Exhibit 10.1

                          Private Stock Swap Agreement
                          ----------------------------

In  Madrid,  November  11,  2002

                                 BY AND BETWEEN

On  the  one  side, Mr. GUSTAVO GOMEZ SANCHEZ, a Spanish national, of legal age,
married,  with address in Madrid, Calle Villanueva 16, 5 Planta holding National
Identification  Card  Number  14301513-K.

On  the  other  side,  Mr. NICOLAS MARIA BODO BARON VON BRUEMER, of legal age, a
German  national,  single,  with  address  at  Marbella  Club, Urbanizacion Sta.
Margarita-Sta. Barbara, in Marbella (Malaga), holding Resident's and Foreigner's
Identification  Card  Number  X-0977758-M.

And  Mr.  ALFONSO  NICOLAS  DE  BORBON YORDI, of legal age, a Spanish national,
single,  with  address  in  Madrid,  Calle  Roncal  No. 5 and  holding  National
Identification  Card  Number  51063523-G.


                                     ACTING

     -    Mr. Gustavo Gomez Sanchez,  in  the name and on behalf of ITS NETWORKS
          INC., a  US  company with registered offices at 1200 South Pine Island
          Road,  Plantation,  Florida  33324,  validly  and  duly  incorporated
          according  to  the  laws  of  the  State of  Florida  (U.S.A.)  and
          duly registered with number  P98000098356  in the Companies  Registry,
          in  the State of Florida (U.S.A.). He acts hereby with the powers of
          attorney granted by the aforementioned company attached as Schedule I.

     Hereinafter  referred  to  as  "ITS".

     -    Mr.  Alfonso  Nicolos  de  Borbon  Yordi, in his own name and on his
          own behalf.

     -    Mr. Nicholas Maria Bodo, Baron Von Bruemmer, in his own name and on
          his own  behalf  and  in  the  name  and  on  behalf  of:

          The  Company  IMBUEHL INMOBILIEN-UND FINANZ, A.G., with registered
          offices at CH 2601  ZUG,  Chamerstr,  14,  incorporated on April 13,
          1961, and recorded in the Companies  Registry  of  Switzerland  with
          number  ZUG  170.3.018.119-9.

          The  Company  "COMPOSTELLA  STIFTUNG",  with  registered  offices  in
          Liechtenstein, Aeule  Strasse,  5,  FL  9490,  Vaduz.

          The Company "OPTA Ltd.", with registered offices at 5 Bridge Road
          Business Park, Bridge Road Haywards Heath W. Sussex RH161TV, recorded
          in the Companies Registry with  number  2522439.

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          Mr.  JEAN-MARC  VUILLE, a Swiss national, with business address in the
          city of Zollikon, CH-8702, Switzerland  at  Calle  Dufourstrasse,  58,
          holding  valid passport  number  0181283.

          The  Company  "MULTIMEDIA  SPORT  PRODUCCIONES, S.L.", with registered
          offices  in Madrid,  at Calle Conde Penalver number 61 with National
          Tax Identification Code Number  B-82.730.904.

          The  company  "OLACAPITAL, S.L.", with registered offices in Marbella,
          at  Avenida Severo  Ochoa,  number  28,  Edificio  Marina  Marbella
          with  National  Tax Identification  Code  Number  B-92206101.

          And the following individuals whose personal details are stated in the
          relevant powers of attorney attached to this Agreement as Schedule II:

     -    Alejandra  de  Borbon  Yordi

     -    Leon  Toran

     -    Arne  Jessen  Rubio

     -    Gonzalo  Hamparzoumian  Arango

     -    Jose  Manuel  Ortiz  Otz

     -    Carlos  Luis  Alvarez  Gonzalez

     -    Francisco  de  Borja  Baza  Segimon

     -    Ivan  Maria  Basa  Segimon

     -    Jaime  Eduardo  Colomer  Rios

     -    Cristina  Cortes  Rivas

     -    Matias  Cortes  Rivas

     -    Pilar  Cortes  Rivas

     -    Gonzalo  Chavarri  Figueroa

     -    Maria  Fraile

     -    Jose  Maria  Garcia  Fraile

     -    Beatriz  Guerrero  Delgado

     -    Ignacio  Ledesma  Vaquero

     -    Emilio  Jesus  Mejia  Fernandez  de  Velasco

     -    Diego  Ocana  Mata

     -    Montserrat  Ramirez

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     -    Maria  del  Carmen  Rivas  Gomez

     -    Fernando  Rodriguez  Garcia

     -    Maria  Jose  Palomo  Cano

     -    Luis  Carlos  Perez  Mostajo

     -    Barbara  Ocana  Mata

     -    Angel  Luis  Sierra  Gomez

Mr.  Nicholas  Maria  Bodo,  Baron Von Bruemmer  acts by virtue of the powers of
attorney  granted  by  the individuals and companies mentioned above, which have
been  attached  hereto  as  Schedule  II.

Mr.  Nicholas  Maria  Bodo, Don Alfonso de Borbon Yordi, and all the individuals
represented  by  Mr. Nicholas Maria Bodo, are hereinafter jointly referred to as
the  MAJORITY  SHAREHOLDERS  OF  TELECONNECT.  The  MAJORITY  SHAREHOLDERS  OF
TELECONNECT  own  shares  that represent 90.96 per cent of the stock capital and
voting  rights  of  TELECONNECT COMUNICACIONES, S.A. (hereinafter referred to as
"TELECONNECT").

The  parties  appearing hereby, in the positions in which they respectively act,
make  the  following

                                REPRESENTATIONS

III.1     Representations  by  ITS:  ITS  states that, in order to carry out its
          wishes,  it  has  particularly  valued  the  fact  that  the  MAJORITY
          SHAREHOLDERS OF TELECONNECT guarantee the truth of the representations
          regarding  TELECONNECT made in this AGREEMENT and on its behalf
          represents and guarantees the following to  the  shareholders  of
          TELECONNECT:

III.1.1.  Incorporation  and  authority: ITS is a company, duly organized and
          validly  existing,  with  a good status under the laws of the State of
          Florida.  It  holds  the  corporate  authority  and  all  the material
          government  licenses, authorizations, permits and approvals to own its
          property  and  to  carry  out its business, as it has been doing up to
          now, duly qualified to perform its business and with a good status for
          the  nature  of  its  activities  in  all  the jurisdictions that such
          qualifications  are  required.

III.1.2.  Corporate authorization: Entering into, delivery and performance of
          this  Agreement,  and  the  transactions  included therein, within the
          corporate  authority  of  ITS,  has been duly approved by the Board of
          Directors.  No other approval or authorization is required therefor by
          the  shareholders  of ITS nor any additional corporate action that has
          not  already been obtained. The Agreement is a legal obligation and is
          validly  binding  regarding ITS, and enforceable pursuant to the terms
          and  conditions  therein,  unless  this  has  been  restricted  due to
          bankruptcy,  insolvency,  reorganization  or  other  related laws that
          affect the enforcement of creditors' rights and the obligations of
          debtors.

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III.1.3.  Capitalization:  The  authorized stock capital of ITS consists of a
          single  class of 50,000,000 common shares, with a par value of $ 0.001
          each,  of  which  25,263,870 shares are issued and pending at present;
          one  class  of  5,000,000  Convertible  Preferential  Shares, of which
          1,500,000  are  convertible preferential shares of Series A, without a
          par  value,  which  were issued and are still pending. All the pending
          shares  of  the  common stock of ITS have been duly issued, fully paid
          up,  may not be encumbered and free of any preemptive rights, pledges,
          encumbrances,  liens,  claims,  legal  actions and restrictions of any
          kind.

III.1.4.  Registration,  Information  and  Financial Situation: ITS has fully
          and  accurately  submitted, in all their aspects, all tax or statutory
          reports,  records  and  statements  required  by  the  government
          authorities, fulfilling all the material aspects of applicable laws or
          regulations.  Within  a term of two months, counted from the date this
          AGREEMENT  is  signed,  ITS shall draw up and deliver the following to
          TELECONNECT  (i) the audited statements of the assets, liabilities and
          taxable  base  on  the  capital  revenue  of  ITS  and  the  relevant
          statements on profits, expenses and accumulated profits for the period
          ending  on  June  30,  2002,  drawn up according to generally accepted
          accounting  principles  ("GAAP"),  applied  in a congruent manner; and
          (ii) the federal tax return for the company ITS for the financial year
          closed  on  September  30,  2001.

          Such  financial  statements  and  returns  provide a fair image of the
          assets,  liabilities  and capital of ITS and its profits, expenses and
          accumulated  profits for the relevant period. The books and records of
          ITS  are  complete and correct in all their material aspects, and have
          been  kept  in  accordance  with  suitable  corporate  practices  and
          accurately  show  the  basis of the financial situation and profits or
          losses  from  ITS  business  in  all  material  aspects.

III.1.5.  Lack of material assets and liabilities: On the date this Agreement
          is  signed,  ITS  has  no  liabilities  of  any  kind, either accrued,
          absolute,  contingent  or of any other kind, neither materially due or
          that will be due, for ITS and of any nature that should be stated in a
          balance  sheet  or  the  notes thereto, drawn up pursuant to the GAAP,
          which  are  not revealed or forecast in the balance sheet of ITS drawn
          up  for  the  financial  year closed on September 30, 2001 and in Form
          10-QSB  for  the  period  closed  on  June  30,  2002.

III.1.6.  Legal  actions:  There  are no proceedings, claims or legal actions
          pending in any court, commission or other authority nor, as far as ITS
          is  aware, which are threatened to be brought that ITS is involved and
          which  (a)  are not fully covered by an insurance policy or (b) if the
          results  are  against the interests of ITS, they would mean an adverse
          material  effect  on  the business, properties or transactions of ITS,
          except that stated in its Report in Form 10-KSB for the financial year
          closed on September 30, 2001. ITS is not aware of any reasonable cause
          for any other action, claim or proceedings to be brought. There are no
          investigations  pending,  or that ITS is aware of, that are threatened
          to  be  brought  by  any  body,  agency  or  public  or  governmental
          authorities  that  affect  ITS.

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III.1.7.  Non-infringement;  Fulfillment  of  the  law:  ITS holds full legal
          rights,  powers  of  attorney  and  legal authority to enter into this
          Agreement  and to take part in the transactions as they are planned to
          be  carried out. Neither entering into this Agreement nor the delivery
          and  performance  thereof,  nor  carrying  out such transactions could
          imply  termination,  cancellation or early enforcement of any right or
          obligation  of  ITS,  nor  do  they imply any breach, contradiction or
          failure  in  fulfillment  of  the  terms,  conditions  or  provisions
          of  the deed of incorporation or the by-laws of ITS, nor any provision
          of  any document, mortgage, pledge, credit agreement, deed, law,
          order, ruling, decree, arbitration  decision, regulation, rule or
          other legal restriction, which ITS is party to or whereby such company
          or any of its properties is or could be related to.  ITS  does  not
          breach any applicable provision of any law, statute, rule, regulation,
          administrative interpretation, order, policy or decree of any court
          or governmental or administrative  authority,  which may be applicable
          to the company  or any of its properties, and that are offences that
          do not have or may not  be  reasonably  expected  to  have,  either
          individually or as a whole, an adverse  material  effect.  ITS  has
          been granted all the permits, licenses, certificates of authorization,
          orders and approvals, and it has carried out all the  actions  and
          made  all  the applications and registrations to the relevant federal
          governmental or statutory, state, local or foreign bodies so that it
          may perform  its  business  activity,  except the permits, licenses,
          certificates of authority,  orders,  assessments, procedures,
          applications or registrations, the absence  or  non-performance of
          which could not reasonably be expected to result in  a  material
          adverse  effect.  Such  permits,  licenses,  certificates  of
          authorization,  orders and approvals are fully valid and in force
          and, as far as ITS  is aware, there is no risk of suspension or
          cancellation of any of them and all  such  reports and registrations
          are up to date in all the material aspects, except  those,  the
          absence or non-performance of which could not reasonably be expected
          to  result  in  a  material  adverse  effect.  There  are  no  pending
          investigations  regarding  ITS by any government agency, as far as ITS
          is aware, that could be imminently brought and that, as far as ITS is
          aware, no government agency  has stated its intention to carry out any
          investigation, the results of which  could  imply a material adverse
          effect on the business, income, liquidity or  financial  situation  of
          ITS.

III.1.8.  Health  and  Safety,  Environmental  Pollution  and  Contamination
          Control:  As  far  as ITS is aware, it fulfils all the applicable
          federal, state and  local  laws  and rules  regarding health, hygiene,
          pests, disinfection and de-rodent  treatment,  waste  dumping,
          environmental pollution and contamination control,  with  no
          limitations, all the laws and rules have been fulfilled that govern
          production, use, collection, treatment, storage, transport, recycling,
          disposal, unloading  or  dumping food products or toxic materials.  It
          has never been  alleged  that ITS infringes, nor is subject to any
          legal or administrative proceedings  under  such laws  or regulations,
          either now or at any time in the last  three  years  that  have  not
          been  duly  settled.

III.1.9.  Negotiations  and  commission: All the negotiations related to this
          AGREEMENT  and  the transactions included therein have been directly

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          carried out by  ITS with TELECONNECT. No party, that ITS is aware of,
          has been involved that could  give rise to any valid claim against any
          of the parties of the agreement, regarding  brokerage  commission,
          overdraft  commission or payment of any other kind.

III.1.10. Government  Authorization  and  Permission:  No  authorization,
          approval  or  consent  is  required  by any body, authority, person or
          public or governmental  institution  that  has  not  already been
          obtained so that ITS may acquire  the  shares  of  TELECONNECT,  as
          stipulated  in  this  AGREEMENT.

III.1.11. Accuracy  of  the  Representations  and  Guarantees:  None  of the
          representations  and  guarantees  made  by  ITS  in this document or
          any written representation or certificate provided, or that must be
          provided by ITS pursuant thereto,  contains  or  will  contain any
          false declaration regarding a material fact,  nor  that omits nor will
          omit a material fact required for the statements made  to  be
          misleading,  in view of the circumstances in which they were made.

III.1.12. Documents  provided  to  TELECONNECT:  There  are  no obligations,
          agreements,  leases,  commitments,  policies,  contracts, easements or
          documents related  to ITS that have not been provided to TELECONNECT.
          All the obligations, agreements,  office  leases,  commitments,
          policies,  relationships, contracts, clauses,  forms,  easements  or
          deeds, which  have  materially  meant that the transactions, the value
          or use of the tangible assets of ITS are fully valid and in force;  no
          part  of any document implies a material conflict with any other part
          thereof, either due to breach of contract or lack of fulfillment of
          any of its  obligations stated therein; no fact, event or circumstance
          has arisen that, due  to the passing of time or notification, or both,
          implies breach of contract or  infringement  thereof; no part of any
          document has been notified or is there any risk of notification of any
          proceedings to settle, cancel, withdraw or bring legal remedy
          regarding any deed; entering into and performing this AGREEMENT and
          carrying  out  the transactions stated therein do not imply a breach
          of contract or  infringement,  nor  imply any offence under the
          provisions of any deed, law, ordinance,  order, regulation, decree or
          rule applicable to ITS or the assets of ITS  that  could  give  rise
          to  a  material adverse effect for ITS or its most important  assets.

III.1.13  Shareholding:  ITS  holds  THREE  MILLION (3,000,000) shares of the
          shareholders' equity,  representing  12  per cent of its current stock
          capital.

III.2     Representations  by  the  MAJORITY  SHAREHOLDING  OF  TELECONNECT:
The MAJORITY SHAREHOLDERS OF TELECONNECT states that in order to carry out its
wishes, it has particularly valued the fact that ITS guarantees the truth of the
representations  regarding  ITS,  made in this AGREEMENT, and on ITS behalf they
represent  and  guarantee  the following  to  the  shareholders  of  ITS:

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III.2.1.  Composition of TELECONNECT's stock capital: TELECONNECT's stock
capital is  currently  divided  into  29,650,724 common  stock, validly  issued,
fully subscribed  and  paid  up.  All  the shares that are irrevocably
transferred, by virtue  of  this  AGREEMENT, are  free from any liens and
encumbrances, with no limitation whatsoever  that  could  affect  them  from
being  fully and freely transferred.

III.2.2.  SHAREHOLDING: The MAJORITY SHAREHOLDERS OF TELECONNECT are the true
and legitimate  holders  of the SHARES  with  full ownership thereof (economic
and political  rights), which are duly transferred by virtue of the documents
and in that  provided  as  stated  in  Schedule  III.

III.2.3.  Holdings  in  other  companies: TELECONNECT is the sole partner of the
company  TELECONNECT  LABS,  S.A.,  SOLE MEMBER COMPANY, with a stock capital of
255,965.90 Euros, duly incorporated and recorded in the Companies Registry of
Madrid, in Volume 14.000, Book 0, Folio 30, Section 8, Sheet M-229580,
registration 1.  Likewise,  each  and  all  of  the agreements  adopted by the
company boards of TELECONNECT  LABS,  S.A. have been duly recorded in the
Companies Registry, the latter having paid all the costs, fees and taxes related
to the formalities and registration  of  such  agreements,  except  those  that
are  still pending registration  as  stated in the "report on the legal aspects"
attached hereto as Schedule V and that both parties state  they are  aware  of.

TELECONNECT  is also the sole partner of the company OLACOSTA, S.L., SOLE MEMBER
COMPANY,  with a  stock capital of  3,005.06 Euros, duly incorporated and
recorded in the Companies Registry of Madrid, in Volume 15,344, Book 0,
Folio 91, Section 8, Sheet M-257301, registration 1. Likewise, each and all of
the agreements adopted by the  company  boards  of  OLACOSTA,  S.L.,  have  been
duly recorded in the Companies Registry, the latter having paid all the costs,
fees and taxes related to the formalities and registration of  such  agreements.

Except  for  that  stated  above,  TELECONNECT:

     a)  Does  not  hold,  either  directly  or  indirectly,  any  interest  in
         a  company or  institution,  nor has any relationship with other
         parties nor belongs to any joint  venture  or  economic group;

     b)  Does not take  part  in  any  governing body or hold any representation
         whatsoever  in any company or institution, not even in that of
         TELECONNECT LABS, S.A.,  nor  does  it  take part  in the  management
         of any civil or commercial business;

     c)  Has not acquired or transferred shares of a listed company representing
         a holding  equivalent  to or higher than 5 per cent or successive
         multiples in the stock  capital  thereof;

     d)  Has  no  cross  or  circular  shares  nor  any others that could
         infringe company  legislation  in  force.

III.2.4. Licenses:  TELECONNECT  has  been  granted all the pertinent licenses,
permits and  authorizations  to  perform  its  business.  There  are  no pending
procedures  that  could  imply  revocation or limitation of any of such permits,

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licenses,  approvals  and  authorizations,  nor that  could  imply  any kind of
conditions  or  supplementary obligations to keep or transfer them that did not
exist at the time of their being granted; Except for that mentioned in the
Telefonica document attached hereto as Schedule XIV. TELECONNECT is not bound to
make any  additional  payments  to  fulfill  or  continue to  fulfill any  law.

III.2.5.  Financial statements: the FINANCIAL STATEMENTS show a true and
faithful image  of the equity and the profit or loss situation of TELECONNECT on
July 31, 2002.  Likewise, up to the date of this AGREEMENT, the management of
TELECONNECT has  been  performed with the normal care, and the current
transactions have all been  concluded  in normal conditions and at market price,
or no other fact has taken place,  regardless  of  its  nature,  that  could
negatively  affect the situation  of  TELECONNECT.

III.2.6.  Non-acceptance  of  HIDDEN  LIABILITIES or contingencies: ITS does not
accept  any  HIDDEN  LIABILITY  or  contingency  that:

     (i)  Is  not  duly  stated  in  the  FINANCIAL  STATEMENTS  contained  in
          Schedule  V.

    (ii)  Is  not  expressly  stated  in  this  AGREEMENT.

          Is  not  expressly  set  forth  in the "Report on legal aspects" of
          TELECONNECT, contained  in  Schedule VI, nor in the "Due Diligence" by
          drawn up by Transforma Capital, attached as Schedule VII, nor in the
          tax and labor reports referred to below  and  contained in Schedules
          VIII and IX, nor in Schedule X, respectively

In such a manner that all the HIDDEN LIABILITIES and contingencies, except those
stated  above, shall be the sole liability of the parties acquiring ITS shares,
by virtue  of  this  AGREEMENT.  In  particular, the  MAJORITY SHAREHOLDERS OF
TELECONNECT  represent and guarantee that all the debts payable on the date
this AGREEMENT is  signed  have been  duly  paid,  except  those  stated  in

     (iii)  Schedules  IV  to  X,  all-inclusive.

HIDDEN  LIABILITIES  shall  be deemed to mean any false, inaccurate or incorrect
statement,  both in the representations made by the MAJORITY SHAREHOLDERS OF
TELECONNECT in this AGREEMENT, whether known or not by the MAJORITY SHAREHOLDERS
OF TELECONNECT and in the FINANCIAL STATEMENTS, which could result in payment or
payments needing to be made or planned payment or payments not being received by
TELECONNECT, thus they  may  not have been taken into account to determine the
value  of the  SHARES  and:

     a)  in  this  AGREEMENT  that  imply  any  lack  of  knowledge,  omission
     or concealment of  a contingency, liability, obligation, duty or commitment
     of any kind, debt, charge,  tax,  fee  or contribution of any kind, Social
     Security payment, fine, interest,  or  any  other  harm  or financial or
     economic damage, including that derived  from  loss of profit incurred
     or that could be incurred by TELECONNECT;

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     b)  is not stated in the FINANCIAL STATEMENTS or with due provisions
     therefor, or expressly  stated  in  any  of  the Schedules  of  this
     Agreement.

     c)  and  the  cause  or  origin is before November 12, 2002, even
     though it arises or is known or claimed  on  a  later  date.

In addition,  for  the purposes of this AGREEMENT, the amount of TELECONNECT's
net debt,  which  exceeds  2,200,000  Euros on the date of this AGREEMENT, shall
be regarded as a  HIDDEN  LIABILITY.

III.2.7.  Taxes: Except for that stated in the tax report attached as Schedule
VIII,  TELECONNECT has made all its declarations and assessments in due time and
manner,  and  is  therefore  up  to  date  in  all  its  tax  obligations.

III.2.8.  -  Legal proceedings: TELECONNECT is a defendant party in the lawsuits
listed  in  Schedule  X.

III.2.9.  -  Labor  aspects:

a. - Employees: Except for that stated in the labor reports attached as Schedule
IX,  TELECONNECT fulfills and has fulfilled all the laws and obligations derived
from  the  pension and social security systems or rules and regulations that may
be  applicable  regarding  employment  and  labor  practice,  including  all the
collective  bargaining  agreements  and  has  no  outstanding  or  unpaid  labor
obligations.

b.  -  Severance  payments: All the labor contracts terminated up to the date of
this  document  have  been  suitably  settled  and  paid  up.

c. - Salaries, withholding and contributions: TELECONNECT is up-to-date with all
its  salary  obligations,  except for those listed in Schedule IX and which both
parties  state  they  are  aware  of.

III.2.10.- Information provided to ITS: the MAJORITY SHAREHOLDERS OF TELECONNECT
have  informed  ITS  of  all the information that could be considered reasonably
relevant or material for the purpose of assisting ITS in forming its opinion and
adopting  a decision to acquire all the stock capital of TELECONNECT in exchange
for  the  agreed  consideration.

III.2.11.  -  Prior  Due  Diligence:  the  financial,  legal, and accounting due
diligence  of  TELECONNECT  carried out by ITS, prior to signing this AGREEMENT,
was  based  on  the  documents  that  had  been  provided to ITS by the MAJORITY
SHAREHOLDERS  OF TELECONNECT, therefore it is expressly stated that carrying out
the  aforementioned  due  diligence  by  ITS does not limit the liability of the
MAJORITY  SHAREHOLDERS  regarding  HIDDEN  LIABILITIES.

III.2.12.  -  Shareholding: the MAJORITY SHAREHOLDERS OF TELECONNECT are holders
of  the shares representing 90.96 percent of the stock capital and voting rights
of  TELECONNECT.

III.2.13.-  Termination  of  agreements  with  ASSOCIATED  PARTIES: The MAJORITY
SHAREHOLDERS  OF  TELECONNECT  state  that  all  the  financial  and  economic
agreements,  contracts  and clauses and of any other kind signed between, on the
one  side,  TELECONNECT,  and,  on  the other side, the MAJORITY SHAREHOLDERS OF

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TELECONNECT  or  any  ASSOCIATED  PARTY  thereof,  on  the  date of signing this
AGREEMENT have been terminated and there is no cost, liability or obligation for
payment  held  by  TELECONNECT, pending settlement by virtue thereof, except the
Service  Agreement  authorized in the public deed dated January 29, 2001, by the
Notary Public of Madrid, Mr. Jose Angel Martinez Sanchiz, with number 323 of his
records,  entered  into  between  TELECONNECT  and  OLACAPITAL S.L.,  which both
parties  state  they are aware of, and will terminate prior to December 5, 2002.
The  maximum  amount  to  be  undertaken  by ITS to terminate the aforementioned
Service  Rendering  Agreement  is  a  total  of  18,000  Euros.

III.2.14.  - By-laws, Company books and Registration sheet: The Minutes Books of
TELECONNECT  contain  the  full and suitable transcription of all the minutes of
the Board of Directors and General Shareholders' Meetings of TELECONNECT held up
to  today's  date,  and  faithfully  reflect  all  the  items dealt with and the
resolutions adopted there at. Likewise, TELECONNECT has paid all the costs, fees
and  taxes  related  to  the  formalities  and registration of such resolutions,
except  those  that  are  pending  registration,  stated  in the Report on Legal
Aspects  attached  hereto  as  Schedule  VI and that both parties state they are
aware  of.

III.2.15.  Industrial  property:  TELECONNECT  is  not  party  to  any agreement
whatsoever,  either  as  a  licensor,  licensee, assignee, distributor or in any
other  position  that  could  affect  its  Industrial  Property  rights or trade
secrets. TELECONNECT is authorized to use the trade names and trademarks it uses
in  its  commercial  business  and  that  it has been using to carry out all its
business  activities,  and  such  use is not in conflict nor does it infringe or
violate  third  party  rights  in  any  other  manner.

III.2.16. Insurance policies: the insurance policies underwritten by TELECONNECT
are  sufficient  to  cover  the  risks  of  its business activity as well as any
damages  that  could be caused to its offices, furnishings and other assets, and
any damage that TELECONNECT or its employees could cause to third parties. There
is no insurance claim pending by or against TELECONNECT and no circumstances are
known  that  could  give  rise  to  any  claim.

III.3.  Joint  representations  by  ITS  and  the  MAJORITY  SHAREHOLDERS  OF
TELECONNECT:  ITS and the MAJORITY SHAREHOLDERS OF TELECONNECT jointly state the
following:

III.3.1. Appraisal of TELECONNECT: 100 per cent of the SHARES of TELECONNECT has
been  valued  at   1,378,759 Euros.

III.3.2.  Appraisal  of ITS: 12 per cent of the SHARES of ITS has been valued at
1,378,759 Euros.

III.3.3.  Planned  target results: the MAJORITY SHAREHOLDERS OF TELECONNECT wish
to  swap  100  per  cent of the SHARES representing the current stock capital of
TELECONNECT  for 12 per cent of the SHARES representing the stock capital of ITS
once  the  transaction  has been completed. At the same time, ITS also wishes to
swap  12  per cent of the SHARES representing its stock capital for 100 per cent

                                       10
<PAGE>

of  the  SHARES  representing the current stock capital of TELECONNECT. In fact,
THE  PARTIES  seek the target result consisting of ITS acquiring the business of
TELECONNECT  by  means of acquiring ownership of the SHARES representing 100 per
cent  of  the  current  stock  capital  and the voting rights of TELECONNECT, in
exchange  for  the  shareholders  of  TELECONNECT acquiring the ownership of the
SHARES  representing  12  per cent of the stock capital and the voting rights of
ITS.

The  parties  wish  that  the  12%  of  ITS'  capital  received by TELECONNECT's
shareholders  in exchange for its shares, to be calculated after any increase in
ITS'  capital  related  to financing this transaction, within the term of twelve
months  as  of  the  date  this  AGREEMENT  is  signed.

By  entering  into  this  AGREEMENT,  in  the  case  that  there is any minority
shareholder of TELECONNECT that does not wish to swap its shares, this AGREEMENT
shall  still  be  valid, providing that ITS acquires at least 96 per cent of the
SHARES  and  the political and economic rights of TELECONNECT before December 5,
2002,  other  wise  that  set  forth  in  Clause  1.3 of this AGREEMENT shall be
applicable.

III.3.4.  Financing  of  TELECONNECT:  The  commitment  by ITS to contribute the
necessary  financing  to  TELECONNECT  shall be deemed an essential part of this
AGREEMENT.  Such  commitment  must  be  valid,  from  the date this AGREEMENT is
signed,  for  the  amounts  and  at the times that may be deemed appropriate, to
guarantee  the  successful  future  operation  of  the  company.  The  MAJORITY
SHAREHOLDERS  OF  TELECONNECT  state  that  they are convinced that financing of
3,000,000  Euros should be sufficient to ensure the good running of the company.

Should further financing be required, for a higher amount than that mentioned in
the  previous paragraph, in order to ensure the good running of the company, the
MAJORITY  SHAREHOLDERS  OF TELECONNECT expressly undertake to take all the steps
in good faith that are within its reach at this time to obtain further financing
for  TELECONNECT,  up  to  the sum that may be required and in the shortest time
possible.

The  MAJORITY SHAREHOLDERS OF TELECONNECT state that the net debt of TELECONNECT
at  the  time  of  signing  this  agreement  is  no higher than 2,200,000 Euros;
however,  in  the  event that, within the term of twelve months counted from the
date  of  such  formalities,  it  is  shown  that the aforementioned net debt is
higher,  the  guarantee  mechanisms stated in Clause 1.5 of this Agreement shall
come  into  force.

III.3.5.-Formalities  of  the  Agreement:  In  consideration for the provisions,
representations,  and  guarantees  stated  above,  and  those  appearing  hereby
reciprocally  acknowledging  their  legal  capacity  to enter into contract, and
undertake the obligations in the positions in which they act, THE PARTIES hereby
carry  out  the  formalities  for this AGREEMENT, which shall be governed by the
applicable  rules  in  general  and,  in  particular,  by  the  following:

                                       11
<PAGE>

                                    CLAUSES

1.  -  Object  of  this  AGREEMENT
       ---------------------------

1.1.  -  SHARE  swap

1.1.1.  -  Object:

a)  By  virtue  of  this  Agreement,  the  MAJORITY  SHAREHOLDERS OF TELECONNECT
irrevocably  transfer  the  full  ownership  of their SHARES. Likewise, for such
purpose,  they undertake to make all their best efforts so that ITS acquires 100
per  cent  of  the shares representing the current stock capital of TELECONNECT.

b)  ITS undertakes to transfer up to 3,000,000 of the shares representing 12 per
cent of its current stock capital to the MAJORITY SHAREHOLDERS OF TELECONNECT as
well as the rest of the purchasers of ITS shares, as a swap and as consideration
for  acquiring  the  TELECONNECT  shares,  pursuant  to  that  set  forth in the
following  Clauses.

The  parties  wish  that  the  12%  of  ITS'  capital, received by TELECONNECT's
shareholders  in  exchange  for  its shares, be calculated after any increase in
ITS' capital related to this transaction, within the term of twelve months as of
the  date this AGREEMENT is signed, in order to avoid the dilution effect caused
by  such  increase.  After  such  term  has  elapsed,  the parties must reach an
agreement  to  adjust  the  share  swap  if,  as  mentioned above, TELECONNECT's
shareholders  must  receive  more  ITS  shares  than those initially received in
performance  of  this  Agreement.

1.1.2.  -  Swap  ratio:  The  PARTIES  have  appraised  the  3,000,000  shares
representing  12 per cent of the current stock capital of ITS at   1,378,759, at
a  value  of  0.4595   per  share.

Likewise,  the parties have appraised the 29,650,724 shares representing 100 per
cent  of  the  current  stock  capital of TELECONNECT at 1,378,759 at a value of
0.000000033 Euro per  share.

Due to the foregoing, the share swap ratio shall be determined at 9.88 shares of
TELECONNECT  for  each  share  of  ITS.

This  swap  ratio  has  been determined bearing in mind the appraisal of ITS and
TELECONNECT  applicable  on today's date, therefore any change that could affect
the appraisal of any of such companies in the future shall be irrelevant for the
purpose  of  the  share  swap  ratio  agree  hereby.

1.1.3.  -  Performance  of the swap: the agreed share swap shall be performed by
authorizing  public  deed/s, the contents of which shall be adapted to the model
contained  in  Schedule  X.1  in  which the modifications required to adapt this
AGREEMENT  shall  be  stated.

1.1.4.-  Transfer of ITS' shares: The ITS shares that must be delivered thereby,
in  exchange  for  TELECONNECT shares, must be issued thereby and transferred on
December  10,  2002  notwithstanding  the  guarantee  consisting  of the deposit
referred  to  in  the  following  section.

                                       12
<PAGE>

1.1.5.  -  Deposit of ITS shares received by TELECONNECT's shareholders: All the
ITS  shares  that  TELECONNECT's  shareholders  must receive in exchange must be
deposited with the attorney of the State of Oklahoma, Mr. Steven A. Zrenda until
December 5, 2003, for the purpose of the guarantee mentioned in clause 1.5.3 of
this Agreement. The deposit agreement, signed by the parties within a term of 48
hours  from  the  date  of  signing this AGREEMENT, is attached as Schedule X.2.

Such  deposit will be extended in the case of the circumstance arising set forth
in  Clause  1.5.5

Should  a prior claim for hidden liabilities not arise, the free transfer of the
ITS  shares  that  TELECONNECT's  shareholders must receive by means of the swap
shall  be  carried  out  in  the  following  manner:

     a)  10%  of  the  ITS shares to be received may be freely transferred as of
     December 6,  2003.

     b) 25% of the ITS shares to be received may be freely transferred as of May
     12, 2004.

     c) 65% of the ITS shares to be received may be freely transferred as of May
     12, 2005.

     The  shareholders  of  TELECONNECT  that  receive  the  ITS shares may only
     encumber  or grant such  ITS  shares in guarantee, under the aforementioned
     terms, when they are used  as a guarantee  to  obtain  financing  for  ITS.

1.1.7.  -  Reserve of economic rights: the acquirers of ITS shares, by virtue of
this  AGREEMENT,  shall  be entitled to all the economic proceeds resulting from
the  ITS  shares from the time the relevant public swap deed is authorized. This
right  shall  be  valid on December 5, 2003, except for that set forth in Clause
1.5.3,  when  appropriate.

1.1.8. - Contributions made for increases in capital of TELECONNECT: the parties
and/or  companies  that  had made monetary contributions in favor of TELECONNECT
charged to subscription of shares in future increases in capital of TELECONNECT,
which have not been carried out up to now, may receive, should they so wish, ITS
shares  instead  of TELECONNECT shares as consideration for their contributions.
The  list  of  contributing parties, the amount of their respective contribution
and  the  number of TELECONNECT shares they are entitled to, due to the increase
in  capital,  is  attached  as  Schedule  XI.

In  this  manner,  such contributors shall be provided with the direct result of
the  final  swap,  consisting of acquiring ITS shares, thus avoiding unnecessary
delays  and costs that could be incurred due to first subscribing to TELECONNECT
shares  and  then  swapping  them  for  ITS  shares.

In  the case regulated in this clause, the contributing parties shall receive as
many  ITS  shares  as  they are entitled to, in the case of having subscribed to

                                       13
<PAGE>

TELECONNECT  shares.  Therefore,  for the sole purpose of that set forth in this
clause,  the  contributors  shall  be  considered as though they are TELECONNECT
shareholders and will thus be listed in the relevant section of Schedule XII. At
the  same  time,  the  swap list stipulated in clause 1.1.2. has been determined
taking  into  account  the  right  of  the contributors to receive ITS shares as
though  they  were  TELECONNECT  shareholders.

The  public  swap  deeds  authorized  by  the  contributing parties shall have a
particular  feature consisting of the fact that the contributors will swap their
right  to  future  subscription  of  TELECONNECT  shares  for  ITS  shares.

1.1.9.-  Loans  convertible  into  TELECONNECT  shares:  The  individuals and/or
companies  that  have  made  loans  to  TELECONNECT  that  must be paid by being
converted  into  shares  of the company, may receive ITS shares in consideration
for  this  right instead of TELECONNECT shares, if they so wish; this is for the
same  reasons  as  set forth in clause 1.1.8. The list of lenders, the amount of
their  respective  loans  and  the  number  of  TELECONNECT shares they would be
entitled  to  receive, in the case of conversion into shares of such company, is
attached  hereto  as  Schedule  XIII.

In  the case regulated in this clause, the lenders would receive the same amount
of  ITS shares as they would have received in the case of their loan having been
settled  with  TELECONNECT  shares.  Therefore, for the sole purpose of that set
forth  in this clause, the lenders shall be regarded as if they were TELECONNECT
shareholders  and  are therefore listed in the relevant section of Schedule XIV.
At  the same time, the swap ratio set forth in clause 1.1.2. has been determined
taking  into  account  the  lenders' right to obtain ITS shares, as if they were
TELECONNECT  shareholders.

1.1.10.- Exercising acquisition rights as a result of stock option plans: if the
current  beneficiaries  of TELECONNECT stock option plans (Schedule XV) exercise
their  right  to  acquire  TELECONNECT  shares,  they  may receive ITS shares in
consideration  for  their  right instead of TELECONNECT shares, if they so wish;
this  is  for  the  same  reasons  as  set  forth  in  clause  1.1.8.

In  the  case  regulated in this clause, those exercising the stock option would
receive  the  same  amount  of  ITS  shares as they would receive in the case of
having subscribed to TELECONNECT shares. Therefore, for the sole purpose of that
set forth in this clause, those exercising the stock option would be regarded as
if  they  were  TELECONNECT  shareholders.  At  the  same  time,  the swap ratio
determined in clause 1.1.2. will be readjusted, taking into account the right of
those  exercising  the  stock  option  to  obtain  ITS  shares,  as if they were
TELECONNECT  shareholders.

The  public  swap deeds authorized by those exercising the option would have the
particular  feature  of the fact that those exercising the option exchange their
right  to  subscribe  to  TELECONNECT  shares  for  the  right  to  ITS  shares.

In  the  cases set forth in clauses 1.1.8 and 1.1.9, the ITS shares, provided as
consideration,  are  part of the shares representing 12% of the stock capital of
ITS to be swapped. As a result, in order to comply with this AGREEMENT, ITS need
not  issue any more shares in favor of THE MAJORITY SHAREHOLDERS OF TELECONNECT,

                                       14
<PAGE>

or  any  other  TELECONNECT  shareholder,  or  even  any interested third party.
Therefore, ITS is not bound to issue any more shares other than those stipulated
in  this  AGREEMENT,  except  in  the  case  set  forth  in  Clause  1.1.1

1.1.11.  -  Responsibility  for  remedy:  ITS,  the  MAJORITY  SHAREHOLDERS  OF
TELECONNECT  and TELECONNECT's other shareholders shall hold unlimited liability
in  relation  to  the  SHARES they own, for any damages or losses that the other
party may suffer due to any remedy that may be required regarding some or all of
the  shares  transferred,  in  compliance  with  and through performance of this
agreement.

1.2.  -  Agreement  regarding  the  TELECONNECT  payments  that  must be made by
December  5,  2002.

As  of  the  date  this  document  is  signed, ITS shall undertake TELECONNECT's
payments  and liabilities up to the maximum amount of 2,200,000 Euros, providing
that by December 5, 2002, shares representing 96% of TELECONNECT's stock capital
have  been  swapped.

1.3.  -  Withdrawal  right

1.3.1.  -  ITS  shall  be entitled to withdraw from this AGREEMENT if any of the
following  facts  and  circumstances have taken place at the times stated below:
     a)  As  of the date this AGREEMENT is signed and up to December 5, 2002, it
         is proven that the  net debt of TELECONNECT on the date of signing this
         AGREEMENT exceeds the amount of 4,000,000 Euros. This shall not include
         the debts incurred due to the management  by the directors or
         attorneys-in-fact appointed by virtue of this  AGREEMENT.

     b)  By  December 6, 2002, shares representing at least 96% of TELECONNECT's
         stock  capital  have  not  been  transferred  to  ITS.

In  order  to  exercise  its withdrawal right, ITS must send notification of its
withdrawal  to the MAJORITY SHAREHOLDERS OF TELECONNECT by December 10, 2002. In
such  case,  the  MAJORITY  SHAREHOLDERS  OF  TELECONNECT  must notify the other
TELECONNECT  shareholders  of the aforementioned withdrawal. In addition, in the
case  of  withdrawal, the SHARES transferred to ITS up to December 5, 2002 shall
be  returned  by  ITS,  which  shall  bear  the  costs  incurred by the relevant
transfer/s  for  the  TELECONNECT shareholders to whom the aforementioned return
must  be  made.

In  the  event  of ITS not exercising its withdrawal right within the stipulated
term,  it  shall  continue  to  be  fully  bound  to comply with this AGREEMENT.

1.3.2.- Pursuant to that stated in section 1.5.1., in the event of TELECONNECT's
aggregate  net  debt  exceeding 2,200,000 Euros and ITS deciding not to withdraw
from  this  AGREEMENT, the amounts owed by TELECONNECT that imply that the total
debt  exceeds 2,200,000 Euros shall be regarded as HIDDEN LIABILITIES, providing
they  originate  prior  to  the  date  this  AGREEMENT  is  signed.

                                       15
<PAGE>

1.4.  -  Taking  over  control  of  TELECONNECT  by  ITS.

The current members of TELECONNECT's Board of Directors, made up of Mr. Nicholas
Maria  Bodo,  Baron Von Breummer (Chairman and C.E.O.), Mr. Karl Heinrich Otto
Bodo, Baron Von Breummer (board member) and Mr. Jean Marie Vuille (board member)
undertake  to  irrevocably  resign from their posts, once this document has been
signed,  by  means  of  a  letter of resignation signed in their own hand, dated
November  11,  2002.

However,  the  current  members of TELECONNECT's Board of Directors undertake to
summon  an  extraordinary  General  Shareholders'  Meeting  of  TELECONNECT's
shareholders, prior to resigning from their posts, so that they may agree on the
replacement  of  the  Company's current Board of Directors with a Sole Director,
appointing  Mr.  Gustavo  Gomez Sanchez to this post, whose personal details are
set  forth in section I ("appearing") of this AGREEMENT, modifying TELECONNECT's
current  by-laws  insofar  as  may  be necessary for such purpose, to be held on
December  10  on  the  first  summons,  or  the  next day on the second summons.

The current members of TELECONNECT's Board of Directors undertake that such body
shall agree to revoke all the powers-of-attorney granted by TELECONNECT that are
currently  in  force,  as well as to dismiss the current Non-executive Secretary
(Mr. Jordi Bellvehi  Munoz). In addition, they undertake to appoint Mr. Gustavo
Gomez, as attorney-in-fact of TELECONNECT, S.A., with as wide embracing
commercial powers of attorney  as  may  be  required  by  law.

The  certificate  of  the  resolution  adopted  by  the  Board  of  Directors of
TELECONNECT on November 9, 2002 and the respective letters of resignation of the
directors  and  the  non-executive  secretary  are  attached  as  Schedule  XIV.

Mr.  Gustavo  Gomez  or  any  other  person  holding  general authority for the
management  and administration of TELECONNECT must act with the utmost diligence
in dealing with the net debt that TELECONNECT undertook on November 12, 2002, in
such  a  manner that this obligation does not harm the interests of the MAJORITY
SHAREHOLDERS  of  TELECONNECT.

1.5.  Compensation  for  HIDDEN  LIABILITIES  and  guarantees.

1.5.1.-  Obligation to compensate: Those acquiring ITS shares, by virtue of this
AGREEMENT,  shall  compensate ITS for any HIDDEN LIABILITY, notwithstanding that
set  forth  in  articles  1102,  1107  and  related  articles of the Civil Code.

1.5.2.  - Amount of compensation: The amount of compensation shall be equivalent
to  100%  of  the  amount of the HIDDEN LIABILITY, including, as well as the net
amount,  all  the  costs,  interests  and,  if any, the taxes and other economic
consequences  that  are  related  to  such  HIDDEN  LIABILITY.

                                       16
<PAGE>

1.5.3.  -  Guarantees:

a.-  Guarantee  of  deposit  of  the ITS shares: Up to the December 5, 2003, the
shares  of  ITS  received  by  the  shareholders  of  TELECONNECT and deposited,
pursuant  to  section  1.1.5.,  shall  be  used  as  a guarantee for ITS for any
possible  HIDDEN  LIABILITIES  claimed  until  such  date.

For  such  purpose,  follow-up actions, by the persons that the parties may deem
appropriate,  shall  be  carried  out  by means of monthly meetings, in order to
detect  and  endeavor to find possible solutions for the HIDDEN LIABILITIES that
may  arise.

On November 12, 2003, ITS must have determined and appraised the possible HIDDEN
LIABILITIES  that  may have been revealed and have notified them in a registered
manner  to  Mr.  Nicholas  Bruemmer. The enforcement of the guarantee for HIDDEN
LIABILITIES  may  not  be  claimed  before  November  30,  2003.

b.-  Personal  guarantee of Nicholas Bruemmer: In addition to the aforementioned
guarantee, in the case that it is not sufficient to cover the HIDDEN LIABILITIES
that  may  be determined, Mr. Nicholas Bruemmer shall personally cover up to the
amount  of  100,000  Euros.

c.  -  Guarantee only in the case of the debt of TELEGLOBE: Only in the specific
case  of  the debts held by TELECONNECT with the operator TELEGLOBE, in the case
that  the  latter  does  not  accept a negotiated agreement to pay the debt by a
deduction,  Mr. Nicholas Bruemmer grants ITS the option to claim such debt up to
an  amount  of 250,000 Euros at the time that the whole payment of the debt must
be settled, for a term of twelve months, counted from the date this AGREEMENT is
signed. Such option shall depend on the fact that at the time of exercising such
option,  ITS  can  prove  that  the  net debt of TELECONNECT on the date of this
AGREEMENT  is  higher  than  2,200,000  Euros  and  that  the amount paid by Mr.
Nicholas  Bruemmer  (either  by  an  increase in capital, a loan or in any other
manner)  is granted under the same terms and conditions as any other investor or
shareholder  that  makes  a  cash  contribution  to  ITS.

d.-  Guarantee  of OLACAPITAL, S.L.: If within a term of 12 months, counted from
the  date  this  AGREEMENT  is signed, TELECONNECT needs financing, Mr. Nicholas
Bruemmer,  acting  in the name and on behalf of OLACAPITAL S.L., shall grant ITS
an option to claim an amount of up to 250,000 Euros from this company, under the
following  conditions: (i) there will be a term of three months counted from the
date  this  agreement is signed in which ITS may not claim such amount, (ii) the
amount  must  be  claimed  with at least 45 days prior notice, (iii)  the amount
contributed  by  OLACAPITAL  S.L.  to  ITS  shall  be  provided  under  the same
conditions  as  to  other  investors  and  shareholders  of  ITS.

OLACAPITAL S.L. accepts that the guarantee is granted, as stated in the previous
paragraph,  providing  that,  when  12  months  have  elapsed  for the date this
AGREEMENT  is signed, the actual net debt on the date it is signed is determined
as  being  less than 2,200,000 Euros, the resulting amount of 50 per cent of the

                                       17
<PAGE>

difference  between the actual net debt and such figure of 2,200,000 Euros shall
be paid by ITS to OLACAPITAL, S.L. in cash or in exchange for ITS shares, within
a  term  of  three  months  after  the termination  of  such  term of 12 months.

In  the case that OLACAPITAL S.L. does not provide the aforementioned guarantee,
when  it  is bound to do so by virtue of this AGREEMENT, Nicholas Bruemmer shall
personally  accept  the  fulfillment  of  such  obligation.


1.5.4.-  Terms  for claims: In a general manner, the purchasers of ITS shares by
virtue of this AGREEMENT shall be liable, in the manner stated in section 1.5.3,
for  all  the  HIDDEN  LIABILITIES  that  are  claimed  by  ITS.

1.5.5.  -  Continuing  obligation  to  compensate:  Any claim made due to HIDDEN
LIABILITIES,  within  the  term set forth in section 1.5.3, shall imply that the
calculation  of  the  term  to  claim  and the obligation to compensate shall be
suspended.  If  there  is  no  agreement  reached  between the parties, it shall
continue, when appropriate, until the final and absolute settlement of the claim
in  question.  Similarly,  in this case, the deposit of the ITS shares used as a
guarantee of HIDDEN LIABILITIES shall be extended until the aforementioned final
and  absolute  settlement  of  the  claim  in  question.

1.5.6.-  Claim by ITS to the acquirers of ITS shares by virtue of this FRAMEWORK
AGREEMENT: In the case that ITS must claim liability of the acquirers of the ITS
shares,  by  virtue  of this FRAMEWORK AGREEMENT, for HIDDEN LIABILITIES that do
not stem from a claim by a third party, the following procedure shall be carried
out:

     a)  When  ITS becomes aware that there is a HIDDEN LIABILITY, it shall make
         the relevant notification in writing to the  MAJORITY  SHAREHOLDERS  OF
         TELECONNECT,  stating  the reasons  and the amount, and attach, if any,
         copies of the documents on which it is based. The MAJORITY SHAREHOLDERS
         OF TELECONNECT must notify the other acquirers of ITS shares, by virtue
         of this FRAMEWORK AGREEMENT,  of  the  aforementioned  claim  by  ITS.

     b)  If  such  claim  is  not  expressly  accepted  by  all  the  MAJORITY
         SHAREHOLDERS OF  TELECONNECT,  within  fifteen  (15)  calendar  days
         after  the notification thereof,  the  claim  shall  be deemed to have
         been  rejected.

     c)  In  the  case  of  no  reply  or  an  opposition by any of the MAJORITY
         SHAREHOLDERS  OF  TELECONNECT  to  the  claim made, the dispute arising
         shall be settled  by  the  relevant  arbitration  procedure.

1.5.7.-  Claim by a third party: In the case that any third party, including the
Public Authorities, brings a claim against TELECONNECT for any reason that could
give  rise  to  an  obligation  to  compensate  HIDDEN LIABILITIES, the MAJORITY
SHAREHOLDERS  OF  TELECONNECT may undertake the defense of TELECONNECT regarding
such  claim.  For  such  purpose:

                                       18
<PAGE>

     a)  ITS  or  TELECONNECT  shall  notify  the  MAJORITY  SHAREHOLDERS  OF
     TELECONNECT  of any such claims within the shortest of the following terms:
     (i)  the  first  quarter  (1/4)  of  the  working term set forth by law for
     replying  to  the  claim  or  (ii)  five  working  days.

     b)  If   any  claim  is  made, the  MAJORITY  SHAREHOLDERS  OF  TELECONNECT
     shall  notify  ITS or TELECONNECT, within the following three working days,
     stating  whether  they  wish  to  oppose  the  claim.

     c)  In  the  case  of  the MAJORITY SHAREHOLDERS OF TELECONNECT deciding to
     opt for judicial, arbitration or administrative channels, they must appoint
     the  Legal Counsel, bearing all the costs and fees that may be incurred, if
     any,  and ITS and TELECONNECT shall be held harmless; however they shall be
     entitled  to be notified of all the information regarding the action and to
     be  consulted  regarding  the  means  of  defense  to  be  used.

     d)  If the  MAJORITY  SHAREHOLDERS  OF  TELECONNECT refuse to undertake the
     defense  or  do  not reply to the notification by ITS or TELECONNECT within
     the stipulated term, as well as in cases of urgent need, ITS or TELECONNECT
     must act, in good faith and with due diligence, in the most suitable manner
     to  defend  all  the  interests  involved,  including those of the MAJORITY
     SHAREHOLDERS  OF  TELECONNECT,  and  must notify them of any the decisions,
     actions  and measures to be adopted. Such circumstances shall not limit the
     liability  of  those  acquiring  ITS  shares,  by virtue of this AGREEMENT,
     which,  except in the case of bad faith by ITS or TELECONNECT, shall accept
     the  result of the actions, including the legal or administrative costs, if
     any. Notwithstanding the foregoing, in the case of urgent need, the actions
     of  ITS  or  TELECONNECT  shall  be  limited  to avoiding any harm to their
     interests and it must send the MAJORITY SHAREHOLDERS OF TELECONNECT all the
     relevant  information concerning the claim in question as soon as possible.
     In  addition,  in  cases  in which the MAJORITY SHAREHOLDERS OF TELECONNECT
     have  abstained  from acting in their defense, any agreement for settlement
     received  by TELECONNECT or, if any, ITS, shall be subject to authorization
     by  the  MAJORITY  SHAREHOLDERS  OF  TELECONNECT. Such authorization by the
     MAJORITY  SHAREHOLDERS  OF  TELECONNECT  may  not  be  refused  without  a
     justifiable  reason.

     e)  In  the  case  of  the  defense  against  a  certain  claim  requiring
     guarantees  to  be  provided  in order for the proceedings to be suspended,
     such  guarantee shall be provided or the cost thereof shall be borne by the
     MAJORITY  SHAREHOLDERS OF TELECONNECT in the case of them having undertaken
     the  defense.

     f)  The  MAJORITY  SHAREHOLDERS  OF  TELECONNECT, by themselves or by means
     of the advisors appointed thereby, shall be allowed free and full access to
     all  the information and documents concerning the claim in question that is
     in  ITS'  or  TELECONNECT's  possession.

     g)  Reciprocally,  ITS,  by  itself  or  through  TELECONNECT, must provide
     all  the  necessary  information  so  that  the  MAJORITY  SHAREHOLDERS  OF
     TELECONNECT  may exercise the rights to defend their interests, referred to

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     in  this  clause,  as  well  as  to  provide  the appropriate cooperation,
     including  granting  powers  of  attorney  in  favor  of  any Legal Counsel
     appointed  by  the  MAJORITY  SHAREHOLDERS  OF  TELECONNECT.

     h)  The  breach  of  its  obligation  to  notify  or  deliver  the required
     documents for their defense under the responsibility of ITS or TELECONNECT,
     shall  give  rise  to  the  acquirers  of  ITS  shares,  by  virtue of this
     AGREEMENT,  being  released  from their obligation to compensate the HIDDEN
     LIABILITY  in question and it shall not be deemed as a HIDDEN LIABILITY for
     the  purpose  of  this  AGREEMENT.


1.6.  Other  obligations  of  the  Parties

Contractual  performance:  In  accordance  with the terms and conditions of this
AGREEMENT,  the  MAJORITY SHAREHOLDERS OF TELECONNECT and ITS shall take all the
steps  necessary to complete this AGREEMENT, avoiding performance or omission of
any act that may affect the validity of that stipulated in this AGREEMENT or the
enforceability  thereof.

Authorization  of  the Public Deed: Should ITS deem it appropriate, the MAJORITY
SHAREHOLDERS  OF TELECONNECT undertake to carry out all the procedures necessary
to  authorize  this  AGREEMENT  in  a  public  deed.

2.  -  Final  provisions.
       ------------------

2.1.  - Binding nature of this AGREEMENT: This AGREEMENT shall bind the parties,
in  other  words ITS and the MAJORITY SHAREHOLDERS OF TELECONNECT, from the time
it  is signed, in all its terms, notwithstanding any actions they may be pending
in  performance  thereof.
Likewise,  this  AGREEMENT shall bind the rest of the acquirers of ITS shares as
of  the  time  they  sign  the  swap  deed  mentioned  in  Clause  1.1.3.

2.2. - Taxes: Any taxes derived from performance of this AGREEMENT shall be paid
by  the  individuals  or  companies  that  are  the  payers thereof, pursuant to
applicable  tax  legislation.

2.3.-  Costs:  Any costs incurred from negotiating, carrying out the formalities
and  performance of this AGREEMENT, including the fees of the advisors involved,
shall  be  fully  paid  by  the  PARTY that contracted or requested them and the
common  expenses  -  including the Notary Public's fees - shall be paid in equal
parts.  The  costs  incurred  for  carrying  out  the  Due  Diligence  report on
TELECONNECT  shall  be  exclusively  borne  by  ITS.

2.4.  - Notice: Any notice, instruction, question or other document that must be
delivered  to  any  of  the Parties must be carried out by registered fax or any
other  means  by which a record may be kept of receipt thereof, with delivery to
the  addressee, acknowledgement of receipt and certification of the contents, to
the  following  addresses:

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<PAGE>

THE  MAJORITY  SHAREHOLDERS  OF  TELECONNECT:

The  contact  person  representing  all  the  foregoing  shall  be  Mr. Nicholas
Bruemmer,  who  shall  immediately  undertake to inform them. His details are as
follows:

Address:  Finca  Sta.  Barbara,  Marbella  Club,  19600  Marbella

Telephone:  952773755

Fax:  952770186

E-mail:  nicholasb@teleconnect.es


ITS:

The  contact  person representing all the foregoing shall be Mr. Gustavo Gomez
Sanchez,  who  shall  immediately  undertake to inform  them. His details are as
follows:

Address:  Calle  Villanueva,  n  16,  5  Planta,  28001,  Madrid.

Telephone:  914312475

Fax:  915780074

E-mail:  gustavo.gomez@itseurope.es

That  set  forth  in  this  Clause  does  not  excuse  or justify lack of verbal
notification  in  order  to  inform  the other party, when appropriate, but such
verbal notification is notwithstanding the obligation to provide notification in
writing.


3.  -  General  Clauses
       ----------------

3.1.  -  Modifications  and  addendums:  Any  modification  or  addendum to this
AGREEMENT  shall  only be valid if it is expressly stated to be so and is signed
by  both  parties.  In  such  cases,  except  for the clauses that are expressly
modified,  all the rest of the clauses that make up the AGREEMENT shall continue
to  be  valid  and  therefore  fully  binding  and  enforceable.

3.2.  - Replacement of previous agreements: This AGREEMENT is the final and most
complete  expression  of  the  parties'  wishes,  concerning  the  envisaged
transaction.  As  a  result, the parties agree to render any previous agreements
concerning  this  transaction  null  and  void,  whether  these are verbal or in
writing,  and  to  replace  them  with  the  contents  of  this  agreement.

3.3. - Severability: The nullity and therefore the inapplicability of any of the
clauses  that  are  part  of  this  AGREEMENT shall not invalidate the remaining
clauses,  which  shall  remain  fully  valid  and  in  force.

                                       21
<PAGE>

3.4.  - Entire agreement: This AGREEMENT is the full contents of that negotiated
and  agreed  by  the  PARTIES  and any modification or amendment thereto must be
recorded  in  writing  and  the  remaining formalities required for signing this
AGREEMENT  must  be  complied with. The PARTIES expressly state that there is no
undertaking,  statement  or  guarantee  other  than  those  contained  herein.

3.5.  Shareholders Agreement: A "shareholders agreement" is attached as Schedule
VI  to  this  AGREEMENT,  which  regulates  the  relationship  between  the  ITS
shareholders,  and will be signed by the parties within a term of 48 hours after
this  AGREEMENT  is  duly  signed.

3.6.  - Version in English: This AGREEMENT shall be translated into English with
the  stamp  of  an  official  translator  in  the  shortest  time  possible.

3.7.  -  Post on the Board of Directors of ITS: ITS reserves a post on the Board
of  Directors  as  a representative of the MAJORITY SHAREHOLDERS OF TELECONNECT.

4.  -  Applicable  Law
       ---------------

Legislation:  This  AGREEMENT shall be governed by that set forth in the clauses
contained  herein  and,  in  a  subsidiary  manner, by that set forth in Spanish
common  law,  and  it must be interpreted and performed in accordance therewith.

5.  -  Jurisdiction
       ------------

5.1.-  Arbitration:  THE  PARTIES  agree  that  any legal proceedings, disputes,
questions  or  claims that may arise due to the interpretation or performance of
this  AGREEMENT,  or  directly  or  indirectly related thereto, shall be finally
resolved  by  means  of  legal  arbitration by one (1) arbitrator appointed by a
mutual agreement between the Parties from among those on the list of arbitrators
of  the  Madrid Arbitration Court or, in the case of disagreement, whichever may
be  appointed  by  the  Bar  Association  of Madrid, within the framework of the
Madrid  Arbitration  Court  of  the Official Chamber of Commerce and Industry of
Madrid  to  which  the  management  of  the  Arbitration  shall be entrusted, in
accordance  with  its  regulations  and by-laws. The arbitrator must rule on the
relevant  costs of the arbitration, which shall be borne in accordance with that
stated  in  this  Agreement. The parties expressly state that they will abide by
any  arbitration  ruling  that  may  be  decreed.

5.2.  -  Jurisdiction:  In particular, and as necessary, insofar as the judicial
formalities  of  the arbitration, judicial protection or judicial enforcement of
the  ruling  may  be  required,  the  parties expressly submit to the Courts and
Tribunals  of  the city of Madrid, expressly waiving any other jurisdiction that
may  be  applicable.

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<PAGE>

In witness whereof, having carefully read this AGREEMENT, the PARTIES sign it in
four  (4)  copies,  two  in  English  and  two  in  Spanish, with no amendments,
corrections  or  erasures, all with identical binding validity, in the place and
on  the  date  set  forth  ut  supra.

ITS

Mr.  Gustavo  Gomez  Sanchez

MAJORITY  SHAREHOLDERS  OF  TELECONNECT

Mr.  Nicholas  Maria  Bodo,  Baron  Von  Bruemmer

Mr.  Alfonso  Nicolas  de  Borbon  Yordi



























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