of the authorized representatives of the following entities
may from time to time designate in writing to the other listed below:

               Lessor:        TELECOMMUNICATIONS FINANCE GROUP
                              400 Rinehart Road
                              Lake Mary, Florida 32746

               Lessee:        ATHENA INTERNATIONAL LTD. LIABILITY CO.
                              dba ATHENA INTERNATIONAL, LLC
                              708 Poydras St., 675 One Shell Square
                              New Orleans, LA 70138

25.       Conditions Precedent:

        (a)  Lessor  shall not be  obligated  to lease  the  items of  equipment
described herein to Lessee hereunder unless:

                       (i) Such Uniform  Commercial  Code  financing  statements
      covering  equipment and proceeds  therefrom and landlord and/or  mortgagee
      waivers or disclaimers  and/or  severance  agreements  with respect to the
      items of equipment covered by this Lease as Lessor shall deem necessary or
      desirable in order to protect its  interests  therein shall have been duly
      executed and filed, at Lessee's expense,  in such public offices as Lessor
      shall direct:

                        (ii)  All   representations  and  warranties  of  Lessee
      contained  herein or in any document or  certificate  furnished  Lessor in
      connection  herewith  shall be true and  correct  on and as of the date of
      this  Lease  with the same  force and  effect as if made on and as of such
      date; no Event of Default or Default shall be in existence on such date or
      shall occur as a result of the lease by Lessee of the equipment  specified
      in Schedule 1 of Exhibit A:

                        (iii) In the sole  judgment of Lessor,  there shall have
      been no material adverse change in the financial  condition or business of
      Lessee:

                        (iv) All  proceedings to be taken in connection with the
      transactions  contemplated by this Lease shall be satisfactory to Lessor's
      counsel and

                        (v) Lessor shall have received from Lessee,  in form and
      substance  satisfactory  to it, such other  documents and  information  as
      Lessor  shall be  satisfactory  in form and  substance  to Lessor  and its
      counsel;

                        (vii) No Change in Tax Law,  which in the sole  judgment
      of Lessor would adversely affect Lessor's  Economics,  shall have occurred
      or shall appear, in Lessor's good faith judgment, to be imminent.

26.      Software License.

         Reference  is made to the form of Software  Product  License  Agreement
         attached  hereto as  Exhibit B (the  "License  Document").  Lessor  has
         arranged for the equipment  manufacturer  to grant a license to use the
         software as defined in the License  Document  in  conjunction  with the
         equipment  leased hereunder in accordance with the terms of the License
         Document.  The original  license fee is contained in the lease rate. To
         avail  itself of the license  grant,  Lessee  must  execute the License
         Document,  upon  Commencement  of the Lease.  "Buyer" and "Licensee" as
         used in the License Document are synonymous with lessee.

TFGLN001                            -9-                                 INITIAL


<PAGE>

27.      LIMITATION OF LIABILITY.

              LESSOR SHALL NOT BE LIABLE FOR LOST  PROFITS OR REVENUE,  SPECIAL,
     INDIRECT,  INCIDENTAL,  CONSEQUENTIAL  OR PUNITIVE DAMAGES OF ANY NATURE OR
     FROM ANY CAUSE WHETHER BASED IN-CONTRACT OR TORT, INCLUDING NEGLIGENCE,  OR
     OTHER LEGAL  THEORY EVEN IF LESSOR HAS BEEN ADVISED OF THE  POSSIBILITY  OF
     SUCH  DAMAGES,  LESSEE HEREBY AGREES THAT LESSOR WILL NOT BE LIABLE FOR ANY
     LOST  PROFITS  OR  REVENUE  OR FOR ANY  CLAIM OR DEMAND  AGAINST  LESSEE BY
     ANOTHER PARTY.

      28.      Miscellaneous.

              (a)  Any   provision  of  this  Lease  which  is   prohibited   or
     unenforceable  in any  jurisdiction  shall,  as to  such  jurisdiction,  be
     ineffective to the extent of such prohibition or  unenforceability  without
     invalidating the remaining  provisions  hereof, and any such prohibition or
     unenforceability  in  any  jurisdiction  shall  not  invalidate  or  render
     unenforceable  such  provisions  in any other  jurisdiction.  To the extent
     permitted by  applicable  law,  Lessee  hereby  waives any provision of law
     which  renders any provision  hereof  prohibited  or  unenforceable  in any
     respect.

              (b) No terms or provisions  of this Lease may be changed,  waived,
     discharged  or  terminated  orally,  but only by an  instrument  in writing
     signed by the party against which the  enforcement  of the change,  waiver,
     discharge  or  termination  is  sought.  No delay or failure on the part of
     Lessor to exercise any power or right  hereunder  shall operate as a waiver
     thereof,  nor as an  acquiescence  in any default,  nor shall any single or
     partial  exercise  of any  power or right  preclude  any  other or  further
     exercise  thereof,  or the exercise of any other power or right.  After the
     occurrence of any Default or Event of Default,  the acceptance by Lessor of
     any payment of rent or other sum owed by Lessee  pursuant  hereto shall not
     constitute  a waiver  by  Lessor  of such  Default  or  Event  of  Default,
     regardless of Lessor's  knowledge or lack of knowledge  thereof at the time
     of acceptance of any such payment, and shall not constitute a reinstatement
     of this lease,  if this Lease shall have been declared in default by Lessor
     pursuant to Section 18 hereof or otherwise, unless Lessor shall have agreed
     in  writing  to  reinstate  the Lease and to waive the  Default or Event of
     Default.

     In the event Lessee tenders payment to Lessor by check or draft  containing
     a qualified endorsement purporting to limit or modify Lessee's liability or
     obligations  under this Lease,  such qualified  endorsement  shall be of no
     force and effect even if Lessor processes the check or draft for payment.

              (c)  This  Lease  with  exhibits  contains  the  full,  final  and
     exclusive  statement of the agreement between Lessor and Lessee relating to
     the lease of the equipment.

              (d) This Lease  shall  constitute  an  agreement  of an  operating
     lease,  and nothing  herein  shall be  construed as conveying to Lessee any
     right, title or interest in the equipment except as Lessee only.

              (e) This Lease and the covenants and agreements  contained  herein
     shall  be  binding  upon,  and  inure to the  benefit  of,  Lessor  and its
     successors  and assigns and Lessee and, to the extent  permitted by Section
     21 hereof, its successors and assigns.

              (f) The headings of the Sections are for  convenience of reference
     only,  are not a part of this  Lease and shall not be deemed to affect  the
     meaning or construction of any of the provisions hereof.

              (g) This Lease may be executed by the parties hereto on any number
     of  separate  counterparts,  each of which when so executed  and  delivered
     shall be an original,  but all such counterparts shall together  constitute
     but one and the same instrument.

              (h) This  Lease is deemed  made and  entered  into in the State of
     Florida and shall be governed by and construed under and in accordance with
     the laws of the State of  Florida  as if both  parties  were  residents  of
     Florida.

             (i) Lessee  hereby  irrevocably  consents and agrees that any legal
     action, suit, or proceeding arising out of or in any way in connection with
     this  Lease  shall be  instituted  or brought in the courts of the State of
     Florida,  or the United States  Courts for the District of Florida,  and by
     execution and delivery of this Lease, Lessee hereby irrevocably accepts and
     submits  to,  for itself and in  respect  of its  property,  generally  and
     unconditionally,  the non-exclusive  jurisdiction of any such court, and to
     all proceedings in such courts.  Lessee irrevocably  consents to service of
     any summons  and/or legal process by registered or certified  United States
     mail,  postage  prepaid,  to Lessee at the  address set forth in Section 24
     hereof, such method of service to constitute, in every respect,  sufficient
     and effective service of process in any legal action or proceeding. Nothing
     in this  Lease  shall  affect  the right to service of process in any other
     manner  permitted by law or limit the right of  Lessor  to  bring  actions,
     suits or proceedings in the court of any other jurisdiction. Lessee further
     agrees that final  judgment  against it in any such legal  action,  suit or
     proceeding   shall  be  conclusive   and  may  be  enforced  in  any  other
     jurisdiction,  within or outside the United  States of America,  by suit on
     the judgment,  a certified or exemplified copy of which shall be conclusive
     evidence of the fact and the amount of the liability.

TFGLN001                              -10-


<PAGE>

IN WITNESS  WHEREOF,  Lessor and Lessee  have each  caused this Lease to be duly
executed as of the day and year first  above  written  and its  signature  below
Lessee expressly acknowledges that this Lease may not be modified unless done so
in a  writing  signed  by each of the  parties  hereto  or their  successors  in
interest.

                                   ATHENA INTERNATIONAL LTD. LIABILITY CO.
                                   dba  ATHENA    INTERNATIONAL,  LLC  (Lessee)

                                   By: /s/ Michael Landers
                                      -----------------------------------------
                                       Michael Landers, Exec. Managing Director
                                      -----------------------------------------
                                                (Name & Title)

                                  Date Signed: 11-5-96
                                              ---------------------------------
                                               Telecommunications Finance Group
                                               (Lessor)
                                  By:   CC Callaway
                                     ------------------------------------------
                                  Date Signed: 31 January 1997
                                     ------------------------------------------
                                             Authorized Representative

TFGLN001                              -.11-


<PAGE>


      ATHENA INTERNATIONAL LTD. LIABILITY CO. DBA ATHENA INTERNATIONAL, LLC
                               (LOS ANGELES, CA)
                     O. O1  SCHEDULE A (ORIGINAL LEASE VALUE)
                              STIPULATED LOSS VALUE

The  stipulated  Loss Value of any item of Equipment as of any Rent Payment Date
with respect of such item of Equipment  shall be determined by  multiplying  the
Lessor's Value of such item of,  Equipment by the percentage set forth below for
such Rent Payment Date;  provided that,  any  determination  of Stipulated  Loss
value as of a date occurring,  after the final Rent Payment Date with respect to
such item of equipment, shall be made as of such final Rent Payment Date.

        After Rent
      Payment Number                               Percentage
           0                                       105.0000
           1                                       104.1089
           2                                       103.2055
           3                                       102.2898
           4                                       101.3616
           5                                       100.4208
           6                                        99.4672
           7                                        98.5008
           8                                        97.5214
           9                                        96.5288
          10                                        95.5230
          11                                        94.5038
          12                                        93.4710
          13                                        92.4247
          14                                        91.3644
          15                                        90.2903
          16                                        89.2021
          17                                        88.0997
          18                                        86.9829
          19                                        85.8517
          20                                        84.7057
          21                                        83.5450
          22                                        82.3694
          23                                        81.1786
          24                                        79.9726
          25                                        78.7512
          26                                        77.5143
          27                                        76.2617
          28                                        74.9932
          29                                        73.7087
          30                                        72.4080
          31                                        71.0910
          32                                        69.7574
          33                                        68.4073
          34                                        67.0402
          35                                        65.6562
          36                                        64.2550
          37                                        62.8364
          38                                        61.4003
          39                                        59.9466
          40                                        58.4749
          41                                        56.9852
          42                                        55.4773
          43                                        53.9510
          44                                        52.4061
          45                                        50.8424
 .         46                                        49.2597
          47                                        47.6578
          48                                        46.0366
          49                                        43.9792
          50                                        41.9021
          51                                        39.8050
          52                                        37.6878
          53                                        35.5502
          54                                        33.3921
          55                                        31.2133
          56                                        29.0134
          57                                        26.7925
          58                                        24.5501
          59                                        22.2862
          60                                        20.0000
10/31/96                                                                INITIAL

<PAGE>

                     ATHENA INTERNATIONAL LTD. LIABILITY CO.
                          DBA ATHENA INTERNATIONAL, LLC
                              SITE: LOS ANGELES, CA
                              ADDITION I - 06/02/97

                                   SCHEDULE A
                              STIPULATED LOSS VALUE

0.009166

The  Stipulated  Loss Value of any item of Equipment as of any Rent with respect
of such item of Equipment  shall be multiplying  the Lessor's Value of such item
of the percentage set forth below for such Rent Payment that, any  determination
of  stipulated  LOSS Value as  occurring  after the final Rent Payment Date with
respect equipment, shall be made as of such final Rent Rent

       Number                                     Percentage
            0                                       105.0000
            1                                       104.0467
            2                                       103.0815
            3                                       102.1045
            4                                       101.1155
            5                                       100.1144
            6                                        99.1011
            7                                        98.0754
            8                                        97.0373
            9                                        95.9866
           10                                        94.9233
           11                                        93.8471
           12                                        92.7581
           13                                        91.6560
           14                                        90.5408
           15                                        89.4123
           16                                        88.2704
           17                                        87.1150
           18                                        85.9460
           19                                        84.7633
           20                                        83.5666
           21                                        82.3559
           22                                        81.1311
           23                                        79.8921
           24                                        78.6386
           25                                        77.3706
           26                                        76.0879
           27                                        74.7904
           28                                        73.4780
           29                                        72.1505
           30                                        70.8078
           31                                        69.4498
           32                                        68.0762
           33                                        66.6870
           34                                        65.2821
           35                                        63.8612
           36                                        62.4243
           37                                        60.9711
           38                                        59.5016
           39                                        58.0156
           40                                        56.5129
           41                                        54.9934
           42                                        53.4569
           43                                        51.9033
           44                                        50.3324
           45                                        48.7441
           46                                        47.1381
           47                                        45.5144
           48                                        43.8728
           49                                        41.7964            INITIAL
           50                                        39.7018
           51                                        37.5887
           52                                        35.4570
           53                                        33.3066
           54                                        31.1372
           55                                        28.9488
           56                                        26.7410
           57                                        24.5138
           58                                        22.2670
           59                                        20.O0O0


<PAGE>


<TABLE>
<CAPTION>
<S>                                       <C>                                         <C>
  This STATEMENT is presented to a filing officer for filing pursuant to the Uniform Commercial Code.     3 Maturity date (if any):
                                                                                                                DESK COPY
------------------------------------------------------------------------------------------------------------------------------------
1. Debtor(s) (Last Name First) and address(es)  2. Secured Party(ies) and address (es)  For Filing Officer (Date, Time,
                                                                                          Number, and Filing Office)
ATHENA INTERNATIONAL LTD.                       TELECOMMUNICATIONS FINANCE
LIABILITY CO. DBA ATHENA                        GROUP
INTERNATIONAL, LLC                              400 RINEHART ROAD
701 POYDRAS ST., 675 ONE SHELL SQ.              LAKE MARY, FL 32746
NEW ORLEANS, LA 70139                           FEIN: 52-2122392
FEIN: 72-1280590
---------------------------------------------------------------------------------------
4. This statement refers to original Financing Statement bearing File No.  141556
   Filed with Secretary of State, NY Date Filed     7/16/96
------------------------------------------------------------------------------------------------------------------------------------
5. / / Continuation.     The original financing statement between the foregoing Debtor and Secured Party,  bearing file number shown
                         above, is still effective.
6. / / Termination.      Secured party no longer claims a security interest under the financing  statement bearing file number shown
                         above.
7. / / Assignment.       The secured  party's  right under the financing  statement  bearing file number shown above to the property
                         described in Item 10 have been assigned to the assignee whose name and address appears in Item 10.
8. /X/ Amendment         Financing Statement bearing file number shown above is amended as set forth in Item 10.
9. / / Partial Release   Secured Party releases the collateral described in Item 10 from the financing statement bearing file number
                         shown above.
------------------------------------------------------------------------------------------------------------------------------------
10. NEW DEBTOR IS AS FOLLOWS:
        HIGHPOINT INTERNATIONAL TELECOM, INC. - FEIN: 91-1917016
        1890 SHORELINE BLVD.
        MOUNTAIN VIEW, CA 94043-1320

     THIS DEBTOR ASSUMES ALL RESPONSIBILITY UNDER THIS LEASE AGREEMENT.
     (SITE: NEW YORK, NY)
                                                                                 No. of additional Sheets presented: 0
------------------------------------------------------------------------------------------------------------------------------------
HIGHPOINT INTERNATIONAL TELECOM, INC.                                            TELECOMMUNICATIONS FINANCE GROUP

----------------------------------------------------------------------           ---------------------------------------------------
By: Signature(s) Of Debtor(s) (necessary only if item 8 is applicable).             By:      Signature(s) of Secured Party(ies)


                                                  STANDARD FORM-FORM UCC-3

</TABLE>