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                                 AMENDMENT 1 TO
                              EMPLOYMENT AGREEMENT


         Amendment 1 dated as of January 31, 2000 to the Employment Agreement
(the "Agreement") made and entered into as of March 1, 1999 by and between
TELTRAN INTERNATIONAL GROUP, LTD., a Delaware corporation (the "Company"), and
BYRON R. LERNER (the "Executive").

         The parties have previously entered into the Agreement and desire to
amend the Agreement to reflect increased compensation as a result of the
favorable results of the Company.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and the mutual benefits to be derived here from, the Company
and the Executive agree as follows:

         1.       Notwithstanding the provision of paragraph 1 of the Agreement
                  the Executive may devote time to other activities as long as
                  they are not competition with the Company's activities and as
                  long as Executive devotes substantially most of his time to
                  the business of the Company.

         2.       Paragraph 3(a) and 3(b) of the Agreement are amended in their
                  entirety to read as follows:

         3.       Except as amended hereby the Agreement shall continue in full
                  force and effect.

                  3.       Compensation.

                           (a). Base Salary. Executive shall receive a "Base
                           Salary" during the Term. For the period March 1, 1999
                           through July 31, 1999 the Base Salary shall be at the
                           rate of $150,000 per annum which shall increase to
                           the rate of $180,000 per annum commencing August 1,
                           1999. On _____ __, ____ the Base Salary shall
                           increase to $250,000 per annum for the balance of the
                           first Year and for the entire second Year. Every Year
                           after March 31, 2001 the Base Salary shall increase
                           by an amount equal to ten (10%) percent of the prior
                           year's base Salary.

                           (b). Net Income. As used herein the term "Net Income"
                           shall mean pre- tax income of the Company determined
                           in accordance with generally accepted accounting
                           principles consistently applied but excluding
                           therefrom any deduction reflecting (i) amortization
                           of good-will or (ii) any deduction for any bonus
                           awarded under Paragraph 1(c).

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                  4.       Except as amended hereby the Agreement shall continue
                           in full force and effect.



         IN WITNESS WHEREOF, the parties have executed this Amendment as of the
date above.


                                      ------------------------------------------
                                                   Byron Lerner



                                      TELTRAN INTERNATIONAL GROUP, INC.


                                      By:
                                         ---------------------------------------
                                         James Tubbs, Executive Vice President






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