November 1, 1999


         Reference is made to the Employment Agreement dated May 26, 1999 (the
         "Employment Agreement") by and between Phon-Net.com, Inc., a Florida
         corporation ("Employer") and Brian Collins, an individual resident in
         the City of Vancouver, Province of British Columbia ("Employee").

         In particular, reference is made to Section 4(d) of the Employment
         Agreement, which provides for the grant of Stock Appreciation Rights
         ("SARs") to Employee. In connection with the SARs, Employer and
         Employee agree as follows:

     1.  Not more than 50% of Employer's net income in excess of $50,000
         attributable to any fiscal year may be paid to Employee for amounts due
         under SARs granted to Employee.

     2.  Any amounts due to Employee for SARs in excess of 50% of such net
         income shall be deferred and accrued, and paid to Employee from not
         more than 50% of net income in excess of $50,000 for subsequent fiscal
         years.

     3.  Deferred and accrued SARs due to Employee shall be paid in the order
         earned, prior to the payment of SARs that are subsequently earned.

     4.  For purposes hereof, "net income" shall mean the net income reported on
         Employer's annual audited financial statements, the reporting of which
         shall be conclusive and binding on the parties.

     5.  The obligation of Employer for the payment of SARs pursuant to this
         Agreement shall survive termination of the Employment Agreement.

     6.  Notwithstanding the foregoing, all deferred and accrued SARs payable to
         Employee pursuant to this Agreement shall be paid to Employee at the
         closing of any transaction which results in a change of control of
         Employer, or upon termination of Employee's employment by Employer
         other than for cause. For purposes hereof, (a) "change of control"
         shall mean a business combination to which Employer is not the
         surviving party, a transaction following which Brian Collins does not
         control Employer's board of directors, or the sale of all or
         substantially all of Employer's assets, and (b) "for cause" shall have
         the meaning set forth in the Employment Agreement.




<PAGE>



     7.  Except as set forth herein, the Employment Agreement shall remain in
         full force and effect.

                                                     PHON-NET.COM, INC.


                                                     By: /S/ BRIAN COLLINS
                                                     ---------------------
                                                         Brian Collins, CEO


                                                     /S/ BRIAN COLLINS
                                                     -----------------
                                                     BRIAN COLLINS





<PAGE>



                                December 31, 1999


         Reference is made to (a) the Employment Agreement dated May 26, 1999
(the "Employment Agreement") by and between Phon-Net.com, Inc., a Florida
corporation ("Employer") and Brian Collins, an individual resident in the City
of Vancouver, Province of British Columbia ("Employee") and (b) the Amendment to
Employment dated November 1, 1999 by and between Employer and Employee (the
"First Amendment").

         With respect to the Employment Agreement and the First Amendment,
Employer and Employee agree as follows:

1. Section 4(d) of the Employment Agreement is hereby deleted in its entirety.

2. The First Amendment is hereby canceled in its entirety and shall cease to be
of any further force or effect.

3. Employee hereby relinquishes all of his right, title and interest in and to
any stock appreciation rights in Employer previously granted to Employee.

4. As consideration for the foregoing, Employer hereby agrees to issue to
Employee 3,200,000 shares of Employer's common stock and to cause share
certificates for such shares, registered in the name of Employee, to be
forthwith issued by Employer.

5. Except as set forth herein, the Employment Agreement shall remain in full
force and effect.

                                                     PHON-NET.COM, INC.


                                                     By: /S/ BRIAN COLLINS
                                                     ---------------------
                                                         Brian Collins, CEO


                                                     /S/ BRIAN COLLINS
                                                     -----------------
                                                     BRIAN COLLINS