Agreement

Whereas Dan Kirschner (Hereinafter "DK") is the current managing director of
Auracall Ltd. And wishes to extend his holding in the company.

And

Whereas Swiftnet Ltd. (Hereinafter "SN") the holder of 47.5 percent of Auracall
shares and its sole provider

The parties agree that:

      1.    SN will not object that Nissim Levy (or his affiliates, hereinafter
            "NL") will sell all of his share in Auracall to DK once the current
            agreement between SN and NL, concerning the payout of profits to
            cover debt / investments and the conditions below will be fulfilled.

      2.    DK and SN will accept, should the transaction between DK and NL will
            be executed, the following conditions that were affirmed in the
            original contract signed between NL and SN which are:

            a)    Any increase of the budget of Auracall will require both
                  parties' approval (DK and SN).

            b)    SN will provide costs plus prices(1) as well as management
                  advice and technical support (customer support as long as
                  Auracall turnover is less than 100,000 Pounds per calendar
                  month). SN will sell the service to Auracall and will be
                  responsible for the technical side. SN undertakes to exhibit
                  to Auracall all licenses, price lists, or other permissions /
                  documents necessary for the operation of it business.

            c)    Any decision about payments of loans, dividends, salaries,
                  grants or similar expenses will have to be decided by the
                  board of directors with veto rights to both sides. It is
                  further agreed that once the current agreement between SN and
                  NL, concerning the payout of profits to cover debt /
                  investments will be fulfilled, SN and DK, will be entitled to
                  the fee / profit share in line with their share holding ratio.
                  This does not include payment to SN for service, office rent
                  charges to SN / DK, salary and fees as in item 3 below, or
                  other similar expenses. Before any profit distribution, all
                  loans that are related to the parties will have to be paid
                  back.

            d)    Auracall will receive ten percent of the paid turnover of
                  customers that it will introduce to SN, except for Mobile
                  phones, where the percentage will be seven. SN has the right
                  to refuse a customer or to renegotiate percentage fee for
                  large customers with low margins.

----------
(1)   Calculated by carrier cost + 15 percent to cover costs like E1's rent,
      necessary infrastructure and 24H technical support lines.

[INITIALS ILLEGIBLE]                                        [INITIALS ILLEGIBLE]

<PAGE>

            e)    Auracall will have the right to sell other services and
                  products that SN offers or will offer in the future for the
                  best wholesale price available.

            f)    The company board of directors will be comprised of 4 members;
                  2 nominated by SN and 2 by DK. All decision (Expenses,
                  recruitments, strategy, investments, dilutions, dividends,
                  marketing initiatives, accounting finance etc.) will be made
                  by the board of directors and will not be valid without signed
                  minutes with signature from at least one representative from
                  each side (DK and SN). In order to conduct a meeting, a quorum
                  of three directors, as long as there is one from each side,
                  will be sufficient. Signed proxies are also allowed. Both
                  sides will have full veto rights on any decision in the board
                  or outside the board. Veto rights will be effective
                  immediately and must be exercised in writing.

            g)    Auracall will operate according to an agreed Business Plan (by
                  a board resolution) and decide on each investment and expense
                  based on the viability of the opportunity.

            h)    Both parties will make available their contacts, connections
                  and influence for the success of Auracall.

      3.    Once the current agreement between SN and NL mention on item 1 above
            will be fulfilled, DK salary will be reinstated to 50,000 Pounds P/A
            and SN will receive 24,000 Pounds P/A as management / consultancy
            fees. Further salary / fees increase will be agreed together
            mutually (DK and SN).

      4.    DK as the manager of the company, after the acceptance of the shares
            from NL will receive the following bonus: If Auracall reaches
            150,000 Pounds a month turnover (calculated on three consecutive
            months, calculated based on the Swiftnet invoice to British Telecom)
            within 2 years from the date that the arrangement between SN and NL
            will be finalized, then Auracall will issue to DK further shares
            from treasury to the level that DK will hold 67.5% of the company
            and SN will hold 32.5% of the company provided that DK is the
            managing director of Auracall and hold 40 percent or more of the
            shares in it.

      5.    This agreement will take effect after the arrangement between DK and
            NL will be finalized.

      6.    This agreement will be governed according to the laws of England and
            Wales.

/s/ Dan Kirschner                       /s/ Swiftnet Ltd.
-----------------------------------     ----------------------------------------
Dan Kirschner                           Swiftnet Ltd.

Date: 21-8-2003                         Date: 21-8-03
     ------------------------------          -----------------------------------