CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED
                 BASED ON A REQUEST FOR CONFIDENTIAL TREATMENT

                  OMITTED PORTIONS HAVE BEEN SEPARATELY FILED
                  WITH THE SECURITIES AND EXCHANGE COMMISSION

                                                                     EXHIBIT 4.2

04/01/01

                             Memorandum of Agreement
                International Telecommunications Services between
                            Videsh Sanchar Nigam Ltd.
                                       And
                     CONCERT GLOBAL NETWORK SERVICES LIMITED

                     Accounting Rate and Division of Revenue



This  memorandum  dated April 1, 2001  represents  an agreement  between  Videsh
Sanchar  Nigam  Ltd.  (VSNL)  and  Concert  Global  Network   Services   Limited
("Concert") to apply the following Total  Accounting Rate for Telephone  Service
between VSNL in India and Concert in the United States,  which includes  Alaska,
Hawaii, Puerto Rico and the US Virgin Islands.

EFFECTIVE DATE         ACCOUNTING RATE        CARRIER               CONCERT
---------------       ----------------     ----------------     ----------------
April 1, 2001-
March 31, 2002        $[text redacted]     $[text redacted]     $[text redacted]

The  accounting  rate shall be applied  to each  conversation  minute of use and
shall be shared equally. Minutes of traffic upon which settlements are paid will
be measured using accumulated seconds.

The  concurrence  below evidences the intent of the regional  representative  of
Concert to present this  agreement  for approval by  Concert's  duly  authorized
representative.

This agreement  shall become binding only upon execution by the duly  authorized
representatives  of Concert and VSNL,  and, where  applicable,  upon  submission
and/or acceptance of the agreement by regulatory authorities.


Concurred on behalf of Concert:              Approved on behalf VSNL

/S/ JOY DALLEY                               /S/ S.S. BODH
-----------------------------------          -----------------------------------
Name:    Joy Dalley                          Name:    S. S. Bodh
Title:   Regional Route Management           Title:   General Manager
Date:    APRIL 1, 2001                       Date:    19/4/2001
         --------------------------                   --------------------------

Approved on behalf of Concert:

/S/ MICHAEL KARL FOR
---------------------------------------
Name:    Thomas Luciano
Title:   Vice President, Traffic and Route Management-ICS
Date:    1 JUNE 2001
         -------------------------------------------------