AMENDED AND RESTATED LICENSE AGREEMENT

     THIS AMENDED AND RESTATED  LICENSE  AGREEMENT (the "LICENSE  AGREEMENT") is
entered into this 30th day of July, 1999 (the "EFFECTIVE  DATE"), by and between
Softalk Inc., an Ontario  corporation whose principal offices are located at 415
Yonge  Street,   Suite  1701,  Toronto,   Ontario   ("SOFTALK"),   and  Wavetech
International, Inc., a Nevada corporation whose principal offices are located at
5210 E. Williams Circle, Suite 200, Tucson, Arizona 85711 ("WAVETECH").

     WHEREAS,  Softalk is the owner of certain unique intellectual  property for
use in the  transmission  of  voice,  data and fax  services  using  Voice  over
Internet Protocol ("VOIP") and Voice over Frame ("VOF") technology; and

     WHEREAS,  Wavetech  possesses  the  resources  to sell,  market and conduct
billing, collection and customer services with respect to Softalk's intellectual
property;

     WHEREAS,  on April 23, 1999, Softalk and Wavetech entered into an agreement
pursuant to which  Softalk  granted a license to  Wavetech  to market  Softalk's
intellectual  property  and  transfer  to  Wavetech  certain  customers  then in
existence.

     WHEREAS,  the  parties  now desire to expand and  clarify  the terms of the
rights and obligations provided in the original license agreement.

     NOW THEREFORE,  in consideration of the covenants and agreements  contained
in this License Agreement and other good and valuable consideration, the receipt
and  sufficiency of which are hereby  acknowledged,  the parties hereby agree to
amend and restate the License Agreement as follows:

1. LICENSE GRANTS.

     1.1  Subject to the terms and conditions of this License Agreement, Softalk
          hereby grants to Wavetech,  for the term of this License Agreement,  a
          non-exclusive,  non-transferable worldwide license, to the current and
          future communications  software developed by Softalk commonly referred
          to as ICALL,  IBILL, CCALL and IFAX  (collectively  referred to as the
          "SOFTALK  PRODUCTS") for use by Wavetech solely in connection with the
          sale,  marketing,  and provision of customer  support  services of the
          Softalk Products. For purposes of clarification,  the Softalk Products
          include the  technology  covered by Canadian  Patent  Application  No.
          2,198,024  and  U.S.  Patent   Application  No.   08/811,099  and  the
          trademarks,  tradenames and service marks  associated  therewith which
          are listed on Schedule A hereto,  copyright  in the Softalk  Products,
          ownership  of  proprietary  Confidential  Information  (as hereinafter
          defined) and ownership of certain trade-marks.

     1.2  Wavetech  does  not  have  the  right  to  sub-license   this  License
          Agreement.

                                      -1-
<PAGE>
2. TECHNOLOGY TRANSFER.

     2.1  Technical  Information.  Within 6 months  following  execution of this
          License  Agreement,  Softalk  will  make  available  to  Wavetech  all
          necessary technical  information relating to the Softalk Property then
          in its possession.

     2.2  Technical  Assistance.  Softalk shall render technical training on the
          Softalk's  Products,   and  assistance  to  Wavetech's   engineers  or
          technical  personnel,  in connection with the initial installation and
          for a period of 3 months thereafter.  Any further technical assistance
          will be rendered at a charge to be  determined  by Softalk at the time
          of request.

3. FURTHER RESEARCH AND DEVELOPMENT.

     3.1  Softalk  shall,  during  the term of this  License  Agreement,  devote
          resources  to  continuing  product  development  and to  research  and
          development  of  improvements  and  modifications  for the  purpose of
          augmenting  exploitation  by Wavetech in all markets for, and all uses
          of,  the   Softalk   Products   (collectively,   referred  to  as  the
          "IMPROVEMENTS").

     3.2  Softalk  shall,  during  the  term  of  this  License  Agreement,   as
          appropriate,  promptly  communicate to Wavetech all Improvements  that
          relate in any manner to the Softalk Products.

4.   TRANSFER  OF  CUSTOMERS.  In addition  to the  license  granted  under this
     License Agreement,  Softalk shall transfer to Wavetech the customers listed
     in Schedule B (the "SOFTALK ACCOUNTS").  Wavetech shall have the exclusive,
     non-transferable  right to conduct all  billing,  collection  and  customer
     support  activities  related to the  Softalk  Accounts.  If  Softalk  shall
     determine in its reasonable  discretion that Wavetech's  billing activities
     with respect to the Softalk Accounts would be more effectively  facilitated
     offshore,  Softalk  shall have the right to cause  Wavetech to conduct such
     activities through an offshore entity.  For purposes of clarification,  the
     Softalk  Accounts  currently  in  existence  are set  forth on  Schedule  B
     attached hereto. In addition,  the customer support services to be provided
     by Wavetech  hereunder shall consist of those also described on Schedule B.
     All  customer  support  services  provided by Wavetech  with respect to the
     Softalk Products shall be delivered in a manner reasonably  consistent with
     the  methods  and  standards  of quality  as are  delivered  to  Wavetech's
     employees pursuant to Section 2.2 of this License Agreement.

5.   COMMISSIONS.  Wavetech  shall pay to Softalk an amount equal to (1) 100% of
     Softalk's  actual direct  expenses  incurred in  connection  with the sale,
     license and delivery of Softalk Products plus (ii) five percent (5%) markup
     of the total traffic on the  wholesale  long distance per minute line costs
     on a monthly basis.

6.   LICENSE FEE. In  consideration  of the license granted in Section 1 hereof,
     Wavetech shall pay to Softalk,  the amount of Two Hundred  Thousand Dollars
     (US$200,000).  This fee shall be  payable  in cash upon  execution  of this
     License Agreement (the "LICENSE FEE").

                                      -2-
<PAGE>
7. STANDARDS, QUALITY CONTROL, PROMOTION.

7.1  Softalk must approve all  promotional,  advertising and product  literature
     prepared by Wavetech in connection with the actions to be taken by Wavetech
     pursuant to this License Agreement. Neither Softalk nor Wavetech shall take
     any  action or make any  omission  that  would tend to impair or damage the
     goodwill associated with the Softalk Products. Wavetech shall maintain high
     standards of quality and service with respect to all Softalk  Products made
     and/or sold hereunder, and all related advertising and promotional material
     including,  without limitation,  the quality of physical material utilized.
     All Softalk  Products will be sold, and  distributed in accordance with all
     applicable federal, state, local and foreign laws and regulations.  None of
     the  content  of  the  Softalk  Products;   packaging,   advertising,   and
     promotional  material  related  thereto;  the  exploitation  of the Softalk
     Products;  or the  manner in which any or all rights  granted  to  Wavetech
     hereunder are  exercised or exploited,  shall violate or infringe any right
     of privacy or publicity,  copyright, or trademark or constitute defamatory,
     obscene,  or unlawful  matter.  Softalk is familiar  with the standards and
     practices of Wavetech,  and acknowledges that Wavetech presently  maintains
     high  standards  of quality,  style,  and  appearance  with  respect to its
     products and services.

7.2  If Softalk reasonably  determines that Wavetech has failed to maintain such
     quality  of  service  described  in  Section  7.1  above as to the  Softalk
     Products,  Softalk  shall  promptly  notify  Wavetech  in writing and shall
     specify  with  reasonable  detail  the  nature of the  alleged  deficiency.
     Wavetech  will have sixty (60) days from the date of the notice in which to
     remedy the failure to Softalk's satisfaction.

7.3  Patent Infringement

     In the event Wavetech  becomes aware of any  information  indicating that a
     third party may be infringing  (or may have  infringed)  any of the Softalk
     Products,   Wavetech  shall  give  notice  of  such  alleged  infringement,
     identifying  the  country  or  countries  in which the  alleged  infringing
     product or service is sold and describing the alleged infringing product or
     service in sufficient  detail to enable  Softalk to determine  whether such
     product or service  infringes  any of the Softalk  Products.  To the extent
     possible,  Softalk shall assert the Softalk  Products against the infringer
     within  three (3) months of such  notice,  unless (a)  Wavetech and Softalk
     determine not to assert such claim,  or (b) Softalk has received an opinion
     from patent  counsel  acceptable to Wavetech that the allegedly  infringing
     product does not infringe the Softalk Products.

     All  reasonable   litigation  expenses  and  costs,   including  reasonable
     attorneys'  fees,  incurred  by  Wavetech  in the course of any  litigation
     pursuant  to  the  immediately   preceding   paragraph  shall  be  promptly
     reimbursed by Softalk.  In such event,  all recoveries  including,  but not

                                      -3-
<PAGE>
     limited to, awards of damages,  statutory damages, and awards of attorneys'
     fees,  expenses  and/or  costs,  obtained  by Wavetech in the course of any
     litigation  arising out of any notification of Softalk by Wavetech pursuant
     to this Section shall be paid to Softalk, provided,  however, that Wavetech
     shall be entitled to offset such payments by amounts previously incurred by
     Wavetech in connection with the defense of the Softalk Products pursuant to
     this section and not previously reimbursed by Softalk.

8.   CONFIDENTIALITY.

8.1  Wavetech acknowledges that Softalk's Confidential Information is unique and
     valuable  and was  developed  or  otherwise  acquired  by  Softalk at great
     expense,  and  that  any  unauthorized   disclosure  or  use  of  Softalk's
     Confidential  Information may cause Softalk  irreparable injury or loss for
     which damages would be an inadequate  remedy.  Wavetech agrees to hold such
     Confidential  Information  in  strictest  confidence,  to use  all  efforts
     reasonable under the circumstances to maintain the secrecy thereof, and not
     to make use thereof other than in accordance  with this License  Agreement,
     and not to release or disclose Confidential  Information to any third party
     without  Softalk's prior written consent.  Softalk hereby  acknowledges and
     consents to the disclosure of Softalk's  Confidential  Information to those
     employees  of  Wavetech  and any  permitted  sub-licensees,  that must have
     access to such  Confidential  Information in order to perform  services for
     Wavetech pursuant to this License  Agreement,  but only after each employee
     of Wavetech and its sub-licensees agrees to maintain Softalk's Confidential
     Information in strictest  confidence,  to use all efforts  reasonable under
     the circumstances to maintain the secrecy thereof,  not to make use thereof
     other than in accordance with this License Agreement, and not to release or
     disclose  Confidential  Information  to any third party  without  Softalk's
     prior written consent.

8.2  Softalk acknowledges that various information  regarding the business plans
     and product  concepts of Wavetech  may comprise  Confidential  Information.
     Softalk  agrees to hold  Wavetech's  Confidential  Information in strictest
     confidence,  not to make use  thereof  other than in  accordance  with this
     License Agreement, to use all efforts reasonable under the circumstances to
     maintain the secrecy thereof,  and not to release or disclose  Confidential
     Information to any third party without  Wavetech's  prior written  consent.
     Wavetech  hereby  acknowledges  and  consents to  Softalk's  disclosure  of
     Wavetech's  Confidential  Information to Softalk employees and agents,  but
     only after such employees and agents having access to Wavetech Confidential
     Information  agree,  in  writing,  to  maintain   Wavetech's   Confidential
     Information in strictest  confidence,  to use all efforts  reasonable under
     the circumstances to maintain the secrecy thereof,  not to make use thereof
     other than in accordance with this License Agreement, and not to release or
     disclose  Confidential  Information  to any third party without  Wavetech's
     prior written consent.

                                      -4-
<PAGE>
8.3  The  parties  acknowledge  that  any  violation  of  this  Section  8 shall
     constitute  a  material  breach  of this  License  Agreement  resulting  in
     irreparable  injury to the non-breaching  party and agree that, in addition
     to any and all other rights available to the non-breaching  party by law or
     by this License Agreement,  the non-breaching party shall have the night to
     have an  injunction  entered  against  the  breaching  party to enjoin  any
     further violations of this License Agreement.

8.4  For purposes of this Section 8,  "Confidential  Information" shall mean any
     and  all  technology,   information   and/or  data  which  is  not  readily
     ascertainable by proper means and which derives  economic value,  actual or
     potential,  from not being generally  known, and which has been the subject
     of efforts  that are  reasonable  under the  circumstances  to maintain its
     secrecy. All know-how and technical information and/or information relating
     to the products or  operations  of Wavetech or Softalk,  as the case may be
     (in either  case the  "DISCLOSING  PARTY"),  which is provided to the other
     party (the  "RECEIVING  PARTY"),  or to which the Receiving Party otherwise
     obtains  access,  pursuant  to, or as a result of, this  License  Agreement
     shall be considered Confidential Information; except such information which
     the Receiving  Party can clearly show: (a) as of the Effective Date of this
     License  Agreement is publicly and openly  known;  (b) after the  Effective
     Date of this License Agreement becomes publicly and openly known through no
     fault  of the  Receiving  Party;  (c)  comes  into  the  Receiving  Party's
     possession and lawfully obtained by the Receiving Party from a source other
     than from the  Disclosing  Party or a source  deriving from the  Disclosing
     Party, and not subject to any obligation of confidentiality or restrictions
     on use; or (d) is  approved  for  release by written  authorization  of the
     Disclosing Party.

8.5  Any press release or other public  statement by either  Softalk or Wavetech
     that relates to the other party, this License Agreement or the transactions
     contemplated hereby shall be approved by both parties prior to its release.

9.   WARRANTIES.

     9.1  Softalk makes no representation,  promise or warranty  whatsoever that
          the Softalk Products will ultimately be protected by issued patents or
          that the Softalk  Products  and their use do not or will not  infringe
          the intellectual property rights of others.

     9.2  Softalk has the full right,  power and authority to grant the licenses
          contemplated by this License Agreement.

     9.3  Softalk hereby represents and warrants that the Softalk Products shall
          perform in the manner intended without  interruption.  Notwithstanding
          the prior  sentence,  Wavetech  acknowledges  and agrees that its sole
          indemnification  rights with respect to hardware  purchased by Softalk
          directly from third parties will be limited to warranties  provided by
          such third parties if any.

                                      -5-
<PAGE>
10.  INDEMNITIES.

     10.1 The parties shall each  indemnify and hold the other harmless from and
          against  any and all claims,  liabilities,  loss,  expense  (including
          reasonable  attorneys'  fees) or damages  arising out of any breach of
          this License  Agreement,  provided that the  indemnified  party shall,
          with reasonable promptness,  notify the indemnifying party of any such
          claim,  demand,  or suit and  shall  fully  cooperate  in the  defense
          thereof.  The  indemnifying  party  shall have the right to  designate
          counsel to defend  against  such  claims and  suits;  however,  at the
          indemnified party's option, the indemnified party shall have the right
          to participate in the defense with its own counsel at its own expense.
          In no event shall any such claims or suits  affecting  the rights of a
          party be settled without the prior written consent of that party.

     10.2 Wavetech  agrees that any  liability on the part of Softalk  hereunder
          for breach of warranties  contained  herein or any other breach giving
          rise to  liability,  including a breach of a condition or  fundamental
          term or fundamental breach or breaches or in any other way arising out
          of or  related  to this  License  Agreement  for any  cause of  action
          whatsoever and regardless of the form of action  (including  breach of
          contract,  strict  liability,  tort including  negligence or any other
          legal or  equitable  theory)  shall be limited to  Wavetech's  actual,
          direct,  provable  damages in an amount not to exceed the  License Fee
          payable hereunder.

     10.3 Wavetech agrees that in no event will Softalk be liable for damages in
          respect  of  incidental,   ordinary,  punitive,  exemplary,  indirect,
          special or  consequential  damages even if Softalk has been advised of
          the  possibility of such damages  including,  but not limited to, lost
          business revenue,  lost profits,  failure to realize expected savings,
          loss of  data,  loss of  business  opportunity  or any  claim  against
          Wavetech by any other party.

11.  TERM. This License Agreement shall commence on the Effective Date and shall
     continue for 7 years with  automatic  renewals,  unless  sooner  terminated
     pursuant to Section 12 hereof.

12.  DEFAULT AND TERMINATION.

     12.1 Either party shall have the right to terminate this License  Agreement
          upon thirty (30) days written notice to the other party, if such other
          party  falls  to  comply  in any  material  respect  with  any term or
          condition of this License  Agreement and such failure to comply is not
          corrected within the foregoing thirty (30) day notice period.

     12.2 Either party shall have the right to terminate this License  Agreement
          in the event the other party becomes bankrupt or insolvent,  suffers a
          receiver to be appointed,  or makes an  assignment  for the benefit of
          its creditors.

                                      -6-
<PAGE>
     12.3 Softalk shall have the right to terminate this License  Agreement upon
          sixty  (60) days  written  notice  following  a change of  control  of
          Wavetech.  For  purposes of this  Section  11.3, a "change of control"
          shall be deemed to have occurred:

          (a)  When,  after the date of this License  Agreement,  any person (as
               such  term  is  used  in  Sections  13(d)  and  14(d)(2)  of  the
               Securities Exchange Act of 1934, as amended (the "Exchange Act"))
               is or becomes the  beneficial  owner (as defined in Rule l3d-3 of
               the Exchange  Act),  directly or  indirectly,  of  securities  of
               Wavetech  representing  fifty-one  percent  (51%)  or more of the
               combined voting power of Wavetech's then outstanding  securities,
               other than (i) an employee benefit plan established or maintained
               by Wavetech or a subsidiary  of Wavetech,  or (ii) any person who
               presently owns such quantity of securities as of the date hereof,
               or

          (b)  Upon the approval by Wavetech's  stockholders  of (1) a merger or
               consolidation of Wavetech with or into another corporation (other
               than a merger or consolidation the definitive agreement for which
               provides  that  at  least  a  majority  of the  directors  of the
               surviving  or  resulting   corporation   immediately   after  the
               transaction are Continuing  Directors (as  hereinafter  defined),
               (ii) a  sale  or  disposition  of  all  or  substantially  all of
               Wavetech's  assets, or (iii) a plan of liquidation or dissolution
               of Wavetech.

          (c)  Individuals  who, as of the date hereof,  constitute the Board of
               Directors  of  Wavetech  (the  "INCUMBENT  BOARD")  cease for any
               reason  to  constitute  at  least  80%  of the  Board;  provided,
               however,   that  any  person  becoming  a  member  of  the  Board
               subsequent to the date hereof whose  election,  or nomination for
               election by Wavetech's stockholders, was approved by a vote of at
               least 80% of the members  then  comprising  the  Incumbent  Board
               (other than an  election or  nomination  of an  individual  whose
               initial  assumption of office is in connection  with an actual or
               threatened election contest relating to the election of directors
               of Wavetech,  as such terms are used in Rule 14a-11 of Regulation
               14A promulgated under the Exchange Act or any successor provision
               thereto)  shall  be,  for  purposes  of this  License  Agreement,
               considered  as though such person were a member of the  Incumbent
               Board.

     12.4 Sections 10, 12, 14 and 15 hereof shall survive  termination  (for any
          reason) of this License Agreement.

     12.5 Upon  the  termination  of  this  License  Agreement  for  any  reason
          whatsoever,  Wavetech shall be permitted to continue using the Softalk
          intellectual  property in  providing  services to all its existing (at
          the point of termination) clients.

                                      -7-
<PAGE>
13.  ASSIGNMENT.  Neither  party may assign or otherwise  transfer  this License
     Agreement, or any rights under it, without the prior written consent of the
     other  party,  which  consent  shall  not  be  unreasonably  withheld.  Any
     attempted  assignment  in  violation  of this  Section 12 shall be null and
     void.

14.  CHOICE OF LAW, ARBITRATION. This License Agreement is made under, and shall
     be  governed by and  construed  in  accordance  with the  internal  laws of
     Ontario,  Canada,  without reference to principles of conflicts of law. Any
     disputes  arising under this License  Agreement shall be settled by binding
     arbitration  conducted in Toronto in accordance with the Rules of Procedure
     for the Conduct of Arbitration and Mediation Antitrust of Ontario Inc.

15.  GENERAL.

     15.1 This License  Agreement,  including  all  Schedules,  constitutes  the
          entire  agreement   between  the  parties  and  supersedes  all  prior
          proposals,  representation,  negotiations and communications,  oral or
          written,  between the parties with respect to its subject  matter.  No
          variation from these provisions shall be binding unless in writing and
          signed by both parties.

     15.2 Each party shall be responsible  for, and shall pay, all sales,  value
          added and similar taxes,  if any, which may be imposed on any sales of
          the Softalk Products hereunder by such party, as well as any other tax
          based upon such  party's  use,  sale,  or  possession  of the  Softalk
          Products.

     15.3 All rights and remedies  conferred under this License  Agreement or by
          any other instrument or law shall be cumulative,  and may be exercised
          singularly or  concurrently.  Either party's failure or forbearance to
          enforce  any right or claim  against  the  other  arising  under  this
          License  Agreement shall not be deemed a waiver of future  enforcement
          of that or any other provision.  In the event that any portion of this
          License  Agreement  shall  be held to be  unenforceable  by a court of
          competent  jurisdiction,   the  remaining  portions  of  this  License
          Agreement shall remain in full force and effect.

     15.4 In  the  event  any  provision  of  this  License   Agreement  or  the
          application of any provision  shall be held by a tribunal of competent
          jurisdiction  to be contrary to law, then the remaining  provisions of
          this License Agreement shall be unimpaired,  and the illegal,  invalid
          or  unenforceable  provision shall be replaced by a provision,  which,
          being legal, valid and enforceable, comes closest to the intent of the
          parties underlying the illegal, invalid or unenforceable provision.

     15.5 If a  party  commences  any  action  at  law  or  in  equity,  or  for
          declaratory relief, or in appellate proceedings,  to secure or protect
          any rights  under,  or to  enforce  any  provision  of,  this  License
          Agreement,  then, in addition to any judgment,  order, or other relief
          obtained in such  proceedings,  the prevailing party shall be entitled
          to recover from the losing party all reasonable costs,  expenses,  and
          attorneys'  fees  incurred  by  the  party  in  connection  with  such
          proceedings,  including, attorneys' fees incurred for consultation and
          other legal services performed prior to the filing of such proceeding.

                                      -8-
<PAGE>
     15.6 All terms and  conditions of this License  Agreement  shall be binding
          upon and shall  inure to the  benefit of the  parties to this  License
          Agreement  and  their  respective  permitted   successors,   permitted
          assigns, and legal representatives.

     15.7 All notices  required or permitted under this License  Agreement shall
          be in writing  and shall be deemed to have been  given  upon  personal
          delivery  or upon  deposit  in the  U.S.  mail,  first-class,  postage
          prepaid.  The addresses of the parties (until written notice of change
          shall have been given) shall be as follows:

          SOFTALK:          Softalk Inc.
                            415 Yonge Street, Suite 1701
                            Toronto, Ontario
                            Canada M5B 2E7
                            Attn:  Chris Lang
                            Facsimile:  416-597-2785

          WITH A COPY TO:   Gowling, Strathy & Henderson
                            Suite 4900 Commerce CT W
                            Toronto, Ontario M5L IJ3
                            Attn: David Aylen and Karyn Bradley
                            Facsimile: 416-862-7661

          WAVETECH:         Wavetech International, Inc.
                            5210 E. Williams Circle, Suite 200
                            Tucson, Arizona 85711
                            Attn:  Gerald I. Quinn

          ATTN:             Squire, Sanders & Dempsey L.L.P.
                            Two Renaissance Square
                            40 North Central Avenue, Suite 2700
                            Phoenix, Arizona 85004
                            Attn:  Christopher D. Johnson, Esq.
                            Facsimile: (602) 253-8129

     15.8 Nothing in this License  Agreement shall  constitute,  or be deemed to
          constitute,  either  party as an  employee,  agent,  partner  or joint
          venture of the other.

     15.9 Further  Assurances.  The parties  shall from time to time execute and
          deliver all such further  documents  and do all acts and things as the
          other party may reasonably  require to effectively carry out or better
          evidence  or  perfect  the fall  intent and  meaning  of this  License
          Agreement.

                                      -9-
<PAGE>
     IN WITNESS  WHEREOF,  the parties have caused this License  Agreement to be
executed by their duly authorized representatives.

SOFTALK, INC.                           WAVETECH INTERNATIONAL, INC.


BY: /s/ A. Chris Lang                   BY: /s/ Gerald I. Quinn
   -------------------------------         -------------------------------
NAME: A. Chris Lang                     NAME: Gerald I. Quinn
     -----------------------------           -----------------------------
TITLE: President                        TITLE: President & CEO
      ----------------------------            ----------------------------
DATE: 10/25/99                          DATE: 10/25/99
     -----------------------------           -----------------------------

                                      -10-
<PAGE>







                   Schedules have been intentionally omitted.