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                                                                  Exhibit 10.58

                  AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT

         THIS AMENDMENT NUMBER TWO TO EMPLOYMENT AGREEMENT (this "Amendment") is
effective as of _______________, 1999, between STAR TELECOMMUNICATIONS, INC., a
Delaware corporation (the "COMPANY"), and DAVID VAUN CRUMLY ("EMPLOYEE").

         RECITALS:

         A. The Company (or Star Vending, Inc., a Nevada corporation,
predecessor in interest to the Company) and Employee are parties to that
certain Employment Agreement effective as of January 1, 1996, as amended by
that certain Amendment Number One to Employment Agreement effective as of
November 11, 1997 (collectively, the "Employment Agreement"), pursuant to
which Employee is employed by the Company.

         B. The parties desire to modify certain terms of 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 7. Section 7 of the Employment Agreement is
hereby amended to read in its entirety as follows:

                  "7. TERMINATION.

                           7.1 METHODS OF TERMINATION. This Agreement and the
                           employment of Employee may be terminated at any time:

                                    A. By mutual agreement of the parties.

                                    B. By the Company if Employee dies or
                                    becomes physically or mentally disabled (the
                                    term "disabled" shall mean any mental or
                                    physical illness or disability that renders
                                    the Employee unable to perform the essential
                                    functions of his position, after reasonable
                                    accommodation of such disability by the
                                    Company).

                                    C. By the Company, for cause, if Employee
                                    (a) has committed any material act of
                                    dishonesty, fraud or misrepresentation or
                                    any act of moral turpitude; (b) is in
                                    default in the performance of Employee's
                                    material


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                                    obligations, services or duties
                                    under this Agreement; or (c) has failed to
                                    execute specific instructions from the
                                    Company's Board of Directors or executive
                                    officers, which failure is not corrected by
                                    Employee after reasonable notice from the
                                    Company.

                                    D. By the Company, without cause, at any
                                    time during the term of this Agreement.

                                    E. By the Employee if the Company is in
                                    default of its material obligations or
                                    duties under this Agreement.

                                    F. By the Employee, without cause, at any
                                    time during the term of this Agreement.

                           7.2 CONSEQUENCES OF TERMINATION. Employee shall be
                           entitled to the following compensation in the event
                           of a termination:

                                    1. In the event of any termination under
                                    Sections 7.1A, 7.1B, 7.1C, or 7.1F, Employee
                                    (or, in the event of Employee's death, his
                                    estate) shall be entitled to receive
                                    compensation accrued and payable to him as
                                    of the date of termination or death, and all
                                    other amounts payable under this Agreement
                                    shall thereupon cease.

                                    G. In the event of any termination under
                                    Section 7.1D or Section 7.1E, then Employee
                                    shall continue to receive the compensation
                                    provided in this Agreement until the
                                    expiration of this Agreement. Any amounts
                                    earned by him (other than through his
                                    personal investment activities) prior to
                                    such expiration by virtue of other
                                    employment shall be deducted from amounts to
                                    which he is entitled under this Agreement.

                           7.3 IRC VIOLATIONS. Any provision in this Agreement
                           to the contrary notwithstanding, in no event will
                           Employee receive a payment which would trigger the
                           excise taxes and disallowance of deductions
                           contemplated by Sections 280G and 4999 of the
                           Internal Revenue Code of 1986, as amended (the
                           "Code"). In the event that any amount calculated
                           would result in such a payment, such amount shall be
                           reduced to the largest amount that would not result
                           in such a payment. This reduction shall apply to any
                           and all compensation, including compensation pursuant
                           to stock option grants governed by separate agreement
                           between the Company and Employee. If, at the time of
                           any such payment, no stock of the Company is readily
                           tradeable on an established securities market or
                           otherwise, then the Company agrees to use its best
                           efforts to cause such payment to meet the exemption
                           set forth in Sections 280G(b)(5)(A)(ii) and (B) of
                           the Code, so that no reduction will be required under
                           this Agreement."

         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.

                                          "COMPANY"

                                          STAR TELECOMMUNICATIONS, INC.,

                                          a Delaware corporation

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

                                          "EMPLOYEE"

                                             -----------------------------------
                                          David Vaun Crumly


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