Exhibit 10.24

THIS AGREEMENT is made the 8th day of August, 2000 between

SWIFTNET LIMITED  registered in England No. 2469394 having its registered office
at Edelman House, 1238 High Road, Whetstone, London N20 OLH

And

BRITISH  TELECOMMUNICATIONS  public  limited  company  registered in England No.
1800000 having its registered office at 81 Newgate Street, London, EC1A 7AJ.

WHEREAS

A     The Operator is a Schedule 2 Public Operator.

B     BT is a Schedule 2 Public Operator.

C     The Parties  have agreed to connect the  Operator  System to the BT System
      and to the supply of services and facilities,  on the terms and conditions
      of this Agreement.

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

1.1   In this Agreement,  except if the context  requires  otherwise,  words and
      expressions are as defined in Annex D.

1.2   The  Interpretation  Act 1978 shall apply for the purpose of  interpreting
      this Agreement as if this Agreement were an Act of Parliament.

1.3   The following  documents  form part of this Agreement and, in the event of
      any  inconsistencies  between them, the order of precedence  shall (unless
      expressly stated to the contrary) be as follows:

            1.    main body of this Agreement

            2.    Annex D

            3.    Annexes A and B

            4.    Specifications

            5.    Annex C

            6.    Carrier Price List

1.4   It is hereby expressly agreed that the Manuals,  the Technical Master Plan
      and the Customer Service Plan are not legally binding.

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2.    COMMENCEMENT AND DURATION

2.1   This  Agreement  takes effect on the date hereof and shall  continue until
      termination pursuant to this Agreement.

2.2   In the event that either Party ceases to be a Schedule 2 Public Operator:

2.2.1       the Party so ceasing may  terminate  the  Agreement by not less than
            three months' advance written notice;

2.2.2       the other Party may  terminate  the  Agreement  forthwith by written
            notice.

2.3   A Party may  terminate  this  Agreement by giving at any time to the other
      not less than 24 months' written notice to terminate.

2.4   After notice has been given  pursuant to paragraph  2.2 or 2.3 a Party may
      request the other Party to carry on good faith negotiations with a view to
      entering into a new agreement.

2.5   Following a request  pursuant to paragraph 2.4, if, on termination of this
      Agreement  either  Party would be obliged  under its Licence to enter into
      anew  interconnection  agreement  with the other Party the  Parties  shall
      carry  on  good  faith  negotiations  with a view to  entering  into a new
      agreement within a reasonable  period, and in the case of paragraphs 2.2.1
      and 2.3 with a view to that agreement taking effect on termination of this
      Agreement.

3.    INTERCONNECTION AND STANDARDS

3.1   The  Parties  shall  connect  and keep  connected  the BT  System  and the
      Operator System at Points of Connection using Customer Sited  Interconnect
      or In-span  Interconnect in accordance with this Agreement (to such extent
      permitted by the Operator Licence).

3.2   If this Agreement  does not contain a Schedule for the joint  provision by
      the Parties of In-span  Interconnect  and BT notifies the Operator that BT
      requires Capacity between  particular  Switch  Connections on a particular
      date,  the  Operator  shall  include  such  Capacity in its next  Capacity
      Profile.  The Operator shall place a Capacity Order in a timely manner for
      such  Capacity  by way of  Customer  Sited  Interconnect  between the same
      Switch Connections, being an order for not less than the Capacity required
      by BT.  No such  Capacity  Order  shall  be  cancelled  nor any  resulting
      Interconnect Link rearranged by the Operator without BT's written consent.
      The provisions  relating to payment for duct for such  Interconnect  Links
      shall not apply and the  Capacity  by way of Customer  Sited  Interconnect
      provided  pursuant to this paragraph shall,  unless otherwise  agreed,  be
      used solely for Traffic Types for which BT has responsibility  pursuant to
      Annex A.

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3.3   Each Party shall comply with the Specifications in so far as they apply to
      the provision of services pursuant to this Agreement.

3.4   In the  practical  implementation  of the  Specifications  relating to the
      interconnection of the BT System and the Operator System the Parties shall
      apply standards and operating  guidelines which in the first instance have
      due regard to the following in the order or precedence specified below:

3.4.1       any  legal   requirements   imposed  upon  each  of  them  including
            requirements  arising  from  Condition  45 of the BT Licence and the
            equivalent Condition of the Operator Licence; and

3.4.2       any  relevant  specification  notified  by the  Director  General in
            implementation of the recommendations of the NICC; and

3.4.3       any recommendations by ETSI; and

3.4.4       any recommendations by ITU-T; and

3.4.5       the GSM memorandum of understanding (where applicable)

4.    SYSTEM ALTERATION

4.1   A Party wishing to make a System  Alteration shall give to the other Party
      not less than 7 months written notice prior to the date of the anticipated
      System  Alteration.  The notice shall specify the technical details of the
      System  Alteration  and the  date of the  anticipated  System  Alteration.
      Following  such  notification  each Party  shall  supply to the other such
      information as the other may reasonably  request  including in the case of
      the Party giving the notice,  to the extent  reasonably  practicable,  the
      potential impact on the other Party's System.

4.2   The Party  receiving the notice pursuant to paragraph 4.1 shall notify the
      other as soon as  practicable,  but in any  event  not more than one month
      after receipt of such notice, of any alterations  required to that Party's
      System  as a  result  of  the  proposed  System  Alteration  and,  if  the
      provisions in paragraph 4.6 do not apply, a quotation for the cost of such
      alterations  calculated on the basis of the minimum cost  consistent  with
      good engineering practice.

4.3   If the Party  giving  the  notice  pursuant  to  paragraph  4.1 agrees the
      alterations  required to the other Party's System and agrees the quotation
      (if any), the Parties shall agree a plan within three months of receipt of
      the notice referred to in paragraph 4.2 to implement the System Alteration
      and the other Party shall carry out such  alterations  in accordance  with
      the agreed plan.

4.4   If the  provisions in paragraph 4.6 do not apply,  and if the Party giving
      the notice pursuant to paragraph 4.1 does not agree  alterations  required

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      and/or the quotation (if any), that Party shall so notify the other Party,
      and the Parties  agree to treat the matter as a Dispute.  The Party giving
      the notice  pursuant to  paragraph  4.1 shall not  implement  the relevant
      System Alteration until the Dispute is resolved.

4.5   On completion of the relevant  alteration  the Party  receiving the notice
      pursuant  to  paragraph  4.1  shall  invoice  the  other  Party  for  such
      alteration for an amount not exceeding the agreed quotation.

4.6   Each Party shall pay its own costs  arising  out of the System  Alteration
      if:

4.6.1       the Parties agree in writing to change their respective  Systems for
            their mutual benefit; or

4.6.2       the System  Alteration is lawfully  directed by the Director General
            who also lawfully directs each Party to pay its own costs; or

4.6.3       the System Alteration is unanimously agreed by NICC; or

4.6.4       the altering  Party is BT and the System  Alteration  is a change to
            the signalling  system,  which change is consistent  with an upgrade
            path agreed by NICC.

4.7   The Parties shall amend the Specifications prior to a System Alteration.

4.8   If a Party makes a System  Alteration  it shall  ensure that Calls  handed
      over  from the other  Party are not  prevented  to any  greater  extent or
      hindered in any manner  different from the generality of Calls made by the
      altering Party's Customers.

5.    SCOPE

5.1   The Parties  shall convey  Calls and provide the  services and  facilities
      pursuant to the Schedules.

5.2   For the avoidance of doubt and  notwithstanding the interconnection of the
      BT System and the  Operator  System  neither  Party shall hand over to the
      other  Party,  nor have an  obligation  to convey  Calls of any  category,
      unless the other  Party has agreed to convey  Calls of that  category  and
      there is express provision to convey Calls of that category in a Schedule.

5.3   Neither  Party  shall be  obliged  to  provide  or be  entitled  to access
      Ancillary  Services  unless there is express  provision for the particular
      Ancillary Service in a Schedule.



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6.    QUALITY OF SERVICE

6.1   BT  shall  use  reasonable  endeavours  to meet  the  Target  Performance,
      applicable  at the time of  provision of the  relevant  Standard  Service,
      specified in the Quality Schedule.

7.    TRANSFER CHARGE CALLS

7.1   If having been  allocated an entire NNG the Operator has the exclusive use
      of that NNG and requests BT not to offer Transfer Charge Calls to Operator
      Customers on such NNG then subject to the Operator:

7.1.1       taking  reasonable  steps to ensure that Operator  Customers on such
            NNGs do not accept or agree to pay for Transfer Charge Calls; and

7.1.2       giving BT written  notice that the Operator  does not wish  Transfer
            Charge Calls to be conveyed to the relevant NNG;


      BT shall  instruct BT  Operator s not to make  available  Transfer  Charge
      Calls to Operator  Customers on such NNG, request  operators of Authorised
      Overseas  Systems not to make available  Transfer Charge Calls to Operator
      Customers   on   such   NNG,   and   request   Third   Parties   who   run
      Telecommunications  Systems that provide public switched  telephony within
      the United Kingdom pursuant to licences granted under the Act, not to make
      available Transfer Charge Calls to Operator Customers on such NNG.

7.2   If the Operator has complied  with the  provisions  of paragraph  7.1, the
      Operator shall be released from any obligation to pay for Transfer  Charge
      Calls  conveyed to relevant  NNG 28 Working Days after the date of receipt
      of the notice pursuant to paragraph 7.1.2.

7.3   If BT releases the Operator  from the  obligation  to pay for any Transfer
      Charge Call pursuant to paragraph  7.2, the Operator shall release BT from
      the  obligation to pay the Operator for the conveyance of such Call unless
      the Call was connected by the BT Operator.

8.    NEW SERVICE

8.1   Either  Party may, at any time,  request from the other Party an agreement
      to interconnect  their respective Systems for the provision of any service
      or  facility  which  the  other  Party   provides  under   interconnection
      agreements to Third Party Operators which, in the case of a request to:

8.1.1       BT,  is an  agreement  which  BT is  required  to enter  into  under
            Condition 45 of the BT Licence; or

8.1.2       the  Operator,  is an  agreement  which the  Operator is required to
            enter into under the equivalent Condition of the Operator Licence.


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8.2   BT shall,  following  a request  by the  Operator,  offer to enter into an
      agreement  to  interconnect  the  Parties'   respective  Systems  for  the
      provision  of the service or facility to the Operator on BT's then current
      standard  terms.  Upon  acceptance of such offer,  this Agreement shall be
      amended by the addition of a Schedule  containing the terms  applicable to
      such service or facility or, if  appropriate,  the Parties shall agree and
      enter into a new interconnection agreement.

8.3   The  Operator  shall,  following  a request  by BT,  enter into good faith
      negotiations  with BT to agree terms for  interconnection  to the Parties'
      respective  Systems  for the  provision  of the service or facility by the
      Operator to BT on fair and reasonable terms. Upon terms being agreed, this
      Agreement  shall be  amended  to give  effect to the  agreed  terms or, if
      appropriate,  the Parties shall agree and enter into a new interconnection
      agreement.

8.4   If a Party requests from the other Party an agreement for  interconnection
      for the provision of a service or facility  which is not made available by
      such other Party,  BT is required to enter into under  Condition 45 of the
      BT  Licence  or, if the  Operator  is the other  Party,  the  Operator  is
      required  to enter into under the  equivalent  Condition  of the  Operator
      Licence,  the Parties  shall enter into good faith  negotiations  to enter
      into an agreement for interconnection for the provision of such service or
      facility in accordance  with paragraphs 8.5 - 8.9 (inclusive) or otherwise
      as the Parties may agree.

8.5   The Party  requesting the other Party under paragraph 8.4 (the "Requesting
      Party")  shall  provide at the time of such  request  the other Party (the
      "Requested Party") with a written statement of its requirement  addressing
      the matters contained in the New Services Manual.

8.6   Not later than 5 Working Days after receipt by the Requested  Party of the
      statement of  requirements,  the Requested  Party shall  acknowledge  such
      receipt in writing.

8.7   Not later than 30 calendar days after the acknowledgement  under paragraph
      8.6, the  Requested  Party shall  confirm  whether or not the statement of
      requirements  is  sufficient  for the purpose and, if not,  the  Requested
      Party shall  request and the  Requesting  Party shall provide such further
      clarification  of the statement of requirements as the Requested Party may
      reasonably require.  The Parties shall use their reasonable  endeavours to
      ensure  that the  Requested  Party  shall be in a position  to confirm the
      sufficiency of the statement of requirements (with clarification,  if any)
      within such 30 calendar day period.


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8.8   Subject  to  the  Requested  Party   confirming  the  sufficiency  of  the
      Requesting  Party's  statement of  requirements  under  paragraph 8.7, the
      Requested Party shall not later than:

8.8.1       60 calendar  days after the  acknowledgement  under  paragraph  8.6,
            confirm  in writing to the  Requesting  Party  whether it accepts an
            obligation to enter into an agreement to meet those  requirements in
            accordance  with the  cost  and  other  principles  embodied  in the
            Requested Party's Licence; and

8.8.2       if it does accept an obligation to do so, 75 calendar days after the
            acknowledgement  under  paragraph  8.6,  endeavour to agree with the
            Requesting Party a plan which addresses:

8.8.2.1           the testing of the feasibility of the requirements  and, if so
                  feasible, the implementation of those requirements;

8.8.2.2           the terms and conditions,  including price,  applicable to the
                  requirements; and

8.8.2.3           any other relevant matter.

8.9   If the Requested Party does not accept under paragraph 8.8.1 an obligation
      to meet the Requesting  Party's  requirements  or the Requested Party does
      accept under paragraph 8.8.1 an obligation to meet the Requesting  Party's
      requirements  but the  Parties  fail to  agree on any  aspect  of the plan
      within the timescale  referred to in paragraph 8.8.2,  then the Requesting
      Party without  prejudice to its other rights and remedies may  immediately
      request a determination  from the Director General under the provisions of
      the Requested Party's Licence.

8.10  If the Requested Party does not accept under paragraph 8.8.1 an obligation
      to meet the Requesting Party's  requirements,  negotiations to agree terms
      for  interconnection  for the  provision  of the service or  facility  may
      nevertheless  continue,  whether by further clarification of the statement
      of  requirements  or otherwise  and without  prejudice  to the  Requesting
      Party's  right to request a  determination  from the  Director  General as
      referred to in paragraph 8.9

8.11  The  provisions of this  paragraph 8 are intended to establish a framework
      for  the  interconnection  of the  Parties'  respective  Systems  for  the
      provision  of any  service or facility  not already  agreed to be provided
      under this  Agreement,  but are not  intended  to  prejudice  the  rights,
      liabilities  and  obligations  of the  Parties  created by and under their
      Licences.

9.    FORECASTS AND CAPACITY

9.1   The Parties shall supply to each other  forecasts in accordance with Annex
      A and as may be required in a Schedule.

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9.2   The Parties shall order and provide  Capacity in  accordance  with Annex A
      and as may be required in a Schedule.

10.   PROVISION OF INFORMATION

10.1  Each  Party  shall  provide  free of charge,  one copy of the  information
      specific in paragraph  10.3 of the main body and in paragraphs 3, 7 and 16
      of Annex A, and such other information as is reasonably required from time
      to time by the other  Party for  interconnection  of the  Systems  and the
      provision of services or facilities pursuant to this Agreement.

10.2  Each Party  shall  promptly  supply to the other upon  request  details of
      services  and  facilities  which it  provides  to its  Customers  to which
      paragraph 8 may apply.

10.3  Subject to a Party's  obligations of  confidentiality  to a Third Party, a
      Party may  request  and the  other  Party  shall  provide  information  on
      protocols   in  use  by  that  other   party   which  are   required   for
      interconnection,   conveyance  of  Calls  or  the  provision  of  services
      specified in this Agreement  between the BT System and the Operator System
      if such other party has  relevant  information  and the  provision of such
      information is necessary as a consequence of the absence of  international
      standards.

10.4  Notwithstanding  any  provision  of this  Agreement  a Party  shall not be
      obliged to  provide  information  which is  subject  to a  confidentiality
      obligation  to a Third  Party  unless  such Third  Party  consents to such
      disclosure.

10.5  The  Disclosing  Party  will use  reasonable  endeavours  to  ensure  that
      information  disclosed is correct to the best of its knowledge at the time
      of provision of such information.

10.6  If a Disclosing  Party  provides  information  to a Receiving  Party,  the
      Disclosing Party shall have obtained all appropriate Third Party consents.

10.7  Subject  to  paragraph  23,  the  Receiving   Party  shall  indemnify  the
      Disclosing Party and keep it indemnified against all liabilities,  claims,
      demands,  damages,  costs and  expenses  arising as a  consequence  of any
      failure by the Receiving  Party to comply with the conditions  imposed and
      identified at the time when the information was provided.

10.8  Nothing in this  Agreement  shall require a Party to do anything in breach
      of any statutory or regulatory  obligation of  confidentiality,  including
      without  prejudice to the  generality  of the  foregoing,  any  obligation
      pursuant to the Data  Protection  Act 1998, the BT License or the Operator
      License as appropriate or any code of practice on the  confidentiality  of
      customer information issued by the Director General.

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11.   Client

11.1  If a Party's  System  requests CLI from the other  System the  originating
      System shall  generate and convey CLI to the System  requesting  it to the
      extent that the originating System has such a capability.

11.2  A Party  whose  System  receives  CLI  following  a  request  pursuant  to
      paragraph 11.1 shall only use the CLI for the following purposes:

11.2.1      routing Calls; and

11.2.2      compilation of (a) inter Party bills, and (b) Customer bills subject
            to such CLI not being disclosed on the Customer bill;

11.2.3      agreed  administrative  use in  accordance  with  accepted  industry
            practice  from  time to time  which  includes,  at the  date of this
            Agreement, call trace, malicious call identification, compilation of
            statistics  relating  to call  origin and PRS Fraud  prevention  and
            detection; and

11.2.4      display  to  Customers  subject  to  compliance  with  the  "Code of
            Practice" as referred to in the definition of CLI in Annex D as such
            code may be amended or replaced from time to time.

11.3  A Party  conveying  Calls  handed  over  from a Third  Party  System or an
      Authorised  Overseas System shall convey, to the extent received,  the CLI
      associated with those Calls.

11.4  Notwithstanding other provisions of this Agreement a Party must use CLI to
      pass telephone numbers to Emergency Organisations.

11.5  The cost of  generating  and  conveying  CLI is included  in the  relevant
      conveyance rates for Calls.  Neither Party shall apply additional  charges
      for CLI.

11.6  If a Party desires to charge  separately  for the generation or conveyance
      of CLI such Party may  initiate a review of this  paragraph 11 pursuant to
      paragraph 19.1.3 on each 1 April.

11.7  If there is a change in applicable law or regulation  materially affecting
      the operation of the CLI, the Parties shall change the operation of CLI to
      the extent necessary to comply with the applicable law or regulation.

12.   BT SERVICES

12.1  For a BT service or  facility  the  Operator  shall pay to BT the  charges
      specified from time tot time in the Carrier Price List.

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12.2  BT may from time to time vary the charge for a BT service or  facility  by
      publication  in the  Carrier  Price  List and such new  charge  shall take
      effect on the Effective Sate, being a date not less than 28 days after the
      date of such publication.  Notwithstanding the aforesaid,  BT may vary the
      charge  which has  retrospective  effect for a BT service or  facility  by
      publication in the Carrier Price List if the variation is a result of:

12.2.1      a variation of a charge which has retrospective effect payable by or
            to BT in respect of any Schedule 2 Public  Operator or an Authorised
            Overseas System; or

12.2.2      an order,  direction,  determination  or requirement of the Director
            General  or any  other  regulatory  authority  or body of  competent
            jurisdiction.

12.3  The date of  publication  in the Carrier Price List shall be the date that
      BT first makes the  contents of the Carrier  Price List  available  on the
      Internet or commences  distribution  of the printer version of the Carrier
      Price List  containing  the  relevant  entries  to  persons  other than BT
      including,  without limitation to the Operator,  whichever is earlier.  If
      there is a  difference  between the  contents  of the  Carrier  Price List
      available on the  Internet and the contents of the printed  version of the
      Carrier  Price List,  the  contents of the printed  version of the Carrier
      Price List shall prevail.

12.4  As  soon  as  reasonably   practicable  following  an  order,   direction,
      determination  or  consent  (for  the  purposes  of  this  paragraph  12 a
      "determination" which expression includes a redetermination referred to in
      paragraph  12.5) by the  Director  General  of a charge  (or the  means of
      calculating that charge) for a BT services or facility,  BT shall make any
      necessary  alterations  to the Carrier  Price List so that it accords with
      such determination.

12.5  If a  determination  referred to in  paragraph  12.4 is subject to a legal
      challenge,  the Parties shall, without prejudice,  treat the determination
      as valid until the conclusion of the legal  proceedings,  unless the court
      otherwise  directs.  If the court finds the  determination  to be unlawful
      then the Parties agree to revert to the charges payable  immediately prior
      to  such  determination  being  made  and  BT  shall  make  any  necessary
      alterations  to the Carrier Price List. As soon as reasonably  practicable
      following a  re-determination  by the  Director  General (as a result of a
      legal challenge) of a charge (or the means of calculating that charge) for
      a BT service or facility,  BT shall make any necessary  alterations to the
      Carrier Price List so that it accords with such re-determination.

12.6  If any charge (or means of  calculating  that  charge) for a BT service or
      facility has retrospective  effect (for whatever reason) then VT shall, as
      soon as reasonably  practicable  following the  publication in the Carrier
      Price List,  adjust and recalculate the charges in respect of such service

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      or facility  using the new charge and  calculate  the interest for any sum
      overpaid or underpaid at the Oftel Interest Rate.

12.7  BT shall  ensure that a charge for a BT service or facility  specified  in
      the Carrier  Price List  accords  with the full list of Standard  Services
      maintained y BT pursuant to Condition 69.3 of the BT Licence.

12.8  If there is a  difference  between a charge for a BT  service or  facility
      specified  in the  Carrier  Price  List  and a  charge  determined  by the
      Director  General,  the charge is determined by the Director General shall
      prevail.

12.9  As soon as reasonably  practicable  following an alteration to the Carrier
      Price List BT shall send a copy of the  alterations  to the Carrier  Price
      List to the Operator.

12.10 The  provisions  of this  paragraph 12 are not  intended to prejudice  the
      rights,  liabilities  and  obligations of the Parties created by and under
      the Licences.

13.   OPERATOR SERVICES

13.1  For an  Operator  service or  facility  BT shall pay to the  Operator  the
      charges specified from time to time in the Carrier Price List.

13.2  The Operator may from time to time by sending to such a person,  as BT may
      notify to the Operator from time to time, a notice in writing in duplicate
      request a  variation  to a charge  for an  Operator  service  or  facility
      ("Charge  Change  Notice").  Such notice  shall  specify the  proposed new
      charge  and the date on  which it is  proposed  that the  variation  is to
      become  effective  ("Charge Change  Proposal").  BT shall within 4 Working
      Days of receipt of such notice acknowledge receipt and within a reasonable
      time notify the  Operator in writing of  acceptance  or  rejection  of the
      proposed variation.

13.3  BT may from time to time by sending to such  person,  as the  Operator may
      notify to BT from time to time, a notice in writing in duplicate request a
      variation to a charge for an Operator service or facility  ("Charge Change
      Request").  Such notice shall specify the proposed new charge and the date
      on which it is proposed that the variation is to become effective ("Charge
      Change Proposal").  The Operator shall within 4 Working Days of receipt of
      such  notice  acknowledge  receipt  and  within 14 days of receipt of such
      notice  notify BT in writing of  acceptance  or  rejection of the proposed
      variation.  If the Operator has not  accepted the Charge  Change  Proposal
      within 14 days of receipt of such notice (or such longer  period as may be
      agreed in writing)  the  proposed  variation  shall be deemed to have been
      rejected.

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13.4  If the Party  receiving a Charge Change  Notice  accepts the Charge Change
      Proposal the Parties shall forthwith enter into an agreement to modify the
      Agreement in accordance with the Charge Change Proposal.

13.5  If the Party  receiving a Charge Change  Notice  rejects the Charge Change
      Proposal the Parties shall forthwith negotiate in good faith.

13.6  If following  rejection of a Charge Change Proposal and  negotiation,  the
      Parties agree that the Charge Change Notice requires further modification,
      the Party who sent the  Charge  Change  Notice  may send a further  Charge
      Change Notice.

13.7  If following  rejection of a Charge Change  Proposal and  negotiation  the
      Parties  fail to reach  agreement  within 14 days of the  rejection of the
      Charge Change Proposal, either Party may, not later than 1 month after the
      expiration  of such 14 days  period,  refer the  matters in dispute to the
      Director General.

13.8  If the Director  General  upholds the Charge Change Proposal in the Charge
      Change Notice without  modification  the Charge Change Proposal shall take
      effect on the date  specified in the Charge  Change Notice and the Parties
      shall  forthwith  enter  into an  agreement  to modify  the  Agreement  in
      accordance with this paragraph 13.8.

13.9  If the Director  General does not uphold the Charge Change Proposal in the
      Charge Change Notice without  modification  then that Charge Change Notice
      shall cease to be of any effect.  In the event that the  Director  General
      proceeds  to  make  an  order,  direction,  determination  or  requirement
      following a referral  pursuant to  paragraph  13.6 then the Party who sent
      the Charge  Change  Notice shall send a further  Charge  Change  Notice in
      accordance with the order, direction,  determination or requirement of the
      Director  General and the Parties shall  forthwith enter into an agreement
      to modify the Agreement in accordance with this paragraph 13.9.

13.10 As soon as reasonably  practicable following agreement of a charge (or the
      means of calculating that charge) for an Operator service or facility,  BT
      shall make any necessary  alterations to the Carrier Price List so that it
      accords with that agreement.

13.11 As  soon  as  reasonably   practicable  following  an  order,   direction,
      determination,  requirement or consent (for the purposed of this paragraph
      13 a "determination" which expression includes a redetermination  referred
      to in paragraph  13.12) by the Director  General of a charge (or the means
      of calculating that charge) for an Operator service or facility,  BT shall
      make  any  necessary  alterations  to the  Carrier  Price  List so that it
      accords with such determination. For the avoidance of doubt this paragraph
      13.11 does not apply to a referral pursuant to paragraph 13.7.

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13.12 If a  determination  referred to in paragraph  13.11 is subject to a legal
      challenge,  the Parties shall, without prejudice,  treat the determination
      as valid until the conclusion of the legal  proceedings,  unless the court
      otherwise  directs.  If the court finds the  determination  to be unlawful
      then the Parties agree to revert to the charges payable  immediately prior
      to  such  determination  being  made  and  BT  shall  make  any  necessary
      alterations  to the Carrier Price List. As soon as reasonably  practicable
      following  a  redetermination  by the  Director  General (as a result of a
      legal challenge) of a charge (or the means of calculating that charge) for
      an Operator service or facility,  BT shall make any necessary  alterations
      to the Carrier Price List so that it accords with such re-determination.

13.13 If any charge (or the means of  calculating  that  charge) for an Operator
      service or facility has  retrospective  effect (for whatever  reason) then
      the  Operator   shall,  as  soon  as  reasonably   practicable   following
      publication in the Carrier Price List,  adjust and recalculate the charges
      in respect of such service or facility  using the new charge and calculate
      the interest for any sum overpaid or underpaid at the Oftel Interest Rate.

13.14 If there is a  difference  between a charge  for an  Operator  service  or
      facility  specified in the Carrier  Price List and a charge  determined by
      the Director General,  the charge determined by the Director General shall
      prevail.

13.15 As soon as reasonably  practicable  following an alteration to the Carrier
      Price List BT shall send a copy of the  alterations  to the Carrier  Price
      List to the Operator.

13.16 The  provisions of this paragraph 13 are intended to establish a framework
      for  establishing  changes to charges for an Operator service or facility,
      but are not intended to prejudice the rights,  liabilities and obligations
      of the Parties created by and under their Licences.

14.   CHARGES AND PAYMENT

14.1  Each Party shall pay the charges calculated in accordance with, and within
      the time specified in, this Agreement.

14.2  No charges shall be payable under this Agreement by one Party to the other
      unless such charges are specifically referred to in this Agreement.

14.3  The charges in this Agreement are exclusive of VAT unless such charges are
      stated to be inclusive of VAT.

14.4  Invoices are due and payable in pounds sterling.

14.5  Each Party shall pay the other Party the  relevant  charges  specified  in
      this Agreement for all Calls conveyed between the Parties except that if a
      Party has a Third  Party  Interconnect,  and the  other  Party has a Third

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      Party Interconnect  Agreement containing  provisions such that charges for
      Calls conveyed via the Third Party  Interconnect are paid directly to that
      other  Party by that Third  Party,  then the first Party shall be released
      from payment for such Calls subject to such Calls being conveyed in agreed
      separate Traffic Routes.

15.   BILLING

15.1  Each Party shall  provide to the other  invoices of all amounts due to it,
      calculated  in accordance  with the  provisions of Annex B and the Carrier
      Price List.

16.   SYSTEM PROTECTION SAFETY

16.1  Each Party is  responsible  for the safe operation of its System and shall
      take  all   reasonable   and   necessary   steps  in  its   operation  and
      implementation of this Agreement to ensure that its System does not;

16.1.1      endanger the safety or health of employees,  contractors,  agents or
            Customers of the other Party; or

16.1.2      damage,  interfere with or cause any  deterioration in the operation
            of the other Party's System.

17.   APPROVED ATTACHMENTS AND CUSTOMER EQUIPMENT

17.1  Neither  Party shall  connect or knowingly  permit the  connection  to its
      System  of  anything  that  is  not  approved  by the  relevant  approvals
      authority for attachment to its System.

17.2  If a Customer ceases wholly or partly to be a Party's  Customer at any one
      site and becomes a Customer of the other Party,  the first Party shall not
      hinder the second Party from:

17.2.1      gaining access to equipment rooms owned or occupied by the Customer,

17.2.2      gaining access to ducting and wiring owned by the Customer, and/or

17.2.3      obtaining consents and wayleaves from any Third Party

      as shall be required for such access.

18.   NUMBERING

18.1  Each  Party  shall use  numbers  in  accordance  with the  United  Kingdom
      national  numbering scheme and shall comply with the numbering  provisions
      in Annex A.

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19.   REVIEW

19.1  A Party may seek to amend this  Agreement by serving on the other a review
      notice if:

19.1.1      either Party's Licence is materially  modified (whether by amendment
            or replacement); or

19.1.2      a material change occurs in the law or regulations  (including codes
            of  practice  whether  or not  having  the  force of law)  governing
            telecommunications in the United Kingdom; or

19.1.3      this Agreement  makes express  provision for a review or the Parties
            agree in writing that there should be a review; or

19.1.4      a material change  (including  enforcement  action by any regulatory
            authority)  occurs which affects or reasonably  could be expected to
            affect the commercial or technical basis of the Agreement; or

19.1.5      this  Agreement is assigned or transferred by the other Party except
            if prior  written  consent  to the  assignment  or  transfer  is not
            required under paragraph 25.1; or

19.1.6      there is a general review pursuant to paragraph 19.4; or

19.1.7      this Agreement or any part thereof has ceased to be reasonable.

19.2  A review  notice  shall  set out in  reasonable  detail  the  issues to be
      discussed between the Parties.

19.3  Save as provided in paragraph  19.4, a Party shall serve review notice not
      later than the expiration of a 6 months period  commencing on the date set
      opposite each paragraph as follows:


            Paragraph:       Period commencing on the date:
            ---------- ---------------------------------------------------------
              19.1.1    of publication of the modifications to the Licence
              19.1.2    of occurrence of material change
              19.1.3    of entitlement or occurrence of the date of written
                        agreement
              19.1.4    of occurrence of the material change
              19.1.5    of notification of assignment or transfer
              19.1.7    of the Agreement or any part thereof has ceased to be
                        reasonable

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19.4  A Party may  initiate  a general  review of this  Agreement  by  serving a
      review notice during the period of three months commencing on 1 April 2000
      and 1 April every 2 years thereafter and 1 October 2001.

19.5  On service of a review notice,  the Parties shall  forthwith  negotiate in
      good faith the matters to be resolved with a view to agreeing the relevant
      amendments to this Agreement.

19.6  For the avoidance of doubt, the Parties agree that notwithstanding service
      of a review notice this Agreement shall remain in full force and effect.

20.   DETERMINATION

20.1  If the Parties fail to reach  agreement on the subject  matter of a review
      notice  pursuant to paragraph 19 within 3 months (or 6 months for a review
      notice under paragraph 19.4) in each case from the date of service of such
      review  notice,  either  Party  may,  not  later  than 3 months  after the
      expiration of the relevant period, request in writing the Director General
      to determine the matters upon which the Parties have failed to agree.

20.2  On receipt of a request for a determination  the Director General may make
      an order, direction, determination or consent if he is satisfied that:

20.2.1      the  requirements of the relevant  provisions of paragraph 19.1 have
            been satisfied; and

20.2.2      the modifications sought in this Agreement are material.

20.3  An order,  direction,  determination  or consent by the  Director  General
      shall be limited to the subject matter of the request for a determination.

20.4  The  Parties  shall  enter  into an  agreement  to modify or  replace  the
      Agreement  in  accordance  with any  order,  direction,  determination  or
      consent  of  the   Director   General   unless  such   order,   direction,
      determination or consent is subject to legal challenge.

20.5  If the order,  direction,  determination  or consent is subject to a legal
      challenge  then the Parties  shall modify or replace the  Agreement at the
      conclusion  of the  legal  proceedings  in  accordance  with the  Director
      General's order, direction, determination or consent and the result of the
      legal proceedings.

20.6  For the avoidance of doubt, order, direction,  determination or consent of
      a charge may include an order, direction,  determination or consent of the
      basis for calculating that charge.

20.7  The  provisions of these  paragraphs 19 and 20 are intended to establish a
      framework  for the  review and  determination  of the  provisions  of this
      Agreement,  but are not intended to prejudice the rights,  liabilities and
      obligations of the Parties created by and under their Licences.

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21.   CONFIDENTIALITY

21.1  Subject to the  following  provisions  of this  paragraph  21, a Receiving
      Party shall keep in confidence Confidential  Information and will not (and
      will  use  its  reasonably   endeavours  to  ensure  that  its  directors,
      employees,  and professional  advisers will not) disclose such information
      to any Third Party.

21.2  A Receiving  Party shall exercise no lesser degree of care of Confidential
      Information  than  would  a  reasonable   person  with  knowledge  of  the
      confidential  nature of the information.  A Receiving Party shall exercise
      no lesser  security  or degree of care than that Party  applies to its own
      Confidential Information of an equivalent nature.

21.3  A Receiving Party shall restrict  disclosure of  Confidential  Information
      relating to the other Party to those persons who have a reasonable need to
      know,  Confidential  Information shall be used solely for the purposes for
      which it is disclosed.

21.4  A Receiving Party may disclose  Confidential  Information to an Associated
      Company,  subject to the  Associated  Company  undertaking  to comply with
      obligations equivalent to those contained in this paragraph 21.

21.5  A Receiving Party may disclose Confidential Information to a contractor or
      agent,  subject to the  contractor  or agent  undertaking  to comply  with
      obligations equivalent to those contained in this paragraph 21.

21.6  The following shall not constitute a breach of this paragraph 21:

21.6.1      a disclosure  authorised in writing by the  Disclosing  Party to the
            extent of that authority; or

21.6.2      a disclosure to an Emergency Organisation; or

21.6.3      publication  of all or part  of  this  Agreement  or  details  of it
            pursuant to the BT Licence or  publication in the Carrier Price List
            or Quality  Schedule  except in so far as the  Director  General has
            consented to the exclusion of any matter  pursuant to condition 49.3
            of the BT Licence; or

21.6.4      a disclosure which is properly made pursuant to the Operator Licence
            or the BT  Licence  or a  relevant  statutory  or  other  regulatory
            obligation; or

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21.6.5      a disclosure  properly and reasonably  made to the Director  General
            under  paragraph  20,  or to an  arbitrator,  expert  or any  person
            appointed by the Parties for the resolution of a Dispute; or

21.6.6      a  disclosure  to obtain or maintain  any listing on any  recognized
            stock exchange,

      subject to in the case of any disclosure specified in paragraphs 21.6.4 to
      21.6.6  the  Receiving  Party  informing  the  Disclosing  Party as soon s
      reasonably practical, after such disclosure.

21.7  Unless  otherwise  agreed in writing,  a Receiving Party shall not use the
      other Party's Confidential  Information to provide commercial advantage to
      its retail business.

22.   FORCE MAJEURE

22.1  Neither Party shall be liable for any breach of this  Agreement  caused by
      act of God,  insurrection or civil disorder,  war or military  operations,
      national or local  emergency,  acts or  omissions of  government,  highway
      authority or other  competent  authority,  compliance  with any  statutory
      obligation, industrial disputes of any kind (whether or not involving BT's
      or  the  Operator's  employees),   fire,  lightning,   explosion,   flood,
      subsidence,  weather of exceptional severity, acts or omissions of persons
      for whom neither Party is responsible or any other case whether similar or
      dissimilar   outside  its  reasonable   control  and  any  such  event  or
      circumstance is force majeure.

22.2  The Party  initially  affected by force majeure shall promptly  notify the
      other of the estimated  extent and duration of its inability to perform or
      delay n performing its obligations ("force majeure notification").

22.3  Upon  cessation  of the effects of the force  majeure the Party  initially
      affected  by a force  majeure  shall  promptly  notify  the  other of such
      cessation.

22.4  If as a result of a force majeure,  the performance by the Party initially
      affected of its obligations  under this Agreement is affected,  such Party
      shall,  subject to the provision of paragraph  22.6,  perform those of its
      obligations  not affected by a force majeure.  In performing  those of its
      obligations not affected by a force majeure,  the Party initially affected
      by a force  majeure  shall  deploy its  resources  such that  (when  taken
      together with other  obligations to its Customers and Third Parties) there
      is no undue discrimination against the other Party.

22.5  To the extent  that a Party is  prevented  as a result of a force  majeure
      from providing all of the services or facilities to be provided under this
      Agreement, the other Party shall be released to the equivalent extent from
      its  obligations  to make  payment  for such  services  or  facilities  or
      complying with its obligations in relation thereto.

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22.6  Following a force  majeure  notification  and if the effects of such force
      majeure continue for:

22.6.1      a  continuous  period of not more than 6 months from the date of the
            force majeure  notification  (whether or not notice of cessation has
            been given pursuant to paragraph  22.3) any  obligation  outstanding
            shall be  fulfilled  by the Party  initially  affected  by the force
            majeure  as soon as  reasonably  possible  after the  effects of the
            force majeure have ended, save to the extent that such fulfilment is
            not longer possible or is not required by the other Party;

22.6.2      a  continuous  period of 6 months or more from the date of the force
            majeure  notification  (and notice of  cessation  has not been given
            pursuant to paragraph  22.3),  the Party receiving the force majeure
            notification  shall be entitled (but not obliged) to terminate  this
            Agreement  by  giving  not less than 30 days  written  notice to the
            other Party,  provided  that such notice shall be deemed not to have
            been given if notice of cessation is received by the Party receiving
            the force  majeure  notification  prior to the expiry of the 30 days
            notice.  If this Agreement is not terminated in accordance  with the
            provisions of this paragraph  22.6.2,  any  obligations  outstanding
            shall be  fulfilled  by the Party  initially  affected  by the force
            majeure  as soon as  reasonably  possible  after the  effects of the
            force majeure have ended, save to the extent that such fulfilment is
            no longer possible or is not required by the other Party.

23.   LIMITATION OF LIABILITY

23.1  Neither  Party has an obligation of any kind to the other Party beyond the
      obligations  to  exercise  the  reasonable  skill and care of a  competent
      telecommunications  operator  in  performing  its  obligations  under this
      Agreement.

23.2  Subject  to  paragraph  23.4  if a  Party  is in  breach  of  any  of  its
      obligations  under  this  Agreement  to the Party  (excluding  obligations
      arising  under  this  Agreement  to pay moneys in the  ordinary  course of
      business),  or otherwise  (including liability for negligence or breach of
      statutory  duty) such  Party's  liability to the other shall be limited to
      one million  pounds  sterling (Stg POUNDS  1,000,000) for any one event or
      series of connected  events and two million  pounds  sterling  (Stg POUNDS
      2,000,000) for all events  (connected or  unconnected) in any period of 12
      calendar months.

23.3  Neither  Party  excludes or restricts  its liability for death or personal
      injury caused by its own  negligence or liability  arising under Part I of
      the Consumer Protection Act 1987.


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23.4  Neither  Party shall be liable to the other in contract,  tort  (including
      negligence  or breach of statutory  duty) or otherwise  for loss  (whether
      direct or indirect) of profits,  business or anticipated  savings,  wasted
      expenditure  or for any indirect or other  consequential  loss  whatsoever
      arising in  connection  with the  operation of this  Agreement,  howsoever
      caused.

23.5  Each provision of this paragraph 23 is a separate  limitation applying and
      surviving  even if one or more such  provisions  is  inapplicable  or held
      unreasonable in any circumstances.

23.6  The amounts  specified in  paragraph  23.2,  as adjusted  pursuant to this
      paragraph 23.6, shall be adjusted on each 1st April after the date of this
      Agreement by the percentage change in the retail price index (published in
      the  General  Index  of  Retail  Prices  (RPI)  published  by the  Central
      Statistical  Office (or any  successor  index)) for the month of September
      immediately  preceding  each 1st April  compared with the RPI published in
      September in the previous year.

24.   INTELLECTUAL PROPERTY RIGHTS.

24.1  Except as expressly  provided  otherwise in this  Agreement,  Intellectual
      Property  Rights shall remain the property of the Party creating or owning
      the same and  nothing  in this  Agreement  shall be deemed  to confer  any
      assignment or licence of the Intellectual  Property Rights of one Party to
      the other Party.

25.   ASSIGNMENT.

25.1  Unless  otherwise  agreed in writing,  and subject to paragraph  25.2,  no
      rights  benefits or  obligations  under this  Agreement may be assigned or
      transferred,  in whole or in part,  by a Party  without the prior  written
      consent of the other Party.

25.2  No consent is required under  paragraph 25.1, for an assignment of rights,
      benefits or  obligations  under this  Agreement (in whole or in part) to a
      successor to al or substantially all of the assigning Party's System or to
      an Associated  Company provided that such successor or Associated  Company
      shall be a Schedule 2 Public Operator.

25.3  The assigning  Party shall  promptly give notice to the other Party of any
      assignment  permitted to be made  without the other  Party's  consent.  No
      assignment shall be valid unless the assignee/successor  agrees in writing
      to be bound by the provisions of this Agreement.

26.   DISPUTES.

26.1  If a Party (the "disputing  Party") wishes to invoke the dispute procedure
      specified in this  paragraph,  it shall send written notice of the Dispute

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      to the other  Party's  commercial  contact (the  "receiving  Party").  The
      notice shall contain all relevant details  including the nature and extent
      of the Dispute.  The receiving Party shall acknowledge the receipt of such
      notice of the Dispute within two Working Days.

26.2  The name of each Party's  commercial  contact  shall be as specified  from
      time  to time in the  Customer  Service  Plan.  For the  purposes  of this
      paragraph 26 no change to a commercial contact shall be effective until it
      has been notified to the other Party.

26.3  Following  notice under  paragraph 26.1, the Parties shall consult in good
      faith to try to resolve the Dispute. If agreement is not reached within 14
      days, the Dispute may be escalated by either Party under paragraph 26.4.

26.4  If the Dispute is not resolved under paragraph 26.3, either Party may send
      written  notice to the other  Party's  commercial  contact  requiring  the
      Dispute to be escalated  and stating to whom that Party has  escalated the
      Dispute.  The commercial  contact  receiving such notice shall acknowledge
      the receipt of such notice  within four Working Days and state to whom the
      Dispute has been escalated.

26.5  Following  notice under  paragraph  26.4,  the Parties  shall work in good
      faith  to  try to  resolve  such  Dispute,  involving  appropriate  senior
      managers.

26.6  If the  Dispute is not  resolved at any time,  either  Party may refer the
      Dispute to the  Director  General and shall  forthwith  send a copy of the
      referral to the other  Party.  In the event of a reference to the Director
      General,  both Parties shall compile a detailed dispute report which shall
      include origin,  nature,  extent,  issues and any proposals for resolution
      and make their  respective  reports  available to the Director General and
      each other within 28 days of the referral.

26.7  The  above  procedures  are  without  prejudice  to any other  rights  and
      remedies that may be available in respect of any breach of any  provisions
      of this Agreement.

26.8  Nothing herein shall prevent a Party from:

26.8.1      seeking (including obtaining or implementing) interlocutory or other
            immediate relief;

26.8.2      referring the Dispute to the Director General in accordance with any
            right (if any) either Party may have to request a  determination  or
            other appropriate steps for its resolution.

26.9  The  dispute  procedure  specified  in this  paragraph  shall not apply to
      disputes arising out of the service of a Charge Change Notice.

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27.   BREACH, SUSPENSION AND TERMINATION

27.1  If a Party's System  adversely  affects the normal  operation of the other
      Party's System, or is a threat to any person's safety, the other Party may
      suspend, to the extent necessary,  such of its obligations hereunder,  and
      for such period as may be reasonable to ensure the normal operation of its
      System or reduce the threat to safety.

27.2  If a Party is in material  breach of  (including  failure to pay a sum due
      under) this  Agreement,  the other Party may service a written notice (the
      "breach  notice")  on the  Party  in  breach  specifying  the  breach  and
      requiring it to be remedied within:

27.2.1      30 calendar days from the date of receipt of such breach notice; or

27.2.2      in case of emergency, within such shorted period as the Party not in
            breach may reasonably specify.

27.3  If the Party in breach fails to remedy the breach  within such  reasonable
      period  as may by  specified  by the  Party  not  in  breach  pursuant  to
      paragraph 27.2 the Party not in breach may, until such breach is remedied,
      suspend  performance of such of its obligations under this Agreement as is
      reasonable in the circumstances.

27.4  If the Party in breach fails to remedy the breach within the period states
      in the breach notice the Party not in breach may terminate  this Agreement
      on three  months'  written  notice  provided  always  that if the Party in
      breach  remedies the breach within such three months' notice period,  this
      Agreement shall not terminate as a result of such notice.

27.5  This  Agreement  may be  terminated  by  either  Party by  written  notice
      forthwith (or on the  termination  of such other period as such notice may
      specify) if the other Party:

27.5.1      is unable to pay its debt  within the meaning of section 123 (l) (e)
            of the Insolvency Act of 1986; or

27.5.2      has a receiver or administrative  receiver  appointed in relation to
            all or any of its assets; or

27.5.3      has an order made or a  resolution  passed for its winding up (other
            than for the purpose of amalgamation or reconstruction); or

27.5.4      has an administration order made in respect of its business; or

27.5.5      enters  into  a  voluntary   arrangement  under  section  1  of  the
            Insolvency Act 1986; or

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27.5.6      ceases to carry on business.

27.6  Upon  termination  or expiry of this  Agreement each Party shall take such
      steps and provide such  facilities  as are  necessary  for recovery by the
      other Party of equipment (if any) supplied by that other Party. Each Party
      shall use reasonable endeavours to recover equipment made available by it.

27.7  If 30 calendar days after the termination or expiry of this  Agreement,  a
      Party fails to recover  equipment in good condition of (fair wear and tear
      excepted)  because of the acts or omissions of the other Party (or a Third
      Party appearing to have control of a site where such equipment is situate)
      the first Party may demand  reasonable  compensation  from the other Party
      which shall be paid by the other Party within 10 calendar days of the date
      of the demand.

27.8  Without  prejudice to a Party's right upon  termination  or expiry of this
      Agreement,  a  Party  shall  refund  to the  other  a fair  and  equitable
      proportion of those  periodic sums (if any) paid under the Agreement for a
      period extending beyond the date of such termination or expiration  unless
      the Parties agree otherwise.

27.9  Termination or expiry of this Agreement  shall not be deemed a waiver of a
      breach of any term or  condition  of this  Agreement  and shall be without
      prejudice  to a  Party's  rights,  liabilities  or  obligations  that have
      accrued prior to such termination or expiry.

27.10 Notwithstanding  the  termination or expiry of this  Agreement  paragraphs
      10.6,  17.2, 21, 23, 27.6 to 27.11  inclusive shall continue in full force
      and effect.

27.11 Each of the Parties'  rights to terminate or suspend  performance  of this
      Agreement  pursuant to this paragraph 27 is without prejudice to any other
      rights or remedies available to either Party.

28.   NOTICES

28.1  A notice shall duly be served if:

28.1.1      delivered by hand, at the time of actual delivery;

28.1.2      sent by facsimile, upon its receipt being confirmed;

28.1.3      sent by recorded  delivery  post,  4 calendar  days after the day of
            posting.

28.2  Except  if   otherwise   specifically   provided  all  notices  and  other
      communications relating to this Agreement shall be in writing and shall be
      sent as follows:

--------------------------------------------------------------------------------
                                  Page 26 of 29
NCC STANDARD                                              Issue 2.3.265
NMAIN2_3.DOC                                              24/3/00


<PAGE>


            If to the Operator:

            Abraham Keinan
            Managing Director
            Swiftnet Limited
            Britannia House
            958-964 High Road
            London N12 9RY

            Facsimile: 020 8446 7010

            If to BT:

            Manager BT WS&S Contracts (Swiftnet Limited)
            BT Wholesale Services and Solutions
            British Telecommunications plc
            pp 2. Building A
            Carrier Business Park
            Hazelwick Avenue
            Three Bridges
            Crawley
            West Sussex RH10 1FQ

            Facsimile: 01293 538649

            or to such other  addresses  as the  Parties may notify from time to
            time pursuant to this paragraph 28.

29.   ENTIRE AGREEMENT

29.1  This  Agreement  supersedes  all  previous  understandings,   commitments,
      agreements  or  representations  whatsoever,  whether oral or written,  in
      relation to the subject matter of this Agreement.

30.   VARIATIONS

30.1  Except as  expressly  provided in this  Agreement,  no  variation  of this
      Agreement  shall be effective  unless agreed in writing by the Parties and
      signed by a person nominated in writing on behalf of:

30.1.1      BT, by the director, UK Carrier Services (or his successor); and

30.1.2      the Operator,  by a director or the company secretary (or equivalent
            office holder) of the Operator.

--------------------------------------------------------------------------------
                                  Page 27 of 29
NCC STANDARD                                              Issue 2.3.265
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<PAGE>


31.   WAIVER

31.1  The waiver of any breach of, or failure to enforce,  any term or condition
      of this  Agreement  shall not be  construed as a waiver or a waiver of any
      other breach of the same or any other term or condition of this Agreement.
      No waiver  shall be valid  unless it is in writing and signed on behalf of
      the Party making this waiver.

32.   NOT USED

33.   INDEPENDENT CONTRACTORS AND AGENCY

33.1  Each of the  Parties  is and  shall  remain  at all  times an  independent
      contractor fully responsible for its own acts or defaults (including those
      of its employees or agents).  Neither  Party is authorised  and neither of
      the Parties nor their employees,  agents or  representatives  shall at any
      time  attempt  to act or act on  behalf of the Party to the bind the other
      Party in any manner  whatsoever to any obligations.  Neither Party nor its
      employees,  agents or  representatives  shall engage in any acts which may
      lead any  person to  believe  that  such  Party is an  employee,  agent or
      representative  of the other  Party.  Nothing in this  Agreement  shall be
      deemed to constitute a partnership between the Parties.

33.2  If either Party appoints an agent for the purposes of this Agreement,  and
      notifies  the  other  Party,  then the  other  Party  shall  deal with the
      appointed agent for such purposes until the first Party notifies the other
      Party that the appointment has been terminated.

34.   SEVERABILITY

34.1  The invalidity or unenforceability of any provision of the Agreement shall
      not affect the validity or enforceability  of the remaining  provisions of
      this Agreement.

35.   GOVERNING LAW

35.1  The  interpretation,  validity and  performance of this Agreement shall be
      governed in all  respects by the laws of England and Wales and the Parties
      submit to the exclusive jurisdiction of the English Courts.



--------------------------------------------------------------------------------
                                  Page 28 of 29
NCC STANDARD                                              Issue 2.3.265
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<PAGE>

IN WITNESS WHEREOF THIS AGREEMENT was entered into the day and year first before
written.


            SIGNED for and on behalf of
            SWIFTNET LIMITED
            Signed:  /s/ A. Keinan
                     ----------------------------
            Name:  A. Keinan
                   ------------------------------
            Position: MD
                      ---------------------------

            SIGNED for and on behalf of
            BRITISH TELECOMMUNICATIONS plc
            Signed:  /s/
                     ----------------------------
            Name: F. Morgan-Rees
                   ------------------------------
            Position: Head of New Events and Service Providers
                      ---------------------------



--------------------------------------------------------------------------------
                                  Page 29 of 29
NCC STANDARD                                              Issue 2.3.265
NMAIN2_3.DOC                                              24/3/00

<PAGE>

                COUNTRY
                 NAME                         WAVECREST DIRECT(02/03/04)
                                                    COST(010504)

                                           STD            ECN            WND

AFGHANISTAN                               51.91          51.65          51.31
AFGHANISTAN MOBILE                        51.91          51.65          51.31
ALBANIA                                   11.57          10.98          10.8
ALBANIA MOBILE                            11.57          10.98          10.8
ALGERIA                                    9.39           8.81           8.63
ALGERIA ALGIERS                            9.39           8.81           8.63
ALGERIA MOBILE                            16.58          15.99          15.82
ANDORRA                                    6.69           6.69           6.69
ANDORRA MOBILE                            20.18          20.18          20.18
ANGOLA                                    12.01          11.77          11.43
ANGOLA MOBILE                             16.36          16.12          15.78
ANGUILLA                                  15.3           14.38          14.13
ANTIGUA & BARBUDA                         10.22          10.22          10.22
ANTIGUA & BARBUDA AUDIOTEXT                  NA             NA             NA
ANTIGUA & BARBUDA MOBILE                  15.3           14.38          14.13
ARGENTINA                                  2.12           2.12           2.12
ARGENTINA BUENOS AIRES                     2.12           2.12           2.12
ARGENTINA MOBILE                          13.92          13.92          13.92
ARMENIA                                    9.94           9.29           9.07
ARMENIA MOBILE                            16.9           16.24          16.03
ARMENIA YEREVAN                            9.94           9.29           9.07
ARUBA                                     13.34          12.66          12.44
ASCENSION ISL                             31.38          31.38          31.38
AUSTRALIA                                  1.17           1.17           1.17
AUSTRALIA CANBERRA                         5.92           5.92           5.92
AUSTRALIA MELBOURNE                        5.92           5.92           5.92
AUSTRALIA MOBILE                          11.74          11.74          11.74
AUSTRALIA SYDNEY                           5.92           5.92           5.92
AUSTRIA                                    1.27           1.27           1.27
AUSTRIA BADGASTEIN                         8.32           8.32           8.32
AUSTRIA MOBILE                            14.84          14.84          14.84
AUSTRIA MOBILE CONNECT                    14.84          14.84          14.84
AUSTRIA MOBILE MAX MOBIL                  14.84          14.84          14.84
AUSTRIA MOBILE MOBILKOM                    9.27           9.27           9.27
AUSTRIA MOBILE TELE RING                  15.58          15.58          15.58
AUSTRIA SALZBURG                           8.32           8.32           8.32
AUSTRIA VIENA                              8.32           8.32           8.32
AZERBAIJAN                                 8.72           8.72           8.72
AZERBAIJAN MOBILE                         15.92          15.92          15.92
BAHAMAS                                   21.25          21.25          21.25
BAHAMAS MOBILE                            25.18          21.23          20.18
BAHRAIN                                    8.52           8.52           8.52
BAHRAIN MOBILE                            11.68          11.15          10.97
BANGLADESH                                 7.22           7.22           7.22
BANGLADESH CHITTAGONG                      8.92           8.92           8.92
BANGLADESH DHAKA                           7.22           7.22           7.22
BANGLADESH MOBILE                          7.22           7.22           7.22
BANGLADESH SYLHET                          8.92           8.92           8.92
BARBADOS                                  13.3           13.3           13.3
BARBADOS MOBILE                           13.99          13.28          13.08
BELARUS                                   15.26          15.26          15.26
BELARUS MINSK                             15.26          15.26          15.26
BELARUS MOBILE                            20.93          20.93          20.93
BELGIUM                                    1.15           1.15           1.15
BELGIUM ANTWERP                            1.15           1.15           1.15
BELGIUM BRUSSELS                           1.15           1.15           1.15
BELGIUM LIEGE                              1.15           1.15           1.15
BELGIUM MOBILE                            15.12          15.12          15.12

<PAGE>

                COUNTRY
                 NAME                           WAVECREST DIRECT(02/03/04)
                                                        COST(010504)

                                           STD             ECN             WND

BELGIUM MOBILE BELGACOM                   10.4            10.4            10.4
BELGIUM MOBILE KPN ORANGE                 15.12           15.12           15.12
BELGIUM MOBILE MOBISTAR                   13.12           13.12           13.12
BELIZE                                    38.31           38.31           38.31
BELIZE MOBILE                             38.95           38.29           38.07
BENIN                                     19.14           18.36           17.91
BENIN MOBILE                              19.14           18.36           17.91
BERMUDA                                    3.85            3.85            3.85
BHUTAN                                    13.75           13.48           13.17
BOLIVIA                                   14.83           14.83           14.83
BOLIVIA LA PAZ                            14.83           14.83           14.83
BOLIVIA MOBILE                            14.83           14.83           14.83
BOSNIA                                    10.61           10.02            9.85
BOSNIA MOBILE                             16.15           15.56           15.38
BOTSWANA                                   5.48            5.48            5.48
BOTSWANA MOBILE                           13.64           13.64           13.64
BRAZIL                                     3.95            3.95            3.95
BRAZIL BRASILIA                            3.95            3.95            3.95
BRAZIL MOBILE                             10.97           10.97           10.97
BRAZIL RIO DE JANEIRO                      3.95            3.95            3.95
BRAZIL SAO PAULO                           3.95            3.95            3.95
BRUNEI                                     2.82            2.82            2.82
BRUNEI MOBILE                              2.82            2.82            2.82
BULGARIA                                   4.33            4.33            4.33
BULGARIA MOBILE                           13.93           13.93           13.93
BULGARIA SOFIA                             9.24            8.65            8.47
BURKINA FASO                              20.51           20.27           19.94
BURKINA FASO MOBILE                       20.51           20.27           19.94
BURUNDI                                   12.44           12.21           11.87
BURUNDI MOBILE                            12.44           12.21           11.87
CAMBODIA                                  43.65           43.41           43.07
CAMBODIA MOBILE                           43.65           43.41           43.07
CAMBODIA PHNOM PENH                       43.65           43.41           43.07
CAMEROON                                  20.73           19.95           19.5
CAMEROON DUALA                            20.73           19.95           19.5
CAMEROON MOBILE                           18.23           17.45           17
CANADA                                     1.13            1.13            1.13
CANADA MONTREAL                            1.13            1.13            1.13
CANADA TORONTO                             1.13            1.13            1.13
CAPE VERDE                                29.18           28.94           28.6
CAPE VERDE MOBILE                         29.18           28.94           28.6

<PAGE>

                COUNTRY
                 NAME                          WAVECREST DIRECT(02/03/04)
                                                      COST(010504)

                                         STD              ECN              WND

CAYMAN ISL                              12.53            12.53            12.53
CENTRAL AFRICAN REP                     13.11            12.87            12.53
CHAD                                    59.33            56.68            52.57
CHILE                                    1.73             1.73             1.73
CHILE MOBILE                            11.22            11.22            11.22
CHILE SANTIAGO                           1.73             1.73             1.73
CHINA                                    1.22             1.22             1.22
CHINA BEIJING                            1.22             1.22             1.22
CHINA FUZHOU                             1.22             1.22             1.22
CHINA GUANGZHOU                          1.22             1.22             1.22
CHINA MOBILE                             1.22             1.22             1.22
CHINA SHANGHAI                           1.22             1.22             1.22
CHRISTMAS ISL                            5.92             5.92             5.92
COCOS ISL                                5.92             5.92             5.92
COLOMBIA                                 9.53             9.53             9.53
COLOMBIA BOGOTA                          9.53             9.53             9.53
COLOMBIA CALI                            9.53             9.53             9.53
COLOMBIA MOBILE                         11.55            11.55            11.55
COMOROS                                 64.17            54.05            48.39
CONGO                                   35.65            34.05            31.58
CONGO MOBILE                            35.65            34.05            31.58
COOK ISL                                44.18            43.94            43.61
COOK ISL AUDIOTEXT                         NA               NA               NA
COSTA RICA                               4.1              4.1              4.1
COSTA RICA MOBILE                       11.01            11.01            11.01
CROATIA                                  2.97             2.97             2.97
CROATIA MOBILE                          12.82            12.82            12.82
CUBA                                    65.16            64.48            64.26
CUBA MOBILE                             65.16            64.48            64.26
CYPRUS                                   3.17             3.17             3.17
CYPRUS MOBILE                            5.22             5.22             5.22
CZECH REP                                1.63             1.63             1.63
CZECH REP MOBILE                         8.85             8.85             8.85
CZECH REP PRAGUE                         1.63             1.63             1.63
DENMARK                                  1.15             1.15             1.15
DENMARK COPENHAGEN                       1.15             1.15             1.15
DENMARK MOBILE                          11.38            11.38            11.38
DIEGO GARCIA                           125.22           125.22           125.22
DIEGO GARCIA AUDIOTEXT                     NA               NA               NA
DJIBOUTI                                38.71            36.97            34.29
DJIBOUTI MOBILE                         38.71            36.97            34.29
DOMINICA                                13.75            13.75            13.75
DOMINICA MOBILE                         23.14            23.14            23.14
DOMINICAN REP MOBILE                    15.52            15.52            15.52
DOMINICAN REP                           15.52            15.52            15.52
EAST TIMOR                             124.5            124.23           123.92
ECUADOR                                 20.22            20.22            20.22
ECUADOR MOBILE                          20.22            20.22            20.22
ECUADOR QUITO                           20.22            20.22            20.22
EGYPT                                    9.16             9.16             9.16
EGYPT CAIRO                              9.16             9.16             9.16
EGYPT MOBILE                             9.16             9.16             9.16

<PAGE>

                COUNTRY
                 NAME                          WAVECREST DIRECT(02/03/04)
                                                     COST(010504)

                                            STD           ECN           WND

EL SALVADOR                                17.72         17.72         17.72
EL SALVADOR MOBILE                         17.72         17.72         17.72
EMSAT                                     155.53        155.13        155
EQUATORIAL GUINEA                          25.67         25.43         25.09
ERITREA                                    22.49         21.72         21.27
ESTONIA                                     1.72          1.72          1.72
ESTONIA MOBILE                             15.72         15.72         15.72
ETHIOPIA                                   35.8          35.03         34.58
ETHIOPIA ADDIS ABABA                       35.8          35.03         34.58
ETHIOPIA MOBILE                            35.8          35.03         34.58
FALKLAND ISL                               30.22         30.22         30.22
FAROE ISL                                  11.95         11.14         10.6
FIJI                                       33.56         33.32         32.99
FIJI AUDIOTEXT                                NA            NA            NA
FIJI MOBILE                                33.56         33.32         32.99
FINLAND                                     1.79          1.79          1.79
FINLAND HELSINKI                            1.79          1.79          1.79
FINLAND MOBILE                             11.97         11.97         11.97
FRANCE                                      1.03          1.03          1.03
FRANCE BOUYGUES MOBILE                     13.38         13.38         13.38
FRANCE MOBILE                              13.38         13.38         13.38
FRANCE ORANGE MOBILE                       11.1          11.1          11.1
FRANCE PARIS                                1.03          1.03          1.03
FRANCE SFR MOBILE                          10.89         10.89         10.89
FRENCH GUIANA                              10.22         10.22         10.22
FRENCH GUIANA MOBILE                       30.4          30.4          30.4
FRENCH POLYNESIA                           97.52         93.17         86.41
GABON                                      22.65         21.87         21.42
GABON MOBILE                               22.65         21.87         21.42
GAMBIA                                      9.22          9.22          9.22
GAMBIA MOBILE                              10.09         10.09         10.09
GEORGIA                                     7.81          7.15          6.93
GEORGIA MOBILE                             15.27         14.61         14.39
GEORGIA TBILISI                             7.81          7.15          6.93
GERMANY                                     1.07          1.07          1.07
GERMANY BERLIN                              1.07          1.07          1.07
GERMANY DUSSELDORF                          1.07          1.07          1.07
GERMANY FRANKFURT                           1.07          1.07          1.07
GERMANY HAMBURG                             1.07          1.07          1.07
GERMANY MOBILE                             14.08         14.08         14.08
GERMANY MOBILE D1 NETZ MOBILFUNK           14.08         14.08         14.08
GERMANY MOBILE D2 NETZ MOBILFUNK           14.08         14.08         14.08
GERMANY MOBILE E PLUS MOBILFUNK            13.04         13.04         13.04
GERMANY MOBILE E2 NETZ MOBILFUNK           14.08         14.08         14.08
GERMANY MUNICH                              1.07          1.07          1.07
GERMANY STUTTGART                           1.07          1.07          1.07
GHANA                                       5.22          5.22          5.22
GHANA ACCRA                                 5.22          5.22          5.22
GHANA MOBILE                                7.22          7.22          7.22
GIBRALTAR                                   2.54          2.54          2.54
GIBRALTAR MOBILE                           15.22         15.22         15.22
GREECE                                      1.79          1.79          1.79


<PAGE>

                COUNTRY
                 NAME                          WAVECREST DIRECT(02/03/04)
                                                     COST(010504)

                                             STD          ECN            WND

GREECE ATHENS                                8.67          8.67          8.67
GREECE MOBILE                               15.47         15.47         15.47
GREENLAND                                   39.44         39.2          38.86
GREENLAND MOBILE                            39.44         39.2          38.86
GRENADA                                      7.8           7.8           7.8
GUADELOUPE                                  11.62         11.62         11.62
GUADELOUPE MOBILE                           24.87         24.87         24.87
GUAM                                        35.96         35.72         35.38
GUANTANAMO                                     NA            NA            NA
GUATEMALA                                   15.31         15.31         15.31
GUATEMALA MOBILE                            15.31         15.31         15.31
GUINEA                                      41.76         39.89         37
GUINEA BISSAU                               67            66.76         66.42
GUINEA MOBILE                               41.76         39.89         37
GUYANA                                      17.16         17.16         17.16
GUYANA MOBILE                               17.16         17.16         17.16
HAITI                                       59.29         47.55         43.73
HAITI MOBILE                                59.29         47.55         43.73
HAITI PORT-AU-PRINCE                        59.29         47.55         43.73
HAITI SPECIAL SERVICES                      59.29         47.55         43.73
HONDURAS                                    20.54         19.76         19.31
HONDURAS MOBILE                             20.54         19.76         19.31
HONG KONG                                    1.37          1.37          1.37
HONG KONG MOBILE                             1.37          1.37          1.37
HUNGARY                                      2.57          2.57          2.57
HUNGARY BUDAPEST                             2.57          2.57          2.57
HUNGARY MOBILE                              13.01         13.01         13.01
ICELAND                                      2.74          2.74          2.74
ICELAND MOBILE                              12.69         12.69         12.69
INDIA                                        7.5           7.5           7.5
INDIA AHMEDABAD                              7.5           7.5           7.5
INDIA BANGALOR                               7.5           7.5           7.5
INDIA BOMBAY                                 7.5           7.5           7.5
INDIA CALCUTTA                               7.5           7.5           7.5
INDIA HYDRABAD                               7.5           7.5           7.5
INDIA MADRAS                                 7.5           7.5           7.5
INDIA MOBILE                                 9.13          9.13          9.13
INDIA NEW DELHI                              7.72          7.72          7.72
INDONESIA                                    8.86          8.86          8.86
INDONESIA JAKARTA                            8.86          8.86          8.86
INDONESIA MOBILE                            15.72         15.72         15.72
INMARSAT - B-SAT HSD DUPLEX - AOR          561           561           561
INMARSAT - B-SAT HSD DUPLEX - IOR          561           561           561
INMARSAT - B-SAT HSD DUPLEX - POR          636           636           636
INMARSAT - B-SAT HSD DUPLEX - SNAC         564           564           564
INMARSAT - M4 HSD PSTN/ISDN - AOR          561           561           561
INMARSAT - M4 HSD PSTN/ISDN - IOR          561           561           561
INMARSAT - M4 HSD PSTN/ISDN - POR          636           636           636
INMARSAT - M4 HSD PSTN/ISDN - SNAC         564           564           564
INMARSAT - M4 VOICE - AOR                  106           106           106
INMARSAT - M4 VOICE - IOR                   95            95            95
INMARSAT - M4 VOICE - POR                  106           106           106

<PAGE>

                COUNTRY
                 NAME                        WAVECREST DIRECT(02/03/04)
                                                   COST(010504)

                                         STD            ECN            WND

INMARSAT - M4 VOICE - SNAC               145            145            145
INMARSAT - MOBIQ - SNAC                  145            145            145
INMARSAT-ATLANTIC EAST-A                 234            234            234
INMARSAT-ATLANTIC EAST-B                 120            120            120
INMARSAT-ATLANTIC EAST-M                 138            138            138
INMARSAT-ATLANTIC EAST-MINI              106            106            106
INMARSAT-ATLANTIC WEST-A                 234            234            234
INMARSAT-ATLANTIC WEST-B                 120            120            120
INMARSAT-ATLANTIC WEST-M                 138            138            138
INMARSAT-ATLANTIC WEST-MINI              106            106            106
INMARSAT-INDIAN-A                        234            234            234
INMARSAT-INDIAN-B                        128            128            128
INMARSAT-INDIAN-M                         98             98             98
INMARSAT-INDIAN-MINI                      95             95             95
INMARSAT-PACIFIC-A                       234            234            234
INMARSAT-PACIFIC-B                       119            119            119
INMARSAT-PACIFIC-M                        98             98             98
INMARSAT-PACIFIC-MINI                    106            106            106
IRAN                                       6.22           6.22           6.22
IRAN MOBILE                                6.22           6.22           6.22
IRAN TEHRAN                                6.22           6.22           6.22
IRAQ                                      38.29          37.51          37.06
IRELAND                                    0.87           0.87           0.87
IRELAND DUBLIN                             0.87           0.87           0.87
IRELAND MOBILE                            17.47          17.47          17.47
ISRAEL                                     1.18           1.18           1.18
ISRAEL MOBILE                              5.56           5.56           5.56
ISRAEL TEL AVIV                           11.14          11.14          11.14
ITALY                                      1.21           1.21           1.21
ITALY MILANO                               1.21           1.21           1.21
ITALY MOBILE                              13.73          13.73          13.73
ITALY MOBILE OMNITEL                      13.73          13.73          13.73
ITALY MOBILE TELECOM ITALIA               13.73          13.73          13.73
ITALY MOBILE WIND                         13.73          13.73          13.73
ITALY ROME                                 1.21           1.21           1.21
IVORY COAST                               13.87          13.1           12.65
IVORY COAST ABIDJAN                       13.87          13.1           12.65
IVORY COAST MOBILE                        18.26          17.48          17.04
JAMAICA                                    5.18           5.18           5.18
JAMAICA MOBILE                            10.46          10.46          10.46
JAPAN                                      1.22           1.22           1.22
JAPAN MOBILE                               9.72           9.72           9.72
JAPAN OSAKA                                1.22           1.22           1.22
JAPAN TOKYO                                1.22           1.22           1.22
JORDAN                                    10.12          10.12          10.12
JORDAN AMMAN                              10.12          10.12          10.12
JORDAN MOBILE                             14.72          14.72          14.72
KAZAKHSTAN                                 7.72           7.72           7.72
KAZAKHSTAN MOBILE                         17.7           17.7           17.7
KENYA                                     10.22          10.22          10.22
KENYA MOBILE                              14.72          14.72          14.72
KENYA MOMBASA                             22.65          21.87          21.42


<PAGE>

                COUNTRY
                 NAME                          WAVECREST DIRECT(02/03/04)
                                                     COST(010504)
                                          STD             ECN             WND

KENYA NAIROBI                            22.65           21.87           21.42
KIRGHISTAN                               10.93           10.68           10.46
KIRGHISTAN MOBILE                        17.89           17.64           17.42
KIRIBATI                                 62.07           61.83           61.5
KIRIBATI AUDIOTEXT                          NA              NA              NA
KIRIBATI MOBILE                          62.07           61.83           61.5
KOREA (SOUTH) MOBILE                      3.71            3.71            3.71
KOREA NORTH                              66.02           65.78           65.44
KOREA SOUTH                               1.42            1.42            1.42
KOREA SOUTH SEOUL                         1.42            1.42            1.42
KUWAIT                                   20.33           20.33           20.33
KUWAIT MOBILE                            20.33           20.33           20.33
LAOS                                     60.02           60.02           60.02
LAOS MOBILE                              60.02           60.02           60.02
LATVIA                                    6.01            6.01            6.01
LATVIA MOBILE                            14.78           14.78           14.78
LEBANON                                  13.62           13.03           12.71
LEBANON BEIRUT                           13.62           13.03           12.71
LEBANON MOBILE                           18.99           18.4            18.08
LESOTHO                                  16.04           15.26           14.82
LESOTHO MOBILE                           16.04           15.26           14.82
LIBERIA                                  16.35           15.57           15.13
LIBERIA MOBILE                           16.35           15.57           15.13
LIBYA                                    11.06           10.2             9.95
LIBYA MOBILE                             19.89           19.03           18.77
LIECHTENSTEIN                             5.19            4.73            4.44
LIECHTENSTEIN MOBILE                     19.22           18.76           18.48
LITHUANIA                                 7.68            7.43            7.22
LITHUANIA MOBILE                         10.72           10.47           10.25
LUXEMBOURG                                1.47            1.47            1.47
LUXEMBOURG MOBILE                        13.55           13.55           13.55
MACAO                                    12.63           12.63           12.63
MACAU MOBILE                             12.63           12.63           12.63
MACEDONIA                                12.23           11.64           11.47
MACEDONIA MOBILE                         17.45           16.86           16.69
MADAGASCAR                               16.36           16.12           15.78
MADAGASCAR MOBILE                        18.1            17.86           17.52
MALAWI                                   11.81           11.04           10.59
MALAWI MOBILE                            11.81           11.04           10.59
MALAYSIA                                  1.47            1.47            1.47
MALAYSIA KUALA LUMPUR                     1.47            1.47            1.47
MALAYSIA MOBILE                          11.22           11.22           11.22
MALDIVES                                 11.45           11.45           11.45
MALDIVES MOBILE                          11.45           11.45           11.45
MALI                                     29.53           29.29           28.95
MALI MOBILE                              29.53           29.29           28.95
MALTA                                     6.01            6.01            6.01
MALTA MOBILE                             22.72           22.72           22.72
MARSHALL ISL                             70.84           70.6            70.27
MARTINIQUE                               11.62           11.62           11.62
MARTINIQUE MOBILE                        24.87           24.87           24.87
MAURITANIA                               18.34           18.1            17.76


<PAGE>


                COUNTRY
                 NAME                          WAVECREST DIRECT(02/03/04)
                                                     COST(010504)
                                           STD            ECN            WND

MAURITIUS                                 15.97          15.19          14.75
MAURITIUS MOBILE                          15.97          15.19          14.75
MAYOTTE                                   13.94          13.16          12.71
MEXICO                                     9.95           9.95           9.95
MEXICO CITY                                9.95           9.95           9.95
MEXICO MOBILE                              9.95           9.95           9.95
MICRONESIA                                40.44          40.21          39.87
MOLDOVA                                   11.54          10.88          10.67
MOLDOVA AUDIOTEXT                            NA             NA             NA
MOLDOVA MOBILE                            11.54          10.88          10.67
MONACO                                     2.05           2.05           2.05
MONACO MOBILE                             13.95          13.95          13.95
MONGOLIA                                  19.75          19.75          19.75
MONTSERRAT                                15.24          15.24          15.24
MONTSERRAT MOBILE                         15.24          15.24          15.24
MOROCCO                                   13.81          13.81          13.81
MOROCCO CASABLANCA                        13.81          13.81          13.81
MOROCCO MOBILE                            18.54          17.95          17.77
MOROCCO RABAT                             14.38          13.79          13.61
MOZAMBIQUE                                19.09          18.85          18.51
MOZAMBIQUE MAPUTO                         19.09          18.85          18.51
MOZAMBIQUE MOBILE                         19.09          18.85          18.51
MYANMAR                                   62.78          62.54          62.2
MYANMAR MOBILE                            62.78          62.54          62.2
NAMIBIA                                   13.8           13.02          12.57
NAMIBIA MOBILE                            19.02          18.24          17.79
NAURU                                     60.32          60.08          59.74
NAURU AUDIOTEXT                              NA             NA             NA
NEPAL                                     27.72          27.72          27.72
NEPAL KATHMANDU                           27.72          27.72          27.72
NEPAL MOBILE                              27.72          27.72          27.72
NETHERLANDS                                0.92           0.92           0.92
NETHERLANDS AMSTERDAM                      0.92           0.92           0.92
NETHERLANDS ANTILLES                      13.91          13.25          13.04
NETHERLANDS ANTILLES MOBILE               13.91          13.25          13.04
NETHERLANDS MOBILE                        12.72          12.72          12.72
NETHERLANDS MOBILE KPN                    12.72          12.72          12.72
NETHERLANDS MOBILE LIBERTEL               12.72          12.72          12.72
NETHERLANDS ROTTERDAM                      0.92           0.92           0.92
NETHERLANDS THE HAGUE                      0.92           0.92           0.92
NETHERLANDS UTRECHT                        0.92           0.92           0.92
NEW CALEDONIA                             24.18          23.94          23.61
NEW CALEDONIA MOBILE                      24.18          23.94          23.61
NEW ZEALAND                                1.32           1.32           1.32
NEW ZEALAND AUCKLAND                       1.32           1.32           1.32
NEW ZEALAND MOBILE                        15.98          15.98          15.98
NEW ZEALAND WELLINGTON                     5.92           5.92           5.92
NICARAGUA                                 17.77          17.77          17.77
NICARAGUA MOBILE                          24.44          24.44          24.44
NIGER                                     34.18          33.94          33.61
NIGER MOBILE                              34.18          33.94          33.61
NIGERIA                                    6.55           6.55           6.55


<PAGE>

                COUNTRY
                 NAME                           WAVECREST DIRECT(02/03/04)
                                                      COST(010504)
                                            STD            ECN            WND

NIGERIA LAGOS                               6.55           6.55           6.55
NIGERIA MOBILE                             17.75          17.47          17.03
NIUE ISL                                   46.28          46.04          45.71
NIUE ISL AUDIOTEXT                            NA             NA             NA
NORFOLK ISL                                48.04          47.8           47.46
NORFOLK ISL AUDIOTEXT                         NA             NA             NA
NORWAY                                      1.72           1.72           1.72
NORWAY MOBILE                              11.22          11.22          11.22
NORWAY MOBILE NETCOM                       11.22          11.22          11.22
NORWAY MOBILE TELENOR                      11.22          11.22          11.22
NORWAY OSLO                                 6.22           6.22           6.22
OMAN                                       20.33          20.33          20.33
OMAN MOBILE                                20.33          20.33          20.33
PAKISTAN                                   10.3           10.3           10.3
PAKISTAN ISLAMABAD                         10.3           10.3           10.3
PAKISTAN KARACHI                           10.3           10.3           10.3
PAKISTAN LAHORE                            10.3           10.3           10.3
PAKISTAN MOBILE                            10.3           10.3           10.3
PALAU                                      36.3           36.06          35.73
PALESTINE                                     NA             NA             NA
PALESTINE MOBILE                              NA             NA             NA
PANAMA                                     18.19          18.19          18.19
PANAMA MOBILE                              18.19          18.19          18.19
PANAMA PANAMA CITY                         18.19          18.19          18.19
PAPUA NEW GUINEA                           42.33          42.09          41.76
PAPUA NEW GUINEA AUDIOTEXT                    NA             NA             NA
PAPUA NEW GUINEA MOBILE                    42.33          42.09          41.76
PARAGUAY                                    9.97           9.97           9.97
PARAGUAY ASUNCION                          10.73           9.95           9.5
PARAGUAY MOBILE                            13.72          13.72          13.72
PERU                                        3.74           3.74           3.74
PERU LIMA                                   3.74           3.74           3.74
PERU MOBILE                                14.15          14.15          14.15
PHILIPPINES                                 8.47           8.47           8.47
PHILIPPINES MANILA                          8.47           8.47           8.47
PHILIPPINES MOBILE                         10.97          10.97          10.97
PHILIPPINES PAMPANGA                        9.95           9.95           9.95
POLAND                                      1.32           1.32           1.32
POLAND KRAKOW                               1.32           1.32           1.32
POLAND MOBILE                              12.47          12.47          12.47
POLAND WARSAW                               1.32           1.32           1.32
PORTUGAL                                    1.42           1.42           1.42
PORTUGAL AZORES                             1.42           1.42           1.42
PORTUGAL LISBON                             1.42           1.42           1.42
PORTUGAL MADEIRA                            1.42           1.42           1.42
PORTUGAL MOBILE                            13.95          13.95          13.95
PORTUGAL OPORTO                             6.71           6.71           6.71
PUERTO RICO                                 8.55           7.64           7.39
QATAR                                      20.45          20.45          20.45
QATAR MOBILE                               20.48          20.48          20.48
REUNION                                    13.67          13.67          13.67
REUNION MOBILE                             26.92          26.92          26.92


<PAGE>


                COUNTRY
                 NAME                           WAVECREST DIRECT(02/03/04)
                                                      COST(010504)
                                          STD             ECN             WND

ROMANIA                                   6.88            6.63            6.41
ROMANIA BUCHAREST                         8.06            7.81            7.59
ROMANIA MOBILE                           14.84           14.59           14.38
RUSSIA                                    2.72            2.72            2.72
RUSSIA MOBILE                             2.72            2.72            2.72
RUSSIA MOSCOW                             2.72            2.72            2.72
RUSSIA ST. PETERSBURG                     2.72            2.72            2.72
RWANDA                                   31.55           31.31           30.97
RWANDA MOBILE                            31.55           31.31           30.97
SAMOA AMERICAN                           71.31           71.07           70.73
SAMOA WESTERN                            89.5            85.51           79.31
SAN MARINO                               20.04           16.91           14.87
SAO TOME                                 65.92           65.68           65.35
SAO TOME MOBILE                          65.92           65.68           65.35
SAUDI ARABIA                             13.82           13.82           13.82
SAUDI ARABIA DHAHRAN                     13.82           13.82           13.82
SAUDI ARABIA JEDDHA                      13.82           13.82           13.82
SAUDI ARABIA MOBILE                      13.82           13.82           13.82
SAUDI ARABIA RIYADH                      13.82           13.82           13.82
SENEGAL                                  18.15           17.37           16.92
SENEGAL DAKAR                            18.15           17.37           16.92
SENEGAL MOBILE                           18.15           17.37           16.92
SERBIA BELGRADE                           7               7               7
SERBIA MOBILE                            13.37           13.37           13.37
SEYCHELLES                               15.63           14.85           14.4
SEYCHELLES MOBILE                        15.63           14.85           14.4
SIERRA LEONE                             18.72           17.94           17.49
SIERRA LEONE MOBILE                      25.8            25.02           24.57
SINGAPORE                                 9.09            9.09            9.09
SINGAPORE MOBILE                          9.09            9.09            9.09
SLOVAKIA                                  7.95            7.95            7.95
SLOVAKIA BRATISLAVA                       7.95            7.95            7.95
SLOVAKIA MOBILE                          10.72           10.72           10.72
SLOVENIA                                  4.74            4.74            4.74
SLOVENIA MOBILE                          12.47           12.47           12.47
SOLOMON ISL                              74.61           71.27           66.1
SOLOMON ISL MOBILE                       74.61           71.27           66.1
SOMALIA                                  75.77           75              74.55
SOUTH AFRICA                              3.33            3.33            3.33
SOUTH AFRICA CAPETOWN                     3.33            3.33            3.33
SOUTH AFRICA JOHANNESBURG                 3.33            3.33            3.33
SOUTH AFRICA MOBILE                      12.37           12.37           12.37
SPAIN                                     0.98            0.98            0.98
SPAIN BARCELONA                           0.98            0.98            0.98
SPAIN CANARY ISL                          0.98            0.98            0.98
SPAIN MADRID                              0.98            0.98            0.98
SPAIN MOBILE                             11.51           11.51           11.51
SPAIN MOBILE AIRTEL                      11.51           11.51           11.51
SPAIN MOBILE RETEVISION                  11.51           11.51           11.51
SPAIN MOBILE TELEFONICA                  11.51           11.51           11.51
SRI LANKA                                11.11           11.11           11.11
SRI LANKA MOBILE                         11.11           11.11           11.11


<PAGE>


                COUNTRY
                 NAME                            WAVECREST DIRECT(02/03/04)
                                                       COST(010504)
                                             STD           ECN           WND

ST HELENA                                   44.59         44.59         44.59
ST KITTS                                    15.3          14.38         14.13
ST LUCIA                                     7.97          7.97          7.97
ST LUCIA MOBILE                             17.78         17.78         17.78
ST PIERRE & MIQUELON                        14.76         13.84         13.59
ST PIERRE & MIQUELON MOBILE                 14.76         13.84         13.59
ST VINCENT & GRENADINES                      7.97          7.97          7.97
ST VINCENT & GRENADINES MOBILE              17.78         17.78         17.78
SUDAN                                       16.35         15.57         15.13
SUDAN MOBILE                                16.35         15.57         15.13
SURINAME                                    38.08         37.28         36.83
SURINAME MOBILE                             38.08         37.28         36.83
SWAZILAND                                   13.8          13.02         12.57
SWAZILAND MOBILE                            25.04         25.04         25.04
SWEDEN                                       0.92          0.92          0.92
SWEDEN GOTHENBURG                            0.92          0.92          0.92
SWEDEN MOBILE                               11.59         11.59         11.59
SWEDEN MOBILE COMVIQ                        11.59         11.59         11.59
SWEDEN MOBILE TELIA MOBITEL                 11.59         11.59         11.59
SWEDEN MOBILE VODAFONE                      11.59         11.59         11.59
SWEDEN STOCKHOLM                             0.92          0.92          0.92
SWITZERLAND                                  1.32          1.32          1.32
SWITZERLAND BERNE                            1.32          1.32          1.32
SWITZERLAND GENEVA                           1.32          1.32          1.32
SWITZERLAND LAUSANNE                         1.32          1.32          1.32
SWITZERLAND MOBILE                          16.01         16.01         16.01
SWITZERLAND ZURICH                           1.32          1.32          1.32
SYRIA                                       32.16         32.16         32.16
SYRIA MOBILE                                32.16         32.16         32.16
TAIWAN                                       0.83          0.83          0.83
TAIWAN MOBILE                               10.51         10.51         10.51
TAIWAN TAIPEI                                6.93          6.66          6.36
TAJIKISTAN                                   9.19          8.94          8.72
TAJIKISTAN MOBILE                           19.62         19.38         19.16
TANZANIA                                    11.18         11.18         11.18
TANZANIA DAR ES SALAAM                      11.18         11.18         11.18
TANZANIA MOBILE                             11.18         11.18         11.18
THAILAND                                     4.47          4.47          4.47
THAILAND BANGKOK                             4.47          4.47          4.47
THAILAND MOBILE                              6.28          6.28          6.28
TOGO                                        13.8          13.02         12.57
TOGO MOBILE                                 13.8          13.02         12.57
TONGA                                       43.21         42.97         42.64
TONGA AUDIOTEXT                                NA            NA            NA
TONGA MOBILE                                43.21         42.97         42.64
TRINIDAD & TOBAGO MOBILE                    16.21         15.35         15.12
TRINIDAD&TOBAGO                             16.21         15.35         15.12
TUNISIA                                     14.17         14.17         14.17
TUNISIA MOBILE                              14.17         14.17         14.17
TURKEY                                       8.06          8.06          8.06
TURKEY ANKARA                                8.06          8.06          8.06
TURKEY CYPRUS                                8.06          8.06          8.06
TURKEY CYPRUS MOBILE                        11.47         11.47         11.47
TURKEY ISTANBUL                              8.06          8.06          8.06
TURKEY MOBILE                               11.47         11.47         11.47
TURKMENISTAN                                46.86         43.24         39.78
TURKMENISTAN MOBILE                         46.86         43.24         39.78
TURKS & CAICOS                              14.4          14.4          14.4
TURKS & CAICOS MOBILE                       14.4          14.4          14.4
TUVALU                                      62.91         62.67         62.34
TUVALU AUDIOTEXT                               NA            NA            NA
TUVALU MOBILE                               62.91         62.67         62.34
UAE                                         10.58         10.58         10.58
UAE MOBILE                                  10.58         10.58         10.58
UGANDA                                      10.47          9.69          9.25
UGANDA KAMPALA                              10.47          9.69          9.25
UGANDA MOBILE                               10.47          9.69          9.25
UK (01&02)                                  #REF!         #REF!         #REF!
UK (020)                                    #REF!         #REF!         #REF!
UK BAND B                                   #REF!         #REF!         #REF!
UK BAND C                                   #REF!         #REF!         #REF!
UK BAND D                                   #REF!         #REF!         #REF!
UK BAND E                                   #REF!         #REF!         #REF!
UK BAND F                                   #REF!         #REF!         #REF!
UK BAND FF0                                 #REF!         #REF!         #REF!
UK BAND FF1                                 #REF!         #REF!         #REF!
UK BAND FF10                                25.50         25.50         25.50
UK BAND FF11                                #REF!         #REF!         #REF!
UK BAND FF12                                #REF!         #REF!         #REF!
UK BAND FF13                                #REF!         #REF!         #REF!
UK BAND FF14                                #REF!         #REF!         #REF!
UK BAND FF15                                 5.99          5.99          5.99
UK BAND FF16                                11.32         11.78         11.86
UK BAND FF17                                15.38         15.84         15.92
UK BAND FF18                                27.55         28.00         28.09
UK BAND FF19                                31.60         32.06         32.14
UK BAND FF20                                35.66         36.12         36.20
UK BAND FF2                                 #REF!         #REF!         #REF!
UK BAND FF3                                 #REF!         #REF!         #REF!
UK BAND FF6                                 #REF!         #REF!         #REF!
UK BAND FF8                                 18.50         18.50         18.50
UK BAND FF9                                 42.50         42.50         42.50
UK BAND FREE                                 0.00          0.00          0.00
UK BAND G1                                  #REF!         #REF!         #REF!
UK BAND G10                                 #REF!         #REF!         #REF!
UK BAND G11                                 #REF!         #REF!         #REF!
UK BAND G12                                 #REF!         #REF!         #REF!
UK BAND G13                                 #REF!         #REF!         #REF!
UK BAND G14                                 #REF!         #REF!         #REF!
UK BAND G15                                 #REF!         #REF!         #REF!
UK BAND G2                                  #REF!         #REF!         #REF!
UK BAND G3                                  #REF!         #REF!         #REF!
UK BAND G4                                  #REF!         #REF!         #REF!
UK BAND G5                                   1.00          0.60          0.50


<PAGE>


                COUNTRY
                 NAME                        WAVECREST DIRECT(02/03/04)
                                                   COST(010504)
                                            STD         ECN          WND

UK BAND G6                                 #REF!       #REF!        #REF!
UK BAND G7                                 #REF!       #REF!        #REF!
UK BAND G8                                 #REF!       #REF!        #REF!
UK BAND G9                                 #REF!       #REF!        #REF!
UK BAND I1                                 #REF!       #REF!        #REF!
UK BAND I10                                #REF!       #REF!        #REF!
UK BAND I11                                #REF!       #REF!        #REF!
UK BAND I12                                #REF!       #REF!        #REF!
UK BAND I2                                 #REF!       #REF!        #REF!
UK BAND I3                                 #REF!       #REF!        #REF!
UK BAND I4                                 #REF!       #REF!        #REF!
UK BAND I5                                 #REF!       #REF!        #REF!
UK BAND I8                                 #REF!       #REF!        #REF!
UK BAND I9                                 #REF!       #REF!        #REF!
UK BAND J                                  #REF!       #REF!        #REF!
UK BAND K                                  #REF!       #REF!        #REF!
UK BAND L                                  #REF!       #REF!        #REF!
UK BAND M                                  #REF!       #REF!        #REF!
UK BAND MM1                                5.00         5.00        5.00
UK BAND MM2                                3.95         1.49        1.00
UK BAND MM3                                3.95         1.49        1.00
UK BAND N                                  #REF!       #REF!        #REF!
UK BAND NATIONAL                           #REF!       #REF!        #REF!
UK BAND P0                                 #REF!       #REF!        #REF!
UK BAND P1                                 #REF!       #REF!        #REF!
UK BAND P10                                #REF!       #REF!        #REF!
UK BAND P11                                #REF!       #REF!        #REF!
UK BAND P12                                #REF!       #REF!        #REF!
UK BAND P13                                #REF!       #REF!        #REF!
UK BAND P14                                #REF!       #REF!        #REF!
UK BAND P15                                #REF!       #REF!        #REF!
UK BAND P16                                #REF!       #REF!        #REF!
UK BAND P17                                #REF!       #REF!        #REF!
UK BAND P18                                #REF!       #REF!        #REF!
UK BAND P19                                #REF!       #REF!        #REF!
UK BAND P2                                 #REF!       #REF!        #REF!
UK BAND P20                                #REF!       #REF!        #REF!
UK BAND P21                                #REF!       #REF!        #REF!
UK BAND P22                                #REF!       #REF!        #REF!
UK BAND P23                                #REF!       #REF!        #REF!
UK BAND P24                                #REF!       #REF!        #REF!
UK BAND P25                                #REF!       #REF!        #REF!
UK BAND P26                                #REF!       #REF!        #REF!
UK BAND P27                                #REF!       #REF!        #REF!
UK BAND P28                                #REF!       #REF!        #REF!
UK BAND P3                                 #REF!       #REF!        #REF!
UK BAND P4                                 #REF!       #REF!        #REF!
UK BAND P5                                 #REF!       #REF!        #REF!
UK BAND P6                                 #REF!       #REF!        #REF!
UK BAND P7                                 #REF!       #REF!        #REF!
UK BAND P8                                 #REF!       #REF!        #REF!
UK BAND P9                                 #REF!       #REF!        #REF!


<PAGE>


                COUNTRY
                 NAME                         WAVECREST DIRECT(02/03/04)
                                                   COST(010504)
                                        STD             ECN               WND

UK BAND PN1                            #REF!            #REF!            #REF!
UK BAND PN2                            #REF!            #REF!            #REF!
UK BAND PN3                            49.00            39.00            39.00
UK BAND PN4                            26.00            26.00            26.00
UK BAND R                               7.91             3.95             2.95
UK BAND S                              #REF!            #REF!            #REF!
UK MOBILE DOLPHIN                      #REF!            #REF!            #REF!
UK MOBILE O2                           10.95             7.76             3.41
UK MOBILE ORANGE                       12.60             8.93             3.79
UK MOBILE T-MOBILE                     14.15             9.59             2.42
UK MOBILE VODAFONE                     13.51             2.84             1.52
UKRAINE                                 6.97             6.97             6.97
UKRAINE KIEV                            6.97             6.97             6.97
UKRAINE MOBILE                          9.17             9.17             9.17
URUGUAY                                12.4             12.4             12.4
URUGUAY MOBILE                         17.1             17.1             17.1
URUGUAY MONTEVIDEO                     13.16            12.38            11.93
USA                                     1.43             1.43             1.43
USA ALASKA                              1.43             1.43             1.43
USA HAWAII                              1.43             1.43             1.43
USA MOBILE                              1.43             1.43             1.43
UZBEKISTAN                              7.45             7.2              6.99
UZBEKISTAN MOBILE                      16.15            15.9             15.68
VANUATU                                47.66            47.42            47.09
VANUATU MOBILE                         47.66            47.42            47.09
VANUATU AUDIOTEXT                         NA               NA               NA
VENEZUELA                               5.08             5.08             5.08
VENEZUELA CARACAS                       5.08             5.08             5.08
VENEZUELA MOBILE                       19.69            19.69            19.69
VIETNAM                                35               35               35
VIETNAM HO CHI MINH CITY               35               35               35
VIETNAM MOBILE                         35               35               35
VIRGIN ISL UK                          14.4             14.4             14.4
VIRGIN ISL USA                          8.53             7.61             7.37
WAKE ISL                              135.47           129.45           120.05
WALLIS AND FUTUNA                     113.56           108.5            100.63
YEMEN                                   8.9              8.9              8.9
YEMEN MOBILE                            8.9              8.9              8.9
SERBIA                                 10.53            10.53            10.53
ZAIRE                                  17.47            17.23            16.89
ZAIRE KINSHASA                         17.47            17.23            16.89
ZAIRE MOBILE                           17.47            17.23            16.89
ZAMBIA                                  5.22             5.22             5.22
ZAMBIA MOBILE                           9.71             9.71             9.71
ZIMBABWE                                4.07             4.07             4.07
ZIMBABWE HARARE                         4.07             4.07             4.07
ZIMBABWE MOBILE                        14.72            14.72            14.72
ZIMBABWE MOBILE ECONET                 14.72            14.72            14.72
THURAYA SATELLITE                      55.15            55.15            55.15
UK MOBILE THREE                        16.3615          11.1195           2.7773
Nigeria Mobile Lagos                   13.4             13.12            12.68
UK BAND P29                            23.00            11.00            11.00


<PAGE>

                COUNTRY
                 NAME                        WAVECREST DIRECT(02/03/04)
                                                    COST(010504)
                                             STD         ECN          WND

UK BAND P30                                 46.00       29.00        29.00
UK BAND P32                                 15.00       15.00        15.00
UK BAND FF21                               127.70      127.70       127.70
ACCESS STOV                               1000.00     1000.00      1000.00