Ex. 10.8 Contract with Worldcom Internation Ltd.

                                    WORLDCOM

                                    WHOLESALE
                            MASTER SERVICES AGREEMENT

                    This WHOLESALE MASTER SERVICES AGREEMENT

Between  SWIFTNET LTD
(the "Customer") and WorldCom International Limited ("WorldCom") (together, the
"Parties"), in addition to the relevant Service Order(s) issued and accepted in
accordance with this Agreement, establishes the terms and conditions under which
terms and conditions the Parties hereby agree.



Parties


        Customer:                                 WorldCom:

        Office Address:                           Office Address:
        Britannia House
        960 High Road                             10 Fleet Place
        London N12 9RY                            London
                                                  EC4M 7RB

                                                  Registered No:  2776038


        Address for Notices:                      Address For Notices:

        As above                                  As above, for the attention of
                                                  the International Commercial
                                                  Contracts Manager





Terms and Conditions
1.   Definitions
     1.1  In this Agreement the following terms and phrases shall have the
          following meanings: "Acceptance Date" shall mean the date on which the
          Customer accepts or is deemed to accept the Service in accordance with
          Clause 3. "Acceptance Tests" shall mean the tests to be carried out by
          WorldCom pursuant to Clauses 3.1 and 3.4. "Act" shall mean the
          Telecommunications Act 1984. "Agreement" shall mean this Wholesale
          Master Services Agreement together with any Service Orders and annexes
          hereto. "Business Day" shall mean every day excluding Saturdays,
          Sundays and national holidays in England. "Business Hours" shall mean
          the hours between 0800 to 1830 every Business Day. "Charges" shall
          mean the charges payable by the Customer to WorldCom for the Service
          as set out in the relevant Service Order and revised from time to time
          in accordance with Clause 4.3. "Confidential Information" shall mean
          all information (in whatever format) designated as such by either
          Party together with all such other information which relates to the
          business, affairs, customers, products, developments, trade secrets,
          know-how and personnel of either Party and which may reasonably be
          regarded as the confidential information of the disclosing Party.
          "Customer Equipment" shall mean equipment, systems, cabling and
          facilities provided by the Customer and used in conjunction with the
          Service Equipment in order to obtain the Service. "Customer Site"
          shall mean a site specified in a Service Order at which the Service is
          to be provided. "Emergency Works" shall have the same meaning as is
          given to emergency works in the Telecommunications Code. "Fault" shall
          mean a material defect, fault or impairment in a Service which causes
          an interruption in the provision of that Service.  "Force Majeure
          Event" shall mean any cause beyond a Party's reasonable control
          affecting the performance of its obligations hereunder including but
          not limited to fire, flood, explosion, accident, war, strike, embargo,
          governmental requirement, civil or military authority, Act of God,
          inability to secure materials, industrial disputes and acts or
          omissions of other providers of telecommunications services. "Network"
          shall mean the telecommunication system(s) that WorldCom has the right
          to run under the Act. "Ready for Service Notification" means a
          notification supplied in accordance with Clause 3.1 or 3.4 by WorldCom
          to the Customer on successful completion of the Acceptance Tests.
          "Service" shall mean the specific switched telecommunications service
          supplied by WorldCom to the Customer as described in the relevant
          Service Order. "Service Equipment" shall mean the equipment, systems,
          cabling and facilities provided by WorldCom at the Customer Site in
          order to make available the Service to the Customer including
          Telecommunications Apparatus, Service Equipment shall not include the
          Network or any equipment which is the subject of a separate supply
          contract between WorldCom and the Customer. "Service Order" shall mean
          a request for Service delivered by the Customer to WorldCom and
          accepted by WorldCom in accordance with Clause 2.2.  "Service Term"
          shall mean in relation to any particular Service (unless otherwise
          stated in the relevant Service Order) one year from the Acceptance
          Date.  "Telecommunication Apparatus" shall have the same meaning as is
          given to that expression in the Telecommunications Code.
          "Telecommunications Code" shall mean the Code set out at Schedule 2 of
          the Act. "WorldCom Affiliate" shall mean any company of which WorldCom
          is a Subsidiary and any Subsidiary of such company and any Subsidiary
          of WorldCom, the term "Subsidiary" having the meaning ascribed thereto
          in Sections 736 and 736A of the Companies Act 1985.
     1.2  Reference in this Agreement to any statute or statutory provision
          include, unless the context otherwise requires, references to that
          statute or provision as from time to tome amended, extended or
          re-enacted.

2.   Service
     2.1  The Customer may from time to time deliver to WorldCom Service Orders
          on the terms of this Agreement.  Any Service Orders shall be in the
          form specified from time to time by WorldCom and notified to the
          Customer or such other form as the Customer may deliver to WorldCom
          and WorldCom may in its discretion accept.
     2.2  Each Service Order shall be binding on both parties only after it is
          accepted and signed by WorldCom, such acceptance to include the
          carrying out of credit checks pursuant to Clause 4.8. In the event of
          any inconsistency between a Service Order and this Agreement, the
          Service Order shall take precedence.
     2.3  WorldCom reserves the right to use WorldCom Affiliates or
          subcontractors to eprform some or all of its duties and/or obligations
          hereunder.
     2.4  Subject to the provisions of Clauses 2.5 and 2.6 the Customer may
          resell the Services to third parties.
     2.5  The Customer shall not in its dealings with third parties:
          2.5.1  except with WorldCom's prior written consent, refer to
                 WorldCom in any marketing or services literature;
          2.5.2  purport to act on  behalf of or represent itself as acting
                 on behalf of WorldCom.
          2.5.3  Seek to resell the Service to other WorldCom customers.
     2.6  The Customer shall indemnify WorldCom and shall hold WorldCom harmless
          against any claims or proceedings brought by third parties against
          WorldCom in respect of the resale of the Services by the Customer to
          such third parties.

3.   Acceptance Tests
     3.1  Prior to the provision of the Service, WorldCom shall conduct such
          Acceptance Tests as it considers to be appropriate and upon successful
          completion of such Acceptance Tests shall deliver to the Customer a
          Ready for Service Notification.
     3.2  The Customer shall, within seven (7) days of delivery to it of a Ready
          for Service Notification in accordance with Clauses 3.1 or 3.4, notify
          WorldCom of any Fault.
     3.3  In the event that the Customer fails to notify WorldCom of any Fault
          with the Service in accordance with Claus 3.2 it shall be deemed to
          have accepted the Service on the date of delivery to it of the Ready
          for Service Notification.
     3.4  In the event that the Customer notifies WorldCom of a Fault in
          accordance with Clause 3.2, WorldCom shall use all reasonable
          endeavours to rectify the Fault and upon such rectification shall
          conduct Acceptance Tests and deliver to the Customer a further Ready
          for Service  Notification in relation to that Service in accordance
          with this Clause 3.

4.   Payment
     4.1  The Customer shall be liable for the Charges from the Acceptance Date
          in accordance with this Clause 4.
     4.2  WorldCom shall be entitled to increase the Charges by written notice
          to the Customer.
          4.2.1  at any time upon the expiry of a seven (7) day period following
                 delivery of such notice;
          4.2.2. in accordance with Clauses 4.7 and 4.11.1.
     4.3  Charges shall accrue from the date on which the Customer commences use
          of the Service and may be invoiced monthly in arrears.
     4.4  All invoices shall be paid within one month of the date thereof.
     4.5  All sums due to WorldCom are exclusive of value added tax and any
          other applicable sales tax or duty which shall be invoiced and payable
          at the prevailing rate.
     4.6  Interest shall accrue on overdue invoices from the due date until
          payment (whether before or after judgment) at the annual rate of two
          (2) percent above the base lending rate from time to time of the Royal
          Bank of Scotland Plc.  Interest shall accrue notwithstanding
          termination of this Agreement for whatever reason.
     4.7  If there is a minimum spend commitment contained in a Service Order
          the Customer agrees to meet such commitment in respect of each period
          of minimum spend commitment except where and to the extent that
          failure to meet such commitment is as a result of WorldCom's
          negligence or breach of this Agreement.  Failure to meet such minimum
          spend commitment shall, in addition to constituting a material breach
          of this Agreement, entitle WorldCom to increase the Charges for that
          Service with effect from the commencement of the relevant period to
          the prevailing WorldCom standard wholesale rate.
     4.8  WorldCom reserves the right to carry out a credit check against the
          Customer prior to the acceptance by WorldCom of any Service Order in
          accordance with Clause 2.2 and subsequent to the carrying out of such
          credit check may request from the Customer a cash deposit or letter of
          credit in a form to be approved by WorldCom and issued by a bank
          acceptable to lit in an amount not exceeding the total Charges which
          WorldCom might reasonably expect the Customer to incur during the
          Service Term.
     4.9  In the event that the Charges incurred by the Customer and remaining
          unpaid during any three (3) month period shall exceed the amount of
          any initial deposit or letter of credit provided by the Customer to
          WorldCom in accordance with this Claus 4.  WorldCom may request an
          additional amount by way of cash deposit or letter of credit,
          acceptable to WorldCom, such that the total amount of any cash deposit
          or letter of credit shall not exceed the total Charges which WorldCom
          might reasonably expect the Customer to incur during any twelve (12)
          month period.
     4.10 The Customer acknowledges that any failure by it to comply with any
          request made by WorldCom under Clauses 4.8 or 4.9 shall constitute a
          material breach of this Agreement.
     4.11 In the event that the Customer fails to make payment in accordance
          with Clause 4.4 of invoices delivered to it under Clause 4.3 WorldCom
          shall be entitled in addition to any remedy which it might have under
          this Agreement or otherwise at law:
          4.11.1 where applicable in respect of any Service forthwith to
                 increase the Charges to the prevailing WorldCom standard
                 wholesale rate for such Service;
          4.11.2 to set off any sums owing to it against any cash deposit or
                 letter of credit provided to WorldCom in accordance with this
                 Clause 4;
          4.11.3 to terminate this Agreement in accordance with Claus 11.5

5.   Service Maintenance
     Except in the case of Emergency Works, WorldCom shall give no less than
     seven(7) days prior written notification to the Customer of all scheduled
     Service maintenance, alterations or suspensions which shall affect the
     Customer.  Wherever possible WorldCom shall endeavour to perform these
     activities outside Business Hours and in such a way as to minimise any
     interruption in the provision of Services.

6.   Fault Resolution
     6.1  Worldom shall use all reasonable endeavours to correct any Fault of
          which it is notified as possible.
     6.2  For the purposes of this Clause 6, a Fault shall be deemed to have
          commenced upon the notification of the Fault to WorldCom.
     6.3  The Customer may terminate a Service by notice to WorldCom, such
          notice to take effect upon the expiry of one Business Day, in the
          event of the occurrence in relation to any Service provided thereunder.
          6.3.1 of a single Fault affecting that Service for a continuous period
                of eight(8) hours;
          6.3.2 during any continuous twelve(12) month period, of Faults which,
                taken cumulatively, affect that Service for a period exceeding
                twenty-four(24) hours.
     6.4  For the purposes of this Clause 6, a Fault shall not be deemed to have
          occurred where such Fault is caused by the act or omission of the
          Customer, Force Majeure Events, Service suspensions for Emergency
          Works pursuant to Clause 8 or the failure or malfunction of Customer
          Equipment.
     6.5  The Customer shall pay all reasonable costs incurred by WorldCom in
          remedying any Fault which is attributable to: (i) the negligence,
          wilful act, omission, breach, or fault of the Customer or its agents,
          or (ii) the failure or malfunction of Customer Equipment.

7.   Relocation
     The Customer may request the provision of a Service at an additional or
     substitute Customer Site by delivering to WorldCom an appropriate Service
     Order.

8.   Service Suspension
     8.1  WorldCom may, in its sole discretion and without prejudice to any
          right it might have to terminate the Agreement, elect to suspend
          forthwith provision of the Service until further notice in the event
          that (i) WorldCom is entitled to terminate this Agreement; or (ii)
          WorldCom is obliged to comply with an order, instruction or request of
          government, an emergency service organisation or other competent
          administrative authority which affects its ability to provide the
          Service, or (iii) WorldCom needs to carry out Emergency Works to the
          Network or Service Equipment.
     8.2  Inthe event that WorldCom exercises its right to suspend the Service
          pursuant to Clause 8.1 it shall, whenever reasonably practicable, give
          prior notice to the Customer, which notice shall state the grounds of
          such suspension together with an estimate of the anticipated duration
          of such suspension.  WorldCom shall use all reasonable endeavours to
          resume provision of the Service as soon as possible.
     8.3  In the event that the Service, is suspended as a consequence of the
          breach, fault, act or omission of the Customer, the Customer shall pay
          to WorldCom all reasonable costs and expenses incurred by the
          implementation of such suspension and/or recommencement of the
          provision of the Service and WorldCom may recover any other losses
          suffered as a result of such breach, fault, act or omission.
     8.4  WorldCom shall not be liable for any loss, damage or inconvenience
          suffered by the Customer as a result of any suspension pursuant to
          Clause 8.1 save where the circumstances set out in Clause  8.1 are
          solely attributable to the negligence of WorldCom.

9.   Warranties
     9.1  Inperforming its obligations under this Agreement, WorldCom shall at
          all times exercise the reasonable skill and care of a competent public
          telecommunications operator.
     9.2  There are no warranties, representations or agreements, expressed or
          implied either by operation of law, statutory or otherwise, except
          those expressly set forth herein and any such implied warranties are
          expressly excluded.

10.  Liability
     10.1 Subject to Clause 10.4 and notwithstanding anything else in this
          Agreement, each Party's liability to the other in contract, tort
          (including negligence or breach of statutory duty) or otherwise under
          or arising in connection with this Agreement shall be limited to:
          10.1.1  £1,000,000 (one million pounds) per event or series of
                  connected events; and
          10.1.2  £2,000,000 (two million pounds) in any twelve month
                  period.
     10.2 Norwithstanding anything else in this Agreement, neither Party shall
          in any event be liable to the other in contract, tort (including
          negligence or breach or statutory duty)or otherwise for indirect or
          consequential losses under or arising in connection with Agreement
          including, but not limited to, harm, lost revenues, loss of
          anticipated savings or lost profits.
     10.3 Should any limitation or provision contained in this Clause 10 be held
          invalid under any applicable statute or rule of law it shall to that
          extent be deemed omitted.
     10.4 Nothing in this Agreement shall serve to limit either Party's
          liability in respect of death or personal injury caused by or arising
          from that Party's negligence.
11.  Term and Termination
     11.1 This Agreement shall be in effect from the date first stated overleaf
          or the date the first Service Order between the Parties is signed by
          WorldCom, whichever is earlier, and shall continue unless terminated
          in accordance with this Clause 11.
     11.2 Either Party may terminate a Service by notice to the other such
          notice to take effect:
          11.2.1 on the expiry of a thirty (30) day period following delivery of
                 such notice once the relevant Service Term has expired;
          11.2.2 forthwith if, in relation to that Service, the other Party has
                 committed a material breach which is incapable of remedy;
          11.2.3 forthwith if, in relation to that Service, the other Party has
                 committed a material breach which is capable of remedy (other
                 than as set out in Cause  11.5) but which it fails to remedy
                 within fifteen (15) days of having been notified of such
                 breach;
          11.2.4 forthwith if, in relation to that Service, a Force Majeure
                 Event continues for a period exceeding three (3) months.
     11.3 The Customer may terminate a Service upon the occurrence of Faults in
          relation thereto as provided in Cause 6.3.
     11.4 Either Party may terminate this Agreement by notice to the other
          Party. Such notice to take effect forthwith:
          11.4.1 in the event of a material breach relating to all Service by
                 the other which is incapable of remedy;
          11.4.2 in the event of a material breach relating to all Services by
                 the other which as capable of remedy (other than as set out in
                 Clause 11.5) but which it fails to remedy within fifteen (15)
                 days of having been notified of such breach;
          11.4.3 in the event of a Force Majeure Event relating to all Service
                 that continues for a period exceeding three (3) months;
          11.4.4 where no Service have been supplied under this Agreement for a
                 period exceeding three (3) months;
          11.4.5 if the other has a receiver or an administrative receiver
                 appointed over it or over any part of its undertaking or assets
                 or passes a resolution for winding up (other than for the
                 purpose of a bona fide scheme of solvent amalgamation or
                 reconstruction) or a Court of competent jurisdiction makes an
                 order to that effect or if the other Party becomes subject to
                 an administration order or enters into any voluntary
                 arrangement with its creditors or ceases or threatens to cease
                 to curry business.
     11.5 WorldCom may terminate this Agreement on ten(10) days notice to the
          Customer in event of a failure by the Customer to pay invoices falling
          due in accordance with Clause 4.4.
     11.6 Upon termination of this Agreement all services shall, without
          prejudice to the parties accrued right and obligations with respect
          thereto, terminate forthwith.
     11.7 Termination of this Agreement shall not relieve the Customer of its
          obligation to pay any charges incurred hereunder or the continuance in
          force of Clauses 4, 10, 11, 12, 19, 24 and 25.

12.  Customer Obligations
     12.1 The Customer shall grant or shall procure the grant to WorldCom of
          such rights of access to each Customers Site and shall provide to
          WorldCom such facilities and information as WorldCom may reasonable
          require to enable it to perform its obligations under this Agreement.
     12.2 The Customer shall notify WorldCom of any existing technical or other
          facilities including, but not limited to, water and gas which could be
          damaged during the installation of the Service Equipment and WorldCom
          shall have no liability in respect of any damage or loss arising out
          of the Customer's failure to comply with this Clause 12.2.
     12.3 The Customer shall at its own expense comply with WorldCom's
          reasonable instructions in relation to the modification of the
          Customer Equipment to enable the Customer to receive the Service.
     12.4 The Customer shall be liable for any and all damage to the Service
          Equipment or the Network which is cause by (i) the act or omission of
          the Customer or the Customer's breach of the terms of this Agreement;
          or (ii) malfunction or failure of any equipment or facility provided
          by the Customer or its agents, employees, or suppliers, including but
          not limited to, the Customer Equipment.
     12.5 The Customer shall identify, monitor, remove, and dispose of any
          hazardous materials prior to any work being performed by WorldCom at a
          Customer Site, and the Customer shall indemnify, defend, and hold
          WorldCom harmless from any liability incurred in the use of or in
          connection with hazardous materials at a Customer Site.
     12.6 The Customer warrants that it holds such licences under the Act as are
          required to run and connect the Customer  Equipment to the Network and
          Service Equipment and that (where relevant) it has in force in respect
          of the Customer Equipment a maintenance contract  with a maintainer
          designated under the Act and shall comply with the Act.  WorldCom
          reserves the right to disconnect any Customer Equipment which is not
          approved under the Act or is liable to cause death or personal injury
          or to cause damage to or to impair the Network.  WorldCom shall in no
          event be liable in respect of the Customer's failure to comply  with
          the provisions of this Clause 12.6
     12.7 The Customers shall obtain and hereby grants to WorldCom all licences.
          Waivers, consents, or registrations necessary to deliver, install, and
          keep installed at the Customer Site the Service Equipment.  WorldCom
          may in this respect advise the Customer of requirements and the date
          by which they are required to be fulfilled in a schedule of
          requirements.
     12.8 The Customer warrants and undertakes:
          12.8.1 that it shall house the Service Equipment in accordance with
                 WorldCom's reasonable instructions as may be given from time to
                 time;
          12.8.2 that it shall not move, modify, relocate, or in anyway
                 interfere with the Service Equipment or Network;
          12.8.3 that it shall not cause the Service Equipment to be repaired,
                 serviced, or otherwise attended to except by an authorised
                 representative or WorldCom;
          12.8.4 that it shall ensure and keep insured all Service Equipment
                 installed at each Customer Site against all risks;
          12.8.5 that it shall not remove, tamper with, or obliterate any words
                 or labels on the Service Equipment;
          12.8.6 that it shall not create or allow any charges, liens, pledges,
                 or other encumbrances whatsoever to be placed on the Service
                 Equipment.  Title to the Service Equipment shall at all times
                 belong and remain with WorldCom Affiliate;
          12.8.7 that it shall use the service Equipment only for the purpose of
                 receiving the Service from WorldCom and in accordance with such
                 reasonable written instructions as WorldCom may from time to
                 time give;
          12.8.8 that it shall permit WorldCom to inspect and/or test the
                 Service Equipment at all reasonable times;
          12.8.9 that, upon termination of a Service Order, it shall allow
                 WorldCom access to each Customer Site to remove the Service
                 Equipment. Should any construction or alteration to the
                 Customer Site have occurred to facilitate provision of the
                 service, WorldCom shall not be obliged to restore the Customer
                 Site to the same physical state as prior to Service delivery.
     12.9 The Customer shall advise WorldCom in writing of all health and safety
          at work rules and regulations, of all dangerous objections and
          substances, and any reasonable security requirements applicable at the
          Customer Site, and WordCom shall use all reasonable efforts to observe
          and ensure that its employees and authorised representatives observe
          such regulations so advised while at the Customer Site, provided that
          WorldCom shall not be liable hereunder if as a result of conforming
          with such regulations WordCom is in breach of its obligations under
          this Agreement.
     12.10 The customer warrants and undertakes that it shall not use the
          Service for any illegal or unlawful purpose and shall indemnify
          WorldCom in respect of any liability incurred as a result of a breach
          by the customer of this Clause12.10

13.  Severability
     If any provision of this Agreement is held by a court or any governmental
     agency or authority to be invalid, void, or unenforceable, the remainder of
     this Agreement shall to the extent possible remain legal, valid, and
     enforceable.

14.  Variation
     This Agreement shall be modified only by the written agreement of both
     parties.

15.  Force Majeure
     Not withstanding herein to the contrary, neither Party shall be liable for
     any delay or delay or failure in performance of any part of this
     Agreement(other than the payment obligations set out in clause 4) to the
     extent that such delay or a failure is attributable to a Force Majeure
     Event.  Any such delay or failure is attributable to a Force Majeure Event.
     Any such delay or failure shall suspend this Agreement until the Force
     Majeure Event ceases and the Service Team of any Service affected by such
     Force Majeure Event shall be extended by the length of the suspension.

16.  No Licence
     No licence with respect to the Service Equipment, express or implied, is
     granted by WorldCom pursuant to this Agreement.

17.  Counterparts
     This agreement may be executed in counterparts, each of which shall be
     deemed an original, but both of which shall constitute the same instrument.

18.  No Partnership
     Nothing in this Agreement and no action taken by the Parties pursuant to
     this agreement shall constitute or be deemed to constitute between the
     Parties a partnership, association, joint venture, or other co-operative
     entity.

19.  Confidentiality
     19.1 Subject to Clause 19.2, each Party shall:
          19.1.1 only us Confidential Information for the purposes of this
                 Agreement; and
          19.1.2 only disclose Confidential information to a third party with
                 the prior written consent of the other Party; and
          19.1.3 ensure that any third party to whom Confidential Information is
                 disclosed executes a confidentiality undertaking in the terms
                 of this Clause 19.
     19.2 The provisions of Clause 19.1 shall not apply to any Confidential
          Information which:
          19.2.1 is in or comes into the public domain other than by breach of
                 this Clause 19;
          19.2.2 is or has been independently generated by the recipient Party;
          19.2.3 is properly disclosed pursuant to a statutory obligation, the
                 order of a court of competent jurisdiction or that of a
                 competent regulatory body.

20.  Assignment
     Neither Party may assign this Agreement without the written consent of the
     other Party (which consent shall not be unreasonably withheld or unduly
     delayed), except that WorldCom may assign any and all of its rights and
     obligations hereunder(I) to any WorldCom Affiliate, (ii) pursuant to any
     sale or transfer of substantially all the assets of WorldCom, or (iii)
     pursuant to any financing, merger, or reorganisation of WorldCom.

21.  No Waiver
     Failure by either Party to exercise or enforce any right conferred by this
     Agreement shall not be deemed to be a waiver of any such right nor to
     operate so as to bar the exercise or enforcement of any such or other right
     on any later occasion.

22.  Notices
     Any notice required or authorised to be delivered by one Party to the other
     under this Agreement shall be delivered by prepaid registered post or by
     facsimile transmission (immediately confirmed by post) to the address
     stated for that Party above and shall be deemed to have been served 48
     hours after such posting or such transmission, except that the Customer may
     give notice to WorldCom by telephone on the number stated above (or as
     notified to the Customer from time to time) which notice shall be deemed to
     be given upon the allocation by WorldCom to the Customer of a fault report
     number.

23.  Entire Agreement
     This Agreement expresses the entire understanding of the Parties in
     relation to the Service and replaces any and all former agreements,
     understandings, solicitations, offers, and representations relating to the
     Services.

23.  Dispute Resolution
     In the event of a dispute between the parties concerning this Agreement
     each of the parties shall, in the first instance, bring the dispute at the
     earliest opportunity to the attention of a Director or similar officer of
     such Party.

24.  Governing Law
     This Agreement shall be governed by English Law and the Parties irrevocably
     agree to the exclusive jurisdiction of the English courts.

     IN WITNESS WHEREOF, the Parties, intending hereby to be legally bound, by
     their authorised officers, have executed this Agreement on the date here
     written.

     Customer: Swiftnet Ltd                      WorldCom International Limited
     /s/:                                        /s/:
     Name:  A Keinan                             Name:  Tim Barclay
     Title:  MD                                  Title:  Manager
     Date:  3.6.98                               Date:  20.7.98