AMENDMENT NUMBER TWO (2)

                            AMENDMENT NUMBER TWO (2)

                                       TO

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


This Amendment Number Two (2) dated February 1, 1997 to that certain Employment
Agreement dated September 1, 1995 by and between Global TeleMedia International,
Inc. and Xxxxxxxx XxXxxxx shall be amended as follows

     Article 2. shall be amended to revise Article 2.1 as follows:

     2.   COMPENSATION.

               2.1  For all services rendered hereunder, Employer agrees to pay
          Employee and Employee agrees to accept from Employer, annual base
          compensation computed at the rate of Ninety Eight Thousand Dollars and
          No Cents ($98,000.00) per annum during the term of Employee's
          employment, prorated base don the period of actual service and payable
          in accordance with Employer's standard payroll policies.  The Board of
          Directors of Employer may increase Employee's compensation from time
          to time and will review Employee's performance hereunder and his
          compensation therefor in accordance with principles and practices
          generally acceptable to Employer's employees.

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