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                                                                  EXHIBIT 10.31

                               SERVICES AGREEMENT

SERVICES AGREEMENT entered into this 17th day of June, 1996 by and between
WAVETECH, INC. ("ITEL") a New Jersey Corporation with offices at 5210 E.
Williams Circle, Suite 200, Tucson, Arizona 85711; and Richard P. Freeman, 7479
N. Camino de la Tierra, Tucson, Arizona 85741.

                                  WITNESSETH:
                         between the aforesaid parties

NOW THEREFORE, in consideration of the mutual promises and undertakings
hereinafter provided, the parties hereto agree as follows:

1.   Vice President of Wavetech, Inc. and Interpretel, Inc.
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     ITEL hereby offers Freeman and Freeman hereby accepts effective at the time
     of Closing, the position of Vice President Product Development & Strategic
     Planning upon the terms and conditions hereinafter set forth.

2.   Terms
     -----

     The term of the services rendered by Freeman hereunder will be for a period
     of one (1) Year commencing at closing, unless sooner terminated in
     accordance with the terms and conditions of this Agreement. Thereafter this
     Agreement will continue at will, terminable with/on 90 days written notice
     by either party to the other.

3.   Duties
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     3.1  Subject to the direction and supervision of the Board of Directors of
          ITEL ("Board") and to ITEL's By-Laws, the duties of Freeman will be to
          direct the Product Development and Strategic Planning.

     3.2  In performing his duties hereunder, Freeman shall use due diligence
          and all of his skills, expertise, knowledge and contacts for the
          benefit of ITEL as its Vice President Product Development & Strategic
          Planning Freeman shall comply with all such instructions as may, from
          time to time be given to him by the President, all such explanations,
          information and assistance as the President may require, including
          such reports as are necessary to inform the President of the current
          status of ITEL's communications.

     3.3  Freeman agrees, during the term of the Agreement, to devote his full
          time to the business of ITEL.

     3.4  Freeman may accept, subject to confirmation and approval by
          shareholders of ITEL, a position on the Board of ITEL.

4.   Compensation
     ------------

     4.1  Freeman to be paid an annual salary of $72,000.00 per annum plus be
          extended and fringe benefits that ITEL extends to its employees, but
          not limited to Life Insurance, Long Term Disability Insurance and
          Medical Insurance.
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5.  Stock Options and Vesting:
    --------------------------

     5.1  Subject to confirmation of the Board of ITEL, Freeman shall be
          irrevocably granted stock options to purchase 100,000 shares of ITEL's
          common stock. The exercise price of such stock options shall be
          exercisable at the closing bid price per share on the day of execution
          of this Agreement. The terms of the granted stock options shall be as
          described in the "Stock Option Agreement."

     5.2  Such stock options shall vest as follows: 50,000 shares on November
          30, 1996 and 50,000 shares on May 31, 1997. If Freeman terminates or
          is terminated as per this Agreement, the Stock options granted
          hereunder will immediately cease vesting and the stock options
          previously vested must be exercised within 60 days of the termination
          date. Further, all non-vested options are immediately vested under the
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          following conditions: a "change in control" of ITEL; in the event of
          the permanent disability of Freeman; in the event of the death of
          Freeman; and in the event of forced retirement of Freeman. Freeman or
          Freeman's estate is extended 180 days to exercise when non-vested
          options are vested.

6.   Business Expenses
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     Freeman is authorized to incur and Interpretel, Inc. shall pay and
     reimburse him for all reasonable and necessary business expenses incurred
     in the performance of his duties hereunder including expenses for
     entertainment, travel and other items in accordance with guidelines
     established from time to time by the Board.

7.   Covenants
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     7.1  During the term of this Agreement, Freeman as a partner or as an
          individual or joint venture, as an employee or agent of any person, as
          an officer or director, or shareholder of any corporation, or
          otherwise agrees not to compete directly or indirectly with ITEL
          without the written consent of the Board of ITEL.

     7.2  Freeman agrees not to market, or sell any competitive replacement
          product or service or to compete with the company for one (1) year
          following the termination or expiration of this Agreement.

8.   Substance Abuse/Alcohol Abuse
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     Freeman hereby represents and warrants during the term of this Agreement
     that he will not engage in any ingestion or administering of (or any other
     form of delivery system that is commonly associated with substance abuse)
     illegal substances without a doctor's written permission and/or
     prescription. In addition, Freeman represents that he will not engage in
     the use of alcohol during business hours that would tend to impair the
     performance of duties under this Agreement.

9.   Termination
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     9.1  Freeman's rights hereunder shall terminate upon the occurrence of any
          of the following events:

          9.1.1     if Freeman voluntarily terminates;

          9.1.2     the death of the Freeman;



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        9.1.3  if Freeman is or shall be unable to discharge properly his
               obligations hereunder through illness, disability or accident 
               for three (3) consecutive months or for a period aggregating 
               six (6) months in any continuous twelve (12) months;

        9.1.4  if Freeman is convicted of a crime of moral turpitude by a court
               of competent jurisdiction;

        9.1.5  if Freeman is convicted of a felony except to the extent that 
               the charge arises from an act taken at the Board's direction;

        9.1.6  if Freeman is grossly negligent or guilty of willful misconduct
               in connection with the performance of his duties, which 
               negligence or misconduct, if curable, is not cured within 
               fifteen (15) days of a notice of cure by the Board or the 
               Chairman of the Board.



10.     Key Person Insurance

        Freeman agrees that as long as this Agreement is in force, ITEL may
        obtain Key Person life insurance on his life in an amount deemed 
        appropriate by the Board of Directors of ITEL. Freeman represents and 
        warrants that he has no knowledge of any conditions which would 
        prevent such Key Person life insurance from being obtained at rates 
        for a healthy male of his age.

11.     Other Matters

        This Agreement is a personal service contract intended to secure the
        personal services of Freeman, and Freeman hereby agrees that none of his
        rights, obligations or duties under this Agreement shall be assigned,
        subcontracted or any way transferred by his to any other party without 
        prior written consent of ITEL.

12.     Miscellaneous

        12.1  The Agreement shall be governed by and construed in accordance
              with the laws of the State of New Jersey, or the laws of the 
              State of Incorporation. 

        12.2  All notices, requests, demands or other communications from
              either party hereto to the other pursuant to the Agreement shall 
              be in writing and shall be deemed to have been duly given when 
              delivered personally, or upon its mailing by registered or 
              certified mail, return receipt requested or shall be deemed 
              received seven (7) days from mailing thereof, postage prepaid, at
              such other party's last known address.

        12.3  If any provisions of the Agreement is invalidated for any reason
              whatsoever, with the exception of non payment of fees and 
              commissions or non fulfillment of contracted services to clients 
              by ITEL, the Agreement shall remain binding between the parties 
              and in full force and effect except for such invalidated 
              provision.

        12.4  The Agreement shall be binding upon and inure to the benefit of
              the parties hereto and their respective successors, heirs, 
              executors, legal representatives and assigns.

        12.5  Except as waived in writing by a party hereto, no action taken
              pursuant to the Agreement or failure to pursue the enforcement 
              of any right pursuant to the Agreement shall be deemed to 
              constitute a waiver by such party of compliance with any 
              covenants or
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          promises contained herein. The waiver by either party hereto of a
          breach of any provision of the Agreement shall not operate or be
          construed as a waiver of any subsequent breach.

     12.6 The Agreement shall extend to and be binding upon Freeman, his heirs
          and distributes, and upon ITEL, its successors and assigns and also
          any subsidiary or affiliated corporation.

     12.7 The instrument contains the entire Agreement and understanding of the
          parties relating to the subject matter hereof, and the parties hereto
          have made no agreements, representations or warranties, oral or
          written, relating to the subject matter of the Agreement which are not
          set forth herein. The Agreement may be modified, amended, changed or
          discharged only by a writing signed by the party against whom
          enforcement of any such modification, amendment, change or discharge
          is sought. The Agreement supersedes all prior agreements and
          understandings, whether written or oral, regarding the contractual
          relationship of Freeman with ITEL in any capacity whatsoever.

     12.8 This agreement shall supersede any agreements between the aforesaid
          parties prior to the date of this agreement.

IN WITNESS WHEREOF, ITEL has caused the Agreement to be executed by its Board of
Directors and Officers hereunto duly authorized and Freeman has hereunto set his
hand, all as of the day and year first written above.


ATTEST:                                 WAVETECH, INC.

  /s/ illegible                                 /s/ Terence E. Belsham
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                                       By: Terence E. Belsham, Chairman

                                               /s/ Richard P. Freeman
                                        --------------------------------------
                                        Richard P. Freeman, Vice President