EXHIBIT 4.14



                          REGISTRATION RIGHTS AGREEMENT


         REGISTRATION RIGHTS AGREEMENT (this "Agreement") made as of the 1st day
of October, 1998, among GLOBAL TELECOMMUNICATION SOLUTIONS, INC., a Delaware
corporation ("GTS"), PENNSYLVANIA MERCHANT GROUP, a Delaware corporation (the
"Agent") and the persons listed on the signature pages hereto (the "Investors").

                                    RECITALS:

         GTS is offering (the "Offering") for sale of 1,198,000 shares of its
Common Stock, $.01 par value per share (the "Shares"), pursuant to a Private
Placement Memorandum dated September 18, 1998 (the "Memorandum").

         The execution and delivery of this Agreement is a condition to the
offering of the Shares pursuant to the Memorandum.

         NOW, THEREFORE, in consideration of the premises and covenants set
forth herein, and intending to be legally bound hereby, the parties hereto agree
as follows:

         1.       Certain Definitions.  As used herein, the following terms 
shall have the following respective meanings:

                  "Commission" shall mean the Securities and Exchange
Commission, or any other federal agency at the time administering the federal
securities law.

                  "Common Stock" shall mean the Common Stock, $.01 par value, of
GTS.

                  "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as shall be in effect at the time.

                  "Registration Expenses" shall mean the expenses so described 
in Section 8 hereof.

                  "Restricted Stock" shall mean the shares of Common Stock
purchased by the Investors pursuant to the Memorandum and any shares of Common
Stock or other securities of GTS received as a stock dividend or other
distribution in respect to the Shares.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended, or any similar federal statute, and the rules and regulations of the
Commission thereunder, all as shall be in effect at the time.



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                  "Selling Expenses" shall mean the expenses so described in 
Section 8 hereof.

         2. Restrictive Legend. Each certificate representing the Shares and,
except as otherwise provided in Section 3 hereof, each certificate issued upon
exchange or transfer of any of the Shares, shall be stamped or otherwise
imprinted with a legend substantially in the following form:

            THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
            REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
            "SECURITIES ACT"), OR ANY APPLICABLE STATE SECURITIES LAWS.
            THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH
            A VIEW TO OR FOR RESALE IN CONNECTION WITH THE DISTRIBUTION
            THEREOF. NO DISPOSITION OF THE SECURITIES MAY BE MADE UNLESS
            (i) A REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND
            APPLICABLE STATE SECURITIES LAWS IS THEN IN EFFECT WITH
            RESPECT THERETO, (ii) A WRITTEN OPINION REASONABLY
            SATISFACTORY TO THE COMPANY FROM COUNSEL FOR THE COMPANY OR
            OTHER COUNSEL FOR THE HOLDER REASONABLY ACCEPTABLE TO THE
            COMPANY HAS BEEN OBTAINED TO THE EFFECT THAT NO SUCH
            REGISTRATION IS REQUIRED OR (iii) A "NO-ACTION" LETTER OR ITS
            THEN EQUIVALENT HAS BEEN ISSUED BY THE STAFF OF THE SECURITIES
            AND EXCHANGE COMMISSION.

         3. Notice of Proposed Transfer. Prior to any proposed transfer of any
Shares or Restricted Stock (other than under the circumstances described in
Sections 4 or 5 hereof), the holder thereof shall give written notice to GTS of
its intention to effect such transfer. Each such notice shall describe the
manner of the proposed transfer and, if requested by GTS, shall be accompanied
by an opinion of counsel satisfactory to GTS to the effect that the proposed
transfer may be effected without registration under the Securities Act,
whereupon such holder shall be entitled to transfer such securities in
accordance with the terms of its notice. Each certificate representing the
Shares or the Restricted Stock transferred as provided by this Section 3 shall
bear the legend set forth in Section 2 hereof, except that no such certifi cate
shall bear such legend if (i) such transfer is in accordance with the provisions
of Rule 144(k) or any other rule permitting public sale without registration
under the Securities Act or (ii) the opinion of counsel referred to in Section 2
hereof is to the further effect that the transferee and any subsequent
transferee (other than an affiliate of GTS) would be entitled to transfer such
securities in a public sale without registration under the Securities Act.

         4.       Required Registration.

                  (a) Within 60 days after the Closing Date (as defined in the
Memorandum) of the Offering, GTS shall use its best efforts to register under
the Securities Act all of the shares of Restricted Stock; provided, however,
that GTS shall not be obligated to effect any registration statement with
respect to Restricted Stock under this Section 4 if, in the opinion of counsel
satisfactory to GTS and to the holders of such Restricted Stock, the proposed
transfer may be effected without registration under the Securities Act and any
certificate evidencing the shares to be transferred need not bear a restrictive
legend.

         5. Registration Procedures. If and whenever GTS is required by the
provisions of Sections 4 or 5 hereof to effect the registration of any shares of
Restricted Stock under the Securities Act, GTS will use its best efforts, as
expeditiously as possible, to:

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                  (a) prepare and file with the Commission a registration
statement which, in the case of an underwritten public offering pursuant to
Section 4 hereof, shall be on Form S-1 or other form of general applicability;

                  (b) prepare and file with the Commission such amendments and
supplements to such registration statement and the prospectus used in connection
therewith as may be necessary to keep such registration statement effective for
the period specified in paragraph (a) above and to comply with the
provisions of the Securities Act with respect to the disposition of all
Restricted Stock covered by such registration statement in accordance with the
sellers' intended method of disposition set forth in such registration statement
for such period;

                  (c) furnish to each seller such number of copies of the
registration statement and the prospectus included therein, including each
prospectus subject to completion, as such persons may reasonably request in
order to facilitate the public sale or other disposition of the Restricted Stock
covered by such registration statement;

                  (d) immediately notify each seller under such registration
statement and each under writer, at any time when a prospectus relating thereto
is required to be delivered under the Securities Act, of the happening of any
event as a result of which the prospectus contained in such registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state any material fact required to be stated therein or necessary to
make the statements therein not misleading in light of the circumstances then
existing;

                  In connection with each registration hereunder, the selling
holders of Restricted Stock will furnish to GTS in writing such information with
respect to themselves and the proposed distribution by them and execute such
documents regarding the Restricted Stock held by the sellers and the intended
method of disposition thereof as shall be reasonably necessary in order to
assure compliance with federal and applicable state securities laws.

         6. "Market Stand-Off" Agreement. Each holder of Restricted Stock hereby
agrees that, during the 180-day period following the effective date of a
registration statement of GTS filed under the Securities Act, it shall not,
unless otherwise permitted by GTS and such underwriter, sell or otherwise
transfer or dispose of, other than to persons who agree to be similarly bound,
any Restricted Stock of GTS held by it at any time during such period except
Restricted Stock included in such registration. In order to enforce this
covenant, GTS may impose stop-transfer instructions with respect to the
Restricted Stock of each holder of Restricted Stock and the shares or securities
of every other person subject to the foregoing restriction until the end of such
period.

         7. Expenses. All expenses incurred by GTS in complying with Sections 4
or 5 hereof, including, without limitation, all registration and filing fees,
printing expenses, fees and disbursements of counsel and independent public
accountants for GTS, fees of the National Association of Securities Dealers,
Inc., transfer taxes, fees of transfer agents and registrars and costs of
issuance, but excluding any Selling Expenses, are herein called "Registration
Expenses." All underwriting discounts and selling commissions and their
professional fees, if any applicable to the sale of Restricted Stock are herein
called "Selling Expenses."

                  GTS will pay all Registration Expenses in connection with each
registration statement filed pursuant to Sections 4 or 5. All Selling Expenses
in connection with any registration statement filed pursuant to Sections 4 or 5
hereof shall be borne by the participating sellers

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         8.       Indemnification and Contribution.

                  (a) In the event of a registration of any of the Restricted
Stock under the Securities Act pursuant to Sections 4 or 5 hereof, GTS will
indemnify and hold harmless each seller and underwriter of such Restricted Stock
thereunder and each other person, if any, who controls such seller or
underwriter within the meaning of the Securities Act, against any and all
losses, claims, damages or liabilities, joint or several, to which such seller
or underwriter or controlling person may become subject under the Securities Act
or otherwise, insofar as such losses, claims, damages or liabilities (or actions
in respect thereof) result from any untrue statement or alleged untrue statement
of any material fact contained in any registration statement under which such
Restricted Stock was registered under the Securities Act pursuant to Sections 4
or 5 hereof, any prospectus subject to completion or final prospectus contained
therein, or any amendment or supplement thereof, or arise out of or are based
upon the omission or alleged omission to state therein a material fact required 
to be stated therein or necessary to make the statements therein not misleading,
and will reimburse each such seller, each such underwriter and each such
controlling person for any legal or other expenses reasonably incurred by them
in connection with investigating or defending any such loss, claim, damage,
liability, or action; provided, however, that GTS will not be liable in any such
case if and to the extent that any such loss, claim, damage or liability arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission so made in conformity with information furnished by
such seller, such underwriter or such controlling person in writing specifically
for use in such registration statement or prospectus.

                  (b) In the event of a registration of any of the Restricted
Stock under the Securities Act pursuant to Sections 4 or 5 hereof, each seller
of such Restricted Stock thereunder will indemnify and hold harmless GTS and
each person, if any, who controls GTS within the meaning of the Securities Act,
each officer of GTS who signs the registration statement, each director of GTS
and each underwriter and any controlling person thereof from any and all losses,
claims, damages or liabilities, joint or several, to which GTS or such officer
or director or underwriter or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) result from any untrue statement or
alleged untrue statement of any material fact contained in the registration
statement under which such Restricted Stock was registered under the Securities
Act pursuant to Sections 4 or 5 hereof, any prospectus subject to completion or
final prospectus contained therein, or any amendment or supplement thereof, or
arise out of or are based upon the omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the
statements therein not misleading, and will reimburse GTS and each such officer,
director, underwriter and controlling person for any legal or other expenses
reasonably incurred by them in connection with investigating or defending any
such loss, claim, damage, liability or action; and provided, however, that such
seller will be liable hereunder in any such case if and only to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with information pertaining to such
seller, as such, furnished in writing to GTS by such seller specifically for use
in such registration statement or prospectus; provided, further, however, that
the liability of each seller hereunder shall be limited to the proportion of any
such loss, claim, damage, liability or expense which is equal to the proportion
that the public offering price of the shares sold by such seller under such
registration statement bears to the total public offering price of all
securities sold thereunder, but not to exceed the proceeds received by such
seller from the sale of Restricted Stock covered by such registration statement.

                  (c) Promptly after receipt by an indemnified party hereunder
of notice of the commence ment of any action, such indemnified party shall, if a
claim in respect thereof is to be made against the indemnifying party hereunder,
notify the indemnifying party in writing thereof, but the omission so to notify
the indemnifying party shall not relieve it from any liability which it may have
to any indemnified party except to the extent of any damages resulting from such


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omission. In case any such action shall be brought against any indemnified party
and it shall notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 9 for any legal expenses subsequently incurred by such
indemnified party in connection with the defense thereof other than reasonable
costs of investigation and of liaison with counsel so selected; provided,
however, that if the defendants in any such action include both the indemnified
party and the indemnifying party and the indemnified party shall have reasonably
concluded that there may be reasonable defenses available to it which are
different from or additional to those available to the indemnifying party or if
the interests of the indemnified party reasonably may be deemed to conflict with
the interests of the indemnifying party, the indemnified party shall have the
right to select a separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the expenses and
fees of such separate counsel and other expenses related to such participation
to be reimbursed by the indemnifying party as incurred.

                  (d) In order to provide for just and equitable contribution in
circumstances in which the benefits of the indemnity agreements provided for in
the preceding subsections of this Section 9 are for any reason held to be
unavailable to the underwriters, GTS or each seller of Restricted Stock, then
GTS will contribute to the damages paid by the several underwriters or each
seller of Restricted Stock, the underwriters will contribute to the damages paid
by GTS or each seller of the Restricted Stock, as the case may be, and each
seller of Restricted Stock will contribute to the damages paid by the
underwriters or GTS, as the case may be; provided that no person guilty of
fraudulent misrepresentation within the meaning of Section 11(f) of the
Securities Act shall be entitled to contribution from any party who was not
guilty of such fraudulent misrepresentation. In determining the amount of
contribution to which the respective parties are entitled, there shall be
considered the relative benefits received by each party from the offering of the
Restricted Stock taking into account the portion of the proceeds of the offering
realized by each, the parties' relative knowledge and access to information
concerning the matter with respect to which the claim was asserted, the
opportunity to correct and prevent any statement or omission, and any other
equitable considerations appropriate in the circumstances. GTS, the underwriters
and each seller of Restricted Stock agree that it would not be equitable if the
amount of such contribution were determined by pro rata or per capita
allocation, even if the underwriters were treated as one entity for such
purpose. No underwriter or person controlling such underwriter shall be
obligated to make contribution hereunder which in the aggregate exceeds the
total public offering price of the stock purchased by such underwriter under the
underwriting agreement, less the aggregate amount of any damages which such
underwriter and its controlling persons have otherwise been required to pay in
respect of the same or any substantially similar claim. The underwriters'
obligations to contribute shall be several in proportion to their respective
underwriting obligations and not joint. For purpose of this Section 9, each
person, if any, who controls an underwriter within the meaning of Section 15 of
the Securities Act shall have the same rights to contribution as such
underwriter; each director of GTS, each officer of GTS who signed the
registration statement, and each person who controls each seller of Restricted
Stock within the meaning of Section 15 of the Securities Act shall have the same
rights to contribution as each seller of Restricted Stock.

         9. Changes in Common Stock. If, and as often as, there are any changes
in the Common Stock by way of stock split, stock dividend, combination or
reclassification, or through merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made in
the provisions hereof, as may be required, so that the rights and privileges
granted hereby shall continue with respect to the Common Stock as so changed.

         10. Representations, Warranties and Covenants of GTS. GTS represents
and warrants to the Investors as follows:

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                  (a) The execution, delivery and performance of this Agreement
by GTS have been duly authorized by all requisite corporate action and will not
violate any provision of law, any order of any court or other agency of
government, the Certificate of Incorporation or Bylaws of GTS, or any provision
of any indenture, agreement or other instrument to which it or any or its
properties or assets is bound, or conflict with, result in a breach of or
constitute, with due notice or lapse of time or both, a default under any such
indenture, agreement or other instrument, or result in the creation or
imposition of any lien, charge or encumbrance of any nature whatsoever upon any
of the properties or assets of GTS.

                  (b) This Agreement has been duly executed and delivered by GTS
and constitutes the legal, valid and binding obligation of GTS, enforceable in
accordance with its term, except as enforcement of this Agreement may be limited
by bankruptcy, insolvency or other similar laws affecting creditors' rights
generally and that the remedy of specific performance is subject to the
discretion of the court before which proceedings therefore are brought and
except as enforceability of any indemnification provision may be limited under
federal and state securities laws.

                  (c) With a view to making available to the holders of
Restricted Stock the benefits of Rule 144 promulgated under the Securities Act
and any other rule or regulation of the Commission that may at any time permit a
holder to sell securities of GTS to the public without registration or pursuant
to a registration on Form S-3, GTS agrees to:

                           (i)      make and keep public information available, 
as those terms are understood and defined in Rule 144 under the Securities Act,
at all times;

                           (ii)     take such reasonable action as is necessary 
to enable the holders of Restricted Stock to utilize Form S-3 for the sale of
their Restricted Stock;

                           (iii) file with the Commission in a timely manner all
reports and other documents required of GTS under the Securities Act and the 
Exchange Act; and

                           (iv) furnish to any holder, so long as such holder
owns any Restricted Stock, forthwith upon request: (a) a written statement by 
GTS that it has complied with the reporting requirements of Rule 144, the
Securities Act and the Exchange Act, or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3 at any time after it so qualifies,
(b) a copy of the most recent annual or quarterly report of GTS and such other
reports and documents so filed by GTS and (c) such other information as may be
reasonably requested in availing any holder of any rule or regulation of the
Commission which permits the selling of any such securities without registration
or pursuant to such form.

         11.      Amendments and Waivers.

                  (a) Except with respect to the provisions of Sections 4 or 5
hereof, changes in or additions to any provision of this Agreement may be made
or compliance with any term, covenant, agreement, condition or provision set
forth herein may be omitted or waived, either generally or in a particular
instance and either retroactively or prospectively, upon written consent of GTS
and the holders of not less than a majority of the Restricted Stock.

                  (b) No consent shall be required from any party to this
Agreement that no longer holds any Restricted Stock.

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         12.      Miscellaneous.

                  (a) All covenants and agreements contained in this Agreement
by or on behalf of any of the parties hereto shall bind and inure to the benefit
of the respective successors and assigns of the parties hereto whether so
expressed or not, provided that upon a transfer of shares of Restricted Stock,
the transferee shall send GTS written notice setting forth its address and its
agreement to be bound by the terms of this Agreement. Without limiting the
generality of the foregoing, the registration rights conferred herein on the
holders of Restricted Stock shall inure to the benefit of any and all subsequent
holders from time to time of the Restricted Stock.

                  (b) All notices, requests, consents and other communications
hereunder shall be in writing and shall be mailed by first class registered
mail, postage prepaid, addressed as follows:

                           (i)      if to GTS, at its offices at 10 Stow Road, 
Suite 200, Marlton, New Jersey 08053; Attention:  President;

                           (ii)     if to the Agent, at its offices at Four 
Falls Corporate Center, West Conshohocken, PA 19428;

                           (iii) if to the Investors, at their respective
addresses set forth on the signatures pages hereto; and

                           (iv)     if to any subsequent holder of Restricted 
Stock, at such address as may have been furnished to GTS in writing by such 
holder;

or, in any case, at such other address or addresses as shall have been furnished
in writing to GTS in the case of a holder of Restricted Stock or to the holders
of Restricted Stock in the case of GTS.

                  (c) This Agreement shall be governed by and construed in
accordance with the laws of the Commonwealth of Pennsylvania.

                  (d) This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

                  (e) If this Agreement shall conflict in any way with all or
any portion of any other agreement or instrument to which any party hereto is a
party, this Agreement shall supersede such conflicting agreement or instrument
or portion thereof.

                  (f) Wherever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any portion of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein.


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         IN WITNESS WHEREOF, GTS, the Agent and the Investors have executed this
Agreement as of the date first above written.

GLOBAL TELECOMMUNICATION                     INVESTOR (INDIVIDUAL)
   SOLUTIONS, INC.


By:______________________________            __________________________
     Randy Cherkas, President                (Signature)


                                             ___________________________
                                             (Name - Please Print)

                                             ___________________________
                                             (Address)

                                             ___________________________
                                             (Social Security Number)


PENNSYLVANIA MERCHANT GROUP                  INVESTOR (ENTITY)


By:____________________________              ____________________________
                                             (Name - Please Print)

                                             ___________________________
                                             (Address)

                                             ___________________________
                                             (Tax Identification Number)


                                             By:_________________________

                                             Name:_______________________

                                             Title:______________________

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