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                            GENERAL CONTINUING GUARANTY


          THIS GENERAL CONTINUING GUARANTY ("Guaranty"), dated as of June 9,
1999, is executed and delivered by each of the undersigned Subsidiaries of STAR
TELECOMMUNICATIONS, INC., a Delaware corporation (each a "Guarantor" and
collectively "Guarantors"), in favor of Foothill Capital Corporation, a
California corporation, as agent for the Lender Group (in such capacity,
together with its successors, if any, in such capacity, "Agent"), in light of
the following:

          WHEREAS, Debtor, and the Lender Group are, contemporaneously herewith,
entering into the Loan Agreement; and

          WHEREAS, in order to induce the Lender Group to extend financial
accommodations to Debtor pursuant to the Loan Agreement, and in consideration
thereof, and in consideration of any loans or other financial accommodations
heretofore or hereafter extended by the Lender Group to Debtor, whether pursuant
to the Loan Agreement or otherwise, each of the Guarantors have agreed to
guaranty the Guarantied Obligations.

          NOW, THEREFORE, in consideration of the foregoing, each Guarantor
hereby agrees, in favor of Agent for the benefit of the Lender Group, as
follows:

     1.   Definitions and Construction.

          (a) DEFINITIONS.  Capitalized terms used herein and not otherwise
defined herein shall have the meanings ascribed to them in the Loan
Agreement.  The following terms, as used in this Guaranty, shall have the
following meanings:

               "AGENT" shall have the meaning set forth in the preamble to this
     Guaranty.

               "DEBTOR" shall mean, individually and collectively, jointly and
     severally, Star Telecommunications, Inc., a Delaware corporation, CEO
     Communications, Inc., a Delaware corporation, PT-1 Communications, Inc., a
     New York corporation,  and PT-1 Long Distance, a Delaware corporation, and
     any other Obligor that now or in the future executes and delivers a joinder
     to the Loan Agreement as a "Borrower".

               "GUARANTIED OBLIGATIONS" shall mean:  (a) the due and punctual
payment of the principal of, and interest (including, any and all
interest which, but for the application of the provisions of the
Bankruptcy Code, would have accrued on such amounts) on, any and all
premium on, and any and all fees, costs, and expenses incurred in
connection with or on, the Indebtedness owed by Debtor to the Lender
Group pursuant to the terms of the Loan Documents; and (b) the due and
punctual payment of all other present or future Indebtedness owing by
Debtor to the Lender Group.

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               "GUARANTOR" shall have the meaning set forth in the preamble to
     this Guaranty.

               "GUARANTY" shall have the meaning set forth in the preamble to
     this Guaranty.

               "INDEBTEDNESS" shall mean any and all Obligations,
indebtedness, or liabilities of any kind or character owed by Debtor to
the Lender Group and arising directly or indirectly out of or in
connection with the Loan Agreement or the other Loan Documents,
including all such obligations, indebtedness, or liabilities, whether
for principal, interest (including any and all interest which, but for
the application of the provisions of the Bankruptcy Code, would have
accrued on such amounts), premium, reimbursement obligations, fees,
costs, expenses (including attorneys fees), or indemnity obligations,
whether heretofore, now, or hereafter made, incurred, or created,
whether voluntarily or involuntarily made, incurred, or created, whether
secured or unsecured (and if secured, regardless of the nature or extent
of the security), whether absolute or contingent, liquidated or
unliquidated, or determined or indeterminate, whether Debtor is liable
individually or jointly with others, and whether recovery is or
hereafter becomes barred by any statute of limitations or otherwise
becomes unenforceable for any reason whatsoever, including any act or
failure to act by Agent or the Lender Group.

               "LOAN AGREEMENT" shall mean that certain Loan and Security
Agreement, of even date herewith, entered into among Debtor, Guarantor,
the financial institutions that are identified therein as the "Lenders",
and Foothill Capital Corporation, a California corporation, as agent for
the Lenders (individually and collectively, the "Lender Group").

          (b)  CONSTRUCTION.  Unless the context of this Guaranty clearly
requires otherwise, references to the plural include the singular, references
to the singular include the plural, the part includes the whole, the terms
"include" and "including" are not limiting, and the term "or" has the
inclusive meaning represented by the phrase "and/or."  The words "hereof,"
"herein," "hereby," "hereunder," and other similar terms refer to this
Guaranty as a whole and not to any particular provision of this Guaranty.
Any reference in this Guaranty to any of the following documents includes any
and all alterations, amendments, restatements, extensions, modifications,
renewals, or supplements thereto or thereof, as applicable: the Loan
Agreement; this Guaranty; and the other Loan Documents.  Neither this
Guaranty nor any uncertainty or ambiguity herein shall be construed or
resolved against Agent, the Lender Group or Guarantor, whether under any rule
of construction or otherwise.  On the contrary, this Guaranty has been
reviewed by Guarantor, Agent, and the Lender Group and their respective
counsel, and shall be construed and interpreted according to the ordinary
meaning of the words used so as to fairly accomplish the purposes and
intentions of Agent, the Lender Group and Guarantor.

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     2.   GUARANTIED OBLIGATIONS.  Each Guarantor, jointly and severally,
hereby irrevocably and unconditionally guaranties to Agent for the benefit of
the Lender Group, as and for its own debt, until final and indefeasible
payment thereof has been made, (a) the payment of the Guarantied Obligations,
in each case when and as the same shall become due and payable, whether at
maturity, pursuant to a mandatory prepayment requirement, by acceleration, or
otherwise; it being the intent of Guarantor that the guaranty set forth
herein shall be a guaranty of payment and not a guaranty of collection; and
(b) the punctual and faithful performance, keeping, observance, and
fulfillment by Debtor of all of the agreements, conditions, covenants, and
obligations of Debtor contained in the Loan Agreement, and under each of the
other Loan Documents.

     3.   CONTINUING GUARANTY.  This Guaranty includes Guarantied Obligations
arising under successive transactions continuing, compromising, extending,
increasing, modifying, releasing, or renewing the Guarantied Obligations,
changing the interest rate, payment terms, or other terms and conditions
thereof, or creating new or additional Guarantied Obligations after prior
Guarantied Obligations have been satisfied in whole or in part.  To the
maximum extent permitted by law, each Guarantor hereby waives any right to
revoke this Guaranty as to future Indebtedness.  If such a revocation is
effective notwithstanding the foregoing waiver, each Guarantor acknowledges
and agrees that (a) no such revocation shall be effective until written
notice thereof has been received by Agent, (b) no such revocation shall apply
to any Guarantied Obligations in existence on such date (including any
subsequent continuation, extension, or renewal thereof, or change in the
interest rate, payment terms, or other terms and conditions thereof), (c) no
such revocation shall apply to any Guarantied Obligations made or created
after such date to the extent made or created pursuant to a legally binding
commitment of Agent in existence on the date of such revocation, (d) no
payment by such Guarantor, Debtor, or from any other source, prior to the
date of such revocation shall reduce the maximum obligation of such Guarantor
hereunder, and (e) any payment by Debtor or from any source other than such
Guarantor subsequent to the date of such revocation shall first be applied to
that portion of the Guarantied Obligations as to which the revocation is
effective and which are not, therefore, guarantied hereunder, and to the
extent so applied shall not reduce the maximum obligation of such Guarantor
hereunder.

     4.   PERFORMANCE UNDER THIS GUARANTY.  In the event that Debtor fails to
make any payment of any Guarantied Obligations, on or before the due date
thereof, or if Debtor shall fail to perform, keep, observe, or fulfill any
other obligation referred to in CLAUSE (b) OF SECTION 2 hereof in the manner
provided in the Loan Agreement or the other Loan Documents, as applicable,
Guarantors immediately shall cause such payment to be made or each of such
obligations to be performed, kept, observed, or fulfilled.

     5.   PRIMARY OBLIGATIONS.  This Guaranty is a primary and original
obligation of each Guarantor, is not merely the creation of a surety
relationship, and is an absolute, unconditional, and continuing guaranty of
payment and performance which shall remain in full force and effect without
respect to future changes in conditions.  Each Guarantor hereby agrees that
it is directly, jointly and severally with any other guarantor of the
Guarantied Obligations, liable to Agent for the benefit of the Lender Group,
that the obligations of such

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Guarantor hereunder are independent of the obligations of Debtor or any other
guarantor, and that a separate action may be brought against such Guarantor,
whether such action is brought against Debtor or any other guarantor or
whether Debtor or any other guarantor is joined in such action.  Each
Guarantor hereby agrees that its liability hereunder shall be immediate and
shall not be contingent upon the exercise or enforcement by Lender Group of
whatever remedies it may have against Debtor or any other guarantor, or the
enforcement of any lien or realization upon any security Lender Group may at
any time possess.  Each Guarantor hereby agrees that any release which may be
given by Agent on behalf of the Lender Group to Debtor or any other guarantor
shall not release such Guarantor.  Each Guarantor consents and agrees that
Lender Group shall be under no obligation to marshal any property or assets
of Debtor or any other guarantor in favor of such Guarantor, or against or in
payment of any or all of the Guarantied Obligations.

     6.   WAIVERS.

          (a) To the fullest extent permitted by applicable law, each
Guarantor hereby waives:  (i) notice of acceptance hereof; (ii) notice of any
loans or other financial accommodations made or extended under the Loan
Agreement, or the creation or existence of any Guarantied Obligations; (iii)
notice of the amount of the Guarantied Obligations, subject, however, to such
Guarantor's right to make inquiry of Agent to ascertain the amount of the
Guarantied Obligations at any reasonable time; (iv) notice of any adverse
change in the financial condition of Debtor or of any other fact that might
increase such Guarantor's risk hereunder; (v) notice of presentment for
payment, demand, protest, and notice thereof as to any instrument among the
Loan Documents; (vi) notice of any unmatured Event of Default or Event of
Default under the Loan Agreement; and (vii) all other notices (except if such
notice is specifically required to be given to such Guarantor under this
Guaranty or any other Loan Documents to which such Guarantor is a party) and
demands to which such Guarantor might otherwise be entitled.

          (b) To the fullest extent permitted by applicable law, each
Guarantor hereby waives the right by statute or otherwise to require the
Lender Group to institute suit against Debtor or to exhaust any rights and
remedies which the Lender Group has or may have against Debtor.  In this
regard, each Guarantor agrees that it is bound to the payment of each and all
Guarantied Obligations, whether now existing or hereafter arising, as fully
as if such Guarantied Obligations were directly owing to the Lender Group by
Guarantor. Each Guarantor further waives any defense arising by reason of any
disability or other defense (other than the defense that the Guarantied
Obligations shall have been fully and finally performed and indefeasibly
paid) of Debtor or by reason of the cessation from any cause whatsoever of
the liability of Debtor in respect thereof.

          (c) To the fullest extent permitted by applicable law, each
Guarantor hereby waives:  (i) any rights to assert against the Lender Group
any defense (legal or equitable), set-off, counterclaim, or claim which such
Guarantor may now or at any time hereafter have against Debtor or any other
party liable to the Lender Group; (ii) any defense, set-off, counterclaim, or
claim, of any kind or nature, arising directly or indirectly from the present

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or future lack of perfection, sufficiency, validity, or enforceability of the
Guarantied Obligations or any security therefor; (iii) any defense arising by
reason of any claim or defense based upon an election of remedies by the
Lender Group including any defense based upon an election of remedies by the
Lender Group under the provisions of Sections  580d and 726 of the California
Code of Civil Procedure, or any similar law of California or any other
jurisdiction; (iv) the benefit of any statute of limitations affecting such
Guarantor's liability hereunder or the enforcement thereof, and any act which
shall defer or delay the operation of any statute of limitations applicable
to the Guarantied Obligations shall similarly operate to defer or delay the
operation of such statute of limitations applicable to such Guarantor's
liability hereunder.

          (d) Until such time as all Commitments have been irrevocably
terminated and all of the Guarantied Obligations have been fully, finally,
and indefeasibly paid in full in cash:  (i) each Guarantor hereby postpones
any right of subrogation such Guarantor has or may have as against Debtor
with respect to the Guarantied Obligations; (ii) in addition, each Guarantor
hereby postpones any right to proceed against Debtor or any other Person, now
or hereafter, for contribution, indemnity, reimbursement, or any other
suretyship rights and claims (irrespective of whether direct or indirect,
liquidated or contingent), with respect to the Guarantied Obligations; and
(iii) in addition, each Guarantor also hereby postpones any right to proceed
or to seek recourse against or with respect to any property or asset of
Debtor.

          (e) If any of the Guarantied Obligations at any time are secured by
a mortgage or deed of trust upon real property, the Lender Group may elect,
in its sole discretion, upon a default with respect to the Guarantied
Obligations, to foreclose such mortgage or deed of trust judicially or
nonjudicially in any manner permitted by law, before or after enforcing this
Guaranty, without diminishing or affecting the liability of any Guarantor
hereunder.  Each Guarantor understands that (a) by virtue of the operation of
California's antideficiency law applicable to nonjudicial foreclosures, an
election by the Lender Group nonjudicially to foreclose such a mortgage or
deed of trust probably would have the effect of impairing or destroying
rights of subrogation, reimbursement, contribution, or indemnity of such
Guarantor against Debtor or other guarantors or sureties, and (b) absent the
waiver given by such Guarantor herein, such an election would estop the
Lender Group from enforcing this Guaranty against such Guarantor.
Understanding the foregoing, and understanding that Guarantors are hereby
relinquishing a defense to the enforceability of this Guaranty, each
Guarantor hereby waives any right to assert against the Lender Group any
defense to the enforcement of this Guaranty, whether denominated "estoppel"
or otherwise, based on or arising from an election by the Lender Group
nonjudicially to foreclose any such mortgage or deed of trust. Each Guarantor
understands that the effect of the foregoing waiver may be that such
Guarantor may have liability hereunder for amounts with respect to which such
Guarantor may be left without rights of subrogation, reimbursement,
contribution, or indemnity against Debtor or other guarantors or sureties.
Each Guarantor also agrees that the "fair market value" provisions of Section
580a of the California Code of Civil Procedure shall have no applicability
with respect to the determination of such Guarantor's liability under this
Guaranty.

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          (f) Without limiting the generality of any other waiver or other
provision set forth in this Guaranty, each Guarantor waives all rights and
defenses that such Guarantor may have because Debtor's debt is secured by
real property. This means, among other things:

               (i)   The Lender Group may collect from any Guarantor without
first foreclosing on any real or personal property collateral pledged by Debtor.

               (ii)  If the Lender Group forecloses on any real property
collateral pledged by the Debtor:

                    (1)  the amount of the debt may be reduced only by the price
          for which that collateral is sold at the foreclosure sale, even if the
          collateral is worth more than the sale price.

                    (2)  the Lender Group may collect from any Guarantor even if
          the Lender Group, by foreclosing on the real property collateral, has
          destroyed any right any Guarantor my have to collect from Debtor.

This is an unconditional and irrevocable waiver of any rights and defenses each
Guarantor may have because Debtor's debt is secured by real property.  These
rights and defenses are based upon Section 580a, 580b, 580d, or 726 of the
California Code of Civil Procedure or any similar laws of California or any
other jurisdiction.


          (G) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER
PROVISION SET FORTH IN THIS GUARANTY, EACH GUARANTOR HEREBY WAIVES, TO THE
MAXIMUM EXTENT SUCH WAIVER IS PERMITTED BY LAW, ANY AND ALL BENEFITS OR
DEFENSES ARISING DIRECTLY OR INDIRECTLY UNDER ANY ONE OR MORE OF CALIFORNIA
CIVIL CODE Sections  2799, 2808, 2809, 2810, 2815, 2819, 2820, 2821, 2822,
2838, 2839, 2845, 2847, 2848, 2849, AND 2850, CALIFORNIA CODE OF CIVIL
PROCEDURE Sections  580a, 580b, 580c, 580d, AND 726, AND CHAPTER 2 OF TITLE
14 OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR LAWS OF CALIFORNIA OR ANY
OTHER JURISDICTION.

          (H) WITHOUT LIMITING THE GENERALITY OF ANY OTHER WAIVER OR OTHER
PROVISION SET FORTH IN THIS GUARANTY, EACH GUARANTOR WAIVES ALL RIGHTS AND
DEFENSES ARISING OUT OF AN ELECTION OF REMEDIES BY THE LENDER GROUP, EVEN
THOUGH THAT ELECTION OF REMEDIES, SUCH AS A NONJUDICIAL FORECLOSURE WITH
RESPECT TO SECURITY FOR A GUARANTIED OBLIGATION, HAS DESTROYED SUCH
GUARANTOR'S RIGHTS OF SUBROGATION AND REIMBURSEMENT AGAINST THE DEBTOR BY THE
OPERATION OF SECTION 580d OF THE CALIFORNIA CODE OF CIVIL PROCEDURE OR ANY
SIMILAR LAWS OF CALIFORNIA OR ANY OTHER JURISDICTION OR OTHERWISE.

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     7.   RELEASES.  Each Guarantor consents and agrees that, without notice
to or by such Guarantor and without affecting or impairing the obligations of
such Guarantor hereunder, the Lender Group may, by action or inaction,
compromise or settle, extend the period of duration or the time for the
payment, or discharge the performance of, or may refuse to, or otherwise not
enforce, or may, by action or inaction, release all or any one or more
parties to, any one or more of the terms and provisions of the Loan Agreement
or any of the other Loan Documents or may grant other indulgences to Debtor
in respect thereof, or may amend or modify in any manner and at any time (or
from time to time) any one or more of the Loan Agreement or any of the other
Loan Documents, or may, by action or inaction, release or substitute any
other guarantor, if any, of the Guarantied Obligations, or may enforce,
exchange, release, or waive, by action or inaction, any security for the
Guarantied Obligations or any other guaranty of the Guarantied Obligations,
or any portion thereof.

     8.   NO ELECTION.  The Lender Group shall have the right to seek
recourse against any Guarantor to the fullest extent provided for herein and
no election by the Lender Group to proceed in one form of action or
proceeding, or against any party, or on any obligation, shall constitute a
waiver of the Lender Group's right to proceed in any other form of action or
proceeding or against other parties unless Agent on behalf of the Lender
Group has expressly waived such right in writing.  Specifically, but without
limiting the generality of the foregoing, no action or proceeding by the
Lender Group under any document or instrument evidencing the Guarantied
Obligations shall serve to diminish the liability of the Guarantors under
this Guaranty except to the extent that the Lender Group finally and
unconditionally shall have realized indefeasible payment by such action or
proceeding.

     9.   INDEFEASIBLE PAYMENT.  The Guarantied Obligations shall not be
considered indefeasibly paid for purposes of this Guaranty unless and until
all payments to the Lender Group are no longer subject to any right on the
part of any person whomsoever, including Debtor, Debtor as a debtor in
possession, or any trustee (whether appointed under the Bankruptcy Code or
otherwise) of Debtor's assets to invalidate or set aside such payments or to
seek to recoup the amount of such payments or any portion thereof, or to
declare same to be fraudulent or preferential.  In the event that, for any
reason, all or any portion of such payments to the Lender Group is set aside
or restored, whether voluntarily or involuntarily, after the making thereof,
the obligation or part thereof intended to be satisfied thereby shall be
revived and continued in full force and effect as if said payment or payments
had not been made and Guarantors shall be liable for the full amount the
Lender Group is required to repay plus any and all costs and expenses
(including attorneys fees) paid by the Lender Group in connection therewith.

     10.  FINANCIAL CONDITION OF DEBTOR.  Each Guarantor represents and
warrants to the Lender Group that it is currently informed of the financial
condition of Debtor and of all other circumstances which a diligent inquiry
would reveal and which bear upon the risk of nonpayment of the Guarantied
Obligations.  Each Guarantor further represents and warrants to the Lender
Group that it has read and understands the terms and conditions of the Loan
Agreement and the other Loan Documents.  Each Guarantor hereby covenants that
it will continue to keep itself informed of Debtor's financial condition, the
financial condition of

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other guarantors, if any, and of all other circumstances which bear upon the
risk of nonpayment or nonperformance of the Guarantied Obligations.

     11.  SUBORDINATION.  Each Guarantor hereby agrees that any and all
present and future indebtedness of Debtor owing to such Guarantor is
postponed in favor of and subordinated to payment, in full, in cash, of the
Guarantied Obligations.  In this regard, except as expressly permitted by the
Loan Agreement, no payment of any kind whatsoever shall be made with respect
to such indebtedness until the Guarantied Obligations have been indefeasibly
paid in full.

     12.  PAYMENTS; APPLICATION.  All payments to be made hereunder by any
Guarantor shall be made in lawful money of the United States of America at
the time of payment, shall be made in immediately available funds, and shall
be made without deduction (whether for taxes or otherwise) or offset.  All
payments made by any Guarantor hereunder shall be applied as follows:  first,
to all reasonable costs and expenses (including attorneys fees) incurred by
the Lender Group in enforcing this Guaranty or in collecting the Guarantied
Obligations; second, to all accrued and unpaid interest, premium, if any, and
fees owing to the Lender Group constituting Guarantied Obligations; and
third, to the balance of the Guarantied Obligations.

     13.  ATTORNEYS FEES AND COSTS.  Each Guarantor agrees to pay, on demand,
all reasonable attorneys fees and all other reasonable costs and expenses
which may be incurred by the Lender Group in the enforcement of this Guaranty
or in any way arising out of, or consequential to the protection, assertion,
or enforcement of the Guarantied Obligations (or any security therefor),
irrespective of whether suit is brought.

     14.  NOTICES.  Any notice, consent, approval, or other communication
herein required or permitted to be given shall be in writing and shall be
given and be deemed given in the manner set forth in Section 12 of the Loan
Agreement, the provisions of which by this reference are incorporated herein
MUTATIS MUTANDIS. For the purposes hereof, the address of each party hereto
shall be as set forth in the Loan Agreement or, as to any such party, such
other address as shall be designated by such party in a written notice to the
other parties hereto.

     15.  CUMULATIVE REMEDIES.  No remedy under this Guaranty, under the Loan
Agreement, or any other Loan Document is intended to be exclusive of any
other remedy, but each and every remedy shall be cumulative and in addition
to any and every other remedy given under this Guaranty, under the Loan
Agreement, or any other Loan Document, and those provided by law.  No delay
or omission by the Lender Group or Agent on behalf thereof to exercise any
right under this Guaranty shall impair any such right nor be construed to be
a waiver thereof.  No failure on the part of the Lender Group or Agent on
behalf thereof to exercise, and no delay in exercising, any right under this
Guaranty shall operate as a waiver thereof; nor shall any single or partial
exercise of any right under this Guaranty preclude any other or further
exercise thereof or the exercise of any other right.

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     16.  SEVERABILITY OF PROVISIONS.  Any provision of this Guaranty which
is prohibited or unenforceable under applicable law shall be ineffective to
the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof.

     17.  ENTIRE AGREEMENT; AMENDMENTS.  This Guaranty constitutes the entire
agreement between each Guarantor and the Lender Group or Agent on behalf
thereof pertaining to the subject matter contained herein.  This Guaranty may
not be altered, amended, or modified, nor may any provision hereof be waived
or noncompliance therewith consented to, except by means of a writing
executed by each Guarantor and Agent on behalf of the Lender Group.  Any such
alteration, amendment, modification, waiver, or consent shall be effective
only to the extent specified therein and for the specific purpose for which
given.  No course of dealing and no delay or waiver of any right or default
under this Guaranty shall be deemed a waiver of any other, similar or
dissimilar, right or default or otherwise prejudice the rights and remedies
hereunder.

     18.  SUCCESSORS AND ASSIGNS.  This Guaranty shall be binding upon each
Guarantor and its successors and assigns and shall inure to the benefit of
the successors and assigns of the Lender Group and Agent on behalf thereof;
PROVIDED, HOWEVER, Guarantors shall not assign this Guaranty or delegate any
of its duties hereunder without Agent's prior written consent and any
unconsented to assignment shall be absolutely void.  In the event of any
assignment or other transfer of rights by the Lender Group or Agent on behalf
thereof, the rights and benefits herein conferred upon the Lender Group or
Agent on behalf thereof shall automatically extend to and be vested in such
assignee or other transferee.

     19.  NO THIRD PARTY BENEFICIARY.  This Guaranty is solely for the
benefit of Agent and its successors and assigns and may not be relied on by
any other Person.

     20.  CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER

          THE VALIDITY OF THIS GUARANTY, ITS CONSTRUCTION, INTERPRETATION,
AND ENFORCEMENT, AND THE RIGHTS OF THE PARTIES HERETO WITH RESPECT TO ALL
MATTERS ARISING HEREUNDER OR RELATED HERETO SHALL BE DETERMINED UNDER,
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK.

          THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS GUARANTY SHALL BE TRIED AND LITIGATED ONLY IN THE STATE
AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK, OR
AT THE SOLE OPTION OF AGENT ON BEHALF OF THE LENDER GROUP, IN ANY OTHER COURT
IN WHICH AGENT ON BEHALF OF THE LENDER GROUP SHALL INITIATE LEGAL OR
EQUITABLE PROCEEDINGS AND WHICH HAS SUBJECT MATTER JURISDICTION OVER THE
MATTER IN CONTROVERSY.  EACH  GUARANTOR AND AGENT ON BEHALF OF THE LENDER
GROUP WAIVES, TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, ANY RIGHT SUCH

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PARTY MAY HAVE TO ASSERT THE DOCTRINE OF FORUM NON CONVENIENS OR TO OBJECT
TO VENUE TO THE EXTENT ANY PROCEEDING IS BROUGHT IN ACCORDANCE WITH THIS
SECTION 20.

          EACH GUARANTOR AND AGENT ON BEHALF OF THE LENDER GROUP HEREBY WAIVE
THEIR RESPECTIVE RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED
UPON OR ARISING OUT OF THIS GUARANTY OR ANY OF THE TRANSACTIONS CONTEMPLATED
HEREIN, INCLUDING CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL
OTHER COMMON LAW OR STATUTORY CLAIMS.  EACH GUARANTOR AND AGENT ON BEHALF OF THE
LENDER GROUP REPRESENT THAT EACH SUCH PARTY HAS REVIEWED THIS WAIVER AND EACH
SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING
CONSULTATION WITH LEGAL COUNSEL.  IN THE EVENT OF LITIGATION, A COPY OF THIS
AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

     21.  AGREEMENT TO BE BOUND BY LOAN AGREEMENT.  By its execution and
delivery of this Guaranty or any joinder hereto, any Guarantor that is not a
party to the Loan Agreement or any joinder thereto nevertheless shall be
deemed to have agreed to be bound by each provision in the Loan Agreement
relating to the Guarantors or their assets with the same force and effect as
though such Guarantor were party to the Loan Agreement or any joinder
thereto, MUTATIS MUTANDIS.

     22.  ADDITIONAL GUARANTORS.  The initial Guarantors hereunder shall be
such of the Obligors as are signatories hereto as of the date hereof.  From
time to time subsequent to the date hereof, additional Obligors, as required
by the Loan Agreement or the other Loan Documents, may become parties hereto,
as additional Guarantors (each, an "Additional Guarantor"), by executing and
delivering a counterpart of this Guaranty.  Upon delivery of any such
counterpart to Guarantied Party, notice of which is hereby waived by any
other Guarantor, each such Additional Guarantor shall be a Guarantor and
shall be as fully a party hereto as if such Additional Guarantor were an
original signatory hereof.  Each Guarantor expressly agrees that its
obligations arising hereunder shall not be affected or diminished by the
addition or release of any other Guarantor hereunder, nor by any election of
Guarantied Party not to cause any Obligor to become an Additional Guarantor
hereunder.  This Guaranty shall be fully effective as to any Guarantor that
is or becomes a party hereto regardless of whether any other Person becomes
or fails to become or ceases to be a Guarantor hereunder.

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     IN WITNESS WHEREOF, the undersigned has executed and delivered this
Guaranty as of the date first written above.



                   CEO CALIFORNIA TELECOMMUNICATIONS, INC.,
                   a California corporation


                   By: /s/
                       -----------------------------
                   Title:


                   HELVEY COM, INC.,
                   a Delaware corporation


                   By: /s/
                       -----------------------------
                   Title:


                   LUCIUS ENTERPRISES, INC.,
                   a California corporation


                   By: /s/
                       -----------------------------
                   Title:


                   AS TELECOMMUNICATIONS, INC.,
                   an Arizona corporation


                   By: /s/
                       -----------------------------
                   Title:


                   PHONETIME TECHNOLOGIES, INC.,
                   a Delaware corporation


                   By: /s/
                       -----------------------------
                   Title:

                                      S-1

<PAGE>

                   PT-1 HOLDINGS I, INC.,
                   a Delaware corporation


                   By: /s/
                       -----------------------------
                   Title:


                   PT-1 HOLDINGS II, INC.,
                   a Delaware corporation


                   By: /s/
                       -----------------------------
                   Title:


                   NATIONWIDE DISTRIBUTORS, INC.,
                   a Delaware corporation


                   By: /s/
                       -----------------------------
                   Title:


                   TECHNOLOGY LEASING, INC., a Delaware corporation


                   By: /s/
                       -----------------------------
                   Title:


                   PT-1 PHONECARD, L.P.,
                   a Texas limited partnership


                   By: /s/
                       -----------------------------
                   Title:

                                      S-2

<PAGE>

                   PLATFORM SERVICES, L.P.,
                   a Delaware limited partnership


                   By: /s/
                       -----------------------------
                   Title:


                   PT-1 COMMUNICATIONS PUERTO RICO, INC.,
                   a Delaware corporation


                   By: /s/
                       -----------------------------
                   Title:


                   INVESTMENT SERVICES, INC.,
                   a Delaware corporation


                   By: /s/
                       -----------------------------
                   Title:

                                      S-3