Transtel SA · F-4/A · On 3/5/99 · EX-10.33

Filed On 3/5/99   ·   SEC File 333-49871   ·   Accession Number 940180-99-246

Pre-Effective Amendment to Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction   ·   Form F-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-4/A       Form F-4 Amendment No. 2                             237  1,464K 
 2: EX-10.28    Global Telepalmira Iii Lease                          21     61K 
 3: EX-10.29    Global-Unitel Iii Lease                               21     61K 
 4: EX-10.31    Global-Telepalmira Iv Lease                           20     61K 
 5: EX-10.32    Global-Bugatel Iv Lease                               21     61K 
 6: EX-10.33    Global-Telegirardot Iv Lease                          21     61K 
 7: EX-10.34    Global-Telecartago Iv Lease                           21     61K 
 8: EX-21.1     List of Subsidiaries of Transtel S.A.                  1      5K 
 9: EX-23.1     Consent of Pricewaterhousecoopers                      1      6K 

EX-10.33   ·   Global-Telegirardot Iv Lease

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                                                                   EXHIBIT 10.33

INTERNATIONAL LEASING AGREEMENT 

BETWEEN GLOBAL TELECOMUNICATIONS OPERATIONS INC. AND EMPRESA DE 
TELECOMUNICACIONES DE GIRARDOT S.A E.S.P. 

By and between the undersigned FELIPE GARCIA ECHEVERRI, a Colombian citizen of  
legal age resident in Santafe of Bogota D.C. identified as it shown under his   
signature acting under a power of attorney for GLOBAL TELECOMUNICATIONS         
OPERATIONS INC, a corporation with business office in Pasea Estate Road Town    
Torola, constituted according to the effective laws of the British Virgin       
Islands, United Kingdom by virtue of registration No. 170407 according based on 
the decree on corporations of international business herein THE LESSOR on one   
hand and for the other hand JORGE ENRIQUE MARTINEZ OCAMPO, of legal age,        
resident in Cali, identified as listed below his signature acting in his quality
as the legal representative ( substitute) of the society EMPRESA DE             
TELECOMUNICACIONES DE GIRARDOT S.A. E.S.P. a commercial corporation constituted 
by Public Deed No. 1658 subscribed on December 31, 1997, at Notary Public Second
of Girardot with business office in Girardot Department of Cundinamarca,        
Republic of Colombia, with Nit 808.000.875-9, circumstances credited with the   
certificate of incorporation and representation, issued by the Chamber of       
Commerce of Girardot attached to this contract herein THE LESSEE the parties    
herein have subscribed an International Financial Lease or International Leasing
International in the infrastructure modality, which will be regulated by the    
following clauses, taking into account the following:                           

Considerations

FIRST:  For the purpose of this contract, THE LESSEE, with the purpose of       
acquiring the productive use of the goods described below, having discussed and 

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studied, the goods objective of this contract with all and each of its          
characteristics and specifications and equally has selected SIEMENS             
AKTIENGESELLSCHAFT, company from Germany, as the supplier of the goods.         

SECOND:  That THE LESSEE has requested THE LESSOR to acquire the property of the
goods object of this Contract, to be delivered to THE LESSEE under the title of 
Financial International Leasing, with the purpose of having such party exploit  
the goods economically in Colombia.                                             

THIRD:  That THE LESSOR declares that it is the owner of the goods object of    
this contract which tariff position is 85.25.20.10.00 and constituted by        
Emission Equipment With receiver apparatus incorporated with radio telephony,   
and switching equipment for 3,155 wireless telephone lines, which basic         
components constitute a functional unit in the terms foreseen in Note 4-Section 
XVI of the Customs Tariff and whose main function is carried out by an automatic
apparatus for telephone switching whose detailed description is listed in the   
Technical Exhibit Attached to this Contract.                                    

In consequence the PARTIES have celebrated this contracts as per the following  
clauses:                                                                        

FIRST:  DEFINITIONS.  The terms used in this Contract, may they be in singular  
or in plural, in present, future, or past, they will have the meaning that has  
been assigned to them in the present clause.  The terms that are not            
specifically defined in this clause, will be understood in the average and usual
sense that they have in the corresponding technical language, or in natural and 
obvious language according to the general use of them.                          

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1.1. PARTIES                                                                    

A party is each one of the two contractual extremes in this agreement:  THE     
LESSOR and THE LESSEE and Parties are the two extremes, one and the other.      

1.2.  FINANCIAL LEASE OR LEASING                                                

Contract through which a party, so called THE LESSOR grants another party, so   
called THE LESSEE, the use and possession of a good, in exchange for a periodic 
payment so called rent, with the option of acquiring it when the term the       
contract expires.                                                               

1.3. INTERNATIONAL FINANCIAL LEASE OR INTERNATIONAL LEASING (CROSS BORDER       
LEASING)                                                                        

Contract of financial lease or leasing is the one through which each of the     
parties by virtue of their location, are subject to different legal systems.    

1.4.  RENT                                                                      

Amount of money that should be paid by THE LESSEE periodically TO THE LESSOR for
the use and possession of an asset which belongs to the other party.            

1.5.  OPTION TO PURCHASE                                                        

Essential element of the contract for FINANCIAL LEASE OR LEASING which consists 
on the ability THE LESSEE has to acquire the asset delivered to it under the    
title of financial lease at the expiration of the respective contract.          

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1.6.  VALUE OF ACQUISITION                                                      

It is the amount of money that should paid by THE LESSEE when exercising the    
purchase option to acquire the property of the asset delivered under the title  
of financial lease or leasing.                                                  

1.7.  ASSETS                                                                    

Group of elements or items on which are the objective of this contract of       
financial lease or leasing and mentioned under Clause Third.                    

SECOND:  OBJECTIVE.  This contract considers as its objective, the delivery     
under the title of financial lease or leasing made by THE LESSOR to THE LESSEE  
of assets objective of this agreement, that the first party has acquired, so    
that THE LESSEE uses the assets and has them in its possession during the term  
of this agreement, with the possibility of exercising a purchase option when    
term of the contract expires.                                                   

THIRD:  ASSETS OBJECTIVE OF THE CONTRACT.  THE LESSOR gives THE LESSEE under    
title of financial lease, the possession of the following goods: Emission       
equipment with receiver incorporated apparatus for radio telephony.  Switching  
equipment for 3,155 wireless telephone lines whose basic components constitute a
functional unit in the terms contained in Note 4 - Section XVI of the custom    
tariff and whose main function is carried out through an automatic apparatus of 
telephone switching whose detailed description is listed in the technical       
exhibit attached to this contract.                                              

FIRST PARAGRAPH                                                                 

THE LESSEE acknowledges having received at its complete satisfaction under a    
leasing title or financial lease the goods before mentioned.                    

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SECOND PARAGRAPH                                                                

For all legal effects the PARTIES acknowledge that it is understood and         
contained in this Contract any mechanism or piece used as an accessory in the   
equipment leased or any such piece which may be added in the future.            

FOURTH:  IMPORTS.  For all legal purposes the goods object of this contract has 
been acquired by THE LESSOR in the Federal Republic in Germany and they will be 
imported by THE LESSEE to the Republic of Colombia agreeing under this contract 
to the obligation and exact execution of the legal requirements and regulations 
which govern the import of goods to the Republic of Colombia.  In particular,   
THE LESSEE is specifically forced to the constitution of guarantees required by 
law, and the timely submission of the purchase invoice and the corresponding    
customs declaration in conformity with the effective legal dispositions and to  
the opportune payment of the customs taxes (among others import rights, taxes   
and other applicable obligations to the leased goods) and in general to the     
execution of all customs and fiscal duties, within the terms and under the legal
conditions.  If because of legal reasons, the authorities mandate requirements  
or official liquidations or require payment of any custom or fiscal obligation  
directly to THE LESSOR in its condition as the owner, THE LESSEE agrees to an   
obligation to assume the costs and expenses directly including lawyers fees, if 
such is the case, corresponding to responding to requirements from the          
administration, appeals against official liquidations and especially to         
reimburse THE LESSOR the value of costs and expenses including, if such is the  
case the import rights, taxes, fines and other obligations that the party has   
had to pay in execution of all customs and fiscal duties.                       

FIRST PARAGRAPH                                                                 

THE LESSEE acknowledges to be fully aware and acquainted with the Customs and   
Fiscal Regime of Colombia, valid in the date on which this contract is          

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subscribed and legalized, and agrees to its execution within the terms and      
conditions set by the law.                                                      

SECOND PARAGRAPH                                                                

THE LESSOR or a third party, that it may designate is authorized to pay the     
value of all the customs and fiscal tariffs corresponding to importing the goods
when THE LESSEE does not comply with this obligation on his behalf.  In all the 
events THE LESSEE will notify and demonstrate payment of such tariffs to THE    
LESSOR within the term of twenty-four (24) hours following payment of same ones.
The non fulfillment of this obligation will cause the application of sanctions  
contained in CLAUSE TWENTY SIXTH.                                               

FIFTH:  DISCHARGE OF RESPONSIBILITY AND COMPENSATION.  THE LESSEE declares that 
it has selected the leased equipment and correspondingly the manufacturing      
supplier such.  THE LESSOR will not respond for late delivery of the good for   
causes attributable to supplier or manufacturer for any other cause or          
circumstance, neither for any damage, defect, differs with the specifications or
by mistake of the manufacturer, or supplier or merchant in assembly or correct  
installation of the equipment.  If the manufacturer does not deliver the goods, 
THE LESSOR is released of all responsibility and it will be reimbursed by THE   
LESSEE by the direct expenses or indirectly incurred for the acquisition of the 
equipment or as a consequence of this contract, including the price of the      
leased goods and any losses, advances, taxes, rights, commissions, freight,     
transportation expenses or any other type .of expenses paid.                    

SIXTH:  SUBROGATION.  THE LESSEE is subrogated THE LESSOR'S rights vis a vis the
manufacturer or supplier derived from the contract of sale and purchase of the  
equipment, THE LESSEE being able to demand from the manufacturer or supplier    
directly the compliance with the referred contract of purchase and sale or to   
request the resolution of the same one, with indemnity of                       

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damages. In any event, in case of resolution of the sale and purchase contract, 
THE LESSEE will have to indemnify THE LESSOR, for all the expenses as stated in 
the previous Clause.                                                            

SEVENTH:  REPAIR IN CASE OF EVICTION.  The parties herein agree THAT THE LESSEE 
discharges THE LESSOR of the reparation of the goods leased, recognizing that it
is not responsible for the hidden inconveniences or expressed ones in operation,
yield or of any other type that affects this asset.  THE LESSEE will reimburse  
THE LESSOR as agreed in the Clause Twenty Sixth in case this contract is        
terminated due to hidden inconveniences or operation, yield or any other type   
that affects this asset.  THE LESSEE will reimburse THE LESSOR in the form      
agreed in the Clause Twenty Sixth in case this Contract is terminated due to    
inconveniences of the leased goods.  In the supposition that the manufacturer or
supplier substitutes the goods for others that don't have any defects, these    
goods shall be part of this contract therefore, all reference to the leased     
goods that is made in this Contract will be applied to the new goods given in   
substitution for which THE LESSEE agrees to sign an addendum and to incorporate 
this way the goods given in substitution to the legal regime of the relationship
obtained by means of this contract.                                             

EIGHTH:  In the event of any conflict between THE LESSEE and the manufacturer or
supplier in virtue of the previous clauses THE LESSEE shall continue THE LESSOR 
the rent agreed upon in this contract while it is effective.                    

NINTH:  PROTECTION TO HE PROPERTY.  THE LESSEE agrees to the obligation to      
inform third parties that the full and exclusive property of the goods object of
this Contract resides in THE LESSOR.  In consequence, in all event of judicial  
or administrative measures which may affect the right on the property of the    
good, such as seizures, precautionary measures, seizure, retention or similar   
circumstances or in the event of convocation or preventive concordat, bankruptcy
or taking possession of THE LESSEE'S goods.  This party has an obligation to    

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submit this Contract as proof of being mere holder of the goods object of the   
contract, and to notify THE LESSOR within the three (3) following days from to  
the date on the occurrence of the circumstances so that this it adopts the      
measures that it may consider appropriate.  In any event, THE LESSEE is under an
obligation from now on to cover by its sole risk, all the expenses required to  
defend the possession and exercise of the property on the goods for THE LESSOR, 
without prejudice of the other obligations by means of this contract.           

TENTH:  TERM.  THE LESSOR confers the mere holding of the goods object of this  
contract to THE LESSEE during the term of TWELVE (12) years starting from the   
date of the minute which certifies the operation of the equipment object of this
contract.  The minute to be issued shall be made by THE LESSEE.                 

ELEVENTH:  RENT.  THE LESSEE agrees unconditionally and without the need to     
receive any requirements to pay to THE LESSOR during the validity of this       
contract a rent biannual payable per semester once it is due, during the twelve 
(12) years of validity of the contract, amounts that will become due in the     
first five days of each semester due being equal then to twenty four            
installments (24) according to the following flow:                              

Total Amount of Installment                Installment No.              

0.00                                0       

379043.91                                1            

249955.49                                2            

244087.83                                3            

238220.18                                4            

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Total Amount of Installment                Installment No.              

232352.52                                5            

226484.87                                6            

220617.21                                7            

214749.56                                8            

208881.90                                9            

203014.25                               10            

197146.59                               11            

191278.93                               12            

185411.28                               13            

179542.62                               14            

173675.97                               15            

167808.31                               16            

161940.66                               17            

156073.00                               18            

150205.35                               19            

144337.69                               20            

32056.63                               21           

30897.76                               22           

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Total Amount of Installment                Installment No.              

29738.90                                23            

28580.04                                24            

FIRST PARAGRAPH                                                                 

The rental payments of this contract of LEASING shall start being paid on behalf
of THE LESSEE six months after having submitted the last declaration of imports 
of equipment.                                                                   

SECOND PARAGRAPH                                                                

This amount will be readjusted proportionally, if at arrival to the national    
territory its CIF cost (cost of merchandise plus insurance and freight)         
increases or diminishes in connection with the cost CIF cost originally budgeted
which serves as the base for the determination of the initial rent.  In this    
case the variation will be made applying the applicable factor at the cost      
finally budgeted times the real CIF cost of the merchandise.  Also, the rent    
will be adjusted biannually according to the percentile variation suffered by   
the preferential interest rate of the London market (Libor) between the first   
and the last business day of each quarter immediately previous to that for which
the readjustment is made.  THE LESSEE is forced to verify that previous         
acquisition of the corresponding foreign currencies in the Colombian exchange   
market with full compliance of legal requirements, shall pay the amounts owed in
every term, and this shall be confirmed in writing, by telegram, telefax, letter
or fax on the day rent payment is due as agreed in the lease.                   

TWELFTH:  LATE PAYMENTS.  In the event of delay by THE LESSEE in payment of the 
sums of money he owes by virtue of this contract, THE LESSEE                    

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shall pay to THE LESSOR, without the need of receiving a requirement on that    
respect a late payment interest, similar to the rate Libor plus (4%) annual     
calculated from the due date until the date when THE LESSEE has credited payment
THE LESSOR'S bank account. In case that there are two or more rental payments   
delayed, THE LESSEE shall pay THE LESSOR the sum indicated here corresponding to
each of these periodic rental payments. Payment of this fine does not terminate 
the main duty of THE LESSEE's since such fine is due for late payment and it    
does not alter THE LESSOR'S right of alleging the noncompliance of the contract 
neither the application of the sanctions agreed upon Clause Twenty Sixth.       

FIRST PARAGRAPH                                                                 

Tolerance of THE LESSOR in receiving delayed rental payments does not imply an  
extension of agreed terms for compliance of duties by THE LESSEE under this     
Contract.                                                                       

SECOND PARAGRAPH                                                                

The lease rent cannot be decreased based in the argument of deterioration or    
obsolescence of the equipment, events which are assumed by THE LESSEE without   
decreasing its obligations vis a vis THE LESSOR.                                

THIRD PARAGRAPH                                                                 

The obligation of paying rentals on behalf THE LESSEE will not terminate by the 
fact of ceasing temporary or definitively operation of the leased equipment or  
due to repair, transference, transformation, strike or a catastrophe at the     
corporation, and in general for any non attributable cause to THE LESSOR.       

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FOURTH PARAGRAPH                                                                

To support the obligation of paying the rent THE LESSEE shall granted in favor  
of THE LESSOR the guarantees it may demand.                                     

FIFTH PARAGRAPH                                                                 

THE LESSEE resigns the formalities of receiving a requirement expressly to fall 
in a late payment in the event of delay or non compliance of the obligations    
agreed upon in this contract and accepts from now on as full proof of any       
nonfulfilment the communication addressed to this party by THE LESSOR or to the 
application filed vis a vis the competent authority to obtain its rights.       

THIRTEENTH:  Amendments to the Contract: THE LESSEE accepts from now on the     
dispositions made by THE LESSOR on the quarter installments or the purchase     
option, fines, sanctions and any other values with respect to the contract in   
compliance with the legal regulations at the time of agreeing upon the          
amendment.                                                                      

FOURTEENTH:  GUARANTEES.  THE LESSEE has an obligation to maintain the goods    
object of this contract against all risks, and during the term of the contract  
with an insurance company accepted previously by THE LESSOR, up to an amount    
equivalent to its commercial value settling as beneficiary of the insurance THE 
LESSOR.  Likewise, THE LESSEE will insure the equipment against civil           
responsibility for damages that its operation may physically cause to third     
parties and their properties for an amount which cannot be less than the value  
recommended for this type of equipment.  It is understood that THE LESSEE is and
will continue being the only one responsible vis a vis third parties for damages
the equipment may cause.  THE LESSEE has an obligation to pay insurance         
installments within a term of ten (10) days after the date of such insurance    
contracts or the date on which they are renewed.                                

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FIRST PARAGRAPH                                                                 

THE LESSEE authorizes THE LESSOR without implying an obligation or              
responsibility for himself, so that THE LESSEE hires insurance or renewals on   
her account and risk, and or pays the respective insurance premiums with the    
purpose of maintaining effective policies protecting the equipment.  In the case
that THE LESSOR pays on behalf of THE LESSEE the insurance policies, THE LESSEE 
has the obligation to pay THE LESSOR within a term of two (2) following days    
from receipt of the collection bill the amount of money paid on his account.    
The non compliance to any of the obligations assumed under this CLAUSE will be a
cause so that THE LESSOR can terminate this Contract with the consequences      
contained in Clause Twenty Sixth.                                               

SECOND PARAGRAPH                                                                

Any total or partial disaster shall not suspend neither it will interrupt nor   
change expiration of terms.                                                     

FIFTEENTH:  Responsibility of THE LESSEE.  THE LESSEE is responsible for any    
deterioration of the equipment and or any losses, whichever may be the cause,   
even when this cause comes from force majeur or chance.  In any event of        
deterioration or losses, THE LESSEE shall immediately notify THE LESSOR and at  
its option may use one the three following possibilities :                      

1.  To authorize THE LESSEE so that at its own risk recovers the equipment and  
has it under good operating conditions at the opinion of THE LESSOR, within the 
term he indicates.  It is understood that the repairs can be made only by the   
manufacturer of the equipment of its representative in the country, unless THE  
LESSOR under special circumstances authorizes the repair work in writing under  
other conditions.  The spare parts shall be technically appropriate and for no  
reason its adaptation shall mean an original change of the leased equipment.    

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2.  To accept that that THE LESSEE on her own account replaces the equipment    
within the term indicated by THE LESSOR for another for another under similar   
presentation conditions, maintaining his initial operation at his satisfaction. 
The same equipment in any event, shall immediately be subject to this lease     
contract.                                                                       

3.  To demand THE LESSEE to pay THE LESSOR the resulting amount of multiplying  
the value of the rent times the number of rentals to be paid from the time when 
the damage or loss occurred until the expiration of the contract.               

SIXTEENTH:  CONSERVATION AND MAINTENANCE.  The equipment shall only be used by  
THE LESSEE and personnel at its service, which agrees on her own account and    
risk to cover the expenses required for conservation of the goods object of this
contract to maintain them in perfect shape, except for the normal deterioration 
for its appropriate use.  The equipment shall be used according to the purpose  
for which it is intended with the proper care and diligence required for its    
normal conservation and good operation.  The normal use of the equipment shall  
be the one established by the supplier or manufacturer and THE LESSEE agrees to 
subscribe with such manufacturer or supplier or with the person authorized by   
this party the Contracts for maintenance that contributes to the conservation   
and good operation of the equipment.  Additionally THE LESSEE agrees to fulfill 
all the laws, conventions, ordinances, resolutions, regulations or any other    
disposition which regulates or which may be related to the use and maintenance  
of the equipment, may they be regulations at national, international, municipal 
or that they have been approved by the country in whose territory the equipment 
is located.                                                                     

SEVENTEENTH:  RIGHT OF INSPECTION.  THE LESSOR reserves the right to inspect the
equipment at any time, to check if operating conditions and maintenance of the  
equipment are satisfactory.  To achieve this purpose and without implying any   
obligation for THE LESSOR, he is free to visit THE LESSEE'S facilities or the   
place where the equipment is located and can                                    

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recommend in writing that the proper and required measures are taken if he      
considers these are necessary and convenient to maintain it in good operation   
state, which shall be accepted by THE LESSEE immediately. In case THE LESSEE    
doesn't adopt the measures required by THE LESSOR, IT MAY DECIDE TO terminate   
this CONTRACT and it will be entitled to demand, in addition to the immediate   
return of the equipment, the compensation contained in Clause Twentieth Sixth.  
In any event, THE LESSOR will not be responsible for any cost, expense or loss  
of revenues corresponding to inspection visits or compliance of his             
recommendations, unless the leased equipment suffers damage attributable        
directly to the person making the visit on behalf of THE LESSOR.                

EIGHTEENTH: CESSION OF THE CONTRACT AND SUBLEASE OF EQUIPMENTS ON BEHALF OF THE 
LESSEE.  Unless expressed there is a previous and written authorization issued  
by THE LESSOR, THE LESSEE cannot grant the equipment in a sublease agreement not
deliver it to third parties for its exploitation under any contractual means,   
neither to give this way contract under any circumstance, even in the case of   
existing such authorization, THE LESSEE will continue being fully responsible   
with the grantee or sub-THE LESSEE vis a vis THE LESSOR.                        

NINETEENTH:  Cession of the Contract on behalf of THE LESSOR: The rights derived
from this contract may be assigned fully or partly by THE LESSOR or deliver them
as a guarantee for credits.  THE LESSEE accepts from now on cession and or      
pledge once the party has received an extra-judicial notice of such cession or  
pledge.                                                                         

TWENTIETH:  RIGHT OF RETENTION.  THE LESSEE expressly resigns to the right of   
retention at any title or for any cause it could have on the equipment.         

TWENTY FIRST:  ANTICIPATED PAYMENT.  Any advanced payment, deposit of option or 
extraordinary payment that THE LESSOR made before the date on                   

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which the contract was signed shall be on behalf of THE LESSEE and it shall     
generate interests at the Libor rate of the week, plus two (2) points due month.

TWENTY SECOND:  LICENSE AND OPERATION PERMITS.  THE LESSEE agrees to the        
obligation to obtain all permits and licenses required by the Colombian law for 
the operation of the goods object of this contract.                             

TWENTY THIRD:  TAXES AND FINES.  All taxes which are a burden to the goods      
object of this contract, as well as fines to be imposed as a result of its      
irregular or illegal operation, will be paid exclusively by THE LESSEE.  If new 
taxes are imposed which are a burden or increased the tributary burden that THE 
LESSOR has in connection with this contract increase, THE LESSEE agrees on the  
obligation from now on to assume such higher taxes exclusively paying on behalf 
of THE LESSOR.                                                                  

TWENTY FOURTH:  LOCATION OF THE GOODS.  The goods object of this contract will  
remain inside the territory of the Republic of Colombia.  THE LESSEE agrees on  
the obligation to notify THE LESSOR in writing within the three following days  
after changing its location reporting the new location of the goods.            

TWENTY FIFTH:  TERMINATION.  This contract shall terminate for the following    
causes:                                                                         

25.1.  By mutual agreement by the parties;                                      

25.2.  Due to expiration of the term agreed.                                    

25.3.  Due to a unilateral decision made by THE LESSOR at any time before       
expiration of the term, without the need of having a judicial declaration and   
also                                                                            

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demanding from THE LESSEE to return the team in any event of non fulfillment of 
this contract and especially in the following ones:                             

a) Due to late payment or non payment of the rent and custom tariffs in a term  
or more.                                                                        

b) Due to non proper use of the leased equipment which denaturalizes its        
original function or which can cause in the opinion of THE LESSOR deterioration 
different to the normal according to its technique and use.                     

c) For omission of warnings which should send to THE LESSOR in the case of      
damage or destruction of the leased equipment.                                  

d) For ignoring THE LESSOR'S instructions on approach and opportunity for       
repairs required by leased equipment during this contract by cause.             

e) The fact of trying to burden with any kinds of burdens or guarantees the     
leased equipment and in any event, when it is affected by legal or preventive   
actions, in case of proceedings which do not pertain to THE LESSOR.             

f) In case of sub-leasing or delivering the equipment to third parties for      
exploitation under any contractual modality or to transfer this contract without
THE LESSOR'S expressed, previous and written authorization.                     

g) For not protecting the goods object of this contract through insurance       
corporations as per the terms agreed upon in this contract.                     

25.4.  For any other causes stated in applicable laws to this contract.         

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25.5.  For bankruptcy, preventive concordat, or taking of possession of goods   
belonging to THE LESSEE or for been accused in a legal suit by third parties    
judicially, involving the goods object of this contract. In these events THE    
LESSOR may charge the pending rents except that THE LESSEE creditors propose his
substitution granting guarantees at satisfaction of THE LESSOR.                 

25.6.  In case of loss or damage of the equipment which may affect its normal   
operation and                                                                   

25.7.  In case of dissolution and liquidation of THE LESSEE.                    

TWENTY SIXTH:  SANCTION FOR NONFULFILMENT.  When THE LESSOR is forced to        
terminate this contract according to the previous Clause, THE LESSEE shall pay  
THE LESSOR as a sanction for non fulfillment, in addition to the amounts due as 
stated in Clause Eleventh, an amount equivalent to rental payments agreed upon, 
which have not been covered, and have not been caused.  Payment of fine, does   
not extinguish the obligation of returning the equipment, neither THE LESSOR,   
will lose the right of demanding the Compensation for damages which have been   
caused by THE LESSEE'S non fulfillment.                                         

TWENTY SEVENTH:  REFUND OF THE EQUIPMENT.  At termination of the contract due to
a cause different to the expiration of the term, the equipment shall be returned
to THE LESSOR in the same state of good operation in which THE LESSEE received  
it except for the derived natural deterioration of common good use.  Refund of  
the equipment shall be made by THE LESSEE during the five (5) following days to 
termination, otherwise, it will incur in a daily fine in favor of THE LESSOR.   
Payment of this fine does not extinguish the duty of returning the leased       
equipment.  The refund will be made in the place that THE LESSOR designates and 
THE LESSEE shall pay for the expenses this refund causes including those        
corresponding to removal, transportation and installation.                      

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TWENTY EIGHTH:  OPTION OF ACQUISITION.  Subject to the term of this contract and
to the condition that it has been completely fulfilled for THE LESSEE, THE      
LESSOR grants THE LESSEE the option of acquiring once this contract terminates  
the property of the goods object of this contract, option accepted by THE LESSEE
committing to exercise, under the following stipulations:                       

1.  Price US $27,846.50                                                         

2.  Payment Term: Payable at the end of the lease term: Twelve years.           

TWENTY NINTH:  INTERPRETATION.  This contract is governed for interpretation as 
follows:                                                                        

1.  As per the clauses of this contract.                                        

2.  As per the laws of the United States of America that regulate the financial 
lease contract.  However, with respect to recovery of leased goods the Colombian
legislation shall be applied.                                                   

3.  In case of lacking a special regulation on the subject the laws agreed upon 
at the UNIDROIT Convention shall apply on International Leasing.  These were    
approved in Ottawa, Canada on May 26, 1988, by virtue of Article 7 of the       
Commerce Code of Colombia.                                                      

THIRTIETH:  ARBITRATION.  All disagreements derived from contract will be       
resolved definitively by an Arbitration Tribunal constituted by three (3)       
arbitrators one appointed by each one of the parties and another by the         
International Chamber of Commerce, National Committee of Colombia - New York.   
This decision will be made according to the law.  The place of the arbitration  
will be                                                                         

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Santafe de Bogota, D.C. The official language to be used during the arbitration 
proceeding will be Spanish. The process to appoint the arbitrator as well as the
development of the arbitration will be governed by the regulation on            
conciliation and arbitration of the International Chamber of Commerce.          

THIRTY FIRST:  ACTIONS AND PROCEDURES.  The original copy of this contract      
serves for executive merit with respect to the clear duties agreed upon therein,
when these become accrued according to the contract and the Colombian           
legislation.                                                                    

The first copy will serve as base for the effects of the registration in the    
case that, given the nature and legal regime of the goods object of this        
contract requires.                                                              

The second copy of this contract serves to demand the actions by THE LESSOR to  
recover the possession of the goods object of the contract.                     

THIRTY SECOND:  NOTICES.  Any notices or communications which should be made to 
THE LESSOR, according to this Contract, can be given or to be made though       
registered mail to P.O.Box No. 10159 in CALI or to any other addresses that the 
party may indicate.  On the other hand, any notice or notification that should  
be made according to this Contract or to be given TO THE LESSEE can be made     
sending it by registered to the following address Kra 11 No. 18-23 Girardot,    
Cundinamarca.                                                                   

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In consequence this contract is subscribed and legalized in Cali, on September  
1, 1998.                                                                        

/s/ Felipe Garcia Echeverri                                                     
---------------------------                                                     

Global Telecommunications Operations Inc.                                       

THE LESSOR                                                                      

FELIPE GARCIA ECHEVERRI                                                         

c.c. 80.409.281 of Usaquen                                                      

Special manager                                                                 

TeleGirardot S.A. E.S.P.                                                        

THE LESSEE                                                                      

/s/ Jorge Enrique Martinez Ocampo                                               
---------------------------------                                               

Jorge Enrique Martinez Ocampo                                                   

C.C. Not. 7.506.436 of Armenian                                                 

Representative Legal Substitute                                                 

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Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This F-4/A Filing		Date		First		Last			Other Filings
		12/31/97		1
		9/1/98		21
Filed On / Filed As Of		3/5/99
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