DEFERRED COMPENSATION AGREEMENT

This  Agreement  confirms the  previously  agreed to terms  concerning  deferred
compensation  between  Trilogy  International,  Inc.  ("Company")  and  Carol A.
Berardi the Company's Co-Founder and President ("President")

Whereas,  President was formally  employed by the Company on December 1, 1998 at
an annual salary of $95,000 and

Whereas, President agreed to defer payment of 100 % of her salary for the period
from December 1, 1998 through  March,  1999,  and to defer 25% of her salary for
the period from May 1, 1999 through December 1999 and not demand payment of said
deferred  salary  until such time as the  Company  has been  profitable  for two
consecutive  months and then to accept payment of the accrued salary due at that
time in 4 monthly installments pari pasu with all other employees of the Company
that have made like concessions,

The Company, therefore, has agreed to accrue all such deferred compensation that
may  result  from this  agreement  as a  liability  of the  Company  and/or  its
successors  and/or  assigns and to make  payment to  President  of the amount of
deferred  compensation  accrued at such time as the Company has been  profitable
for two  consecutive  months  and is able to make  payments  to  President  from
positive cash flow generated by the Company.

AGREED______________________               DATE_____________________________
      Carol Berardi, President
      For: Trilogy International, Inc.
           ("Company")

AGREED_______________________         DATE _____________________________
         Dale Hernandez



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