DEFERRED COMPENSATION AGREEMENT

This  Agreement  confirms the  previously  agreed to terms  concerning  deferred
compensation between Trilogy  International,  Inc. ("Company") and Debbie George
("Consultant").

Whereas,  Consultant  was retained on December 1, 1998 at an monthly  consulting
fee of $3,000 and

Whereas,  Consultant  agreed to defer payment of 100 % of her fees ($12,000) for
the period from December 1, 1998 through March,  1999, and not demand payment of
said  deferred fees 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  in the same  manner  as the  employees  of the
Company that have made like concessions.

Further,  the Company  has issued to the  Consultant  3,334  Options to purchase
Trilogy International, Inc Common Stock @ $.25 per share.

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

AGREED_______________________         DATE _____________________________
         Debbie George



                                      278