CONFIDENTIAL


March 10, 2000

To:   F. Laparo             J. Toedtman                    K. Mack
      J. Cartwright         R. Morris                      C. Cascio


cc:   P. Marcil (FSVK)


The following  table and notes  reflect the TGL stock  interests of each of Fred
LaParo and Jeffrey  Cartwright  individually  (including  shares,  options,  and
warrants),  after taking into effect the  issuance of 100,000  shares to each of
them pursuant to the agreement reached by the parties as of March 7, 2000.


Interest of Each          Status         Registration
----------------          ------         ------------

191,666shares            owned          within 30 days if necessary
64,000options@$3.00      100% vested    already registered on S-8
46,000warrants@$2.39     100% vested    within 30 days via applicable SEC filing
92,000options@$3.00      100% vested    already registered on S-8
92,000options@$5.00      100% vested    already registered on S-8
100,000 shares           owned          TBD(2)

Total:  585,666  equivalant  shares each. TGL represents  that the shares of its
common stock  underlying  the options  listed obove are currently  subject to an
effective  registration  statement on Form S-8, which registration statement TGL
undertakes to maintain.  TGL will have its counsel  comfirm the  foregoing.  TGL
will file a registration  statement within the time periods  indicated above for
the other  securities  and has no reason to believe  that it will not be able to
effect such a registration of the shares.

The key points of agreement reached by the parties an March 7, 2000 are:

1.    All  contingencies  with respect to the aquisition of Planet Access by TGL
      will be of no further  force or effect upon  consummation  of a minimum $4
      million capital raise by FSVK and/or TGL no later than May 8, 2000. If TGL
      fails  to  satisfy  this  condition,  then  LaParo  and  Cartwright  shall
      againhave  the  right to  transfer  to cause  all of the  shares of Planet
      Access to be returned and re-transfered to themselves,  and to have Planet
      Access  receive a payment  of  $250,000  from TGL for the  unused  line of
      credit, in exchange for a return to TGL of the shares, the options and the
      warrants  listed  above.  Cartwright  and  LaParo  shall have the right to
      retain the $900,000  previously paid to them and will retain all rights to
      be  reimbursed  for  all   professional   fees   (including   counsel  and
      accountants)  incurred in connection  with the prior  amendments  and this
      transaction. TGL represents that it meets all published  requirements  for

[FN]
----------------
(1)   One year holding period occurs April 28, 2000; hence,  restrictive  legend
      can be removed as of that date.
</FN>

<PAGE>

      listing on the Nasdaq  SmallCap  market and TGL is not aware of any reason
      for rejection of its  application.  TGL also  represents that it resonably
      believes  that it will be able to  effect  the $4  million  capital  raise
      within the indicated time period.

2.    The issuance of 100,000  shares of TGL common stock to Fred LaParo and the
      same number of shares to Jeffrey  Cartwright is specifically  and soley in
      exchange  for  extinguishing  the "put right"  held by Messrs.  LaParo and
      Cartwright  to "put"  their  191,666 to TGL at $7 per share  upon  certain
      contingencies.  Additional  shares  of 18,000  total  will be issued to B.
      Nguyen and P. Grabowsky  (minority  shareholders) and divided between them
      in accordance with their percentage ownership. The shares issued hereunder
      to  Messrs.  LaParo,  Cartwright,   Nguyen  and  Grabowsky  shall  contain
      reasonable and customary "piggyback" registration rights provisions.

3.    The pre-existing contingency of a capital raise of $4 million by March 15,
      2000 could have been met by offers  received by TGL.  Both  parties  agree
      that existing offers,  while  compliant,  are not to the benefit of any of
      the  parties.  TGL has agreed to  continue  the  engagement  of FSVK or to
      otherwise act to complete a minimum of $4 million of financing.

4.    Subject to reasonable  restrictive  sale periods,  e.g.,  blackout periods
      surrounding  TGL earnings  release date as  company's  securities  counsel
      recommends  as necessary and the company  agrees to implement,  each of F.
      LaParo and J. Cartwright agree to limit their sale of TGL stock to 191,666
      shares each between April 28, 2000 and August 1, 2000. TGL will remove all
      legends from the certificates representing the 191,666 shares held by each
      on April 28, 2000 and recind all stop  transfer  instructions.  LaParo and
      Cartwright  reaffirm  that they will  comply  with Rule 144 to the  extent
      applicable to any sales by them. Each of LaParo and Cartwright will open a
      brokerage  account at FSVK and use their best  efforts to effect any sales
      only through FSVK at such terms as they and FSVK agree.  This  arrangement
      is in no way  construed as an  obligation on FSVK's part to buy or arrange
      for the sale of any such  shares.  If FSVK is not  selling the shares in a
      manner satisfactory to LaParo or Cartwright,  they will be free to utilize
      the  services of another  broker.  Additional  shares  requested  by FSVK,
      subject to a  limitation  of 50,000  shares  each for  Messrs.  LaParo and
      Cartwright,  can be sold during this period.  Both parties understand that
      certain time periods prior to and  subsequent  to a secondary  offering by
      TGL become blackout sale periods due to SEC regulations or agreements with
      underwriters,  which agreement  Messrs.  LaParo and Cartwright agree to be
      bound by. In the event TGL  effects a  secondary  public  offering  of its
      shares  each of F.  LaParo and J.  Cartwright  shall be  eligable  to sell
      shares,  included in an "overallotment"  (if any) of secondary offering of
      TGL  stock.  Amounts  of  stock  to be sold in the  overallotment  will be
      determined by the  proportion of their  holdings to the total eligible for
      such sale by all shareholders with piggyback registration rights, with the
      Company not selling any shares in the overallotment unless the requests of
      LaParo and Cartwright have been satisified in full.

                                      -2-
<PAGE>


5.    With  respect  to terms of this  agreement  involving  FSVK such terms are
      agreed  to  by  the  parties  subject  to  FSVK's   financing   commitment
      (commitment  committee  approval).  If FSVK  does  not  obtain  commitment
      committee  approval,  TGL  nonetheless  will be required to satisfy  those
      obligations  within  the  time  periods  set  forth  herein.   LaParo  and
      Cartwright  shall have no  obligation to extend the time periods set forth
      herein or  otherwise  take any actions or suffer any XXXXX if TGL does not
      satisfy its obligations in this time period.

6.    Definitive  agreements  covering  the  option  grants and  warrant  grants
      referred  to in the above  table  will be  delivered  to F.  LaParo and J.
      Cartwright  on or  before  March  15,  2000.  TGL  will  likewise  deliver
      definitive option and warrant grants to Nguyen and Grabowsky by such date.

7.    TGL agrees  that it has had  sufficent  time to review the  operations  of
      Planet  Access as owner  therof and that the  operating  results of Planet
      Access since May 1999 have exceeded expectations.  Accordingly, TGL agrees
      that all survival periods of the  representations  and warranties shall be
      deemed to have  expired  no later  than May 8, 2000 and TGL shall  have no
      further  right XXXXX to make any claim for  indemnification  under the May
      1999 Stock  Purchase  Agreement or any similar claim all of which shall be
      deemed irrevocably waived.

8.    The points of agreement herein will be included in definitive amendment to
      the May 1999 Stock Purchase Agreement between Planet Access Networks, Inc.
      and  TGL.  TGL  will  reimberse  LaParo  and  Cartwright  for all of their
      reasonable  counsel fees incurred in  connection  with this letter and the
      definitive   amendment  and  in  connection  with  any  unwinding  of  the
      transaction pursuant to paragraph 1 above.



Accepted and agreed:
                                                /s/ F. LaParo
                                                --------------------------------
                                                F. LaParo
--------------------------------
For Translation Group (TGL)
                                                /s/ J. Cartwright
                                                --------------------------------
                                                J. Cartwright


                                                /s/ Binh Nguyen
                                                --------------------------------
                                                Binh Nguyen


                                                /s/ Peter Grabowsky
                                                --------------------------------
                                                Peter Grabowsky

Dated: May 7, 2000


                                      -3-