EXHIBIT 2.3



                            QUOTA PURCHASE AGREEMENT

PREAMBLE

WHEREAS;  Mr. Martin Otten is the owner of two quotas in the nominal value of DM
850,000.00  and DM  50,000.00 in Global  Communications  GmbH,  Eupener  Strasse
57-59, 50933 Cologne, registered with the commercial register of the Lower Court
of  Cologne  under  HRB  25429  ("COMPANY")  with a  registered  stated  capital
amounting  to DM  1,000,000.  Mr.  Rolf  Otten is the  owner of one quota in the
nominal  value  of DM  100,000.00  in the  Company.  The  aforementioned  quotas
("QUOTAS") form 100% of the registered stated capital of the Company.

WHEREAS;  Sellers desire to sell and Buyers desire to purchase the Quotas of the
Company under the terms and conditions set forth herein.

Now, THEREFORE; the parties agree as follows:

1.   PURCHASE AND SALE

     Sellers  hereby sell assign and transfer to Buyer the Quotas in the Company
     including  the  right  to  undistributed   profits  and  all  other  rights
     pertaining to the Quotas,  and Buyer  purchases and accepts the transfer of
     said Quotas for the herein below stated purchase price.  The assignment and
     transfer of the Quotas shall be subject to the condition  precedent set out
     in clause 2.1.

2.   TRANSFER OF LEGAL TITLE AND LEGAL OWNERSHIP

     2.1  The  transfer  of legal  title in the Quotas is  conditional  upon the
          payment of the  A-Consideration as set out in Clause 3.1 to the escrow
          account as described in Clause 3.2.

     2.2  The  Buyer  shall be  entitled  to all  profits  and  losses  as of 30
          December 1998, 24:00 hrs.  ("EFFECTIVE DATE") and all retained profits
          of  prior  business  years.  Risk  shall  pass to the  Buyer as of the
          Effective  Date. As of the Effective  Date the Sellers are obliged not
          to  perform  or  exercise  any of their  shareholder's  rights  in the
          Company  without prior  consent of the Buyer.  Mr. Martin Otten as the
          registered  director  of the  Company is aware and  acknowledges  this
          obligation

     2.3  From the  Effective  Date the Buyer is entitled to review the business
          documents of the  Company.  Such  documents  shall be delivered to the
          Buyer within three weeks after the Effective Date.

     2.4  The risk of loss in respect  of the Quotas  shall pass to the Buyer as
          of the Effective Date.


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3.   CONSIDERATION

     3.1  The  following  two items  comprise the purchase  price for the Quotas
          sold hereunder:  an amount of DM 9,000,000 (German marks nine million,
          "A-CONSIDERATION")  and an  additional  amount of DM  350,000  (German
          marks three hundred fifty thousand, "B-CONSIDERATION").

     3.2  The payment of the A-Consideration  shall be made in full to an escrow
          account provided by the notary Mr. Gerhard  Grossmann,  Frankfurt/Main
          pursuant to the escrow  agreement  attached  hereto as ANNEX 3.2.  The
          A-Consideration  becomes  due as of the  December  30,  1998.  Default
          interest in the statutory amounts shall be payable by Buyer if payment
          of the A-Consideration has not been effected by January 10, 1999.

     3.3  It is the understanding of the parties that the  A-Consideration is to
          pay  off  (1)  all  outstanding   liabilities  in  the  amount  of  DM
          6,103,168.94 (2) all liability reserves (Ruckstellungen) in the amount
          of DM 187,452 and (3) the  outstanding  share capital in the amount of
          DM 665,000, as well as (4) liabilities as referenced to in clause 6.2.
          The Company hereby requests the payment of the respective  outstanding
          amounts of the share capital.

          The  balance   between  the   A-Consideration   and  the  sum  of  the
          aforementioned amounts will be paid for goodwill (DM 2,044,379).

     3.4  The A-Consideration  will be adjusted downwards in the market value of
          any liabilities or liability  reserves  against the Company which have
          -- in  violation  of German  GAAP -- not been  shown in the  Company's
          preliminary  balance  sheet and  profit and loss  statements  as of 31
          December 1998 ("BALANCE SHEET") attached hereto as ANNEX 3.4.

          Further  downside  adjustments  shall be made with regard to any costs
          which are shown in the balance  sheet but which are not related to the
          Company's German business.

          The adjustment of the A-Consideration  shall be made by a deduction of
          the  A-Consideration  in  the  amount  of  the  market  value  of  the
          respective liabilities, liability reserves or costs in accordance with
          the escrow agreement.



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<PAGE>



     3.5  The  B-Consideration  to be effected to Mr. Martin Otten is subject to
          the following conditions,  it being understood that the external costs
          incurred in the  fulfilment  of the  conditions  shall be borne by the
          Company or the Buyer:

          a.   the     arrangement     of    an     irrevocable     offer     by
               STAR-Telecommunications  Deutschland  GmbH  ("STAR") to amend the
               existing co-location agreement between STAR and the Company which
               provides  for a fixed  lease term until 31  December  1999 and an
               option in favour of the Company to prolong the lease term for one
               further year as additional fixed terms;

          b.   the  co-operation  in  obtaining an offer by DTAG for the Company
               for  an  interconnection  agreement  (ZusammenschluBvereinbarung)
               which includes originating services for carrier network operators
               (Zufuhrungsleistungen fur  Verbindungsnetzbetreiber)  and no more
               than 2 PoI;

          c.   the delivery of two ICAs (Interconnect Accesses) [Interconnection
               Anschlusse]  for  terminating as well as originating  services of
               DTAG at a PoI in Dusseldorf;

          d.   the making  available of a calling card platform  billing  system
               for use by the Company, subject to separate agreement;

          e.   submission of a security  concept for use by the Company and best
               efforts to obtain  unconditional  approval of such concept by the
               Regulatory Authority for Telecommunication and Post in accordance
               with Section 87 of the German  Telecommunications  Act as soon as
               possible;

          f.   submission of a call  monitoring  for use by the Company  concept
               and  best  efforts  to  obtain  unconditional  approval  of  such
               concepot by the Regulatory  Authority for  Telecommunication  and
               Post   in   accordance    with   Section   88   of   the   German
               Telecommunications Act as soon as possible;

          g.   the fulfilment of the conditions (a), (b) and the delivery of one
               ICA under (c) as well as the submission of the concepts under (e)
               and  (f)  within  three  months  after  having   received   clear
               instructions by the Buyer.

The  B-Consideration  shall amount to DM 200,000 if the  conditions  as required
under (g) will be fulfilled  within 6 months  including  the second ICA foreseen
under (c). If those  conditions  are met within nine months the  B-Consideration
amounts to DM  100,000.  Thereafter  no  B-Consideration  is owed to Mr.  Martin
Otten.


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<PAGE>



4.   REPRESENTATIONS AND WARRANTIES OF THE SELLERS

     In addition to and not to the  exclusion of any  warranties  implied  under
     law, Sellers  represent and warrant in the form of an independent  warranty
     without  fault   (verschuldensunabhangige   Garantie)  that  the  following
     statements  are  correct.   Unless  stated  otherwise,   hereinafter,   the
     warranties  relate to the Effective Date.

     4.1  The information contained in the Preamble above is correct. Company is
          a limited  liability  company duly organised,  validly existing and in
          good standing  under the laws of Germany with a stated  capital of DM,
          1,000,000.00 and is duly qualified of conduct its present business.

     4.2  The Quotas are paid-up in the amount of DM  335,000.00 in cash and are
          non-assessable.   No  disclosed  or  hidden  repayments  (offene  oder
          verdeckte  Ruckzahlungen)  have been effected from the assets required
          in  order  to  maintain  the  paid-up  share  capital.  There  are  no
          agreements,  options,  warrants or rights  outstanding  to purchase or
          otherwise  acquire Quotas or any other  interests in Company.  Sellers
          are the owner, free and clear of any encumbrances,  of all Quotas sold
          hereunder  and by this  Agreement and this  Agreement  shall convey to
          Buyer full title thereto,  free and clear of all liens,  encumbrances,
          or other charges.  In particular,  the Quotas and/or rights  resulting
          therefrom were neither pledged nor transferred for security  purposes,
          and neither option rights of first refusal thereto exist. There are no
          outstanding resolutions on distributions of profit or capital.

     4.3  All  necessary  approvals and  ratifications  required from Sellers in
          order to consummate  this  Agreement  have been granted.  There are no
          further approvals and ratifications necessary on behalf of Sellers for
          a valid and binding sale and assignment of Sellers Quotas. The Company
          hereby declares its consent to the sale and transfer of the Quotas.

     4.4  The  Company has no Company  law  relationship  of any kind with third
          parties;  in  particular,  it  does  not  hold  any  participation  or
          sub-participation  in any other  company,  it has not entered into any
          affiliation  agreements  within the meaning of secs.  291,  292 German
          Stock Corporation Act (Aktiengesetz - "AKTG"), it has not entered into
          any co-operation agreement and has not



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<PAGE>


          issued any letters of comfort in favour of other  companies.  No third
          party has any right to or interest in the profit of the Company.

     4.5  As  between   the  Company  on  the  one  part  and  the  Sellers  and
          undertakings affiliated to the Sellers pursuant to sec. 15 AktG on the
          other  part,  there  are no  contractual  relationships  of  any  kind
          whatsoever.

     4.6  Company's  financial  Balance Sheet is prepared in accordance with the
          generally accepted accounting principles  (Grundsatze  ordnungsgemaBer
          Buchfuhrung),  consistently  applied, and in accordance with the books
          and  records of the  Company  and  present a true and fair view of the
          asset position  (Vermogenslage),  financial position  (Finanzlage) and
          earnings  position  (Ertragslage)  of the Company as of  December  31,
          1998.

     4.7  There has been no material adverse change in the business,  properties
          or financial condition of the Company since the Balance Sheet has been
          prepared.

     4.8  Except as disclosed in ANNEX 4.8, there are no actions, claims, suits,
          proceedings,   or  governmental  investigations  pending,  or  to  the
          knowledge  of the Sellers  threatened,  or any known  basis  therefor,
          against or to the  knowledge  of the Sellers  affecting  the  Company,
          except  claims and actions as to which the Company is fully covered by
          insurance.

     4.9  Company has good and  marketable  title to all the assets and property
          reflected in the Balance Sheet (other than property disposed of in the
          ordinary  course of business  after the Balance Sheet date),  free and
          clear of all liens,  charges and  encumbrances  except those which are
          disclosed  in the Balance  Sheet and such  imperfections  of title and
          encumbrances  which do not  interfere  with the use of the  assets  or
          impair the operations of Company, including customary title retentions
          by  suppliers.  All lease  pursuant  to which  Company  leases real or
          personal   property  are  valid  and  enforceable   substantially   in
          accordance with their terms.  Company is not in default under any such
          lease.  The purchase  agreement  regarding the purchase of the Siemens
          EWSD Switch and ancillary voice and data  communications  equipment is
          concluded with the Company


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<PAGE>

          and Company  holds and  expectant  right  (Anwartschaftsrecht)  to the
          Siemens EWSD Switch and all  ancillary  voice and data  communications
          equipment as documented in the invoices  provided to Buyers in written
          form and as  located  at the  co-location  site of  Company  with STAR
          TELECOM  at  Prinzenallee  9,  Dusseldorf,  and that such  Switch  and
          equipment  are free of any  third  party  rights.  The EWSD  Switch is
          covered by a producer warranty by Siemens until April 30, 1999.

     4.10 Company has obtained all  consents,  licenses and permits to be issued
          to the Company by a  governmental  or public  entity which is required
          for its operations as presently conducted; in particular,  the Company
          holds  a  national  class  4  license   ("LICENSE")   granted  by  the
          "Regulierungsbehorde  fur  Telekommunikation  und Post" on August  21,
          1998  (license  number 98 04 0614 A), The License has not been revoked
          at the  Effective  Date  and  will not be  revoked  by the  Regulatory
          Authority  for  Telecommunication  and Post due to  reasons  or events
          relating to the time period until the Effective Date.

     4.11 Company  has  not  received  notice  of  violation  of any  applicable
          regulations,  ordinance  or  other  law,  regulation  or  requirements
          relating to its operations or to its  properties,  and Sellers are not
          aware of any pending actions, claims and notices of claim.

     4.12 Company has performed all  obligations  required to be performed by it
          to the date of this  agreement,  and is not in default in any  respect
          under any contract, agreement lease, license or other documents, which
          default  would have a material  adverse  effect on the  operations  of
          Company.

     4.13 Company is not in default of any order, writ,  injunction or decree of
          any court or governmental department.

     4.14 Since the Balance Sheet has been prepared, Company has not , (i) sold,
          assigned or granted  rights with respect to any  inventions,  patents,
          patent applications,  licenses,  written know-how, secret processes or
          trade  secrets,  (ii)  entered  into any  transactions  or  series  of
          transactions other that in the ordinary course of business, (iii) made
          any material change in their



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          accounting or billing policy  practices or  procedures,  (iv) made any
          distributions of cash or assets to its shareholders, neither by way of
          dividends nor otherwise,  (v) mortgaged,  pledged or subjected to lien
          or encumbrance any of its properties or assets,  or (vi) increased the
          rate of compensation of its key employees.

     4.15 The  entering  into  and  implementation  of this  agreement  does not
          violate any  obligation or  commitment of Company or the Sellers,  nor
          will it affect any existing agreements in particular any lease or loan
          agreements.

     4.16 The Company has submitted all declarations and prepayment notices with
          regard to income taxes,  trade taxes,  turnover taxes, wage taxes, and
          social security charges ("TAXES") concerning the period until December
          31, 1998, completely and accurately.  Taxes have been paid when due or
          have been reserved  against on the Balance Sheet.  The Company,  as of
          the  Effective  Date,  will have prepared and timely filed or may have
          timely filed requests for extension of filing periods for all required
          tax  returns  and as of the  Effective  Date is not in  default in the
          payment of such due Taxes.

     4.17 The only  employees  of the  Company as of 1 January  1999 will be Mr.
          Fees and Mr.  Rauen  employed  under the  conditions  disclosed to the
          Buyer.

     4.18 The  acquisition  of the  Quotas by the Buyer  does not  constitute  a
          transfer of all, or  substantially  all of the Sellers'  assets within
          the meaning of Section 419 German Civil Code (BGB).

     4.19 Pursuant to the letter of intent  between  the Company and  Technology
          Control  Services,  Inc.  dated  May  21,  1998  the  Company  has  no
          obligation exceeding 100,000 Schweizer Franken.

     4.20 All  information  furnished  to  the  Buyer  or  to  its  advisers  in
          connection with the acquisition of the Company is correct. The Sellers
          have not withheld any  material  information  in this context from the
          Buyer or its advisers.

5.   LEGAL CONSENQUENCES

     5.1  If  and  to the  extent  to  which  any  of  the  representations  and
          warranties  extended by Sellers  under Clause 4 other than Clause 4.16
          above are not true,



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<PAGE>



          Sellers will put the Company in the same position they would be in had
          the  representations  and warranties been true. Sellers are obliged to
          compensate  Buyer  in  money  ("DAMAGES")  if  Sellers  do not put the
          Company in such position within a reasonable period of time, one month
          at the longest,  or if the  restitution of such status should prove to
          be impossible.

          The  compensation  shall be made by  deduction of the Damages from the
          A-Consideration in accordance with the escrow agreement.  In the event
          that the escrow  funds are fully  released  the Damages  shall be paid
          directly by the Sellers to the Buyer.

     5.2  To the extent the  representations  under 4.16 are breached,  assessed
          taxes and/or interest payments (minus interest reimbursements) must be
          reimbursed  by Sellers to the  Company,  if and to the extent to which
          such Taxes and  interest  payments  are not  covered by Balance  Sheet
          reserves  and relate to time periods  prior to December 31, 1998.  Tax
          savings realized by the Company for the time period up to December 31,
          1998,  will  be set off  against  additional  taxes  to be paid by the
          Company for periods up to December 31,  1998;  the same applies if tax
          savings or  additional  tax  payments  are owed for  different  fiscal
          years.  Sellers are not liable for additional  taxes caused by changes
          to and changes in the evaluation of Balance Sheet items if the changes
          are not provided by law.

     5.3  Damage  claims for breach of  representations  and  warranties  may be
          asserted only if they exxceed an amount of DM 10,000.00 (Freigrenze).

     5.4  Any  claims  by Buyer  based on a breach  of the  representations  and
          warranties  set forth  under  Clause 4 above  must be made in  writing
          vis-a-vis  Sellers and shall be time-barred  12 (twelve)  months after
          the Effective  Date and shall be  time-barred  if Buyer does not start
          arbitration  proceedings  which have been claimed within the 12-months
          period within an additional period of three months after expiry of the
          initial 12 months'  period.  However,  if the claim pertains to tax or
          other public levy  liabilities or to liabilities  for claims raised by
          third  parties,  the claim  shall be  time-barred  six month after the
          claim has



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          become  final and  unappealable.  Sellers  shall  not be liable  for a
          breach of  representation,  warranty  or covenant if and to the extent
          that (i) the  amount of the claim is covered  by an  insurance  of the
          Company or  satisfied by a third party not being an affiliate of Buyer
          (within the meaning of sec. 15 AktG) or (ii) results from a failure of
          Buyer to mitigate  damages  pursuant to sec.  254 of the German  Civil
          Code.

     5.5  Claims for damages  under this Clause 5 are limited in total to 50% of
          the  purshace  price.  In the event that  damages  have been caused by
          gross  negligence,  the limitation of liability is extended to 100% of
          the  purchase  price.  Sellers are jointly  and  severally  liable for
          damages.

     5.6  Sellers  liability  under  this  section 5 is  excluded  if and to the
          extent that the underlying facts have been disclosed to Buyer prior to
          December 30, 1998 within the meaning of sec. 460 German Civil Code.

6.   INDEMNIFICATION

     6.1  The Sellers shall  jointly and severally  indemnify and hold the Buyer
          harmless  against any and all  liabilities,  penalties or other claims
          arising from the dispute  regarding the Company's name as disclosed in
          Annex 4.8.

     6.2  The Sellers shall  jointly and severally  indemnify and hold the Buyer
          harmless  against any other  obligations of the Company as of December
          30,  1998  exceeding  DM  10,000,  except  to  the  extent  that  such
          obligations or their  existence  have been disclosed to the Buyer,  in
          particular  contingent  liability  in the amount of  approximately  DM
          40,000 claimed by Siemens.

     6.3  Sellers acknowledge that certain positions of the invoices provided to
          Buyer in relation to the Switch and related equipment contain products
          and services  which either  relate  directly or indirectly to specific
          envisaged  corporate customers of Sellers without being of interest to
          Buyer or which have not been provided by Siemens or other  contractors
          yet.  The  parties  agree to hold a review  within  six weeks from the
          Effective  Date  in  order  to  determine  such  positions,  it  being
          understood  that  such  positions  in sum  will be  deducted  from the
          consideration in accordance with Clause 3.4 above.



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          Furthermore,  Sellers shall  jointly and severally  indemnify and hold
          the Buyer harmless against a future claim in the approximate amount of
          DM 800,000 of Aspect Telecommunications,  Ratingen, for delivery of an
          ordered PBX-facility expected in January 1999.

     6.4  Sellers jointly and severally undertake to hold harmless and indemnify
          Buyer against any and all  administrative  fees and costs  relating to
          permits,  approvals and/or allocations other than the national class 4
          license  addressed in Clause 4.11 above  applied for or granted by the
          Regulatory  Authority  for   Telecommunication  and  Post  before  the
          Effective Date.

     6.5  Except as regards  claims  under  Clause 6.4  above,  the Buyer  shall
          immediately  inform the Sellers in writing if any third  party  claims
          have been asserted or threatened  against the Buyer which could result
          in the Sellers becoming liable under an indemnity under this Clause 6.
          In such case,  the Buyer must within a reasonable  period of time make
          available to the Sellers  relevant  documents and furnish all relevant
          information  as well as allow the Sellers to inspect the documents and
          books of the Company to the extent that this is  necessary in order to
          evaluate the  justification of the asserted or threatened  claims.  In
          respect to such  asserted  claims,  the Buyer shall not be entitled to
          effect  any   comprise   (Vergleich)   or  make  any   acknowledgement
          (Anerkenntnis) which could result in an obligation on the Sellers part
          without the Sellers prior written consent.  The Buyers must enable the
          Sellers to effect a third party intervention (Nebenintervention).  Any
          procedural    orders    (comprise,     declaration    of    settlement
          (Erledigungserklarung),     judicial     confession     (gerichtliches
          Gestandnis),   acknowledgment))  require  the  Sellers  prior  written
          consent.

     6.6  If on the  grounds of certain  facts the Buyer is  entitled to both an
          indemnity  pursuant  to Clause 6 and to claims  pursuant  to Clause 5,
          then the Buyer may decide at its complete discretion which entitlement
          it shall assert against the Sellers.

     6.7  Any claims by Buyer based on the aforementioned  indemnifications must
          be made in  writing  vis-a-vis  Sellers  and shall be  time-barred  18
          (eighteen)



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<PAGE>



          months after the Effective Date and shall be time-barred if Buyer does
          not start  arbitration  proceedings which have been claimed within the
          18-months  period  within an  additional  period of three months after
          expiry of the initial 18 months' period.

     6.8  Clause 5.1 para. 2 shall apply accordingly.


7.   MISCELLANEOUS

     7.1  It is expressly  understood that the Buyer is entitled to use the name
          of the Company for a period of 9 months  commencing  on the  Effective
          date.  Thereafter the Buyer undertakes to file all necessary documents
          to the commercial  register in order to change the name of the Company
          and Mr.  Martin Otten shall be entitled to use the name of the Company
          for his own purposes.  However, the Buyer retains the right to use the
          components  "Global  Communication"  inter alia for the future name of
          the Company.

     7.2  Subject to a separate  agreement to be concluded  between the parties,
          Buyer  commits  to  provide  to  Sellers  or an entity  designated  by
          Sellers,  and Sellers  commit to exclusively  acquire from Buyer,  all
          services  which Buyer obtains from Deutsche  Telekom AG ("TELEKOM") on
          the basis of the existing  agreements  between  Company and Telekom or
          agreements    replacing   or   amending   the   existing    agreements
          ("AGREEMENTS")  at the prices  charged by Telekom to Buyer plus Buyers
          costs and a maximum  15%  service  fee if and to the extent that Buyer
          has available  service  capacity and that Sellers can demonstrate that
          Sellers intend to offer these services to clients in the insurance and
          banking business in Germany which are not intended or existing clients
          of the Buyer; this shall, in particular, apply for freephone services.
          Buyer will keep Sellers  informed  about any  material  changes of the
          terms of the Agreements.

     7.3  The parties will  conclude a separate  agreement as to the terms under
          which Mr.  Martin  Otten may  continue to act as Managing  Director of
          Company after December 20, 1998, if so agreed by the parties.



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8.   GENERAL

     8.1  Each  party  agrees  to bear the fees and  costs of all,  consultants,
          brokers,  lawyers and other advisors employed by it in connection with
          the transaction contemplated by this agreement.

     8.2  Transfer  taxes,  the costs of this notarial deed and other costs,  if
          any,  arising in  connection  with the transfer of the Quotas shall be
          borne by Buyer.

     8.3  All notices,  requests,  demands and other communications  required or
          permitted to be given  hereunder shall be in writing by registered air
          mail, telefax copy and shall be sent to the address set forth below or
          to such other  address as the party in question  may have  substituted
          therefor by notice to the other in accordance with this provision:

          If to Seller:
          Mr. Martin Otten, Eupener Str 57-59, Koln, Telefax-No.:  0221-94 98 60
          30,
          Tel.: 0221-94 98 60 11

          If to Buyer:

          Startec  Global  Communications,  attn.  Mr. Ram Mukunda,  10411 Motor
          Drive, Bethesda, MD 20817, Maryland, USA (Fax:  +1-301-365-8969,  Tel:
          +1-301-767  1447),  with a copy to Clifford  Chance,  attn.  Sven-Erik
          Heun,  Oberlindau  54-56,  60323 Frankfurt am Main (Fax:  +49-69-97155
          555, Tel.: +49-69-97155-0).

     8.4  The  parties  agree that all  notices to third  parties  and all other
          publicity  concerning the transactions  contemplated by this agreement
          shall be agreed between before the initial release.

     8.5  This  agreement,  including the exhibits  attached  thereto and made a
          part hereof,  contains the entire  understanding of the parties hereto
          with respect to the subject matter contained herein and supersedes all
          prior  arrangements  and  understandings,  whether  oral  or  written.
          Provisions of this agreement may be amended only by written instrument
          signed by the parties.



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<PAGE>



     8.6  In the event that one or more  provisions of this  agreement  shall be
          invalid of unenforceable or this agreement is incomplete, the validity
          and enforceability of the other provisions of this agreement shall not
          be affected  hereby.  In such cases the parties hereto agree hereby on
          such valid and enforceable  provision or on provisions completing this
          agreement which are  commensurate  with the commercial  intent of this
          agreement. The same applies in the event of an omission.

     8.7  This  agreement  shall be exclusively  governed by and  constructed in
          accordance  with the laws of  Germany  under  exclusion  of the United
          Nations Convention on the international Sale of Goods.

     8.8  All disputes  from this  agreement  including  the  validity  shall be
          finally  settled by  arbitration  in accordance  with the  Arbitration
          Rules of the German  Institution  of  Arbitration  e.V.  (DIS) without
          recourse to the ordinary courts of law. The  arbitration  tribunal may
          also decide on the  validity of this  agreement  to  arbitrate.  There
          shall be one arbitrator.  The  arbitration  procedure shall be held in
          Frankfurt  am Main and shall be  carried  on in the  English  language
          only.  All documents  must be submitted in the English  language,  or,
          where the original is in a different  language,  with a translation in
          English,  certified by a sworn  interpreter.  German  substantive  law
          (materielles Recht) as provided in Clause 8.7 shall apply.

The notary instructed both parties that

     --   the purchaser of Quotas is liable for unpaid or repaid subscriptions;

     --   only such party is  recognized  as the  shareholder  by a GmbH who has
          notified the GmbH of the assignment of the Quotas.

The Buyer requested the notary to notify the Company of the assignment of Quotas
hereunder in accordance with Section 16 GmbHG.

The above protocol and the exhibits  thereto were read to the parties present in
the  English  language,  approved  by them and  signed by them and the notary in
their on hand as follows:



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