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                        45 ▇. ▇▇▇▇▇▇▇▇ ▇▇▇▇
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                        ▇▇▇▇▇▇▇, ▇▇  ▇▇▇▇▇
                          (▇▇▇) ▇▇▇-▇▇▇▇
February 10, 2000
VIA FEDERAL EXPRESS
Fax (▇▇▇) ▇▇▇-▇▇▇▇
Mr. ▇▇▇▇ ▇▇▇▇▇▇▇▇
C/o Gold & ▇▇▇▇▇ Transfer, S.A.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇.▇.  ▇▇▇▇▇
     Re:     Put Option - Exercise Notice
Dear ▇▇. ▇▇▇▇▇▇▇▇:
Reference is made to that certain Put Agreement, dated September 21, 1999,
between and among ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, Revision LLC,
Total-Tel USA Communications, Inc. and Foundation for the Independent Non-
Governmental Development of Space, as amended (the "Put Agreement").
Capitalized terms used in this letter without definition shall have the
meanings set forth in the Put Agreement.
I hereby give notice of the exercise of the Put Option with respect to my
Designee listed below.  The information required by Sections 2.2(a) to (e) of
the Put Agreement with respect to such Put Holder is set forth below as
follows:
                                         Number of          Purchase
Name of Put Holder                   Shares To Be Sold        Price
▇▇▇▇▇▇ ▇▇▇▇▇▇▇                            5,000           $80,000
                                        ---------------------------
                                          5,000           $80,000
The purchase price payment for the above-referenced shares should be wired
directly to the account number and bank specified below:
     Bank of New York
     ABA: ▇▇▇▇▇▇▇▇▇
     BNF PaineWebber Inc.
     ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
     ▇▇▇▇ ▇▇▇▇▇
     ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
     A/C 8900114096
     To the benefit of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
     Account No. NE-22726
I would like to suggest that the Closing for the purchase and sale
transactions listed above be held on March 10, 2000, at 10:00 a.m. at the
offices of ▇▇▇▇▇▇▇ Berlin Shereff ▇▇▇▇▇▇▇▇, LLP.
Sincerely,
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
WHF:sad
c:     ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, Esq.
       Via Fax (▇▇▇) ▇▇▇-▇▇▇▇