United States
                       Securities and Exchange Commission
                             Washington, D.C. 20549

                                  Form 10-QSB

            [ X ] QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2002

             [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                                  EXCHANGE ACT

        For the transition period from ______________ to ________________

                        Commission File Number: 0-24857

                                ITS NETWORKS INC.
                    (Exact name of small business issuer as
                            specified in its charter)

             Florida                                      52-2137517
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)


                C/Villanueva 16, 5th Floor, Madrid, 28001, Spain
                ------------------------------------------------
                    (Address of principal executive offices)

                               011-34-91-431-2475
                          ---------------------------
                          (Issuer's telephone number)

                                 Not Applicable
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                          if changed since last report)

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Check whether the registrant filed all documents and reports required to be
filed  by  Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities  under  a  plan  confirmed  by  a  court.  Yes      No

                      APPLICABLE ONLY TO CORPORATE ISSUERS

     State  the  number of shares outstanding of each of the issuer's classes of
common  equity,  as  of  the  last  practicable  date:  24,786,238  shares.


<PAGE>
    Transitional Small Business Disclosure Format (check one): Yes      No X
                                                                   ---    ---


                                ITS NETWORKS INC.
                                      INDEX

PART  I.  FINANCIAL  INFORMATION

Item  1.  Consolidated  Financial  Statements:

            Consolidated Balance Sheet as of June 30, 2002                     2

            Consolidated Statements of Operations for the three
            months and nine months ended June 30, 2002, and 2001               3

            Consolidated Statement of Changes in Stockholders'
            (Deficit) for the nine months ended June 30, 2002                  4

            Consolidated Statements of Cash Flows for the nine
            months ended June 30, 2002 and 2001                                5

            Notes to the Consolidated Financial Statements                     6

Item  2.    Management's Discussion and Analysis or Plan of Operations         7


PART  II.  OTHER  INFORMATION

Item  1.   Legal  Proceedings                                                  9

Item  2.   Changes  in  Securities                                             9

Item  3.   Defaults  on  Senior  Securities                                    9

Item  4.   Submission  of  Matters  to  a  Vote  of  Security  Holders         9

Item  5.   Other  Information                                                 10

Item  6.   Exhibits  and  Reports  on  Form  8-K                              10

Signatures                                                                    10












<PAGE>
                          PART I. FINANCIAL INFORMATION

Item  1.  Financial  Statements

                        ITS NETWORKS INC. AND SUBSIDIARY
                           Consolidated Balance Sheet
                                  (Unaudited)



                                                                 June  30,  2002
                                                                 ---------------

                                     ASSETS
                                     ------
<TABLE>
<CAPTION>
CURRENT  ASSETS:
<S>                                                                <C>
Cash  and  cash  equivalents                                       $     64,000

Accounts receivable, net of allowance for
  uncollectible accounts of $158,000                                    300,000

Prepaid  expenses                                                         1,000
                                                                   ------------

      Total  Current  Assets                                            365,000
                                                                   ------------

Vendor  and  other  deposits                                            142,000

Property  and  equipment,  net                                          213,000
                                                                   ------------

      Total  Assets                                                $    720,000
                                                                   ============


                      LIABILITIES AND SHAREHOLDERS' DEFICIT
                      -------------------------------------

CURRENT  LIABILITIES:

Accounts  payable                                                  $    498,000

Payable to related parties                                               32,000

Other  current  liabilities                                             186,000
                                                                   ------------

   Total  current  liabilities                                          716,000
                                                                   ------------

LONG TERM PAYABLE TO AFFILIATES                                         539,000
                                                                   ------------

STOCKHOLDERS'  DEFICIT

Common  stock,  par value $.001; 50,000,000
  shares authorized, 24,786,238 shares outstanding

    Preferred  and  common  stock                                        25,000

    Additional  paid  in  capital                                     3,158,000

Accumulated  deficit                                                 (3,680,000)

Cumulative  translation  adjustments                                    (38,000)
                                                                   ------------

      Total  Stockholders'  (Deficit)                                  (535,000)
                                                                   ------------

      Total Liabilities and Shareholders' (Deficit)                $    720,000
                                                                   ============
</TABLE>


<PAGE>
                        ITS NETWORKS INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
                                  (Unaudited)

<TABLE>
<CAPTION>
                             Three months ended   Three months ended   Nine months ended   Nine months ended
                              June  30,  2002      June  30,  2001       June 30, 2002       June 30, 2001
                             ------------------   ------------------   -----------------   -----------------
<S>                             <C>                  <C>                 <C>                 <C>
Sales                           $    471,000         $    661,000        $   1,725,000       $   1,515,000
Cost  of  goods  sold                334,000              549,000            1,246,000           1,187,000
                                ------------         ------------        -------------       -------------

GROSS  PROFIT                        137,000              112,000              479,000             328,000
                                ------------         ------------        -------------       -------------

General and administrative
  expenses                           834,000              373,000            1,200,000             960,000
Depreciation                          11,000                7,000               26,000              20,000
Bad  debt  expense                   147,000               17,000              148,000              44,000
                                ------------         ------------        -------------       -------------

OPERATING  EXPENSES                  992,000              397,000            1,374,000           1,024,000
                                ------------         ------------        -------------       -------------

OPERATING  LOSS                     (855,000)            (285,000)            (895,000)           (696,000)

OTHER  INCOME  (  EXPENSES)
  Interest  income                         0                    0                    0               1,000
  Interest  expense                   (5,000)             (34,000)              (6,000)            (41,000)
                                ------------         ------------        -------------       -------------

NET  LOSS                      $    (860,000)        $   (319,000)       $    (901,000)       $   (736,000)
                               =============         ============        =============        ============

Net loss per common share      $        (.04)        $       (.01)       $        (.04)       $       (.03)
                               =============         ============        =============        ============

Weighted average number of
  shares outstanding              24,021,788           21,316,677           22,706,048          21,316,677
                               =============         ============        =============        ============

The components of
  comprehensive loss are:

NET  LOSS                      $    (841,000)        $   (319,000)       $    (901,000)       $   (736,000)

Change in foreign currency
translation  adjustment              (88,000)            (187,000)             (48,000)            118,000
                                ------------         ------------        -------------        ------------

COMPREHENSIVE  LOSS            $    (929,000)        $   (506,000)       $    (949,000)       $   (618,000)
                               =============         ============        =============        ============
</TABLE>


<PAGE>
                        ITS NETWORKS INC. AND SUBSIDIARY
      Consolidated Statements of Changes in Stockholders' Equity (Deficit)
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                                 Cumulative      Total
                        Common     Stock       Additional         Retained       Translation  Shareholders'
    Description         Shares     Amount   Paid-in Capital  Earnings (Deficit)  Adjustment    (Deficit)
    -----------       ----------  -------   ---------------  ------------------  -----------  ------------

Balance,
<S>                   <C>         <C>          <C>              <C>                <C>        <C>
  September 30, 2001  21,366,667  $21,000      $1,315,000       $(2,779,000)       $ 10,000   $(1,433,000)

Shares issued due
  to conversion of
  debt to equity       2,360,071    3,000       1,462,000                 -               -     1,465,000

Shares issued for
  cash                    19,500        -          11,000                 -               -        11,000

Shares issued for
  prior advertising      790,000    1,000         281,000                 -               -       282,000

Shares issued to
  employee               250,000        -          89,000                 -               -        89,000

Net loss for the
  nine months
  ended June 30,
  2002                         -        -               -          (901,000)              -      (901,000)

Cumulative
  translation
  adjustments                  -        -               -                 -         (48,000)      (48,000)
                      ----------  -------      ----------       -----------        --------   -----------

Balance,
  June 30, 2002       24,786,238  $25,000      $3,158,000       $(3,680,000)       $(38,000)  $  (535,000)
                      ==========  =======      ==========       ===========        ========   ===========
</TABLE>






<PAGE>
                        ITS NETWORKS INC. AND SUBSIDIARY
                      Consolidated Statements of Cash Flows
                                  (Unaudited)

<TABLE>
<CAPTION>
                                           Nine months ended   Nine months ended
                                            June  30,  2002     June  30,  2001
                                           ------------------  -----------------

CASH  FLOWS  FROM  OPERATING  ACTIVITIES
<S>                                           <C>                <C>
NET  (LOSS)                                   $   (901,000)      $   (736,000)
Adjustments  to  reconcile  income/cash
  Depreciation  and  amortization                   26,000             20,000
  Non cash expenditures paid with stock            370,000                  -
  Capitalization  restructure                            -              8,000
  Provision  for  bad  debt                        167,000                  -

Decrease (Increase) in operating assets
  Account  receivable                             ( 80,000)            20,000
  Prepaid  expenses                                 (1,000)            (6,000)
  Vendor  and  other  deposits                     (77,000)           106,000

Increase (decrease) in operating liabilities
  Accounts payable and accrued expenses           (153,000)             2,000
                                              ------------       ------------

    Net cash (used in) operating activities       (649,000)          (586,000)
                                              ------------       ------------

CASH  FLOWS  FROM  INVESTING  ACTIVITIES

  Cash flows proceeds from the sale of
    fixed assets                                         -              7,000

  Cash payments for the purchase of
    property and equipment                         (72,000)           (49,000)
                                              ------------       ------------

    Net cash (used in) investing activities        (72,000)           (42,000)
                                              ------------       ------------

CASH  FLOWS  FROM  FINANCING  ACTIVITIES

  Cash paid to related parties                           -           (132,000)
  Proceeds  from sale of common stock               11,000                  -
  Loans received from related parties              810,000            736,000
  Cash  paid  to  banks                                  -             (7,000)
                                              ------------       ------------

    Net cash provided by financing
      activities                                   821,000            597,000
                                              ------------       ------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH, NET       (48,000)            30,000
                                              ------------       ------------

NET DECREASE IN CASH AND CASE EQUIVALENTS           52,000             (1,000)

CASH AND CASH EQUIVALENT, BEGINNING OF YEAR         12,000              9,000
                                              ------------       ------------

CASH AND  CASH  EQUIVALENTS  END OF YEAR      $     64,000       $      8,000
                                              ============       ============

NON CASH TRANSACTIONS
  Stock issued for services                   $    370,000       $          -
  Long-term debt converted to shares          $  1,465,000       $          -
</TABLE>



<PAGE>
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1.  THE  COMPANY

ITS  Networks  Inc.  (the "Company") was incorporated in the State of Florida on
November 23, 1998. On December 22, 2000, the Company issued 16,886,667 shares of
common stock in exchange for 100% of the outstanding common stock of ITS Europe,
S.L.  ("ITS  Europe"),  a  Spanish  telecommunications  company.  For accounting
purposes, the acquisition has been recorded as a recapitalization of ITS Europe,
with  ITS  Europe  as  the acquirer. The 16,866,677 shares issued are treated as
issued  by  ITS  Europe  for  cash.

Results  for the nine months ended June 30, 2002, are not necessarily indicative
of  the results that may be expected for the year ending September 30, 2002. For
further  information,  refer  to the Company's consolidated financial statements
and  footnotes  thereto  included  in  its annual report on Form 10- KSB for its
fiscal  year  ended  September  30,  2001.

The  Company  is a provider of telecommunication services and products primarily
within  Spain.  Significant  inter-company  balances  and transactions have been
eliminated  on  consolidation.

2.  GOING  CONCERN

Since  inception,  the  Company  has incurred operating losses in each reporting
period as shown in the accompanying financial statements. The Company incurred a
net  loss  of  $(901,000)  for  the nine months ended June 30, 2002. The Company
used  cash  in operations of  $649,000 during this period.  As of June 30, 2002,
the  Company  has  a  deficit in working capital of $(351,000) and a deficit net
worth  of $(535,000).  These factors raise substantial doubt about the Company's
ability  to  continue  as  a  going  concern.

Based  upon  the  new  business  plan  developed  during  April/May  this  year,
management  is  implementing  its  plan  to obtain additional debt and/or equity
financing,  restructure  current  debt,  increase  revenues  as  well as improve
operating  margins.  The current shareholders have shown their commitment to the
Company  by financially supporting the operations.  During the nine months ended
June  30,  2002,  $1,465,000  of  debt  was  converted to equity and the Company
received  an additional $11,000 in cash for stock.  During the nine months ended
June  30,  2002,  affiliates  loaned  the Company $810,00, of which $271,000 was
converted  to  stock  as  described  above.

The  ability of the Company to continue as a going concern is dependent upon the
Company's  ability  to  attain  a satisfactory level of profitability and obtain
suitable  and  adequate  financing.  There can be no assurance that management's
plan  will  be  successful.    The  financial  statements  do  not  include  any
adjustments  that  might  result  from  the  outcome  of  this  uncertainty.

3.  SIGNIFICANT  ACCOUNTING  POLICIES

Foreign  Currency  Translation/Transactions

The assets and liabilities of ITS Europe, S.L., whose functional currency is the
Euro (formerly the Peseta), are generally translated into US dollars at the June
30,  2002  exchange  rate.  The  revenues and expenses are translated at average
exchange  rates  for the year. Resulting translation adjustments are accumulated
and  reflected  as  a  separate  component  of  stockholders'  equity.


<PAGE>
Transaction  gains  and  losses  that  arise  from exchange rate fluctuations on
transactions  denominated  in  a currency other than the functional currency are
included in the results of operations as incurred. Foreign transaction gains and
losses  in  the  functional  currencies  are  immaterial.

4.  INCOME  TAXES

The  Company's  wholly-owned subsidiary, ITS Europe, S.L. files its income taxes
on  a  calendar  year  basis.  Statutory tax laws of Spain allow net losses from
operations  to  be  carried  forward for a period of 15 years. The Company has a
deferred  tax asset   principally due to net operating loss carry forwards. This
deferred  tax  asset  has been offset in full by  a  valuation allowance, as the
Company  can  not be assured at this time that it will be able to utilized these
loss  carryforwards.

5.  LITIGATION

In  the  normal course of its operations, the Company may, from time to time, be
named  in  legal  actions  seeking  monetary damages. While the outcome of these
matters  cannot  be  estimated with certainty, management does not expect, based
upon  consultation  with legal counsel, that they will have a material effect on
the  Company's  business  or  financial  condition  or  results  of  operations.

6.  LOANS  PAYABLE

At  June  30,  2002,  the Company has loans payable to related parties  totaling
$571,000  of  which $539,000 is considered to be long-term.  These loans have no
maturity  dates  or  repayment  terms  and  are  interest  free.

7.  INFLATION

The Company believes that inflation has not had a material impact on its results
of  operations  for  the  three  and  nine  months  ended  June  30,  2002.


Item  2.  Management's  Discussion  and  Analysis  or  Plan  of  Operations

RESULTS  OF  OPERATIONS

Prior  to  December 2000, the Company was a development stage technology company
and  had  no revenues. After the Company's acquisition of ITS Europe, S.L. ("ITS
Europe"),  through  a share exchange agreement entered on December 22, 2000, the
Company's previous business plan was implemented. For information concerning the
Company's prior full fiscal year, the Company refers the reader to the financial
statements  provided in its previous annual report on Form 10-KSB filed  for its
fiscal  year  ended  September  30,  2001.

On December 22, 2000, the Company acquired 100% ownership of ITS Europe, S.L., a
telecommunications  company  based in Malaga, Spain. ITS Europe is a provider of
various  telecommunications services and products primarily within Spain; all of
the  operations  of  ITS  Europe  were  founded prior to the deregulation of the
telecommunications  industry  in  Spain  in  1998.

COMPARISON  OF  THE  THREE  MONTHS  ENDED  JUNE  30,  2002  AND  2001

We  incurred  a  $(860,000) net loss for the three months ended June 30, 2002 as
compared  to  a  net loss of $(319,000) during the comparable period in 2001.  A
comparison  of  revenues  and  expenses  for  the  two  periods  is  as follows:

REVENUES

Sales  for  the three months ended June 30, 2002, decreased 29% to $471,000 from
$661,000  for  the  quarter  ended  June  30, 2001. This decrease in revenues is

<PAGE>
attributable  primarily  to   our  decision  in   March  of  2002  to reduce the
"Intelligent Numbers"  line  of  business.   Intelligent  Numbers  revenues  are
generated  by  third party users paying fees to receive certain information from
our  customers.  The  Intelligent  Numbers revenues generate significantly lower
gross  profit  margins than our fixed line charges which currently represent the
majority  of  our  current  revenues.

COST  OF  GOODS  SOLD

Cost  of  goods  sold decreased by 39% to $334,000 during the three months ended
June  30,  2002  from $549,000 during the same period in 2001. This decrease was
due  to  a 29% reduction in revenues and in part to the reduction in Intelligent
Numbers  revenues  which  generated  only  about  a  10%  gross  profit  margin.

GENERAL  AND  ADMINISTRATIVE  EXPENSES

General  and  administrative  expenses  increased by 124% to $834,000 during the
three  months  ended  June  30,  2002 as compared to $373,000 for the comparable
period  in 2001.  This increase was due primarily to the recognition of non cash
expenditures  associated  with  the  issuance of stock as an employment bonus of
$89,000  and to pay advertising obligations totaling $281,000.   The advertising
obligation  was  incurred  by  prior  management.   The  Company  also  incurred
additional  expenditures in connection with opening a new head office in Madrid.

DEPRECIATION

Depreciation  expense  increased by 57% to $11,000 during the three months ended
June  30,2002  as compared to $7,000 for the comparable period in 2001.  This is
due  primarily to the acquisition of $72,000 in equipment during the nine months
ended  June  30,  2002.

BAD  DEBTS  EXPENSE

Bad  debts  expense  increased by 765% to $147,000 during the three months ended
June 30, 2002 as compared to $17,000 during the comparable period in 2001.  This
increase  is  due to  the write off of old past due accounts receivable balances
which  were  incurred  principally  prior  to  a  change  in management. Current
management  has  implemented significantly improved collections procedures which
we  believe  will  reduce  bad  debts  expense  in  the  future.

INTEREST  EXPENSE

Interest  expense  decreased by 85% to $5,000 during the three months ended June
30,  2002  as  compared  to  $34,000 during the comparable period in 2001.  This
decrease  was  due  to the conversion of $1,465,000 of long term debt to equity.

COMPARISON  OF  THE  NINE  MONTHS  ENDED  JUNE  30,  2002  AND  2001

We  incurred a net loss of $(901,000) for the nine months ended June 30, 2002 as
compared  to  a  net  loss  of  $(736,000) for the comparable period in 2001.  A
comparison  of  revenues  and  expenses  for  the  two  periods  is  as follows:

REVENUES

Sales  for  the  nine months ended June 30, 2002, increased by 14% to $1,725,000
from  $1,515,000 for comparable period in 2001. This increase in revenues is due
primarily to an increase in  fixed line charges and Intelligent  Numbers income.
Substantially  all  of  the Intelligent Numbers revenues were generated prior to
March  31,  2002.

COST  OF  GOODS  SOLD

Cost  of  goods  sold increased by 9% to $1,295,000 during the nine months ended
June 30, 2002 from $1,187,000 during the same period in 2001.  This increase was
due  in  part  to  a  14%  increase in revenues offset in part by improved gross
profit  margins due to the reduction in the low gross profit margin  Intelligent
Number  revenues  commencing  in  April  of  2002.

GENERAL  AND  ADMINISTRATIVE  EXPENSES

General  and  administrative  expenses increased by 25% to $1,200,000 during the
nine  months  ended  June  30,  2002  as compared to $960,000 for the comparable
period  in  2001. This increase was due primarily to the recognition of non cash
expenditures  associated  with  the  issuance of stock as an employment bonus of
$89,000  and  to pay advertising obligations totaling $281,000.  The advertising
obligation  was  incurred  by  prior  management.   The  Company  also  incurred
additional  expenditures in connection with opening a new head office to Madrid.


<PAGE>
DEPRECIATION

Depreciation  expense  increased  by 30% to $26,000 during the nine months ended
June  30,2002 as compared to $20,000 for the comparable period in 2001.  This is
due  primarily to the acquisition of $72,000 in equipment during the nine months
ended  June  30,  2002.

BAD  DEBTS  EXPENSE

Bad  debts  expense  increased  by 236% to $148,000 during the nine months ended
June  30, 2002 as compared to $44,000 during the comparable period in 2001. This
increase  is  due  to the write off of old past due accounts receivable balances
which  were  incurred  principally  prior  to  a  change in management.  Current
management  has  implemented significantly improved collections procedures which
we  believe  will  reduce  bad  debts  expense  in  the  future.

INTEREST  EXPENSE

Interest  expense  decreased  by 85% to $6,000 during the nine months ended June
30,  2002  as  compared  to  $41,000 during the comparable period in 2001.  This
decrease  was  due  to the conversion of $1,465,000 of long term debt to equity.


PLAN  OF  OPERATIONS  FOR  THE  COMPANY

Since the approval of the new business plan by the Board in May, the Company has
taken  the  necessary  steps to comply with the actions defined.  As such it has
reduced  the  debt  and looked for additional debt/equity funding.  The services
have  been  redefined  as  a  part  of  a new marketing mix and certain services
relaunched with a new image and brand name, as is the case with the prepaid card
and  the  prepaid  home service Novitel.  The Company's plans include continuing
to  work  with  Melanie  Griffith  as  the  image  of  the  Company.

ITS has also launched Spain's first Wireless Internet Service at a Spanish port.
It  has  since  obtained two additional ports as well as a  hotel to sign up for
the service.  ITS has developed its own antennae which provide for a competitive
advantage  in  this  type  of  environment.  The  Company is currently receiving
numerous  requests   for  collaborations  from  equipment   suppliers,  services
companies,  and  even  other  operators  and  resellers.

ITS  is  currently in the process of re-enforcing its sales force and is looking
to launch shortly its first spin-off sales office.  The management team is being
complemented  with  a  Director of Sales and Marketing who is coming on board in
September  from a major international carrier.  The new budget has a section for
marketing  and  creating brand name and image.  Previous to March this year, the
Company  has  spent  over  6  months  without  any serious or proactive sales or
marketing  efforts.

Hence,  the  Company  is  positioning  itself  with its relocated head office in
Madrid,  Spain,  as  a national player in the telecom services market focused on
serving  niche  market segments in hand-picked cities.  The focus is on creating
shareholder  wealth  through  value  creation.

As  such,  the  Company  is  investing  in developing solutions utilizing in new
technologies  that  will provide us with a sustainable competitive advantages in
differentiated  service  offered  in  niche  segments  such  as  WIFI  access.

LIQUIDITY  AND  CAPITAL  RESOURCES

General.  The  principal  shareholders  of the Company have made commitments for
additional  financing  to  the  Company  in  order  to  fund its strategic plan.
Despite  that,  there can be no assurance that any additional financing would be
available  in a timely manner, or if available,  would be on terms acceptable to
the  Company.  Furthermore,  any additional equity financing or convertible debt
financing  could  be  dilutive  to  our  then-existing shareholders and any debt
financing  could  involve  restrictive  covenants with respect to future capital
raising  activities,  dividends,  and  other  financial and operational matters.


<PAGE>
The  Company entered into an Equity Line of Credit Agreement dated June 18, 2002
(the  "Agreement")  with  Cornell  Capital  Partners,  LP.  ("Cornell")

The  Agreement  provides for Cornell to commit to purchase up to an aggregate of
$10,000,000 (U.S.) of the Common Stock of the Company, not to exceed 9.9% of the
then  total  issued  and  outstanding  shares of Common Stock of the Company, as
requested  from  time  to  time by the Company as its equity capital needs arise
during  the  term  of  the  Agreement.

Upon  written  notice  from the Company, Cornell is committed to purchase Common
Stock of the Company at a purchase price equal to 95% of the then current market
closing  bid  prices.  Market  price is defined to mean the lowest bid price for
the  Common Stock during the five preceding trading days during a pricing period
(the  date  following  the  notice  from  the  Company)  to  Cornell.

Under the terms of the Agreement, the Company will be issuing  780,000 in shares
of  Common Stock of the Company, representing $390,000 of shares of Common Stock
at  $.50  per  share.

The  shares  of Common Stock and warrants of the Company to be issued to Cornell
and  underwriters  are  covered by a Registration Rights Agreement requiring the
Company  to  file a registration statement with the U.S. Securities and Exchange
Commission  to  register  such  securities  under  the  Securities  Act of 1933.

                          PART II - OTHER INFORMATION

Item  1.  Legal  Proceedings

None

Item  2.  Changes  in  Securities

The  following  sets  forth  a  description  of  all  sales and issuances of the
Company's  securities  during  the  period  covered by this report.  The Company
relied upon one or more exemptions from registration under the Securities Act of
1933, including Section 4(2) of the Securities Act of 1933 and Regulation S with
respect  to  certain  sales  to  non-U.S.  persons,  as defined by Regulation S.

On  October  23,  2001,  the Company extended the expiration date of outstanding
warrants  to  purchase  880,000 shares of Common Stock from December 22, 2002 to
December  22,  2004.

On  October 4, 2001, the Company issued 15,000 shares of restricted Common Stock
to Stephen A. Zrenda, Jr., P.C. for legal services in reliance upon Section 4(2)
of  the  Securities  Act  of  1933.

In  April  2002,  the  Company  converted loans totaling $745,000 into 1,412,071
shares of common stock in reliance upon Regulation S under the Securities Act of
1933.  As of June 30, 2002, these shares had not been issued.

On  March  27, 2002, the Company adopted and approved its 2002 Stock Option, SAR
and  Stock  Bonus  Consultant Plan covering 2,000,000 shares of its Common Stock
which  have  been  registered  under a Form S-8 registration statement.  A stock
bonus  of  70,000  shares  of Common Stock were issued under this Plan, of which
55,000  shares  were  subsequently  canceled.


<PAGE>
In  March  2002,  the  Company  authorized the issuance of 250,000 shares of its
restricted  Common  Stock  to Gustavo Gomez, a director and the President of the
Company,  as provided in his employment agreement, in reliance upon Regulation S
under  the  Securities  Act  of  1933.

In  April  2002,  the  Company  authorized  the  issuance  of  53,200  shares of
restricted  Common  Stock  to  Jerry  Jennings  as  provided  in  his consultant
agreement,  issued  in  reliance  upon  Section 4(2) under the Securities Act of
1933.

In  June  2002,  the  Company  authorized  the  issuance  of  790,000  shares of
restricted  Common  Stock  for advertising services to Melanie Griffith (600,000
shares), Francisco Fortes (50,000 shares), and Javier Domingues Bandera (140,000
shares),  in reliance upon Section 4(2) of Regulation S under the Securities Act
of  1933.

Effective  June  10,  2002,  the  Company adopted and approved its 2002 Employee
Stock  Option,  SAR and Stock Bonus Plan covering 2,500,000 shares of its Common
Stock  that  have  been  registered under a Form S-8 registration statement.  No
stock  options,  SAR's  or  stock  bonuses  have  been  granted under this Plan.

Item  3.  Defaults  Upon  Senior  Securities

None

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

No  matter was submitted to a vote of the security holders of the Company during
the  three month period ended June 30, 2002, except a memorandum of action dated
June  10, 2002, was executed by a majority of the stockholders of the Company to
approve  the adoption of the Company's 2002 Employee Stock Option, SAR and Stock
Bonus  Plan.

Item  5.  Other  Information

During June 2002, the Company moved its principal executive offices from Malaga,
Spain,  to  C/Villanueva  16,  5th  Floor,  Madrid,  28001,  Spain.

In  August  2002, the Company appointed Gray & Northcutt, Inc. of Oklahoma City,
Oklahoma  as  its  independent  certified  public  accountants.

Item  6.  Exhibits  and  Reports  on  Form  8-K

(a)  EXHIBITS

       10.1   Equity  Line of Credit Agreement dated June 18, 2002, with Cornell
              Capital  Partners,  L.P.

       10.2   Registration  Rights  Agreement  dated June 18, 2002, with Cornell
              Capital  Partners,  L.P.

       10.3   Employment  Agreement  dated  March  16, 2002, with Gustavo Gomez.

       10.4   Lease  Agreement  dated  April  29,  2002 for executive offices in
              Madrid,  Spain.

       99.1   Certificate Pursuant

(b)  REPORTS  ON  FORM  8-K

A  Form 8-K was filed by the Company on June 14, 2002, regarding the termination
on  April  18,  2002  of  Moore Stephens, P.C., the independent certified public
accountants  and  auditors of ITS Networks Inc. for fiscal 2001 and fiscal 2002.


<PAGE>


                                   SIGNATURES

In  accordance  with the requirements of the Exchange Act, the registrant caused
this  report  to  be  signed  on  its  behalf by the undersigned, thereunto duly
authorized.

                                         ITS  NETWORKS  INC.

Date:  August  19,  2002                 By:/s/  Gustavo  Gomez
                                            ------------------------------------
                                            Gustavo  Gomez,
                                            President, Principal Financial
                                              Officer, and Principal Accounting
                                              Officer































<PAGE>
                                                                    EXHIBIT 10.1


                        EQUITY LINE OF CREDIT AGREEMENT
                        -------------------------------

     AGREEMENT  dated  as  of the ___ day of June 2002 (the "Agreement") between
CORNELL  CAPITAL PARTNERS, LP, a Delaware  limited partnership (the "Investor"),
and  ITS  NETWORKS  INC., a corporation organized and existing under the laws of
the  State  of  Florida  (the  "Company").

     WHEREAS,  the  parties  desire  that,  upon  the  terms  and subject to the
conditions  contained  herein, the Company shall issue and sell to the Investor,
from  time  to time as provided herein, and the Investor shall purchase from the
Company  up  to Ten Million ($10,000,000) Dollars of the Company's common stock,
par  value  $.001  per share (the "Common Stock"), for a total purchase price of
Ten  Million  ($10,000,000  U.S.)  Dollars;  and

     WHEREAS,  such  investments will be made in reliance upon the provisions of
Rule  506  of  Regulation  D  ("Regulation D") of the Securities Act of 1933, as
amended, and the regulations promulgated there under (the "Securities Act"), and
or  upon  such  other  exemption  from  the  registration  requirements  of  the
Securities Act as may be available with respect to any or all of the investments
to  be  made  hereunder.

     WHEREAS,  the  Company  has  engaged  Westrock Advisors, Inc. to act as the
Company's exclusive placement agent in connection with the sale of the Company's
Common  Stock  to  the  Investor  hereunder.

     NOW,  THEREFORE,  the  parties  hereto  agree  as  follows:

                                   ARTICLE I.
                              Certain Definitions

     Section  1.1.     "Advance" shall mean the portion of the Commitment Amount
requested  by  the  Company  in  the  Advance  Notice.

     Section  1.2.  "Advance  Date"  shall  mean  the  date  Butler  Gonzalez
LLP/Wachovia,  N.A.  Escrow Account is in receipt of the funds from the Investor
and  Butler  Gonzalez  LLP,  as the Investor's Counsel, is in possession of free
trading  shares from the Company and therefore an Advance by the Investor to the
Company  can be made and Butler Gonzalez LLP can release the free trading shares
to  the  Investor. No Advance Date shall be less than six (6) Trading Days after
an  Advance  Notice  Date.

     Section  1.3.  "Advance Notice" shall mean a written notice to the Investor
setting forth the Advance amount that the Company requests from the Investor and
the  Advance  Date.

     Section  1.4.  "Advance  Notice  Date"  shall  mean  each  date the Company
delivers  to  the  Investor  an Advance Notice requiring the Investor to advance
funds  to the Company, subject to the terms of this Agreement. No Advance Notice
Date  shall  be  less than seven (7) Trading Days after the prior Advance Notice
Date.

                                        1
<PAGE>
     Section 1.5. "Bid Price" shall mean, on any date, the closing bid price (as
reported  by  Bloomberg  L.P.) of the Common Stock on the Principal Market or if
the  Common  Stock is not traded on a Principal Market, the highest reported bid
price  for  the  Common  Stock,  as  furnished  by  the  National Association of
Securities  Dealers,  Inc.

     Section  1.6.  "Closing"  shall  mean one of the closings of a purchase and
sale  of  Common  Stock  pursuant  to  Section  2.3.

     Section  1.7.  "Commitment Amount" shall mean the aggregate amount of up to
Ten  Million Dollars ($10,000,000 U.S.) which the Investor has agreed to provide
to  the  Company in order to purchase the Company's Common Stock pursuant to the
terms  and  conditions  of  this  Agreement.

     Section  1.8.  "Commitment  Period" shall mean the period commencing on the
earlier  to  occur  of  (i) the Effective Date, or (ii) such earlier date as the
Company  and  the  Investor  may  mutually agree in writing, and expiring on the
earliest  to occur of (x) the date on which the Investor shall have made payment
of  Advances  pursuant  to this Agreement in the aggregate amount of Ten Million
Dollars  ($10,000,000  U.S.), (y) the date this Agreement is terminated pursuant
to  Section  2.5,  or  (z)  the date occurring twenty-four (24) months after the
Effective  Date.

     Section  1.9.  "Common  Stock"  shall  mean the Company's common stock, par
value  $.001  per  share.

     Section  1.10.  "Condition  Satisfaction  Date"  shall have the meaning set
forth  in  Section  7.2.

     Section  1.11.  "Damages"  shall  mean  any loss, claim, damage, liability,
costs  and  expenses  (including, without limitation, reasonable attorney's fees
and disbursements and costs and expenses of expert witnesses and investigation).

     Section  1.12.  "Effective Date" shall mean the date on which the SEC first
declares  effective  a  Registration  Statement  registering  the  resale of the
Registrable  Securities  as  set  forth  in  Section  7.2(a).

     Section  1.13. "Escrow Agreement" shall mean the escrow agreement among the
Company,  the Investor, the Investor's Counsel and Wachovia, N.A. dated the date
hereof.

     Section  1.14.  "Exchange  Act"  shall  mean the Securities Exchange Act of
1934,  as  amended,  and  the  rules  and  regulations  promulgated there under.

     Section  1.15.  "Material  Adverse  Effect"   shall  mean   any  condition,
circumstance, or situation that would prohibit or otherwise materially interfere
with the ability of the Company to enter into and perform any of its obligations
under  this  Agreement  or  the  Registration  Rights  Agreement in any material
respect.

     Section 1.16. "Market Price" shall mean the lowest closing Bid Price of the
Common  Stock  during  the  Pricing  Period.

                                        2
<PAGE>
     Section  1.17.  "Maximum  Advance Amount" shall be equal up to Four Hundred
Twenty  Five  Thousand  Dollars ($425,000), in the aggregate, in any thirty (30)
calendar  day period and specifically One Hundred Six Thousand Two Hundred Fifty
Dollars  ($106,250)  per  Advance  Notice.

     Section  1.18  "NASD"  shall  mean  the  National Association of Securities
Dealers,  Inc.

     Section  1.19  "Person"  shall  mean  an  individual,  a  corporation,  a
partnership,  an association, a trust or other entity or organization, including
a  government  or political subdivision or an agency or instrumentality thereof.

     Section  1.20  "Placement  Agent"  shall  mean  Westrock  Advisors,  Inc. a
registered  broker-dealer.

     Section  1.21  "Pricing Period" shall mean the five (5) consecutive Trading
Days  after  the  Advance  Notice  Date.

     Section  1.22 "Principal Market" shall mean the Nasdaq National Market, the
Nasdaq  SmallCap  Market,  the  New  York  Stock  Exchange,  the  American Stock
Exchange,  or  the  OTC  Bulletin  Board, whichever is at the time the principal
trading  exchange  or  market  for  the  Common  Stock.

     Section  1.23 "Purchase Price" shall be set at ninety five percent (95%) of
the  Market  Price  during  the  Pricing  Period.

     Section 1.24 "Registrable Securities" shall mean the shares of Common Stock
(i)  in  respect  of  which  the  Registration  Statement  has not been declared
effective  by the SEC, (ii) which have not been sold under circumstances meeting
all  of  the applicable conditions of Rule 144 (or any similar provision then in
force)  under  the  Securities  Act  ("Rule  144")  or (iii) which have not been
otherwise  transferred to a holder who may trade such shares without restriction
under  the  Securities  Act,  and the Company has delivered a new certificate or
other  evidence  of  ownership  for  such  securities  not bearing a restrictive
legend.

     Section  1.25  "Registration  Rights Agreement" shall mean the Registration
Rights Agreement dated the date hereof, regarding the filing of the Registration
Statement for the resale of the Registrable Securities, entered into between the
Company  and  the  Investor.

     Section  1.26  "Registration Statement" shall mean a registration statement
on  Form  S-1  or  SB-2  (if  use  of such form is then available to the Company
pursuant  to the rules of the SEC and, if not, on such other form promulgated by
the  SEC  for which the Company then qualifies and which counsel for the Company
shall  deem appropriate, and which form shall be available for the resale of the
Registrable  Securities  to  be  registered  thereunder  in  accordance with the
provisions  of  this  Agreement  and  the  Registration Rights Agreement, and in
accordance with the intended method of distribution of such securities), for the
registration  of  the resale by the Investor of the Registrable Securities under
the  Securities  Act.

     Section  1.27  "Regulation  D"  shall  have  the  meaning  set forth in the
recitals  of  this  Agreement.

                                        3
<PAGE>
     Section  1.28  "SEC"  shall  mean the United States Securities and Exchange
Commission.

     Section  1.29  "Securities  Act"  shall  have  the meaning set forth in the
recitals  of  this  Agreement.

     Section  1.30  "SEC  Documents"  shall  mean Annual Reports on Form 10-KSB,
Quarterly  Reports  on  Form  10-QSB,  Current  Reports  on  Form  8-K and Proxy
Statements  of  the  Company  as  supplemented  to the date hereof, filed by the
Company  for  a  period of at least twelve (12) months immediately preceding the
date  hereof  or  the  Advance  Date, as the case may be, until such time as the
Company  no  longer  has  an  obligation  to  maintain  the  effectiveness  of a
Registration  Statement  as  set  forth  in  the  Registration Rights Agreement.

     Section 1.31     "Trading Day" shall mean any day during which the New York
Stock  Exchange  shall  be  open  for  business.

                                   ARTICLE II.
                                    Advances

     Section  2.1.  Investments.

          (a)  Advances.   Upon  the  terms  and  conditions  set  forth  herein
(including,  without  limitation,  the provisions of Article VII hereof), on any
Advance  Notice  Date  the Company may request an Advance by the Investor by the
delivery  of  an  Advance Notice.  The number of shares of Common Stock that the
Investor  shall  receive  for  each  Advance shall be determined by dividing the
amount  of  the  Advance  by  the Purchase Price.  No fractional shares shall be
issued.  Fractional  shares  shall be rounded to the next higher whole number of
shares.  The aggregate maximum amount of all Advances that the Investor shall be
obligated  to  make under this Agreement shall not exceed the Commitment Amount.

          (b)  Notwithstanding  the foregoing the Company shall only be entitled
to  an  Advance  if  the  Company's  Common Stock has an active bid at all times
during  the  Pricing  Period.

          (c)  The Company acknowledges that the Investor may sell the Company's
Common  Stock  purchased  pursuant to an Advance Notice during the corresponding
Pricing  Period.

     Section  2.2.     Mechanics.

          (a)  Advance  Notice.  At  any  time during the Commitment Period, the
Company may deliver an Advance Notice to the Investor, subject to the conditions
set  forth in Section 7.2; provided, however, unless waived by the Investor, the
amount  for  each Advance as designated by the Company in the applicable Advance
Notice,  as well as the aggregate amount of multiple Advances in any thirty (30)
calendar  day  period, shall not be more than the Maximum Advance Amount.    The
aggregate amount of the Advances pursuant to this Agreement shall not exceed the
Commitment  Amount,  unless  otherwise  agreed by the Investor in the Investor's
sole  and  absolute  discretion.  The Company acknowledges that the Investor may
sell  shares  of  the  Company's  Common  Stock  corresponding with a particular

                                        4
<PAGE>
Advance Notice on the day the Advance Notice is received by the Investor.  There
will  be  a minimum of seven (7)  Trading Days between each Advance Notice Date.

          (b)  Date  of  Delivery  of Advance Notice. An Advance Notice shall be
deemed delivered on (i) the Trading Day it is received by facsimile or otherwise
by  the Investor if such notice is received prior to 12:00 noon Eastern Time, or
(ii)  the  immediately  succeeding Trading Day if it is received by facsimile or
otherwise after 12:00 noon Eastern Time on a Trading Day or at any time on a day
which  is not a Trading Day. No Advance Notice may be deemed delivered, on a day
that  is  not  a  Trading  Day.

          (c)  Pre-Closing  Share Credit. Within two (2) business days after the
Advance  Notice  Date,  the  Company shall credit shares of the Company's Common
Stock  to  the  Investor's  balance  account  with  The Depository Trust Company
through  its  Deposit  Withdrawal At Custodian system, in an amount equal to the
amount  of  the  requested  Advance  divided  by  the  closing  Bid Price of the
Company's Common Stock as of the Advance Notice Date multiplied by one point one
(1.1).  Any  adjustments to the number of shares to be delivered to the Investor
at  the  Closing  as  a  result  of fluctuations in the closing Bid Price of the
Company's  Common Stock shall be made as of the date of the Closing.  Any excess
shares  shall  be credited to the next Advance.  In no event shall the number of
shares  issuable  to  the  Investor  pursuant to an Advance exceed nine and 9/10
percent  (9.9%)  of  the  then  outstanding  Common  Stock  of  the  Company.

          (d)  Hardship.  In  the  event the Investor sells the Company's Common
Stock  pursuant  to  subsection  (c)  above and the Company fails to perform its
obligations  as  mandated  in Section 2.5 and 2.2 (c), and specifically fails to
provide the Investor with the shares of Common Stock for the applicable Advance,
the  Company  acknowledges that the Investor shall suffer financial hardship and
therefore  shall  be  liable  for  any  and  all  losses,  commissions, fees, or
financial  hardship  caused  to  the  Investor.

     Section  2.3.     Closings.  On  each  Advance Date, which shall be six (6)
Trading  Days after an Advance Notice Date, (i) the Company shall deliver to the
Investor's  Counsel,  as defined pursuant to the Escrow Agreement, shares of the
Company's  Common  Stock, representing the amount of the Advance by the Investor
pursuant  to  Section  2.1  herein, registered in the name of the Investor which
shall  be  delivered to the Investor, or otherwise in accordance with the Escrow
Agreement  and  (ii)  the  Investor shall deliver to Wachovia, N.A. (the "Escrow
Agent")  the  amount  of  the  Advance  specified  in the Advance Notice by wire
transfer of immediately available funds which shall be delivered to the Company,
or  otherwise in accordance with the Escrow Agreement.  In addition, on or prior
to  the  Advance Date, each of the Company and the Investor shall deliver to the
other  through  the  Investor's  Counsel all documents, instruments and writings
required  to  be delivered or reasonably requested by either of them pursuant to
this  Agreement  in  order to implement and effect the transactions contemplated
herein.  Payment  of  funds  to the Company and delivery of the Company's Common
Stock  to  the  Investor shall occur in accordance with the conditions set forth
above  and  those  contained in the Escrow Agreement; provided, however, that to
the extent the Company has not paid the fees, expenses, and disbursements of the
Investor  or  its Investor's counsel in accordance with Section 12.4, the amount
of  such  fees, expenses, and disbursements may be deducted by the Investor (and
shall  be  paid  to  the  relevant party) from the amount of the Advance with no
reduction  in the amount of shares of the Company's Common Stock to be delivered
on  such  Advance  Date.

                                        5
<PAGE>
     Section  2.4.  Termination of Investment. The obligation of the Investor to
make  an  Advance  to  the  Company  pursuant  to this Agreement shall terminate
permanently  (including  with  respect  to  an  Advance  Date  that  has not yet
occurred)  in  the event that (i) there shall occur any stop order or suspension
of  the  effectiveness  of  the Registration Statement for an aggregate of fifty
(50)  Trading  Days,  other  than  due  to  the acts of the Investor, during the
Commitment  Period,  and  (ii)  the Company shall at any time fail materially to
comply  with the requirements of Article VI and such failure is not cured within
thirty  (30)  days  after receipt of written notice from the Investor, provided,
however,  that  this  termination  provision  shall  not  apply  to  any  period
commencing  upon  the  filing of a post-effective amendment to such Registration
Statement  and  ending  upon  the date on which such post effective amendment is
declared  effective  by  the  SEC

     Section  2.5.   Agreement  to  Advance  Funds.

          (a) The Investor agrees to advance the amount specified in the Advance
Notice  to  the Company after the completion of each of the following conditions
and  the  other  conditions  set  forth  in  this  Agreement:

               (i)  the execution and delivery by the Company, and the Investor,
of this  Agreement,  and  the  Exhibits  hereto;

               (ii)  Investor's Counsel shall have received the shares of Common
Stock  applicable  to  the  Advance  in  accordance  with Section 2.2(c) hereof;

               (iii)  the  Company's  Registration Statement with respect to the
resale  of  the  Registrable  Securities  in  accordance  with  the terms of the
Registration  Rights  Agreement  shall  have been declared effective by the SEC;

               (iv)  the  Company  shall  have obtained all material permits and
qualifications  required  by  any applicable state for the offer and sale of the
Registrable Securities, or shall have the availability of exemptions there from.
The  sale  and issuance of the Registrable Securities shall be legally permitted
by  all  laws  and  regulations  to  which  the  Company  is  subject;

               (v)  the Company shall have filed with the Commission in a timely
manner  all  reports,  notices  and  other  documents  required  of a "reporting
company"  under  the  Exchange  Act  and  applicable  Commission  regulations;

               (vi)  the fees as set forth in Section 12.4 below shall have been
paid  or  can be  withheld  as  provided  in  Section  2.3;  and

               (vii)  the  conditions  set  forth in Section 7.2 shall have been
satisfied.

               (viii)  The  Company  shall  have  provided  to  the  Investor an
acknowledgement,  to  the  satisfaction  of  the  Investor,  from  the Company's
accountants  as  to the accountant's ability to provide all consents required in
order  to  file  a  registration  statement in connection with this transaction;

               (xi)  The  Company's  transfer  agent  shall  be  DWAC  eligible.

                                        6
<PAGE>
     Section  2.6.     Lock  Up  Period.

               (i)  The  Company  shall  not,  without  the prior consent of the
Investor,  issue  or  sell  (i)  any Common Stock without consideration or for a
consideration  per share less than the Bid Price on the date of issuance or (ii)
issue  or  sell any warrant, option, right, contract, call, or other security or
instrument granting the holder thereof the right to acquire Common Stock without
consideration  or  for  a consideration per share less than the Bid Price on the
date  of  issuance, except for the Company's 2002 Employee Stock Option, SAR and
Stock  Bonus  Plan

               (ii)  On  the  date  hereof,  the  Company shall obtain from each
officer  and director a lock-up agreement, as defined below, in the form annexed
hereto  as  Schedule  2.6(b) agreeing to only sell in compliance with the volume
limitation  of  Rule  144.

                                  ARTICLE III.
                   Representations and Warranties of Investor

     Investor  hereby  represents  and warrants to, and agrees with, the Company
that  the  following  are  true and as of the date hereof and as of each Advance
Date:

     Section  3.1.     Organization  and  Authorization.  The Investor is a duly
organized   and  validly  existing   limited   partnership  in   Delaware,   the
jurisdiction  of  its incorporation or organization, and has all requisite power
and  authority  to  purchase  and  hold  the securities issuable hereunder.  The
decision  to  invest  and  the  execution and delivery of this Agreement by such
Investor,  the performance by such Investor of its obligations hereunder and the
consummation  by such Investor of the transactions contemplated hereby have been
duly  authorized  and requires no other proceedings on the part of the Investor.
The  undersigned  has the right, power and authority to execute and deliver this
Agreement  and  all  other  instruments  (including,  without  limitations,  the
Registration  Rights  Agreement), on behalf of the Investor.  This Agreement has
been duly executed and delivered by the Investor and, assuming the execution and
delivery  hereof  and  acceptance  thereof  by  the Company, will constitute the
legal,  valid  and  binding obligations of the Investor, enforceable against the
Investor  in  accordance  with  its  terms.

     Section  3.2.  Evaluation  of  Risks.  The  Investor has such knowledge and
experience in financial, tax and business matters as to be capable of evaluating
the  merits  and  risks  of,  and  bearing  the  economic  risks entailed by, an
investment  in  the  Company  and of protecting its interests in connection with
this  transaction.  It  recognizes that its investment in the Company involves a
high  degree  of  risk  of  loss.

     Section  3.3.  No  Legal Advice From the Company. The Investor acknowledges
that  it  had  the  opportunity  to  review  this Agreement and the transactions
contemplated by this Agreement with its own legal counsel and investment and tax
advisors. The Investor is relying solely on such counsel and advisors and not on
any  statements  or representations of the Company or any of its representatives
or  agents  for legal, tax or investment advice with respect to this investment,
the  transactions  contemplated  by this Agreement or the securities laws of any
jurisdiction.

                                        7
<PAGE>
     Section  3.4. Investment Purpose. The securities are being purchased by the
Investor  for  its  own  account,  for  investment  and  without any view to the
distribution, assignment or resale to others or fractionalization in whole or in
part.  The  Investor  agrees not to assign or in any way transfer the Investor's
rights  to  the  securities  or  any  interest therein and acknowledges that the
Company  will  not  recognize  any  purported  assignment  or transfer except in
accordance  with  applicable  Federal and state securities laws. No other person
has or will have a direct or indirect beneficial interest in the securities. The
Investor  agrees  not  to sell, hypothecate or otherwise transfer the Investor's
securities  unless  the  securities  are registered under Federal and applicable
state  securities  laws or unless, in the opinion of counsel satisfactory to the
Company,  an  exemption  from  such  laws  is  available.

     Section  3.5.  Accredited Investor. Investor is an "Accredited Investor" as
that  term  is  defined in Rule 501(a)(3) of Regulation D of the Securities Act.

     Section  3.6. Information. The Investor and its advisors (and its counsel),
if  any,  have  been  furnished  with  all  materials  relating to the business,
finances  and  operations  of  the Company and information it deemed material to
making  an  informed investment decision. The Investor and its advisors, if any,
have  been  afforded  the  opportunity  to  ask questions of the Company and its
management.  Neither  such  inquiries nor any other due diligence investigations
conducted by such Investor or its advisors, if any, or its representatives shall
modify,  amend  or  affect  the  Investor's  right  to  rely  on  the  Company's
representations  and  warranties  contained  in  this  Agreement.  The  Investor
understands  that its investment involves a high degree of risk. The Investor is
in  a  position  regarding  the  Company,  which,  based upon employment, family
relationship  or economic bargaining power, enabled and enables such Investor to
obtain information from the Company in order to evaluate the merits and risks of
this  investment. The Investor has sought such accounting, legal and tax advice,
as  it  has  considered  necessary  to make an informed investment decision with
respect  to  this  transaction.

     Section  3.7.  Receipt  of  Documents.  The  Investor  and its counsel have
received and read in their entirety: (i) this Agreement and the Exhibits annexed
hereto;  (ii)  all  due  diligence and other information necessary to verify the
accuracy  and  completeness  of  such representations, warranties and covenants;
(iii) the Company's Form 10-KSB for the year ended year ended September 30, 2001
and  Form 10-QSB for the periods ended December 31, 2001 and March 31, 2002; and
(iv) answers to all questions the Investor submitted to the Company regarding an
investment  in  the Company; and has relied on the information contained therein
and  has  not  been  furnished  any  other  documents, literature, memorandum or
prospectus.

     Section  3.8.  Registration  Rights  Agreement  and  Escrow  Agreement. The
parties  have  entered  into  a  Registration  Rights  Agreement  and the Escrow
Agreement,  each  dated  the  date  hereof.

     Section  3.9.  No General Solicitation. Neither the Company, nor any of its
affiliates,  nor  any  person  acting on its or their behalf, has engaged in any
form  of  general  solicitation  or  general  advertising (within the meaning of
Regulation  D  under the Securities Act) in connection with the offer or sale of
the  shares  of  Common  Stock  offered  hereby.

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<PAGE>
     Section  3.10.  Investor  Not an Affiliate. The Investor is not an officer,
director  or  a  person  that  directly,  or  indirectly  through  one  or  more
intermediaries,  controls  or  is controlled by, or is under common control with
the  Company  or any "Affiliate" of the Company (as that term is defined in Rule
405  of the Securities Act). Neither the Investor nor its Affiliates has an open
short  position in the Common Stock of the Company, and the Investor agrees that
it  will  not, and that it will cause its Affiliates not to, engage in any short
sales of or hedging transactions with respect to the Common Stock, provided that
the  Company  acknowledges and agrees that upon receipt of an Advance Notice the
Investor  will  sell  the  Shares  to  be issued to the Investor pursuant to the
Advance  Notice,  even  if  the  Shares have not been delivered to the Investor.

                                  ARTICLE IV.
                  Representations and Warranties of the Company

     Except  as  stated below, on the disclosure schedules attached hereto or in
the  SEC  Documents  (as  defined  herein),  the  Company  hereby represents and
warrants  to,  and  covenants with, the Investor that the following are true and
correct  as  of  the  date  hereof:

     Section  4.1.     Organization  and  Qualification.  The  Company  is  duly
incorporated  and validly existing in good standing in Florida, the jurisdiction
of  its  incorporation,  and  has  all  requisite  corporate power and authority
corporate  power to own its properties and to carry on its business as now being
conducted.  Each  of  the  Company  and  its subsidiaries is duly qualified as a
foreign  corporation  to do business and within ten (10) days of the date hereof
will  be  in  good  standing  in  every  jurisdiction in which the nature of the
business  conducted  by  it  makes  such  qualification necessary, except to the
extent that the failure to be so qualified or be in good standing would not have
a  Material Adverse Effect on the Company and its subsidiaries taken as a whole.

     Section 4.2. Authorization, Enforcement, Compliance with Other Instruments.
(i)  The  Company  has the requisite corporate power and authority to enter into
and  perform  this  Agreement, the Registration Rights Agreement and any related
agreements,  in accordance with the terms hereof and thereof, (ii) the execution
and  delivery  of  this Agreement, the Registration Rights Agreement, the Escrow
Agreement  and  any related agreements by the Company and the consummation by it
of  the  transactions contemplated hereby and thereby, have been duly authorized
by  the  Company's Board of Directors and no further consent or authorization is
required  by the Company, its Board of Directors or its stockholders, (iii) this
Agreement,  the  Registration  Rights  Agreement,  the  Escrow Agreement and any
related  agreements  have  been duly executed and delivered by the Company, (iv)
this  Agreement,  the  Registration  Rights  Agreement, the Escrow Agreement and
assuming  the  execution and delivery thereof and acceptance by the Investor and
any  related  agreements  constitute  the  valid  and binding obligations of the
Company  enforceable  against the Company in accordance with their terms, except
as  such  enforceability  may  be  limited  by  general  principles of equity or
applicable  bankruptcy,  insolvency,  reorganization, moratorium, liquidation or
similar  laws relating to, or affecting generally, the enforcement of creditors'
rights  and  remedies.

     Section  4.3. Capitalization. As of the date hereof, the authorized capital
stock  of  the  Company consists of 50,000,000 shares of Common Stock, par value
$.001  per  share  and  5,000,000  shares of Preferred Stock of which 23,996,236
shares of Common Stock and no shares of Preferred Stock are presently issued and

                                        9
<PAGE>
outstanding.  All  of  such  outstanding shares have been validly issued and are
fully  paid  and non-assessable.  Except  as  disclosed in the SEC Documents (as
defined  in  Section  4.5  hereof),  no  shares  of  Common Stock are subject to
preemptive  rights  or  any  other  similar  rights or any liens or encumbrances
suffered  or permitted by the Company. Except as disclosed in the SEC Documents,
as  of  the  date hereof, (i) there are no outstanding options, warrants, scrip,
rights  to  subscribe  to,  calls  or  commitments  of  any character whatsoever
relating  to,  or  securities  or rights convertible into, any shares of capital
stock  of  the  Company  or  any of its subsidiaries, or contracts, commitments,
understandings  or  arrangements by which the Company or any of its subsidiaries
is  or  may  become  bound  to  issue  additional shares of capital stock of the
Company  or  any  of  its  subsidiaries  or  options, warrants, scrip, rights to
subscribe  to,  calls or commitments of any character whatsoever relating to, or
securities  or  rights  convertible  into,  any  shares  of capital stock of the
Company  or  any  of  its  subsidiaries,  (ii)  there  are  no  outstanding debt
securities  and  (iii)  there  are no agreements or arrangements under which the
Company  or  any of its subsidiaries is obligated to register the sale of any of
their  securities  under the Securities Act (except pursuant to the Registration
Rights  Agreement).   There   are  no  securities   or   instruments  containing
anti-dilution  or similar provisions that will be triggered by this Agreement or
any  related  agreement or the consummation of the transactions described herein
or therein. The Company has furnished to the Investor true and correct copies of
the  Company's  Certificate of Incorporation, as amended and as in effect on the
date  hereof (the "Certificate of Incorporation"), and the Company's By-laws, as
in  effect  on  the date hereof (the "By-laws"), and the terms of all securities
convertible  into or exercisable for Common Stock and the material rights of the
holders  thereof  in  respect  thereto.

     Section  4.4.  No Conflict. The execution, delivery and performance of this
Agreement by the Company and the consummation by the Company of the transactions
contemplated  hereby  will  not  (i) result in a violation of the Certificate of
Incorporation,  any  certificate  of  designations  of any outstanding series of
preferred  stock of the Company or By-laws or (ii) conflict with or constitute a
default  (or  an event which with notice or lapse of time or both would become a
default)  under,  or  give  to  others  any  rights  of  termination, amendment,
acceleration or cancellation of, any agreement, indenture or instrument to which
the  Company  or any of its subsidiaries is a party, or result in a violation of
any  law,  rule,  regulation,  order,  judgment or decree (including federal and
state  securities  laws  and  regulations  and  the rules and regulations of the
Principal  Market on which the Common Stock is quoted) applicable to the Company
or  any  of  its  subsidiaries or by which any material property or asset of the
Company  or any of its subsidiaries is bound or affected and which would cause a
Material  Adverse  Effect. Except as disclosed in the SEC Documents, neither the
Company  nor its subsidiaries is in violation of any term of or in default under
its  Certificate  of Incorporation or By-laws or their organizational charter or
by-laws,  respectively,  or   any   material   contract,   agreement,  mortgage,
indebtedness,  indenture,  instrument, judgment, decree or order or any statute,
rule  or  regulation applicable to the Company or its subsidiaries. The business
of  the  Company and its subsidiaries is not being conducted in violation of any
material  law,  ordinance,  regulation  of  any  governmental  entity. Except as
specifically contemplated by this Agreement and as required under the Securities
Act  and  any  applicable  state securities laws, the Company is not required to
obtain  any  consent,  authorization  or  order  of,  or   make  any  filing  or
registration  with, any court or governmental agency in order for it to execute,
deliver  or  perform  any  of  its  obligations  under  or  contemplated by this
Agreement  or  the  Registration  Rights  Agreement in accordance with the terms
hereof  or  thereof.    All  consents,   authorizations,   orders,  filings  and

                                       10
<PAGE>
registrations  which the Company is required to obtain pursuant to the preceding
sentence  have  been  obtained  or  effected on or prior to the date hereof. The
Company and its subsidiaries are unaware of any fact or circumstance which might
give  rise  to  any  of  the  foregoing.

     Section 4.5. SEC Documents; Financial Statements. Since September 30, 2001,
the  Company  has  filed  all  reports,  schedules,  forms, statements and other
documents required to be filed by it with the SEC under of the Exchange Act. The
Company  has delivered to the Investor or its representatives, or made available
through the SEC's website at http://www.sec.gov, true and complete copies of the
SEC  Documents.  As  of  their respective dates, the financial statements of the
Company  disclosed in the SEC Documents (the "Financial Statements") complied as
to form in all material respects with applicable accounting requirements and the
published  rules and regulations of the SEC with respect thereto. Such financial
statements  have  been prepared in accordance with generally accepted accounting
principles, consistently applied, during the periods involved (except (i) as may
be  otherwise  indicated  in  such financial statements or the notes thereto, or
(ii) in the case of unaudited interim statements, to the extent they may exclude
footnotes  or may be condensed or summary statements) and, fairly present in all
material  respects the financial position of the Company as of the dates thereof
and  the  results  of  its  operations and cash flows for the periods then ended
(subject,  in  the  case  of  unaudited  statements,  to  normal  year-end audit
adjustments).  No  other  information provided by or on behalf of the Company to
the  Investor  which  is  not  included in the SEC Documents contains any untrue
statement  of  a  material fact or omits to state any material fact necessary in
order  to  make  the statements therein, in the light of the circumstances under
which  they  were  made,  not  misleading.

     Section  4.6.  SEC  Rule 10b-5. The SEC Documents do not include any untrue
statements  of  material  fact,  nor  do  they  omit  to state any material fact
required to be stated therein necessary to make the statements made, in light of
the  circumstances  under  which  they  were  made,  not  misleading.

     Section  4.7.  No  Default.  Except  as disclosed in Section 4.4 or the SEC
Documents, the Company is not in default in the performance or observance of any
material  obligation,  agreement,  covenant   or  condition   contained  in  any
indenture,  mortgage, deed of trust or other material instrument or agreement to
which  it  is a party or by which it is or its property is bound and neither the
execution,  nor  the delivery by the Company, nor the performance by the Company
of  its  obligations  under this Agreement or any of the exhibits or attachments
hereto  will  conflict  with  or result in the breach or violation of any of the
terms  or  provisions  of,  or constitute a default or result in the creation or
imposition  of  any  lien  or  charge on any assets or properties of the Company
under  its  Certificate  of  Incorporation,  By-Laws,  any  material  indenture,
mortgage, deed of trust or other material agreement applicable to the Company or
instrument  to  which  the  Company  is  a party or by which it is bound, or any
statute,  or  any  decree,  judgment, order, rules or regulation of any court or
governmental  agency  or  body  having  jurisdiction  over  the  Company  or its
properties,  in  each  case  which  default, lien or charge is likely to cause a
Material  Adverse  Effect  on  the  Company's  business  or financial condition.

     Section  4.8. Absence of Events of Default. Except for matters described in
the  SEC Documents and/or this Agreement, no Event of Default, as defined in the
respective  agreement  to which the Company is a party, and no event which, with

                                       11
<PAGE>
the  giving  of  notice or the passage of time or both, would become an Event of
Default  (as  so  defined),  has  occurred and is continuing, which would have a
Material  Adverse  Effect  on  the  Company's  business,  properties, prospects,
financial  condition  or  results  of  operations.

     Section 4.9. Intellectual Property Rights. The Company and its subsidiaries
own or possess adequate rights or licenses to use all material trademarks, trade
names, service marks, service mark registrations, service names, patents, patent
rights,    copyrights,    inventions,    licenses,    approvals,    governmental
authorizations,  trade  secrets and rights necessary to conduct their respective
businesses  as  now  conducted. The Company and its subsidiaries do not have any
knowledge  of  any infringement by the Company or its subsidiaries of trademark,
trade  name  rights,  patents,  patent rights, copyrights, inventions, licenses,
service  names, service marks, service mark registrations, trade secret or other
similar  rights  of  others,  and,  to the knowledge of the Company, there is no
claim,  action  or proceeding being made or brought against, or to the Company's
knowledge,  being  threatened against, the Company or its subsidiaries regarding
trademark,  trade  name,  patents, patent rights, invention, copyright, license,
service  names, service marks, service mark registrations, trade secret or other
infringement;  and  the Company and its subsidiaries are unaware of any facts or
circumstances  which  might  give  rise  to  any  of  the  foregoing.

     Section  4.10.  Employee  Relations.  Neither  the  Company  nor any of its
subsidiaries  is  involved  in  any  labor  dispute nor, to the knowledge of the
Company  or any of its subsidiaries, is any such dispute threatened. None of the
Company's  or its subsidiaries' employees is a member of a union and the Company
and its subsidiaries believe that their relations with their employees are good.

     Section  4.11. Environmental Laws. The Company and its subsidiaries are (i)
in  compliance  with any and all applicable material foreign, federal, state and
local  laws  and  regulations  relating  to  the  protection of human health and
safety,  the  environment or hazardous or toxic substances or wastes, pollutants
or contaminants ("Environmental Laws"), (ii) have received all permits, licenses
or  other  approvals  required  of  them  under applicable Environmental Laws to
conduct  their  respective businesses and (iii) are in compliance with all terms
and  conditions  of  any  such  permit,  license  or  approval.

     Section  4.12. Title. Except as set forth in the SEC Documents, the Company
has good and marketable title to its properties and material assets owned by it,
free  and  clear  of  any pledge, lien, security interest, encumbrance, claim or
equitable  interest  other  than such as are not material to the business of the
Company.  Any  real  property and facilities held under lease by the Company and
its subsidiaries are held by them under valid, subsisting and enforceable leases
with  such exceptions as are not material and do not interfere with the use made
and  proposed  to  be made of such property and buildings by the Company and its
subsidiaries.

     Section  4.13.  Insurance.  The  Company  and  each of its subsidiaries are
insured  by  insurers of recognized financial responsibility against such losses
and  risks  and  in  such  amounts  as  management of the Company believes to be
prudent  and  customary  in  the  businesses  in  which  the  Company  and  its
subsidiaries  are  engaged. Neither the Company nor any such subsidiary has been
refused any insurance coverage sought or applied for and neither the Company nor

                                       12
<PAGE>
any  such subsidiary has any reason to believe that it will not be able to renew
its  existing  insurance coverage as and when such coverage expires or to obtain
similar  coverage  from  similar  insurers  as  may be necessary to continue its
business at a cost that would not materially and adversely affect the condition,
financial  or  otherwise, or the earnings, business or operations of the Company
and  its  subsidiaries,  taken  as  a  whole.

     Section  4.14. Regulatory Permits. The Company and its subsidiaries possess
all  material certificates, authorizations and permits issued by the appropriate
federal,  state  or  foreign  regulatory  authorities necessary to conduct their
respective  businesses,  and  neither  the  Company  nor any such subsidiary has
received any notice of proceedings relating to the revocation or modification of
any  such  certificate,  authorization  or  permit.

     Section  4.15.  Internal  Accounting  Controls. The Company and each of its
subsidiaries  maintain  a  system  of internal accounting controls sufficient to
provide  reasonable  assurance  that (i) transactions are executed in accordance
with  management's  general  or  specific  authorizations, (ii) transactions are
recorded  as  necessary  to  permit  preparation  of  financial   statements  in
conformity  with  generally accepted accounting principles and to maintain asset
accountability,  (iii)  access  to  assets  is permitted only in accordance with
management's   general  or   specific  authorization   and  (iv)   the  recorded
accountability  for  assets  is  compared with the existing assets at reasonable
intervals  and  appropriate  action  is  taken  with respect to any differences.

     Section 4.16. No Material Adverse Breaches, etc. Except as set forth in the
SEC Documents, neither the Company nor any of its subsidiaries is subject to any
charter,  corporate  or other legal restriction, or any judgment, decree, order,
rule  or  regulation  which  in the judgment of the Company's officers has or is
expected  in  the  future  to  have  a  Material Adverse Effect on the business,
properties,  operations, financial condition, results of operations or prospects
of  the  Company  or its subsidiaries. Except as set forth in the SEC Documents,
neither  the Company nor any of its subsidiaries is in breach of any contract or
agreement  which  breach,  in  the judgment of the Company's officers, has or is
expected  to  have  a  Material  Adverse  Effect  on  the  business, properties,
operations,  financial  condition,  results  of  operations  or prospects of the
Company  or  its  subsidiaries.

     Section  4.17.  Absence  of  Litigation.  Except  as  set  forth in the SEC
Documents and the due diligence questionnaire provided to the Investor, there is
no  action,  suit,  proceeding, inquiry or investigation before or by any court,
public  board,  government  agency, self-regulatory organization or body pending
against  or  affecting  the  Company,  the  Common Stock or any of the Company's
subsidiaries,  wherein an unfavorable decision, ruling or finding would (i) have
a Material Adverse Effect on the transactions contemplated hereby (ii) adversely
affect  the  validity  or  enforceability of, or the authority or ability of the
Company to perform its obligations under, this Agreement or any of the documents
contemplated  herein,  or  (iii)  except  as  expressly  disclosed  in  the  SEC
Documents,  have  a  Material  Adverse  Effect  on   the  business,  operations,
properties,  financial  condition or results of operation of the Company and its
subsidiaries  taken  as  a  whole.

     Section  4.18.  Subsidiaries. Except as disclosed in the SEC Documents, the
Company  does not presently own or control, directly or indirectly, any interest
in  any  other  corporation,  partnership, association or other business entity.

                                       13
<PAGE>
     Section 4.19. Tax Status. The Company and each of its subsidiaries has made
or  filed  all  federal  and state income and all other tax returns, reports and
declarations required by any jurisdiction to which it is subject and (unless and
only  to  the extent that the Company and each of its subsidiaries has set aside
on  its  books  provisions reasonably adequate for the payment of all unpaid and
unreported  taxes)  has  paid  all  taxes and other governmental assessments and
charges  that  are  material  in  amount,  shown or determined to be due on such
returns,  reports  and  declarations, except those being contested in good faith
and  has set aside on its books provision reasonably adequate for the payment of
all  taxes  for periods subsequent to the periods to which such returns, reports
or  declarations apply. There are no unpaid taxes in any material amount claimed
to  be  due by the taxing authority of any jurisdiction, and the officers of the
Company  know  of  no  basis  for  any  such  claim.

     Section  4.20.  Certain  Transactions.  Except  as  set  forth  in  the SEC
Documents,  none  of  the  officers,  directors,  or employees of the Company is
presently  a  party to any transaction with the Company (other than for services
as  employees,  officers  and  directors),  including any contract, agreement or
other  arrangement  providing for the furnishing of services to or by, providing
for  rental  of  real  or  personal  property to or from, or otherwise requiring
payments  to or from any officer, director or such employee or, to the knowledge
of the Company, any corporation, partnership, trust or other entity in which any
officer,  director,  or  any  such  employee has a substantial interest or is an
officer,  director,  trustee  or  partner.

     Section  4.21. Fees and Rights of First Refusal. Except as set forth in the
SEC  Documents,  the  Company  is  not obligated to offer the securities offered
hereunder  on  a  right of first refusal basis or otherwise to any third parties
including,  but  not  limited to, current or former shareholders of the Company,
underwriters,  brokers,  agents  or  other  third  parties.

     Section 4.22. Use of Proceeds. The Company represents that the net proceeds
from  this  offering will be used for general corporate purposes. However, in no
event  shall  the net proceeds from this offering be used by the Company for the
payment (or loaned to any such person for the payment) of any judgment, or other
liability,  incurred  by any executive officer, officer, director or employee of
the Company, except for any liability owed to such person for services rendered,
or  if  any  judgment  or other liability is incurred by such person originating
from  services  rendered  to  the  Company,  or the Company has indemnified such
person  from  liability.

     Section  4.23. Further Representation and Warranties of the Company. For so
long  as  any  securities  issuable  hereunder  held  by  the  Investor  remain
outstanding,  the  Company acknowledges, represents, warrants and agrees that it
will  maintain  the  listing  of  its  Common  Stock  on  the  Principal  Market

     Section  4.24. Opinion of Counsel. Investor shall receive an opinion letter
from  Stephen  A.  Zrenda,  Jr.,  P.C.,  counsel  to  the Company (updated where
applicable)  on  the  date  hereof.

     Section 4.25. Opinion of Counsel. The Company will obtain for the Investor,
at  the  Company's  expense,  any  and  all  opinions  of  counsel  which may be
reasonably  required  in order to sell the securities issuable hereunder without
restriction.

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<PAGE>
     Section 4.26. Dilution. The Company is aware and acknowledges that issuance
of  shares  of  the  Company's  Common  Stock  could  cause dilution to existing
shareholders  and  could significantly increase the outstanding number of shares
of  Common  Stock.

                                   ARTICLE V.
                                Indemnification

     The  Investor  and  the  Company  represent to the other the following with
respect  to  itself:

     Section  5.1.     Indemnification.

          (a)  In consideration of the Investor's execution and delivery of this
Agreement,  and in addition to all of the Company's other obligations under this
Agreement,  the  Company  shall defend, protect, indemnify and hold harmless the
Investor,  and  all  of  its  partners, employees and agents (including, without
limitation,  those  retained in connection with the transactions contemplated by
this  Agreement) (collectively, the "Investor Indemnitees") from and against any
and  all  actions,  causes  of  action, suits, claims, losses, costs, penalties,
fees,  liabilities  and  damages,  and  expenses  in  connection  therewith
(irrespective  of  whether any such Investor Indemnitee is a party to the action
for  which  indemnification  hereunder  is  sought),  and  including  reasonable
attorneys'  fees  and disbursements (the "Indemnified Liabilities"), incurred by
the  Investor  Indemnitees  or any of them as a result of, or arising out of, or
relating  to  (a)  any  misrepresentation  or  breach  of  any representation or
warranty  made  by  the  Company  in  this  Agreement or the Registration Rights
Agreement  or  any other certificate, instrument or document contemplated hereby
or  thereby,  (b)  any  breach  of  any covenant, agreement or obligation of the
Company  contained in this Agreement or the Registration Rights Agreement or any
other certificate, instrument or document contemplated hereby or thereby, or (c)
any  cause  of  action,  suit  or  claim  brought  or made against such Investor
Indemnitee  not arising out of any action or inaction of an Investor Indemnitee,
and  arising  out  of  or resulting from the execution, delivery, performance or
enforcement  of  this  Agreement  or any other instrument, document or agreement
executed pursuant hereto by any of the Investor Indemnitees.  To the extent that
the  foregoing  undertaking  by the Company may be unenforceable for any reason,
the  Company shall make the maximum contribution to the payment and satisfaction
of  each  of  the Indemnified Liabilities, which is permissible under applicable
law.

          (b)  In  consideration of the Company's execution and delivery of this
Agreement, and in addition to all of the Investor's other obligations under this
Agreement,  the  Investor shall defend, protect, indemnify and hold harmless the
Company  and  all of its officers, directors, shareholders, employees and agents
(including,   without  limitation,   those  retained   in  connection  with  the
transactions  contemplated  by  this  Agreement)   (collectively,  the  "Company
Indemnitees")  from  and against any and all Indemnified Liabilities incurred by
the  Company  Indemnitees  or  any of them as a result of, or arising out of, or
relating  to  (a)  any  misrepresentation  or  breach  of  any representation or
warranty  made  by  the  Investor  in  this  Agreement,  the Registration Rights
Agreement, or any instrument or document contemplated hereby or thereby executed
by  the Investor, (b) any breach of any covenant, agreement or obligation of the
Investor(s)  contained  in this Agreement,  the Registration Rights Agreement or
any  other  certificate,  instrument  or document contemplated hereby or thereby
executed  by  the Investor, or (c) any cause of action, suit or claim brought or
made  against  such  Company Indemnitee based on  misrepresentations or due to a

                                       15
<PAGE>
breach  by  the  Investor  and  arising  out of or resulting from the execution,
delivery,  performance or enforcement of this Agreement or any other instrument,
document  or  agreement  executed   pursuant  hereto  by  any  of   the  Company
Indemnitees.  To  the extent that the foregoing undertaking by the Investor  may
be  unenforceable  for  any   reason,  the   Investor  shall  make  the  maximum
contribution  to  the  payment  and  satisfaction  of  each  of  the Indemnified
Liabilities,  which  is  permissible  under  applicable  law.

                                  ARTICLE VI.
                            Covenants of the Company

     Section  6.1.     Registration  Rights.  The  Company  shall  cause  the
Registration Rights Agreement to remain in full force and effect and the Company
shall  comply  in  all  material  respects  with  the  terms  thereof.

     Section 6.2. Listing of Common Stock. The Company shall maintain the Common
Stock's  authorization  for  quotation on the National Association of Securities
Dealers  Over  the  Counter  Bulletin  Board.

     Section  6.3.  Exchange Act Registration. The Company will cause its Common
Stock to continue to be registered under Section 12(g) of the Exchange Act, will
file  in  a  timely  manner  all reports and other documents required of it as a
reporting  company  under  the Exchange Act and will not take any action or file
any  document (whether or not permitted by Exchange Act or the rules there under
to  terminate  or  suspend  such  registration  or  to  terminate or suspend its
reporting  and  filing  obligations  under  said  Exchange  Act.

     Section  6.4.  Transfer  Agent  Instructions. Not later than two days after
each  Advance Notice Date and prior to each Closing and the effectiveness of the
Registration  Statement  and  resale  of  the  Common Stock by the Investor, the
Company  will  deliver  instructions  to  its  transfer agent to issue shares of
Common  Stock  free  of  restrictive  legends.

     Section 6.5. Corporate Existence. The Company will take all steps necessary
to  preserve  and  continue  the  corporate  existence  of  the  Company.

     Section 6.6. Notice of Certain Events Affecting Registration; Suspension of
Right  to Make an Advance. The Company will immediately notify the Investor upon
its  becoming  aware of the occurrence of any of the following events in respect
of  a  registration  statement  or related prospectus relating to an offering of
Registrable Securities: (i) receipt of any request for additional information by
the  SEC  or any other Federal or state governmental authority during the period
of  effectiveness of the Registration Statement for amendments or supplements to
the  registration  statement or related prospectus; (ii) the issuance by the SEC
or  any  other  Federal  or  state  governmental  authority  of  any  stop order
suspending  the effectiveness of the Registration Statement or the initiation of
any proceedings for that purpose; (iii) receipt of any notification with respect
to the suspension of the qualification or exemption from qualification of any of
the  Registrable  Securities  for  sale in any jurisdiction or the initiation or
threatening  of any proceeding for such purpose; (iv) the happening of any event
that  makes  any  statement  made  in  the  Registration  Statement  or  related
prospectus  of any document incorporated or deemed to be incorporated therein by
reference  untrue  in  any  material  respect or that requires the making of any
changes  in the Registration Statement, related prospectus or documents so that,
in  the  case  of  the  Registration  Statement,  it will not contain any untrue

                                       16
<PAGE>
statement  of  a material fact or omit to state any material fact required to be
stated  therein  or necessary to make the statements therein not misleading, and
that  in  the  case  of  the  related prospectus, it will not contain any untrue
statement  of  a material fact or omit to state any material fact required to be
stated  therein or necessary to make the statements therein, in the light of the
circumstances  under which they were made, not misleading; and (v) the Company's
reasonable  determination  that  a  post-effective amendment to the Registration
Statement  would be appropriate; and the Company will promptly make available to
the  Investor  any  such  supplement or amendment to the related prospectus. The
Company  shall  not  deliver  to  the  Investor  any  Advance  Notice during the
continuation  of  any  of  the  foregoing  events.

     Section  6.7.  Expectations Regarding Advance Notices. Within ten (10) days
after  the  commencement  of  each  calendar quarter occurring subsequent to the
commencement  of the Commitment Period, the Company must notify the Investor, in
writing, as to its reasonable expectations as to the dollar amount it intends to
raise  during  such  calendar  quarter,  if any, through the issuance of Advance
Notices.  Such  notification  shall  constitute  only  the  Company's good faith
estimate  and  shall in no way obligate the Company to raise such amount, or any
amount,  or  otherwise limit its ability to deliver Advance Notices. The failure
by  the  Company  to  comply  with  this provision can be cured by the Company's
notifying  the  Investor,  in  writing,  at  any  time  as  to  its  reasonable
expectations  with  respect  to  the  current  calendar  quarter.

     Section  6.8.  Consent  of  Investor  to  Sell  Common  Stock.  During  the
Commitment  Period  and excluding the Company's 2002 Employee Stock Option Plan,
SAR  and  Stock  Bonus  Plan, the Company shall not issue or sell (i) any Common
Stock  without  consideration or for a consideration per share less than its Bid
Price  determined  immediately  prior  to  its  issuance, (ii) issue or sell any
warrant, option, right, contract, call, or other security or instrument granting
the  holder  thereof  the right to acquire Common Stock without consideration or
for a consideration per share less than such Common Stock's Bid Price determined
immediately  prior  to  its  issuance, or (iii) file any additional registration
statements  on  Form  S-8.

     Section  6.9.  Consolidation;  Merger.  The  Company shall not, at any time
after the date hereof, effect any merger or consolidation of the Company with or
into,  or  a  transfer  of all or substantially all the assets of the Company to
another  entity  (a  "Consolidation  Event")  unless  the resulting successor or
acquiring  entity  (if  not  the  Company)  assumes  by  written  instrument the
obligation  to deliver to the Investor such shares of stock and/or securities as
the  Investor  is  entitled  to  receive  pursuant  to  this  Agreement.

     Section  6.10.  Issuance  of  the  Company's  Common Stock. The sale of the
shares  of  Common  Stock  shall  be  made in accordance with the provisions and
requirements  of  Rule  506  of Regulation D and any applicable state securities
law.

                                  ARTICLE VII.
                Conditions for Advance and Conditions to Closing

     Section  7.1.  Conditions  Precedent to the Obligations of the Company. The
obligation hereunder of the Company to issue and sell the shares of Common Stock

                                       17
<PAGE>
to  the  Investor  incident  to  each Closing is subject to the satisfaction, or
waiver by the Company, at or before each such Closing, of each of the conditions
set  forth  below.

          (a)  Accuracy  of  the  Investor's Representations and Warranties. The
representations  and warranties of the Investor shall be true and correct in all
material  respects.

          (b)  Performance  by  the Investor. The Investor shall have performed,
satisfied  and  complied  in  all  respects  with  all covenants, agreements and
conditions  required by this Agreement  and the Registration Rights Agreement to
be  performed,  satisfied  or  complied with by the Investor at or prior to such
Closing.

     Section  7.2.  Conditions  Precedent  to  the  Right  of  the  Company  to
Deliver  an Advance Notice and the Obligation of the Investor to Purchase Shares
of  Common Stock.  The right of the Company to deliver an Advance Notice and the
obligation  of  the  Investor  hereunder  to  acquire  and pay for shares of the
Company's  Common  Stock incident to a Closing is subject to the satisfaction or
waiver  by  the Investor, on (i) the date of delivery of such Advance Notice and
(ii) the applicable Advance Date (each a "Condition Satisfaction Date"), of each
of  the  following  conditions:

          (a)  Registration  of the Common Stock with the SEC. The Company shall
have  filed  with  the SEC a Registration Statement with respect to the sale and
resale  of  the  Registrable  Securities  in  accordance  with  the terms of the
Registration  Rights  Agreement.  As  set  forth  in  the  Registration  Rights
Agreement, the Registration Statement shall have previously become effective and
shall  remain  effective on each Condition Satisfaction Date and (i) neither the
Company  nor  the Investor shall have received notice that the SEC has issued or
intends to issue a stop order with respect to the Registration Statement or that
the  SEC  otherwise  has  suspended  or  withdrawn  the  effectiveness  of  the
Registration  Statement,  either  temporarily  or permanently, or intends or has
threatened  to  do  so  (unless  the  SEC's concerns have been addressed and the
Investor  is  reasonably  satisfied  that  the  SEC  no longer is considering or
intends  to  take  such  action),  and  (ii)  no  other suspension of the use or
withdrawal  of  the  effectiveness  of  the  Registration  Statement  or related
prospectus  shall  exist.  The  Registration  Statement  must have been declared
effective  by  the  SEC  prior  to  the  first  Advance  Notice  Date.

          (b)  Authority.  The  Company  shall  have  obtained  all  permits and
qualifications  required  by  any  applicable  state  in  accordance  with  the
Registration  Rights  Agreement  for  the offer and sale of the shares of Common
Stock,  or  shall  have the availability of exemptions there from.  The sale and
issuance  of  the  shares of Common Stock shall be legally permitted by all laws
and  regulations  to  which  the  Company  is  subject.

          (c) Fundamental Changes. There shall not exist any fundamental changes
to the information  set forth in the  Registration Statement which would require
the Company to file a post-effective  amendment  to  the Registration Statement.

          (d)  Performance  by  the  Company.  The Company shall have performed,
satisfied  and  complied in all material respects with all covenants, agreements
and  conditions  required  by this Agreement (including, without limitation, the

                                       18
<PAGE>
conditions  specified  in  Section  2.5  hereof)  and  the  Registration  Rights
Agreement to be performed, satisfied or complied with by the Company at or prior
to  each  Condition  Satisfaction  Date.

          (e)  No  Injunction.  No  statute,  rule, regulation, executive order,
decree,  ruling  or  injunction shall have been enacted, entered, promulgated or
endorsed  by  any court or governmental authority of competent jurisdiction that
prohibits or directly and adversely affects any of the transactions contemplated
by this Agreement, and no proceeding shall have been commenced that may have the
effect  of  prohibiting   or   adversely  affecting  any   of  the  transactions
contemplated  by  this  Agreement.

          (f)  No  Suspension  of  Trading  in or Delisting of Common Stock. The
trading  of the Common Stock is not suspended by the SEC or the Principal Market
(if the Common Stock is traded on a Principal Market). The issuance of shares of
Common  Stock  with respect to the applicable Closing, if any, shall not violate
the  shareholder  approval  requirements  of the Principal Market (if the Common
Stock  is traded on a Principal market). The Company shall not have received any
notice  threatening  the  continued listing of the Common Stock on the Principal
Market  (if  the  Common  Stock  is  traded  on  a  Principal  Market).

          (g)  Maximum  Advance Amount. The amount of the individual Advance, as
well as the aggregate amount of Advances in any thirty (30) calendar day period,
requested  by  the  Company  does  not  exceed the Maximum Advance Amount unless
waived  by  the  Investor.  In  addition, in no event shall the number of shares
issuable  to  the  Investor  pursuant to an Advance cause the Investor to own in
excess  of  nine and 9/10 percent (9.9%) of the then outstanding Common Stock of
the  Company.

          (h)  No  Knowledge.  The  Company  has  no knowledge of any event more
likely  than not to have the effect of causing such Registration Statement to be
suspended  or  otherwise  ineffective.

          (i)  Other.  On  each  Condition Satisfaction Date, the Investor shall
have  received  and  been  reasonably satisfied with such other certificates and
documents  as  shall have been reasonably requested by the Investor in order for
the  Investor  to confirm the Company's satisfaction of the conditions set forth
in this Section 7.2, including, without limitation, a certificate executed by an
executive  officer  of  the Company and to the effect that all the conditions to
such  Closing  shall have been satisfied as at the date of each such certificate
substantially  in  the  form  annexed  hereto  on  Exhibit  A.

                                  ARTICLE VIII.
         Due Diligence Review; Non-Disclosure of Non-Public Information

     Section  8.1.    Due  Diligence  Review.    Prior  to  the  filing  of  the
Registration  Statement,  the  Company  shall  make available for inspection and
review  by  the  Investor,  advisors to and representatives of the Investor, any
underwriter  participating  in  any disposition of the Registrable Securities on
behalf  of  the  Investor  pursuant  to  the  Registration  Statement,  any such
registration  statement or amendment or supplement thereto or any blue sky, NASD
or  other  filing,  all financial and other records, all SEC Documents and other

                                       19
<PAGE>
filings  with  the  SEC, and all other corporate documents and properties of the
Company as may be reasonably necessary for the purpose of such review, and cause
the  Company's  officers, directors and employees to supply all such information
reasonably  requested  by  the  Investor  or any such representative, advisor or
underwriter  in  connection with such Registration Statement (including, without
limitation,  in response to all questions and other inquiries reasonably made or
submitted  by  any of them), prior to and from time to time after the filing and
effectiveness of the Registration Statement for the sole purpose of enabling the
Investor  and  such  representatives,  advisors  and  underwriters  and  their
respective  accountants  and  attorneys  to  conduct  initial  and  ongoing  due
diligence  with  respect  to  the  Company  and the accuracy of the Registration
Statement.

     Section  8.2.     Non-Disclosure  of  Non-Public  Information.

          (a)  The  Company  shall  not  disclose  non-public information to the
Investor,  advisors  to  or  representatives  of  the  Investor  unless prior to
disclosure  of such information the Company identifies such information as being
non-public   information   and   provides  the   Investor,   such  advisors  and
representatives  with  the  opportunity  to  accept  or  refuse  to  accept such
non-public  information  for  review.   The  Company  may,  as  a  condition  to
disclosing any non-public information hereunder, require the Investor's advisors
and representatives to enter into a confidentiality agreement in form reasonably
satisfactory  to  the  Company  and  the  Investor.

          (b)  Nothing  herein  shall require the Company to disclose non-public
information  to the Investor or its advisors or representatives, and the Company
represents  that  it does not disseminate non-public material information to any
investors  who  purchase  stock  in  the  Company in a public offering, to money
managers  or  to  securities  analysts,  provided, however, that notwithstanding
anything  herein  to  the  contrary,  the Company will, as hereinabove provided,
immediately notify the advisors and representatives of the Investor and, if any,
underwriters,  of  any  event  or the existence of any circumstance (without any
obligation  to  disclose the specific event or circumstance) of which it becomes
aware,  constituting  non-public  information  (whether  or not requested of the
Company  specifically  or  generally  during the course of due diligence by such
persons  or entities), which, if not disclosed in the prospectus included in the
Registration  Statement  would  cause  such  prospectus  to  include  a material
misstatement  or  to omit a material fact required to be stated therein in order
to  make  the  statements,  therein, in light of the circumstances in which they
were  made,  not  misleading.  Nothing  contained  in  this Section 8.2 shall be
construed to mean that such persons or entities other than the Investor (without
the written consent of the Investor prior to disclosure of such information) may
not  obtain  non-public  material  information  in  the course of conducting due
diligence  in  accordance  with  the  terms of this Agreement and nothing herein
shall  prevent  any such persons or entities from notifying the Company of their
opinion  that  based on such due diligence by such persons or entities, that the
Registration  Statement contains an untrue statement of material fact or omits a
material  fact  required to be stated in the Registration Statement or necessary
to make the statements contained therein, in light of the circumstances in which
they  were  made,  not  misleading.

                                  ARTICLE IX.
                           Choice of Law/Jurisdiction

     Section  9.1.     Governing  Law.  This  Agreement shall be governed by and
interpreted  in  accordance  with  the  laws  of the State of New Jersey without

                                       20
<PAGE>

regard  to  the  principles of conflict of laws.  The parties further agree that
any  action  between  them  shall  be  heard  in  Hudson County, New Jersey, and
expressly  consent  to  the  jurisdiction and venue of the Superior Court of New
Jersey,  sitting  in  Hudson  County,  New Jersey and the United States District
Court  of New Jersey, sitting in Newark, New Jersey, for the adjudication of any
civil  action  asserted  pursuant  to  this  paragraph.

                                   ARTICLE X.
                            Assignment; Termination

     Section 10.1.     Assignment.  Neither this Agreement nor any rights of the
Company  hereunder  may  be  assigned  to  any  other  Person.

     Section 10.2. Termination. The obligations of the Investor to make Advances
under  Article  II  hereof  shall  terminate  twenty-four  (24) months after the
Effective  Date.

                                  ARTICLE XI.
                                    Notices

     Section  11.1.     Notices.   Any  notices,  consents,  waivers,  or  other
communications  required  or  permitted  to  be  given  under  the terms of this
Agreement  must be in writing and will be deemed to have been delivered (i) upon
receipt,  when  delivered personally; (ii) upon receipt, when sent by facsimile,
provided  a  copy  is  mailed  by U.S. certified mail, return receipt requested;
(iii)  three  (3)  days  after being sent by U.S. certified mail, return receipt
requested,  or  (iv)  one  (1)  day  after  deposit with a nationally recognized
overnight  delivery  service,  in  each  case properly addressed to the party to
receive  the  same.  The addresses and facsimile numbers for such communications
shall  be:

If  to  the  Company,  to:     ITS  Networks  Inc.
                               Villanneva  16  -  5th  Floor
                               Madrid,  Spain  28001
                               Attention:  Gustavo  Gomez,  President  and  CEO
                               Telephone:   (011)  (34)  (91)  578-0074
                               Facsimile:   (011)  (34)  (95)  277-4458

With  a  copy  to:             Stephen  A.  Zrenda,  Jr.,  P.C.
                               100  North  Broadway-  Suite  2100
                               Oklahoma  City,  Oklahoma  73102
                               Telephone:    (405)  235-2111
                               Facsimile:    (405)  235-2157



                                       21
<PAGE>

If  to  the  Investor(s):     Cornell  Capital  Partners,  LP
                              101  Hudson  Street  -Suite  3606
                              Jersey  City,  NJ  07302
                              Attention:  Mark  Angelo
                              Portfolio  Manager
                              Telephone:  (201)  985-8300
                              Facsimile:  (201)  985-8266

With  a  Copy  to:            Butler  Gonzalez  LLP
                              1000  Stuyvesant  Avenue  -  Suite  6
                              Union,  NJ  07083
                              Attention:  David  Gonzalez,  Esq.
                              Telephone:  (908)  810-8588
                              Facsimile:  (908)  810-0973


Each  party shall provide five (5) days' prior written notice to the other party
of  any  change  in  address  or  facsimile  number.

                                  ARTICLE XII.
                                  Miscellaneous

     Section  12.1.     Counterparts.   This Agreement may be executed in two or
more  identical  counterparts, all of which shall be considered one and the same
agreement  and shall become effective when counterparts have been signed by each
party  and  delivered  to  the  other party.  In the event any signature page is
delivered  by  facsimile  transmission,  the  party using such means of delivery
shall  cause  four  (4)  additional  original  executed  signature  pages  to be
physically  delivered  to  the other party within five (5) days of the execution
and  delivery  hereof.

     Section  12.2.  Entire Agreement; Amendments. This Agreement supersedes all
other  prior oral or written agreements between the Investor, the Company, their
affiliates  and  persons  acting  on  their  behalf  with respect to the matters
discussed  herein,  and  this  Agreement  and  the instruments referenced herein
contain  the  entire  understanding  of  the parties with respect to the matters
covered  herein  and  therein  and,  except  as specifically set forth herein or
therein,  neither  the  Company  nor  the  Investor  makes  any  representation,
warranty,  covenant or undertaking with respect to such matters. No provision of
this  Agreement  may be waived or amended other than by an instrument in writing
signed  by  the  party  to  be  charged  with  enforcement.

     Section  12.3.  Reporting Entity for the Common Stock. The reporting entity
relied  upon for the determination of the trading price or trading volume of the
Common  Stock  on any given Trading Day for the purposes of this Agreement shall
be  Bloomberg,  L.P. or any successor thereto. The written mutual consent of the
Investor and the Company shall be required to employ any other reporting entity.

     Section  12.4.  Fees  and  Expenses.  The  Company hereby agrees to pay the
following fees:


                                       22
<PAGE>

          (a)  Legal  Fees.  Each  of  the  parties  shall  pay its own fees and
expenses (including the fees of any attorneys, accountants, appraisers or others
engaged  by  such  party) in connection with this Agreement and the transactions
contemplated  hereby,  except  that the Company will pay the sum of Ten Thousand
Dollars ($10,000 U.S.)   to Butler Gonzalez LLP, as counsel to the Investor, for
legal,  administrative,  and  escrow fees  upon the execution of this Agreement.
Subsequently on each Advance Date, the Company will pay Butler Gonzalez LLP, the
sum  of  Five Hundred Dollars  ($500) for legal, administrative and escrow fees.

          (b)  Commitment  Fees.

          (i)  On  each  Advance  Date  the  Company  shall pay to the Investor,
directly  from  the  gross  proceeds  held  in  escrow, an amount equal to three
percent  (3%)  of  the amount of each Advance. The Company hereby agrees that if
such  payment,  as is described above, is not made by the Company on the Advance
Date, such payment will be made at the direction of the Investor as outlined and
mandated  by  Section  2.3  of  this  Agreement.

          (ii)  Upon the execution of this Agreement, the Company shall issue to
the  Investor shares of the Company's restricted Common Stock in an amount equal
to  Three Hundred Ninety Thousand Dollars ($390,000 U.S.) divided by the Closing
Bid  Price  on  the  Closing  Date  (the  "Investor's  Shares").

          (iii) Fully Earned. Any Investor's Shares issued to the Investor shall
be  deemed  fully  earned  upon  delivery  to  the  Investor.

          (v)  Registration  Rights.  The  Investor's  Shares  will  have demand
and  "piggy-back"  registration  rights.

     Section  12.5.  Brokerage.  Each  of  the parties hereto represents that it
has  had  no  dealings  in  connection  with this transaction with any finder or
broker  who  will  demand payment of any fee or commission from the other party.
The  Company  on  the  one  hand,  and the Investor, on the other hand, agree to
indemnify  the  other  against  and  hold  the  other  harmless from any and all
liabilities  to  any  person  claiming brokerage commissions or finder's fees on
account  of  services  purported  to  have  been  rendered  on  behalf  of  the
indemnifying  party  in  connection  with  this  Agreement  or  the transactions
contemplated  hereby.

     Section  12.6.  Confidentiality.  If  for  any  reason  the  transactions
contemplated  by  this Agreement are not consummated, each of the parties hereto
shall  keep  confidential  any information obtained from any other party (except
information  publicly  available  or  in  such  party's domain prior to the date
hereof,  and except as required by court order) and shall promptly return to the
other  parties  all  schedules,  documents,  instruments,  work  papers or other
written information without retaining copies thereof, previously furnished by it
as  a  result  of  this  Agreement  or  in  connection  herein.


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                                       23
<PAGE>




































                                       24
<PAGE>

     IN  WITNESS  WHEREOF,  the  parties  hereto have caused this Line of Credit
Agreement  to  be  executed by the undersigned, thereunto duly authorized, as of
the  date  first  set  forth  above.

                                        COMPANY:
                                        ITS  NETWORKS  INC.

                                        By:
                                           -------------------------------------
                                           Name:  Gustavo  Gomez
                                           Title:   President  and  CEO


                                        INVESTOR:
                                        CORNELL  CAPITAL  PARTNERS,  LP

                                        By:  Yorkville  Advisors,  LLC
                                        Its:  General  Partner

                                        By:
                                           -------------------------------------
                                           Name:  Mark  Angelo
                                           Title:  Portfolio  Manager











                                       25
<PAGE>

                                    EXHIBIT A
                                    ---------

                      ADVANCE NOTICE/COMPLIANCE CERTIFICATE
                      -------------------------------------

                                ITS NETWORKS INC.
                                -----------------


     The  undersigned,  ________________________________  hereby certifies, with
respect  to  the  sale  of  shares  of  Common  Stock  of ITS Networks Inc. (the
"Company"),  issuable  in  connection  with  this  Advance Notice and Compliance
Certificate  dated ___________________ (the "Notice"), delivered pursuant to the
Equity  Line  of  Credit  Agreement  (the  "Agreement"),  as  follows:

     1.  The  undersigned  is  the  duly  elected  President and Chief Executive
Officer of  the  Company.

     2.  There  are  no  fundamental changes to the information set forth in the
Registration  Statement which would require the Company to file a post effective
amendment  to  the  Registration  Statement.

     3.  The  Company  has  performed in all material respects all covenants and
agreements  to  be  performed  by  the  Company  on or prior to the Advance Date
related  to  the  Notice  and  has  complied  in  all material respects with all
obligations  and  conditions  contained  in  the  Agreement.

     4.  The  Advance  requested  is  $_____________________(U.S.).
The  undersigned  has  executed  this  Certificate  this  ____  day  of
_________________.

                                        ITS  NETWORKS  INC.


                                        By:
                                           -------------------------------------
                                        Name:     Gustavo  Gomez
                                        Title:     President  and  CEO




















<PAGE>

                                SCHEDULED 2.6(b)
                                ----------------

                                ITS NETWORKS INC.
                                -----------------

     The  undersigned  hereby  agrees  that  for a period commencing on the date
hereof  and  expiring on the termination of the Agreement dated ________________
between  ITS  Networks  Inc.  (the "Company"), and Cornell Capital Partners, LP,
(the  "Investor")  (the  "Lock-up  Period"), he, she or it will not, directly or
indirectly,  without  the  prior  written consent of the Investor, issue, offer,
agree  or  offer  to  sell,  sell,  grant an option for the purchase or sale of,
transfer,  pledge,  assign,  hypothecate,  distribute  or  otherwise encumber or
dispose  of,  except  pursuant  to Rule 144 of the General Rules and Regulations
under  the  Securities  Act  of  1933  or  shares  covered by the Company's 2002
Employee  Stock  Option  Plan,  SAR and Stock Option Plan, any securities of the
Company, including common stock or options, rights, warrants or other securities
underlying,  convertible into, exchangeable or exercisable for or evidencing any
right to purchase or subscribe for any common stock (whether or not beneficially
owned by the undersigned), or any beneficial interest therein (collectively, the
"Securities").

     In  order to enable the aforesaid covenants to be enforced, the undersigned
hereby  consents  to the placing of legends and/or stop-transfer orders with the
transfer agent of the Company's securities with respect to any of the Securities
registered  in  the  name  of  the  undersigned  or  beneficially  owned  by the
undersigned, and the undersigned hereby confirms the undersigned's investment in
the  Company.

Dated:  _______________,  2002

                                        Signature


                                        ----------------------------------------
                                        Address:
                                        City,  State,  Zip  Code:


                                        ----------------------------------------
                                        Print  Social  Security  Number
                                        or  Taxpayer  I.D.  Number












<PAGE>
                                                                    EXHIBIT 10.2


                          REGISTRATION RIGHTS AGREEMENT

     REGISTRATION  RIGHTS  AGREEMENT  (this  "Agreement"), dated as of June ___,
2002 by and between ITS NETWORKS INC., a Florida corporation, with its principal
office located at Villanneva 16 - 5th Floor Madrid, Spain 28001 (the "Company"),
and  CORNELL  CAPITAL  PARTNERS,  LP,  a  Delaware  limited  partnership  (the
"Investor").

     WHEREAS:

     A.  In  connection  with the Equity Line of Credit Agreement by and between
the  parties  hereto  of  even  date  herewith  (the  "Equity  Line  of  Credit
Agreement"),  the  Company  has  agreed,  upon  the  terms  and  subject  to the
conditions  of  the  Equity  Line  of Credit Agreement, to issue and sell to the
Investor  that  number  of shares of the Company's common stock, par value $.001
per  share (the "Common Stock"), which can be purchased pursuant to the terms of
the  Equity  Line  Credit Agreement for an aggregate purchase price of up to Ten
Million  Dollars ($10,000,000 U.S.) . Capitalized terms not defined herein shall
have  the  meaning  ascribed  to  them  in  the Equity Line of Credit Agreement.

     B.  To induce the Investor to execute and deliver the Equity Line of Credit
Agreement,  the  Company has agreed to provide certain registration rights under
the  Securities  Act  of  1933,  as amended, and the rules and regulations there
under,  or  any  similar  successor  statute (collectively, the "1933 Act"), and
applicable  state  securities  laws.

     NOW,  THEREFORE,  in consideration of the premises and the mutual covenants
contained  herein  and  other  good  and valuable consideration, the receipt and
sufficiency  of  which  are  hereby  acknowledged,  the Company and the Investor
hereby  agree  as  follows:

     DEFINITIONS.

     As  used  in  this  Agreement, the following terms shall have the following
meanings:
     "Person"  means a corporation, a limited liability company, an association,

          a.  partnership,  an  organization,  a  business,   an  individual,  a
governmental  or political  subdivision  thereof  or  a  governmental  agency.

          b.     "Register,"  "registered,"   and   "registration"  refer  to  a
registration  effected  by  preparing  and  filing  one  or  more  Registration
Statements  (as  defined  below) in compliance with the 1933 Act and pursuant to
Rule  415  under  the  1933  Act  or  any  successor rule providing for offering
securities on a continuous or delayed basis ("Rule 415"), and the declaration or
ordering of effectiveness of such Registration Statement(s) by the United States
Securities  and  Exchange  Commission  (the  "SEC").

          c.     "Registrable  Securities"  means  the  shares  of  Common Stock
issuable to Investors  pursuant  to  the  Equity  Line  of  Credit  Agreement.

<PAGE>
          d.     "Registration  Statement"  means a registration statement under
the 1933 Act which  covers  the  Registrable  Securities.

     2.   REGISTRATION.

          a. Mandatory Registration. The Company shall prepare and file with the
SEC  a  Registration  Statement  on  Form  S-1, SB-2 or on such other form as is
available.  The  Company  shall cause such Registration Statement to be declared
effective by the SEC prior to the first sale to Investor of the Company's Common
Stock  pursuant  to  the  Equity  Line  of  Credit  Agreement.

          b.  Sufficient Number of Shares Registered. In the event the number of
shares  available  under a Registration Statement filed pursuant to Section 2(a)
is  insufficient  to  cover all of the Registrable Securities which the Investor
has purchased pursuant to the Equity Line of Credit Agreement, the Company shall
amend  the  Registration Statement, or file a new Registration Statement (on the
short  form  available therefore, if applicable), or both, so as to cover all of
such  Registrable  Securities  which  the Investor has purchased pursuant to the
Equity  Line  of  Credit  Agreement as soon as practicable, but in any event not
later  than  fifteen (15) days after the necessity therefore arises. The Company
shall  use  it  best  efforts  to  cause  such amendment and/or new Registration
Statement  to  become  effective  as  soon  as  practicable following the filing
thereof. For purposes of the foregoing provision, the number of shares available
under a Registration Statement shall be deemed "insufficient to cover all of the
Registrable  Securities"  if  at  any  time the number of Registrable Securities
issuable  on  an  Advance  Notice  Date  is  greater  than  the number of shares
available  for  resale  under  such  Registration  Statement.

     3.   RELATED  OBLIGATIONS.

          a.  The  Company  shall  keep  the  Registration  Statement  effective
pursuant  to  Rule  415  at all times until the date on which the Investor shall
have  sold all the Registrable Securities covered by such Registration Statement
(the  "Registration  Period"),  which  Registration  Statement  (including  any
amendments  or supplements thereto and prospectuses contained therein) shall not
contain any untrue statement of a material fact or omit to state a material fact
required  to  be stated therein, or necessary to make the statements therein, in
light  of  the  circumstances  in  which  they  were  made,  not  misleading.

          b.  The  Company  shall  prepare and file with the SEC such amendments
(including  post-effective  amendments)  and  supplements  to  a  Registration
Statement  and  the  prospectus  used  in  connection  with  such  Registration
Statement,  which  prospectus  is  to  be filed pursuant to Rule 424 promulgated
under  the  1933  Act,  as  may be necessary to keep such Registration Statement
effective  at all times during the Registration Period, and, during such period,
comply  with  the  provisions of the 1933 Act with respect to the disposition of
all Registrable Securities of the Company covered by such Registration Statement
until  such  time as all of such Registrable Securities shall have been disposed
of  in  accordance  with  the  intended  methods of disposition by the seller or
sellers  thereof  as  set  forth  in such Registration Statement. In the case of
amendments  and supplements to a Registration Statement which are required to be
filed  pursuant  to  this Agreement (including pursuant to this Section 3(b)) by
reason  of the Company's filing a report on Form 10-KSB, Form 10-QSB or Form 8-K
or  any  analogous  report under the Securities Exchange Act of 1934, as amended

                                        2
<PAGE>
(the  "1934  Act"), the Company shall have incorporated such report by reference
into the Registration Statement, if applicable, or shall file such amendments or
supplements  with  the SEC on the same day on which the 1934 Act report is filed
which  created  the  requirement  for  the  Company  to  amend or supplement the
Registration  Statement.


          c.  The  Company  shall furnish to the Investor without charge, (i) at
least  one  copy of such Registration Statement as declared effective by the SEC
and  any amendment(s) thereto, including financial statements and schedules, all
documents  incorporated  therein by reference, all exhibits and each preliminary
prospectus,  (ii)  ten  (10)  copies  of  the  final prospectus included in such
Registration Statement and all amendments and supplements thereto (or such other
number  of  copies as such Investor may reasonably request) and (iii) such other
documents  as such Investor may reasonably request from time to time in order to
facilitate the disposition of the Registrable Securities owned by such Investor.

          d.  The Company shall use its best efforts to (i) register and qualify
the  Registrable Securities covered by a Registration Statement under such other
securities  or "blue sky" laws of such jurisdictions in the United States as the
Investor reasonably requests, (ii) prepare and file in those jurisdictions, such
amendments  (including  post-effective   amendments)  and  supplements  to  such
registrations   and  qualifications  as  may   be  necessary   to  maintain  the
effectiveness  thereof  during  the  Registration  Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect  at  all  times  during  the Registration Period, and (iv) take all other
actions  reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required  in  connection  therewith  or  as  a condition thereto to (w) make any
change  to  its  certificate  of  incorporation  or  by-laws,  (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but  for  this  Section 3(d), (y) subject itself to general taxation in any such
jurisdiction,  or  (z)  file a general consent to service of process in any such
jurisdiction.  The  Company shall promptly notify the Investor of the receipt by
the  Company  of  any  notification  with  respect  to  the  suspension  of  the
registration  or  qualification  of  any  of the Registrable Securities for sale
under the securities or "blue sky" laws of any jurisdiction in the United States
or  its  receipt  of actual notice of the initiation or threat of any proceeding
for  such  purpose.

          e.  As  promptly  as practicable after becoming aware of such event or
development,  the  Company shall notify the Investor in writing of the happening
of  any  event  as  a  result of which the prospectus included in a Registration
Statement, as then in effect, includes an untrue statement of a material fact or
omission  to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made,  not  misleading  (provided that in no event shall such notice contain any
material, nonpublic information), and promptly prepare a supplement or amendment
to such Registration Statement to correct such untrue statement or omission, and
deliver  ten  (10)  copies of such supplement or amendment to each Investor. The
Company shall also promptly notify the Investor in writing (i) when a prospectus
or  any  prospectus  supplement  or post-effective amendment has been filed, and
when  a  Registration  Statement  or  any  post-effective  amendment  has become
effective (notification of such effectiveness shall be delivered to the Investor
by  facsimile on the same day of such effectiveness), (ii) of any request by the

                                        4
<PAGE>
SEC  for  amendments  or  supplements  to  a  Registration  Statement or related
prospectus  or  related  information,  and  (iii)  of  the  Company's reasonable
determination  that a post-effective amendment to a Registration Statement would
be  appropriate.

          f.  The  Company shall use its best efforts to prevent the issuance of
any stop order or other suspension of effectiveness of a Registration Statement,
or  the suspension of the qualification of any of the Registrable Securities for
sale  in  any  jurisdiction  within the United States of America and, if such an
order  or  suspension  is  issued,  to  obtain  the  withdrawal of such order or
suspension  at  the  earliest  possible moment and to notify the Investor of the
issuance  of  such  order  and  the  resolution thereof or its receipt of actual
notice  of  the  initiation  or  threat  of  any  proceeding  for  such purpose.

          g.  At  the  reasonable  request  of  the  Investor, the Company shall
furnish  to  the  Investor, on the date of the effectiveness of the Registration
Statement  and  thereafter  from  time to time on such dates as the Investor may
reasonably request (i) a letter, dated such date, from the Company's independent
certified  public  accountants  in form and substance as is customarily given by
independent  certified  public  accountants  to  underwriters in an underwritten
public  offering,  and  (ii)  an  opinion,  dated  as  of  such date, of counsel
representing  the  Company for purposes of such Registration Statement, in form,
scope  and substance as is customarily given in an underwritten public offering,
addressed  to  the  Investor.

          h. The Company shall make available for inspection by (i) the Investor
and  (ii)  one  firm  of  accountants  or  other agents retained by the Investor
(collectively,  the "Inspectors") all pertinent financial and other records, and
pertinent  corporate  documents and properties of the Company (collectively, the
"Records"), as shall be reasonably deemed necessary by each Inspector, and cause
the  Company's officers, directors and employees to supply all information which
any  Inspector  may  reasonably  request; provided, however, that each Inspector
shall  agree,  and  the Investor hereby agrees, to hold in strict confidence and
shall  not  make  any disclosure (except to an Investor) or use of any Record or
other information which the Company determines in good faith to be confidential,
and  of  which  determination  the  Inspectors  are  so notified, unless (a) the
disclosure  of  such  Records is necessary to avoid or correct a misstatement or
omission  in  any Registration Statement or is otherwise required under the 1933
Act,  (b)  the  release  of  such  Records  is  ordered  pursuant  to  a  final,
non-appealable  subpoena  or  order from a court or government body of competent
jurisdiction,  or  (c)  the  information in such Records has been made generally
available  to  the  public  other than by disclosure in violation of this or any
other  agreement  of  which  the  Inspector  and the Investor has knowledge. The
Investor  agrees that it shall, upon learning that disclosure of such Records is
sought  in  or  by  a  court  or  governmental body of competent jurisdiction or
through other means, give prompt notice to the Company and allow the Company, at
its  expense,  to  undertake  appropriate action to prevent disclosure of, or to
obtain  a  protective  order  for,  the  Records  deemed  confidential.

          i. The Company shall hold in confidence and not make any disclosure of
information  concerning  the  Investor  provided  to  the  Company  unless  (i)
disclosure  of  such  information  is  necessary to comply with federal or state
securities  laws,  (ii) the disclosure of such information is necessary to avoid
or  correct  a misstatement or omission in any Registration Statement, (iii) the

                                        4
<PAGE>
release  of  such  information is ordered pursuant to a subpoena or other final,
non-appealable   order   from  a  court  or   governmental  body   of  competent
jurisdiction,  or (iv) such information has been made generally available to the
public  other  than  by  disclosure  in violation of this Agreement or any other
agreement.  The  Company  agrees that it shall, upon learning that disclosure of
such  information  concerning  the  Investor  is  sought  in  or  by  a court or
governmental  body of competent jurisdiction or through other means, give prompt
written  notice  to  the  Investor  and  allow  the  Investor, at the Investor's
expense,  to undertake appropriate action to prevent disclosure of, or to obtain
a  protective  order  for,  such  information.

          j.  The  Company  shall  use  its best efforts either to cause all the
Registrable  Securities  covered by a Registration Statement (i) to be listed on
each  securities exchange on which securities of the same class or series issued
by  the  Company  are  then  listed,  if any, if the listing of such Registrable
Securities  is  then permitted under the rules of such exchange or to secure the
inclusion  for quotation on the National Association of Securities Dealers, Inc.
OTC  Electronic  Bulletin  Board  for  such Registrable Securities.  The Company
shall  pay  all  fees  and expenses in connection with satisfying its obligation
under  this  Section  3(j).

          k.  The  Company  shall  cooperate  with  the  Investor  to the extent
applicable,  to  facilitate  the timely preparation and delivery of certificates
(not  bearing any restrictive legend) representing the Registrable Securities to
be  offered pursuant to a Registration Statement and enable such certificates to
be  in  such  denominations  or amounts, as the case may be, as the Investor may
reasonably  request  and  registered  in such names as the Investor may request.

          l.  The  Company  shall  use its best efforts to cause the Registrable
Securities  covered  by  the  applicable Registration Statement to be registered
with  or  approved  by such other governmental agencies or authorities as may be
necessary  to  consummate  the  disposition  of  such  Registrable  Securities.

          m.  The Company shall make generally available to its security holders
as soon as practical, but not later than ninety (90) days after the close of the
period  covered  thereby,  an  earnings  statement  (in  form complying with the
provisions  of  Rule  158  under  the  1933  Act) covering a twelve-month period
beginning  not  later  than  the  first day of the Company's fiscal quarter next
following  the  effective  date  of  the  Registration  Statement.

          n. The Company shall otherwise use its best efforts to comply with all
applicable  rules and regulations of the SEC in connection with any registration
hereunder.

          o.  Within  two (2) business days after a Registration Statement which
covers Registrable Securities is ordered effective by the SEC, the Company shall
deliver,  and  shall  cause  legal  counsel  for  the Company to deliver, to the
transfer  agent  for  such  Registrable Securities (with copies to the Investor)
confirmation that such Registration Statement has been declared effective by the
SEC  in  the  form  attached  hereto  as  Exhibit  A.

          p.  The  Company  shall take all other reasonable actions necessary to
expedite  and  facilitate disposition by the Investors of Registrable Securities
pursuant  to  a  Registration  Statement.

     4.  OBLIGATIONS  OF  THE  INVESTOR.

     The  Investor  agrees  that, upon receipt of any notice from the Company of
the  happening  of  any event of the kind described in Section 3(f) or the first
sentence  of  3(e),  the  Investor  will  immediately discontinue disposition of
Registrable  Securities  pursuant to any Registration Statement(s) covering such
Registrable  Securities  until  the  Investor's  receipt  of  the  copies of the
supplemented  or  amended  prospectus contemplated by Section 3(e) or receipt of
notice  that no supplement or amendment is required. Notwithstanding anything to
the  contrary,  the Company shall cause its transfer agent to deliver unlegended
certificates  for  shares  of  Common  Stock  to a transferee of the Investor in
accordance  with  the terms of the Equity Line of Credit Agreement in connection
with  any  sale of Registrable Securities with respect to which the Investor has
entered  into  a  contract  for sale prior to the Investor's receipt of a notice
from  the Company of the happening of any event of the kind described in Section
3(f)  or  the  first sentence of Section 3(e) and for which the Investor has not
yet  settled.

     5.  EXPENSES  OF  REGISTRATION.

     All  expenses  incurred  in  connection  with  registrations,  filings  or
qualifications  pursuant to Sections 2 and 3, including, without limitation, all
registration,  listing  and  qualifications fees, printers, legal and accounting
fees  shall  be  paid  by  the  Company.

     6.  INDEMNIFICATION.

     With respect to Registrable Securities which are included in a Registration
Statement  under  this  Agreement:

          a.  To  the  fullest  extent  permitted  by law, the Company will, and
hereby  does,  indemnify,  hold harmless and defend the Investor, the directors,
officers,  partners,  employees, agents, representatives of, and each Person, if
any,  who  controls  the Investor within the meaning of the 1933 Act or the 1934
Act  (each,  an  "Indemnified  Person"),  against  any  losses, claims, damages,
liabilities,  judgments, fines, penalties, charges, costs, reasonable attorneys'
fees,  amounts  paid  in settlement or expenses, joint or several (collectively,
"Claims")  incurred  in investigating, preparing or defending any action, claim,
suit,  inquiry,  proceeding, investigation or appeal taken from the foregoing by
or  before any court or governmental, administrative or other regulatory agency,
body  or  the  SEC, whether pending or threatened, whether or not an indemnified
party is or may be a party thereto ("Indemnified Damages"), to which any of them
may  become  subject  insofar as such Claims (or actions or proceedings, whether
commenced or threatened, in respect thereof) arise out of or are based upon: (i)
any  untrue  statement  or  alleged  untrue  statement  of  a material fact in a
Registration  Statement or any post-effective amendment thereto or in any filing
made  in  connection with the qualification of the offering under the securities
or other "blue sky" laws of any jurisdiction in which Registrable Securities are
offered  ("Blue  Sky  Filing"),  or  the omission or alleged omission to state a
material  fact required to be stated therein or necessary to make the statements
therein not misleading; (ii) any untrue statement or alleged untrue statement of
a  material  fact contained in any final prospectus (as amended or supplemented,
if  the  Company files any amendment thereof or supplement thereto with the SEC)

                                        6
<PAGE>
or the omission or alleged omission to state therein any material fact necessary
to  make  the statements made therein, in light of the circumstances under which
the  statements  therein  were  made,  not misleading; or (iii) any violation or
alleged  violation  by the Company of the 1933 Act, the 1934 Act, any other law,
including,  without  limitation,  any  state  securities  law,  or  any  rule or
regulation  there  under  relating  to  the  offer  or  sale  of the Registrable
Securities  pursuant  to  a Registration Statement (the matters in the foregoing
clauses  (i) through (iii) being, collectively, "Violations"). The Company shall
reimburse  the  Investor  and  each  such  controlling  person  promptly as such
expenses  are  incurred  and  are  due  and  payable,  for  any  legal  fees  or
disbursements  or  other reasonable expenses incurred by them in connection with
investigating  or  defending  any  such  Claim.  Notwithstanding anything to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section  6(a):  (x)  shall not apply to a Claim by an Indemnified Person arising
out of or based upon a Violation which occurs in reliance upon and in conformity
with  information furnished in writing to the Company by such Indemnified Person
expressly  for  use  in  connection  with  the  preparation  of the Registration
Statement  or any such amendment thereof or supplement thereto; (y) shall not be
available  to  the  extent  such  Claim is based on a failure of the Investor to
deliver  or  to  cause  to  be  delivered  the  prospectus made available by the
Company, if such prospectus was timely made available by the Company pursuant to
Section 3(e); and (z) shall not apply to amounts paid in settlement of any Claim
if such settlement is effected without the prior written consent of the Company,
which consent shall not be unreasonably withheld. Such indemnity shall remain in
full  force  and  effect regardless of any investigation made by or on behalf of
the  Indemnified  Person.

          b. In connection with a Registration Statement, the Investor agrees to
indemnify,  hold  harmless and defend, to the same extent and in the same manner
as is set forth in Section 6(a), the Company, each of its directors, each of its
officers  who  signs  the  Registration  Statement  and each Person, if any, who
controls the Company within the meaning of the 1933 Act or the 1934 Act (each an
"Indemnified  Party"),  against any Claim or Indemnified Damages to which any of
them  may become subject, under the 1933 Act, the 1934 Act or otherwise, insofar
as  such  Claim  or  Indemnified  Damages  arise  out  of  or  is based upon any
Violation,  in  each  case  to  the  extent,  and  only to the extent, that such
Violation  occurs  in  reliance  upon and in conformity with written information
furnished  to  the  Company by the Investor expressly for use in connection with
such  Registration  Statement;  and,  subject to Section 6(d), the Investor will
reimburse  any legal or other expenses reasonably incurred by them in connection
with  investigating  or  defending  any  such Claim; provided, however, that the
indemnity  agreement  contained  in  this  Section  6(b)  and the agreement with
respect  to  contribution contained in Section 7 shall not apply to amounts paid
in  settlement  of  any  Claim  if such settlement is effected without the prior
written  consent  of  the  Investor,  which  consent  shall  not be unreasonably
withheld;  provided,  further,  however, that the Investor shall be liable under
this Section 6(b) for only that amount of a Claim or Indemnified Damages as does
not  exceed  the  net  proceeds  to  the  Investor  as  a  result of the sale of
Registrable  Securities pursuant to such Registration Statement.  Such indemnity
shall remain in full force and effect regardless of any investigation made by or
on  behalf  of such Indemnified Party.  Notwithstanding anything to the contrary
contained  herein,  the indemnification agreement contained in this Section 6(b)
with respect to any prospectus shall not inure to the benefit of any Indemnified
Party  if  the  untrue  statement  or omission of material fact contained in the
prospectus  was  corrected and such new prospectus was delivered to the Investor
prior  to  the  Investor's  use  of  the  prospectus to which the Claim relates.

                                        7
<PAGE>
          c.  Promptly  after  receipt  by  an Indemnified Person or Indemnified
Party  under  this  Section  6  of  notice  of the commencement of any action or
proceeding  (including any governmental action or proceeding) involving a Claim,
such  Indemnified  Person  or  Indemnified  Party  shall,  if a Claim in respect
thereof  is  to  be  made  against  any indemnifying party under this Section 6,
deliver  to the indemnifying party a written notice of the commencement thereof,
and  the  indemnifying party shall have the right to participate in, and, to the
extent  the  indemnifying  party so desires, jointly with any other indemnifying
party  similarly  noticed, to assume control of the defense thereof with counsel
mutually  satisfactory  to  the indemnifying party and the Indemnified Person or
the  Indemnified  Party,  as  the  case  may  be;  provided,  however,  that  an
Indemnified  Person  or Indemnified Party shall have the right to retain its own
counsel  with  the  fees  and  expenses  of  not  more than one counsel for such
Indemnified  Person  or  Indemnified Party to be paid by the indemnifying party,
if, in the reasonable opinion of counsel retained by the indemnifying party, the
representation  by  such  counsel of the Indemnified Person or Indemnified Party
and  the  indemnifying  party  would be inappropriate due to actual or potential
differing interests between such Indemnified Person or Indemnified Party and any
other  party  represented  by  such  counsel in such proceeding. The Indemnified
Party or Indemnified Person shall cooperate fully with the indemnifying party in
connection  with  any  negotiation or defense of any such action or claim by the
indemnifying  party  and shall furnish to the indemnifying party all information
reasonably  available  to  the  Indemnified  Party  or  Indemnified Person which
relates  to  such  action  or  claim.  The  indemnifying  party  shall  keep the
Indemnified  Party  or  Indemnified Person fully apprised at all times as to the
status  of  the  defense or any settlement negotiations with respect thereto. No
indemnifying  party  shall  be liable for any settlement of any action, claim or
proceeding  effected  without its prior written consent, provided, however, that
the  indemnifying  party shall not unreasonably withhold, delay or condition its
consent.  No  indemnifying party shall, without the prior written consent of the
Indemnified  Party  or  Indemnified  Person, consent to entry of any judgment or
enter  into  any  settlement  or  other  compromise which does not include as an
unconditional  term  thereof  the  giving  by  the claimant or plaintiff to such
Indemnified  Party  or  Indemnified  Person  of  a release from all liability in
respect  to  such claim or litigation. Following indemnification as provided for
hereunder,  the  indemnifying  party  shall  be  subrogated to all rights of the
Indemnified Party or Indemnified Person with respect to all third parties, firms
or  corporations relating to the matter for which indemnification has been made.
The  failure  to  deliver  written  notice  to  the  indemnifying party within a
reasonable  time  of  the commencement of any such action shall not relieve such
indemnifying  party  of  any  liability to the Indemnified Person or Indemnified
Party  under this Section 6, except to the extent that the indemnifying party is
prejudiced  in  its  ability  to  defend  such  action.

          d.  The  indemnification  required  by this Section 6 shall be made by
periodic  payments  of the amount thereof during the course of the investigation
or  defense, as and when bills are received or Indemnified Damages are incurred.

          e.  The  indemnity agreements contained herein shall be in addition to
(i) any cause of action or similar right of the Indemnified Party or Indemnified
Person  against  the  indemnifying party or others, and (ii) any liabilities the
indemnifying  party  may  be  subject  to  pursuant  to  the  law.

                                        8
<PAGE>
          7.  CONTRIBUTION.

     To the extent any indemnification by an indemnifying party is prohibited or
limited  by  law, the indemnifying party agrees to make the maximum contribution
with respect to any amounts for which it would otherwise be liable under Section
6  to  the  fullest  extent  permitted  by law; provided, however, that:  (i) no
seller  of Registrable Securities guilty of fraudulent misrepresentation (within
the  meaning of Section 11(f) of the 1933 Act) shall be entitled to contribution
from  any  seller  of  Registrable  Securities  who was not guilty of fraudulent
misrepresentation; and (ii) contribution by any seller of Registrable Securities
shall be limited in amount to the net amount of proceeds received by such seller
from  the  sale  of  such  Registrable  Securities.

     8.  REPORTS  UNDER  THE  1934  ACT.

     With  a  view  to making available to the Investor the benefits of Rule 144
promulgated under the 1933 Act or any similar rule or regulation of the SEC that
may  at  any  time permit the Investors to sell securities of the Company to the
public  without  registration  ("Rule  144")  the  Company  agrees  to:

          a.  make  and  keep  public  information available, as those terms are
understood and  defined  in  Rule  144;

          b.  file  with  the  SEC  in  a  timely  manner  all reports and other
documents required of the Company under the 1933 Act and the 1934 Act so long as
the  Company  remains  subject  to  such  requirements (it being understood that
nothing  herein  shall  limit the Company's obligations under Section 6.3 of the
Equity  Line  of  Credit  Agreement)  and  the  filing of such reports and other
documents  is  required  for  the  applicable  provisions  of  Rule  144;  and

          c.  furnish  to  the Investor so long as the Investor owns Registrable
Securities,  promptly  upon request, (i) a written statement by the Company that
it  has  complied  with the reporting requirements of Rule 144, the 1933 Act and
the  1934  Act, (ii) a copy of the most recent annual or quarterly report of the
Company  and such other reports and documents so filed by the Company, and (iii)
such  other information as may be reasonably requested to permit the Investor to
sell  such  securities  pursuant  to  Rule  144  without  registration.

     9.  AMENDMENT  OF  REGISTRATION  RIGHTS.

     Provisions  of this Agreement may be amended and the observance thereof may
be waived (either generally or in a particular instance and either retroactively
or  prospectively),  only  with  the  written  consent  of  the  Company and the
Investor.  Any  amendment  or  waiver effected in accordance with this Section 9
shall  be  binding upon the Investor and the Company.  No consideration shall be
offered or paid to any Person to amend or consent to a waiver or modification of
any  provision  of  any  of this Agreement unless the same consideration also is
offered  to  all  of  the  parties  to  this  Agreement.

                                        9
<PAGE>
     10.  MISCELLANEOUS.

          a.  A  Person  is  deemed  to  be  a  holder of Registrable Securities
whenever  such  Person  owns  or  is  deemed  to  own of record such Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two  or  more  Persons  with  respect  to  the same Registrable
Securities,  the  Company  shall  act  upon the basis of instructions, notice or
election  received  from  the  registered  owner of such Registrable Securities.

          b.  Any notices, consents, waivers or other communications required or
permitted  to  be given under the terms of this Agreement must be in writing and
will  be  deemed  to  have  been  delivered:  (i)  upon  receipt, when delivered
personally;  (ii) upon receipt, when sent by facsimile (provided confirmation of
transmission is mechanically or electronically generated and kept on file by the
sending  party);  or (iii)  one business  day after  deposit  with a  nationally
recognized  overnight  delivery  service, in each case properly addressed to the
party  to  receive  the  same.  The  addresses  and  facsimile  numbers for such
communications  shall  be:

If  to  the  Company,  to:     ITS  Networks  Inc
                               Villanneva  16  -  5th  Floor
                               Madrid,  Spain  28001
                               Attention:  Gustavo  Gomez,  President  and  CEO
                               Telephone:   (011)  (34)  (91)  578-0074
                               Facsimile:   (011)  (34)  (95)  277-4458

With  a  copy  to:             Stephen  A.  Zrenda,  Jr.,  P.C.
                               100  North  Broadway  -  Suite  2100
                               Oklahoma  City,  Oklahoma  73102
                               Telephone:   (405)  235-2111
                               Facsimile:   (405)  235-2157

If  to  the  Investor,  to:    Cornell  Capital  Partners,  LP
                               101  Hudson  Street  -  Suite  3606
                               Jersey  City,  NJ  07302
                               Attention:  Mark  Angelo
                               Portfolio  Manager
                               Telephone:  (201)  985-8300
                               Facsimile:  (201)  985-8266

With  copy  to:                Butler  Gonzalez  LLP
                               1000  Stuyvesant  Avenue  -  Suite  6
                               Union,  NJ  07083
                               Attention:  David  Gonzalez,  Esq.
                               Telephone:  (908)  810-8588
                               Facsimile:  (908)  810-0973

Any  party  may  change  its  address  by  providing written notice to the other
parties  hereto  at  least  five days prior to the effectiveness of such change.
Written  confirmation  of  receipt  (A)  given  by the recipient of such notice,
consent,  waiver  or  other  communication,  (B)  mechanically or electronically

                                       10
<PAGE>
generated by the sender's facsimile machine containing the time, date, recipient
facsimile  number  and  an  image  of the first page of such transmission or (C)
provided  by a courier or overnight courier service shall be rebuttable evidence
of  personal  service,  receipt  by  facsimile  or  receipt  from  a  nationally
recognized  overnight  delivery  service  in accordance with clause (i), (ii) or
(iii)  above,  respectively.

          c.  Failure  of  any  party to exercise any right or remedy under this
Agreement  or otherwise, or delay by a party in exercising such right or remedy,
shall  not  operate  as  a  waiver  thereof.

          d.  The corporate laws of the State of Florida shall govern all issues
concerning  the  relative  rights  of  the  Company  and the Investor. All other
questions  concerning the construction, validity, enforcement and interpretation
of  this  Agreement  shall  be governed by the internal laws of the State of New
Jersey,  without giving effect to any choice of law or conflict of law provision
or  rule  (whether  of  the  State of New Jersey or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State
of  New  Jersey.  Each  party  hereby  irrevocably  submits to the non-exclusive
jurisdiction  of  the  Superior  Courts  of  the State of New Jersey, sitting in
Hudson County, New Jersey and the Federal District Court for the District of New
Jersey  sitting  in  Newark,  New  Jersey,  for  the adjudication of any dispute
hereunder  or in connection herewith or with any transaction contemplated hereby
or  discussed herein, and hereby irrevocably waives, and agrees not to assert in
any  suit,  action or proceeding, any claim that it is not personally subject to
the  jurisdiction  of  any  such  court, that such suit, action or proceeding is
brought  in  an  inconvenient  forum  or  that the venue of such suit, action or
proceeding is improper. Each party hereby irrevocably waives personal service of
process  and  consents  to  process  being  served  in  any such suit, action or
proceeding  by  mailing  a  copy  thereof  to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good  and  sufficient  service  of process and notice thereof. Nothing contained
herein  shall  be  deemed  to limit in any way any right to serve process in any
manner  permitted by law. If any provision of this Agreement shall be invalid or
unenforceable in any jurisdiction, such invalidity or unenforceability shall not
affect the validity or enforceability of the remainder of this Agreement in that
jurisdiction  or  the  validity  or  enforceability  of  any  provision  of this
Agreement  in  any  other jurisdiction. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY
RIGHT  IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION
OF  ANY  DISPUTE  HEREUNDER  OR  IN  CONNECTION  HEREWITH OR ARISING OUT OF THIS
AGREEMENT  OR  ANY  TRANSACTION  CONTEMPLATED  HEREBY.

          e.  This Agreement, the Equity Line of Credit Agreement and the Escrow
Agreement  constitute the entire agreement among the parties hereto with respect
to  the  subject matter hereof and thereof. There are no restrictions, promises,
warranties or undertakings, other than those set forth or referred to herein and
therein.  This  Agreement,  the  Equity  Line of Credit Agreement and the Escrow
Agreement  supersede  all  prior agreements and understandings among the parties
hereto  with  respect  to  the  subject  matter  hereof  and  thereof.

          f.  This  Agreement  shall inure to the benefit of and be binding upon
the permitted  successors  and  assigns  of  each  of  the  parties  hereto.

                                       11
<PAGE>

          g.  The  headings  in  this Agreement are for convenience of reference
only  and shall  not  limit  or  otherwise  affect  the  meaning  hereof.

          h.  This  Agreement may be executed in identical counterparts, each of
which  shall be deemed an original but all of which shall constitute one and the
same  agreement.  This  Agreement, once executed by a party, may be delivered to
the  other  party  hereto  by facsimile transmission of a copy of this Agreement
bearing  the  signature  of  the  party  so  delivering  this  Agreement.

          i. Each party shall do and perform, or cause to be done and performed,
all  such  further acts and things, and shall execute and deliver all such other
agreements,  certificates,  instruments  and  documents,  as the other party may
reasonably  request in order to carry out the intent and accomplish the purposes
of  this Agreement and the consummation of the transactions contemplated hereby.

          j.  The  language  used  in  this  Agreement  will be deemed to be the
language  chosen  by  the parties to express their mutual intent and no rules of
strict  construction  will  be  applied  against  any  party.

          k.  This  Agreement  is intended for the benefit of the parties hereto
and  their  respective  permitted  successors  and  assigns,  and is not for the
benefit  of,  nor  may  any  provision  hereof be enforced by, any other Person.



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                                       12

     IN  WITNESS  WHEREOF,  the  parties  have  caused  this Registration Rights
Agreement  to  be  duly  executed  as  of  day  and  year  first  above written.

                                        COMPANY:
                                        ITS  NETWORKS  INC.

                                        By:
                                           -------------------------------------
                                        Name:  Gustavo  Gomez
                                        Title:  President  and  CEO


                                        INVESTOR:
                                        CORNELL  CAPITAL  PARTNERS,  LP

                                        By:  Yorkville  Advisors,  LLC
                                        Its:  General  Partner

                                        By:
                                           -------------------------------------
                                        Name:  Mark  Angelo
                                        Title:  Portfolio  Manager



                                       13
<PAGE>
                                                                       EXHIBIT A

                        FORM OF NOTICE OF EFFECTIVENESS
                            OF REGISTRATION STATEMENT


[TRANSFER  AGENT]
Attn:

          Re:     ITS  NETWORKS  INC.

Ladies  and  Gentlemen:

     We  are  counsel  to  ITS  Networks  Inc.,  a  Florida  corporation  (the
"Company"),  and  have  represented  the Company in connection with that certain
Equity  Line of Credit Agreement (the "Equity Line of Credit Agreement") entered
into  by  and  between  the  Company  and  Cornell  Capital  Partners,  LP  (the
"Investor")  pursuant  to which the Company issued to the Investor shares of its
Common  Stock,  par  value $.001 per share (the "Common Stock"). Pursuant to the
Equity  Line  of  Credit  Agreement,  the  Company  also  has  entered  into  a
Registration  Rights  Agreement  with  the  Investor  (the  "Registration Rights
Agreement")  pursuant  to  which  the  Company  agreed,  among  other things, to
register  the  Registrable  Securities  (as  defined  in the Registration Rights
Agreement)  under  the  Securities Act of 1933, as amended (the "1933 Act").  In
connection  with  the  Company's  obligations  under  the  Registration  Rights
Agreement,  on  ____________ ____, the Company filed a Registration Statement on
Form  SB-2  (File No. 333-_____________) (the "Registration Statement") with the
Securities  and  Exchange  Commission  (the  "SEC")  relating to the Registrable
Securities  which  names  the  Investor  as  a  selling  stockholder thereunder.

     In  connection with the foregoing, we advise you that a member of the SEC's
staff  has  advised  us by telephone that the SEC has entered an order declaring
the  Registration  Statement  effective  under  the  1933  Act at [ENTER TIME OF
EFFECTIVENESS]  on [ENTER DATE OF EFFECTIVENESS] and we have no knowledge, after
telephonic  inquiry  of  a  member  of  the  SEC's  staff,  that  any stop order
suspending  its  effectiveness  has been issued or that any proceedings for that
purpose  are  pending  before,  or  threatened  by,  the SEC and the Registrable
Securities  are  available  for  resale  under  the  1933  Act  pursuant  to the
Registration  Statement.

                                        Very  truly  yours,

                                        [ISSUER'S  COUNSEL]


By:
cc:     Cornell  Capital  Partners,  LP




                                       14

<PAGE>
                                                                    EXHIBIT 10.3

                        CONTRACT OF PROFESSIONAL SERVICES

In  Marbella  at  March  sixteen  both  thousand  two.

     GATHERED OF A PART, ITS NETWORKS (from now on. ITSN.), company of domiciled
telecommunications  and  registered  in  USA, and your branch in Spain under the
name  of  ITS Europe, S.L. (from now on. ITSE.), both represented in this act by
Mr.  Frederick Cohen, in your condition of Unique Administrator (from now on the
Companies).  OF  ANOTHER  PART  the gentleman gift GUSTAVO G"MEZ SANCHEZ, bigger
than  age, of Spanish, married nationality, with home in the Street Espalmador N
2, you Touch Them (Madrid), and with identification card of identity 14.301.513K
(from  now  on  the.  Professional.).

     The  parts  are recognized m tuamente your legal capacity to formalize this
CONTRACT  OF  PROFESSIONAL SERVICES (from now on the. I Hire.), and I. EXPOSES -
That the Companies have arrived to a verbal agreement with the Professional with
respect  to the recruiting of the services of this with the purpose of improving
the  financial  results  of  the  Companies.

          II.  That  the  Professional has accepted your appointment verbally in
          President's position and Vicarial Consultant of the companies ITSN and
          ITSE,  the  day  January  29  the  2002.

          III.  That  the  Companies  want  to formalize the appointment and the
          conditions  associated with the appointment through this agreement and
          also  to  fix  the beginning date by the middle of March of 2002, with
          base  to  the  following  ones:  STIPULATIONS  FIRST. Responsibilities

     The  Professional's  main  objective  will  be to increase the price of the
actions  of  the  Companies  and  I eat consequence to increase the value of the
shareholder's  investment.  To  such  an  end,  the  Professional  will take the
responsibility  and  you  will  carry  out  the  following  activities:

     To  mount  a  new  office  and  infrastructures in Madrid to Develop and to
Generate  new business to Create a new team directive to Reorganize the existent
business  from ITSE to insole level and you structures to Optimize the processes
and  to develop new to Control the costs and expenses to Prepare a new strategic
plan and financier to Try to attract new investors to ITSN to Settle down and to
negotiate the relationships with potential investors to Identify and to evaluate
companies  candidates  to  be  acquired  to  Lead  the  process  of valuation of
companies  candidates  to Inform the shareholders regularly to Represent ITSN in
official acts to Develop and to implement the marketing of the Companies to Look
for  new  business opportunities to Be the legal representative of the Companies
SECOND.  Minimum  retribution


<PAGE>
     The Professional will receive a minimum retribution of 121.000 annual Eurus
divided  in  12  monthly  payments.  The  Professional will bill this quantities
through  a  company of which is proprietor.  The quantities will be increased by
the corresponding tax of the IVA required by law. This fixed retribution will be
revised  at  the  beginning by the Professional and the Company of every natural
year and they will be carried out the appropriate adjustments and agreed in that
moment.

THIRD.  Variable  retribution

     The  Professional  will  receive  a  variable  retribution of other 121.000
Eurus,  based  in  the  I  execute  of  each  one  of  the following objectives:

     To  reach  a level of net profit of a million dollars in ITSE at the end of
the  year  2002

     To  achieve that the action of the Company ascends at least up to $3 US for
final  of  the  2002

     To  obtain  $5 millions at least US of additional investment in ITSE at the
end  of  the  2002 These variable quantities you will get paid to final of year,
once closed the accounting, and you will also get paid through the generation of
invoices  emitted  by  the  company  of  which  is  proprietor the Professional.

     In case the objectives are completed partially, the Companies will consider
the  partial  payment of the variable retribution. The annual objectives will be
negotiated  during  the  month  of  January  of  every  year.

     The  company  guarantees an injection of capital of a million Eurus for the
obtaining  of  the  objectives.    This  amount  will  go  putting   on  to  the
professional's  in  a  proportional  way  disposition  every  three  months.

     You  remembers  to present to FIDESO, S.L a state of bills monthly, as well
as  the  opportune  documental  supports  to  the  object  of proceeding to your
analysis  and  revision,  acting  as  the  shareholders'  representative.

FOURTH.   Long  term  incentives

     The  Professional will participate in all the long term plans of incentives
of  the  Companies (options on actions, funds, etc.) under similar conditions to
those  of  the  other  members  of  the  executive  team.

     Since  in  the  moment  of the signature of the present agreement a Plan of
Options  doesn't exist on Actions inside the Companies, you will be provided the
Professional  the  quantity  of  250.000  actions of ITSN emitted in USA.  These
actions  won't  be  been  able  to sell on the part of the Professional during a
period  of 18 months from the date of the signature of this agreement.  Any rate
or expense generated by the transmission of these actions will be assumed by the


<PAGE>
Professional.

     The  Companies,  to your discretion, will be able to in any moment to award
to  the  Professional  additional  actions  of  ITSN  in  incentive  concept  or
compensation.

FIFTH.  Car  of  Company

     The Professional will be entitled to the use of a vehicle of company of the
category  and  conditions  defined  by   the  Companies  for  your  level.   The
Professional  gives  up  your  right to the vehicle during the first year of the
contract  (until  March  2003).  After  the first year, the Professional and the
Companies  will  revise  the results of the exercise and they will determine the
applicability  of  the  enjoyment  of  this  benefit.

SIXTH.  Non  Competition

     During  the duration of this contract, the Professional won't carry out any
activity  that  you  can consider direct competition of the Companies or of your
branches  without the expressed consent and in writing of these.  Even after the
conclusion  of this agreement, the Professional won't contact the clients of the
Companies  with  the  purpose  of  deviating  business  to  other  entities.

     The  Professional  is  free  of  publishing  books,  articles,  or  another
material,  in  any  format,  being  the  topic  that  is,  and  maintaining  the
intellectual  right   and  the  honorarium  perceived   as  retribution  by  the
publication.

SEVENTH.  Grant  of  powers

     The  professional will grant the powers that are necessary to the object of
to  execute  the  obligations  picked  up  contract  presently  and  to make the
necessary  decisions  in  the  best  interest  in  the  Company.

OCTAVE.  Confidentiality

     The  professional will maintain total confidentiality about the information
that  you receives or obtain of the Company, even that information that has been
included in analysis, summaries, formless studies or any other document prepared
by  the  Company or your representatives. The Professional won't facilitate this
information,  in  everything  or partly, to anyone person or entity, I save with
the  expressed  consent  of  the  Company.

     Once  concluded  the  contract, the Professional will give to the Companies
any  type of confidential information contained in analysis, summaries, studies,
reports,  included  your copies, be already in computer supports, computerizados
or  electronic.

NOVENA.  Duration

     Both  parts  agree  that the present contract will have indefinite duration
TENTH.


<PAGE>
Rescission

     Both parts agree that the Company will be able to give had extinguished the
present  contract  in  any  moment, independent of the cause of such a decision,
having the right Professional to perceive an equivalent compensation to 6 months
of  the  minimum  honorarium  specified  in  the  stipulation  second  previous.
Additionally  this  unilateral  resolution  will  suppose the acquisition of the
actions  that  you/they  were pending in your case of formalizing, to those that
the  Professional  has  agreement  right  with that foreseen contract presently.

     In  the  supposition  that  to  the finalization of the FIRST TEN MONTHS of
validity  of  the present contract, to count from the signature of the same one,
the  Bill  of  Losses  and  Earnings  were not balanced (that is to say that the
revenues  didn't  go  superior  or similar to the expenses), the Company will be
able  to  cancel  in  an unilateral way the contract without paying compensation
some,  and  without  damage  of  the  notification  foreseen  in the stipulation
eleventh  and  of  the  payment  of  the  honorarium  yielded to the date of the
rescission.

     In  the  bill  of results that you is elaborated to the effects foreseen in
the  previous paragraph they won't be included in expenses those departures that
are  paid  with  position  to  the  million  of  budget Eurus to which one makes
reference  in  the  stipulation  third  in you dies.  Any quantity of additional
financing  that is captured by the Professional will receive the same treatment,
whenever the same one is contributed under the nature of funds characteristic of
ITSN  or  ITSE.

     Both parts, in test of your good contractual faith, commit to not beginning
legal  performances between them if the terms of rescission of the contract they
are  respected.

ELEVENTH.  Rescission  notification

     Both  parts agree that in the event of unilateral rescission of the present
contract,  for  anyone  of  the  parts he/she will have to mediate notice of one
month.  Of not being respected this term on the part of the Company, and without
damage  of  the  payment  of  the compensation foreseen in the stipulation tenth
previous  in  the  cases  in  that this you is reasonable, the Professional will
perceive  an  equivalent  compensation  to  a  minimum  month  of  honorarium of
agreement  with  the  amount  settled  down  in the stipulation second previous.

TWELFTH.  Control  change

     Both  parts  agree that in the supposition of change of control of ITSE for
the current shareholders, the Professional can cancel the present contract being
entitled  to:

     a)  an  equivalent  compensation  to  6  months  of  the minimum honorarium
specified  in  the  stipulation  second  previous

     b)  the  acquisition of the actions that you/they were pending in your case
of  formalizing,  to  those  that the Professional has agreement right with that
foreseen  presently  hires

<PAGE>

     c)  to  the  notice  foreseen in the stipulation eleventh previous from the
date  in  that  you  puts in knowledge of the Company your will of canceling the
contract  THIRTEENTH.  Jurisdiction

     Both  parts  agree  that  any  conflict  that originates with reason of the
interpretation  or  execution  of  the present contract will be subjected to the
jurisdiction  of  the  Tribunals of M laga and hierarchical superiors, giving up
both  parts  any  other  jurisdiction  that  could  be  you  of  application.


FOURTEENTH.  Notifications  The notifications that have to make will be remitted
by  conduit  fehaciente.

     The  parts  designate  to  effects  of  notifications  the following homes:

THE  COMPANY                           THE  PROFESSIONAL
Edif.  Marina  Marbella  3  A          Street  Espalmador  2
Avda.  Severe  Ochoa,  28              Las  Rozas
29600  Marbella                        28290
M  LAGA                                MADRID

     Both  parts  in test of conformity with the content of the present contract
ratify it and they sign in all your leaves in two equally original copies and to
a  single  effect  in  place  and  date  mentioned  in  the  heading.



--------------------------------
ITS  NETWORKS
ITS  EUROPE,  S.L.
Represented  by
Fdo.:  Frederick  Cohen

--------------------------------
Fdo.:  Gustavo  Gomez  Sanchez











<PAGE>
                                                                    EXHIBIT 99.1



                   CERTIFICATION PURSUANT TO 18 U.S.C. 1350
         (As adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002)

For  the  Quarterly  Report of ITS Networks, Inc. (the "Company") on Form [10-Q]
for  the  period  ended  June  30,  2002  (the  "Report"), the undersigned Chief
Executive  Officer  and  Chief  Financial Officer of the Company hereby certify,
pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act
of  2002,  that based on their knowledge: (i) the Report fully complies with the
requirements  of  Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
and  (ii)  the  information  contained  in  the  Report  fairly presents, in all
material  respects,  the  financial  condition  and results of operations of the
Company  as  of  and  for  the  periods  covered  in  the  Report.


Dated:  August 19, 2002
        ---------------
                                        By:/s/Gustavo Gomez
                                           -------------------------------------
                                        Name:  Gustavo  Gomez
                                               Chief Executive Officer



                                        By:/s/Martin Becerra
                                           -------------------------------------
                                        Name:  Martin Becerra
                                               Chief Financial Officer