WHOLESALE AGREEMENT





                             DATED: 2 December 1999



                                     BETWEEN

                        TRADE WIND MARKETING PTY LIMITED
                                     ("TWM")


                                       AND

                    PREMIERE INFORMATION SERVICES PTY LIMITED
                                  ("Premiere")





















<PAGE>

                                TABLE OF CONTENTS

Clause                                                                  Page No.

1.0 RECITALS

2.0 PURPOSE AND SCOPE

3.0 DEFINITIONS AND INTERPRETATION

            3.1  Definitions
            3.2  Interpretation

4.0 DUTIES OF TWM

5.0 DUTIES OF PREMIERE.

6.0 CHARGES

7.0 BILLING

8.0 PAYMENT

9.0 INTELLECTUAL PROPERTY

10.0 TERM

11.0 TERMINATION

12.0 NON-COMPETITION (confidential portion omitted and filed separately with the
                      Commission)

13.0 GST

14.0 DISPUTE RESOLUTION

15.0 FORCE MAJEURE

16.0 RESTRICTION OF USE OF TANDEM

17.0 SEVERABILITY

18.0 CONFIDENTIALITY

19.0 ASSIGNMENT

20.0 SECURITY

21.0 COSTS

22.0 LAW

23.0 NOTICES

SCHEDULE 1 - SERVICES - Contact the Company for a copy


SCHEDULE 2 - CHARGES [Omitted pursuant to Confidential  Treatment Request; filed
             separately with Commission]


SCHEDULE 3 - SERVICE LEVEL AGREEMENT - Contact the Company for a copy


SCHEDULE 4 - BILLING  OBLIGATIONS  [Omitted  pursuant to Confidential  Treatment
             Request; filed separately with Commission]



<PAGE>

                               WHOLESALE AGREEMENT


PARTIES:         Trade Wind  Marketing  Pty Ltd ACN 052 100 455,  of 27th Floor,
                 Grosvenor Place, 225 George Street, Sydney, NSW, 2000 ("TWM")

AND:             PREMIERE  INFORMATION  SYSTEMS PTY LIMITED,  ACN 001 722 292 of
                 Level 5, 120 Sussex Street Sydney, NSW, 2000 ("Premiere")

1.0              RECITALS:

                 1.1      The Parties have signed a Heads of Agreement dated 7th
                          September,  1999  under  which  they  agree  to form a
                          strategic   partnership   concerning   the  sales  and
                          provision  of  certain   enhanced  fax  and  messaging
                          services,  and to enter into a Wholesale Agreement for
                          the  delivery of certain  traffic  generated  by TWM's
                          customers via the Premiere global network.

                 1.2      This Agreement is the Wholesale  Agreement referred to
                          in the Heads of Agreement.

2.0.             PURPOSE AND SCOPE

                 Premiere is a provider of broadcast  faxing and other  enhanced
                 fax or messaging  services  more fully  described in Schedule 1
                 (the "Services"). TWM wishes to supply its customers generating
                 certain  traffic in Australia  with the Services by sending its
                 fax  traffic  (and,  at its  sole  discretion,  other  enhanced
                 messaging  traffic) through the Premiere network.  Premiere has
                 agreed to enter into this Agreement with TWM.

3.0              DEFINITIONS AND INTERPRETATION

                 3.1    Definitions

                 In this Agreement:

                 " Agreement" means this Agreement,  including its Schedules, as
                 varied from time to time in accordance with its terms;

                 `Confidential  Information" of a party includes all information
                 marked  as  confidential  by that  party or any of its  Related
                 Bodies   Corporate  or  which  the  recipient  knows  or  ought
                 reasonably to be aware is confidential  (regardless of its form
                 and whether the other party becomes aware of it before or after
                 the date of the  Agreement)  but excludes  information  that is
                 public knowledge  otherwise than as a result of a breach of the
                 obligations of confidentiality under this Agreement;

                 "Commencement  Date"  means  the  date  of  execution  of  this
                 Agreement;

                 "Computer System" means the computer system comprising physical
                 equipment,  system and application software utilised by TWM and
                 any replacement computer system used by TWM from time to time;

<PAGE>
                 "Customer"  means a customer of TWM which  acquires  any of the
                 Services;

                 "Equipment" means the computer hardware and software  specified
                 in Schedule 1;

                 "GST,  GST Law" and other terms used in this clause  which have
                 definitions  in the A New Tax System  (Goods and Services  Tax)
                 Act 1999 have the meanings  provided in those  definitions  and
                 any other applicable legislation and any ruling whether binding
                 or non-binding;

                 "Insolvency Event" means any of the following events;

                 (a)    a receiver, manager, liquidator, provisional liquidator,
                        receiver and manager, trustee, administrator, controller
                        or similar  officer is appointed in respect of any asset
                        of either party;
                 (b)    either  party  becomes,  is,  or  is  deemed  under  any
                        applicable  law to be  insolvent  or  unable  to pay its
                        debts as they fall due;
                 (c)    any writ of execution,  garnishee order, injunction,  or
                        similar order, attachment,  distress or other process is
                        made,  levied or issued  against or in  relation  to any
                        asset of either party.

                 "Intellectual  Property Rights" means all intellectual property
                 rights  including (but not limited to)  copyright,  trade mark,
                 design,   patent,   circuit  layout   rights,   trade  secrets,
                 confidential  information or other  proprietary  rights,  or an
                 rights to registration of such rights whether created before or
                 after the date of this Agreement.

                 "Related Body Corporate" has the meaning given in sections 9 of
                 the Corporations Law.

                 "Service Level Agreement" means the Service Level Agreement set
                 out in Schedule 3, as amended and updated from time to time.

                 "Service" means the telecommunications and related services set
                 out in Schedule  1, as varied  from time to time in  accordance
                 with this Agreement.

                 "Special  Products"  means but is not  limited to the TWM front
                 end and Gateway technology providing special messaging services
                 and enhancements through which TWM customer traffic is directed
                 and as a result provides enhancements, value added services and
                 features etc and is enhanced with added  features/services from
                 time to time.

                 "Software" means the computer  software referred to in Schedule
                 1 and any upgrades, variations or amendments of that software.

                 "$" means the lawful currency of the Commonwealth of Australia

                 "Tandem Switch" refers to TWM's system by which it receives and
                 transmits fax  broadcasts  and point to point traffic on behalf

<PAGE>

                 of its customers and  constitutes  separately  the hardware and
                 licensed Flexifax  application software that enables the switch
                 to be used for the Flexifax fax distribution purpose.

                 3.2   Interpretation

                 In this Agreement:

                 headings   are  for   convenience   only  and  do  not   affect
                 interpretationand  unless  the  context  indicates  a  contrary
                 intention:

                 (a)     words  denoting the singular  number include the plural
                         and vice  versa;  words  denoting  individuals  include
                         corporations  and vice versa;  and words  denoting  any
                         gender include all genders;
                 (b)     references to clauses and  Schedules are  references to
                         clauses and Schedules of this Agreement;
                 (c)     references to this Agreement and any deed, agreement or
                         instrument will be deemed to include references to this
                         Agreement  and the deed,  agreement  or  instrument  as
                         amended, novated, supplemented, varied or replaced from
                         time to time;
                 (d)     references to any party to this  Agreement  include its
                         successors or permitted assigns;
                 (e)     references  to any  legislation  or to any  section  or
                         provision  thereof includes any statutory  modification
                         or reenactment,  any substituted  statutory  provision,
                         and ordinances, bylaws, regulations and other statutory
                         instruments issued under them; and
                 (f)     references to currency are to Australian dollars.

4.0              DUTIES OF TWM

                 TWM will be responsible for:

                 (a)     selling,   marketing   (in  some  cases   jointly)  and
                         promoting the  Services,  including TWM services it has
                         developed   using  its  own   front  end  and   Gateway
                         technology ("Special Products");

                 (b)     ongoing  account  management  all of the  TWM  Customer
                         accounts;

                 (c)     providing  customer  telephone  service  and  technical
                         support  services in accordance  with the Service Level
                         Agreement  which will be entered into by the parties on
                         terms to be agreed by the parties (the  "Service  Level
                         Agreement")  and for informing  its own customers  that
                         they should  amend their  lists,  where there have been
                         reports of unwelcome call numbers, when requested to do
                         so;

                 (d)     invoicing the TWM Customers and collecting  payments in
                         accordance with invoices from those Customers;

                 (e)     providing  installation,  training and support services
                         for the  Services'  applications  to its own  staff and
                         customers; and
<PAGE>

                 (f)     integrating  Web based  products  and gateway  with the
                         Premiere system in conjunction  with Premiere and tools
                         provided  by Premiere  with each party  bearing its own
                         costs,  or  as  otherwise   reasonably  agreed  by  the
                         Parties.

                 (g)     TWM  may  enhance  its  Special  Products  and  provide
                         additional  services to TWM customers in anyway it sees
                         fit.   Premiere  will  be  offered  badging  rights  to
                         appropriate  Special  Products  under  mutually  agreed
                         terms.

5.0              DUTIES OF PREMIERE

                 Premiere will be responsible for:

                 (a)     providing TWM with the Services in accordance  with the
                         Service  Level  Agreement  and  tools to  allow  TWM to
                         rebadge the service if required under  mutually  agreed
                         terms.  (b) providing TWM with accurate billing data in
                         accordance with clause 7 of this Agreement;

                 (c)     maintaining  the  enhanced  fax and  messaging  network
                         (which includes network reliability, speed and capacity
                         and all associated  integrating software) in accordance
                         with the Service Level  Agreement which will be entered
                         into by parties on terms to be agreed by the parties;

                 (d)     providing  daily and monthly  operations  reports which
                         include  information such as customer's  monthly usage,
                         traffic profiles and other relevant operational data in
                         accordance with the Service Level Agreement;

                 (e)     providing  customer  telephone  service  and  technical
                         support  services  at its cost in  accordance  with the
                         Service Level Agreement;

                 (f)     providing  Premiere  staff  members  to  assist  in the
                         co-ordination  and the  implementation of the migration
                         process, at its own cost;

6.0              CHARGES

                 (a)     The charges  current on the date of this  Agreement are
                         set out in Schedule 2 (the  "Charges").  Premiere  will
                         not  increase  the  Charges  for the first 12 months of
                         this Agreement. The charges shall be reviewed every six
                         months in good faith and when  applicable  adjusted  to
                         take into account trends in telecommunications industry
                         tariffs in  Australia.  If the revised  charges are not
                         acceptable  to TWM then  TWM will be able to  terminate
                         this agreement giving 90 days notice of intention to do
                         so.

                 (b)     The  charges  are  based  upon  Australian   originated
                         traffic.  It is agreed that TWM can start other similar
                         operations   under   similar   Strategic    Partnership
                         arrangements with other Premiere  organisations.  Under
                         this   Agreement   Premiere   will   assist   in  these
                         discussions with the local Premiere organisation.


<PAGE>

7.0              BILLING

                 1.     Premiere  will  send to TWM raw  billing  files  for the
                        Services provided by Premiere for the previous week each
                        Friday.  This will be sent before 10 a.m. for processing
                        by TWM. An additional billing file to cover the last few
                        days of the month is to be sent  before  10am on the day
                        following the last day of the month.

                 2.     At the end of each month, Premiere will issue an invoice
                        to TWM, in a form set agreed by the parties, for Charges
                        relating to the Services  provided by Premiere to TWM in
                        the  preceding  month.  This will  include an invoice to
                        TWM,  in a form set agreed by the  parties,  for Charges
                        relating to the Services  provided by Premiere to TWM in
                        the  preceding  month on the first day of the  following
                        month

8.0              PAYMENT

                 Except  to the  extent  that TWM has  disputed  an amount in an
                 invoice,  TWM must pay the Charges on each invoice  provided by
                 Premiere within 60 days from the date of the invoice.

9.0              INTELLECTUAL PROPERTY

                 Each party will  retain all right,  title and  interest  to any
                 intellectual   property  which  that  party  deploys  or  makes
                 available to the other party pursuant to this Agreement.

10.0             TERM

                 The term of this  Agreement will be for an initial period of 12
                 months(the  "Initial  Period") which can be extended once for a
                 further 12 months by  agreement  between the  parties,  . Three
                 months  notice to be given by TWM  should it not wish to extend
                 the Agreement beyond the Initial  period..  After expiry of the
                 Initial Period, or any extension,  this Agreement will continue
                 until terminated.

11.0             TERMINATION

                 Either party may terminate this Agreement:

                          (i)   if  the  other  party  materially  breaches  any
                                provision of this Agreement or the Service Level
                                Agreement and does not rectify the breach within
                                28 days of being notified of the breach.

                          (ii)  if an insolvency  event occurs (for  example,  a
                                Court  orders  that  a  party  be  wound  up) in
                                relation to the other party;

                          (iii) If either  party gives six months  notice to the
                                other   that  it   wishes  to   terminate   this
                                Agreement;
<PAGE>

                          (iv)  if there is a total and  irreparable  failure of
                                the Equipment  which is caused by something that
                                is beyond the reasonable control and without the
                                fault or negligence of Premiere

                          (v)   Should  there  be  a  change  in  management  or
                                operational  control of TWM or Premiere then TWM
                                has  the  right  to  amend  or  terminate   this
                                agreement

12.0             NON-COMPETITION

                 (a)     Premiere  may  compete  with  TWM  in  relation  to the
                         provision of the Services in accordance  with the terms
                         of this clause Premiere must not knowingly  promote the
                         Services to or entice away any of TWM's enhanced fax or
                         messaging  service  customers  or  who  use  any of the
                         Services ("Enhanced Fax Customer" or Special Products).
                         Premiere must not knowingly  induce TWM's  Enhanced Fax
                         or messaging  Customers  to transfer  away from TWM for
                         the duration of this Agreement.  TWM must not knowingly
                         promote   the   Services  to  or  entice  away  any  of
                         Premiere's  enhanced fax or messaging service customers
                         or  who  use  any  of  the  Services   ("Enhanced   Fax
                         Customer").  TWM must now  knowingly  induce  Premier's
                         Enhanced  Fax or messaging  Customers to transfer  away
                         from Premiere for the duration of this  Agreement.  The
                         provisions  of this Clause  shall apply for a period of
                         two  years  after  the  date  of  termination  of  this
                         Agreement.

                 (b)     Premiere   and  TWM  agree  that  if  either  party  is
                         supplying any of the Services or Special  Products to a
                         branch  or  division   of  a   corporate   customer  or
                         government department, the other party will not promote
                         any  of the  Services  to  that  particular  branch  or
                         division   of  a  corporate   customer  or   government
                         department or attempt to entice that customer away from
                         the first  party  for any of the  Services  or  Special
                         Products. For the avoidance of doubt, in the event that
                         such a  customer  makes an  unsolicited  approach  to a
                         party to provide any of the  Services,  such a party is
                         at liberty to do so.

                 (c)     Premiere  shall be the exclusive fax delivery  provider
                         of the Enhanced Fax Services to TWM  customers  for the
                         duration of the Agreement.

                 (d)     Premiere  acknowledges  that TWM customers  will at all
                         times  remain TWM  customers  even if they are directly
                         using the Services .

13.0             GST

                 Notwithstanding  any  other  provision  of this  Agreement,  if
                 Premiere  becomes liable for any amounts of GST on any supplies
                 made under or in connection with this Agreement then;

                 (a)     Premiere may increase the amounts  otherwise payable by
                         TWM under this Agreement by the amount of the GST; and
<PAGE>

                 (b)     Premiere will provide TWM with a tax invoice which will
                         enable TWM,  where entitled under the GST law, to claim
                         an input  tax  credit  for  TWM's  acquisition  of that
                         supply; and

14.0             DISPUTE RESOLUTION

                 14.1    If any  dispute or  difference  arises  between TWM and
                         Premiere out of or in connection  with the  performance
                         of this Agreement or the Services,  but not relating to
                         any    question    arising    from    obligations    of
                         confidentiality,  either  party  must  give  the  other
                         written  notice of such  dispute  within  28 days.  The
                         parties  agree  that they will  make  every  reasonable
                         effort to  resolve  the  difference  in a  commercially
                         reasonable  and  amicable way within 45 days of receipt
                         of notice of the dispute under this clause.

                 14.2    If  resolution  under clause 14.1 cannot be reached,  a
                         meeting  will  be  held  within  15  days  between  the
                         relevant  managers of the parties to agree  appropriate
                         corrective  actions to be implemented  within an agreed
                         timeframe which is not to exceed 30 days.

                 14.3    If  resolution  cannot be reached  under clause 14.2, a
                         meeting  will  be held  between  the  respective  Chief
                         Executive  Officer  ( or his or her  delegate)  of each
                         party to agree  appropriate  corrective  actions  to be
                         implemented  within an agreed timeframe which is not to
                         exceed 30 days.

                 14.4    If resolution  cannot be reached under clause 14.3, the
                         parties may jointly  appoint an  independent  expert to
                         resolve the dispute.  If the parties  cannot agree on a
                         suitable  independent  expert,  then  either  party may
                         request the  President  of the NSW Bar  Association  at
                         that time to  appoint a  barrister  of not less than 10
                         years  standing to act as an expert and  determine  the
                         appropriate  corrective action to be implemented within
                         an agreed timeframe.

                 14.5    Notwithstanding   this  clause  14,  either  party  may
                         commence court proceedings relating to any such dispute
                         or  may  properly  seek  urgent   interlocutory  relief
                         without complying with this clause 14

15.0             FORCE MAJEURE

                 15.1    Neither  party shall be liable for any default or delay
                         in  the  performance  of  its  obligations  under  this
                         Agreement  to the extent that such  default or delay is
                         caused,   directly  or  indirectly,   by  fire,  flood,
                         earthquake,  elements of nature or acts of God, acts of
                         war, terrorism,  riots, civil disorders,  rebellions or
                         revolutions,  strikes,  lockouts,  or any  other  cause
                         beyond   the   reasonable   control   of   such   party
                         (individually  each  being a  "force  majeure"  event),
                         provided  such  default  or delay  could  not have been
                         prevented by reasonable precautions.
<PAGE>

                 15.2    In such event, the non-performing party will be excused
                         from  any  further  performance  or  observance  of the
                         obligations   so   affected   for  as   long   as  such
                         circumstances  prevail.  Any  party so  delayed  in its
                         performance  will  immediately   notify  the  other  by
                         telephone,  to be confirmed  in writing  five  calender
                         days  following  the  inception  of  such  delay,   and
                         describe   at  a   reasonable   level  of  detail   the
                         circumstances causing such delay.

                 15.3    Premiere warrants that it has implemented a Y2K plan to
                         minimise the impact,  if any, from the 'millenium  bug'
                         and that  alternative  plans  are also in place  should
                         problems,  failures  or  delays  occur  with any of its
                         carriers  or  service  providers  but does not  warrant
                         against the impact third party  suppliers and customers
                         may have on Premiere's  ability to provide the services
                         due to their systems not being Y2K  compliant  Premiere
                         will not be held  liable for losses  incurred by TWM or
                         other parties due to problems that occur as a result of
                         suppliers  and  customers  not being Y2K  compliant  or
                         experiencing Y2K related problems.

16.0             RESTRICTION OF USE OF TANDEM HARDWARE AND SOFTWARE

                 16.1    TWM agrees  not to sell,  gift or  bequeath  the right,
                         license or other entitlement to use the Flexifax Tandem
                         application  software, or means by which TWM has in the
                         past been legally entitled to use the Tandem switch and
                         its Flexifax Tandem application software to any person,
                         business  or body  corporate  for the  duration of this
                         Agreement.

                 16.2    TWM may at its sole discretion  keep, use or dispose of
                         the  Tandem  switch  hardware  and  other  parts of its
                         original network.

17.0             SEVERABILITY

                 If any part of the  Agreement  is held to be void,  invalid  or
                 otherwise  unenforceable,  it will be deemed to be severed from
                 this  Agreement  and  the  remainder  of  this  Agreement  will
                 continue in full force and effect.

18.0             CONFIDENTIALITY

                 Neither  party will make a public  announcement  or disclose to
                 any person details of the  discussions  between the parties and
                 the terms of this  Agreement  unless it first consults with and
                 obtains  the  written  agreement  of  the  other  party  (which
                 agreement will not be unreasonably withheld), provided that:

                 (a)     following such consultation, no party shall be entitled
                         to  withhold   agreement   in  the  case  of  a  public
                         announcement  or  notification  where and to the extent
                         that  that  party  is  required  by law or the  listing
                         requirements of any stock exchange; and
<PAGE>

                 (c)     a party is  entitled  to make such  disclosures  to the
                         directors,   secretaries,   professional  advisers  and
                         bankers  of that  party so long as the  party  uses all
                         reasonable   endeavours  to  ensure  that  the  matters
                         disclosed are kept confidential.

19.0             ASSIGNMENT

                 Neither party may assign its rights or  obligations  under this
                 Agreement without the prior written consent of the other, whose
                 consent shall not be unreasonable withheld

20.0             SECURITY

                 It is agreed that for the first twelve months of this agreement
                 that the  registered  customer  base of Flexifax can be used as
                 security  against unpaid  invoicing  triggered  under clause 10
                 (ii)  in  the  event  that  TWM  is  unable  to   rectify   any
                 indebtedness  after  being given 60 days to do so. The value of
                 this  customer  base is to be  calculated  based upon one and a
                 half  times  the  total  annualised  revenue  based on  carried
                 traffic under this agreement  generated from the total customer
                 base by Flexifax  and will be purchased in full by Premiere and
                 a portion  used to offset the debt.  This  calculation  will be
                 based upon the total annualised TWM customer revenue calculated
                 from the  average  of the  Flexifax  monthly  customer  revenue
                 figures of the previous  three  operational  months  seasonally
                 adjusted. Any surplus after repayment of debt is to be returned
                 immediately to TWM.

21.0             COSTS

                 Except as  otherwise  agreed in  writing by the  parties,  each
                 party shall bear its own costs and expenses in connection  with
                 action taken by it in relation to this Agreement.

22.0             LAW

                 This  Agreement  is governed by the laws of New South Wales and
                 each of the parties submit to the jurisdiction of the Courts in
                 that State.

23.0             NOTICES

                 (a)     All  notices  and  other  communications   required  or
                         permitted  to be given or served  under this  Agreement
                         may be  delivered  by  hand,  by  pre--paid  post or by
                         facsimile as follows:
<PAGE>

                         To:        The Company Secretary
                                    Trade Wind Marketing Pty Limited

                         Address:   27th Floor, Grosvenor Place
                                    225 George Street
                                    SYDNEY NSW 2000

                         Fax:       (02) 9250 8890

                         To:        The Company Secretary
                                    Premiere Information Systems Pty Limited

                         Address:   Level 5, 120 Sussex Street
                                    SYDNEY NSW 2000

                         Fax:       (02) 9338 0193

                 (b)     Notices shall be deemed to have been  received,  in the
                         case of personal delivery,  on the day of delivery,  in
                         the case of posting by pre-paid post, on the second day
                         after posting,  and in the case of a facsimile,  on the
                         day  immediately  following  the date of  despatch  and
                         confirmation  of the  answerback  code of the receiving
                         party's machine.



<PAGE>

DATED:     2nd December 1999

SIGNED for and on behalf of                               )
Trade Wind Marketing Pty Limited                          )
ACN 052 100 455 by                                  /s/ Nick Bird
                                            ..................................
In the presence of:                                       )         (Signature)

 /s/ Kevin Bryan Levine
 .....................................................
(Signature of Witness)

 Kevin Bryan Levine
 .....................................................
(Name of Witness in Full)


SIGNED for and on behalf of                               )
PREMIERE INFORMATION SYSTEMS                              )
PTY LIMITED ACN 001 722 292 by                       /s/ illegible
                                              ..................................
In the presence of:                                       )         (Signature)

  /s/ Craig McClosky
 .....................................................
(Signature of Witness)

Craig McClosky
 .....................................................
(Name of Witness in Full)