First Amendment to Japan Joint Venture Agreement

FIRST AMENDMENT TO

JOINT VENTURE AGREEMENT



This First Amendment to Joint Venture Agreement ("First Amendment") is made and entered into as of September 16th, 1997, by and among Trans Cosmos, Inc., a

---- Japanese corporation ("TCI"), Primus Communications Corporation, a Washington corporation ("Primus"), and Best Career Company, a Japanese corporation ("BCC").



Background



Primus and TCI are parties to a certain Joint Venture Agreement, dated November 16, 1995 ("Agreement").



Pursuant to the Agreement, Primus and TCI established Primus Communications Corp. Japan, a Japanese corporation ("Primus KK"). The total outstanding stock of Primus KK is 200 shares, of which Primus owns 100 shares and TCI owns 100 shares. The total aut horized stock of Primus KK is 800 shares.



TCI and Primus wish to add BCC as a party to the Agreement and as a shareholder of Primus KK.



TCI and Primus wish to amend the Agreement to provide for the issuance of additional stock in Primus KK in order that T CI and Primus each holds approximately 15% of the common stock of Primus KK, and BCC holds the remaining approximately 70 percent, and to reconstitute the Board of Directors and Statutory Auditors of Primus KK as set forth below.



Both Primus and TCI are willing to waive their preferential rights to receive this additional stock under Article 8 of the Articles of Incorporation of Primus KK.



To accomplish the foregoing, TCI, BCC and Primus are entering into this First Amendment to the Agreement in accordance with Article 22 of the Agreement.



Agreement For good and valuable consideration, the receipt and sufficiency of which the parties acknowledge, the parties agree as follows:



Section 1. Defined Terms Except as expressly defined in this Amendment, capitalized terms shall have the same meanings ascribed to them in the Agreement.



Section 2. Amendment



2.1 Amendments. The Agreement is hereby amended as follows:

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(a) BCC is hereby added as a party to the Agreement.



(b) Article 1 is amended to provide that TCI and BCC shall have an aggregate 85.71% voting interest and Primus 14.29% voting interest.



(c) Article 4(4) is amended to include a provision that Board of Directors meetings shall be held on 14 days' notice and that, if necessary to allow directors to attend, the corporation may hold Board of Directors meetings by telephonic or video conferencing from time to time.



(d) Article 3(2) is amended to provide that Shareholders meetings shall be held on 4 weeks' notice.



(e) Article 4(1) amended to provide that the Board is to be comprised of six (6) Directors, of which five (5) Directors shall be elected from candidates nominated by TCI and BCC and one (1) Director shall be elected from a candidate n ...