DEFERRED COMPENSATION AGREEMENT

This  Agreement  confirms the  previously  agreed to terms  concerning  deferred
compensation  between  Trilogy  International,  Inc.  ("Company")  and Dr.  Jane
Bicks("Employee").

Whereas,  Employee was hired on April 1, 1999 at an annual salary of $100,000.00
and

Whereas,  Employee  agreed to defer  payment of 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 issue to Employee
2,000 Shares of Trilogy  International  Common  Stock and to accrue  interest on
said deferred  salary at an annual rate of 12% from September 1, 1999 until paid
as consideration for the above salary concessions made by Employee.

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

AGREED_______________________         DATE _____________________________
         Jane Bicks



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