EXHIBIT 10.23


AMENDMENT TO LICENSING 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 licensing  agreement  dated  January 11,
1999 (the "Licensing Agreement").

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

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

Schedule B to the  Licensing  Agreement be deleted and the  attached  Schedule B
substituted therefor.

3.   MISCELLANEOUS

3.1 This Agreement is supplemental to and shall be read in conjunction  with the
Licensing  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 Licensing 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.


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



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                                   SCHEDULE B

                               BASIS FOR FEE RATE

1.1  Fee Rate and Base

(a) For each unit of the Core  Software  sublicensed  to customers by POPstar or
its distributors,  or activities related thereto, POPstar shall pay to TGI a fee
based on a percentage  amount of Net Revenues in relation to the Core  Software.

(b) For the  purposes  of this  Agreement,  "Net  Revenues"  means  revenues  in
relation to POPstar's commercial activities relative to the Core Software either
licensed on a  stand-alone  basis or as bundled in a service  offering  with the
Enhancements  or  other  service   offerings  of  POPstar  in  relation  to  fax
propagation over the Internet including,  without limitation,  gross receipts on
account of the license  fees in relation to the Core  Software,  or licensing of
the Core Software as embedded in  Enhancements  to on-ramp or off-ramp  internet
service  providers,  revenues  derived  from  services  provided  by  settlement
agencies to POPstar, marketing or advertising revenue derived therefrom, linking
agreements,  co-marketing arrangement, reseller or system integrator agreements,
or hosting services less any end user discounts thereto and less any sales, use,
value-added, excise, withholding or any other tax duties or charges collected by
any governmental authority as well as all shipping, insurance or other charges.

The fees on account of the Core  Software  are based on a  declining  scale over
time to reflect the replacement of the Core Software (on which fees are payable)
with  Enhancements  (on which  fees are not  payable).  The fees are  payable as
follows:

(a)  1999 - 8% of Net Sales of the Core Software.

(b)  2000 - 6% of Net Sales of the Core Software.

(c)  2001 - 4% of Net Sales of the Core Software.

(d)  2002 - 2% of Net Sales of the Core Software.

Years are calendar years. No fees are payable after December 31, 2002.

1.2 Minimum  Fee - During each  calendar  quarter  the  Agreement  is in effect,
POPstar shall pay TGI fees not less the annual sums set below on account of this
Agreement (the "Minimum Fee"). Failure by POPstar to



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pay the Minimum Fees in two consecutive  calendar quarters shall be a default of
this Agreement on the part POPstar  entitling TGI upon written notice to POPstar
to designate  the  exclusive  territory  for the  commercialization  of the Core
Software  by POPstar as  non-exclusive  territory,  but giving  rise to no other
remedies in and of itself. POPstar shall have the option, at any time to pay the
deficiency  between the amount actually paid and the Minimum Fee due in order to
maintain the exclusive grant of license in the world.

The Minimum Fees on account of the Core Software are based on a declining  scale
over time to reflect the  replacement  of the Core  Software  (on which fees are
payable) with  Enhancements (on which fees are not payable).  The annual Minimum
Fees are payable as follows:

(a)  1999 - $ 400,000

(b)  2000 - $ 600,000

(c)  2001 - $ 500,000

(d)  2002 - $ 500,000 .

All sums are in United States  currency.  Years are calendar  years. No fees are
payable after December 31, 2002.