Exhibit 10.2

                                ESCROW AGREEMENT
                                ----------------

          THIS  AGREEMENT  is  made  and  entered  into  as  of the 11th  day of
November,  2002,  by  and  between  Stephen  A.  Zrenda,  Jr., P.C., an Oklahoma
professional  corporation  (the "Escrow Agent") and ITS Networks Inc., a Florida
corporation  ("ITS")  and  certain  shareholders of Teleconnect Communicaciones,
S.A., a company organized under the laws of Spain ("Teleconnect"), collectively,
the  "Parties".

                              W I T N E S S E T H:

          WHEREAS,  ITS  has  entered  into  a  Share  Exchange  Agreement  (the
"Agreement")  with  certain shareholders of Teleconnect involving an exchange of
up  to 3,000,000 shares of the Common Stock of ITS for all of the ordinary stock
of  Teleconnect  under  the  terms  and  conditions  of  a their Agreement dated
November  11,  2002,  which  is  incorporated  by reference herein.  ITS and the
shareholders  of  Teleconnect desire to escrow the shares of Common Stock of ITS
to  be  issued  to  the  shareholders  of  Teleconnect  in  accordance  with the
provisions  of  the  Agreement  and  of the provisions of this Escrow Agreement.

          WHEREAS,  the  Escrow  Agent has consented to act as escrow depository
and  hold the shares of Common Stock of ITS to be deposited pursuant thereto, in
escrow for ITS and the various shareholders of Teleconnect upon the terms of the
Agreement  and  the  terms  hereinafter  set  forth.

          NOW, THEREFORE, in consideration of the foregoing, it is hereby agreed
as  follows:

          1.     Establishment  of Escrow Account.  The parties hereby establish
an  escrow account with the Escrow Agent, which escrow account shall be entitled
"ITS-Teleconnect  Escrow  Account"  (the  "Escrow  Account").  No  cash  will be
accepted  by  the  Escrow  Agent.

          2.     Escrow Period.  The "Escrow Period" shall begin on November 11,
2002,  and  shall  terminate  upon  the earlier to occur of the following dates:

          A.     On  May  12,  2005;  or

          B.     The date upon which ITS directs the Escrow Agent to release all
of  the  stock  certificates  of  ITS  being  held  by  the  Escrow Agent to the
designated  former  shareholders  of  Teleconnect.

          3.     Deposits  into  the  Escrow  Account.  ITS  will  request  each
stockholder  of  Teleconnect  to  transfer,  assign  and deliver all their stock
certificates  of Teleconnect to the Escrow Agent for transfer to ITS.  All stock

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of Teleconnect so deposited in the Escrow Account are hereinafter referred to as
the  "Teleconnect  Stock".

          ITS will issue and deposit into the Escrow Account 3,000,000 shares of
its  Common Stock, with restrictive legends, in the names of the shareholders of
Teleconnect.

          4.     Disbursement  of Common Stock of ITS.  Upon written notice from
ITS  of  the  compliance  of  Teleconnect  shareholders  with  the  terms of the
Agreement, the Escrow Agent shall release stock certificates representing shares
of  the  Common  Stock  of  ITS,  as  adjusted pursuant to 2.2 and ______ of the
Agreement  and  Schedule  IV  to  the  Agreement,  approximately  as  follows:

          a)  The  Escrow Agent shall deliver on May 12, 2003, 10% of the shares
              to  be transferred, comprised of approximately 300,000 ITS shares;

          b)  The  Escrow Agent shall deliver on May 12, 2004, 25% of the shares
              to be transferred, comprised of approximately 750,000 ITS  shares;
              and

          c)  The  Escrow Agent shall deliver on May 12, 2005, 65% of the shares
              to  be  transferred,  comprised  of  approximately  1,950,000  ITS
              shares.

          5.     Compensation of Escrow Agent.  ITS shall pay the Escrow Agent a
fee  of  $2,000.

          6.     Liability  of  Escrow Agent.  Nothing herein contained shall be
deemed  to  obligate the Escrow Agent to transfer any stock hereunder unless the
same  has  been first received by the Escrow Agent pursuant to the provisions of
this  Agreement.  The Escrow Agent acts hereunder as depository only, and is not
responsible  or  liable  in  any  manner  for  the  sufficiency,  correctness,
genuineness  or  validity of any instrument deposited with it hereunder, or with
respect  to  the  form  or execution of the same, or the identity, authority, or
right  of  any person executing or depositing or receiving the same.  The Escrow
Agent  shall have no duty or obligation to collect any stock certificates at any
time  due  and shall not be responsible for any defaults thereunder or hereunder
by  any other party or for the application of any stock certificates received by
it as herein provided.  The Escrow Agent shall use reasonable care but shall not
be liable for the default or misconduct of any agent or attorney appointed by it
who  it has been selected with reasonable care.  The Escrow Agent shall be fully
protected  with  respect to any action taken or suffered under this Agreement in
good  faith  by  it,  except  for  gross negligence and willful misconduct.  The
Escrow  Agent  may consult with counsel for ITS, and shall be fully protected in
respect  to  any action taken or suffered under the Agree-ment, in good faith by
it  in  accordance with the opinion of such counsel.  The Escrow Agent shall not
be bound or in any way affected by any notice of any modification, cancellation,
abrogation  or  rescission  of  this  Agreement,  or of any fact or circumstance
affecting  or  alleged to affect the rights or liabilities of the Parties hereto
other  than as set forth in this Agreement or affecting or alleged to affect the
rights  or  liabilities  of any other persons, unless notified in writing by all
the  Parties  to this Agreement, and by all such other persons; nor, in the case
of  a modification, unless such modification shall be satisfactory to the Escrow
Agent.  The  Escrow  Agent  shall  not be liable for actions taken in compliance
with  the  instructions  contained in written notices received by it from ITS or
Teleconnect  shareholders.


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          7.     Resolution  of  Disputes.  In  the  event  of  any disagreement
between  or  among  the  Escrow Agent, ITS, any Teleconnect shareholders, or any
other  person,  resulting in adverse claims and demands being made in connection
with  or  for  any  documents,  money  or  property involved herein, or affected
hereby,  the  Escrow Agent shall be entitled to refuse to comply with any demand
or  claim,  so  long  as such disagreement shall continue, and in so refusing to
make  any  delivery  or  other  disposition  of any documents, money or property
involved  or  affected hereby, the Escrow Agent shall not be or become liable to
ITS,  or  any  Teleconnect  shareholders  for  its  refusal  to comply with such
conflicting or adverse demands, and the Escrow Agent shall be entitled to refuse
and  refrain  to  act  until:

          a).  All differences shall have been resolved by written agreement and
               the Escrow  Agent shall  have  been  notified thereof in writing,
               signed by all the parties  interested;  or

          b).  The  rights  of  the  adverse  claimants  shall  have  been fully
               adjudicated  in  a  court assuming and having jurisdiction of the
               Parties  and  documents,  money  and  property involved herein or
               affected  hereby.  The  Escrow Agent is hereby given the right to
               bring  an  action  in interpleader in such a court to resolve the
               rights  of  the  adverse  claimants  to  the documents, money and
               property  deposited  with  it  pursuant  to  this  Agreement. Any
               attorney  fees  and  costs incurred by the Escrow Agent regarding
               such interpleader action will be paid by ITS or reimbursed to the
               Escrow  Agent  by  ITS.

          8.   Books  and Records.  The Escrow Agent shall keep accurate books
and  records  of  all  transactions  hereunder  at its offices in Oklahoma City,
Oklahoma.  ITS and the Teleconnect shareholders and their representatiaves shall
have  full  access  to  such  books and records during the business hours of the
Escrow  Agent.

          10.     Fees  and  Expenses.  The  Escrow  Agent shall be paid fees in
accordance  with paragraph 6 hereof upon the execution of this Escrow Agreement.
The  Escrow  Agent  shall  be  reimbursed by ITS for any out-of-pocket expenses,
excluding  incidental charges.  It is agreed that additional compensa-tion shall
be  paid  to the Escrow Agent by ITS for any extraordi-nary services it shall be
requested  to  render  hereunder.

          11.     Notices.  All notices sent pursuant to this Agreement shall be
in  writing,  signed by the party sending the notice, and shall be sent by first
class  mail,  postage prepaid, by fax or by hand delivery to the recipient.  For
the  purposes  of  this  Agreement,  notices shall be sent to the parties at the
following  addresses:

               Escrow  Agent:          Stephen  A.  Zrenda,  Jr.,  P.C.
                                       2440  Bank  One  Center
                                       100  N.  Broadway
                                       Oklahoma  City,  Oklahoma  73102


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               Contact  Person:        Stephen  A.  Zrenda,  Jr.
                                       Telephone:  (405)  235-2111
                                       Telecopy:   (405)  235-2157

               ITS:                    ITS  Networks  Inc.
                                       C/Villanueva  16,  5th  Floor
                                       2800  Madrid,  Spain
                                       Telephone:  011-34-91-431-3341
                                       Fax:  011-34-91-578-0074

          All  stock  certificates released by the Escrow Agent pursuant to this
Agreement  shall be sent to ITS at the above-designated address, certified mail,
postage  prepaid,  by  Federal  Express or by United Parcel Service, or shall be
hand-  delivered  to  ITS.

          12.     Facsimile  Copies.  The parties agree that facsimile copies of
this  Agreement  and  any  signatures  hereon  shall  be  as legally binding and
enforceable as the original or copy original of this Agreement or any signatures
hereon.

          13.     Construction.  The  parties agree that this Agreement shall be
construed in accordance with the laws of the State of Florida and that exclusive
jurisdiction  and  venue  for  any  controversy, claim or suit arising out of or
connected  with  this Agreement shall be in the courts located in Oklahoma City,
Oklahoma.

          IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date  first  written  above.
                                   ITS:

                                   ITS  Networks  Inc.


                                   By:
                                      ------------------------------------------
                                        Gustavo  Gomez  Sanchez



                                   ESCROW  AGENT:

                                   Stephen  A.  Zrenda,  Jr.,  P.C.

                                   By:
                                      ------------------------------------------
                                        Stephen  A.  Zrenda,  Jr.,  President



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                            Teleconnect Shareholders

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