DEFERRED COMPENSATION AGREEMENT

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

Whereas,  Employee  was  hired  on  December  1,  1998 at an  annual  salary  of
$100,000.00 and

Whereas,  Employee  agreed to defer  payment of 25% of his 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 3,000 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 _____________________________
        Stephen Berardi


                        DEFERRED COMPENSATION AGREEMENT

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

Whereas, Employee relocated from New Jersey and worked with the Company from May
1998 through November, 1998 for nominal consideration, and

Whereas,  Employee was formally hired on December 1, 1998 at an annual salary of
$100,000.00 and

Whereas,  Employee  agreed to defer payment of 100% of his salary for the period
from  December 1, 1998 through  March 31, 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  50,000  Options to
purchase  Trilogy  International  Common Stock @ $.25 per share as consideration
for the above salary concessions made by Employee.

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

AGREED_______________________         DATE _____________________________
         Stephen Berardi



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