CONFIDENTIAL  TREATMENT REQUESTED FOR PORTIONS  OF THIS DOCUMENT.   PORTIONS FOR
WHICH CONFIDENTIAL  TREATMENT IS  REQUESTED ARE  DENOTED  BY [*]  [**] [***] 
[****] OR [*****].   MATERIAL  OMITTED HAS  BEEN FILED  SEPARATELY WITH THE  
SECURITIES AND EXCHANGE COMMISSION.


                                                                   EXHIBIT 10.33


                            CARRIER SERVICE AGREEMENT

          This Carrier Service Agreement (the "Agreement"), is entered into this
1st  day of  May and  effective as of  January 1,  1997 (the  "Effective Date"),
between Telenational Communications Limited Partnership ("Company"), a  Nebraska
limited  partnership, with  its principal  place of  business at  7300 Woolworth
Avenue,  Omaha,  Nebraska, 68124,  and  Telenational Communications  Deutschland
Limited Partnership, (the "Customer"), a  Nebraska Limited Partnership, with its
principal place  of business  at Ballindamm  13, 20095 Hamburg,  Germany.   This
Agreement  replaces the  Exclusive Representation  Agreement dated  February 24,
1993  (and  addenda  thereto) between  Telenational  Communications  Deutschland
Limited Partnership and  TESI, a division of Telenational Communications Limited
Partnership.  The parties agree as follows:

          1.   Description  of Services.   Company  shall provide  Customer with
certain switched and/or dedicated  telecommunications Services (the  "Services")
as described in Exhibit A attached hereto.  Company shall maintain at all  times
during  this Agreement  and provide Customer  with a  copy of  the Company's FCC
Certification and  such other documents which  evidence Company's qualifications
to provide  telecommunications Services.   Customer shall  provide Company  with
such  certification,  governmental consent,  authorization  ,  license or  other
approval  required by  the laws  or regulations  governing Customer,  evidencing
Customer's  authority  to  conduct  business  in  the  countries  states  and/or
territories set in Exhibit A, if applicable.

          2.   Term; Termination.

          2.1       Customer agrees to subscribe for  the Services for a  period
of [***]  from the Effective Date  (the "Initial Term").  This  Agreement may be
terminated by either party by written notice  to the other party at least ninety
(90) days prior  to the expiration of the  Initial Term or any  Additional Term.
If no notice of termination  is given prior to the expiration of  the Term, this
Agreement  shall   be  automatically   renewed  for  successive   [***]  periods
("Additional  Term"  or "Additional  Terms",  together  with  the Initial  Term,
"Term").

          2.2       Either party may terminate  this Agreement by written notice
if the  other party is the subject of  a bankruptcy order, or becomes insolvent,
or makes  any arrangement or composition  with or assignment for  the benefit of
its creditors, or if any of the other party's assets are the subject of any form
of  seizure  or  goes into  liquidation  either  voluntary  (otherwise than  for
reorganization  or amalgamation) or compulsory or if a receiver or administrator
is appointed  over  its assets  (or  the equivalent  of any  such  event in  the
jurisdiction of the other party).

          2.3       This Agreement may be  terminated upon notice of termination
if there occurs any of the following events:

          2.3.1     Either  party  makes  any   material  misrepresentation
     relating  to the provision of the Services or charges for the Services
     as  agreed to  herein  and as  represented  in all  exhibits  attached
     hereto.

          2.3.2     Either party  breaches a material  obligation, which is
     not cured within 30 days.

          2.4       Customer  may immediately terminate  this Agreement  or that
part of  the Agreement  relating to  a  Service, a  portion of  a Service  or  a
program;

          2.4.1     If any  Service is  interrupted or materially  impaired
     for  a period of  5 (five) consecutive  days or  ten (10) days  in any
     sixty (60) day period not withstanding cause.

          2.4.2     If any Service provided by Company does not meet  CCITT
     standards.

          2.4.3     The Company's failure, after notice by the Customer, to
     assure the continuity of effective fraud control measures, as provided
     in Section 3.3; or

          2.4.4     Either  party's failure to  maintain the certifications
     required by Section 1.

          2.5       Upon expiry or termination of  this Agreement or any Service
or Program provided under it:

          2.5.1     The rights of  the parties  accrued up to  the date  of
     expiry or termination shall remain unaffected;

          2.5.2     The Company  shall cooperate  fully in the  handover of
     said Services to another carrier or provider including but not limited
     to  the handover  of dedicated  (D  Numbers as  set out  on Exhibit  F
     attached  hereto)  toll free  access  numbers  to the  Customer  where
     numbers are dedicated to Customer.

          2.5.3     Customer shall  pay all undisputed  amounts outstanding
     to Company

          2.5.4     Company  shall  provide  Service  until  such  time  as
     Services can be  handed over to another provider and  shall be paid by
     Customer  at rates of  the then  current year  until such  handover is
     completed,  provided  that  the  Company's  responsibilities  for such
     handover  shall  be  accomplished  within  90  days  after  the  event
     requiring such handover.

          3.   Services and Payment.

          3.1       Customer  will  pay   to  Company   monthly  recurring   and
nonrecurring charges  for the Services as set forth in Exhibit B attached hereto
(the  "Usage Fees").   Usage Fees will  be reviewed  and agreed to  on an annual
basis by both parties, beginning on October 1, 1997, and continuing each October
thereafter.  In  the event that the parties cannot agree on the Usage Fees prior
to  December 1  of  any  year,  the  provisions  of  Section  14  shall  govern.
Notwithstanding the immediate preceding  sentence, based on Company's prevailing
rates  from its providers  warranted by Company,  Company may adjust  per minute
prices  if said  prices are  changed by  Company's provider  with ten  (10) days
written notice to Customer.  At  the request of the Customer at any  time, based
on prevailing market factors and conditions, the Company shall adjust Usage Fees
to insure  that such  Usage  Fees are  competitive with  fees  charged by  third
parties for the same Services or  to insure that Customer remains competitive in
its  markets.   If such obligation  is not  met, Customer reserves  the right to
terminate affected  Services or routes subject  to Section 14.   This section is
subject to Section 14 of this Agreement.

          3.2       Taxes.  Customer acknowledges and understands that the Usage
Fees are computed by Company exclusive of any federal, state, local or VAT taxes
or  other  documented taxes  including use,  excise,  gross receipts,  sales and
privilege taxes, duties,(other than general  income or property taxes),  charged
to  or  against Company  or  Customer for  the  specific  services furnished  to
customer  that  may be  due  by  Customer to  authorities.    Customer shall  be
responsible  for  VAT   and  other  applicable  taxes  based  on  usage  by  its
subscribers.  Company shall be responsible for payment of all taxes not directly
attributable to Customer.

          3.3       Fraudulent Calls.

          3.3.1     Company  shall  insure  that  effective  fraud  control
     mechanisms  are applied throughout the  term of this  Agreement as set
     out in Exhibit C attached hereto.   Such mechanisms shall include, but
     not  be limited to, provision  of Call Exception  reports which detail
     abnormally high usage  on cards  or abnormal calling  patterns.   Such
     reports shall be provided on  a timely basis and shall be  provided to
     Customer either as such events  occur or on a weekly  basis, whichever
     is more frequent.

          3.3.2     Subject  to  Section  3.3.1,  and  except  as  provided
     herein,  Customer shall  defend, indemnify  and hold  Company harmless
     from  all  damages, liabilities,  awards,  penalties, costs,  expenses
     (including  reasonable  attorneys'  fees  and   settlement  payments),
     arising from  claims or actions  which may comprise  a portion  of the
     Services to the extent that the party claiming the call(s) in question
     to be fraudulent is (or had been at the time of the call)  an end-user
     of the Services through  Customer's distribution channels.  Fraudulent
     use,  includes without  limitation,  using outbound  long distance  to
     transmit  a message  with  the  intent  to  avoid  payment,  or  using
     fraudulent means or devices,  false numbers, false electronic devices,
     tampering  with  or  making  connections not  authorized  by  Company.
     Additionally,  should  a card  be  reported  lost  or stolen,  Company
     guarantees that it  will deactivate  said card number  within two  (2)
     hours of  said report  which shall  be date and  time stamped  and any
     subsequent  usage on said card shall be the responsibility of Company.
     Customer  shall  not  be  excused  from  paying  Company  for Services
     provided to Customer relating to fraudulent use or any portion thereof
     on  the basis that fraudulent use comprised a corresponding portion of
     the Services nor  shall Company be excused from liability  on fraud or
     misuse where  a lost or stolen  report has been filed  and Company has
     failed to deactivate card.

          3.4       Payment Obligations.  Company  will invoice Customer monthly
for  Fees, Additional  Charges and  other related charges  referenced hereunder.
Customer will pay in full each invoice  for Services within fifteen (15) days of
the  invoice date,  said invoice to  be delivered electronically  to customer on
invoice date and mailed to customer via overnight mail on said date.  If payment
is not received  in full by Company on or before  such date, Customer also shall
pay a late fee in the amount of the  lesser of one and one-half percent (1-1/2%)
of the unpaid balance per month, provided, however that CDRs have been delivered
as set out in Exhibit E attached hereto.  In the event of nonpayment by Customer
when due of any amount billed by Company hereunder, Company shall be entitled to
commence an action to collect  any amounts due and to exercise  any legal rights
it may possess against Customer under this Agreement or applicable law.

          3.4.1     Customer shall  post a  letter of  credit "LOC" in  the
     amount of  one and one half  (1-1/2) month's estimated Usage  Fees for
     the Services  as agreed upon between the parties.  This amount will be
     reviewed  on a  quarterly  basis  and  adjusted appropriately  or,  at
     Customer's option, the parties will utilize a lockbox agreement as set
     out in exhibit D that is agreeable to both parties.

          3.4.2     Company agrees  to process credit card transactions for
     Customer  under  its Merchant  Account  and  deposit said  funds  into
     Customer's designated account until  such time as Customer establishes
     its own Merchant Account.  Customer agrees to pay Mastercard, Visa and
     American  Express processing  fees for  said transactions  and remains
     liable for chargebacks on processed accounts.

          3.5       Billing Discrepancies.  Any billing discrepancies identified
by Customer shall be presented in writing to Company in reasonable detail within
ninety (90) days of the date of the  invoice in question.  Company shall not  be
obligated to consider  any Customer  notice of billing  discrepancies which  are
received by Company more than ninety (90) days following the date of the invoice
in  question.  Any amounts  which are determined to be  in error based on actual
documented call detail records, will be credited to  the Customer account within
120 days of  the invoice in question with any applicable  interest at 1 1/2% and
any other rebates based on taxes or other charges that are incurred based on the
Services  provided.  Requests for adjustment by  Customer shall not be cause for
delay in payment by Customer of any balance due.

          3.6       Subscriber Billings.   Company shall bill  Customer once per
month for subscriber ("Subscriber")  and end-user ("End-User") (both  defined as
the customer  of Customer),  usage of  the Services and  other sums  due Company
hereunder.    Company billing  shall  represent  "monthly"  usage and  End-Users
assigned  to  that  billing cycle,  except  for  new  Subscribers and  End-Users
assigned during a month whose usage will be for a partial month.  CDRs  shall be
made  available on  a weekly basis  and three  days after  the last day  of each
month,  Company shall  furnish Customer  with CDRs  (Call Detail  Records) in  a
format  and method  as specified  in Exhibit  E attached  hereto supported  by a
summary level only paper invoice (both the CDR and the paper invoice hereinafter
collectively referred to as the "Customer Invoice").

          4.   Call  Detail Records.    Call Detail  Records  ("CDRs") shall  be
retained by Company  for a  period of one  year either on  tape or disc  format.
Archived CDRs shall  be made available  for review by  Customer upon fifteen  15
days notice during normal working hours.   Call Detail Records shall be provided
with the information and in the format as set out in Exhibit E attached hereto.

          5.   Company Name.  Customer  retains all rights to use  Company's and
Customer's  name and trademarks  (Telenational Communications Deutschland, TNCD,
TNC, Telenational) or any  derivation thereof within Germany and  on promotional
materials  and literature issued  in Germany through the  term of the Agreement.
Up until that time, Customer also has the right to transfer the name to Company,
after which time the Company may not use such name or derivation thereof for any
purpose for a period  of one year.  Customer  may use other brand names  for the
Services  its provides  under  this Agreement  while  still utilizing  Company's
Services.  Company agrees  that it will not sell  its Services in Germany  under
Company's   name  or   trademarks  or   any  derivative   thereof  (Telenational
Communications,   Telenational,   TNC,   Telenational  Communications   Limited,
Telenational  Communications Deutschland,)  for  one year  after termination  or
expiration  of  this Agreement;  provided however,  that  both parties  may sell
services and  products in Germany under  brand names other than  those set forth
above.

          6.   Card  Subscribers  and Clients.   All  Subscribers and  end users
including database accounts, that have been or are acquired by Customer shall be
the  sole  property of  Customer.    Company,  its affiliates,  representatives,
affiliates, agents, and successors, will not, during the term of this  Agreement
and  subsequent  to termination,  solicit  business  from such  subscribers  and
clients.    During  the  term  that  Company  provides  services  to  Customer's
customers, Company  may utilize  as references,  the names  of, but  not contact
without  prior written  approval of  Customer, Customer's customers  or clients.
After termination, all Subscriber and End User Records will be the sole property
of the  Customer.    The responsibilities  for  billing as  and  all  respective
subscriber  balances are  the  property and  responsibility  of Customer  as  of
January 1, 1997 and  all such balances will accordingly be applied  to the books
and general ledger of Customer.

          6.1       Subscribers and  End Users that fall under the contract with
Schipol as set out in  Appendix 2 attached hereto and any new customers shall be
subject to the terms and condition of Appendix 2.

          7.   Dedicated  Access Numbers.   Company  shall assign  all toll-free
numbers as set  out in  Exhibit F,  to Customer and  shall insure  that any  new
programs are  placed on the toll-free  numbers owned by Customer.   Customer has
the right to acquire  its own toll-free numbers and direct  those to the Company
if it  so desires in  which case, Customer  shall bear the  total cost  for said
lines.  Any  future assignments  of toll-free numbers  will be exclusive,  where
possible, to Customer for Customer programs at the option of Customer.

          8.   Billing  Software.   Current software  utilized will  be In-Touch
software  as currently provided by  Company and any  software which Customer may
choose subsequently.   Customer will, during the term of this Agreement, pay all
costs for its billing system.

          9.   LIMITED  WARRANTY.   THIS AGREEMENT  IS A CONTRACT  FOR SERVICES,
WHICH  WILL BE  PROVIDED  IN ACCORDANCE  WITH  THE SPECIFICATIONS  DESCRIBED  ON
EXHIBIT  A ATTACHED HERETO.  EXCEPT AS  PROVIDED IN THIS AGREEMENT COMPANY MAKES
NO  WARRANTIES,  EXPRESS, IMPLIED  OR STATUTORY,  WITH  RESPECT TO  THE SERVICES
PROVIDED   HEREUNDER,    INCLUDING,    WITHOUT   LIMITATION,    WARRANTIES    OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.

          10.       Provision of  Service and Interruption of  Service.  Company
shall provide the Services  to Customer in  accordance with CCITT standards  for
international transmission and Operator Services dealing  with Grade of Service,
Quality of  Service, and  Transmission Quality  as well  as any other  standards
commonly accepted  by the  telecommunications industry.   Company shall  provide
alternate termination carrier routing 24 hours a day, 7 days a week, maintenance
and  bypass networks  in  the  event  a primary  carrier's  network  Service  is
interrupted.   IT IS UNDERSTOOD AND AGREED BETWEEN THE PARTIES THAT COMPANY DOES
NOT GUARANTY THE UNINTERRUPTED OPERATION OF ITS SERVICES.  Company  shall not be
held liable in the event of disruption of  Service caused by a foreign operating
entity or PTT, by the deactivation  of a toll free number by the  foreign entity
or  PTT, or  in the  event of a  foreign operating  entity or  PTT declaring the
Service illegal.  Company agrees to pay its carriers as  required to insure that
no Services shall be cut off due to nonpayment by Company.

          11.       LIMITATION  OF  LIABILITY.    EXCEPT AS  SET  FORTH  HEREIN,
CUSTOMER AGREES THAT COMPANY SHALL NOT  BE LIABLE FOR LOST PROFITS, REVENUES, OR
ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR THE
LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING FROM USE  OF OR INABILITY
TO USE THE SERVICES PROVIDED HEREUNDER EITHER  SEPARATELY OR IN COMBINATION WITH
OTHER OF  CUSTOMER'S SERVICES.   FURTHER, COMPANY SHALL  NOT BE  RESPONSIBLE FOR
PERSONAL  INJURY OR PROPERTY  DAMAGE TO CUSTOMER'S  PROPERTY OR THE  PROPERTY OF
THIRD  PARTIES EXCEPT  AS  MAY  BE CAUSED  BY  GROSS NEGLIGENCE  OR  INTENTIONAL
WRONGFUL  ACTS BY COMPANY  OR ITS AGENTS  AND SHALL INDEMNIFY  AND HOLD HARMLESS
COMPANY FROM ANY LOSS OR EXPENSE,  INCLUDING ATTORNEY'S FEES RESULTING FROM SUCH
CLAIMS BY THIRD PARTIES AGAINST COMPANY.

          12.       INDEMNIFICATION.   EACH  PARTY SHALL  DEFEND, INDEMNIFY  AND
HOLD THE OTHER PARTY HARMLESS FROM AND AGAINST ALL CLAIMS, SUITS OR PROCEEDINGS,
AND PAY ANY  SETTLEMENT AMOUNTS OR  DAMAGES AWARDED BY  A COURT, ARISING OUT  OF
CLAIMS BY THIRD  PARTIES REGARDING OR  RELATING TO  THE USE OF  THE SERVICES  OR
OTHERWISE  ARISING  UNDER  THIS   AGREEMENT,  FOR  WHICH  THE  OTHER   PARTY  IS
RESPONSIBLE.

          13.       Confidentiality.

          13.1      Confidential  Information.     During   the  term  of   this
Agreement, each party will provide to the  other party, and each party will come
into possession  of, information relating to the other party's business which is
considered   confidential  (the   "Confidential  Information").     Confidential
Information shall  include, without limitation,  this Agreement  and its  terms,
information  marked confidential, all  of each party's trade  secrets and all of
each party's confidential  or proprietary data,  Customer lists and  information
relating to its business, operations or finances.  The receiving party shall use
the same degree of care as it  uses to protect its own Confidential  Information
of  like nature, but no less  than a reasonable degree of  care, to maintain the
Confidential Information  of the  disclosing party.   The  foregoing obligations
shall not apply to any information that (i) is publicly known at the time of its
disclosure  (except  when publicly  known  by  virtue  of a  violation  of  this
Agreement), (ii) is lawfully received by  the receiving party from a third party
not under an  obligation of  confidentiality to the  disclosing party, (iii)  is
published or otherwise made known to the public by the disclosing party, or (iv)
was  generated independently  by the  receiving party  before disclosure  by the
disclosing party.

          13.2      Restrictions.   During the term of this  Agreement and after
the termination hereof or as otherwise permitted by law, each party shall not in
any  manner  or   form,  directly  or  indirectly,   disclose  any  Confidential
Information of the other party  to any person or entity, or permit any person or
entity to  disclose, use, examine  or reproduce  such Confidential  Information,
except for disclosure, use, examination and reproduction during the term of this
Agreement  as necessary  to perform  this Agreement,  Each party  shall promptly
notify  the  other  party  in  writing  of  any  unauthorized  disclosure,  use,
examination  or reproduction of Confidential Information by any person or entity
of which  such party  has knowledge.   If  a court with  proper jurisdiction  or
another  governmental agency with proper jurisdiction orders a party to disclose
the other party's  Confidential Information, that party  will immediately inform
the other party of the order before responding thereto.

          13.3      Remedies.  Each  party acknowledges that its  breach of this
section will  cause  the other  party  irreparable  damage which  could  not  be
remedied solely by  the imposition of  damages, and therefore,  in the event  of
such breach by  one party the other party shall be  entitled to seek and receive
injunctive  relief, both temporary and permanent provided that such remedy shall
not be exclusive  and shall not  prevent such party  from seeking and  receiving
monetary damages in  addition to  injunctive relief The  remedies referenced  in
this section are  cumulative and in  addition to any other  relief to which  the
parties may be entitled.

          14.       Right of First Refusal.  At such time as Customer implements
a new program, continues an  existing program or contract with a  provider other
than Company, Customer shall submit in writing to Company a Request for Proposal
for any such program or Service.  Company shall have twenty (20) working days to
respond  with rates for said  program, at which time, Customer  shall be free to
choose  either  Company or  any  other  party to  provide  Services  set out  in
Customer's Request for Proposal,  provided, however, if Company can  provide the
Services at a lower rate or equal to that of other providers and provide all the
Services proposed by  other providers at  the same or  higher level of  quality,
said information war-ranted by Customer.   Company shall have the first right of
refusal on said  business.  Company shall  have such first  right of refusal  on
Services as set out in Exhibit A.

          15.       Compliance  with Law.   Company  and Customer  represent and
warrant  that  they  will  comply  with  all  federal,  state  and  local  laws,
regulations and ordinances by which it is governed.

          16.       Notices.   Any  notices  required or  permitted to  be given
hereunder shall be deemed served for all purposes when sent by overnight courier
or by certified  mail, return receipt  requested, to each  party at its  address
below:

          If to Company:

               Bruce G. Burton
               President
               Telenational Communications
               7300 Woolworth Avenue
               Omaha, Nebraska  68124
               (402) 392-1110

          If to Customer:

               Wolfgang Weinschrod 
               President
               Telenational Communications
               Deutschl and Ballindamm 
               13 Hamburg, Germany 20095
               49 40 3258 1171

or  at such  other  address  of which  a  party  gives  the other  party  notice
hereunder.

          17.       Force Majeure.   In no  event shall Company  or Customer  be
liable for delay in the performance or delivery of  Services, or for any damages
suffered  by Company  or Customer  when any  delay or  nonperformance is  due to
causes beyond Company's  control, including, but  not limited to,  acts of  God,
fire, strikes, floods, epidemics,  quarantine restrictions, war, insurrection or
riot, civil or military authority, compliance with priority orders or preference
rating issued by any federal, state or other governmental authority.

          18.       Advertising.   The  parties  agree that  any press  release,
advertisement or publication generated by a party which includes the name of the
other  party  specifically regarding  this Agreement  will  be submitted  to the
nonpublishing party for its written approval prior to publication.

          19.       Entire Agreement; Modifications.   This Agreement,  together
with  all  exhibits  attached  hereto,  constitutes  the  entire  Agreement  and
understanding  between  the parties  hereto  pertaining  to  the subject  matter
hereof.   This Agreement may not  be modified or supplemented  except by written
Agreement executed by the parties hereto.

          20.       Waiver.  The  failure of a  party to enforce a  provision of
this Agreement shall not  be construed as a  general or specific waiver of  that
provision, nor shall it affect the validity of this Agreement or a party's right
to enforce this Agreement.

          21.       Severability.    In  the  event  that  a  court  with proper
jurisdiction or another governmental  agency with proper jurisdiction issues  an
order finding that  an immaterial provision of this Agreement  is unlawful, that
particular provision  will  not be  effective  and  will be  severed  from  this
Agreement but the remaining provisions of this Agreement will continue in effect
and will bind the parties.  In  the event that a court with proper  jurisdiction
or  another governmental agency with proper jurisdiction issues an order finding
that this  Agreement, as  a whole,  is unlawful  or may  not  be enforced,  this
Agreement  will  terminate and  both parties  will be  excused from  all further
performance hereunder.

          22.       Assignment;  Binding   Effect.     This  Agreement   is  not
assignable by either party hereto without the prior written consent of the other
party, which consent  shall not be  unreasonably withheld, except  to an  entity
that is acquiring all or substantially all of a party's business or to an entity
that controls,  is controlled by, or is under common control with, the assigning
party  and which agrees  to comply with  and be bound  by this Agreement.   This
Agreement shall be binding  upon and inure to the benefit  of the parties, their
successors-in-interest and permitted assigns.

          23.       Governing  Law.    This  Agreement  shall  be  governed  by,
construed and enforced in accordance with the laws of the State of Nebraska.

          24.       Arbitration.  All disputes  or claims arising out of,  or in
any way relating to this Agreement shall be submitted to and determined by final
and binding arbitration under the rules of the American Arbitration Association.
Arbitration proceedings may  be initiated by either party  hereto upon notice to
the  other party  hereto upon  notice  to the  other party  and to  the American
Arbitration Association, and shall  be conducted by three arbitrators  under the
rules of  the  American Arbitration  Association  in Omaha,  Nebraska  provided,
however,  that the parties may agree following the giving of such notice to have
the arbitration proceedings conducted with a single arbitrator.  The notice must
specify in general the issues to be resolved in any such arbitration proceeding.
The arbitrators shall be selected by Agreement of the parties to the arbitration
proceeding from a list  of five or more  arbitrators proposed to the  parties by
the American  Arbitration Association, or  may be  persons not on  such list  as
agreed to by the parties.  If the parties to the arbitration proceeding  fail to
agree on one  or more of the persons to serve as arbitrators within fifteen days
after delivery  to each party  hereto of  the list as  proposed by  the American
Arbitration Association, then at  the request of any  party to such  proceeding,
such arbitrators shall be selected at the discretion of the American Arbitration
Association.    Where  the  arbitrators  shall  determine  that  an  arbitration
proceeding was commenced by a party frivolously or without a basis, or primarily
for the  purpose of harassment or  delay, the arbitrators may  assess such party
the cost of such proceedings including  reasonable attorneys' fees of the  other
party.  In all other cases, each party to the arbitration  proceeding shall bear
its own costs  and its pro-rata  share of the fees  and expenses charged  by the
arbitrators  and the  American Arbitration  Association  in connection  with any
arbitration proceeding.

          25.       Captions.   The  captions  appearing in  this Agreement  are
included solely  for convenience  of  reference and  shall not  be construed  or
interpreted to affect the meaning or interpretation of this Agreement.

          26.       Counterparts.    This  Agreement  may  be  executed  in  two
counterparts, each of which shall be deemed an original.

          27.       Definitions.

CDR:                          Call Detail Records as defined in Exhibit E.

CALL TYPE:                    Type of call by  code including: operator services
                              time,  Customer service time, Completed call time,
                              Unbillable call time.

OPERATOR SERVICES TIME:       The amount of time  an operator is on the  line to
                              assist Customer.

SUBSCRIBER/END USER:          A  "customer of  Customer" that  utilizes Services
                              contracted for by Customer with Company.

DEDICATED ACCESS NUMBERS:     Toll-free  numbers for  access  to  the  Company's
                              platform   or  Services   that  are   assigned  to
                              Customer.

BILLING SOFTWARE:             In-Touch  software  used by  Customer  for billing
                              subscribers  or  other  software  as  selected  by
                              Customer.

USAGE FEES:                   Costs  per  second and/or  minute  as  set out  in
                              Exhibit A  and Exhibit  B and additional  costs as
                              set out therein.

OUTBOUND LONG DISTANCE:       Calls that  have accessed the system  with a valid
                              users code  or id  and have  been terminated  at a
                              determined location.

HANDOVER:                     Transfer of Services provided to Customer.


          IN  WITNESS WHEREOF, the parties hereto have executed two (2) original
copies of this Agreement on the date first above written.

                                   TELENATIONAL COMMUNICATIONS LIMITED
                                   PARTNERSHIP, a Nebraska limited partnership


                                   By:
                                        Bruce G. Burton, President



                                   TELENATIONAL COMMUNICATIONS DEUTSCHLAND
                                   LIMITED PARTNERSHIP, a Nebraska limited
                                   partnership

                                   By:  Telenational Communications Deutschland
                                        Corporation


                                   By:
                                        Wolfgang Weinschrod, President




                                    EXHIBIT A

                             Description of Services


Company shall provide the following prepaid and postpaid calling card Services:

  USA Domestic Outbound
  USA Domestic Inbound
  international Outbound
  International Inbound
  USA Inbound
  USA Outbound
  Multilingual Operator  Services English, German, French,  Spanish, regardless
  of card platform or Service provider at the option of Customer
  Multilingual  VRU in  the same  languages as  specified for  operators  at the
  option of Customer
  Voice mail, follow-me, fax services


Customer may determine call processing method utilized for dedicated numbers and
new programs.  Shared numbers will be reevaluated based on usage  at the request
of Customer


                                    EXHIBIT B

                                   Usage Fees


Usage fees will be charged based on all CDRs and documented Customer utilization
of services  and billed based on  seconds of usage.   Required documentation for
billing is set out  in the attached Exhibit E  and Appendix 1 as agreed  by both
parties.

          AUTOMATED CALL PROCESSING

          Monthly Completed Call Volume    Rate Per Completed Call


          [**]                             [*] 
          [**]                             [*] 
          [**]                             [*] 
          [**]                             [*] 
          [**]                             [*] 

          OPERATOR ASSISTANCE CALL PROCESSING:

          Monthly Call Volume (Attempts)   Rate Per Work Second


          [**]                             [*] 
          [**]                             [*] 
          [**]                             [*] 
          [**]                             [*] 
          [**]                             [*] 


                         Usage Fees

[*]


Per minute usage fees are as listed below and billed based on [*].

When usage occurs  in countries  not listed  herein, rates  will be  established
based on the terms and conditions of this Agreement.

INBOUND COSTS USING GREENLINE
WHERE POSSIBLE AND AFTER
PORTING TO BE COMPLETED

COUNTRY             COST

ARGENTINE RE        [*]
ARUBA               [*]
AUSTRALIA           [*]
AUSTRIA             [*]
BAHAMAS             [*]
BANGLADESH          [*]
BELGIUM             [*]
BERMUDA             [*]
BOLIVIA             [*]
BRAZIL              [*]
CANADA              [*]
CHILE               [*]
CHINA               [*]
COLOMBIA            [*]
COSTA RICA          [*]
CROTIA, REP         [*]
CUBA                [*]
CYPRUS              [*]
DENMARK             [*]
DOMINICAN RE        [*]
EGYPT               [*]
EL SALVADOR         [*]
ETHIOPIA, D         [*]
FINLAND             [*]
FRANCE              [*]
GAMBIA              [*]
GERMANY             [*]
GREECE              [*]
GUADELOUPE          [*]
GUAM                [*]
HAITI               [*]
HONG KONG           [*]
HUNGARY             [*]
INDIA               [*]
INDONESIA           [*]
IRELAND             [*]
ISRAEL              [*]
ITALY               [*]
JAPAN               [*]
JORDAN, AMM         [*]
KENYA, LANG         [*]
KOREA REPUBL        [*]
LUXEMBOURG          [*]
MALAWI              [*]
MALAYSIA            [*]
MALTA               [*]
MAURITIUS           [*]
MEXICO              [*]
MOROCCO             [*]
MOZAMBIQUE          [*]
MYANMAR             [*]
NETHERLANDS         [*]
NEW ZEALAND         [*]
NICARAGUA           [*]
NIGERIA             [*]
NORWAY              [*]
OMAN                [*]
PAKISTAN            [*]
PAPUA NEW GU        [*]
PARAGUAY            [*]
PERU                [*]
PHILIPPINES         [*]
POLAND              [*]
PORTUGAL            [*]
RUSSIA              [*]
SAIPAN              [*]
SAUDI ARABIA        [*]
SEYCHELLES          [*]
SINGAPORE           [*]
SLOVENIA, RE        [*]
SOUTH AFRICA        [*]
SPAIN               [*]
SRI LANKA           [*]
SURINAM             [*]
SWEDEN              [*]
SWITZERLAND         [*]
SYRIA               [*]
TAIWAN              [*]
THAILAND            [*]
TRINIDAD/TOB        [*]
TUNISIA             [*]
TURKEY              [*]
U.S.A.              [*]
UNITED ARAB         [*]
UNITED KINGD        [*]
URUGUAY             [*]
VENEZUELA           [*]
VIETNAM             [*]
YUGOSLAVIA          [*]
ZAMBIA              [*]
ZIMBABWE            [*]


OUTBOUND COSTS

COUNTRY             CPM

800 SERVICE         [*]
ALASKA              [*]
ALBANIA             [*]
ALGERIA             [*]
ANDORRA             [*]
ANGOLA              [*]
ARGENTINA           [*]
ARUBA               [*]
AUSTRALIA           [*]
AUSTRIA             [*]
AZERBAJAN           [*]
BAHRAIN             [*]
BANGLADESH          [*]
BELARUS             [*]
BELGIUM             [*]
BELIZE              [*]
BENIN               [*]
BOLIVIA             [*]
BOSNIA HERZE        [*]
BOTSWANA            [*]
BRAZIL              [*]
BRUNEI              [*]
BULGARIA            [*]
BURKINA FASO        [*]
BURUNDI             [*]
CIS                 [*]
CAMBODIA            [*]
CAMEROON            [*]
CANADA              [*]
CAPE VERDE          [*]
CARRIBEAN           [*]
CHAD REPUBLC        [*]
CHILE               [*]
CHINA               [*]
COLOMBIA            [*]
CONGO               [*]
COSTA RICA          [*]
CROATIA             [*]
CUBA                [*]
CYPRUS              [*]
CZECHOSLOVAKIA      [*]
DENMARK             [*]
DJIBOUTI            [*]
ECUADOR             [*]
EGYPT               [*]
EL SALVADOR         [*]
ERITREA             [*]
ESTONIA             [*]
ETHIOPIA            [*]
FALKLAND ISL        [*]
FIJI ISLANDS        [*]
FINLAND             [*]
FRANCE              [*]
FRENCH ANTIL        [*]
FRENCH GUIAN        [*]
FRENCH POLYN        [*]
GABON REPBLC        [*]
GAMBIA              [*]
GERMANY             [*]
GHANA               [*]
GIBRALTAR           [*]
GREECE              [*]
GUADELOUPE          [*]
GUAM                [*]
GUATEMALA           [*]
GUINEA              [*]
GURNEA-BISSA        [*]
GUYANA              [*]
HAITI               [*]
HONDURAS            [*]
HONG KONG           [*]
HUNGARY             [*]
ICELAND             [*]
INDIA               [*]
INDONESIA           [*]
IRAN                [*]
IRELAND             [*]
ISRAEL              [*]
ITALY               [*]
IVORY COAST         [*]
JAPAN               [*]
JORDAN              [*]
KENYA               [*]
KOREA               [*]
KUWAIT              [*]
LAOS                [*]
LATVIA              [*]
LEBANON             [*]
LIBERIA             [*]
LIBYA               [*]
LITHUANIA           [*]
LUXEMBOURG          [*]
MACAO               [*]
MACEDONIA           [*]
MADAGASCAR          [*]
MALAWI              [*]
MALAYSIA            [*]
MALDIVES            [*]
MALI                [*]
MALTA               [*]
MARISAT             [*]
MAURITANIA          [*]
MAURITIUS           [*]
MEXICO              [*]
MONACO              [*]
MONGOLIAN RE        [*]
MOROCCO             [*]
MOZAMBIQUE          [*]
MYANMAR             [*]
NAMIBIA             [*]
NEPAL               [*]
NETHERLANDS         [*]
NETHR ANTIL         [*]
NEW CALEDONI        [*]
NEW ZEALAND         [*]
NICARAGUA           [*]
NIGER               [*]
NIGERIA             [*]
NIUE                [*]
NORWAY              [*]
OMAN                [*]
PAKISTAN            [*]
PANAMA              [*]
PAPUA N GUIN        [*]
PARAGUAY            [*]
PERU                [*]
PHILIPPINES         [*]
POLAND              [*]
PORTUGAL            [*]
QATAR               [*]
REUNION ISL         [*]
ROMANIA             [*]
RWANDA              [*]
SAIPAN              [*]
SAO. TOME           [*]
SAUDI ARABIA        [*]
SENEGAL             [*]
SEYCHELLES          [*]
SIERRA LEONE        [*]
SINGAPORE           [*]
SLOVENIA            [*]
SOLOMON ISL         [*]
SOMALI              [*]
SOUTH AFRICA        [*]
SPAIN               [*]
SRI LANKA           [*]
SUDAN               [*]
SURINAME            [*]
SWEDEN              [*]
SWITZERLAND         [*]
SYRIA               [*]
TAIWAN              [*]
TANZANIA            [*]
THAILAND            [*]
TOGO                [*]
TUNISIA             [*]
TURKEY              [*]
UGANDA              [*]
UKRAINE             [*]
UN ARAB EMIR        [*]
UN KINGDOM          [*]
URUGUAY             [*]
USA OUTBOUND        [*]
VANUATU REP         [*]
VENEZUELA           [*]
VIETNAM             [*]
YEMEN REP           [*]
YUGOSLAV FED        [*]
ZAIRE               [*]
ZAMBIA              [*]
ZIMBABWE            [*]

                                    EXHIBIT C


                    FRAUD PREVENTION AND DETECTION PROCEDURES



[*****]