AMENDMENT NUMBER ONE (1)

                            AMENDMENT NUMBER ONE (1)

                                       TO

                   Employment Contract Dated September 1, 1995
                                     Between
                      Global TeleMedia International, Inc.
                                       and
                               Xxxxxxxx X. XxXxxxx


This Amendment Number One (1) dated February 1, 1996 to that certain Employment
Agreement dated May 25, 1995 by and between Global TeleMedia International, Inc.
and Xxxxxxxx X. XxXxxxx shall be amended as follows

     Article 2. shall be amended to include new Article 2.5 as follows:

     2.   COMPENSATION.

               2.5  Employer hereby grants to employee the right to purchase
          50,000 warrants and options in Global TeleMedia International, Inc.
          for the sum of $1.00 per warrant.  These warrants must be exercised,
          in whole or in part, no later than January 31, 1997.  In order to
          receive sair warrant options, Employee must remain in the employ of
          Global TeleMedia International, Inc. through January 31, 1997.

All other terms and conditions of the original agreement dated September 1, 1995
shall remain in full force and effect.


GLOBAL TELEMEDIA INTERNATIONAL,              XXXXXXXX X. XXXXXXX
INC.



By:  /s/ Xxxxxxxx X. XxXxxxx                 By:  /s/ Xxxxxxxx X. XxXxxxx
   ---------------------------------------        -----------------------------
Its: President and Chief Executive Officer