AMENDMENT TO MERGER AND REORGANIZATION AGREEMENT

     THIS AMENDMENT (the "Amendment"),  dated as of November 1, 1998, is entered
into between  Global  Telecommunication  Solutions,  Inc.  ("GTS"),  Centerpiece
Communications, Inc. ("CCI") and J. Mark Rubenstein ("Rubenstein").

     WHEREAS, GTS, CCI, Rubenstein and CCI Acquisition  Corporation entered into
that certain Merger And  Reorganization  Agreement  dated as of February 1, 1998
(the "Merger Agreement") pursuant to which CCI was merged with and into a wholly
owned subsidiary of GTS (the "Merger"); and

     WHEREAS,  simultaneous  with the execution of this Amendment  Rubenstein is
entering  into a  transaction  pursuant  to which  Rubenstein  will  convey  the
Promissory Note and the Stock  Consideration he received in consideration of the
Merger to a group of investors; and

     WHEREAS,  simultaneous with the execution of this Amendment,  Rubenstein is
entering  into an  agreement  terminating  his  Employment  Agreement  with  GTS
pursuant to which  Rubenstein  will no longer be employed by GTS in any capacity
whatsoever; and

     WHEREAS,  pursuant to Section 6.2 of the Merger Agreement,  Rubenstein,  on
behalf of  himself  and his  Affiliates,  agreed to not  compete  with GTS for a
period of four (4) years following the date of the Merger Agreement in any state
of the United States of America (all as defined in the Merger Agreement); and

     WHEREAS, the parties desire to amend Section 6.2 of the Merger Agreement to
narrow Rubenstein's  non-compete  agreement,  all as more particularly  provided
herein;

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties agree as follow:

     1.  Section  6.2 of the  Merger  Agreement  is  hereby  amended  to read as
follows:

     Section 6.2 Restrictive Covenant.

     (a) To assure that GTS will realize the value inherent in the  transactions
contemplated by this Agreement, the Stockholder agrees with GTS that neither the
Stockholder nor any of his Affiliates (except for the Stockholder's  performance
under an Employment  Agreement  with GTS) nor any person or entity  controlling,
controlled by or in any common control with the Stockholder  shall,  directly or
indirectly, for a period of one (1) year following the date of this Agreement in
any state of the United States of America:

          (i) own, manage, operate, control or otherwise engage in a Competitive
Business (as hereinafter defined);

          (ii)  attempt  to  solicit  or solicit  the  customers  or  facilities
serviced by GTS (including,  without limitation, those acquired by GTS hereunder
and in  connection  with GTS' merger with  Networks  Around The World,  Inc.) in
connection with a Competitive Business; or

          (iii)  attempt to  solicit,  solicit or employ any person  employed or
contracted  by GTS  (except  Esther  Hess and Bert  Rubenstein)  to leave  their
employment or not fulfill their contractual  responsibility,  whether or not the
employment or  contracting  is full-time or temporary,  pursuant to a written or
oral agreement, or for a determined period or at will.

     As used in this Section 6.2, "Competitive  Business" shall mean the design,
development and/or marketing of prepaid telecommunications products,  including,
without limitation, prepaid phone cards, prepaid cellular products and services,




<PAGE>


prepaid  dial tone and related  services,  or prepaid  enhanced  and/or  prepaid
interactive  telecommunications  services and/or products.  Notwithstanding  the
foregoing or any other term of the Merger  Agreement,  as amended,  Stockholder,
any Affiliates and any person or entity controlling,  controlled by or in common
control with Stockholder may: (i) provide outside  consulting  services to third
party  individuals  and/or  entities that have not ordered  prepaid  products or
services  from  GTS or any  of  its  subsidiaries  during  the  six  (6)  months
immediately preceding November 1, 1998, regardless of the nature of the business
activities  in which  such  individuals  or  entities  engage  or to which  such
consulting  services relate; and (ii) provide outside consulting services to any
third  party  individuals  and/or  entities,  regardless  of the  nature  of the
business  activities in which such  individuals or entities  engage,  as long as
those  consulting  services  do not  relate to the  design,  development  and/or
marketing  of  prepaid  telecommunications   products.  Nothing  in  the  Merger
Agreement, as amended, shall be interpreted as precluding any entity,  including
without  limitation,  Technology Law Group,  LLC ("TLG"),  from providing  legal
services to third party  individuals  and/or entities involved in a "Competitive
Business"  (it  being  understood  that  Stockholder  may  become a member  of a
consulting firm associated with TLG).

     (b) If Section 6.2(a) of this  Agreement,  as applied to the Stockholder or
any other  person,  is adjudged by a court to be invalid or  unenforceable,  the
same will in no way affect any other provision of that Section or any other part
of this Agreement,  the application of that provision in any other circumstances
or the validity or  enforceability of this Agreement.  If any provision,  or any
part of any provision,  is held to be  unenforceable  because of the duration of
the provision or the geographic  scope of the provision,  the parties agree that
the court making such  determination  will have the power to reduce the duration
and/or geographic scope of the provision to the longest permissible duration and
largest  permissible  geographic  scope,  and/or  to  delete  specific  words or
phrases, and in its reduced form Section 6.2(a) will then be enforced.

     Because GTS will be  irreparably  damaged if the provisions of this Section
6.2 are not  specifically  enforced,  GTS  shall be  entitled  to an  injunction
restraining  any violation or  threatened  violation of this Section 6.2, or any
other  appropriate  decree of specific  performance,  without the  necessity  of
showing any actual damage or that monetary damages would not provide an adequate
remedy.  Such  remedies  shall not be exclusive  and shall be in addition to any
other  remedy  which  GTS may have as a result  of any such  violation.  Nothing
contained  in  this  Section  shall  be  construed  as  prohibiting  GTS and its
Affiliates  from pursuing all other  remedies  available to them for a breach of
the provisions of Section 6.2. The Stockholder  further  acknowledges and agrees
that the covenants  contained in Section 6.2 are necessary for the protection of
the CCI's and Surviving  Corporation's  legitimate business  interests,  and are
reasonable in scope and content.

     2.  Except as set forth in Section 6.2 of the Merger  Agreement  as amended
herein,  Rubenstein  shall  have  no  continuing  obligation  under  the  Merger
Agreement and is hereby released from all liability of any nature arising at any
time under the Merger Agreement.

     3. Neither GTS, nor any of its subsidiaries,  including without  limitation
CCI, shall have any continuing obligation under the Merger Agreement and each of
GTS and its  subsidiaries  is hereby  released  from all liability of any nature
arising at any time under the Merger Agreement.

     4. Unless  otherwise  amended by this Amendment,  each of the provisions of
the Merger  Agreement  shall remain in full force and effect.  In the event of a
conflict  between  a  provision  contained  in this  Amendment  and a  provision
contained in the Merger  Agreement,  the provision  contained in this  Amendment
shall prevail.  All defined terms not defined in this Amendment,  shall have the
meaning ascribed in the Merger Agreement.

     5. In the event  Rubenstein  performs  consulting  services  to third party
entities/individuals as provided in Section 6.2 of the amended Merger Agreement,
Rubenstein  shall have the right to retain all earnings in  connection  with his
consulting services.


                                        2

<PAGE>

     6. Each of the parties  acknowledge  and agree that  simultaneous  with the
execution of this  Amendment,  Rubenstein  shall  deliver to the Company  47,891
shares of the Company's Common Stock which Rubenstein received as  apart of  the
Merger in full consideration of Rubenstein's liability for the failure of Access
Telecom, Inc. as provided in Section 8.1 of the Merger Agreement.

         IN WITNESS  WHEREOF,  the  parties to this  Amendment  have caused this
Amendment to be duly executed as of the date hereof.


                                   GLOBAL TELECOMMUNICATION SOLUTIONS, INC.,
                                   a Delaware corporation

                                        /s/ Randy Cherkas
                                   By:  ________________________________
                                        Randy Cherkas


                                   CENTERPIECE COMMUNICATIONS, INC.,
                                     a New Jersey corporation
                                   
                                        /s/ Randy Cherkas
                                   By:  _________________________________
                                          Randy Cherkas


                                   STOCKHOLDER:


                                        /s/ J. Mark Rubenstein
                                   ________________________________________
                                         J. Mark Rubenstein

                                        3


<PAGE>