Exhibit 10.1.5
                                    AMENDMENT
                                     TO THE
                              PHONE1GLOBALWIDE INC.
                              STOCK INCENTIVE PLAN

         WHEREAS, Phone1Globalwide Inc. (the "Company") maintains the
Phone1Globalwide Inc. Stock Incentive Plan (the "Plan");

         WHEREAS, pursuant to Section 10 of the Plan, the Board of Directors may
at any time amend the Plan; and

         WHEREAS, the Board of Directors desires to amend the Plan.

         NOW, THEREFORE, pursuant to Section 10 of the Plan, the Plan is hereby
amended, effective as of April 16, 2002, as follows:

         1.       Section 6.3(d) of the Plan is amended in its entirety to read
                  as follows:

                  (d) Method of Exercise. Subject to whatever installment
                  exercise and waiting period and vesting provisions apply under
                  subparagraph (c) above, Stock Options may be exercised in
                  whole or in part at any time and from time to time during the
                  Stock Option term by giving written notice of exercise to the
                  Committee specifying the number of shares to be purchased.
                  Such notice shall be accompanied by payment in full of the
                  exercise price as follows: (i) in cash or by check, bank draft
                  or money order payable to the order of the Company; (ii) if
                  the Common Stock is traded on a national securities exchange,
                  The Nasdaq Stock Market, Inc., quoted on a national quotation
                  system sponsored by the National Association of Securities
                  Dealers or on the Over The Counter Bulletin Board, and the
                  Committee authorizes, through a "cashless exercise" procedure
                  whereby the Participant delivers irrevocable instructions to a
                  broker approved by the Committee to deliver promptly to the
                  Company an amount equal to the exercise price; or (iii) on
                  such other terms and conditions as may be acceptable to the
                  Committee (including, without limitation, the relinquishment
                  of Stock Options or by payment in full or in part in the form
                  of Common Stock owned by the Participant for a period of at
                  least six months or such other period necessary to avoid a
                  charge, for accounting purposes, against the Company's
                  earnings as reported in the Company's financial statements
                  (and for which the Participant has good title free and clear
                  of any liens and encumbrances) based on the Fair Market Value
                  of the Common Stock on the payment date as determined by the
                  Committee). No shares of Common Stock shall be issued until
                  payment therefor, as provided herein, has been made or
                  provided for and the conditions of Section 13.5 are
                  satisfied."
<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed this __ day of April, 2002.

                                                     PHONE1GLOBALWIDE INC.


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