EXHIBIT 10.24


                         AMENDMENT TO SERVICES AGREEMENT

THIS  AMENDMENT  AGREEMENT  is dated  the 24th day of  August,  1999 and is made
between:

1.   TGI  Technologies  Ltd., a British  Columbia company with its office at 107
     East 3rd Avenue,  Vancouver,  British Columbia V5T 1C7, Canada (hereinafter
     referred to as "TGI"); and

2.   POPstar Global  Communications  Inc., a British Virgin Islands company with
     its office at KPMG Centre, Tropic Isle Building,  P.O. Box 3443, Road Town,
     Tortola, British Virgin Islands (hereinafter referred to as "POPstar").

WHEREAS:

(A)  TGI and POPstar have entered into a services  agreement  dated  January 11,
     1999 (the "Services Agreement").

(B)  TGI and POPstar wish to enter into this Agreement under which they agree to
     clarify certain of the provisions of the Services Agreement.

IT IS HEREBY AGREED AS FOLLOWS:

1.   INTERPRETATION

1.1  Except where the context otherwise requires and save as otherwise expressly
     defined  herein,  words and expressions  defined in the Services  Agreement
     shall have the same meanings and  construction  when used in this Agreement
     (including the Recitals hereto).  All terms defined in these Recitals shall
     have the same meanings when used throughout this Agreement.

1.2  Except where the context otherwise  requires,  words importing the singular
     include the plural and vice versa,  words importing a gender includes every
     gender and references to persons include bodies corporate or unincorporate,
     any state or agency thereof and any other entity.

1.3  Headings are for ease of reference only and have no legal effect.

1.4  Except  where the  context  otherwise  requires,  references  to any person
     include its successors and permitted assigns.



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1.5  A  reference  to a document  includes  any  agreement  in  writing,  or any
     certificate,  notice,  instrument  or other  document of any kind and shall
     include all amendments or supplements  to, or  replacements or novations of
     that document.

2.   AMENDMENTS TO THE SERVICES AGREEMENT

2.1  The parties hereby agree and acknowledge that the Services  Agreement shall
     be  amended  in the  following  manner  with  effect  from  the date of the
     Services Agreement.

     Section  9.8 of  the  Services  Agreement  be  deleted  and  the  following
     substituted therefor:

     "9.8 If there is any conflict  with or  inconsistency  between the terms of
     this Services  Agreement and the terms of any Work Order, then the terms of
     the Work Order shall govern."

3.   MISCELLANEOUS

3.1  This Agreement is supplemental to and shall be read in conjunction with the
     Services  Agreement  which,  save for those  provisions  which are modified
     hereby or inconsistent with the terms contained  herein,  shall continue in
     full force and  effect.  Subject to the  foregoing,  any  reference  to the
     Services Agreement shall accordingly be deemed to include this Agreement.

3.2  This  Agreement  shall be governed by and construed in accordance  with the
     laws of the Province of British Columbia,  without regard to any provisions
     thereof  relating to conflicts of laws among different  jurisdictions.  The
     parties hereto hereby submit to the  jurisdiction  of the courts located in
     the Province of British Columbia.

3.3  This  Agreement  may be  signed in one or more  counterparts,  all of which
     taken together shall constitute an entire agreement.





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IN WITNESS  WHEREOF this Agreement has been duly executed the day and year first
above written.


TGI TECHNOLOGIES LTD.                         POPSTAR GLOBAL COMMUNICATIONS INC

Signature: /s/ John McDermott                 Signature: /s/ Thompson Chu

By:        John McDermott                     By:        Thompson Chu

Title:     President                          Title:     Chairman