August 5, 1998

Mr. Robert Bogin
8221 Windsor View Terrace
Potomac, Maryland 20854

         Re:      Employment Agreement

Dear Bob:

     This letter,  effective upon your execution and its return, shall set forth
our complete  agreement in connection with the modification (the "Amendment") to
the Employment  Agreement  between you and Global  Telecommunication  Solutions,
Inc. (the "Company"),  dated as of August 1, 1997 (the  "Employment  Agreement")
and to  the  other  matters  set  forth  herein.  This  letter  agreement,  when
countersigned by you, amends the Employment Agreement.

     1.  Section 1 of the  Employment  Agreement  is hereby  deleted.  Executive
acknowledges  and agrees that  effective  August 31,  1998,  Executive  shall no
longer  serve as  President  of the  Company.  Executive  agrees to use his best
efforts  to ensure  an  orderly  transition  and to  provide  the  Company  with
assistance in those projects that Executive is managing as of August 31, 1998.

     2.  Section  2.1 of the  Employment  Agreement  shall be amended to read as
follows: "Effective September 1, 1998, the Company shall pay to Executive a base
salary ("Base  Salary") at the aggregate  rate of $100,000 per annum through the
Employment  Term (as such term is  defined in Section  3.1  below).  Executive's
Salary shall be paid in equal,  periodic  installments,  in accordance  with the
Company's  normal payroll  procedures and shall be subject to withholding  taxes
and other normal payroll deductions.

     3. Executive and the Company acknowledge and agree that the Options granted
to Executive  pursuant to Section 2.3 of the Employment  Agreement  shall remain
exercisable until December 31, 2001.

     4.  Section  2.4 of the  Employment  Agreement  shall be amended to read as
follows:  "Executive  shall be  entitled to  continue  to receive  those  health
insurance benefits which Executive is receiving as of the date of this Amendment
through the Employment Term;  provided,  however, in the event Executive becomes
employed after the date of this  Amendment and, as a result of such  employment,
Executive  is  eligible  to  participate  in his  new  employer's  group  health
insurance plan, the Company's  obligation to provide health insurance  hereunder
shall terminate as of the date Executive is so eligible."

     5. Section 2.6 of the Employment Agreement is hereby deleted.

     6. Section 2.7 of the Employment Agreement is hereby deleted.

     7.  Sections  3.2 (b) and 3.2 (c) of the  Employment  Agreement  are hereby
deleted.

     8. The last sentence of Section 3.2(d) is hereby deleted.

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Mr. Robert Bogin
August 5, 1998
Page 2


     9. Section 3.4 of the Employment Agreement is hereby deleted.

     10.  Before,  during and after the  Employment  Term,  you shall assist the
Company as  necessary  in its defense or  prosecution  of  litigation  currently
existing or commenced in the future arising out of matters  transacted while you
were  employed  by the  Company  and you shall,  subject to your  employment  or
business  obligations,   make  yourself  reasonably  available  for  information
requests and  consultation  regarding  business  affairs and transactions of the
Company   occurring  or  commenced   during  your  employment  by  the  Company.
Additionally,  you agree that you will continue to work on the following matters
after August 31, 1998 until they are completed or until a representative  of the
Company has taken over your duties in connection  with that  particular  matter:
(i) financing agreement with Transamerica  Business Credit Corporation  ("TBCC")
in accordance  with that certain  proposal  entered into between the Company and
TBCC dated July 23, 1998;  (ii) private  placement  through Penn Merchant  Group
pursuant  to which the Company is  attempting  to sell  1,200,000  shares of its
common stock;  and (iii) KPMG Peat Marwick  ("KPMG") state tax  minimization  in
accordance with that certain letter from KPMG dated July 28, 1998. No additional
compensation  shall be payable to you for any such  assistance,  information  or
consultation;  provided,  however,  the Company shall pay any  reasonable out of
pocket costs to be incurred by you in  fulfilling  your  obligations  under this
Paragraph10.

     11. In the event of a Change in  Control,  Executive  shall be  entitled to
receive  all  payments  set forth in  Section  2.1,  as amended  herein,  of the
Employment Agreement, in a single lump sum payment within seven (7) days of such
Change in Control.

     12. In the event the  Company  raises a  significant  amount of  capital in
connection  with the sale of its securities or the assumption of debt,  then the
Company, at the Chairman's reasonable discretion, may choose to pay all payments
set forth in Section 2.1, as amended herein, in a single lump sum payment within
30 days after the closing of such transaction.

     13. The Company  acknowledges that it has accrued  approximately $4 million
in  liabilities  that may be due and owing to certain  state and federal  taxing
authorities in connection with the sale of its prepaid phone cards and that such
liabilities are the liabilities of the Company as of the date of this Amendment.
Moreover,  the Company  acknowledges  that to date, it has not  satisfied  those
accrued liabilities.

     14. In executing  this letter,  you affirm that (i) you are  competent  and
that you  understand  and accept the nature,  terms and scope of this letter and
the  agreements  contained  herein,  (ii) this  letter  constitutes  your valid,
binding and  enforceable  obligation,  enforceable in accordance with its terms,
(iii) this letter  states the entire  agreement  between you and the Company and
that any other  agreements  which may have  existed  between you and the Company
(except the  Employment  Agreement as modified  herein) are  superseded  by this
letter and are no longer  effective,  (iv) you acknowledge  that by signing your
name  below  you have  read,  understand  and  accept  each of the terms of this
letter,  and that you have had  sufficient  opportunity to review it, to consult
with an attorney or other advisor,  and that you are entering into it freely and
knowingly.

<PAGE>

Mr. Robert Bogin
August 5, 1998
Page 3

     If this letter  accurately sets forth our  understanding and agreement with
respect to amending the Employment Agreement and other matters set forth herein,
please indicate by signing in the space provided below and returning this letter
agreement to me.


                                Very truly yours,


                                Global Telecommunication Solutions, Inc.

                                   /s/ Shelly Finkel
                                By:______________________________
                                   Shelly Finkel,
                                   Chairman of the Board


Accepted and agreed to this 5th of August, 1998:

/s/ Robert Bogin
-------------------------------------
Robert Bogin

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