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                                                                  EXHIBIT 10.3.1

                                 AMENDMENT I TO
                              AMENDED AND RESTATED
                                PAYMENT AGREEMENT

THIS AMENDMENT I ENTERED INTO AS OF THIS DECEMBER 15, 2002 TO AMENDED AND
RESTATED PAYMENT Agreement (the "Agreement") entered into as of April 1, 2002 by
and between National Online SERVICES, INC. ("NOL"), LIBERTY COMMUNICATIONS, INC.
("Liberty"), AMERILINC, INC. ("Amerilinc") (collectively "Global Subs" and Trans
Voice INVESTMENTS, Inc. ("Trans Voice"), which amended and restated the Payment
Agreement.

                                  INTRODUCTION

         WHEREAS, at the time of the execution of the amendment Trans Voice had
not timely paid amounts due it pursuant to the Agreement. Pursuant to the
aforesaid amendment, Trans Voice had agreed to take no action for six (6) months
with respect to amounts outstanding if Trans Voice were paid currently under the
Agreement;

         WHEREAS, current amounts due under the Agreement had not been paid and
as of this date all past due amounts to Trans Voice had not been paid;

         WHEREAS, Trans Voice is willing to further defer action in
consideration of the amendment hereby;

         WHEREAS, as additional consideration of the extension the parties also
desire to modify and clarify certain provisions of the Agreement;

         WHEREAS, pursuant to the Agreement all future Global Subs are to be
obligated under pursuant to the Agreement; and

         WHEREAS, Trans Voice has assigned certain rights under this Agreement
to Trans Voice Limited ("Limited") and desires to have the parties hereto
acknowledge the foregoing assignment.

         NOW THEREFORE, in consideration of the mutual promises contained herein
and for other good and valuable consideration, the receipt of which is hereby
acknowledged, the parties agree to amend the Agreement, as follows:

                                    AGREEMENT

         1. Unless otherwise indicated by the context as used herein defined
terms herein shall have the same meanings as set forth in the Agreement.

         2. Paragraph 1 of the Agreement is amended by changing the definitions
of "Program", "Customer" and "Monthly Customer" as follows:

                  "Program" shall refer to any service or product marketed
                  through telemarketing efforts by Global Asset Holdings, Inc.
                  ("Global") or the Global Subs and any of their direct or
                  indirect affiliates thereof including any entity controlled
                  by, controlling or under common control with any of Global or
                  the Global Subs ("Related Parties") whether such product or
                  services is sold or provided by Global, Global Subs or a
                  Related Party or an independent third party. Global Subs shall
                  include all New Entities as defined in paragraph 6(b) hereof.
                  Telemarketing efforts shall include the efforts of independent
                  third parties retained by Global, a Global Sub or Related
                  Party.

                  "Customers" shall refer to a person who purchases a product or
                  service marketed pursuant to a Program.

                  "Monthly Customer" in any one month shall refer to a customer
                  purchasing, subscribing or otherwise acquiring a product or
                  service included in a Program in such month as evidenced by an
                  invoice for such product or service but shall not include a
                  trial customer

         3. A new subparagraph 5(a)(iii) shall be added to the agreement to read
as follows:

                  (iii) In connection with the payment under paragraph 5(a)(ii)
                  there shall be a periodic adjustment to reflect the number of
                  customers included as a monthly customer in any month which do
                  not make payment to Global, Global Subs or Related Parties for
                  the product or service with respect to such month within
                  ninety days after the end of such month because of
                  cancellation, dispute or any other reason. A customer,
                  nevertheless, shall still be deemed a Monthly Customer in a
                  particular month even if the invoiced amount is adjusted.
                  Commencing as of December 31, 2002 and as of the last day of
                  every calendar quarter thereafter ("Determination Date") a
                  calculation shall be made for each prior month for which a
                  payment is made to determine if the number of Monthly
                  Customers is to be adjusted. Such determination shall be made
                  thirty days after Determination Date and shall be certified by
                  the Chief Financial Officer of Global and delivered to all
                  parties. If it is determined that the number of customers in
                  any month in which a payment under 5(a)(ii) has been made was
                  less than the number upon which a payment has been based there
                  shall be deducted from future payment to Trans Voice under
                  5(a)(ii) an amount equal to the product of one dollar
                  multiplied by the number of customers deducted from such
                  number.

                  Paragraph 4 of the Agreement is amended in its entirety to
                  read as follows:


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                  Trans Voice accepts payment and office space and services
                  hereunder in lieu of all other payment terms or obligations
                  for finder's fees or fees for services it may be entitled to.
                  Trans Voice agrees not to commence any action against the
                  Global Subs prior to December 31, 2003 for non-payment of
                  amounts due hereunder. Global Subs shall use their best
                  efforts to pay all such amounts.

         5. Trans Voice has as assigned a portion of its rights under the
Agreement as amended hereby to Trans Voice LLC pursuant to the attached
Agreement of Assignment and each Global Sub hereby shall execute the
acknowledgement attached to the Assignment Agreement.

         6. Global hereby shall become a party to the Agreement.

         7. Except as specifically modified herein the Agreement shall continue
in full force and effect.


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         IN WITNESS WHEREOF, the undersigned have executed this Amended Payment
Agreement as of the date first written above.

TRANS VOICE INVESTMENTS, INC.       NATIONAL ONLINE SERVICES, INC.

By: s/                              By: s/
    --------------------------          -----------------------------------
Name:                               Name:
Its:                                Its:

                                    LIBERTY COMMUNICATIONS, INC.

                                    By: s/
                                        -----------------------------------
                                    Name:
                                    Its:


                                    AMERILINC, INC.

                                    By: s/
                                        -----------------------------------
                                    Name:
                                    Its:

                                    GLOBAL ASSET HOLDINGS, INC

                                    By: s/
                                        -----------------------------------
                                    Name:
                                    Its:

                                    EPIXTAR COMMUNICATIONS, CORP.

                                    By: s/
                                        -----------------------------------

                                    EPIXTAR FINANCIAL CORP.

                                    By: s/
                                        -----------------------------------

                                    EPIXTAR MANAGEMENT CORP.

                                    By: s/
                                        -----------------------------------

                                    EPIXTAR SOLUTIONS CORP.

                                    By: s/
                                        -----------------------------------

                                    FREEDOM PHONECARD INC.

                                    By: s/
                                        -----------------------------------

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                                    MERCHANT INTERNET SERVICES, CORP.

                                    By: s/
                                        -----------------------------------

                                    ONE WORLD PUBLIC COMMUNICATIONS, CORP.

                                    By: s/
                                        -----------------------------------

                                    SBA ONLINE, INC.

                                    By: s/
                                        -----------------------------------

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