Executive Employment Agreement

Exhibit 10.1

Amendment No. 3 (the "Amendment"), dated as of the 9th day of February,

2005, to an Executive Employment Agreement, dated as of November 21, 2002 and

amended on January 1, 2003 and further amended on December 29, 2004 (the

"Agreement"), between Phone1Globalwide, Inc., a Delaware corporation, having an

address at 100 North Biscayne Blvd., Suite 2500, Miami, Florida 33132 (the

"Employer") and Syed Naqvi, residing at 1911 Lyons Road, Coconut Creek, FL 33063

(the "Executive").

R E C I T A L S:

A. The parties desire to amend certain provisions of the Agreement, upon

the terms and conditions herein below set forth.

B. Capitalized terms when used herein shall have the meaning ascribed to

them in the Agreement unless the text hereof specifically provides to the

contrary.

NOW, THEREFORE, in consideration of the premises and other good and

valuable consideration which the parties acknowledge they have received, it is

agreed as follows:

1. Section 2.b. of the Agreement is amended and replaced to read as

follows:

"Employment Period. The Company shall employ the Executive and the

Executive shall be employed by the Company, on the terms and conditions

hereinafter set forth, for a period commencing as of April 1, 2002 (the

"Effective Date") and ending on the fifth anniversary of the Effective

Date. Subject to the provisions of Section 4 of this Agreement, the period

of employment shall be automatically extended for successive one-year

terms of employment, unless either the Company or the Executive notifies

the other in writing at least thirty (30) days prior to the end of the

then current term that it or he does not intend to renew such employment,

in which case such employment will expire at the end of the then current

term. All references