GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
                             5697 Rising Sun Avenue
                        Philadelphia, Pennsylvania 19120


                                                     November 10, 1997


Mr. Shelly Finkel
1385 York Avenue
New York, New York 10017

Dear Mr. Finkel:

     This letter sets forth certain amendments to the employment agreement dated
as  of  November  2,  1994  ("Employment  Agreement")  between  you  and  Global
Telecommunication  Solutions, Inc. ("Company").  Upon your review and acceptance
of the terms set forth herein,  and in  consideration  of your extension of your
employment term, the Employment Agreement shall be immediately deemed amended as
follows:

     1. Section 2.1 of the  Employment  Agreement  is hereby  amended to provide
that,  as of  January  1,  1998,  your  Salary  (as  defined  in the  Employment
Agreement) shall be increased from $75,000 per annum to $150,000 per annum.

     2. Section 3 is amended as follows to read in its entirety, as follows:

          "3.      Term and Termination.

          3.1 The term of this Agreement shall continue until December 31, 2000,
     unless sooner terminated as herein provided. Notwithstanding the foregoing,
     the Company may terminate this Agreement without cause at any time, upon 30
     days' prior written notice to Executive in which event, (a) Executive shall
     continue to receive his Salary,  in accordance  with the Company's  regular
     payroll  schedule,  through the remainder of the  Employment  Term; and (b)
     Executive  shall be paid,  within 30 days of any such  termination,  a cash
     bonus  equal to the last cash bonus paid to  Executive  pursuant to Section
     2.2; provided,  however, that in the event of any termination without cause
     occurring  after any Change of  Control,  as defined in Section  3.6 below,
     Executive  shall be entitled to receive all  payments  set forth in (a) and
     (b)  above,  in a  single  lump  sum  payment  within  seven  days  of such
     termination.

          3.2 If  Executive  dies  during  the  term  of  this  Agreement,  this
     Agreement shall thereupon  terminate,  except that the Company shall pay to
     the legal  representative  of  Executive's  estate the Salary due Executive
     pursuant to Section 2.1 hereof  through the  one-year  anniversary  date of
     Executive's  death, plus, within 30 days of Executive's death, a cash bonus
     equal to the last cash bonus paid to  Executive  pursuant  to Section  2.2,
     less any amount Executive's estate receives from any  Company-sponsored  or
     Company-paid source of insurance.


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          3.3 The Company, by notice to Executive,  may terminate this Agreement
     if Executive shall fail because of illness or incapacity to render, for six
     consecutive  months,   services  of  the  character  contemplated  by  this
     Agreement.  Notwithstanding  such  termination,  the  Company  shall pay to
     Executive the Salary due Executive  pursuant to Section 2.1 hereof  through
     the date of such notice,  plus, within 30 days of such notice, a cash bonus
     equal to the last cash bonus paid to  Executive  pursuant  to Section  2.2,
     less   any   amount   Executive   receives   for  such   period   from  any
     Company-sponsored  or  Company-paid  for  source of  insurance,  disability
     compensation or government program.

          3.4 The Company, by notice to Executive,  may terminate this Agreement
     for cause. As used herein, "cause" shall include but not be limited to: (a)
     the refusal or failure by Executive to carry out specific directions of the
     Board of Directors  which are of a material  nature and consistent with his
     status as Chairman of the Board,  or the refusal or failure by Executive to
     perform a material part of Executive's duties hereunder; (b) the commission
     by  Executive  of a  material  breach  of  any of the  provisions  of  this
     Agreement;  (c) common law fraud or  dishonest  action by  Executive in his
     relations with the Company or any of its  subsidiaries  or  affiliates,  or
     with  any  customer  or  business  contact  of  the  Company  or any of its
     subsidiaries  or  affiliates  ("dishonest"  for these  purposes  shall mean
     Executive's  knowingly or recklessly  making of a material  misstatement or
     omission for his personal  benefit);  or (d) the conviction of Executive of
     any  crime  involving  an  act  of  moral  turpitude.  Notwithstanding  the
     foregoing, no "cause" for termination shall be deemed to exist with respect
     to  Executive's  acts  described  in clauses  (a) or (b) above,  unless the
     Company shall have given written notice to Executive specifying the "cause"
     with  reasonable  particularity  and,  within ten business  days after such
     notice,  Executive  shall not have cured or eliminated the problem or thing
     giving  rise to such  "cause";  provided,  however,  that (i) any  periodic
     breach or continual  breaching  after  notice and cure of any  provision of
     clauses (a) or (b) above;  or (ii) a repeated  breach after notice and cure
     of any  provision  of  clauses  (a) or (b)  above  involving  the  same  or
     substantially  similar  actions or conduct shall be grounds for termination
     for cause without any additional notice from the Company.

          3.5 If, for any reason,  (i) Executive  terminates his employment with
     the Company; (ii) the Company terminates  Executive's  employment under the
     terms of this  Agreement;  or (iii) this  Agreement  expires  without being
     renewed or  extended,  then  Executive  will  resign as a  director  of the
     Company and all of its subsidiaries,  effective upon the occurrence of such
     termination or expiration, whichever is applicable.

          3.6 A "Change of Control" shall have occurred if (i) the Company, as a
     going concern,  is sold or otherwise acquired or (ii) any party or group of
     parties not owning more than 5% of the outstanding voting securities of the
     Company  as of  November  10,  1997  acquires  in one or more  transactions
     beneficial ownership of more than 35% of such securities."

     3. Except as provided herein, the Employment  Agreement will remain in full
force and effect.

     4. In consideration of the amended terms of your employment, you are hereby
being  granted  simultaneously  with the  execution of this  letter,  options to
purchase  100,000  shares of the  Common  Stock of the  Company  (not  under the
Company's 1994 Performance Equity Plan) pursuant

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to the  terms of an option  agreement  to be  executed  by the  Company  and you
simultaneously herewith.

     If  this  sets  forth  our  understanding  with  respect  to  amending  the
Employment Agreement, please so indicate by signing in the space provided below.

                                       Very truly yours,

                                       GLOBAL TELECOMMUNICATION SOLUTIONS, INC.

                                             /s/ Robert Bogin
                                       By:___________________________________
                                            Robert Bogin, President

ACCEPTED AND AGREED TO:

/s/ Shelly Finkel
----------------------------
     SHELLY FINKEL

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