WARREN H. FELDMAN 45 A. Samworth Road PO Box 3061 Clifton, NJ 07012 (973) 249-7410 February 9, 2000 VIA FEDERAL EXPRESS Airbill No. 8183 6488 6320 And Fax (202) 736-5065 Mr. Walt Anderson C/o Gold & Appel Transfer, S.A. 1023 31st Street, 4th Floor...

                        XXXXXX X. XXXXXXX
                        45 X. Xxxxxxxx Xxxx
                           XX Xxx 0000
                        Xxxxxxx, XX  00000
                          (000) 000-0000




February 9, 2000


VIA FEDERAL EXPRESS
Airbill No. 8183 0000 0000
And Fax (000) 000-0000

Mr. Xxxx Xxxxxxxx
C/o Gold & Xxxxx Transfer, S.A.
0000 00xx Xxxxxx, 0xx Xxxxx
Xxxxxxxxxx, X.X.  00000

     Re:     Put Option - Exercise Notice

Dear Xx. Xxxxxxxx:

Reference is made to that certain Put Agreement, dated September 21, 1999,
between and among Xxxx Xxxxxxxx, Xxxxxx Xxxxxxx, Xxx Xxxxxxx, Revision LLC,
Total-Tel USA Communications, Inc. and Foundation for the Independent Non-
Governmental Development of Space, as amended (the "Put Agreement").
Capitalized terms used in this letter without definition shall have the
meanings set forth in the Put Agreement.

     1.  Common Stock of Xxxxxx Xxxxxxx.  In accordance with the requirements
of Section 2.2 of the Put Agreement, I hereby give notice of the exercise of
the Put Option.  The information required by Section 2.2(a) to (e) of the Put
Agreement is set forth below as follows:

                                          Number of       Purchase
Name of Put Holder                    Shares To Be Sold     Price

Xxxxxx Xxxxxxx                         261,000 shares    $4,176,000
                                                         ----------
                                       261,000 shares    $4,176,000

The purchase price payment for the above-referenced shares should be wired
directly to my account as follows:

     Summit Bank
     ABA:  000000000
     00 Xxxxxxxxxx Xxxx.
     Xxxxxxxxxx Xxxx, XX

     To benefit Xxxxxx Xxxxxxx
     Account No. 303541547




     2.  Common Stock of Designee of Xxxxxx Xxxxxxx.  I hereby give notice of
the exercise of the Put Option with respect to my Designee listed below.  The
information required by Sections 2.2(a) to (e) of the Put Agreement with
respect to such Put Holder is set forth below as follows:

                                         Number of          Purchase
Name of Put Holder                   Shares To Be Sold        Price

Xxxxxxx Charitable Foundation             42,296           $676,736
                                        ----------------------------
                                          42,496           $676,736

The purchase price payment for the above-referenced shares should be wired
directly to the account number and bank specified below:

     Summit Bank
     ABA:  000000000
     00 Xxxxxxxxxx Xxxx.
     Xxxxxxxxxx Xxxx, XX

     To benefit of Xxxxxxx Charitable Foundation
     Account No. 4003034652


I would like to suggest that the Closing for the purchase and sale
transactions listed above be held on March 10, 2000, at 10:00 a.m. at the
offices of Xxxxxxx Berlin Shereff Xxxxxxxx, LLP.

Sincerely,

/s/ Xxxxxx X. Xxxxxxx

Xxxxxx X. Xxxxxxx

WHF:sad

c:     Xxxx X. XxXxxxxxxx, Esq.
       Via Federal Express
       Airbill No. 8183 0000 0000
       And Fax (000) 000-0000