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                                                                  Exhibit 10.57

                             AMENDMENT NUMBER ONE TO
                             -----------------------
                   SECOND RESTATEMENT OF EMPLOYMENT AGREEMENT
                   ------------------------------------------

         THIS AMENDMENT NUMBER ONE TO SECOND RESTATEMENT OF EMPLOYMENT AGREEMENT
(this "Amendment") is effective as of _______________, 1999, between STAR
TELECOMMUNICATIONS, INC., a Delaware corporation ("STAR"), and JAMES KOLSRUD
("EMPLOYEE").

         RECITALS:
         --------

         A. STAR (and/or STAR Vending, Inc., a Nevada corporation, predecessor
in interest to STAR) and Employee are parties to that certain Employment
Agreement effective as of September 14, 1996, as amended and restated by that
certain First Restatement of Employment Agreement effective as of December 18,
1996, as amended and restated by that certain First Restatement of Employment
Agreement effective as of June 16, 1997, as amended and restated by that certain
Second Restatement of Employment Agreement effective as of April 1, 1998
(collectively, the "Employment Agreement"), pursuant to which Employee is
employed by STAR.

         B. The parties desire to modify the monthly base salary payable to
Employee under the Employment Agreement, as set forth in this Amendment.

         AGREEMENTS:
         ----------

         NOW, THEREFORE, the parties agree to amend the Employment Agreement as
follows:

         1. DEFINED TERMS. Capitalized terms used in this Amendment and not
otherwise defined shall have the meanings ascribed to them in the Employment
Agreement. From and after the date hereof, the term "Agreement" as used in the
Employment Agreement will mean the Employment Agreement as amended by this
Amendment, unless and until such Employment Agreement may again be amended.

         2. AMENDMENT OF SECTION 3.1. Section 3.1 of the Employment Agreement is
hereby amended to read in its entirety as follows:

                  "3.1 BASE SALARY. STAR shall pay Employee a monthly salary
                  during the term of this Agreement. This salary shall be
                  $20,000.00 per month. Employee's salary shall not be reduced
                  at any time during the term of this Agreement, but the
                  foregoing shall not limit STAR's rights under Section 7."

         3. CONFIRMATION. Except as specifically amended by this Amendment, the
Employment Agreement will continue unchanged, and the terms and conditions of
the Employment Agreement, as amended by this Amendment, are ratified and
confirmed.


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         IN WITNESS WHEREOF, the parties have executed this Amendment effective
as of the date first set forth above.

                                         "STAR"

                                         STAR TELECOMMUNICATIONS, INC.,
                                         a Delaware corporation

                                         By:
                                            ------------------------------------
                                               Mary Casey, President

                                         "EMPLOYEE"

                                            ------------------------------------
                                         James Kolsrud


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