BETWEEN

                                                                   Exhibit 10.4

           SHAREHOLDERS AGREEMENT AMONG THE SHAREHOLDERS OF FIRSTMARK
                           COMMUNICATIONS FRANCE SAS


In Paris, as of 21 January 2000


                                     BETWEEN


(a)   THE ONE PARTY,

      FIRSTMARK COMMUNICATIONS EUROPE, S.A., a Company validly incorporated and
      existing under and pursuant to the laws of Luxembourg, with registered
      address in Xxx xx Xxxx Xxxxx, 0, X-0000, Xxxxxxxxxx, and entered in the
      Companies Register under number B65610 (hereinafter, "FMCE").

      FMCE is represented in this act by Xx. Xxxxx Xxxxxx Xxxxxxx, of legal age,
      with Passport number 000000000, with professional address in Xxxxxxx
      Square House, 10-12, Xxxxxxx Xxxxxx, Xxxxxx XX0X 0XX, Xxxxxx Xxxxxxx, in
      his capacity as attorney of the same.

(b)   THE OTHER PARTY,

      SUEZ LYONNAISE DES EAUX, a SOCIETE ANONYME with share capital of
      1,970,199,490 Euros whose head-office is at 00 xxxxxx xx xx Xxxxxxx, 00000
      Nanterre, and registered at the Commercial and Corporate Registry of
      Nanterre under number B 542 062 559 (hereinafter "AAA").

      AAA is represented by Xx. Xxxxxxx Xxxxxx, duly authorized.

                                      -1-




(c)   THE OTHER PARTY,

      GROUPE ARNAULT S.A., a SOCIETE ANONYME with share capital of 317,045,600
      Francs whose head-office is at 00, xxxxxx Xxxxxxxxx, 00000 Xxxxx, and
      registered at the Commercial and Corporate Registry of Paris under number
      B 887 180 867 (hereinafter "BBB").

      BBB is represented in this act by Xxxxxxx Xxxxxx, duly authorized.

(d)   THE OTHER PARTY,

      RALLYE S.A., a SOCIETE ANONYME with share capital of 557,319,600 Francs,
      whose head-office is at 00, xxx xx Xxxxxxxx Xxxxx-Xxxxxx, 00000 Xxxxx, and
      registered at the Commercial and Corporate Registry of Paris under number
      B 054 500 574 (hereinafter "CCC")

      CCC is represented in this act by Xx. Xxxxxx Savart, duly authorized.

(e)   THE OTHER PARTY,

      PONTHIEU VENTURES, a SOCIETE ANONYME with share capital of 3,040,380
      Euros, whose head-office is at 00 xxxxxx xxx Xxxxxx-Xxxxxxx, 00000 Xxxxx,
      and registered at the Commercial and Corporate Registry of Paris under
      number B 382 304 350 (hereinafter "DDD")

      DDD is represented in this act by Xx. Xxxxxx Savart, duly authorized.

(f)   THE OTHER PARTY,

      BANQUE POUR L'EXPANSION INDUSTRIELLE SA (Banexi SA), a SOCIETE ANONYME
      with a share capital of 95,775,456 euros, whose head office is at 0,
      Xxxxxxxxx Xxxxxxxxx, 00000 Xxxxx, and registered at the Commercial and
      Corporate Registry of Paris under number B 000 000 000, represented by
      Xxxx-Xxxxxxx Xxxxxxxx, duly empowered, for the purposes hereof.

      BNP EUROPE TELECOM AND MEDIA FUND II L.P. (BNP ETMF II L.P.), represented
      by its General Partner, General Business Finance and Investment Ltd (GBFI
      Ltd), a limited
                                      -2-



      liability company residing at Grand Cayman (Cayman Islands) c/x Xxxxxx and
      Calder, X/X XXX 000, Xxxxxx Xxxxx Xxxxx Xxxxxx Xxxxxx and registered under
      number 89453, represented by Xxxx-Xxxxxxx Xxxxxxxx, duly empowered, for
      the purposes hereof.

      NATIO VIE DEVELOPPEMENT (NVD), FCPR managed by the management company BNP
      Private Equity SA, SOCIETE ANONYME with a share capital of 3,000,000 euros
      whose head office is at 00, xxx Xxxxxxxx, 00000 Xxxxx, and registered at
      the Commercial and Corporate Registry of Paris under number B 000 000 000,
      represented by Xxxx-Xxxxxxx Xxxxxxxx, duly empowered for the purposes
      hereof.

      BANEXI S.A., BNP ETMF II L.P. and NVD hereinafter together referred to as
      "EEE". EEE is represented in this act by Xx. Xxxx-Xxxxxxx Xxxxxxxx, duly
      authorized.

FMCE, AAA, BBB, CCC, DDD, and EEE may likewise be referred to individually
herein as a "PARTY" or "SHAREHOLDER" and jointly as the "PARTIES" or
"Shareholders";

And FMCF, a French company incorporated under the legal form of a SOCIETE A
RESPONSABILITE LIMITEE on July 27, 1998, and converted into the legal form of a
SOCIETE PAR ACTIONS SIMPLIFIEE pursuant to a decision of the sole partner
thereof made on January 13, 2000, entered in the Lyon Companies Register under
the number 419 678 826, with registered address in Lyon, 69003, 1 Boulevard
Xxxxxx Xxxxx, (hereinafter, "FMCF").


                                  THEY DECLARE

I.       That up to the date of this Agreement FMCE is the sole shareholder of
         the company FMCF, a French company incorporated under the legal form of
         a SOCIETE A RESPONSABILITE LIMITEE on July 27, 1998, and has been
         converted into the legal form of a SOCIETE PAR ACTIONS SIMPLIFIEE
         pursuant to a decision of the sole partner thereof made on January 13,
         2000, entered in the Lyon Companies Register under the number 419 678
         826, with registered address in Lyon, 69003, 1 Boulevard Xxxxxx Xxxxx.

II.      The business purpose of FMCF is (i) the construction, deployment,
         marketing and operation of telecommunications local-loop access
         networks and systems in France utilising broadband wireless local loop
         technology, ADSL, and any other broadband local access technology, (ii)
         the application for and obtaining of all necessary licenses,
                                      -3-


         approvals and permits in relation to the foregoing; (iii) the leasing
         of sites for the operation of the business described in (i) above; (iv)
         the provision and marketing of information and telecommunication
         services, including without limitation voice telephony, video, data and
         Internet services and (v) the training and development of employees and
         consultants in relation to the foregoing (hereinafter, the "BUSINESS OF
         FMCF") and FMCF is and will be as long as this Shareholders Agreement
         is in force the sole vehicle for the access business of FMCE and its
         Affiliates in France.

III. That as part of its strategy of implementation of the Business of FMCF:

(i)      FMCF has been granted:

                  (i.1)    a license to establish and operate an experimental
                           public local radio loop network and to provide a
                           public telephone service issued by the French
                           Minister in charge of telecommunications under
                           articles L33-1 and L34-1 of the Post and
                           Telecommunication Code, dated October 19, 1998
                           (published in the "JOURNAL OFFICIEL DE LA REPUBLIQUE
                           FRANCAISE" dated November 8, 1998) and modified by an
                           "ARRETE" dated November 26, 1999 (published in the
                           "JOURNAL OFFICIEL DE LA REPUBLIQUE FRANCAISE" dated
                           December 23, 1999);

                  (i.2)    an allocation of frequencies in the 27,5 - 29,5 GHz
                           frequency band for a local radio loop experimentation
                           by decision nDEG.98-1012 of the French
                           Telecommunications Regulatory Authority ("ART") dated
                           December 4, 1998, extended by Decision nDEG.99-1164
                           dated December 24, 1999.

IV.  That the French Secretary of State for Industry has published a notice on
     November 30, 1999 launching, on proposal of the ART, separate public calls
     for tenders for awarding licenses related to:



                  (i)      local radio loop networks in the 3,5 GHz and 26 GHz
                    frequency band across the metropolitan territory,

                  (ii)     local radio loop networks in the 26 GHz frequency
                    band in each of the regions of the metropolitan territory,

                  (iii)    local radio loop networks in the overseas
                    territories,

         and, consequently, the Parties have decided that FMCF should formulate
         the
                                      -4-


         appropriate tenders, in the calls described in (i) and (ii) above
         for a national license and a maximum of 22 regional licenses, excluding
         the tender for overseas territories, and present whatever documents
         that might be necessary and/or required by the relevant bidding
         conditions, with the aim of it being awarded the said licenses in any
         of the competitions described in (i) and (ii) above (hereinafter, the
         "TENDERS").

V.       That the Parties acknowledge the possibilities for expansion of their
         own businesses and of the Business of FMCF in France that any future
         collaboration between them could entail, and in this regard they share
         the view that their respective activities could be strengthened by
         sharing their infrastructure, technology, business experience, human
         potential and other resources on appropriate economic terms.

VI.      That the Parties are interested in actively participating in the French
         telecommunications sector and in this regard they have entered into the
         capital of FMCF in the terms and conditions set out in this
         Shareholders Agreement and that all of the Parties are interested in
         implementing and developing the Business Plan of FMCF as defined in
         Clause II 5 (ix) h) below. A sample summary of the entire Business Plan
         is attached as SCHEDULE 1. The Parties reciprocally acknowledge the
         sufficient capacity of the others in this act and they agree to enter
         into the capital of FMCF in accordance with the following.

                                      -5-



                                     CLAUSES

I.       OBJECT OF THIS AGREEMENT

1.       The object of this Agreement consists of establishing:

(i)      the terms and conditions under which each of the Parties hereby enters
         into the capital of FMCF; and

(ii)     the bases and scope of collaboration by the Parties so that FMCF might
         successfully:

         (ii.1) - be awarded a national license for establishment and
                  operation of a public network for broadband radio access (3,5
                  and 26 GHz), the provision of public telephone service and the
                  frequency allocation connected to it; or some numbers of

                - 22 regional licenses for the establishment and operation of a
                  public network for broadband radio access in the band in 26
                  GHz, the provision of public telephone service and the
                  frequency allocation connected to it,

                  hereinafter, the "LICENSES"; and

         (ii.2)   develop its strategy of implementation in France and achieve
                  its immediate aim of becoming a leading company in the sector.

2.       For the purpose of exercising any Shareholders rights to representation
         on the Board of Directors or any other corporate organs, the shares
         held by any Affiliate (as defined in Clause II 10.4 hereinbelow) of a
         Party and/or by any investment fund referred to in Clause II 10.4 which
         is managed or advised by such Party or any Affiliate of such Party,
         shall be considered to be held by a single shareholder.

3.       The Parties hereby agree that FMCF shall be converted from A SOCIETE
         PAR ACTIONS SIMPLIFIEE into a SOCIETE ANONYME at the earliest
         opportunity.

                                      -6-


II.      INCORPORATION OF THE PARTIES INTO THE CAPITAL OF FMCF

1.       SUBSCRIPTION OF CAPITAL INCREASE OF FMCF

         FMCE has agreed, as the sole shareholder of FMCF, to vote the necessary
         resolutions by FMCF ("FMCF'S RESOLUTION") at the latest on 31 January
         2000 :

                  (i)      to increase the capital of FMCF up to 1,000,000 Euros
                           in order for Parties to subscribe for it (the
                           "INITIAL CAPITAL PRICE");

                  (ii)     to elect the Directors in accordance with Clause II
                           5.

2.       FUNDING

2(a)     Funding Commitments

         The Parties shall subscribe for and fully pay the capital increase in
         FMCF on the date hereof, in the following proportions and shall sign a
         letter of financial undertaking to be delivered to the ART in
         connection with the Tenders complying with the model attached as
         SCHEDULE II.2 (A) of this Agreement committing themselves to contribute
         the needed capital of FMCF and provide the needed shareholder funding
         to FMCF:

                    ------------------------------------------------------------
                         SHAREHOLDER                       % OF CAPITAL IN
                                                         FMCF AFTER INCREASE

                    ------------------------------------------------------------
                    ------------------------------------------------------------
                             FMCE                                34%

                    ------------------------------------------------------------
                    ------------------------------------------------------------
                             AAA                                 18%

                    ------------------------------------------------------------
                    ------------------------------------------------------------
                             BBB                                 18%

                    ------------------------------------------------------------
                    ------------------------------------------------------------
                             CCC                                 10%

                    ------------------------------------------------------------
                    ------------------------------------------------------------
                             DDD                                 10%

                    ------------------------------------------------------------
                    ------------------------------------------------------------
                             EEE                                 10%

                    ------------------------------------------------------------


                                      -7-




2 (b)    Initial Funding

         FMCE represents and warrants that the statement of income and
         expenditures attached hereto as SCHEDULE II.2 (B) shows all
         expenditures actually incurred on behalf of FMCF until 31 December 1999
         and all expenses expected to be incurred on behalf of FMCF until 31
         July 2000 (together the "INITIAL EXPENSES") as part of the budgeted
         pre-license costs until the date on which the Licenses are definitively
         awarded.

         FMCE further represents and warrants that no expenses or liabilities
         have been incurred on behalf of FMCF, other than those referred to in
         the previous paragraph, and that there exist no actual or potential
         liabilities (including liabilities for unpaid taxes or social
         contributions, or liabilities arising from any actual, pending or
         threatened litigation) other than the Initial Expenses. Based on the
         said representations and warranties of FMCE, the Parties hereby
         undertake to provide funding to FMCF in the amount of 5,000,000 Euros
         (including their contribution of 1,000,000 Euros to the capital of FMCF
         referred to above) for the purpose of funding the Initial Expenses.

         The Parties have agreed that the amount of the Initial Expenses
         incurred on behalf of FMCF and to be covered by the initial funding
         provided by the Parties to FMCF (including the initial capital
         contribution of 1,000,000 Euros), shall not exceed 5,000,000 Euros. Any
         excess of actual Initial Expenses over such amount shall be entirely
         funded by FMCE and FMCF shall have no liability therefor.

2 (c)    Additional Funding

         The Parties acknowledge that, in order to finance the Business of FMCF,
         additional funding of FMCF to the capital subscribed by each Party will
         be required. Accordingly, the Parties agree that to the extent that
         FMCF determines (in accordance with the terms hereof) that the Business
         of FMCF should be financed through capital and other cash contributions
         from the Shareholders, the Parties will contribute such capital and
         cash contributions pro rata with their respective holdings in FMCF,
         subject to the following:

         (i)  such a resolution being agreed to in a Shareholders Meeting on a
              proposal from the Board of Directors adopted with the objection or
              abstention of a maximum of 1 member of the Board; and

                                      -8-


         (ii) subject to the provisions of (iii) below, in an aggregate amount,
              based on the number of licenses actually granted to FMCF, not to
              exceed 250 million EUROS (such amount representing the portion of
              the financing requirements of FMCF to be funded by FMCF's
              shareholders if FMCF is awarded a national license, in accordance
              with the Business Plan), and in such cases the Parties shall make
              their contributions within sixty (60) days of the call for such
              contribution being made by FMCF.
              Where in the case of any capital contribution decided on by FMCF
              which does not involve the aggregate capital and other shareholder
              contributions of the Parties exceeding 250 million Euros, any
              Party fails to contribute its proportionate share of such
              contribution, within sixty (60) days of the call for such
              contribution being made by FMCF (a "Defaulting Party"), then (i)
              such Defaulting Party shall have a further period of fifteen (15)
              days (the "Additional Period") within which to make its
              contribution, together with interest thereon for the period from
              the date on which the call is made by FMCF at 10% per annum and
              (ii) where the Defaulting Party has not made its contribution as
              aforesaid within the Additional Period, all Parties which have
              contributed their proportionate share of such contribution
              ("Non-Defaulting Parties") shall, notwithstanding anything to the
              contrary in Clauses II 10.1 and II 10.2, be entitled on first
              demand, made within sixty (60) days from the end of the Additional
              Period, to acquire all or any portion of the shares of a
              Defaulting Party in FMCF at a price equal to the lesser of the
              nominal value and the book value of such shares. Each
              Non-Defaulting Party shall be entitled to acquire that portion of
              a Defaulting Party's shares that is equal to the ratio which such
              Non-Defaulting Party's shares in FMCF represents with respect to
              the total shares in FMCF held by all Non-Defaulting Parties. Where
              any Non-Defaulting Party does not exercise its rights hereunder to
              the full extent thereof, any available shares of any Defaulting
              Party may be acquired by any other Non-Defaulting Party
              ("Acquiring Non-Defaulting Party") pro rata with respect to the
              shares held by all Acquiring Non-Defaulting Parties in FMCF, until
              all Defaulting Parties' shares which any Non-Defaulting Party
              wishes to acquire have been acquired.

         (iii)the Parties may decide to increase the capital contributions
              required from the Parties over and above 250 million Euros
              provided that the Parties do so by means of a resolution being
              agreed in a Shareholders Meeting on a proposal from the Board of
              Directors adopted with the objection or abstention of maximum 1

                                      -9-


              member of the Board.

              If after the aggregate capital and other shareholder
              contributions, including all shareholder advances on current
              account, of the Parties to FMCF have reached 250 million Euros any
              Party decides not to make its any additional contributions voted
              by FMCF in accordance herewith, the participation of such Party in
              FMCF will be diluted accordingly based on a valuation of FMCF
              which is the greater of (i) the aggregate of all capital and cash
              contributions made by the Parties to FMCF, and (ii) the fair
              market value of FMCF as determined by an expert.

3.            PREFERENTIAL SUBSCRIPTION RIGHTS

              Each Shareholder shall have a preferential subscription right to
              purchase such new participations as FMCF may from time to time
              issue. The Parties agree to not unreasonably oppose their waiver
              of such preferential rights and therefore allow the entry in the
              capital of FMCF of a new shareholder, in the event of the issuance
              of options or securities, as compensation to employees (provided,
              such compensation does not exceed 10% of the issued and
              outstanding fully diluted share capital after giving effect to
              such issuance), exercisable for, common stock and provided the
              Shareholders Meeting, approves a resolution in this sense on a
              proposal from the Board of Directors adopted with the objection or
              abstention of a maximum of 1 member of the Board.

4.            SHAREHOLDERS MEETINGS: QUORA AND MAJORITIES

              (i)   The quorum to validly hold any Meeting of Shareholders shall
                    be that provided by law.

              (ii)  Notice for Meetings of Shareholders, procedures for
                    resolutions at such meetings and any other necessary rules
                    with respect thereto shall be as provided in FMCF's Articles
                    of Association or by law ("LOI XXXX.00-000 XX 00 XXXXXXX
                    0000 XXX XXX SOCIETES COMMERCIAlES"), (hereinafter, the
                    "LAW").

              (iii) Shareholders shall be entitled to exercise their rights to
                    vote by proxy at Meetings of Shareholders as provided by the
                    Law.

              (iv)  Whenever FMCF, the Shareholders Meeting, or the Board of
                    Directors is

                                      -10-


                    required to take or refrain from taking an action under this
                    Agreement, the Parties hereby undertake to cause the
                    relevant corporate body of FMCF to cause FMCF to take or
                    refrain from taking all such actions.

              (v)   Resolutions of the Meetings of Shareholders which by Law
                    require a qualified majority shall only be adopted on a
                    proposal of the Board of Directors adopted with the
                    objection or abstention of maximum 2 members of the Board.

5.            BOARD OF DIRECTORS: APPOINTMENT OF MEMBERS, QUORA AND MAJORITIES

(i)           FMCF shall have a Board of Directors (hereinafter, the "BOARD")
              consisting initially of eleven (11) directors, (hereinafter each
              individually, a "DIRECTOR" and collectively, the "DIRECTORS").

(ii)          Based on the shareholding set out in Clause II 2(a) above, FMCE
              shall be entitled to nominate 4 Directors, AAA and BBB shall each
              be entitled to nominate 2 Directors and CCC, DDD and EEE shall
              each be entitled to nominate 1 Director.

              For so long as FMCE has a percentage participation of more than
              20% but no greater than 34% it shall be entitled to designate 4
              Directors, if its percentage participation is more than 15% but
              no greater than 20% it shall be entitled to designate 3
              Directors ; if its percentage participation is more than 10%
              but no greater than 15% it shall be entitled to designate 2
              Directors ; if its percentage participation is 5% or more but
              no greater than 10%, it shall be entitled to 1 Director. FMCE
              shall be entitled to designate an additional Director for each
              additional 9% participation it holds over and above 34%. All
              members of the Board not designated by FMCE shall be agreed and
              designated exclusively by the other Parties, provided that each
              such other Shareholder shall in all cases be entitled to
              designate 1 Director if it has a percentage participation of at
              least 5%.

(iii)         Directors may at any time be removed, without compensation, with
              or without cause, by the Shareholders Meeting provided that the
              Directors appointed to replace the removed Directors shall be
              designated by the Party which designated the removed Director or
              its successor.

(iv)          The term of office of a Director shall be three (3) years.
              Directors shall be eligible to serve successive terms. If at any
              time a Shareholder ceases to be entitled pursuant to the

                                      -11-


              provisions hereof to be represented by the number of Directors
              which represent such Shareholder on the Board, the necessary
              number of Directors designated by such Shareholder shall
              immediately resign so that following such resignation(s) the
              Shareholder shall only be represented by the number of Directors
              to which it is entitled.

(v)           The Board shall select one Director as Chairman who shall act as
              such at meetings of the Board and Meetings of Shareholders. Such
              Director shall in all cases be counted as an FMCE designated
              Director for the purpose of FMCE's entitlement to Board
              representation hereunder.

(vi)          Meetings of the Board shall take place at such times as may be
              required by Law or as requested by the Chairman or three (3)
              Directors, with a minimum of one each calendar quarter (such
              regular meetings to be held with at least 15 days prior notice) at
              such place, within or out of France, as shall be specified by the
              Chairman. For all other meetings and unless otherwise agreed in
              writing by all the Directors, at least five (5) day's prior notice
              in writing shall be given, which notice shall indicate the agenda
              to be considered at the meeting.

(vii)         In order to have a quorum at meetings of the Board at least two
              thirds (2/3) of the members of the Board must be present or
              represented.

(viii)        Directors shall be entitled to participate and exercise their
              rights to vote in the meetings of the Board, either by attending
              the meetings in person or by proxy to another Director. Each
              Director, including the Chairman, shall have one vote.

(ix)          Save as otherwise provided in this Agreement, any questions
              arising at any meeting of the Board shall be decided by a majority
              of votes of the Directors present or represented. Where any
              provision of this Agreement provides that the approval of a
              specific number of Directors is required for a measure to be
              adopted or approved, the number shall be calculated taking into
              account the Directors present or represented at the relevant
              meeting. The Board shall take the following actions or pass
              resolutions in respect of any of the matters listed below if and
              only if there is an objection or abstention of a maximum of 2
              members of the Board:

              a)    the granting of credits, loans or any other financing to
                    third parties, that exceeds the limits or amounts previously
                    established and approved by the Board;

                                      -12-


              b)    the entering into any deed or transaction that has as an
                    objective the guarantee of debts or liabilities in charge of
                    any person or assume the obligation to indemnify any other
                    person of any liability or obligation in which it may incur;

              c)    the purchase, sale, lease or encumbrance of real estate
                    through sale agreements or in any other manner, or the
                    entering into, altering or modifying the terms or any lease
                    or other contract concerning real estate and that such
                    amount exceeds the limits previously established and
                    approved by the Board;

              d)    the entering into, transferring, modifying, cancelling or
                    termination of any license agreement, technical assistance
                    agreement, technical or administrative services agreement or
                    any other similar agreements in which FMCF is a party;

              e)    the incurring by FMCF of any borrowing or any other
                    indebtedness or liability in the nature of borrowing which
                    in aggregate exceed 10 million EUROS in any one year
                    provided always that such indebtedness or liability is
                    outside the scope of the Business Plan or exceeds the limits
                    previously established by the Board;

              f)    the creation of any mortgage, charge or other encumbrance
                    over any asset of FMCF and the giving of any guarantee by
                    FMCF other than in the ordinary course of business;

              g)    the disposal (including the lease to a third party) or
                    acquisition of assets or the making of capital or operating
                    expenditures by FMCF in any financial year, in an aggregate
                    annual amount, or with an aggregate book value, market value
                    or sale value, computed on an annual basis, in excess of 5
                    Million Euros or which would exceed by at least 5 % the
                    corresponding amounts approved in the Business Plan.

              h)    the approval and amendment or substitution of FMCF's
                    business plan (as approved by the Parties on the date hereof
                    and that will be presented for each of the Licenses, the
                    "BUSINESS PLAN"). For the purposes of this Agreement,
                    Business Plan shall mean FMCF's 5-year base financial model
                    with respect to the national license and those of the
                    twenty-two (22) regional licenses referred to in Recital IV
                    above awarded to FMCF, as agreed and approved by the
                    Parties, and to be reviewed and approved annually or as
                    required by material and unforeseen changes in the Business
                    of FMCF. Such Business Plan shall comprise a financial plan
                    setting out cash flow charts, income and expenses
                    statements, balance sheet, profit and loss forecasts and
                    financing proposals using capital or borrowings, it being
                    understood that any change in the Business Plan must not
                    alter the financial commitments undertaken by the Parties
                    or, as the case may be, their respective direct or indirect
                    shareholders and given to the ART in connection with the
                    Tenders;

                                      -13-


              i)    the making of any interconnection or other agreements with
                    long distance operators where the value of any such contract
                    or the total annual value of such contracts is at least five
                    million (5,000,000) Euros;

              j)    the declaration or distribution of any dividend or other
                    payment out of the distributable profits of FMCF;

              k)    the incurring by FMCF of any borrowing or any other
                    indebtedness or liability in the nature of borrowing which
                    in aggregate would exceed by at least 5 % the corresponding
                    amounts approved in the Business Plan;

              l)    the instigation or settlement of any litigation or
                    arbitration proceedings by FMCF where the amount claimed
                    exceeds 1 million EUROS;

               m)   the election of the General Manager as defined in Clause II
                    7.

(x)           The Board shall take the actions or pass the resolutions in
              respect of any of the matters listed below if and only if there is
              an objection or abstention of a maximum of 1 member of the Board:

               a)   the acceptance of any substantial amendments to the terms or
                    conditions of any of the Licenses;

               b)   the execution, amendment, termination or waiver of any
                    provision of any agreement made by FMCF with any of the
                    Parties (or any Affiliate of any Party), or Liberty Surf or
                    with FMCE or with an Affiliate of FMCE or an Affiliate of
                    FMCI or FirstMark Holdings or with, directly or indirectly,
                    any director, officer, employee, inspector of FMCF or FMCE
                    or with relatives of the Parties (or any of their
                    Affiliates) or any other company in which directly or
                    indirectly such Parties (or any of their Affiliates),
                    directors, officers, employees, inspectors or relatives
                    participate (such Parties being hereunder referred to as
                    "INVOLVED PARTIES");

                    In any decision of the Board involving approval of a
                    contract referred to in paragraph b) above, the Directors
                    designated by the Involved Party or Parties shall not
                    take part in the vote.

               c)   the reimbursement of expenses related to Clause 9 (i) of
                    this Agreement;

               d)   the entry of any new shareholder (whether as a result of an
                    increase in capital, a Transfer or otherwise) except where
                    any other specific provisions of this Agreement governing
                    the entry of such shareholder apply and except in the case
                    of entry of shareholders pursuant to the operation of stock
                    option plan approved pursuant to Clause II 3, provided that
                    where such proposed new shareholder is presented for
                    approval by FMCE in the context of a Transfer by FMCE to
                    such proposed new shareholder and such new shareholder is
                    not accepted, the Parties

                                       -14-


                    which rejected such proposed new shareholder shall be
                    obliged within 15 days of the non acceptance of such new
                    shareholder to purchase the interest which such new
                    shareholder would have acquired from FMCE, on the same terms
                    and conditions as those agreed between FMCE and such
                    proposed new shareholder and notified to the Board.

"Affiliate" as used in the present Agreement shall have the meaning ascribed
thereto in Clause II 10.4 hereinbelow.

The foregoing restrictions shall terminate upon an initial public offering of
equity securities of FMCF.

6.       BOARD COMMITTEES

         The Board shall form from their members the following subcommittees:

6.1      COMPENSATION COMMITTEE

     (i)  The Compensation Committee shall be responsible for providing
          recommendations to the Board for all significant human resources
          activities, and shall be consulted by the General Manager (as defined
          in Clause II 7 below) in the terms stated in such Clause, for any
          proposal to the Board in connection with compensation to employees or
          consultants including without limitation fringe benefits, stock or
          other form of equity or participation, the fixing of the Directors'
          compensation, as the case may be, together with the compensation of
          the senior executives and of any employee of FMCF whose emoluments
          exceed 100,000 EUROS;

     (ii) The Compensation Committee shall be comprised of five (5) Directors,
          one (1) appointed by FMCE, one (1) appointed by AAA, one (1) appointed
          by BBB and two (2) appointed collectively by CCC, DDD and EEE.

     (iii) Recommendations of the Compensation Committee shall be approved by a
          majority of votes of the Compensation Committee Members present or
          represented by proxy by another Compensation Committee Member.

                                      -15-


6.2      AUDIT COMMITTEE

         (i)      The Audit Committee shall be responsible for:

                  -    reviewing and proposing to the Board any contract to be
                       entered into by FMCF for an amount exceeding 5 million
                       EUROS;

                  -    reviewing and proposing to the Board the formalization,
                       ratification, variation, termination, repudiation or
                       performance of (or the setting of consideration or
                       issuing of approvals under) any contract between FMCF and
                       any Involved Party;

                  -    carrying out and/or reviewing the results of internal
                       audits;

                  -    reviewing the quarterly reports before presentation to
                       the Parties;

                  -    proposing to the Shareholders Meetings or Board Meetings,
                       whichever is competent, INTER ALIA:

                       *    the appointment of external auditors which
                            initially the Parties agree to be Xxxxxx Xxxxxxxx;

                       *    a change of the tax year;

                       *    the distribution of dividends or amounts on account
                            of dividends;

                       *    the application by FMCF for suspension of
                            payments or bankruptcy, and the proposal for the
                            approval of arrangements in the course of such
                            proceedings;

                       *    the taking of any action, transaction or event
                            which differs materially from or conflicts
                            materially with the Business Plan;

                       *    the taking of any action, transaction or event or
                            series of similar actions, transactions or events
                            different from or in conflict with FMCF's budget
                            in a total amount, over a financial year, of or
                            in excess of 5% of the budget;

                       *    the taking of any action, transaction or event
                            which may have a materially adverse effect on the
                            financial performance, or which would cause
                            unreasonable detriment to the public standing and
                            reputation of FMCF;

             -    reviewing any proposal by the management to make any variation
                  to the FMCF annual budget (or the adoption of a new budget),
                  FMCF's Business Plan (or the adoption of any new Business
                  Plan, or the renewal of the Business Plan).

(ii)         The Audit Committee shall be represented by six (6) Directors. One
             (1) member shall be appointed by FMCE, one (1) by AAA, one (1) by
             BBB one (1)
                                      -16-


             by CCC, one (1) by DDD and one (1) by EEE.

(iii)        Recommendations and proposals of the Audit Committee shall be
             approved by a majority of votes of the Audit Committee members
             present or represented by proxy by another Audit Committee member.

7.       GENERAL MANAGER

(i)          FMCF shall be managed on a day to day basis by the General Manager,
             who shall not act as a MANDATAIRE SOCIAL, according to French law,
             and who will consult his business decisions with the Chairman, the
             Compensation Committee, the Audit Committee and/or the Board as
             appropriate.

(ii)         The General Manager shall be elected by the Board, by the majority
             as set out in Clause II 5 (ix) and with the prior approval of FMCE.
             The General Manager may at any time be removed, with or without
             cause, by the Board, by a simple majority of the Board or by the
             unanimous vote of all Board members (other than those appointed by
             FMCE).

(iii)        The period of election of the General Manager shall be determined
             by the Board. The period of election of the General Manager shall
             not exceed five (5) years and shall expire when his successor is
             elected, provided that if no period is fixed by the Board, the
             period of election of the General Manager shall automatically be
             five (5) years. The General Manager shall be eligible to serve
             successive periods.

(iv)         The General Manager will act as a senior executive employee of FMCF
             with limited powers of attorney as decided by the Board from time
             to time and pursuant to a senior executive agreement.

8.       ACCOUNTING

(i)          The accounting period of FMCF shall be the twelve-month period
             commencing the 1st day of January and ending on the 31st day of
             December.

(ii)         A balance sheet, a profit and loss statement and a cash flow
             statement shall be submitted by FMCF to each Party on an annual
             basis, with enough time for the

                                      -17-


             Parties to review them and in any event within ninety (90) days
             after the end of each fiscal year. Such statements shall be
             audited at the expense of FMCF by Xxxxxx Xxxxxxxx or such other
             auditor as may subsequently be appointed from time to time, as
             FMCF's auditors.

(iii)        FMCF shall deliver to each Party monthly unaudited financial
             statements (including profit and loss, balance sheet and cash flow
             statements) within thirty (30) days after the end of each period
             with comparisons to the prior year and budget for that period.

(iv)         FMCF shall submit to each Party quarterly and annual management
             projections, the 5-year Business Plan and annual budgets prior to
             the start of each calendar year.

(v)          Any Party shall have the right to inspect or arrange for
             independent audits to be carried out in respect of the books and
             records of FMCF upon reasonable notice and during the regular
             business hours of FMCF.

The audited balance sheet as of 30 November 1999 of FMCF is attached as SCHEDULE
2.

The provisions of paragraphs (ii), (iii) and (iv) shall inure to the benefit of
each Party as long as such Party owns at least 2% of the shares of FMCF.

                                      -18-




9.       REIMBURSEMENT OF EXPENSES

         (i)      The Parties agree to cause FMCF to reimburse each Party for
                  all reasonable and documented costs and expenses incurred by
                  such Party or any of its Affiliates (and Liberty Surf) in
                  respect of works carried out in relation to the business and
                  operations of FMCF in accordance with the provisions of Clause
                  II 5 (x) provided such costs and expenses have been budgeted
                  and expressly approved by the Board of FMCF prior to incurring
                  in the same and are determined on an arm's length basis. Each
                  Party shall submit quarterly statements to FMCF for
                  reimbursement, and such reimbursement shall be made by FMCF
                  within thirty (30) days after receipt of such quarterly
                  statements so long as such statements do not exceed the
                  initially approved budget.

         (ii)     FMCF shall not reimburse to the Parties any other costs or
                  expenses different to those expressly referred to in Clause II
                  9 (i) above. Consequently, each Party shall support all costs
                  and expenses in which it incurs except for those referred to
                  in Clause II 9 (i) above.

10.       TRANSFER OF PARTICIPATIONS

          The Parties agree, as a personal and binding obligation, that they
          will take any and all actions required under corporate or contractual
          rules to allow for timely and strict compliance with the terms of this
          Clause. The Parties declare that they have full knowledge of certain
          restrictions to participations in the share capital and voting rights
          in companies to which licenses have been granted, according to French
          telecommunications regulations. In addition, the Parties have the full
          knowledge that any modification of the respective participation of
          each shareholder of FMCF shall be subject to a prior notification of
          such modification to the relevant French authority in order for the
          authority to be able to verify the consistency of such modification
          with the terms and conditions of the Licenses.

          The Parties agree to fully comply with all regulations applicable
          to transfer of participations.

10.1     RESTRICTIONS ON THE TRANSFER OF PARTICIPATIONS

                                      -19-


         (i)      Unless otherwise expressly approved by all of the other
                  Parties, no Party may Transfer (as defined below) any
                  participations or any interest or right therein prior to the
                  obtention by FMCF of any of the Licenses, and thereafter
                  except in compliance with the terms and conditions of this
                  Agreement, including without limitation, satisfaction of the
                  following conditions:

                  a)   no Transfer shall be made other than pursuant to a
                       written BONA FIDE firm and unconditional offer by a third
                       party to acquire any or all of the participations by
                       means of a Transfer from a Party (hereinafter, the "THIRD
                       PARTY OFFER");

                  b)   no Transfer shall be made where the transferring Party
                       and transferee agree in connection therewith that the
                       transferor shall exercise any residual powers in respect
                       of the participations so transferred; and

                  c)   the transferee, whether or not such transferee is an
                       Affiliate of the transferor or any Party, must sign a
                       document pursuant to which it becomes subject to, and
                       bound by, the obligations of the transferring Party under
                       this Agreement, including, but not limited to, all of the
                       restrictions on transferability of such participations.

         (ii)     Any Transfer in contravention of any of the provisions of this
                  Clause shall be void and of no effect, and the Parties agree
                  that they shall always cause their representatives in the
                  governing bodies of FMCF to take any action conducive to
                  rejecting or not recognizing said Transfer.

         (iii)    The Parties recognize that Transfers of their shares are
                  subject to restrictions during the period commencing on the
                  date of the submission to the ART and ending five (5) years
                  following the award to FMCF of the earliest to be awarded of
                  the Licenses as follows:

                  as from the date of submission of the application for the
                  Licenses, but subject to a Party's right at all times to
                  transfer its participations to Affiliates, or otherwise as
                  set out in Clause II 10.4 and to the exercise of the right
                  of Non Defaulting Parties as set out in Clause II 2c(ii),
                  no Party may transfer any participations of FMCF or any
                  interest or right therein until the date falling thirty
                  (30) months from the date of awarding of the earliest of
                  the Licenses and for the subsequent period of thirty (30)
                  months, subject to certain exemptions set out in Clause II
                  11(viii), no Party may transfer any participations of FMCF
                  or any interest or right therein unless (i) such transfer
                  is to another of the

                                      -20-


                  Parties, (ii) such transfer(s) do(es) not exceed 50% of the
                  Transferring Shareholder's initial participation in the share
                  capital of FMCF as mentioned in Clause II 2 (a), and (iii) for
                  a total percentage within this thirty (30) month period which,
                  in respect of each Party, shall not exceed 5% of FMCF capital.
                  The Parties agree that in order to carry out any transfer
                  between two Parties during such thirty (30) month period, they
                  shall address prior notification to the relevant French
                  authorities.

          For the purpose of this Agreement, Transfer means, in respect of a
          participation, any sale, conveyance, assignment, exchange or other
          transfer of a participation, whether voluntary or involuntary, but
          excluding any indirect sale or transfer pursuant to a merger or
          consolidation of or sale of a majority or more of the equity interests
          in a Party, except where the primary purpose of such merger,
          consolidation or sale of equity interests is to circumvent the
          restrictions of this Clause.

10.2     RIGHT OF FIRST REFUSAL

         (i)      Except in the case of a transfer pursuant to Clause II 10.4
               below and Clause II 2 c (ii) above and provided that at the
               relevant time FMCE is the principal shareholder of FMCF, if a
               Party other than FMCE (hereinafter the "TRANSFERRING
               SHAREHOLDER") desires to Transfer any or all of its
               participations to any person (a "THIRD PARTY"), it shall promptly
               give to FMCE written notice thereof. Such notice shall be
               accompanied by a true and complete copy of the Third Party Offer
               and an offer in writing from the Transferring Shareholder first
               to sell such participations to FMCE (hereinafter the "SHAREHOLDER
               OFFER"). FMCE shall have a thirty (30) day period to accept or
               reject the Shareholder Offer in its entirety. In case of
               acceptance of the Shareholder Offer the Parties hereby undertake
               to perform any and all actions required to allow FMCE to acquire
               the participations included in the Shareholder Offer, including,
               without limitation, waiving any first refusal right to which,
               pursuant to French law or FMCF's by-laws, they might be entitled.
               Should FMCE reject the Shareholder Offer, it shall give written
               notice of such rejection to the Transferring Shareholder and to
               FMCF and, in such case, the Transferring Shareholder shall offer
               the Shareholder Offer to the rest of the Parties, including FMCE,
               in proportion to their stake in the capital of FMCF.

                                     -21-


         (ii)     FMCF shall immediately inform the rest of the Parties of the
               Shareholder Offer and the rest of the Parties may accept, in
               proportion to their stake in FMCF, or reject the Shareholder
               Offer within thirty (30) days from the receipt thereof. If the
               Shareholder Offer is not accepted by a Party by means of a notice
               in writing delivered to the Transferring Shareholder within the
               aforementioned period, it shall be deemed to have been rejected
               by such Party, in which case the Transferring Shareholder shall
               inform in writing the rest of the Parties who have accepted the
               Shareholder Offer who shall have the right to increase the amount
               of participations to which they were entitled by another notice
               (the "Notice") in writing delivered to the Transferring
               Shareholder within a new thirty (30) day period from receipt of
               such notice from the Transferring Shareholder. Where the demand
               for participations pursuant to the Notices exceeds the available
               participations, each Party having delivered a Notice shall have
               the right to acquire that proportion of available participations
               that is equal to the proportion that such Party's participations
               bears to the aggregate of participations held by all Parties who
               have delivered a Notice.

         (iii) Acceptance of the Shareholder Offer:

               a)   If any or all of the Parties (other than the Transferring
                  Shareholder) accept the Shareholder Offer, they shall pay a
                  purchase price per participation subject to the Shareholder
                  Offer equal to the purchase price per participation (or cash
                  equivalent thereof) set forth in the Third Party Offer.

               b)   Purchase by the Parties and Transfer by the Transferring
                  Shareholder of the participations shall occur on a mutually
                  agreeable date, time and place within thirty (30) days
                  following acceptance of the Shareholder Offer by the relevant
                  Parties, or such later date on which any governmental
                  approvals required for such purchase and Transfer have been
                  obtained, it being understood that the Transferring
                  Shareholder shall take all actions and make all filings
                  necessary in connection with any required governmental
                  approvals.

               c)   The Parties shall, at their election, pay for the
                  participations at the time of purchase or pursuant to the same
                  terms and conditions contained in the Third Party Offer.

                                      -22-


         (iv) Following expiration of the periods mentioned in paragraph (ii),
              if the Shareholder Offer has not been totally accepted, the
              Transferring Shareholder may Transfer all the participations which
              are the subject of the Third Party Offer to the Third Party at the
              same terms and conditions as those contained in the Third Party
              Offer, provided that if within thirty (30) days after the
              expiration of the periods referred to in paragraph (ii), the
              Transfer has not occurred, the Transferring Shareholder shall
              follow the procedure set out in paragraphs (i) to (iv) of this
              Clause II 10.2 prior to any Transfer thereof.

10.3     EFFECT OF TRANSFER

         In the event of a Transfer of participations, the transferee shall,
         automatically from the moment of such Transfer, be subject to, and
         bound by, the obligations of the Transferring Shareholder under this
         Agreement, including, but not limited to, all of the restrictions on
         transferability of such participations, and upon the execution and
         delivery by such transferee of a written adhesion to this Agreement,
         such transferee shall have and assume all of the rights of the
         Transferring Shareholder relating to the participations so transferred.

10.4     INTRA-GROUP TRANSFER OF PARTICIPATIONS

10.4.1   Except as provided for in Clause II 10.4.2, any Party shall be entitled
         to Transfer, subject to notification to the relevant French
         authorities, any or all of the participations held by it to any
         Affiliate as defined below provided that the following conditions are
         met:

         (i)      the Affiliate shall become a party to this Agreement as any
                  condition of any such transfer;

         (ii)     if the Affiliate ceases, during the term of this Agreement, to
                  be an Affiliate of such Party, the participation of such
                  Affiliate shall, at such time, be acquired by such Party or
                  any Affiliate of such Party;

                                      -23-




         "Affiliate" shall mean, with respect to any Party:

         -        any legal person in which such Party holds directly or
                  indirectly more than 50 % of the share capital or voting
                  rights, or

         -        any legal person which holds directly or indirectly more than
                  50 % of the share capital or voting rights in such Party, or

         -        any legal person in which more than 50 % of the share capital
                  or voting rights are held directly or indirectly by a legal
                  person referred to in the immediately preceding paragraph.

         provided however that CCC shall be entitled to transfer without any
         restriction other than those required following the notification to the
         French authority, up to ten (10%) per cent of CCC's participation to
         one or more persons who are, at the date hereof, employees of CCC or of
         any Affiliate of CCC.

10.4.2   In addition to the provisions of Clause II 10.4.1

         (i)      BBB, DDD and EEE shall be entitled to transfer, without any
                  restriction other than those required following the
                  notification to the relevant French authorities, any
                  participation to any investment fund which is managed or
                  advised by BBB, DDD or EEE or any Affiliate of BBB, DDD or EEE
                  respectively,

         (ii)     BBB shall, in addition, be entitled to transfer without any
                  restriction other than those required following the
                  notification to the relevant French authorities a total
                  participation not exceeding 25% of its participation as set
                  out in Clause II-2(a) to Liberty Surf as long as BBB or an
                  Affiliate of BBB continues to own a substantial percentage of
                  the share capital and voting rights of Liberty Surf ,provided
                  that, in any case, Kingfisher shall not be entitled (even if
                  it is at the relevant time an Affiliate of Liberty Surf) to
                  become a shareholder of FMCF unless it receives the prior
                  approval of the Board of Directors by unanimous vote.

10.4.3   Any transfer made in accordance with Clauses II-10.4.1 or II-10.4.2 are
         subject to the prior condition that the transferee signs an adhesion
         contract to this Agreement undertaking to be bound by it to the same
         extent as the Transferring Shareholder would have been bound had the
         transfer not been effected.

                                      -24-


10.5     TAG-ALONG RIGHT

(i)   Except in the case of a Transfer pursuant to Clause II-10.4 above, if FMCE
   desires to transfer any or all of its participations to any person (a "THIRD
   PARTY"), it shall promptly give the other Parties written notice thereof.
   Such notice shall be accompanied by a true and complete copy of the Third
   Party Offer and a written, firm and unconditional undertaking from the Third
   Party (hereinafter the "TAG-ALONG OFFER") to purchase, on the same terms and
   conditions as those contained in the Third Party Offer, a number of
   participations held by other Party that bears the same proportion to the
   number of participations held by such Party on a fully diluted basis as the
   number of participations proposed to be transferred by FMCE bears to the
   number of participations held by FMCE on a fully diluted basis; provided
   however, that in the event that (i) at any time and for any reason, FMCE
   wishes to Transfer any participations in FMCF and as a result of such
   transfer, the total participation of FMCE in FMCF would be less than 20 %, or
   FMCE would cease to be the largest shareholder in FMCF or (ii) FMCE holds
   more than 50% of the participations in FMCF and desires to Transfer any
   participations in FMCF to a Third Party, and as a result of such transfer,
   FMCE would no longer have more than 50% of the shares of FMCF, then in either
   of such cases the Tag-Along Offer shall be for all of the participations held
   by the other Parties. Each such other Party may accept or, reject the
   Tag-Along Offer within thirty (30) days from the receipt of written notice of
   the Tag-Along Offer. If the Tag-Along Offer is not accepted by the notice in
   writing delivered to FMCE and the Third Party within the aforementioned
   period, it shall be deemed to have been rejected.

(ii)     Acceptance of the Tag-Along Offer:

    (a)             If a Party (the "Accepting Party") accepts the Tag-Along
         Offer, the Third Party shall pay a purchase price per participation for
         the participations sold by such Party equal to the purchase price per
         participation set forth in the Third Party Offer.

    (b)             Purchase by the Third Party and transfer by the Accepting
         Party shall occur at the time and place of closing of the sale of
         participations by FMCE pursuant to the Third Party Offer or, if later,
         at the registered office of FMCF on a mutually agreeable date
                                      -25-


         and time within thirty (30) days following acceptance of the Tag-Along
         Offer by the Accepting Party.

    (c)             The Third Party shall pay for the participations as provided
         in the Third Party Offer, at the latest, at the time of the purchase
         pursuant to the preceding clause (b).

10.6     NO OTHER RESTRICTIONS

         Provided that all applicable conditions set forth in this Clause have
         been complied with, no Party shall oppose or in any other way obstruct,
         any Transfer of another Shareholder's participations.

10.7     Notwithstanding any other provision of this Clause 10, the restrictions
         in sub Clauses II-10.1, II-10.2 and II-10.5 shall not apply to any
         pledge of participations or any interests and right therein in
         connection with a BONA FIDE financing transaction or any foreclosure
         upon such pledge by or on behalf of the secured party or parties,
         provided always that in any such financing transaction and that in any
         documentation evidencing such transaction it be so stated, the rights
         of the foreclosing creditor are subject the right of first refusal of
         FMCE as set out in Clause II-10.2 or to the approval right of the other
         Parties under the provisions of Clause II-5 (x) d.

11.      VOLUNTARY CONVERSION AND LIQUIDITY RIGHTS

         FMCE accords the other Parties hereto, the following conversion and
         liquidity rights in consideration of their investment in FMCF:

         (i)  Prior to filing in the United States of America a registration
              statement under the Securities Act of 1933 of the United States of
              America, as amended (or similar document under the laws of another
              jurisdiction), for an initial public offering of common equity
              securities (hereinafter, an "IPO") of FMCE or its successor or any
              direct or indirect holding company for shares of FMCE or such
              successor or any affiliate of FMCE (hereinafter, the "ISSUER"),
              the Issuer will deliver to the Parties a notice (hereinafter, the
              "IPO NOTICE") of its intention to effect an IPO. The IPO Notice
              will include the Issuer's good faith estimate of the anticipated
              gross proceeds to the Issuer and the anticipated per share
              offering price for the IPO. Upon receipt by the Parties of an IPO
              Notice each Party shall be entitled to

                                      -26-


              exercise the Conversion Option as described below.

         (ii) Upon execution of one or more agreements for the Transfer (as
              hereinabove defined) (hereinafter, a "SALE") of any shares in the
              Issuer as a result of which the Issuer would at any time cease to
              be controlled directly or indirectly by the shareholders who at
              the date hereof control the Issuer directly or indirectly
              (hereinafter, a "SALE AGREEMENT"), the Issuer shall deliver to the
              Parties a notice (hereinafter, the "SALE NOTICE") of the execution
              of the Sale Agreement. Upon receipt by the Parties of a Sale
              Notice, each Party shall be entitled to exercise the Conversion
              Option as described below. The Sale Notice will include the
              consideration per share to be received by the Issuer pursuant to
              the Sale Agreement and other material terms of the Sale Agreement,
              and, in such case, and provided a Party has exercised its
              Conversion Option pursuant to the terms of this Clause II-11, such
              Party shall have a tag-along right on the same financial terms in
              respect of all of its shares in the Issuer resulting from such
              conversion, to be exercised on the same terms and conditions,
              MUTATIS MUTANDIS, as those set out in Clause II-10.5.

         (iii)If no IPO Notice or Sale Notice has previously been delivered to
              the Parties, by notice in writing to the Issuer at any time within
              30 days after the fifth anniversary of the earliest award of any
              of the Licenses (hereinafter, the "FIVE YEAR OPTION"), each Party
              shall have a Conversion Option and a Put Option as described
              below.

         (iv) For the purposes hereof, the "CONVERSION OPTION" is the option to
              exchange, based on the Fair Market Values of the Issuer and FMCF
              at the date of the exercise of the Conversion Option , all, but
              not less than all, of the respective participations of the Parties
              for a number of shares of common equity securities of the Issuer
              in accordance with the modalities set out in (vi) below and
              subject to the provisions of subparagraph (vii) (b) below and the
              Put Option is the right of a Party , to obtain that the Issuer
              purchase all but not less than all of such Party's shares in FMCF
              for a price payable in cash, based on the Fair Market Value of
              FMCF at the date of exercise of the Put Option , and calculated in
              accordance with the modalities set out in (vii) below and subject
              to the provisions of subparagraph (vii) (b) below.

              Each of the Parties may exercise the Conversion Option or the Put
              Option for their respective participations at any time within the
              above referred period of thirty (30)

                                      -27-


              days, independently of whether the rest of the Parties exercise
              the Conversion Option or the Put Option for their participations.

         (v)  The only Parties that may exercise the Conversion Option or Put
              Option will be those in respect of which the Issuer receives
              written notice of the intention of each of them to exercise
              (hereinafter, a "CONVERSION/PUT NOTICE") within 15 days of receipt
              of an IPO Notice or Sale Notice or within 30 days after the fifth
              anniversary of the date of the earliest award of any of the
              Licenses (hereinafter, the "CONVERTING/PUTTING PARTIES"). An
              election to exercise the Conversion or Put Option by any Party
              shall be irrevocable, provided that any of the Converting Parties
              may revoke their Conversion/Put Notice (i) in the case of an IPO,
              if the IPO is not consummated within 4 months from the date of the
              IPO Notice, or the gross proceeds to the Issuer and the price per
              common share are not at least 80% of the respective minimum
              amounts referenced in the IPO Notice and (ii) in the case of a
              Sale, if the Sale is not consummated within nine months from the
              date of the Sale Notice.

         (vi) The Parties hereby agree that the common shares received by the
              Parties pursuant to the exercise of the Conversion Option as a
              result of the IPO Notice may be subject to certain restrictions
              upon the issuance of the shares by the Issuer imposed solely by
              the underwriters thereof or applicable law. Such restrictions will
              be the same for the Parties, FirstMark Holdings L.L.C.
              (hereinafter, "HOLDINGS") and any subsidiaries of Holdings which
              own shares of capital stock of the Issuer, provided that nothing
              in this Agreement is intended to restrict the Parties ability to
              sell common shares of the Issuer following the date that is two
              years after the consummation of the IPO or Sale unless a
              subsequent public offering constrains Holdings' ability to sell
              common shares of the Issuer, in which event the Parties will agree
              to such further restrictions for up to six months.

         (vii)Within thirty (30) days after the delivery by the last of the
              Parties of the Conversion Notice, (i) the Converting Party, if
              there is only one, shall select and, if there are several
              Converting Parties, the Converting Parties shall jointly select,
              one appraiser and (ii) the Issuer shall appoint another
              (hereinafter, the "APPRAISERS"), selected from among the leading
              international investment banks, and FMCF shall use its best
              efforts to provide the Appraisers with all relevant information in
              a timely manner.

                                      -28-


      (a)   Within sixty (60) days after the delivery by each of the Parties of
            the Conversion Notice, the Converting Parties shall deliver to the
            Issuer, their Appraiser's written estimate of the Fair Market Value
            of the Issuer and the Fair Market Value of FMCF and the Issuer shall
            deliver to the Converting Parties its Appraiser's written estimate
            of the Fair Market Value of the Issuer and the Fair Market Value of
            FMCF assuming in all cases referred to in this paragraph (vii) that
            both the Issuer and FMCF are listed companies.
      (b)   The Fair Market Value of the Issuer and the Fair Market Value of
            FMCF shall be determined in accordance with the following rules:
            -  should the estimates of both Appraisers be the same figure for
               the Fair Market Value of the Issuer and the same figure for the
               Fair Market Value of FMCF, such figures shall be selected as the
               Fair Market Values;
            -  should the estimates of both Appraisers differ by no more than
               10% in respect of the Fair Market Value of the Issuer, or the
               Fair Market Value of FMCF, as the case may be, the average figure
               of such two estimates shall be selected as the Fair Market Value;
            -  should the estimates of both Appraisers differ by more than 10%
               in respect of the Fair Market Value of the Issuer, or the Fair
               Market Value of FMCF, as the case may be, a third appraiser
               (hereinafter, the "THIRD APPRAISER") shall be jointly appointed
               by the Appraisers. Such Third Appraiser shall be selected from
               among the leading international investment banks. The Third
               Appraiser shall, within thirty (30) days after its appointment,
               deliver to the Converting Parties, the Issuer and the Appraisers
               its written estimate of the Fair Market Value of the Issuer or
               the Fair Market Value of FMCF, as the case may be;
            -  should the estimate of the Third Appraiser exceed the higher of
               the estimates of the Appraisers, such higher estimate of the
               Appraisers shall be selected as the Fair Market Value;
            -  should the estimate of the Third Appraiser be lower than the
               lowest of the estimates of the Appraisers, such lower estimate of
               the Appraisers shall be selected as the Fair Market Value; or
            -  should the estimate of the Third Appraiser be a figure between
               those of the estimates of the Appraisers, the estimate of the
               Third Appraiser shall be selected as the Fair Market Value.

                                      -29-


              (c)    The Converting Parties shall be deemed to have hereby
                     engaged and agreed to pay equally the fees and expenses of
                     the Appraiser appointed jointly by them. The Issuer shall
                     pay the fees and expenses of its Appraiser and the
                     Converting Parties and the Issuer shall pay equally (50-50)
                     the fees and expenses of the Third Appraiser.

              (d)    The failure by the Converting Parties or by the Issuer to
                     appoint their respective Appraisers, or the failure by any
                     of the Appraisers to deliver their written estimates of the
                     Fair Market Value on the periods referred to in (b) above,
                     shall imply that the estimate delivered by the other
                     Appraiser shall be selected as the Fair Market Value.

              (e)    The failure by any of the Appraisers to appoint the Third
                     Appraiser on the period referred to in (b) above, shall
                     imply that the estimate delivered by the other Appraiser
                     shall be selected as the Fair Market Value.

              The Fair Market Value determined in accordance with the foregoing
              procedure shall be binding on the Parties in all events and for
              all purposes.

       (viii) Should an IPO occur prior to the elapse of the period ending
              thirty (30) months after the date of the earliest awarding of the
              Licenses, as referred to in Clause II-10.1 (iii) the number of
              shares of the Issuer to be received as a result of the exercise of
              the Conversion Option pursuant to this Clause shall be determined
              in accordance with the provisions of Clause II-11 (vii) at the
              time on which the IPO is effectively carried out. However, the
              Parties shall not be entitled to convert effectively their shares
              in FMCF until such thirty (30) month period has elapsed. The
              Parties agree that in case of exercise of the Conversion Option
              within or after the initial thirty (30) month period as referred
              to in Clause II-10.1 (iii), the restrictions to transfer of
              participations within the second subsequent thirty (30) month
              period as referred to in Clause II-10.1 (iii) shall not apply; it
              being understood that the exercise of the Conversion Option and
              the effective completion of the conversion may not alter the
              financial commitments undertaken by the Parties.

III.     SCOPE OF COLLABORATION OF THE PARTIES

12.      SUPPORT FOR FMCF

                                      -30-



         The Parties will use their best efforts to collaborate in the bidding
         procedures that FMCF might take part in, playing an active role in the
         preparation of the tenders to be presented therein and in the
         monitoring of them until the award(s) is made and, very particularly,
         in everything to do with the Tenders and the obtaining of the
         License(s).

13.      PHASE PRIOR TO THE AWARDING OF THE LICENSES

         From the date of this Agreement up to the date on which any of the
         Licenses is awarded, and notwithstanding the general collaboration
         commitment set down in Clause 12 above, the Parties will use their best
         efforts on appropriate economic terms in particular, though without
         this constituting any limitation, to:

         (i)               collaborate actively with FMCF and with its advisers
                  in preparing the Tenders and in gathering together and
                  producing whatsoever documents and/or material that might be
                  required by the French Administration;

         (ii)              provide their assistance and support in whatsoever
                  steps that FMCF might need to carry out before the competent
                  authorities for the obtaining of the Licenses;

         (iii)             place at the disposal of FMCF the technical and human
                  means, infrastructure, technology and other resources required
                  by FMCF so that it might attain its immediate objective of
                  being awarded the Licenses.

         (iv)              to provide as Shareholders of FMCF, in a due form and
                  time, all the documentation that will be necessary to obtain
                  the Licenses.

                                      -31-




14.      PHASE SUBSEQUENT TO THE AWARDING OF THE LICENSES

         If FMCF is finally awarded any of the Licenses, and notwithstanding the
         general collaboration commitment set down in Clause III-12 above, the
         Parties will use their best efforts on appropriate economic terms, and
         subject to any constraints which may result from any agreements or
         commitments which may have been made by any Party or any Affiliate of
         any Party, in particular, though without this constituting any
         limitation, to:

         (i)               collaborate actively in the "TIME TO MARKET"
                  strategies of FMCF, that is, the launching on the market of
                  the various products and services of FMCF in order to
                  accelerate and cut down as much as possible the time for the
                  proper implementation of those products and services and the
                  start-up of the Business of FMCF;

         (ii)              collaborate actively in the strategies of operation,
                  marketing and distribution of the wireless local-loop products
                  and services provided by FMCF at any moment.

15.      PROVISIONS APPLICABLE TO THE FRENCH PARTIES

         For the purposes hereof, the expression "FRENCH PARTIES" shall mean
         AAA, BBB, CCC, DDD, EEE, and any of their Affiliates and any party
         covered by Clause II-10.4.2.

         The following provisions shall apply to French Parties to the
         exclusion of any other provisions applicable to the shareholders of
         FMCF:

         a)       From the date hereof until final decisions have been made by
                  the French authorities in respect of the WLL licenses which
                  are the object of the ART Invitation (the "Application
                  Period"), none of the French Parties will participate directly
                  as an investor in any group or consortium, other than the
                  FMCF, which is responding to the ART Invitation (an
                  "ALTERNATIVE CONSORTIUM"), provided however that such
                  undertaking shall cease to be effective should FMCF not make a
                  bid for at least one national WLL

                                      -32-


                  license or at least 10 regional WLL licenses in response to
                  the ART Invitation;

          b)      Any French Party shall be entitled to invest in any entity
                  other than FMCF, which provides any form of broadband activity
                  (whether by WLL or by any other method or methods) in France
                  (an "ALTERNATIVE PROVIDER"), provided however that (i) if FMCF
                  is awarded a national WLL license, no individual (natural
                  person) who represents a French Party on the Board of
                  Directors, of FMCF shall be on the Board of Directors, whether
                  as a member or as the permanent representative of a member, of
                  any Alternative Provider which is also the holder of a
                  national or a regional WLL license and (ii) if FMCF is awarded
                  one or more regional WLL licenses, no individual (natural
                  person) who represents a French Party on the board of
                  directors of FMCF shall be on the board of directors, whether
                  as a member or a permanent representative of a member, of any
                  Alternative Provider which holds a WLL license in any region
                  for which a WLL license is awarded to and is exploited by FMCF
                  except with the agreement of FMCF and (iii) it shall not hold
                  any interest greater than thirty-four (34%) per cent (or, if
                  less, any interest which, pursuant to a shareholders'
                  agreement, accords it blocking rights at shareholders'
                  meetings) in any entity other than FMCF whose principal
                  activity is the provision of WLL services in France (a
                  "COMPETITOR ENTITY"), and (iv) it shall from time to time
                  provide FMCF with information on the extent of its investment
                  in any Competitor Entity.

         c)       Except and only to the extent specifically prohibited or
                  limited by the operation of paragraphs a) and b) above,
                  nothing in the present Agreement shall be interpreted as
                  limiting in any manner the right of any French Party to make
                  any financial investment at any time in any entity whatsoever.

16.      COMMERCIAL CO-OPERATION

FMCF and FMCE shall supply products and provide services at pricing conditions
applying the Most Favoured Nation Clause across Europe, to any Party or any of
its Affiliates and also toLiberty Surf.

                                      -33-




IV.      MISCELLANEOUS

17.      CONFIDENTIALITY

17.1     CONFIDENTIAL INFORMATION

         For the purposes of this Agreement, Confidential Information means any
         information relating to the Business of FMCE, FirstMark Holdings FMCF
         or entities in which FMCE is the largest shareholder disclosed to the
         Parties or their representatives orally, in writing or other tangible
         or intangible form including, without limitation, discoveries, ideas,
         concepts, know-how, techniques, designs, specifications, drawings,
         blueprints, diagrams, models, samples, flow charts, computer programs,
         diskettes, marketing plans, financial plans, business plans, names of
         customers or suppliers and other technical, financial or business
         information.

         Confidential Information shall not include any information that:

         (i)      was known by the Parties free of any obligation to keep it
                  confidential prior to its disclosure by FMCE or FMCF;

         (ii)     is independently developed by the Parties other than in
                  connection with this Agreement and the transactions
                  contemplated hereby;

         (iii)    is publicly available when received or which later becomes so
                  available through no fault of the Parties, but only from the
                  date that such information becomes so available; or

         (iv)     was disclosed to the Parties by a third party who, to the
                  Parties' knowledge after due inquiry, is not prohibited from
                  disclosing such information by virtue of a nondisclosure
                  obligation to FMCE or FMCF.

17.2     CONFIDENTIALITY

         Each of the Parties shall use any Confidential Information obtained by
         it only in connection with its investment in FMCF. Each of the Parties
         shall hold the Confidential Information in confidence and shall
         disclose the Confidential Information only to their

                                      -34-




         respective employees, agents and contractors who have a need to know
         such information to accomplish this purpose and who have agreed to be
         bound by the terms and conditions of this Clause. None of the Parties
         shall disclose the Confidential Information to any other person without
         the prior written consent of FMCE or FMCF, as the case may be. Each of
         the Parties shall require their employees, agents and contractors to
         use the same degree of care to protect the confidentiality of the
         Confidential Information as they use with respect to similar
         information of the respective Party.

         Any disclosure of Confidential Information of direct relevance to FMCE
         such as business plans, operations, strategies (including but not
         limited to marketing, pricing or financing strategies) relating to FMCE
         wireless local-loop and other related activities shall require the
         prior written consent of FMCE.

17.3     UNAUTHORIED DISCLOSURE

         If any of the Parties becomes aware of any unauthorised disclosure,
         loss or misuse of the Confidential Information, they shall promptly
         notify FMCE or FMCF, as the case may be.

17.4     DISCLOSURE REQUIRED BY LAW

         If any of the Parties is required to disclose the Confidential
         Information (as defined in Clause II-17.1 above) by a competent
         judicial or administrative body pursuant to applicable law or
         regulation, they shall promptly notify FMCE or FMCF, as the case may
         be, so that FMCE or FMCF, as the case may be, may seek a protective
         order or other appropriate remedy. In the event that no such protective
         order or other remedy is obtained, the relevant Party shall furnish
         only that portion of the Confidential Information that it is advised by
         counsel is legally required and shall exercise all reasonable efforts
         to obtain reliable assurance that confidential treatment will be
         accorded to the Confidential Information.

                                      -35-




17.5     NO RIGHTS OR LICENSES

         This Agreement does not give any of the Parties any rights by license
         or otherwise to any of the Confidential Information.

17.6     SURVIVAL

         The Parties' obligations under this Clause shall remain in full force
         and effect for a period of one (1) year after the date of termination
         of this Agreement.

17.7     RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION

         On a written request from FMCE or FMCF, as the case may be, should it
         be in relation to Confidential Information relating to FMCE as
         described in 17.2 above, and, in any event, on termination of this
         Agreement, each of the Parties shall promptly and at their own expense
         either return to FMCF or to FMCE as instructed, or destroy the
         Confidential Information (including all copies thereof), depending on
         the instructions of FMCE or FMCF, as the case may be, except as
         otherwise required by applicable law.

17.8     REMEDIES

         Each of the Parties acknowledges that the breach or threatened breach
         of this Clause may result in irreparable injury to FMCF and/or FMCE and
         that, in addition to its other remedies, FMCF and/or FMCE shall be
         entitled to injunctive relief to restrain any actual or threatened
         breach of this Agreement. Each of the Parties hereby waives any
         requirement for the posting of a bond or other security in connection
         with the granting to FMCF or FMCE of such injunctive relief.

18.      COMMUNICATION POLICY

         The Shareholders agree that no public announcement by the Shareholders
         regarding the project contemplated herein, will occur without the
         express and unanimous approval of the Shareholders.

         Such provision shall be enforced until official announcement by ART of
         the WLL Licenses. Such policy shall also be communicated to the
         management team by the

                                      -36-



         Chairman.

19.      REPRESENTATIONS AND WARRANTIES

         Each Party represents and warrants as follows:

         (i)      the Party is a company duly organised and validly existing
                  under the laws of its jurisdiction of incorporation, with full
                  powers to carry out the business which it carries out and
                  proposes to carry out for the purposes of this Agreement;

         (ii)     the Party has the full legal right, power and authority to
                  execute and deliver this Agreement and to perform all of its
                  obligations hereunder;

         (iii)    this Agreement has been duly authorised, executed and
                  delivered by the Party and the obligations of the Party
                  contained therein constitute valid and legally binding
                  obligations of the Party, enforceable against the Party in
                  accordance with their terms;

         (iv)     the execution, delivery and performance of this Agreement and
                  the compliance with its terms does not, and shall not result
                  in a violation of the Party's charter or of any provision
                  contained in any other agreement or instrument to which the
                  Party is a party or by which the Party or any of its assets
                  are affected or any statute, law, rule, regulation, judgement,
                  award, decree or order applicable to the Party or any of its
                  assets; and

         (v)      no consent, approval or authorisation of, or declaration,
                  filing or registration with, any governmental or regulatory
                  authority, or any other person or entity, is required to be
                  made or obtained by the Party, in connection with the
                  execution, delivery and performance of this Agreement and
                  consummation of the transactions contemplated hereby, save for
                  the declarations to be filed by the non-French resident
                  Parties with the relevant French foreign investment
                  authorities.

         Each Party warrants to the other Parties that each of such
         representations is true and correct in all material respects as of the
         date of this Agreement and that none of them omits any matter the
         omission of which makes any of such representations misleading.

                                      -37-



         FMCE represents and warrants that as of the date hereof, FirstMark
         Holdings LLC is not subject to any restrictions on the transfer of
         Participations it holds indirectly in FMCF, which would or could
         prevent or impair FMCE's ability to fully and completely perform all
         its obligations pursuant to this Agreement.

20.      TERM AND TERMINATION

20.1     TERM

         This Agreement shall continue in effect until:

         (i)      the termination by any Party, if none of the Licenses has been
                  awarded to FMCF by December 31, 2000, in which case the
                  Agreement shall terminate for that Party and shall continue to
                  be valid and binding between the remaining Parties; or

         (ii)     automatically in respect of that Party (or its affiliate)
                  which ceases to own any participations, in which case the
                  Agreement shall continue to be valid and binding between the
                  remaining Parties.

         Notwithstanding the foregoing, the provisions relating to
         Confidentiality (Clause IV-17), Exclusivity and Non-competition (Clause
         III-15) , shall remain in effect for the term specified therein.

20.2     EFFECT OF TERMINATION

         The termination of this Agreement shall not in any way operate to
         impair or destroy any of the rights or remedies of any Party, or to
         relieve any Party of its obligations to comply with any of the
         provisions of this Agreement, which shall have accrued prior to the
         effective date of termination.

                                      -38-




21.      INDEMNIFICATION

21.1     LIMITATION ON PARTIES' LIABILITY

         Except as required by applicable law, the debts, obligations and
         liabilities of FMCF, whether arising in contract, tort or otherwise,
         shall be solely the debts, obligations and liabilities of FMCF, and
         none of the Parties, Directors or officers of FMCF shall be obligated
         personally for any such debt, obligation or liability of FMCF solely by
         reason of being a shareholder, director, officer or participating in
         the management of FMCF. The failure of FMCF to observe any formalities
         or requirements relating to the exercise of its powers or management of
         its business or affairs under applicable law or this Agreement shall
         not be grounds for imposing personal liability on the Parties for
         liabilities of FMCF.

21.2     SURVIVAL

         The provisions of this Clause IV-21 shall survive the termination of
         this Agreement and the dissolution and liquidation of FMCF.

22.      ASSIGNMENT

         This Agreement shall be binding and shall operate for the benefit of
         the Parties and their respective beneficiaries and assignees.

         Notwithstanding the above, except as provided for in Clause II-10.4
         above, the contractual position (rights and obligations) of each of the
         signatory Parties to this Agreement shall not be able to be assigned to
         a third party without prior express consent in writing from the
         signatory Parties to it that are not affected by the assignment of
         contractual position that it is wished to carry out.

         An exception to the above is made for the case of assignments of
         contractual position made by signatory Parties to this Agreement in
         favor of Affiliates, according to the definition of this contained in
         Clause II-10.4 above.

         The efficacy of assignments of contractual position made by the
         signatory Parties to this Agreement in conformity with the provisions
         contained in this Clause shall in all

                                      -39-



         cases be subject to the express written acceptance from the assignee of
         the terms and conditions set down herein.

23.      ENTIRE AGREEMENT

         This Agreement, together with the documents referred to herein and the
         Schedules hereto, constitutes the entire agreement of the Parties with
         respect to the subject matter contained herein and supersedes all prior
         understandings and negotiations between them, whether written or oral.

24.      PARTIAL NULLITY

         If any provision of this Agreement shall be invalid, illegal or
         unenforceable in any respect, the validity, legality and enforceability
         of the remaining provisions set forth herein shall not in any way be
         affected or impaired; provided, however, that in such case the Parties
         agree to use their best efforts to achieve the purpose of the invalid
         provision through a new, legally valid and enforceable provision.

25.      NOTICES

         Any notice, instruction or other communication to be given under this
         Agreement to a Party shall be in writing. Such notice, instruction or
         communication shall be deemed to have been duly given when it shall be
         delivered by hand or sent by airmail, telex or facsimile to the Party
         to which it is required or permitted to be given at such Party's
         address specified below or at such other address as such Party shall
         have designated by notice to the Party giving such notice, instruction
         or other communication.

                                      -40-




         For FMCE:

         To the attention of:  General Counsel
         0, xxx Xxxx Xxxxxx
         X-0000 Xxxxxxxxxx
         Fax: x(000) 00 00 00 00 00

         To FirstMark Communications International LLC
         000 Xxxxxxx  Xxxxxx, 00xx Xxxxx
         Xxx Xxxx, XX 00000
         Fax: (000) 000-0000

         For AAA:
         To the attention of: Xxxxxxx Xxxxxx
         0 xxx x'Xxxxxx
         00000 Xxxxx
         Fax: 00 00 00 00 00

         For BBB:
         To the attention of: Xxxxxxx Xxxxxx
         00 xxxxxx Xxxxxxxxx
         00000 Xxxxx
         Fax: 00 00 00 00 00

         For CCC:
         To the attention of: Xxxxxx Xxxxxx
         00 xxx xx Xxxxxxxx Xxxxx-Xxxxxx
         00000 Xxxxx
         Fax: 00 00 00 00 00

         For DDD:
         To the attention of: Xxxxxx Xxxxx Latinier
         00 xxxxxx xxx Xxxxxx-Xxxxxxx
         00000 xxxxx
         Fax: 00 00 00 00 00

                                      -41-


         For EEE:

         -   Banque pour l'expansion industrielle
             00 xxx Xxxxxxxx
             00000 Xxxxx
             Fax : 00 00 00 00 00

             To the attention of: Xxxx-Xxxxxxx Xxxxxxxx

         -   BNP Private Equity
             00 xxx Xxxxxxxx
             00000 Xxxxx

             To the attention of: Xxxx-Xxxxxxx Xxxxxxxx

         -   BNP EUROPE TELECOM and MEDIA
             FUND 2, LP (EMTF 2, LP
             CICB Financial Street
             Georgetown, X/X Xxx 000, Xxxxx Xxxxxx
             Xxxxxx Xxxxxxx, Xxxxxxx Xxxx Indies
             Fax : 00 0 000 000 0000

             To the attention of Xxxxxx Xxxxxxxxx

26.      HEADINGS

         The headings to the covenants and Clauses of this Agreement have been
         included strictly for reasons of convenience and they in no way affect
         or prejudice the interpretation of the content of them.

27.      ENGLISH LANGUAGE

         This Agreement has been executed in the English language and if any
         translation is made hereof, the English version only shall bind the
         Parties hereto.

         All documents to be furnished or communications to be given or made
         under this Agreement shall be in the English language or, if in
         another language, shall be accompanied by a translation into English
         duly certified, which translation shall be the

                                      -42-



         governing version between the Parties.

28.      GOVERNING LAW AND RESOLUTION OF DISPUTES

         This Agreement will be governed by the laws of France without giving
         effect to principles of conflicts of laws that would result in
         application of the law of another jurisdiction.

         Any dispute, controversy or claim arising out of or relating to this
         Agreement or the breach, termination or invalidity thereof, shall be
         settled by the Parties within the thirty (30) day period following the
         receipt by the last one of parties of a written notice pointing out the
         existence of such dispute, controversy, claim, breach, termination or
         invalidity. Should the parties not reach an agreement in the thirty
         (30) day period referred to above, the Parties agree to submit the
         relevant issue to arbitration. The arbitration shall be in accordance
         with the Rules of Conciliation and Arbitration of the International
         Chamber of Commerce, except that in the event of any conflict between
         those rules and any arbitration provisions of this Agreement, the
         provisions of this Agreement shall govern.

         There shall be three arbitrators appointed by the Geneva, Switzerland
         office of the International Chamber of Commerce in accordance with said
         Rules. The arbitration, including the making of the award, shall take
         place in Geneva, Switzerland. The arbitration shall be conducted in the
         English language and the award, and the reasons supporting it, shall be
         written in English.

         All decisions of the arbitral tribunal shall be final and binding on
         the Parties and may be entered against them in a court of competent
         jurisdiction. When affixing the cost of arbitration in its award, any
         costs, fees or taxes incidental to enforcing the arbitral award shall,
         to the maximum extent permitted by law, be borne by the Party resisting
         such enforcement.

AND AS PROOF OF CONFORMITY with the foregoing, the Parties sign this Agreement
along with its Schedules, in 10riginals and for a sole effect, in the place and
on the date stated in the heading.

FIRSTMARK COMMUNICATIONS EUROPE,

                                      -43-


S.C.A.

BY:

/s/ Xxxxx Xxxxxx Xxxxxxx
-------------------------------
SIGNED: XX XXXXX XXXXXX XXXXXXX

SUEZ-LYONNAISE DES EAUX                          FIRSMARK COMMUNICATIONS

BY:                                              FRANCE SAS

                                                 BY:
/s/                                              /s/
-------------------------------                  -------------------------------
SIGNED:                                          SIGNED:

GROUPE ARNAULT SA                                BANEXI SA
BY:                                              BY:

/s/                                              /s/
-----------------------------                    -------------------------------
SIGNED:                                          SIGNED:

RALLYE SA                                        BNP EUROPE TELECOM AND MEDIA
                                                 FUND II L.P.
BY:                                              BY:

/s/                                              /s/
----------------------------------               -------------------------------
SIGNED:                                          SIGNED:

PONTHIEU VENTURES SA                             NATIO VIE DEVELOPPEMENT
BY:                                              BY:

/s/                                              /s/
---------------------------------                -------------------------------
SIGNED:                                          SIGNED:

                                      -44-