GLOBAL TELECOMMUNICATION SOLUTIONS INC, PRE 14A, 2000-05-22

GLOBAL TELECOMMUNICATION SOLUTIONS INC
PRE 14A, 2000-05-22
COMMUNICATIONS SERVICES, NEC

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SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

Filed by the registrant [X]
Filed by a party other than the registrant[ ]

Check the appropriate box:
[X] Preliminary proxy statement [ ] Confidential, for use of the
[ ] Definitive proxy statement Commission only (as permitted
[ ] Definitive additional materials by Rule 14a-6(e)(2))
[ ] Soliciting material pursuant to Rule
14a-11(c) or Rule 14a-12

GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of filing fee (Check the appropriate box):

[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.

(1) Title of each class of securities to which transaction applies:

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(2) Aggregate number of securities to which transaction applies:

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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*

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(4) Proposed maximum aggregate value of transaction:

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(5) Total fee paid:

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[ ] Fee paid previously with preliminary materials: N/A

[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.

(1) Amount previously paid:

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(2) Form, schedule or registration statement no.:

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(3) Filing party:

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(4) Date filed:

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* Set forth the amount on which the filing fee is calculated and state how it
was determined.

<PAGE>

GLOBAL TELECOMMUNICATION SOLUTIONS, INC.
317 Madison Avenue, Suite 807
New York, New York 10017

NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS

June 29, 2000

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders ("Annual
Meeting") of Global Telecommunication Solutions, Inc. ("Company"), will be held
at The Roosevelt Hotel, Madison Avenue at 45th Street, New York, New York 10017,
on Thursday, June 29, 2000, at 10:30 a.m. New York time, for the following
purposes, all as more fully described in the attached Proxy Statement:

(i) To elect two Class II Directors, each to serve for the ensuing
two-year period ending in 2002 and until his respective
successor is elected and qualified and one Class III Director
to serve for the ensuing three year period ending in 2003 and
until his successor is elected and qualified;

(ii) To approve an amendment to the Company's 1994 Performance
Equity Plan ("1994 Plan") to increase the number of shares of
Common Stock available for issuance upon exercise of options
and other awards granted or which may be granted thereunder
from 1,500,000 shares to 3,500,000 shares;

(iii) To approve an amendment to the Company's Certificate of
Incorporation to change the name of the Company from Global
Telecommunication Solutions, Inc. to Global iTechnology, Inc.;
and

(iv) To transact such other business as may properly come before
the Annual Meeting and any and all adjournments thereof.

The Board of Directors has fixed the close of business on May 26, 2000
as the record date for the determination of stockholders entitled to notice of,
and to vote at, the Annual Meeting or any adjournment thereof.

You are earnestly requested to date, sign and return the accompanying
form of proxy in the envelope enclosed for that purpose (to which no postage
need be affixed if mailed in the United States) whether or not you expect to
attend the Annual Meeting in person. The proxy is revocable by you at any time
prior to its exercise and will not affect your right to vote in person in the
event you attend the Annual Meeting or any adjournment thereof. The prompt
return of the proxy will be of assistance in preparing for the Annual Meeting
and your cooperation in this respect is appreciated. You are urged to read the
attached Proxy Statement, which contains information relevant to the actions to
be taken at the Annual Meeting.

By Order of the Board of Directors

David S. Tobin
Secretary

New York, New York
June 1, 2000

<PAGE>

GLOBAL TELECOMMUNICATION SOLUTIONS, INC.

-------------------------
PROXY STATEMENT
-------------------------

ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 29, 2000

This Proxy Statement and the accompanying form of proxy is furnished to
stockholders of Global Telecommunication Solutions, Inc. ("Company") in
connection with the solicitation of proxies by the Board of Directors of the
Company ("Board") for use in voting at the Annual Meeting of Stockholders
("Annual Meeting") to be held at The Roosevelt Hotel, Madison Avenue at 45th,
New York, New York 10017, on Thursday, June 29, 2000, at 10:30 a.m. New York
time, and at any and all adjournments thereof. Any proxy given pursuant to this
solicitation may be revoked by the person giving it by giving notice to the
Secretary of the Company in person, or by written notification actually received
by the Secretary, at any time prior to its being exercised. Unless otherwise
specified in the proxy, shares represented by proxies will be voted "FOR" the
election of the nominees below under Proposal I, "FOR" the approval of the
amendment to the 1994 Performance Equity Plan ("1994 Plan") as described below
under Proposal II, "FOR" the approval of an amendment to the Company's
Certificate of Incorporation to change the name of the Company from Global
Telecommunication Solutions, Inc. to Global iTechnology, Inc., and, in the
discretion of the proxies named on the proxy card with respect to any other
matters properly brought before the Annual Meeting and any adjournments thereof.

The Company's executive offices are located at 317 Madison Avenue,
Suite 807, New York, New York 10017. On or about June 1, 2000, this Proxy
Statement and the accompanying form of proxy, together with the Company's Annual
Report to Stockholders for the year ended December 31, 1999, including financial
statements, are to be mailed to each stockholder of record at the close of
business on May 26, 2000.

VOTING SECURITIES

The Board of Directors has fixed the close of business on May 26, 2000
as the record date for the determination of stockholders of the Company who are
entitled to receive notice of, and to vote at, the Annual Meeting. Only
stockholders of record at the close of business on that date will be entitled to
vote at the Annual Meeting or any and all adjournments thereof. As of May 12,
2000, the Company had issued and outstanding 15,511,841 shares of Common Stock,
the Company's only class of voting securities outstanding. Each stockholder of
the Company will be entitled to one vote for each share of Common Stock
registered in his or her name on the record date. The presence, in person or by
proxy, of a majority of all of the outstanding shares of Common Stock will
constitute a quorum at the Annual Meeting. Proxies relating to "street name"
shares that are returned to the Company but marked by brokers as "not voted"
will be treated as shares present for purposes of determining the presence of a
quorum on all matters but will not be treated as shares entitled to vote on the
matter as to which authority to vote is withheld by the broker ("broker
non-votes"). The election of directors requires a plurality vote of those shares
voted at the Annual Meeting with respect to the election of directors.
"Plurality" means that the individuals who receive the highest number of votes
cast "FOR" are elected as directors. Consequently, any shares not voted "FOR" a
particular nominee (whether as a result of a direction to withhold authority or
a broker non-vote), will not be counted in such nominee's favor. The proposal to
amend the Company's Certificate of Incorporation to change its name to Global
iTechnology, Inc. requires the affirmation vote of a majority of the shares of
Common Stock outstanding on the record date. Therefore, abstentions and broker
non-votes will have the same effect as if they were voted against the amendment.
All other matters to be voted on, including the amendment to the 1994 Plan, will
be decided by the affirmative vote of a majority of the shares present or
represented at the

1
<PAGE>

Annual Meeting and entitled to vote. On any such matter, an abstention will have
the same effect as a negative vote, but because shares held by brokers will not
be considered entitled to vote on matters as to which the brokers withhold
authority, a broker non-vote will have no effect on the vote.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of May 12, 2000, with
respect to (1) those persons or groups known to the Company to beneficially own
more than 5% of the outstanding shares of Common Stock, (2) each director of the
Company, (3) each Named Executive Officer and (4) all directors and executive
officers as a group. The information is determined in accordance with Rule 13d-3
promulgated under the Exchange Act based upon information furnished by the
persons listed or contained in filings made by them with the Commission. Under
this rule, a person is deemed to own beneficially the number of shares issuable
upon exercise of options, warrants or convertible securities it holds that are
exercisable within 60 days from May 12, 2000. Each beneficial owner's percentage
ownership is determined by assuming that convertible securities, options or
warrants that are held by such person (but not those held by any other person)
and which are exercisable within 60 days of May 12, 2000 have been exercised.

Shares
Beneficially
Name and Address of Beneficial Owner Owned Percent

Shelly Finkel 770,873(1) 4.7%
c/o Shelly Finkel Management, Inc.
60 East 42nd Street, Suite 464
New York, New York 10165

Randolph Cherkas 1,130,770(2) 6.8%
c/o GTS Prepaid, Inc.
10 Stow Road, Suite 200
Marlton, New Jersey 08053

Donald L. Ptalis 102,614(3) *
16 Ross Avenue
Emerson, New Jersey 07630

Alan W. Kaufman 35,005(4) *
1150 Park Avenue #9A
New York, New York 10177

Jack N. Tobin 30,002(5) *
c/o Jack Tobin & Associates
330 University Drive, Suite 689
Coral Springs, Florida 33065

Cory Eisner 67,939(6) *
c/o Enticent.com, Inc.
233 7th Street
Garden City, New York

Gary Liguori 116,230(7) *
c/o GTS Prepaid, Inc.
10 Stow Road, Suite 200
Marlton, New Jersey 08053

2
<PAGE>

James Franklin 48,433(8) *
c/o Enticent.com, Inc.
700 East Tahquitz Canyon Way
Palm Springs, CA 92262

Paul A. Silverstein 295,000(9) 1.9%
c/o Global Telecommunication Solutions, Inc.
317 Madison Avenue, Suite 807
New York, NY 10017

All executive officers and 1,554,494(10) 9.1%
directors as a group
(6 persons)

* Less than 1%.

(1) Includes 262,336 shares underlying currently exercisable options. Excludes
27,000 shares underlying options, 7,000 of which become exercisable in
December 2000, 10,000 of which become exercisable in January 2001 and 5,000
of which become exercisable in each of September 2000 and 2001.

(2) Includes 92,333 shares underlying currently exercisable options. Excludes
33,667 shares underlying options, 7,000 of which become exercisable in
December 2000, 10,000 of which become exercisable in January 2001, and
8,333 of which become exercisable in each of September 2000 and 2001.

(3) Includes 40,001 shares underlying currently exercisable options.

(4) Includes 33,336 shares underlying currently exercisable options.

(5) Represents shares underlying currently exercisable options.

(6) Includes 65,969 shares underlying currently exercisable options.

(7) Includes 33,999 shares underlying currently exercisable options. Excludes
12,000 shares underlying options, 6,000 of which become exercisable in each
of August 2000 and 2001.

(8) Represent shares underlying currently exercisable options.

(9) Includes 250,000 shares underlying currently exercisable options.

(10) Includes those shares deemed to be included in the respective beneficial
ownership of Messrs. Finkel, Ptalis, Kaufman, Jack Tobin and Silverstein as
described in notes 1, 3, 4, 5 and 9 above and another officer. Does not
include shares beneficially owned by Messrs. Cherkas, Eisner, Liguori and
Franklin, each of whom are no longer employees of the Company.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company's directors and
officers and persons who beneficially own more than ten percent of the Company's
Common Stock to file with the Commission initial reports of ownership and
reports of changes in ownership of Common Stock in the Company. Officers,
directors and greater-than-ten percent shareholders are required by Commission
regulation to furnish the Company with copies of all Section 16(a) reports they
filed. To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representation that no other
reports were required, during the fiscal year ended December 31, 1999, such
persons complied with all Section 16(a) filing requirements.

3
<PAGE>

PROPOSAL I: ELECTION OF DIRECTORS

The Board is divided into three classes, each of which generally serves
for a term of three years, with only one class of directors being elected in
each year. The term of the first class of directors (Class I Directors),
currently consisting of Shelly Finkel and Paul A. Silverstein, will expire at
the annual meeting of stockholders to be held in 2001; the term of the second
class of directors (Class II Directors), currently consisting of Alan W. Kaufman
and Donald L. Ptalis, will expire at the Annual Meeting; and the term of the
third class of directors (Class III Directors), currently consisting of Jack N.
Tobin, will expire at the Annual Meeting. In each case, each director serves
from the date of his election until the end of his term and until his successor
is elected and qualified. More than one class of directors' term expires at the
Annual Meeting because the Company did not have an annual meeting in 1999.
Executive officers serve at the discretion of the Board.

Information About the Nominees

Two persons will be elected at the Annual Meeting to serve as Class II
Directors for a term of two years ending at the Company's annual meeting to be
held in 2002. The Board has nominated Alan W. Kaufman and Donald L. Ptalis as
candidates for election. One person will be elected at the Annual Meeting to
serve as a Class III Director for a term of three years ending at the Company's
annual meeting to be held in 2003. The Board has nominated Jack N. Tobin as
candidate for re-election. Unless authority is withheld, the proxies solicited
by the Board will be voted "FOR" the election of these nominees. In case any of
these nominees becomes unavailable for election to the Board, an event which is
not anticipated, the persons named as proxies, or their substitutes, shall have
full discretion and authority to vote or refrain from voting for any other
nominee in accordance with their judgment.

Class II Directors

Donald L. Ptalis, 57, has been a director of the Company since March
1996. From December 1998 to May 1999, Mr. Ptalis served as the Company's
Director of Strategic Development. From April 1997 to the present Mr. Ptalis has
served as President of PCI, Inc., a computer consulting company that he founded.
From January 1995 to April 1997, Mr. Ptalis was the President of Masque Sound &
Recording Corp., a sound equipment rental company. From June 1993 to December
1995, Mr. Ptalis managed his personal investments. From 1987 to June 1993, Mr.
Ptalis was the President and Chief Executive Officer of Desks Inc., an office
furniture supply company.

Alan W. Kaufman, 62, has been a director of the Company since November
1994. Mr. Kaufman has been a director since August 1997 and Chairman of the
Board since May 1998 of QueryObject Systems Corporation ("QueryObject"), a
developer and marketer of business intelligence software. Mr. Kaufman served as
Chief Executive Officer of QueryObject from October 1997 to December 1998. From
April 1986 to December 1996, Mr. Kaufman held various positions, including Vice
President of Marketing and Vice President of Sales and Marketing, and most
recently Executive Vice President of Sales, at Cheyenne Software, Inc. Mr.
Kaufman was the founding President of the New York Software Industry
Association.

Class III Directors

Jack N. Tobin, 58, has been a director of the Company since March 1996.
Since March 1989, Mr. Tobin has been the President of Jack Tobin & Associates,
Inc., a marketing, public relations and lobbying firm that he founded. From
November 1982 to November 1998, Mr. Tobin served as a member of the State of
Florida House of Representatives. As a member of the House of Representatives,
Mr. Tobin served as the Chairman of the Health and Rehabilitative Services,
Science Industry and Technologies and Business and Professional Regulation
committees. From November 1989 to November 1996, Mr. Tobin chaired the full
committee or subcommittee that regulates telecommunications companies operating
within the state.

According to the Company's by-laws, vacancies created by resignation
may be filled by a majority of directors then in office. There are presently no
proposals to fill the vacancy in Class III due to the resignation of Randolph
Cherkas.

4
<PAGE>

Information About the Other Directors and Executive Officers

Class I Directors

Shelly Finkel, 54, has been employed by the Company as Chairman of the
Board since April 1993 and was the Chief Executive Officer of the Company from
April 1993 through March 1995. Mr. Finkel has been active in the promotional
field since June 1965 and has been the President of Shelly Finkel Management,
Inc., a New York-based personal management firm, since 1980.

Paul A. Silverstein, 39, has been a consultant to the Company since
April 1999, became a full time employee of an affiliate late in 1999 and from
May 2000 has served as the Company's Chief Strategy Officer. From 1996 to the
present, Mr. Silverstein served as an officer of Xxplore Children's PlayCenter,
Inc.a private childrens play center he founded. In 1992, Mr. Silverstein was a
founding President of the Company that he left in 1996. He was appointed a Class
I Director in May 2000 to fill the vacancy created by the resignation of David
Lipson.

Other Executive Officers

Lee R. Montellaro, 54, has been the Company's Chief Financial Officer
since June 1999. From February 1998 until May 1999, Mr. Montellaro was the Chief
Financial Officer of Paging Management, Inc., a private reseller of paging
services. From July 1997 to February 1998, Mr. Montellaro was Chief Financial
Officer and Treasurer of Intek Global Corporation, a communications carrier with
divisions in manufacturing, distribution and research and development. From July
1995 to July 1997, Mr. Montellaro was Managing Director of Bonnlee Associates,
Inc., a private consulting organization. From October 1987 to June 1995, Mr.
Montellaro was employed by The Luxcel Group, Inc. ("Luxcel"), a wireless
communications company. From 1987 to 1992, Mr. Montellaro was Chief Financial
Officer of Luxcel and from June 1992 to June 1995, he served as Luxcel's Chief
Executive Officer. Mr. Montellaro is a certified public accountant.

Board Meetings, Committees and Compensation

The Board met six times during the year ended December 31, 1999.

The Board currently maintains an Audit Committee, which currently is
composed of Alan W. Kaufman and Donald L. Ptalis. The responsibilities of the
Audit Committee include, in addition to such other duties as the Board may
specify, (1) recommending to the Board the appointment of independent
accountants, (2) reviewing the timing, scope and results of the independent
accountants' audit examination and related fees, (3) reviewing periodic comments
and recommendations by the Company's independent accountants and the Company's
response thereto, (4) reviewing the scope and adequacy of internal accounting
controls and internal auditing activities and (5) making recommendations to the
Board with respect to significant changes in accounting policies and procedures.
The Audit Committee met two times during the year ended December 31, 1999.

The Board currently maintains a Compensation Committee, which currently
is composed of Shelly Finkel and Jack N. Tobin. The responsibilities of the
Compensation Committee include, in addition to such other duties as the Board
may specify, (1) reviewing and recommending to the Board the salaries,
compensation and benefits of the executive officers and key employees of the
Company, (2) reviewing any related party transactions on an ongoing basis for
potential conflicts of interest and (3) administering the Company's stock option
plans. The Compensation Committee met two times during the year ended December
31, 1999.

The members of the Company's Board of Directors receive $500 for
attending each board meeting and $250 for attending each committee meeting. In
addition, on March 31st of each year during the term of the 1994 Plan, assuming
that there are enough shares then available for grant under the 1994 Plan, each
person who is then a non-employee director of the Company is granted immediately
exercisable ten-year options to purchase 10,000 shares of Common Stock at the
fair market value thereof on the date prior to the date of grant. See "Executive
Compensation--1994 Performance Equity Plan."

5
<PAGE>

Executive Compensation

The following table sets forth information concerning compensation for
the past three years ended December 31, 1999 for the Company's Chairman, who
acts in the capacity of the Company's Chief Executive Officer, and four former
executive officers (collectively, the "Named Executive Officers") whose
compensation exceeded $100,000 for the year ended December 31, 1999. None of the
Named Executive Officers received noncash compensation benefits having a value
exceeding 10% of his cash compensation during 1997, 1998 or 1999.
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
- --------------------------------------------------------------------------------------------------------------------
Annual
Compensation Long-Term Compensation
- ----------------------------------------- --------- ------------------------ ---------------------------------------
Awards Payouts
- ----------------------------------------- --------- ------------ ----------- ------------------ --------------------
All Other
Name and Principal Year Salary ($) Bonus Options Compensation
Position During Period ($) (No. of Shares) ($)
- ----------------------------------------- --------- ------------ ----------- ------------------ --------------------
<S> <C> <C> <C> <C> <C>
Shelly Finkel........................ 1999 75,000(1) -- 15,000(2) --
Chairman of the Board 1998 121,154 -- 54,334(3) --
1997 75,000 -- 103,334(3) --
- ----------------------------------------- --------- ------------ ----------- ------------------ --------------------
Randolph Cherkas..................... 1999 197,629(4) -- 25,000 --
formerly President and director 1998 145,000(4) -- 101,000 --
1997 -- -- -- --
- ----------------------------------------- --------- ------------ ----------- ------------------ --------------------
Cory Eisner.......................... 1999 125,000 -- 9,000 --
formerly Vice President 1998 125,000 10,050 35,301 --
of Marketing 1997 122,779 -- 25,000 --
- ----------------------------------------- --------- ------------ ----------- ------------------ --------------------
Gary Liguori............................. 1999 140,312(5) -- 21,000 --
formerly Director of Wholesale Sales 1998 88,121 -- 24,999 --
1997 -- -- -- --
- ----------------------------------------- --------- ------------ ----------- ------------------ --------------------
James Franklin.......................... 1999 125,000 -- 9,000 --
formerly Chief Operating Officer 1998 131,700 -- 34,533 --
1997 -- -- 25,000 --
- ----------------------------------------- --------- ------------ ----------- ------------------ --------------------
</TABLE>

(1) Does not include $24,000 paid Mr. Finkel in connection with the termination
of a lease agreement. See "Certain Relationships and Related Transactions -
General."

(2) Does not include immediately exercisable options to purchase 100,000 shares
of Common Stock granted in connection with the personal guaranty of debt
financing by the Company. See "Certain Relationships and Related
Transactions - General."

(3) Includes immediately exercisable options to purchase 3,334 shares of Common
Stock granted pursuant to the Company's 1994 Performance Equity Plan, which
provided for stock option grants to be made to each director of the Company
on March 31st of 1995 through 1998. See "1994 Performance Equity Plan."

6
<PAGE>

(4) Does not include amount paid to Mr. Cherkas in connection with the NATW
merger described in "Certain Relationships and Related Transactions--The
NATW Merger." Mr. Cherkas resigned as President and director of the Company
effective December 1999. Includes $64,167 accrued and unpaid salary at
December 31, 1999 that was paid to Mr. Cherkas in May 2000. See "Certain
Relationships and Related Transactions - The NATW Merger."

(5) Does not include amount paid to Mr. Liguori in connection with the NATW
merger described in "Certain Relationships and Related Transactions-The
NATW Merger." Mr. Liguori resigned as Director of Wholesale Sales of the
Company effective March 31, 2000. Includes $15,000 accrued and unpaid
salary at December 31, 1999 that was paid to Mr. Liguori in May 2000. See
"Certain Relationships and Related Transactions - The NATW Merger."

7
<PAGE>

The following table summarizes the number of shares and the terms of stock
options granted to the Named Executive Officers in 1999:
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------
OPTION/SHARE GRANTS DURING YEAR ENDED DECEMBER 31, 1999
---------------------------------------- --------------------------------------- ------------------------------
Individual Grants
---------------------------------------- ------------------ -------------------- -------------- ---------------
Name and Position Options/ % of Total Exercise Expiration
During Period Shares Options/Shares Price Date
Granted Granted to ($/Share)
Employees in
Fiscal Year
---------------------------------------- ------------------ -------------------- -------------- ---------------
<S> <C> <C> <C> <C>
Shelly Finkel 15,000(1) 1.5% $.50 1/3 3/23/05
Chairman of the Board 1/3 9/23/05
1/3 9/23/06
---------------------------------------- ------------------ -------------------- -------------- ---------------
Randolph Cherkas 25,000 2.4% $.50 1/3 3/23/05
formerly President and director 1/3 9/23/05
1/3 9/23/06
- ---------------------------------------- ------------------ -------------------- -------------- ----------------
Cory Eisner 9,000 * $.53 1/3 2/11/05
formerly Vice President of 1/3 8/11/05
Marketing 1/3 8/11/06
- ---------------------------------------- ------------------ -------------------- -------------- ----------------
Gary Liguori 18,000 4.5% $.53 1/3 2/11/05
formerly Director of Wholesale Sales 1/3 8/11/05
1/3 8/11/06
10,000 $.16 2/28/05
1,613 $2.25 2/28/05
2,386 $2.06 2/28/05
6,000 $2.25 2/28/05
8,000 $1.00 2/28/05
- --------------------------------------- ------------------ -------------------- -------------- -----------------
James Franklin 9,000 * $.53 1/3 2/11/05
formerly Chief Operating Officer 1/3 8/11/05
1/3 8/11/06
- --------------------------------------- ------------------ -------------------- -------------- -----------------
</TABLE>
* less than 1%

(1) Does not include immediately exercisable options to purchase 100,000 shares
of Common Stock granted in connection with the personal guaranty of debt
financing by the Company. See "Certain Relationships and Related
Transactions - General."

8
<PAGE>

The following table summarizes the number of exercisable and
unexercisable options held by the Named Executive Officers at December 31, 1999,
and their value at that date if such options were in-the-money.
<TABLE>
<CAPTION>
AGGREGATE YEAR-END OPTION VALUES AT DECEMBER 31, 1999
- ---------------------------------------------------------------------------------------------------------------
Name and Position During Period Number of Unexercised Options Value of Unexercised In-the-Money
at December 31, 1999 Options at December 31, 1999 ($)(1)
- ----------------------------------------- ------------------------------------- -------------------------------
Exercisable Unexercisable Exercisable Unexercisable
- ----------------------------------------- ------------------ ------------------ ----------------- -------------
<S> <C> <C> <C> <C>
Shelly Finkel 147,336 42,000 -- --
Chairman of the Board
- ----------------------------------------- ------------------ ------------------ ----------------- -------------
Randolph Cherkas 49,000 77,000 -- --
formerly President and director
- ----------------------------------------- ------------------ ------------------ ----------------- -------------
Cory Eisner 58,969 27,000 -- --
formerly Vice President of Marketing
- ----------------------------------------- ------------------ ------------------ ----------------- -------------
Gary Liguori 17,999 28,000 -- --
formerly Director of Wholesale Sales
- ----------------------------------------- ------------------ ------------------ ----------------- -------------
James Franklin 33,200 35,333 -- --
formerly Chief Operating Officer
- ----------------------------------------- ------------------ ------------------ -------------------------------
</TABLE>

(1) Represents the positive difference, if any, between the aggregate market
value at December 31, 1999 of the Common Stock underlying the options
(based on a last sale price of $.094 on that date) and the options'
aggregate exercise price.

9
<PAGE>

1994 Performance Equity Plan

In October 1994, the Board of Directors adopted, and the stockholders
approved, the 1994 Plan. In July 1998, the stockholders approved an amendment to
the 1994 Plan to (1) increase the number of shares of Common Stock available for
issuance under the 1994 Plan from 500,000 shares to 1,500,000 shares and (2)
revise the section of the 1994 Plan that provided for an annual automatic grant
of options to purchase 3,334 shares of Common Stock to each director to (a)
apply to only non-employee directors and (b) increase the number of options
granted annually to each non-employee director from 3,334 shares to 10,000
shares. The 1994 Plan currently authorizes the granting of awards to the
Company's key employees, officers, directors and consultants. Awards consist of
stock options (both nonqualified options and options intended to qualify as
incentive stock options under Section 422 of the Internal Revenue Code of 1986,
as amended), restricted stock awards, deferred stock awards, stock appreciation
rights and other stock-based awards, as described in the 1994 Plan. The 1994
Plan is administered by the Board of Directors, which determines the persons to
whom awards will be granted, the number of awards to be granted and the specific
terms of each grant, including the vesting thereof, subject to the provisions of
the 1994 Plan.

On March 31st of each calendar year during the term of the 1994 Plan,
assuming there are enough shares then available for grant under the 1994 Plan,
each person who is then a non-employee director of the Company is awarded stock
options to purchase 10,000 shares of the Company's Common Stock at the fair
market value thereof (as determined in accordance with the 1994 Plan), all of
which options are immediately exercisable as of the date of grant and have a
term of ten years. These are the only awards which may be granted to a director
of the Company under the 1994 Plan.

Each stock option may be granted at a price determined by the Board of
Directors, not to be less than 100% of the fair market value of the Common Stock
on the date prior to the date of grant (or 110% of the fair market value in the
case of qualified stock options granted to a holder of more than 10% of the
outstanding stock of the Company). The aggregate fair market value of shares for
which qualified stock options are exercisable for the first time by such
employee during any calendar year may not exceed $100,000. The 1994 Plan also
contains certain change in control provisions, which could cause options and
other awards to become immediately exercisable and restrictions and deferral
limitations applicable to other awards to lapse in the event any person
(excluding certain stockholders of the Company) acquires beneficial ownership of
more than 25% of the Company's outstanding shares of Common Stock.

As of December 31, 1999, options to purchase 996,368 shares of Common
Stock were outstanding under the 1994 Plan. At December 31, 1999, options
outstanding under the 1994 Plan include options to purchase 82,336 shares held
by current executive officers, at exercise prices ranging from $.53 to $17.625
per share. In addition, pursuant to the terms of the 1994 Plan, on March 31,
1995, 1996, 1997 and 1998, the Company granted to each outside director of the
Company immediately exercisable ten-year options to purchase 3,334 shares for
$17.625, $15.75, $11.125 and $7.3125 per share, respectively and at March 31,
1999 options to purchase 10,000 shares at an option price of $.9375. In March
2000, the Company granted to each non-employee director immediately exercisable
ten-year options to purchase 10,000 shares for $1.25 per share. The exercise
prices of all of the foregoing options are equal to the fair market value of the
Common Stock on the date prior to the date of grant.

In December 1999 and March, 2000, the Board of Directors authorized the
replacement of 406,868 stock options issued prior to August 1999 ("Original
Option"), held by employees of the Company whose employment with the Company had
or will terminate, with an aggregate of 274,703 vested stock options which
represents the number of Original Options that would have vested as of March 1,
2000. The option price for these stock options is the same price as the Original
Option, however, these options do not terminate within three months of the
employee leaving the employment of the Company but rather in 2005.

Other Options and Warrants

In January 1998, the Company granted options to JEB Partners to
purchase 60,000 shares of Common Stock at an exercise price of $6.125 per share
in consideration of JEB Partners rendering consulting services to the Company.
Such options are currently exercisable and will remain exercisable until January
2003.

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<PAGE>

In April 1998, the Company completed a private placement, pursuant to
which it derived net proceeds of approximately $1,135,000 through the sale of
$1,250,000 promissory notes and warrants to purchase 178,573 shares of Common
Stock. The warrants are exercisable through April 2001 at an initial exercise
price of $7.00 per share.

In April 1998, the Company issued to an investor, who agreed to
purchase up to $2,000,000 of Common Stock or other securities at a discount to
the market price of such securities, warrants to purchase 100,000 shares of
Common Stock at an exercise price of $7.50 per share. The warrants are
immediately exercisable and will remain exercisable until April 13, 2001. In
connection with introducing this investor to the Company, the Company granted to
each of Messrs. Barry Rubenstein, a stockholder of the Company, and Eli Oxenhorn
options to purchase 50,000 shares of Common Stock at an exercise price of $7.125
per share. The options are currently exercisable and will remain exercisable
until April 1, 2003.

In October 1998, the Company issued to Penn Merchant warrants to
purchase 30,000 shares of Common Stock until October 2003 at an exercise price
of $1.625 per share in lieu of payment for the balance of monthly consulting
fees owed to Penn Merchant, which aggregated approximately $78,000.

In June 1999, in exchange for their personally guarantying a $500,000
debt financing obtained by subsidiaries of the Company, the Company issued
100,000 options to purchase common stock to each of Messrs. Eli Oxenhorn and
Barry Rubenstein, a shareholder of the Company, and Mr. Shelly Finkel, Chairman
and shareholder of the Company. The exercise price is $.5625, the fair market
value of the common stock at the date of grant of the option, and the options
expire June 17, 2004. The value of the options, calculated using the
Black-Scholes option pricing model, of $92,792 was charged to additional paid in
capital the year ended December 31, 1999. As of April 3, 2000 this debt has been
repaid by the subsidiaries.

In June 1999, in connection with his employment as the Company's Chief
Financial Officer, Mr. Lee R. Montellaro was granted an option to acquire
320,000 shares of Common Stock. The options vest 120,000 shares at December 1,
1999, 120,000 shares at June 1, 2000, 40,000 shares June 1, 2001 and 40,000
shares June 1, 2002 and the exercise prices are $.75, $1.25, $1.75 and $2.00
respectively. In December 1999, Mr. Montellaro was granted another option,
vesting April 3, 2000, to acquire 200,000 shares of common stock at an option
price of $.25, a price higher than the closing price of a share of Common Stock
on the date of the grant of the option. The options expire five years from date
of vesting.

During the year ended December 31, 1999 the Company granted
non-qualified options to various sales representatives and sales brokers to
purchase an aggregate of 64,000 shares of Common Stock at exercise prices
ranging from $.14 to $.75, the fair market value of the Common Stock at the date
of grant of the option. The options vest at various dates and expire five years
from date of vesting. The value of those options, calculated using the
Black-Scholes option-pricing model, of $2,610 was charged to additional paid in
capital in the year ended December 31, 1999. At December 31, 1999, 6,500 of
these options were exercisable. Also in 1999, previously issued 1994 Plan vested
options to acquire 20,000 shares of Common Stock at exercise prices ranging from
$7.88 to $15.00 were converted to nonqualified options because their expiration
dates had been previously extended through 2004.

In December 1999 and March 2000, the Board of Directors authorized the
replacement of 40,000 non-plan options held by employees of the Company whose
employment with the Company had or will terminate, with an aggregate of 35,000
vested stock options which represent the number of original options that would
have vested as of March 1, 2000. The option price for these stock options is the
same price as the original options, however these options do not terminate
within three months of the employee leaving the employment of the Company but
rather in 2005.

At December 31, 1999, 1,781,003 non-plan options were outstanding and
1,283,670 options were exercisable. At December 31, 1999, non-plan options
outstanding to purchase 730,000 shares are held by current executive officers,
at exercise prices ranging from $.25 to $6.563.

In May 2000, in connection with his employment as the Company's Cheif
Strategy Officer, Mr. Paul A. Silverstein was granted an option to acquire
700,000 having the exercise price and vesting schedule as follows:

Exercise
Number Price Vesting
------- --------- -------
250,000 $ .50 Immediate

200,000 $ .75 At the time the closing price of the Company's
Common Stock on the OTC Bulletin Board equals or
exceeds $4.00 for 15 consecutive trading days

250,000 $ 1.50 At the time the closing price of the Company's
Common Stock on the OTC Bulletin Board equals or
exceeds $7.00 for 15 consecutive trading days

The options expire five years from date of vesting.

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<PAGE>

Option Repricing

In January 1998, the Company reduced the exercise prices of 196,683
outstanding options to purchase Common Stock from exercise prices ranging from
$7.88 to $18.38, to $6.563, the fair market value of the Common Stock on the
date of such repricing. 10,000 of the repriced options are held by Shelly
Finkel, Chairman of the Board. The exercise price of these options was reduced
from $9.99 per share. 29,303 of the repriced options are held by David Tobin,
former Vice President--Business Affairs and General Counsel. The exercise price
of 16,667 options was reduced from $18.375 per share and the exercise price of
12,636 options was reduced from $7.92 per share. 16,668 of the repriced options
are owned by Cory Eisner, Vice President of Marketing. The exercise price of
8,334 options was reduced from $15.00 per share, the exercise price of 3,334
options was reduced from $17.25 per share and the exercise price of 5,000
options was reduced from $7.875 per share.

Employment Agreements

The Company has entered into employment agreements with each of Shelly
Finkel, its Chairman of the Board, Paul A. Silverstein, its Chief Strategy
Officer and Lee R. Montellaro, its Chief Financial Officer.

Mr. Finkel's employment agreement, as amended, provides for a term
through December 31, 2000, and requires him to devote at least 50% of his
business time to the management and operations of the Company. The agreement
provides for a base salary of $150,000 per annum, plus an annual cash bonus at
the discretion of the Board of Directors. If Mr. Finkel is terminated without
cause, he will continue to receive his salary through the remainder of his term
of employment, and will be paid a cash bonus equal to the last cash bonus paid
to him. If Mr. Finkel is terminated without cause after (1) the Company is sold
or otherwise acquired, or (2) a party that owns no more than 5% of the voting
securities of the Company acquires in one or more transactions beneficial
ownership of more than 35% of such securities (a "Change of Control"), Mr.
Finkel will receive all salary and bonus payments in a single lump sum payment.
The agreement prohibits Mr. Finkel from competing with the Company during the
term of his employment and for two years thereafter. However since August 1998,
Mr. Finkel voluntarily agreed to reduce his salary from $150,000 to $75,000 per
annum.

The Company entered into a one-year employment agreement with Paul
Silverstein on May ___, 2000 to serve as the Company's Chief Strategy Officer.
The agreement is for a one year term ending May ___, 2001 at an annual salary of
$125,000.

Mr. Montellaro's employment agreement provides for a term through June
1, 2002. The agreement provides for a base salary of $150,000 per annum. If Mr.
Montellaro is terminated without cause, he will continue to receive his base
salary for one year, and will be paid a cash bonus equal to the last cash bonus
paid to him, if any. The agreement prohibits Mr. Montellaro from competing with
the Company during the term of his employment and for one year thereafter. On
April 1, 2000 Mr. Montellaro was awarded a $50,000 bonus by the Company.

<PAGE>

Certain Relationships and Related Transactions

General

The Company leased space from JilJac Realty Company, a general
partnership owned by Gary Wasserson, the Company's former Chief Executive
Officer, which until August 1998, housed the Company's principal executive
offices. The lease expired in December 1999 and provided for an annual rent of
$58,344 during 1999.

In December 1998, the Company offered holders of $3,050,000 aggregate
principal amount of promissory notes acquired from the Company in December 1996
the opportunity to convert their notes into shares of Common Stock at a
conversion rate of $0.968 per share and to exchange an aggregate of 683,333
common stock purchase warrants for shares of Common Stock at an exchange rate of
4.5555 warrants per share. $3,000,000 of the notes and 666,667 of the warrants
were converted into an aggregate of 3,245,518 shares of Common Stock. In
addition, holders that accepted this conversion offer forgave interest of
approximately $14,000 due on these notes. Among these holders were Shelly
Finkel, Chairman of the Board, and limited partnerships in which Barry
Rubenstein, a stockholder, is either a general partner or an officer and member
of a limited liability company that is a general partner. The remaining $50,000
of notes plus interest accrued were converted pursuant to the terms of the notes
into an aggregate of 71,736 shares of Common Stock at a conversion rate of
$.7025 per share.

In December 1998, the Company offered holders of $2,599,750 aggregate
principal amount of debentures acquired from the Company in June and September
1994 the opportunity to convert their debentures into shares of Common Stock at
a conversion rate of $0.80 per share. In January 1999, holders of $2,524,750
aggregate principal amount of debentures converted their debentures into
3,155,938 shares of Common Stock. Donald Ptalis, a director of the Company,
converted $50,000 of debentures into 62,500 shares of Common Stock. The Company
offered the debenture holders the opportunity to convert their debentures into
shares because the Company anticipated that it would not be able to pay off the
principal amount of the debentures when due in June and September 1999. The
remaining balance of the debentures was paid in December 1999.

In December 1998, the Company entered into an agreement with Shelly
Finkel Management ("SFM"), a company owned by Shelly Finkel, the Company's
Chairman of the Board, pursuant to which, in consideration of the Company's
$48,000 payment to SFM, SFM agreed to assume all of the obligations under the
Company's lease for its sales office in New York and to indemnify and hold the
Company harmless from all losses, costs and expenses associated with the lease
arising after December 31, 1998. To date, the Company has paid SFM $24,000.

David S. Tobin, son of Jack N. Tobin a director, served as outside
counsel to and Secretary of the Company in 1999. During 1999 Mr. Tobin and the
law firms with which he is affiliated received $152,000 in aggregate
compensation, including $25,000 accrued but unpaid at December 31, 1999, for
legal services rendered and payments required under a severance agreement
entered into with Mr. David Tobin in 1998 in connection with his termination of
employment of the Company. No other amounts are due Mr. David Tobin under the
severance agreement.

In April 2000, the Company borrowed $125,000 from Mr. Shelly Finkel,
Chairman and principal shareholder of the Company at an interest rate of 8% per
annum. Subject to the negotiation of a definitive agreement, including
provisions regarding repayment and security for the loan, the Company borrowed
the money on a demand basis.

The terms of the foregoing transactions were determined without arms'
length negotiations and could create, or appear to create, potential conflicts
of interest which may not necessarily be resolved in the Company's favor. All
future transactions and loans between the Company and its officers, directors
and principal stockholders or their affiliates will

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<PAGE>

be on terms no less favorable than could be obtained from unaffiliated third
parties and will be approved by a majority of the then disinterested directors
of the Company.

The NATW Merger

On February 6, 1998 ("Merger Date"), the company acquired, through a
merger, all of the outstanding capital stock of Networks Around the World, Inc.
("NATW"), for a purchase price comprised of (i) $2,000,000 in cash, (ii) an
aggregate of 505,618 shares of common stock and (iii) $1,000,000 aggregate
principal amount of promissory notes ("NATW Notes"), secured by substantially
all of the assets of NATW. In addition, the Company was required to pay an Earn
Out up to $2,0000,000 (the "Earn Out") in additional consideration to Randy
Charkas, the Company's former President and a former shareholder of NATW, if
certain sales and financial objectives were achieved. For the year ended
December 31, 1999 and 1998, $702,455 and $838,900 respectively of the Earn Out
has been recorded as additional consideration. In April 1998, the former
shareholders agreed to defer payment of an aggregate of $1,000,000 of NATW Notes
and Earn Out from 1998 to January 1999. In December 1998, Randy Cherkas
preliminarily agreed to convert his NATW Notes into Common Stock. The conversion
of the NATW Notes into 769,750 shares of Common Stock occurred in March 2000
after deducting from the NATW Notes $376,185, which represents a reimbursement
to the Company of amounts due it under an indemnity contained in the NATW merger
agreement (see below). From the consummation of the NATW merger in February 1998
through the date of the Assignment Agreement (defined below), the Company has
paid Mr. Cherkas $341,355 of the aggregate amount of $1,541,355 owed to him
during that period under the Earn Out. The remaining balance due Mr. Cherkas
under the Earn Out is now payable to him in accordance with the Assignment
Agreement as hereinafter defined.

As a result of the Company's subsidiaries' long history of losses in
the prepaid phone card business, coupled with an increasingly competitive
environment, the Company's Board of Directors in the third quarter of 1999
adopted a plan to discontinue and sell the prepaid phone card business. To
facilitate the possible sale of the phone card assets, certain of the Company's
subsidiaries have filed voluntary petitions with the U.S. Bankruptcy Court for
the District of Delaware ("Court") under Chapter 11 of the U.S. Bankruptcy Code
on October 28, 1999. The subsidiaries of the Company that filed for Court
protection are Global Link Telecom Corporation, GTS Holding Corp., Inc.,
TelTime, Inc., Network Services System, Inc., Network Services System, L.P., GTS
Marketing, Inc., Global Telecommunication Solutions, L.P., Networks Around the
World, Inc. and Centerpiece Communications, Inc. (collectively the "Debtors").

On January 31, 2000, the Debtors entered into an agreement ("Purchase
Agreement") to sell substantially all of their assets to J D Services, Inc. ("J
D Services"). The sale transaction was consummated effective April 1, 2000
pursuant to an order of the Court. Under the terms of the Purchase Agreement, J
D Services will pay an aggregate of $2.1 million as follows: (i) forgiveness of
$750,000 debtor-in-possession financing previously provided to the Debtors and
(ii) assumption of Debtor's obligations to provide telecommunications services
to previously activated phone cards ("Deferred Liability"). The Purchase
Agreement also provides that should the Deferred Liability be determined to be
less than $1.35 million, the Debtors shall be due the difference ("True-up
Amount").

A condition of the Purchase Agreement required that certain agreements,
including non-compete agreements among the Company, Debtors and Messrs. Cherkas
and Liguori be assigned to J D Services. These agreements with Messrs. Cherkas
and Liguori where entered into in connection with the Company's acquisition of
NATW in February 1998. To accomplish this assignment, defaults by the Company
and the Debtors under the various agreements had to be cured. With respect to
Messrs. Cherkas and Liguori, the Company and Debtors entered into an Agreement
Regarding The Assignment of Contacts, Cure Amounts and Related Matters on March
7, 2000, which was approved by the Court on March 22, 2000 ("Assignment
Agreement"). Under the terms of the Assignment Agreement, the Company, on May 3,
2000, paid Mr. Liguori $15,000 in unpaid bonuses due him and delivered 50,000
shares of Common Stock. Also, on May 3, 2000, the Company paid Mr. Cherkas
$94,000; $64,000 for accrued but unpaid salary and $30,000 for reimbursement of
legal fees. As provide by the Assignment Agreement, the Debtors paid Mr.
Liguori, on May 3, 2000, $110,000 in full payment of the note, and related
interest, issued with the acquisition of NATW.

With respect to approximately $1.2 million which remains due Mr.
Cherkas under the Earn Out, under the Assignment Agreement he has agreed to
release the Company and the Debtors if he receives a minimum payment of
$700,000, paid as discussed below, by October 7, 2000. To the extent he does not
receive the minimum payment of

14
<PAGE>

$700,000, the amount due him by the Company shall be $1.2 million less any
payments he receives under the Assignment Agreement.

The Assignment Agreement provides that Mr. Cherkas shall receive the
following amounts, if any:

o The True-up Amount not to exceed $500,000
o 70% of the amount of the Debtors' available cash remaining after
deduction amount for unpaid accrued Administrative Claims.
o At the election of the Company, an amount equal to the difference
between $700,000 and the amounts otherwise paid him under the
Assignment Agreement.

In connection with the NATW merger, the Company entered into an
employment agreement with Randolph Cherkas, the President of NATW, who was
appointed President and a director of the Company. Mr. Cherkas resigned these
positions in December 1999, and his employment with the Company terminated
effective the date of the sale of the Debtors' assets.

The Company also entered into an employment agreement with Gary
Liguori, the Vice President of NATW, who was appointed the Director of Wholesale
Sales of the Company. Mr. Liguori's employment with the Company terminated
effective the date of the sale of the Debtors' assets.

Pursuant to the merger agreement, the Company granted piggyback
registration rights to Messrs. Cherkas and Liguori. Each of them also executed a
lock-up agreement (1) prohibiting the sale of such shares for one year after the
closing date and (2) limiting the number of shares that can be sold by each to
25% of the shares acquired in connection with the NATW merger during any
calendar quarter during the one year period thereafter.

The CCI Merger

Also on the Merger Date, the Company acquired, through a merger, all of
the outstanding capital stock of Centerpiece Communications, Inc. ("CCI") for a
purchase price comprised of (1) $1,500,000 in cash, (2) 401,284 shares of Common
Stock, of which 47,891 shares were subsequently contributed back to the Company
(see below) and (3) a $1,000,000 aggregate principal amount promissory note
("CCI Note"), secured by substantially all of the assets of CCI. The CCI Note
accrued interest at a rate of 8% per annum and was originally payable as
follows: (1) $250,000 plus interest accrued thereon on October 31, 1998, (2)
$250,000 plus interest accrued thereon on January 1, 1999 and (3) four equal
payments of $125,000, plus interest accrued thereon, on April 1, 1999, July 1,
1999, October 1, 1999 and January 1, 2000. In April 1998, the former shareholder
of CCI agreed to defer payment of $250,000 of the CCI Note, plus interest, from
October 31, 1998 to January 1999. In November 1998, the CCI Note was converted
into Common Stock as described below.

In connection with the merger, the Company entered into an employment
agreement with Mr. Rubenstein, the President of CCI, who was appointed the Vice
President--Wholesale Sales and a director of the Company. In November 1998, the
Company terminated Mr. Rubenstein's employment agreement, which was to expire on
December 31, 2000. Mr. Rubenstein's annual base compensation at the time his
employment ceased was $150,000. Pursuant to a termination agreement, Mr.
Rubenstein received approximately $150,000 in severance payments.

In connection with Mr. Rubenstein's departure and in full satisfaction
of his and the Company's obligations to each other, Mr. Rubenstein sold an
aggregate of 353,393 shares of Common Stock and the CCI Note for an aggregate
purchase price of $575,000. Among the purchasers were Shelly Finkel, Chairman of
the Board of the Company, Michael Hoppman, former Chief Financial Officer of the
Company, and Barry Rubenstein, a stockholder (no relation to J. Mark
Rubenstein). Mr. Rubenstein also contributed back to the Company 47,891 shares
of Common Stock with a fair market value of $69,867 in consideration of $298,364
that he owed to the Company relating to Access Telecom as described below. The
reserve for the loss on the settlement of $229,497 was recorded in the Company's
financial statements for the year ended December 31, 1998. After the group of
investors purchased the CCI Note and shares from Mr.

15
<PAGE>

Rubenstein, they accepted the Company's offer to convert the principal amount of
the CCI Note into 813,008 shares of Common Stock at a conversion rate of $1.23
per share.

Agreements Relating to Access Telecom

Pursuant to the respective merger agreements, the Company and the
former shareholders of NATW and CCI agreed to share certain costs related to any
underlying carrier's failure to provide telecommunications services to phone
cards purchased by NATW and CCI prior to the mergers. In February 1998, Access
Telecom, a primary provider of telecommunications services to NATW and CCI prior
to and after the respective mergers, ceased providing such services to the
prepaid phone cards that it had sold to each of NATW and CCI, despite receiving
payment for substantially all of the phone cards. The cost to provide
telecommunications services related to such cards aggregated $1,761,097 during
the year ended December 31, 1998. Of this cost, $376,185 and $298,364 of the
estimated costs have been allocated to the former shareholders pursuant to
indemnification arrangements.

Pursuant to the respective merger agreements, the purchase price was
adjusted subsequent to the Merger Date by an amount equal to cash of the
acquired companies plus the net realizable value of accounts receivable of the
acquired companies minus current liabilities of the acquired companies as of the
Merger Date. In November 1998, the Company and the former shareholder of CCI
reached a settlement on the amount due to the Company related to Access.
Pursuant to the terms of the merger agreement, the former shareholder
contributed back to the Company 47,891 shares of Common Stock issued as part of
the merger consideration with a fair market value of $69,867 in consideration of
$298,364 that he owned to the Company. The loss on the settlement of $228,497
was recorded as an expense for the year ended December 31, 1998.

PROPOSAL II: APPROVAL OF AN AMENDMENT TO THE 1994 PERFORMANCE EQUITY PLAN

In October 1994, the Board adopted, and the stockholders approved, the
1994 Plan. The 1994 Plan currently authorizes the granting of awards of up to
1,500,000 shares of Common Stock to the Company's key employees, officers,
directors and consultants. On May 4, 1999, the Board approved an amendment to
the 1994 Plan to increase the number of shares of Common Stock available
thereunder from 1,500,000 to 3,500,000, subject to approval by the Company's
stockholders at the Annual Meeting. As of December 31, 1999, there are
outstanding options granted under the 1994 Plan to purchase an aggregate of
996,368 shares of Common Stock. Without giving effect to the proposed amendment,
there are 503,632 shares of Common Stock currently available for future grant
under the 1994 Plan. The Board believes that the increase in the shares
available for issuance upon exercise of options granted or which may be granted
under the 1994 Plan is necessary to continue to allow the Company to use stock
options to attract and retain employees and consultants of the highest caliber
and provide increased incentive for them to continue to promote the well-being
of the Company through the grant of options, which acquire value only with an
increase in the market value of the Company's Common Stock.

Summary of the 1994 Plan

Administration

The 1994 Plan is administered by the Board or, at its discretion, by
the Compensation Committee. The Board has full authority, subject to the
provisions of the 1994 Plan, to award (i) Stock Options, (ii) Stock Appreciation
Rights, (iii) Restricted Stock, (iv) Deferred Stock, (v) Stock Reload Options
and/or (vi) other stock-based awards (collectively "Awards"). Subject to the
provisions of the 1994 Plan, the Board determines, among other things, the
persons to whom from time to time Awards may be granted ("Holders" or
"Participants"), the specific type of Awards to be granted (e.g., Stock Option,
Restricted Stock), the number of shares subject to each Award, share prices, any
restrictions or limitations on such Awards (e.g., the "Deferral Period" in the
grant of Deferred Stock and the "Restriction Period" when Restricted Stock is
subject to forfeiture), and any vesting, exchange, deferral, surrender,
cancellation, acceleration, termination, exercise or forfeiture provisions
related to such Awards. The interpretation and construction by the Board of any
provisions of, and the determination by the Board of any questions arising
under, the 1994 Plan, or any rule or regulation

16
<PAGE>

established by the Board pursuant to the 1994 Plan, shall be final, conclusive
and binding on all persons interested in the 1994 Plan. Awards under the 1994
Plan are evidenced by agreements between the Company and the Participants.

Shares Subject to the 1994 Plan

The 1994 Plan, as amended, authorizes the granting of Awards whose
exercise would allow up to an aggregate of 3,500,000 shares of Common Stock to
be acquired by the Holders of such Awards. In order to prevent the dilution or
enlargement of the rights of Holders under the 1994 Plan, the shares of Common
Stock authorized by the 1994 Plan are subject to adjustment by the Board in the
event of a stock dividend, stock split, reverse stock split, merger,
reorganization, consolidation, recapitalization or other change in corporate
structure affecting the Company's Common Stock, as a class. The shares of Common
Stock acquirable pursuant to the Awards will be made available, in whole or in
part, from authorized and unissued shares of Common Stock. If any Award granted
under the 1994 Plan is forfeited or terminated, the shares of Common Stock that
were available pursuant to such Award shall again be available for distribution
in connection with Awards subsequently granted under the 1994 Plan.

Eligibility

Subject to the provisions of the 1994 Plan, Awards may be granted to
key employees, officers, directors, consultants and sales representatives who
are deemed to have rendered or to be able to render significant services to the
Company and who are deemed to have contributed or to have the potential to
contribute to the success of the Company. Incentive Stock Options may be awarded
only to persons who, at the time of such awards, are employees of the Company or
its wholly- or majority-owned subsidiaries ("Subsidiaries").

On March 31st of each year during the term of the 1994 Plan, assuming
there are enough shares then available for grant under the 1994 Plan, each
person who is then a non-employee director of the Company is awarded a stock
option to purchase 10,000 shares of Common Stock at the fair market value
thereof (as determined in the accordance with the 1994 Plan), all of which
options are immediately exercisable as of the date of grant and have a term of
ten years. These are the only awards which may be granted to a non-employee
director of the Company under the 1994 Plan.

Holding Period

Any equity security issued under the 1994 Plan must be held for at
least six months from the date of the grant of the related Award.

Types of Awards

Options. The 1994 Plan provides both for "Incentive" stock options
("Incentive Options") as defined in Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and for options not qualifying as Incentive
Options ("Non-qualified Options"), both of which may be granted with any other
stock based award under the 1994 Plan. The Board will determine the exercise
price per share of Common Stock purchasable under an Incentive or Non-qualified
Option (collectively "Options"). The exercise price of an Option may not be less
than 100% of the fair market value on the last trading day before the date of
grant (or, in the case of an Incentive Option granted to a person possessing
more than 10% of the total combined voting power of all classes of stock of the
Company, not less than 110% of such fair market value). An Incentive Option may
only be granted within a 10-year period from the date the 1994 Plan was adopted
and approved and may only be exercised within 10 years of the date of the grant
(or within five years in the case of an Incentive Option granted to a person
who, at the time of the grant, owns stock possessing more than 10% of the total
combined voting power of all classes of stock of the Company). Subject to any
limitations or conditions the Board may impose, Options may be exercised, in
whole or in part, at any time during the term of the Option by giving written
notice of exercise to the Company specifying the number of shares of Common
Stock to be purchased. Such notice must be accompanied by payment in full of the
purchase price, in cash or in the discretion of the Board, in securities of the
Company, or any combination thereof.

Options granted under the 1994 Plan are generally exercisable only by
the Holder during his or her lifetime. The Options granted under the 1994 Plan
may not be transferred other than by will or by the laws of descent and

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distribution, except that the Board may in its sole discretion allow a
Non-qualified Option to be transferable, subject to compliance with applicable
securities laws.

Generally, if the Holder is an employee, no Incentive Option, or any
portion thereof, granted under the 1994 Plan may be exercised by the Holder
unless he or she is employed by the Company or a Subsidiary at the time of the
exercise and has been so employed continuously from the time the Incentive
Option was granted. However, in the event the Holder's employment with the
Company is terminated due to disability, the Holder may still exercise his or
her Incentive Option for a period of one year (or such other lesser period as
the Board may specify at the time of grant) from the date of such termination or
until the expiration of the stated term of the Incentive Option, whichever
period is shorter. Similarly, should a Holder die while in the employment of the
Company or a Subsidiary, his or her legal representative or legatee under his or
her will may exercise the decedent Holder's Incentive Option for a period of one
year from death (or such other greater or lesser period as the Board specifies
at the time of grant) or until the expiration of the stated term of the
Incentive Option, whichever is shorter. Further, if the Holder's employment is
terminated without cause or due to normal retirement (upon attaining the age of
65), then the portion of any Incentive Option which has vested by the date of
such retirement or termination may be exercised for the lesser of three months
after retirement or termination or the balance of the Incentive Option's term.
The Board is afforded more flexibility with respect to the terms of
Non-qualified Options, since such options are not subject to Code requirements.

Other. The Board may grant Stock Appreciation Rights ("SARs" or
singularly "SAR") in conjunction with all or part of any Option granted under
the 1994 Plan, or may grant SARs on a free-standing basis. In conjunction with
Non-qualified Options, SARs may be granted either at or after the time of the
grant of such Non-qualified Options. In conjunction with Incentive Options, SARs
may be granted only at the time of the grant of such Incentive Options. An SAR
entitles the Holder thereof to receive an amount (payable in cash and/or Common
Stock as determined by the Board) equal to the excess fair market value of one
share of Common Stock over the SAR price or the exercise price of the related
Option, multiplied by the number of shares subject to the SAR. Additionally, the
Board may award shares of Restricted Stock, Deferred Stock and other stock-based
awards either alone or in addition to, or in tandem with, other Awards granted
under the 1994 Plan.

Stock Reload Options. The Board may grant Stock Reload Options in
conjunction with any Option granted under the 1994 Plan. In conjunction with
Incentive Options, Stock Reload Options may be granted only at the time of the
grant of such Incentive Option. In conjunction with Non-qualified Options, Stock
Reload Options may be granted either at or after the time of the grant of such
Non-qualified Options. A Stock Reload Option permits a Holder who exercises an
Option by delivering already owned stock (i.e., the stock-for-stock method), to
receive back from the Company a new Option (at the current market price) for the
same number of shares delivered to exercise the Option.

Acceleration of Award Vesting

Generally, under the 1994 Plan, if (i) any person or entity other than
the Company and/or any stockholders of the Company as of the date the 1994 Plan
was adopted acquires securities of the Company (in one or more transactions)
having 25% or more of the total voting power of all the Company's securities
then outstanding and (ii) the Board of Directors of the Company does not
authorize or otherwise approve such acquisition, then, the vesting periods of
any and all Options and other awards granted and outstanding under the 1994 Plan
will be accelerated and all such Options and awards will immediately and
entirely vest, and the respective holders thereof will have the immediate right
to purchase and/or receive any and all shares of Common Stock subject to such
Options and awards on the terms set forth in the 1994 Plan and the respective
agreements respecting such Options and awards.

Withholding Taxes

Upon the exercise of any Award granted under the 1994 Plan, the Holder
may be required to remit to the Company an amount sufficient to satisfy all
federal, state and local withholding tax requirements prior to delivery of any
certificate or certificates for shares of Common Stock. Subject to certain
stringent limitations under the 1994 Plan and at the discretion of the Board,
the Holder may satisfy these requirements by electing to have the Company
withhold a

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<PAGE>

portion of the shares to be received upon the exercise of the Award having a
value equal to the amount of the withholding tax due under applicable federal,
state and local laws.

Term and Amendments

Unless terminated by the Board, the 1994 Plan shall continue to remain
effective until such time as no further Awards may be granted and all Awards
granted under the 1994 Plan are no longer outstanding. The Board may at any
time, and from time to time, amend the 1994 Plan, except that no amendment may
be made which would impair the rights of any Holder of an existing Option or
other Award without such Holder's consent.

Federal Income Tax Consequences

The following discussion of the federal income tax consequences of
participation in the 1994 Plan is only a summary of the general rules applicable
to the grant and exercise of Options and does not give specific details or
cover, among other things, state, local and foreign tax treatment of
participation in the 1994 Plan. The information contained in this section is
based on present law and regulations, which are subject to being changed
prospectively or retroactively.

Incentive Options

The Participant will recognize no taxable income upon the grant or
exercise of an Incentive Option. The Company will not qualify for any deduction
in connection with the grant or exercise of Incentive Options. Upon a
disposition of the shares after the later of two years from the date of grant or
one year after the transfer of the shares to the Participant, the Participant
will recognize the difference, if any, between the amount realized and the
exercise price as long-term capital gain or long-term capital loss (as the case
may be) if the shares are capital assets. The excess, if any, of the fair market
value of the shares on the date of exercise of an Incentive Option over the
exercise price will be treated as an item of adjustment for a Participant's
taxable year in which the exercise occurs and may result in an alternative
minimum tax liability for the Participant.

If Common Stock acquired upon the exercise of an Incentive Option is
disposed of prior to the expiration of the holding periods described above, (i)
the Participant will recognize ordinary compensation income in the taxable year
of disposition in an amount equal to the excess, if any, of the lesser of the
fair market value of the shares on the date of exercise or the amount realized
on the disposition of the shares, over the exercise price paid for such shares;
and (ii) the Company will qualify for a deduction equal to any such amount
recognized, subject to the limitation that the compensation be reasonable. In
the case of a disposition of shares earlier than two years from the date of the
grant or in the same taxable year as the exercise, where the amount realized on
the disposition is less than the fair market value of the shares on the date of
exercise, there will be no adjustment since the amount treated as an item of
adjustment, for alternative minimum tax purposes, is limited to the excess of
the amount realized on such disposition over the exercise price, which is the
same amount included in regular taxable income.

Non-qualified Options

With respect to Non-qualified Options (i) upon grant of the option, the
Participant will recognize no income; (ii) upon exercise of the option (if the
shares of Common Stock are not subject to a substantial risk of forfeiture), the
Participant will recognize ordinary compensation income in an amount equal to
the excess, if any, of the fair market value of the shares on the date of
exercise over the exercise price, and the Company will qualify for a deduction
in the same amount, subject to the requirement that the compensation be
reasonable; and (iii) the Company will be required to comply with applicable
federal income tax withholding requirements with respect to the amount of
ordinary compensation income recognized by the Participant. On a disposition of
the shares, the Participant will recognize gain or loss equal to the difference
between the amount realized and the sum of the exercise price and the ordinary
compensation income recognized. Such gain or loss will be treated as capital
gain or loss if the shares are capital assets and as short-term or long-term
capital gain or loss, depending upon the length of time that the participant
held the shares.

If the shares acquired upon exercise of a Non-qualified Option are
subject to a substantial risk of forfeiture, the Participant will recognize
ordinary income at the time when the substantial risk of forfeiture is removed,
unless such

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<PAGE>

Participant timely files under Code Section 83(b) to elect to be taxed on the
receipt of shares, and the Company will qualify for a corresponding deduction at
such time. The amount of ordinary income will be equal to the excess of the fair
market value of the shares at the time the income is recognized over the amount
(if any) paid for the shares.

Stock Appreciation Rights

Upon the grant of a SAR, the Participant recognizes no taxable income
and the Company receives no deduction. The Participant recognizes ordinary
income and the Company receives a deduction at the time of exercise equal to the
cash and fair market value of Common Stock payable upon such exercise.

PROPOSAL III: APPROVAL OF AN AMENDMENT TO THE COMPANY'S CERTIFICATE OF
INCORPORATION TO CHANGE THE COMPANY'S NAME TO GLOBAL ITECHNOLOGY, INC.

The Company's Board of Directors adopted a plan to discontinue and sell
the prepaid phone card business in the third quarter of 1999 as a result of the
Company's subsidiaries long history of losses in this line of business and an
increasingly competitive environment.

The Company intends to focus on developing, operating, and entering
into strategic relationships with companies to implement promotional and other
direct marketing services utilizing telephony, the Internet and wireless
communication technologies. The first of such investments is the Company's
investment in Enticent.com, Inc. Additionally, the Company intends to be a
vehicle to take advantage of business opportunities that the Company's
management believes are in the best interest of the stockholders.

In March 2000 the Board of Directors, subject to stockholder approval,
approved changing the Company's name from "Global Telecommunication Solutions,
Inc." to Global iTechnology, Inc." which management believes better reflects the
Company's plans for the future.

INDEPENDENT AUDITORS

Wiss & Company, LLP served as the Company's independent certified
public accountants for the year ended December 31, 1999. The Board has selected
Wiss & Company LLP as the Company's independent certified public accountants for
the fiscal year ending December 31, 2000. A representative of Wiss & Company LLP
will have the opportunity to address the stockholders if such representative so
desires and is expected to be present at the Annual Meeting. The representative
will be available to respond to appropriate questions from stockholders.

2000 STOCKHOLDER PROPOSALS

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In order for stockholder proposals for the 2001 Annual Meeting of
Stockholders to be eligible for inclusion in the Company's Proxy Statement, they
must be received by the Company at its principal office in New York, New York by
February 1, 2001. Pursuant to Rule 14a-4 promulgated by the Commission,
stockholders are advised that the Company's management shall be permitted to
exercise discretionary voting authority under proxies it solicits and obtains
for the Company's 2000 Annual Meeting of Stockholders with respect to any
proposal presented by a stockholder at such meeting, without any discussion of
the proposal in the Company's proxy statement for such meeting, unless the
Company receives notice of such proposal at its principal office in New York,
New York at a reasonable time prior to this meeting.

OTHER MATTERS

The Board of Directors knows of no matter which will be presented for
consideration at the Annual Meeting other than the matters referred to in this
Proxy Statement. Should any other matter properly come before the Annual
Meeting, it is the intention of the persons named in the accompanying proxy to
vote such proxy in accordance with their best judgment.

SOLICITATION OF PROXIES

The cost of proxy solicitations will be borne by the Company. In
addition to solicitations of proxies by use of the mails, some officers or
employees of the Company, without additional remuneration, may solicit proxies
personally or by telephone. The Company may also request brokers, dealers, banks
and their nominees to solicit proxies from their clients, where appropriate, and
may reimburse them for reasonable expenses related thereto. Additional
solicitation of proxies may be made by an independent proxy solicitation firm or
other entity possessing the facilities to engage in such solicitation. If any
independent entity is used for such solicitation, the Company will be required
to pay such firm reasonable fees and reimburse expenses incurred by such firm in
the rendering of such solicitation services.

David S. Tobin
Secretary

New York, New York
June 1, 2000

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GLOBAL TELECOMMUNICATION SOLUTIONS, INC. - PROXY
Solicited by the Board of Directors
for Annual Meeting to be held on June 29, 2000

PROXY The undersigned stockholder(s) of GLOBAL TELECOMMUNICATION SOLUTIONS,
INC., a Delaware corporation ("Company"), hereby appoints Shelly Finkel
and Lee R. Montellaro, or either of them, with full power of
substitution and to act without the other, as the agents, attorneys and
proxies of the undersigned, to vote the shares standing in the name of
the undersigned at the Annual Meeting of Stockholders of the Company to
be held on June 29, 2000 and at all adjournments thereof. This proxy
will be voted in accordance with the instructions given below. If no
instructions are given, this proxy will be voted FOR all of the
following proposals.

1. Election of the following Class II Directors: Alan W. Kaufman and
Donald L. Ptalis and Class III Director: Jack N. Tobin.

FOR [ ] WITHHELD [ ]

(INSTRUCTION: To withhold authority to vote for any individual nominee,
write the nominee's name in the space provided)

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2. Approval of an amendment to the Company's 1994 Performance Equity
Plan:

FOR [ ] AGAINST [ ] ABSTAIN [ ]

3. Approval of an Amendment to the Company' Certificate of
Incorporation to change the Company's Name to Global iTechnology, Inc.

FOR [ ] AGAINST [ ] ABSTAIN [ ]

4. In their discretion, the proxies are authorized to vote upon such
other business as may come before the meeting or any adjournment
thereof.

[ ] I plan on attending the Annual Meeting.

Dated ___________________________, 2000

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Signature

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Signature if held jointly

Please sign exactly as name appears
above. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.