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



                                                     November 10, 1997



Mr. David Tobin
507 Baird Road
Merion, Pennsylvania 19066

Dear Mr. Tobin:

     This letter sets forth certain amendments to the employment agreement dated
as of  February  29,  1996  ("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 acceptance of your
new title and duties commensurate  therewith,  the Employment Agreement shall be
immediately deemed amended as follows:

     1. Section 1.1 of the  Employment  Agreement  is hereby  amended to provide
that,  as of January 1, 1998,  your title shall be Executive  Vice  President of
Business Affairs and General Counsel.

     2. 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 $140,000 per annum to $150,000 per annum and
that  you  shall  be  entitled  to  receive,  within  30 days of the end of each
calendar year of the Employment  Term, a bonus (in addition to any other bonuses
that may be granted to you by the Board of  Directors) in an amount equal to the
difference between $175,000 and your Salary at the year's end; and

     3. 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  2.1;  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'  death,  a cash bonus  equal to the last cash bonus paid to
          Executive

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          pursuant to Section 2.1, less any amount  Executive's  estate receives
          from any Company-sponsored or Company-paid source of insurance.

               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 2.1, 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 or the Chairman of the
          Board which are of a material nature and consistent with his status as
          Executive Vice President of Business Affairs and General  Counsel,  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  acquires  in one  or  more  transactions
          beneficial ownership of more than 35% of such securities."

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

     5. In consideration of the amended terms of your employment, you are hereby
being granted  simultaneously with the execution of this letter, a cash bonus of
$25,000  (which bonus shall be deemed to have been paid  pursuant to Section 2.1
of the Employment Agreement) and options to purchase 75,000 shares of the Common
Stock of the Company (under the Company's 1994 Performance Equity Plan) pursuant
to the  terms of an option  agreement  to be  executed  by the  Company  and you
simultaneously herewith.

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     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/ Shelly Finkel

                                   By:___________________________________
                                      Shelly Finkel, Chairman of the Board


ACCEPTED AND AGREED TO:


/s/ David Tobin
----------------------------
      DAVID TOBIN

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