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CONSULTING AGREEMENT

This CONSULTING AGREEMENT, dated as of May 16, 2001 (the "AGREEMENT"), by
and among Carrier1 International S.A., a Luxembourg SOCIETE ANONYME (the
"COMPANY"), and Victor A. Pelson, an individual residing at 9 Woodstone Road,
Chester, NJ 07930 ("Consultant").

WITNESSETH:

WHEREAS, Consultant is currently serving as the Chairman of the Board of
Directors, and is performing such functions as are customary for a non-executive
Chairman of a Luxembourg SOCIETE ANONYME, and;

WHEREAS, in addition to Consultant's role as Chairman, the Company and
Consultant have agreed that it is mutually beneficial for Consultant to provide
additional services to the Company as a consultant;

WHEREAS, the Company desires to receive financial and managerial advisory
services from Consultant, and Consultant desires to provide such services to the
Company;

NOW, THEREFORE, in consideration of the premises and the respective
agreements hereinafter set forth and the mutual benefits to be derived herefrom,
the Company and Consultant hereby agree as follows:

1. ENGAGEMENT. The Company hereby engages Consultant as a consultant, and
Consultant hereby agrees to provide financial and managerial advisory services
to the Company, all on the terms and subject to the conditions set forth below.

2. CONSULTING SERVICES. Consultant hereby agrees, during the term of this
Agreement, to provide to the Company consulting services commensurate with his
status and experience with respect to such matters as shall be reasonably
requested from time to time by the Board. Consultant shall not, by virtue of the
consulting services provided hereunder, be considered to be an officer or
employee of the Company during the Consulting Period, and shall not have the
power or authority to contract in the name of or bind the Company, except as may
be expressly stated in a written delegation of such authority from the Board.
The Services to be provided will not be in connection with the offer or sale to
securities in a capital raising and do not directly or indirectly promote or
maintain a market for the issuer's securities.

3. CONSULTING FEES. (a) The Company agrees to pay to Consultant, as
compensation for the Services to be rendered by Consultant hereunder, a fee of
$16,667 per month (the "Consulting Fee"), payable on the last working day of
each month during the term hereof in arrears commencing on May 31, 2001. For the
period commencing on May 16, 2001 until May 31, 2001 the Company will pay the
fee of on a pro rata basis.

4. GRANT OF OPTIONS. (a) Pursuant to the provisions of the Company's Share
Option Plan 2000 (effective as of March 30, 2000), the Company will grant to
Consultant, subject to the terms and conditions of the Plan and the respective
Option Agreement, unless otherwise specified in the terms and conditions set
forth herein, the right and option (the "Option") to purchase from the Company
250,000 Option Shares at a purchase price equal to US$6.15 (based on the closing
strike price on NASDAQ of US$1.23 on May 15, 2001 multiplied by five times) per
Share plus the amount of any capital duty payable by the Company or the
Consultant in respect of the issuance of such Option Shares (the "Exercise
Price").
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(b) Each Option shall become exercisable for the respective percentage of
the total number of Shares subject to the Option as is set forth opposite the
applicable date below:

On or after the Date of Grant but prior to the first six
(6) month Anniversary of the date of beginning of this
Agreement with the Company (the "Applicable Date") 0%

On or after the first six (6) month Anniversary of the
Applicable Date but prior to the first Anniversary of the
Applicable Date 50%

On the first twelve (12) month Anniversary of the Applicable
Date. 100%
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(c) Notwithstanding the foregoing, each Option shall automatically vest in
its entirety upon the effective date of a Change in Control (as defined in the
Plan).

5. REIMBURSEMENT OF EXPENSES. The Company agrees to promptly pay or to
reimburse Consultant for such travel, lodging and other appropriate expenses
(including travel, lodging and similar expenses for Consultant's spouse) (the
"EXPENSES") as incurred by Consultant in his reasonable judgment in the course
or on account of rendering any Services requested of him hereunder by the Board.
The Consultant may submit periodic expense statements, which shall be payable by
the Company within 30 days of receipt.

6. TERM. The Term of this Agreement shall be for twelve (12) months
commencing on the date hereof, provided that either party may terminate this
Agreement at any time by giving fifteen (15) days written notice to the other
party.

7. INDEMNIFICATION. The Company agrees to indemnify Consultant and hold
harmless Consultant to the fullest extent permitted by law from and against, and
to pay or reimburse, any and all costs, expenses, damages and claims and
personal liability (including judgments, fines, amounts paid in settlement and
out-of pocket expenses, including reasonable attorneys' fees) that may be
incurred by Consultant in the conduct of the business and affairs of the Company
or any affiliate of the Company (including, but not limited to, all costs,
expenses, damages and claims and personal liability arising from any association
with or, services performed for, any person, entity, partnership or corporation
with respect to which the Company has requested, or Consultant requested and the
Company subsequently approved, Consultant to become associated with or to
perform services for (an "APPROVED ENTITY") in any official capacity, PROVIDED
that each participating indemnifying entity of the Company shall be required to
contribute to indemnification of Consultant only to the extent that such
conduct, action or inaction is indemnifiable under the laws of the jurisdiction
of organization of the indemnifying entity and provided further that, with
respect to services performed for an Approved Entity, the indemnifying entity
shall be subrogated to the rights of Consultant against such Approved Entity.
Payment shall be made within 30 days of submission of any bills or other
documents stating the sums due. The Company shall use its reasonable best
efforts at all times during the Consulting Period to maintain appropriate
directors' and officers' liability insurance to support the Company's obligation
to indemnify Consultant.

8. DISPUTES. Any controversy or claim arising out of or relating to this
Agreement, or any breach thereof, shall be settled by arbitration in accordance
with the rules of the American Arbitration Association then in effect in the
State of New York, and judgment upon such award rendered by the arbitrator(s)
may be entered in any court having jurisdiction thereof. The arbitration shall
be held in New York City, State of New York. The cost of the arbitration shall
be borne by the Company.

9. LEGAL FEES. Upon submission by Consultant of an itemized bill, the
Company shall reimburse Consultant on a monthly basis for all legal fees and
other expenses reasonably incurred by Consultant to obtain any benefit or
enforce any right accorded to Consultant under the Agreement or to defend any
claim against Consultant brought by the Company to enforce any provision of this
Agreement.

10. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York, without reference to
principles of conflict of law that would require the application of the law of
another jurisdiction, and the invalidity or unenforceability of any provisions
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hereof shall in no way affect the validity or enforceability of any other
provision. The Company and Consultant hereby irrevocably submit to the
jurisdiction of the courts of the State of New York and the Federal courts of
the United States of America, in each case located in the State, City and County
of New York, solely in respect of the interpretation and enforcement of the
provisions of this Agreement, and hereby waive as a defense, and agree not to
assert as a defense, in any action, suit or proceeding for the interpretation or
enforcement hereof, that it is not subject thereto or that such action, suit or
proceeding may not be brought or is not maintainable in such courts or that the
venue thereof may not be appropriate or that this Agreement may not be enforced
in or by such courts, and the parties hereto irrevocably agree that all claims
with respect to such action or proceeding shall be heard and determined in such
a Federal court. The Company and Consultant hereby consent to and grant any such
court jurisdiction over the person of such parties and over the subject matter
of any such dispute and agree that mailing of process or other papers in
connection with any such action or proceeding in the manner provided in
Section 13 below, or in such other manner as may be permitted by law, shall be
valid and sufficient service thereof.

11. COUNTERPARTS. This Agreement may be executed in several counterparts,
each of which shall be deemed an original and all of which shall together
constitute one and the same instrument.

12. MISCELLANEOUS. The headings contained in this Agreement are for
reference purposes only and shall not affect in any way the meaning or
interpretation of this Agreement. No amendment, modification, supplement or
discharge of this Agreement, and no waiver hereunder, shall be valid or binding
unless set forth in writing.

13. NOTICES. Any notices or other communication required or permitted to be
given or made under this Agreement by one party to the other parties shall be
sufficient if in writing and if delivered in hand or sent by registered or
certified mail to the Consultant at the last address filed in writing with the
Company or, in the case of the Company, at the address noted above.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the
date first above written.

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CARRIER1 INTERNATIONAL, S.A.

By: /s/ STIG JOHANSSON
-----------------------------------------
Stig Johansson
DIRECTOR

By: /s/ JONATHAN E. DICK
-----------------------------------------
Jonathan E. Dick
DIRECTOR
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CONSULTANT

By: /s/ VICTOR A. PELSON
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Victor A. Pelson
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