AMENDMENT NUMBER TWO (2)

                            AMENDMENT NUMBER TWO (2)

                                       TO

                     Employment Contract Dated May 25, 1995
                                     Between
                      Global TeleMedia International, Inc.
                                       and
                                 Xxxxxxx X. Xxxx


This Amendment Number Three (3) dated February 1, 1997 to that certain
Employment Agreement dated May 25, 1995 by and between Global TeleMedia
International, Inc. and Xxxxxxx Xxxx 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 Fifty Two Thousand Dollars and No
          Cents ($52,000.00) 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 May 25, 1995
shall remain in full force and effect.


GLOBAL TELEMEDIA INTERNATIONAL,              XXXXXXX XXXX
INC.



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