Sample Business Contracts


Reciprocal Telecommunications Services Agreement - Teleglobe USA INc. and IDX International Inc.

Services Forms


                RECIPROCAL TELECOMMUNICATIONS SERVICES AGREEMENT
                         [VTS INTERNATIONAL TERMINATION]

THIS TELECOMMUNICATIONS SERVICES AGREEMENT ("Agreement") is entered into on June
23, 1998 (the "Effective Date"), between:

TELEGLOBE  USA INC., a Delaware  corporation  having a business  address at 1751
Pinnacle Drive, McLean, Virginia 22102 (hereinafter "Teleglobe"); and

IDX  INTERNATIONAL,  INC., a Virginia  corporation  having a business address at
12015 Lee Jackson Highway, Fairfax, Virginia 22033 (hereinafter "IDX");

and with Teleglobe,  collectively referred to as the "Parties" and individually,
a "Party".

                              W I T N E S S E T H:

WHEREAS,  Teleglobe  and IDX are providers of  international  telecommunications
services; and

WHEREAS, IDX desires to purchase certain telecommunications services provided by
Teleglobe and Teleglobe desires to purchase certain telecommunications  services
provided by IDX all as more fully  described  herein on the terms and conditions
contained herein;

NOW  THEREFORE,  the  Parties,  in  consideration  of the mutual  covenants  and
agreements hereinafter set forth, agree as follows:

1.   DESCRIPTION OF SERVICES

1.1  Teleglobe,   either  directly  or  through  its  authorized  affiliates  or
     underlying  carriers,  shall  provide  those  telecommunications  switching
     services   and   facilities   to   IDX   to   route   IDX's   international
     telecommunications  traffic  to and from  various  destinations  around the
     world,  as more  particularly  described in Annex 1-A attached  hereto (the
     "Teleglobe Services"). IDX shall provide those telecommunications switching
     services and  facilities  to Teleglobe to route  Teleglobe's  international
     telecommunications  traffic  to and from  various  destinations  around the
     world as more particularly described in Annex 1-B attached hereto (the "IDX
     Services").  Where applicable,  the Teleglobe Services and the IDX Services
     shall be  hereinafter  jointly  referred to as the  "Services".  Additional
     services  may be added from time to time to this  Agreement  upon terms and
     conditions to be mutually  agreed upon by the Parties and to be included by
     adding an amended Annex 1 to this Agreement.

1.2  The  destinations  offered by Teleglobe  for the provision of the Teleglobe
     Services  are  listed  in  Annex  2-A  attached   hereto  (the   "Teleglobe
     Destinations"),  which  Destinations  may be  amended  from time to time by
     Teleglobe by providing  IDX with seven (7) days prior written  notice.  The
     destinations  offered  by IDX for the  provision  of the IDX  Services  are
     listed  in Annex  2-B  attached  hereto  (the  "IDX  Destinations"),  which
     Destinations may be amended from time to time by IDX by providing Teleglobe
     with seven (7) days prior written notice.  Where applicable,  the Teleglobe
     Destinations and the IDX  Destinations are hereinafter  jointly referred to
     as the "Destinations".

2.   TERM

2.1  This Agreement  shall commence on the Effective Date and shall continue for
     an initial term ("Term") of one (1) year.  Thereafter  this Agreement shall
     remain in effect  unless  terminated by either Party by providing a written
     six (6) months notice of termination to the other Party.


                                        1

<PAGE>

2.2  The  Parties  shall  endeavor  to provide the  Teleglobe  Services  and IDX
     Services on the  respective  dates of  completion  of testing (the "Service
     Date"),  and each Party shall  notify the other Party when such testing for
     its respective service is completed.

3.   VOLUME COMMITMENT

     As of the Service Date,  IDX shall send annually to the  Destinations,  via
     Teleglobe's  facilities,  the minimum volume of minutes of traffic, if any,
     set forth in Annex 2-A.

4.   OPERATIONAL AND COMMERCIAL MATTERS

4.1  The  point of  interconnection  with  IDX for the  provision  of  Teleglobe
     Services by Teleglobe  and the provision of IDX services by IDX shall be at
     60 Hudson, Room 1206, New York, New York (the "lnterconnection  Location").
     IDX shall be  responsible  to procure,  at its own expense,  the  necessary
     facilities  or  equipment  required to deliver  IDX traffic to  Teleglobe's
     facilities at 60 Hudson.  Teleglobe shall be responsible to procure, at its
     own expense,  the  necessary  facilities  or equipment  required to deliver
     Teleglobe traffic to IDX's facilities at 60 Hudson.

4.2  The Parties shall  coordinate  the  management of their  respective  system
     facilities,  with each Party being responsible for providing and operating,
     at its own expense,  its respective  network  facilities.  The Parties also
     shall interface on a 24 hours/7 days a week basis to assist each other with
     the  isolation  and  repair  of any  facility  faults  in their  respective
     networks, and with the identification, investigation and mitigation of real
     time traffic flow problems to/from any service destination.

4.3  The  Parties  shall  exchange  prompt  and  accurate  traffic   forecasting
     information in order to allow the efficient  provisioning  of the Services.
     Initial  forecasts  shall be provided  by each party prior to the  Services
     Date and periodically  thereafter as may be reasonably  requested by either
     party.  Such forecasts  shall be in a form  satisfactory to the Parties and
     shall  specify the traffic  volumes,  daily and seasonal  profiles and peak
     periods for each Destination.

4.4  Teleglobe  reserves the right to cancel and/or  temporarily  suspend any or
     all of the Teleglobe  Services if IDX engages in activities  which,  in the
     reasonable  opinion  of  Teleglobe,  may  cause  disruption  or  damage  to
     Teleglobe's  network  of  facilities.   Teleglobe  shall  use  commercially
     reasonable  efforts to provide IDX with advance  notice of such  suspension
     and or  cancellation  and in any case shall  endeavor  to  provide  written
     confirmation of such  suspension and or cancellation  within a commercially
     reasonable time thereafter.

5.   PRICING AND BILLING

5.1  For the Teleglobe  Services provided pursuant to this Agreement,  IDX shall
     pay Teleglobe the rates (the "Rates") by Teleglobe Destination set forth in
     Annex 2-A attached  hereto  which Rates may be adjusted by  Teleglobe  from
     time to time by providing  seven (7) days prior written  notice to IDX. For
     the IDX Services  provided  pursuant to this Agreement  Teleglobe shall pay
     IDX the rates (the "IDX Rates") by IDX  Destination  set forth in Annex 2-B
     attached hereto which IDX Rates may be adjusted by IDX from time to time by
     providing  seven (7) days prior written notice to Teleglobe.  The Teleglobe
     Rates and the IDX Rates  shall  hereinafter  be jointly  referred to as the
     "Rates".

5.2  As soon as  practicable  after the end of each  month,  the  Parties  shall
     submit  invoices  to each  other on a monthly  basis  for their  respective
     services provided hereunder. Such invoices shall be based on the chargeable
     duration of the calls routed pursuant to this  Agreement.  The invoice will
     include traffic by destination, tariffs by destination and total


                                        2

<PAGE>

     amount due. For purposes of this Agreement,  Teleglobe Services  chargeable
     calls shall  begin when  Teleglobe  receives  answer  supervision,  and IDX
     Services chargeable calls shall begin when IDX receives answer supervision.

5.3  All amounts due  hereunder by either party shall be payable to the provider
     of services in U.S.  Dollars in immediately  available funds within fifteen
     (15) days of the date of invoice.  If either  party in good faith  disputes
     any invoiced  amount,  it shall submit to the invoicing  party within sixty
     (60) days following receipt of such disputed invoice, written documentation
     identifying  the minutes  and/or  rates  which are in dispute.  The Parties
     shall  investigate  the matter and upon mutual  agreement a credit  against
     future  invoices  may be issued by the  invoicing  party.  Any  amounts due
     hereunder  that are not paid when due shall accrue  interest at the rate of
     one and one-half percent (1.5%) per month, compounded daily, beginning with
     the day following the date on which payment was due, and  continuing  until
     paid in full.  The  Parties  may,  subject  to their  mutual  agreement  in
     writing, offset amounts owing hereunder.

5.4  Either  party may at any time  require  the other  party  hereto to issue a
     deposit,  irrevocable letter of credit or other form of security acceptable
     to such  party if the other  party's  financial  circumstances  or  payment
     history is or becomes  unacceptable  to such  party  based upon  reasonable
     supporting evidence.

5.5  All Rates and other charges due  hereunder are exclusive of all  applicable
     taxes, including value added tax, sales taxes, and duties or levies imposed
     by any authority,  government or government  agency,  all of which shall be
     paid promptly when due by the party purchasing services hereunder.

6.   TERMINATION

6.1  In  addition  to any other  rights at law or in  equity,  either  party may
     terminate this Agreement  immediately in the event that the other party (i)
     fails to make any payment when due  hereunder;  (ii)  becomes  insolvent or
     bankrupt or ceases  paying its debts  generally  as they  mature;  or (iii)
     commits a breach of any of the terms of this Agreement (other than a breach
     of a payment obligation as addressed in (I) above) and fails to remedy such
     breach within thirty (30) days after receipt of written notice thereof from
     the non-breaching party.

6.2  In the event of any  termination  pursuant to this  Article 6, both Parties
     shall  pay the  applicable  Rates for any  Services  rendered  through  and
     including the date of  termination as well as any amounts due on account of
     any minimum volume commitment  obligations and Shortfall  charges,  if any,
     arising pursuant to Annex 2-A.

7.   LIMITATION OF LIABILITY

7.1  The Parties  recognize  that  neither  party has control over how a foreign
     administration  or  third  party  carrier  establishes  its own  rules  and
     conditions  pertaining to international  telecommunications  services.  The
     Parties  agree that  neither  party  shall be liable for any loss or damage
     sustained by the other party hereto,  its  interconnecting  carriers or its
     end  users  due  to  any  failure  in or  breakdown  of  the  communication
     facilities   associated  with  providing   services   hereunder,   for  any
     interruption or degradation of such services  whatsoever shall be the cause
     or duration thereof.

7.2  In no event shall  either  Party be liable to the other for  consequential,
     special or indirect losses or damages  howsoever  arising and whether under
     contract,  tort or otherwise  (including,  without limitation,  third party
     claims,  loss of profits,  loss of  customers,  or damage to  reputation or
     goodwill).


                                        3

<PAGE>

8.   ASSIGNMENT

     This Agreement is personal to the Parties hereto and may not be assigned or
     transferred by either Party without the prior written  consent of the other
     Party  which will not be  unreasonably  withheld  or  delayed;  except that
     Teleglobe  may assign  this  Agreement  without  consent to any  affiliated
     entity or  successor  in  interest  whether by merger,  reorganization,  or
     transfer of all or substantially all of its assets or otherwise.

9.   FORCE MAJEURE

     No failure or omission  by either  Party to carry out or observe any of the
     terms and conditions of this Agreement (other than any payment  obligation)
     shall  give rise to any claim  against  such Party or be deemed a breach of
     this  Agreement if such  failure or omission  arises from an act of God, an
     act of  Government,  or any  other  circumstance  commonly  known  as force
     majeure.

10.  CONFIDENTIALITY

10.1 For a period of two (2) years  from the date of  disclosure  thereof,  each
     Party shall maintain the  confidentiality of all information or data of any
     nature  ("Information")  provided to it by the other Party hereto  provided
     such  Information   contains  a  conspicuous   marking  identifying  it  as
     "Confidential" or "Proprietary". Each Party shall use the same efforts (but
     in no case less than  reasonable  efforts)  to protect the  Information  it
     receives  hereunder  as it  accords  to  its  own  Information.  The  above
     requirements  shall  not  apply  to  Information  which is  already  in the
     possession  of the  receiving  Party  through no breach of an obligation of
     confidentiality  to the  disclosing  Party or any third  Party,  is already
     publicly  available  through  no  breach  of this  Article  10, or has been
     previously  independently  developed by the receiving Party. This Agreement
     shall not prevent any disclosure of Information  pursuant to applicable law
     or regulation, provided that prior to making such disclosure, the receiving
     Party shall use reasonable  efforts to notify the disclosing  Party of this
     required  disclosure.  All  Information  provided by any Party to the other
     hereunder shall be used solely for the purpose for which it is supplied.

10.2 Without the prior written consent of the other Party hereto,  neither Party
     shall  (i) refer to itself  as an  authorized  representative  of the other
     Party hereto in promotional,  advertising, or other materials, (ii) use the
     other Party's Iogos, trade marks,  service marks, or any variations thereof
     in any of its  promotional,  advertising,  or  other  materials,  or  (iii)
     release  any  public  announcements  referring  to the other  Party or this
     Agreement without first having obtained such Party's prior written consent.

11.  NOTICE

11.1 All  notices,  requests,  or  other  communications  hereunder  shall be in
     writing, addressed to the parties as follows:

If to IDX:                  IDX International, Inc.
                            12015 Lee Jackson Highway
                            Fairfax, Virginia 22033
                            Attention: Jeff Gee, Executive Vice President
                            Facsimile: (703) 385-9134


                                        4

<PAGE>

If to Teleglobe:            Teleglobe USA Inc.
                            1751 Pinnacle Drive, Suite 1600
                            McLean, Virginia 22102
                            Attention: Vice President, General Manager
                            Facsimile: (703) 714-6653

11.2 Notices mailed by registered or certified mail shall be conclusively deemed
     to have been received by the addressee on the fifth  business day following
     the mailing of sending thereof. Notices sent by telex or facsimile shall be
     conclusively deemed to have been received when the delivery confirmation is
     received.   If  either   Party   wishes  to  alter  the  address  to  which
     communications to it are sent, it may do so by providing the new address in
     writing to the other Party.

12.  COMPLIANCE WITH LAWS

12.1 The  Parties  shall not use the  Services  in any manner or for any purpose
     which constitutes a violation of applicable laws or the laws of any foreign
     jurisdiction in which the Services are being  provided.  This Agreement and
     the continuance  hereof by the Parties is contingent upon the obtaining and
     the continuance of such approvals,  consents,  governmental  and regulatory
     authorizations, licenses and permits as may be required or deemed necessary
     by the Parties,  and the Parties shall use commercially  reasonable efforts
     obtain and continue  same in full force and effect.  IDX further  agrees to
     refrain from engaging in sales,  advertising or marketing within or outside
     of the United  States  which  Teleglobe  believes  could  impair its or its
     affiliates' relationship with any overseas authority or carrier.

12.2 The Parties  acknowledge  that this  Agreement is subject to Section 211 of
     the Communications Act, as amended, and shall govern Teleglobe's  provision
     of the  Teleglobe  Services to IDX. The Parties also  understand  and agree
     that the terms and  conditions  hereof shall,  in all cases,  supersede any
     terms set forth in any Teleglobe tariff on file and then in effect with the
     Federal Communications Commission.

12.3 This Agreement and the continuance hereof by the Parties is contingent upon
     the obtaining and the continuance of such approvals, consents, governmental
     and regulatory  authorizations,  licenses and permits as may be required or
     deemed  necessary by the Parties,  and the Parties  shall use  commercially
     reasonable efforts obtain and continue same in full force and effect.

13.  MISCELLANEOUS

13.1 Any Article or any other  provision of this  Agreement  which is or becomes
     illegal,  invalid or  unenforceable  shall be severed herefrom and shall be
     ineffective   to   the   extent   of   such   illegality,   invalidity   or
     unenforceability  and shall not affect or impair the  remaining  provisions
     hereof,  which  provisions  shall be severed from any  illegal,  invalid or
     unenforceable  Article or any other  provision of this  Agreement and shall
     otherwise remain in full force and effect.

13.2 No waiver by either  Party to any  provisions  of this  Agreement  shall be
     binding  unless made in writing,  any such waiver shall relate only to such
     specific matter,  non-compliance or breach to which it relates to and shall
     not apply to any subsequent matter, non-compliance or breach.

13.3 The  relationship  between the Parties  shall not be that of partners,  and
     nothing  herein  contained  shall be deemed  to  constitute  a  partnership
     between  them or a  merger  of  their  assets  or  their  fiscal  or  other
     liabilities or undertakings. Neither Party shall have the right to


                                        5

<PAGE>

     bind the other Party, except as expressly provided for herein.

13.4 This  Agreement  shall  be  governed  by the  laws of the  Commonwealth  of
     Virginia,  without  reference to its  principles  of conflict of laws.  IDX
     irrevocably consents and submits to personal  jurisdiction in the courts of
     the Commonwealth of Virginia for all matters arising under this Agreement.

13.5 This  Agreement  may be executed in  multiple  counterparts,  each of which
     shall be deemed an original.

13.6 This Agreement, including the following Annexes:

     Annex 1-A       Teleglobe Services
     Annex 1-B       IDX Services
     Annex 2-A       Teleglobe Destinations and Rates
     Annex 2-B       IDX Destinations and Rates

     represents the entire understanding  between the Parties in relation to the
     matters  herein and  supersedes  all previous  agreements  made between the
     Parties,  whether oral or written. This Agreement may only be modified by a
     writing signed by both Parties.

     IN WITNESS WHEREOF,  the Parties have executed this Agreement in duplicate,
or caused  this  Agreement  to be  executed in  duplicate  by a duly  authorized
officer, as of the date first above written.

TELEGLOBE USA-INC.                       IDX INTERNATIONAL, INC.

By: /s/ John Cole II                     By: /s/ Jeffey J. Gee
----------------------------------       ---------------------------------------
Name: John Cole II                       Name: Jeffey J. Gee
----------------------------------       ---------------------------------------
Title: PRESIDENT                         Title: EXECUTIVE VICE PRESIDENT
----------------------------------       ---------------------------------------


                APPROVED
                TELEGLOBE
             Law Department
             ?? for 6/24/98

                                        6

<PAGE>

                                    ANNEX 1-A

                               TELEGLOBE SERVICES

1.   International  Direct  Distance  Dialing  (IDDD) -- Teleglobe  will connect
     facilities to route  international  telecommunications  traffic (IDDD type)
     and will arrange with authorized  international carriers to provide service
     to various destinations around the world.


                                        7

<PAGE>

                                    ANNEX 1-B

                                  IDX SERVICES

1.   International Direct Distance Dialing (IDDD) -- IDX will connect facilities
     to route  international  telecommunications  traffic  (IDDD  type) and will
     arrange  with  authorized  international  carriers  to  provide  service to
     various destinations around the world.


                                        8

<PAGE>

                                   ANNEX 2-A ,

                        TELEGLOBE DESTINATIONS AND RATES

1.0      DESTINATIONS AND RATES

         Destination                Price          Effective Date
         -----------                -----          --------------
                                    (US$)

2.0      MINIMUM VOLUME COMMITMENT

                                                     NONE


                                        9


<PAGE>

                                     ANNEX 2
                        DESTINATIONS AND SERVICE PRICING
                     IMTS RATES PER MINUTE IN US DOLLARS FOR
                             IDX INTERNATIONAL INC.

DESTINATIONS                             COUNTRY CODES                 RATES
------------                             -------------                -------
Albania                                       355                     $0.3000
Algeria                                       213                     $0.3400
American Samoa                                684                     $0.4600
Andorra                                       376                     $0.3100
Angola                                        244                     $0.4900
Anguilla                                   809497                     $0,4400
Antarctica                                      0                     $0.2900
Antigua & Barbuda                          809460                     $0.4300
Argentina                                      54                     $0.4300
Argentina - Buenos Aires                      541                     $0.4700
Armenia                                       374                     $0.5200
Aruba                                         297                     $0.3500
Ascension Island                              247                     $0.6200
Australia                                      61                     $0,0950
Austria                                        43                     $0.1550
Azerbaijan                                    994                     $0.3375
Bahamas                                    809321                     $0.2175
Bahrain                                       973                     $0.6200
Bangladesh                                    880                     $0.8100
Barbados                                   809228                     $0.4700
Belarus                                       375                     $0.3400
Belgium                                        32                     $0.1350
Belize                                        501                     $0.6400
Benin                                         229                     $0.5500
Bermuda                                    809231                     $0.2250
Bhutan                                        975                     $0,6400
Bosnia-Hercegovina                            387                     $0.3800
Botswana                                      267                     $0.4400
Brazil                                         55                     $0.4000
Brazil (Mobile)                                                       $0.4000
Brazil (Rio De Janeiro                       5521                     $0.4000
Brazil (Sao Paolo)                           5511                     $0.4000
British Virgin Islands                     809275                     $0.3150
Bulgaria                                      359                     $0.2800
Burkina Faso                                  226                     $0.5500
Burundi                                       257                     $0.5400
Cambodia                                      855                     $0.7700
Cameroon                                      237                     $0.6000
Canada (Rest of)                                                      $0.0700
-----------------------------------------------------------------------------


                                                                                            
Agreement between TELEGLOBE          Effective 6/19/98    Updated 6/19/98                         6/19/98
and IDX International Inc.           TELEGLOBE_____, IDX International Inc. _JG_               Page 1 of 7

                                          Confidential and Proprietary


<PAGE>

                                     ANNEX 2
                        DESTINATIONS AND SERVICE PRICING
                     IMTS RATES PER MINUTE IN US DOLLARS FOR
                             IDX INTERNATIONAL INC.

DESTINATIONS                             COUNTRY CODES                 RATES
------------                             -------------                 -----
Canada - Codes 416,514,905                                            $0.0500
Canary Isl                                     34                     $0.2800
Cape Verde                                    238                     $0.4900
Cayman Islands                             809945                     $0.3300
Central African Republic                      236                     $0.7800
Chad                                          235                     $0.9400
Chile                                          56                     $0.2500
China                                          86                     $0.4800
Christmas Islands                             672                     $0.3100
Cocos Islands                                                         $0.2500
Colombia                                       57                     $0.4600
Colombia (Bogota)                             571                     $0.3800
Colombia -Cali                               5723                     $0.4500
Colombia - Medallin                           574                     $0.3700
Comoros                                       269                     $0.7000
Congo                                         242                     $0.6200
Cook Islands                                  682                     $0.8800
Costa Rica                                    506                     $0.3900
Croatia                                       385                     $0.2800
Cuba                                           53                     $0.5300
Cuba - Guantanamo                              53                     $0.5300
Cyprus                                        357                     $0.2900
Czech Republic                                 42                     $0.2600
Denmark                                        45                     $0.1100
Diego Garcia                                  246                     $0.6500
Djibouti                                      253                     $0.6400
Dominica                                      596                     $0.5300
Dominican Republic                         809220                     $0.2450
Ecuador                                       593                     $0.5000
Egypt                                          20                     $0.6200
El Salvador                                   503                     $0,4000
Equatorial Guinea                             240                     $0.8100
Eritrea                                       297                     $0.9100
Estonia                                       372                     $0.2900
Ethiopia                                      251                     $0.8200
Falkland Islands                              500                     $0.5000
Faroe Islands                                 298                     $0.2900
Fiji                                          679                     $0.7000
Finland                                       358                     $0.1500
-----------------------------------------------------------------------------


                                                                                            
Agreement between TELEGLOBE          Effective 6/19/98    Updated 6/19/98                         6/19/98
and IDX International Inc.           TELEGLOBE____, IDX International Inc. _JG_               Page 2 of 7

                                          Confidential and Proprietary


<PAGE>

                                     ANNEX 2
                        DESTINATIONS AND SERVICE PRICING
                     IMTS RATES PER MINUTE IN US DOLLARS FOR
                             IDX INTERNATIONAL INC.

DESTINATIONS                              COUNTRY CODES                RATES
------------                              -------------                -----
France                                         33                     $0.1350
France - Paris                                331                     $0.1350
French Guiana                                 594                     $0.4200
French Polynesia                              689                     $0.6000
Gabon                                         241                     $0.5800
Gambia                                        220                     $0.4100
Georgia                                       995                     $0.6000
Germany                                        49                     $0.0800
Germany - Frankfurt                          4969                     $0.0800
Germany - Mobile                                                      $0.1400
Ghana                                         233                     $0.4800
Gibraltar                                     350                     $0.3500
Greece                                         30                     $0.3150
Greenland                                     299                     $0.4400
Grenada                                    809440                     $0.5200
Guadeloupe                                    809                     $0.3500
Guam                                          671                     $0.1200
Guatemala                                     502                     $0.4750
Guinea                                        224                     $0.4800
Guinea Bissau                                 245                     $0.8800
Guyana                                        592                     $0.6200
Haiti                                         509                     $0.5000
Honduras                                      504                     $0.4400
Hong Kong                                     852                     $0.2100
Hungary                                        36                     $0.2200
Iceland                                       354                     $0.2250
India                                          86                     $0.6800
India - Madras                               8644                     $0.6550
India - New Delhi                            8611                     $0.6400
Indonesia                                      62                     $0.5100
Inmarsat A AOR                                  0                     $6.5000
Iran                                           98                     $0.6900
Iraq                                          964                     $0.8600
Ireland                                       353                     $0.1050
Ireland - Dublin                             3531                     $0.0900
Israel                                        972                     $0.1900
Italy                                          39                     $0.1450
Italy - Milan                                 392                     $0,1450
Italy - Mobile                                                        $0.2000
-----------------------------------------------------------------------------


                                                                                            
Agreement between TELEGLOBE          Effective 6/19/98    Updated 6/19/98                         6/19/98
and IDX International Inc.           TELEGLOBE____, IDX International Inc. _JG_               Page 3 of 7

                                          Confidential and Proprietary


<PAGE>

                                     ANNEX 2
                        DESTINATIONS AND SERVICE PRICING
                     IMTS RATES PER MINUTE IN US DOLLARS FOR
                             IDX INTERNATIONAL INC.

DESTINATIONS                             COUNTRY CODES                 RATES
------------                             -------------                 -----
Italy - Rome                                  396                     $0.1450
Ivory Coast                                   225                     $0.7700
Jamaica                                    809287                     $0.5500
Japan                                          81                     $0.2000
Japan (Tokyo)                                 813                     $0.2000
Jordan                                        962                     $0.5700
Kazakhstan                                      7                     $0.5300
Kenya                                         254                     $0.6300
Kiribati                                      686                     $0.7300
Kuwait                                        965                     $0.6900
Kyrghyzstan                                     7                     $0.5400
Laos                                          856                     $0,7200
Latvia                                        371                     $0.3000
Lebanon                                       961                     $0.6000
Lesotho                                       266                     $0,4200
Liberia                                       231                     $0.4600
Libya                                         218                     $0.3200
Lithuania                                     370                     $0.3600
Luxembourg                                    352                     $0.1700
Macau                                         853                     $0.4200
Macedonia                                     389                     $0.4200
Madagascar                                    261                     $0.6800
Malawi                                        265                     $0.3800
Malaysia                                       60                     $0.2675
Maldives                                      960                     $0.6500
Mali                                          223                     $0.7300
Malta                                         356                     $0.2700
Mariana Islands                                 0                     $0.4600
Marshall Islands                              692                     $0.4350
Martinique                                    809                     $0.4100
Mauritania                                    222                     $0.5000
Mauritius Island                              230                     $0.5800
Mayotte                                       269                     $0.4800
Mexico (Off-Peak)                              52                     $0.3000
Mexico (Peak)                                  52                     $0.3000
Mexico - Guadalajara                          523                     $0.2700
Mexico - Mexico City                          525                     $0.2800
Mexico - Monterrey                           5283                     $0.2700
Micronesia                                    691                     $0.7000
-----------------------------------------------------------------------------


                                                                                            
Agreement between TELEGLOBE          Effective 6/19/98    Updated 6/19/98                         6/19/98
and IDX International Inc.           TELEGLOBE____, IDX International Inc. _JG_               Page 4 of 7

                                          Confidential and Proprietary


<PAGE>

                                     ANNEX 2
                        DESTINATIONS AND SERVICE PRICING
                     IMTS RATES PER MINUTE IN US DOLLARS FOR
                             IDX INTERNATIONAL INC.

DESTINATIONS                                 COUNTRY CODES               RATES
------------                                 -------------               -----
Monaco                                           33                     $0.1900
Mongolia                                        976                     $0.9000
Montserrat                                   809491                     $0.5500
Morocco                                         212                     $0.4200
Mozambique                                      258                     $0.5000
Myanmar (Burma)                                  95                     $0.9100
Namibia                                         264                     $0.4600
Nauru                                           674                     $0.7200
Negara (Brunei)                                 673                     $0.4500
Nepal                                           977                     $0.7600
Netherland Antilles                             599                     $0.3000
Netherlands                                      31                     $0.1400
New Caledonia                                   687                     $0.5900
New Zealand                                      64                     $0.1700
Nicaragua                                       505                     $0.5400
Niger                                           227                     $0.5600
Nigeria                                         234                     $0.6500
Niue                                            683                     $0.9300
Norfolk Island                                  672                     $0.5400
North Korea                                     850                     $0.7900
Norway                                           47                     $0.1600
Oman                                            968                     $0.7050
Pakistan (Off-Peak)                              92                     $0.7200
Pakistan (Peak)                                  92                     $0.8000
Palau                                           680                     $0.6600
Panama                                          507                     $0.5400
Papua New Guinea                                675                     $0.4300
Paraguay                                        595                     $0.5900
Peru                                             51                     $0.5400
Philippines                                      63                     $0.3200
Poland                                           48                     $0.2500
Portugal                                        351                     $0.3000
Puerto Rico                                     809                     $0.1420
Qatar                                           974                     $0.7150
Reunion Island                                  262                     $0.4800
Romania                                          40                     $0.4100
Russia                                            7                     $0.3500
Russia - Moscow                                   7                     $0.3500
Russia - Overlay                                                        $1.1100
-------------------------------------------------------------------------------


                                                                                            
Agreement between TELEGLOBE          Effective 6/19/98    Updated 6/19/98                         6/19/98
and IDX International Inc.           TELEGLOBE____, IDX International Inc. _JG_               Page 5 of 7

                                          Confidential and Proprietary


<PAGE>

                                     ANNEX 2
                        DESTINATIONS AND SERVICE PRICING
                     IMTS RATES PER MINUTE IN US DOLLARS FOR
                             IDX INTERNATIONAL INC.

DESTINATIONS                              COUNTRY CODES                RATES
------------                              -------------                -----
Russia - St. Petersburg                      7812                     $0.3500
Rwanda                                        250                     $0.8100
San Marino                                    378                     $0.4100
Sao Tome & Principe                           239                     $0.9050
Saudi Arabia                                  966                     $0.6900
Senegal                                       221                     $0.8500
Serbia                                        381                     $0.4050
Seychelles                                    248                     $0.7300
Sierra Leone                                  232                     $0.6800
Singapore                                      65                     $0.3200
Slovakia                                       42                     $0.2500
Slovenia                                      386                     $0.2250
Soloman Islands                               677                     $0.7000
Somalia                                       252                     $0.8500
South Africa                                   27                     $0.4600
South Korea                                    82                     $0.3000
Spain                                          34                     $0.2500
Spain - Barcelona                             343                     $0.2200
Spain - Madrid                                341                     $0.2200
Sri Lanka                                      94                     $0.7400
St. Helena                                    290                     $0.6600
St. Kitts & Nevis                             590                     $0.4300
St. Lucia                                  809450                     $0.5100
St. Pierre & Miquelon                         508                     $0.2800
St. Vincent & Grenadines                   809456                     $0.5900
Sudan                                         249                     $0.4000
Suriname                                      597                     $0.8300
Swaziland                                     268                     $0.2000
Sweden                                         46                     $0.0950
Switzerland                                    41                     $0.1550
Syria                                         963                     $0.5200
Taiwan                                        886                     $0.3900
Tajikistan                                      7                     $0.4300
Tanzania                                      255                     $0.4800
Thailand                                       66                     $0.4900
Togo                                          228                     $0.6500
Tonga                                         676                     $0.8100
Trinidad & Tobago                          809622                     $0.5550
Tunisia                                       216                     $0.3700
-----------------------------------------------------------------------------


                                                                                            
Agreement between TELEGLOBE          Effective 6/19/98    Updated 6/19/98                         6/19/98
and IDX International Inc.           TELEGLOBE____, IDX International Inc. _JG_               Page 6 of 7

                                          Confidential and Proprietary


<PAGE>

                                     ANNEX 2
                        DESTINATIONS AND SERVICE PRICING
                     IMTS RATES PER MINUTE IN US DOLLARS FOR
                             IDX INTERNATIONAL INC.

DESTINATIONS                              COUNTRY CODES                RATES
------------                              -------------                -----
Turkey                                         90                     $0.3850
Turkmenistan                                    7                     $0.6800
Turks & Caicos Islands                     809941                     $0.4400
Tuvalu                                        688                     $0.6900
Uganda                                        256                     $0.4300
Ukraine                                       380                     $0.3800
United Arab Emirates                          971                     $0.5400
United Kingdom                                 44                     $0.0400
United Kingdom - Mobil                                                $0.1200
Uruguay                                       598                     $0.5800
US Virgin Isl                                 809                     $0.0800
USA - Contiguous                                                      $0.0500
Uzbekistan                                      7                     $0.5600
Vanuatu                                       678                     $0.6800
Venezuela                                      58                     $0.3550
Vietnam                                        84                     $0.8350
Wallis & Futuna                               681                     $0.3800
Western Samoa                                 685                     $0.5800
Yemen                                         967                     $0.6400
Zaire                                         243                     $0.5800
Zambia                                        260                     $0.6100
Zimbabwe                                      263                     $0.3600
-----------------------------------------------------------------------------


                                                                                            
Agreement between TELEGLOBE          Effective 6/19/98    Updated 6/19/98                         6/19/98
and IDX International Inc.           TELEGLOBE____, IDX International Inc. _JG_               Page 7 of 7

                                          Confidential and Proprietary


ClubJuris.Com