Amendment No. 2 To Fiscal Agency Agreement

EXHIBIT 10.4 AMENDMENT NO. 2 TO FISCAL AGENCY AGREEMENT

This AMENDMENT NO. 2 TO FISCAL AGENCY AGREEMENT (this " Amendment") dated as of May 29, 2003, is by and among iBASIS, INC., a Delaware corporation (together with its permitted successors and assigns, the " Company"), IBASIS GLOBAL, INC., a Delaware corporation (together with its permitted successors and assigns, " iBasis Global", and collectively with the Company, the " Issuer"), and U.S. BANK NATIONAL ASSOCIATION, as the fiscal agent, paying agent, note registrar and authenticating agent (in such capacity, together with its permitted successors and assigns, the " Fiscal Agent").

WHEREAS , the Issuer and the Fiscal Agent are parties to a Fiscal Agency Agreement dated as of January 30, 2003 (as amended and in effect from time to time, the " Fiscal Agency Agreement"), pursuant to which the Issuer appointed the Fiscal Agent to act as paying agent, registrar and transfer agent in respect of the Issuer's 11.5% Senior Secured Notes due 2005 (the " Notes");

WHEREAS, Section 17(a)(v) of the Fiscal Agency Agreement provides that the Issuer and the Fiscal Agent may enter into a supplemental agreement to cure any ambiguity, correct or supplement any provision which may be inconsistent with any provision in the Fiscal Agency Agreement, or to make any other provisions with respect to matters or questions arising from the Fiscal Agency Agreement upon receipt by the Fiscal Agent of written direction from the Issuer;
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