AMENDMENT NO. 1

                                       TO

                     AMENDED AND RESTATED LICENSE AGREEMENT

     This  Amendment  No. 1 to Amended  and  Restated  License  Agreement  (this
"Amendment")  is entered  into this 25th day of  October,  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").  Capitalized terms used but not defined herein shall
have the meaning  assigned to such terms in that  certain  Amended and  Restated
License Agreement,  dated as of July 30, 1999, between Wavetech and Softalk (the
"Original Agreement").

                                    RECITALS

     A. Wavetech and Softalk previously entered into the Original Agreement.

     B. The parties  desire to further  amend the  Original  Agreement  to grant
Wavetech and its  subsidiaries  a world-wide  exclusive  license to  distribute,
market,  service,  sell and  sublicense  any and all of  Softalk's  services and
products (whether now existing or hereafter developed or acquired by Softalk) to
Commercial Accounts (as hereinafter defined), and (ii) a world-wide nonexclusive
license to  distribute,  market,  service,  sell and  sublicense  any and all of
Softalk's services and products (whether now existing or hereafter  developed or
acquired by Softalk) to individual accounts.

                                    AGREEMENT

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants  and promises
contained herein and for other good and valuable consideration,  the receipt and
sufficiency  of  which is  hereby  acknowledged,  the  parties  hereto  agree as
follows:

     1. The first  sentence of Section 1.1 of the  Original  Agreement  shall be
deleted and replaced in its entirety by the following sentence:

     "Subject to the terms and  conditions  of this License  Agreement,  Softalk
hereby grants to Wavetech and each of its subsidiaries  (whether now existing or
hereafter  acquired  or  formed),  for the term of this  License  Agreement,  an
exclusive,  non-transferable  worldwide  license,  to  the  current  and  future
communications  software  developed  by Softalk  commonly  referred to as ICALL,
IBILL and IFAX  (collectively,  the "Softalk  Products") for use by Wavetech and
its subsidiaries in connection with the distribution,  marketing,  service, sale
and sublicense of the Softalk Products to Commercial Accounts."
<PAGE>
     2. The following  new sentence  shall be added to the end of Section 1.1 of
the Original Agreement:

     "Subject to the terms and  conditions  of this License  Agreement,  Softalk
hereby grants to Wavetech and each of its subsidiaries  (whether now existing or
hereafter  acquired  or  formed),  for the  term of this  License  Agreement,  a
non-exclusive,  non-transferable  worldwide license, to the Softalk Products for
use by  Wavetech  and its  subsidiaries  in  connection  with the  distribution,
marketing,  service,  sale and sublicense of the Softalk  Products to individual
accounts."

     3. All references in the Original  Agreement to "Wavetech"  shall be deemed
to include  Wavetech  and each of its  subsidiaries,  whether  now  existing  or
hereafter acquired or formed.

     4. The term "Commercial  Accounts" shall mean any corporation  (with one or
more shareholders), limited liability company, partnership, association or other
entity  or  organization,  provided,  however,  that this  definition  shall not
include any charitable gifts made by Softalk.

     5. In consideration for this Amendment, Wavetech shall issue to Softalk the
following warrants, which shall contain a cashless exercise provision:

          a. a five-year  warrants to purchase an aggregate of 3,246,753  shares
     of Wavetech Common Stock at a per share exercise price of U.S. $3.25;

          b. a five-year  warrants to purchase an aggregate of 1,000,000  shares
     of Wavetech Common Stock at a per share exercise price of U.S. $5.00; and

          c. a five-year  warrants to purchase an aggregate of 1,000,000  shares
     of Wavetech Common Stock at a per share exercise price of U.S. $10.00.

Wavetech hereby agrees to promptly prepare and file an appropriate  registration
statement  with the U.S  Securities  and Exchange  Commission,  on a best effort
basis,  to register for resale the shares of Wavetech Common Stock issuable upon
exercise of the aforementioned warrants.

     6. Except as set forth in this  Amendment,  all other terms of the Original
Agreement shall remain in full force and effect.

     7. This  Amendment  shall be governed by the law set forth in Section 14 of
the Original Agreement.
<PAGE>
SOFTALK, INC.

BY: /s/ A. Chris Lang
   -------------------------------
NAME: A. Chris Lang
     -----------------------------
TITLE: President
      ----------------------------
DATE: 10/25/99
     -----------------------------


WAVETECH INTERNATIONAL, INC.


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