SETTLEMENT AGREEMENT
                              --------------------

         This Settlement Agreement ("Settlement Agreement") is made and entered
into this 21th day of November 2000 by and between Atlas Communications, Ltd.
("Atlas"), Win-Gate Equity Group, Inc. ("Win-Gate") and Globaltron
Communications Corporation ("Globaltron"). Each of the aforementioned parties
may hereinafter be individually referred to as the "Party" or collectively as
the "Parties."

         WHEREAS, Atlas and Win-Gate had previously entered into negotiations
for the purchase and/or merger of Atlas by Win-Gate (the "Negotiations"); and

         WHEREAS, during the Negotiations Atlas entered into certain billing,
lease, service and management agreements (the, "Contracts", and collectively
with the Negotiations, the "Agreements") with Globaltron, a wholly owned
subsidiary of Win-Gate; and

         WHEREAS, Atlas and Win-Gate have recently agreed to terminate their
discussions relating to any such purchase and/or merger; and

         WHEREAS, the Parties now wish to enter into a final settlement of the
claims that each may have against the other, including, but not limited to, any
claims arising out of the Agreements as follows.

         NOW THEREFORE, in consideration of mutual covenants set forth herein,
together with other good and valuable consideration, the receipt of which is
hereby acknowledged by the Parties hereto, the Parties agree as follows:

         1.       Upon the execution of this Settlement Agreement, Win-Gate
                  shall transfer 400,000 shares of Win-Gate Common Stock (the
                  "Win-Gate Shares") to Atlas which shall not be subject to any
                  encumbrances or set offs. Win-Gate shall issue to Atlas an
                  additional 50,000 shares of Win-Gate Common Stock (the
                  "Additional Win-Gate Shares") in the event that the price of
                  the common stock of Win Gate does not have an average closing
                  price of $7.00 or more for twenty (20) consecutive trading
                  days within twelve (12) months from the date hereof (the $7.00
                  per share average price target and the number of Additional
                  Win-Gate Shares shall be proportionately adjusted to reflect
                  any stock split, reverse stock split or combination of shares,
                  stock dividend or other similar change in Win-Gate common
                  stock). Win Gate undertakes that it will immediately issue the
                  Additional Win-Gate Shares if the condition described in the
                  preceding sentence is not satisfied within (12) twelve months
                  from the date hereof and a notation has been put in the books
                  of Win Gate as to the "set aside" of the Additional Win Gate
                  Shares for such purposes. If (but without any obligation to do
                  so) Win Gate proposes to register any of its common stock or
                  other securities under the Securities Act in connection with
                  the public offering of such securities solely for cash
                  (whether for its own account or that of selling shareholders),
                  Win Gate shall, at such time, promptly give Atlas written
                  notice of such registration. Upon the written request of Atlas
                  given within twenty (20) days

<PAGE>

                  after receipt of such notice by Atlas, Win Gate shall use its
                  best efforts to cause to be registered under the Securities
                  Act all of the Win Gate Shares and if received by Atlas, the
                  Additional Win-Gate Shares that Atlas has requested to be
                  registered. Win Gate shall have no obligation under this
                  Section 1 to make any offering of its securities, or to
                  complete an offering of its securities that it proposes to
                  make. Notwithstanding the foregoing, if the managing
                  underwriter of such proposed registration determines and
                  advises in writing that the inclusion of the Win Gate Shares
                  or the Additional Win Gate Shares proposed to be included in
                  the proposed registration of Win Gate's common stock would
                  interfere with the successful completion of the registration
                  of Win Gate's stock, then Win-Gate shall not be under any
                  obligation to include any of the Win Gate Shares or the
                  Additional Shares in excess of the amount, if any, of those
                  shares which the managing underwriter of such underwritten
                  offering shall agree in writing to include; provided that if
                  another existing shareholder of Win Gate is permitted to
                  register its shares, Atlas shall be given the right to include
                  in the proposed registration a pro rata number of Win Gate
                  Shares or Additional Win-Gate Shares as to the shares
                  permitted to be registered to the other existing shareholders'
                  of Win-Gate.

                  Win Gate shall pay all expenses incurred by it in complying
                  with the registration provided in this Section; provided,
                  however, that the fees and expenses of complying with the
                  securities or blue sky laws applicable to the Win Gate Shares
                  or the Additional Win Gate Shares to be registered in any
                  state in which Win-Gate is not registering its shares, all
                  attorney fees, underwriting discounts and selling commissions
                  shall be borne by Atlas.

         2.       The Win Gate Shares and the Additional Win Gate Shares shall
                  be received by Atlas for investment purposes for its own
                  account, and not with the view to, or for resale in connection
                  with, any distribution thereof. Atlas understands that the Win
                  Gate Shares and the Additional Win Gate Shares have not been
                  registered under the Securities Act of 1933, as amended (the
                  "Securities Act"), or under the securities laws of various
                  states, by reason of a specified exemption from the
                  registration provisions there under. Atlas acknowledges that
                  the Win Gate Shares and the Additional Win Gate Shares must be
                  held indefinitely unless they are subsequently registered
                  under the Securities Act and under applicable state securities
                  laws or an exemption from such registration is available.
                  Atlas has been advised or is aware of the provisions of Rule
                  144 promulgated under the Securities Act which permits limited
                  resale of the securities purchased in a private placement
                  subject to the satisfaction of certain conditions including,
                  among other things, the availability of certain current public
                  information about Win Gate and compliance with applicable
                  requirements regarding the holding period and the amount of
                  securities to be sold and the manner of sale. Atlas has
                  received and carefully reviewed (i) Win Gate's Registration
                  Statement on Form S-1, (ii) all other information filed by Win
                  Gate pursuant to the Securities Act or the Securities Exchange
                  Act of 1934, as amended. Atlas is aware that no federal or
                  state or other agency has passed upon or made any finding or
                  determination concerning the fairness of the transactions
                  contemplated by this Settlement Agreement or the adequacy of
                  the disclosure of the exhibits and

                                       2
<PAGE>

                  schedules hereto and Atlas must forego the Win Gate Shares and
                  the Additional Win Gate Shares, if such a review would so
                  provide. Atlas understands and acknowledges that neither the
                  Internal Revenue Service nor any other tax authority has been
                  asked to rule on nor has it ruled on the tax consequences of
                  the transactions contemplated hereby. Atlas understands that
                  all certificates for the Win Gate Shares and the Additional
                  Win Gate Shares shall bear a legend in substantially the
                  following form:

                           "THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE
                           SECURITIES ACT OF 1933, AS AMENDED, OR QUALIFIED
                           UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY
                           NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE
                           DISPOSED OF WITHOUT SUCH REGISTRATION OR THE DELIVERY
                           TO THE ISSUER OF AN OPINION OF COUNSEL, SATISFACTORY
                           TO THE ISSUER, THAT SUCH DISPOSITION WILL NOT REQUIRE
                           REGISTRATION OF SUCH SECURITIES UNDER THE SECURITIES
                           ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
                           LAWS."

         3.       Upon the execution of this Settlement Agreement, Globaltron
                  shall pay to Atlas the sum of $50,000 as full and final
                  payment of all amounts due under the Agreements. In addition,
                  each party waives any amounts invoiced, or that could have
                  been invoiced, to the other party under any of the Agreements.

         4.       Starting on November 27, 2000 and until December 11, 2000,
                  Atlas shall cooperate with Globaltron's representatives and
                  allow those representatives to enter into Atlas' sites (under
                  the supervisions of Atlas' representatives and during normal
                  business hours); provided that if any force majeure event
                  occurs, the term provided in this Paragraph 4 shall be
                  extended for another 10-days term starting on the termination
                  of such force majeure event. A list of the above referred
                  equipment is attached to this Settlement Agreement as Exhibit
                  A.

         5.       Except for any obligations set forth herein, the Parties do
                  hereby mutually release each other, its shareholders,
                  officers, employees, directors, consultants, professional
                  advisors, representatives, predecessors, GNB Bank Panama S.A.
                  and Colpafinsa S.A. and affiliates of each of them, from and
                  against any and all claims, actions, causes of action,
                  demands, rights, damages, costs and/or expenses including but
                  not limited to any claims or rights arising under the
                  Agreements.

         6.       No Party to this Settlement Agreement shall, at any time
                  disclose to any person any and all the confidential and
                  proprietary information which each party has furnished to the
                  other or its respective representatives or advisors,
                  including, without limitation, all financial statements,
                  operating or capital strategies, industry statistics,
                  analyses, compilations, studies or other documents, which
                  contain or otherwise reflect such information whether oral or
                  written (the "Confidential Information") delivered or made in
                  connection with the Agreements. Except as provided in this

                                       3
<PAGE>

                  Settlement Agreement, each Party agrees not to use the
                  Confidential Information for any purpose other than for
                  performing its obligations under this Settlement Agreement,
                  provided that such information shall not be disclosed to any
                  other persons. The obligations of each Party under this
                  Settlement Agreement shall remain in effect beginning with the
                  date of disclosure of the Confidential Information and ending
                  5 years after the date of this Settlement Agreement. The
                  Confidential Information may be disclosed by any of the
                  Parties hereto: (i) to any affiliate, employees or
                  professional advisor's of each Party, only to such extent as
                  is necessary for the purposes of this Settlement Agreement or
                  to implement the rights and obligations of the Parties hereto,
                  and subject in each case to the recipient to hold the same
                  confidential in a written instrument and that the recipient
                  further agreeing not to use same except for the purposes for
                  which the disclosure is made; and (ii) to any governmental,
                  taxation or other authority or regulatory body to the extent
                  required to carry out the purposes of this Settlement
                  Agreement or to enforce the terms hereof, or as required by
                  law. In the event that any of the Parties or their respective
                  affiliates or representatives are requested or required (by
                  oral questions, interrogatories, requests for information,
                  subpoena, civil investigative demand, or similar process) to
                  disclose the Confidential Information, such party will provide
                  to the other prompt notice of such request(s) so that the
                  other Party may have a reasonable period of time to seek an
                  appropriate protective order or waive compliance with the
                  provisions of this Settlement Agreement. It is further agreed
                  that if, in the absence of a protective order or the receipt
                  of a waiver hereunder, either Party, upon the advice of
                  counsel, determines that it is compelled to disclose the
                  Confidential Information under penalty of contempt or suffer
                  other penalty or liability, such Party may disclose such
                  material without liability hereunder, and shall use its best
                  efforts to have the recipient undertake to maintain its
                  confidentiality.

         7.       The Parties hereto undertake not to make any Disparaging
                  Comments about the other. For the purpose of this Settlement
                  Agreement, Disparaging Comments refer to any comments, whether
                  oral or in writing (inclusive of those to governmental,
                  regulatory or self regulatory authorities) to the press, the
                  employees, consultants, tenants, customers of either Atlas,
                  Win-Gate or Globaltron or those of their affiliates or to any
                  other person, which is negative in nature or which could
                  adversely effect (i) the conduct of the business either of the
                  Parties hereto and their affiliates; (ii) the reputation or
                  quality of either Party hereto or their affiliates or those of
                  any of their employees, consultants, direct or indirect
                  shareholders or beneficial owners, directors or officers, past
                  or present, or the manner in which any of them conducts their
                  respective businesses.

         8.       The Parties agree that any and all disputes arising from or
                  related to this Settlement Agreement shall be submitted to
                  binding arbitration before one arbitrator in accordance with
                  the rules of the American Arbitration Association. Any such
                  arbitration shall be held exclusively at the offices of the
                  American Arbitration Association in New York, New York.
                  Notwithstanding the foregoing either party can seek injunctive
                  relief in aid of arbitration in any court of competent
                  jurisdiction
                                       4
<PAGE>

                  and to seek equitable or legal remedies in respect to a breach
                  of Paragraphs 6 and 7 in any such court. This Settlement
                  Agreement shall be governed by the laws of the State of New
                  York without regard to any conflict or choice of law
                  considerations.

         9.       Except for the Settlement Agreement for The Use and
                  Nondisclosure of Proprietary Information by and between Atlas
                  and Globaltron dated May 19, 2000 (the, "NDA"), this
                  Settlement Agreement shall represent the complete agreement
                  between the Parties hereto and supercedes any prior written
                  agreements or oral representations and/or promises between the
                  Parties hereto. The Parties hereto acknowledge that the terms
                  of the NDA shall remain in full force and effect. However, no
                  modification or amendment to this Settlement Agreement shall
                  be effective unless set forth in writing and executed by all
                  of the Parties hereto.

         10.      The Parties to this Settlement Agreement agree to provide each
                  other with any other documentation necessary to give effect to
                  this Settlement Agreement.

         11.      This Settlement Agreement may be executed in counterparts and
                  shall be effective as of the date that it is executed by all
                  of the Parties hereto.


                                       5

<PAGE>

                  THE PARTIES hereto have caused this Settlement Agreement to be
         executed by their Officers thereunto on the day and year first above
         written.

         Atlas Communications, Ltd.               Win-Gate Equity Group, Inc.



         By:      Illegible                       By: /s/ Kevin P. Fitzgerald
                                                      -----------------------
                                                           Kevin P. Fitzgerald




         GNB Bank Panama S.A. (*)                 Colpafinsa S.A.(*)



         By:      /s/Camilo Verastegui            By: /s/ Magda Rodriguez
                  --------------------------          -------------------
                  Camilo Verastegui                       Magda Rodriguez

         Globaltron Communications Corporation

         By:      /s/ Kevin P. Fitzgerald
                  --------------------------
                  Kevin P. Fitzgerald




         (*) Only as to Section 5 under this Settlement Agreement

                                       6