Exhibit 10.4




                     INVESTOR REGISTRATION RIGHTS AGREEMENT

      THIS REGISTRATION  RIGHTS AGREEMENT (this  "Agreement"),  dated as of July
28, 2006, by and among TELEPLUS  ENTERPRISES,  INC., a Nevada  corporation  (the
"Company"),  and the undersigned  investors listed on Schedule I attached hereto
(each, an "Investor" and collectively, the "Investors").

      WHEREAS:

      A. In connection with the Securities  Purchase  Agreement by and among the
parties hereto of even date herewith (the "Securities Purchase Agreement"),  the
Company  has  agreed,  upon the  terms  and  subject  to the  conditions  of the
Securities  Purchase  Agreement,  to  issue  and sell to the  Investors  secured
convertible debentures (the "Convertible Debentures") which shall be convertible
into that number of shares of the Company's  common stock,  par value $0.001 per
share (the "Common  Stock"),  pursuant to the terms of the  Securities  Purchase
Agreement  for an  aggregate  purchase  price  of up to  Three  Million  Dollars
($3,000,000).  Capitalized  terms not  defined  herein  shall  have the  meaning
ascribed to them in the Securities Purchase Agreement.

      B. To induce the Investors to execute and deliver the Securities  Purchase
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 "Securities  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  Investors
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.

"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 Securities Act and pursuant to Rule 415 under the Securities
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").

"Registrable  Securities"  means  the  shares of Common  Stock  issuable  to the
Investors  upon  conversion  of  the  Convertible  Debentures  pursuant  to  the
Securities Purchase Agreement,  the Warrant Shares and the Commitment Shares, as
these  terms are defined in the  Securities  Purchase  Agreement  dated the date
hereof.

"Registration Statement" means a registration statement under the Securities Act
which covers the Registrable Securities.


<PAGE>

REGISTRATION.
-------------

Subject to the terms and conditions of this Agreement, the Company shall prepare
and file, no later than thirty (30) days from the date the Investors provide the
Company with a written demand (the  "Demand")  registration  of the  Registrable
Securities  (the  "Scheduled  Filing  Deadline"),  with  the SEC a  registration
statement on Form S-1 or SB-2 (or, if the Company is then eligible, on Form S-3)
under the Securities Act (the "Initial  Registration  Statement") for the resale
by  the  Investors  of the  Registrable  Securities,  which  includes  at  least
100,000,000  shares  of  Common  Stock  to be  issued  upon  conversion  of  the
Convertible  Debentures,  30,000,000  shares of Common  Stock to be issued  upon
exercise of the  Warrants  of even date  herewith  and 400,000  shares of Common
Stock as and for the Commitment Shares. The Company shall cause the Registration
Statement to remain effective until all of the Registrable  Securities have been
sold.  Prior to the  filing  of the  Registration  Statement  with the SEC,  the
Company  shall  furnish  a copy of the  Initial  Registration  Statement  to the
Investors for their review and comment.  The Investors shall furnish comments on
the Initial Registration  Statement to the Company within twenty-four (24) hours
of the receipt thereof from the Company.

Effectiveness of the Initial Registration  Statement.  The Company shall use its
best efforts (i) to have the Initial  Registration  Statement declared effective
by the SEC no later  than one  hundred  thirty  (130)  days from the date of the
Demand (the "Scheduled  Effective Deadline") and (ii) to insure that the Initial
Registration  Statement and any  subsequent  Registration  Statement  remains in
effect until all of the Registrable  Securities  have been sold,  subject to the
terms and conditions of this Agreement.  Following the Demand for  registration,
it shall be an event of default hereunder if the Initial Registration  Statement
is not filed by the  Scheduled  Filing Date or declared  effective by the SEC by
the Scheduled Effective Deadline.

Failure to File or Obtain  Effectiveness of the Registration  Statement.  In the
event the  Registration  Statement is not filed by the Scheduled Filing Deadline
or is not  declared  effective by the SEC on or before the  Scheduled  Effective
Deadline, or if after the Registration  Statement has been declared effective by
the SEC, sales cannot be made pursuant to the  Registration  Statement  (whether
because of a failure to keep the Registration  Statement  effective,  failure to
disclose such  information  as is necessary for sales to be made pursuant to the
Registration Statement, failure to register sufficient shares of Common Stock or
otherwise  then as partial  relief for the damages to any holder of  Registrable
Securities  by reason of any such delay in or  reduction  of its ability to sell
the  underlying  shares of Common Stock (which  remedy shall not be exclusive of
any other  remedies at law or in equity),  the  Company  will pay as  liquidated
damages (the "Liquidated Damages") to the holder, at the holder's option, either
a cash amount or shares of the Company's  Common Stock within three (3) business
days, after demand therefore,  equal to two percent (2%) of the liquidated value
of the Convertible  Debentures outstanding as Liquidated Damages for each thirty
(30) day period after the Scheduled  Filing Deadline or the Scheduled  Effective
Date as the case may be.

Liquidated  Damages.  The Company and the Investor hereto  acknowledge and agree
that the sums payable under  subsection 2(c) above shall  constitute  liquidated
damages  and not  penalties  and are in  addition  to all  other  rights  of the
Investor, including the right to call a default. The parties further acknowledge
that (i) the amount of loss or damages  likely to be incurred is incapable or is
difficult to precisely estimate,  (ii) the amounts specified in such subsections
bear  a   reasonable   relationship   to,   and  are  not   plainly  or  grossly
disproportionate  to, the probable loss likely to be incurred in connection with
any  failure  by the  Company  to  obtain or  maintain  the  effectiveness  of a
Registration  Statement,  (iii)  one of the  reasons  for  the  Company  and the
Investor  reaching an agreement as to such amounts was the  uncertainty and cost
of litigation regarding the question of actual damages, and (iv) the Company and
the Investor are  sophisticated  business  parties and have been  represented by
sophisticated  and able legal  counsel and  negotiated  this  Agreement at arm's
length.

RELATED OBLIGATIONS.
--------------------

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.

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 Securities 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 Securities 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 (the "Exchange  Act"),  the Company
shall incorporate 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 Exchange Act report is filed which created the requirement
for the Company to amend or supplement the Registration Statement.


                                       2
<PAGE>

The Company shall  furnish to each Investor  whose  Registrable  Securities  are
included in any  Registration  Statement,  without charge,  (i) at least one (1)
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.

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 any
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 articles 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  each  Investor  who  holds
Registrable  Securities 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.

As promptly as practicable  after  becoming aware of such event or  development,
the Company  shall notify each 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  each  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 each
Investor  by  facsimile  on the  same  day of such  effectiveness),  (ii) of any
request by the 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.

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 each Investor who holds  Registrable
Securities  being sold 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.

At the  reasonable  request of any  Investor,  the Company shall furnish to such
Investor,  on the date of the  effectiveness of the  Registration  Statement and
thereafter from time to time on such dates as an 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
Investors.

The Company shall make available for inspection by (i) any Investor and (ii) one
(1) firm of accountants or other agents retained by the Investors (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 each Investor hereby agrees,  to hold in strict  confidence and shall
not make any  disclosure  (except  to an  Investor)  or use 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 Securities 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. Each 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.


                                       3
<PAGE>

The Company shall hold in confidence  and not make any disclosure of information
concerning  an 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 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  an  Investor  is  sought  in  or  by a  court  or
governmental body of competent  jurisdiction or through other means, give prompt
written  notice to such  Investor  and allow such  Investor,  at the  Investor's
expense, to undertake  appropriate action to prevent disclosure of, or to obtain
a protective order for, such information.

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 (ii) the
inclusion for quotation on the National Association of Securities Dealers,  Inc.
OTC 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).

The Company shall cooperate with the Investors who hold  Registrable  Securities
being  offered  and,  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 Investors may  reasonably  request and  registered in
such names as the Investors may request.

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.

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 Securities Act) covering a twelve (12) month period beginning
not later than the first day of the Company's  fiscal quarter next following the
effective date of the Registration Statement.


                                       4
<PAGE>

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.

Within  two (2)  business  days  after a  Registration  Statement  which  covers
Registrable  Securities  is declared  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 Investors
whose  Registrable  Securities  are  included  in such  Registration  Statement)
confirmation that such Registration Statement has been declared effective by the
SEC in the form attached hereto as Exhibit A.

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.

OBLIGATIONS OF THE INVESTORS.
-----------------------------

      Each 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),  such Investor will  immediately  discontinue  disposition  of
Registrable  Securities pursuant to any Registration  Statement(s) covering such
Registrable  Securities  until  such  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 an  Investor  in
accordance  with the terms of the  Securities  Purchase  Agreement in connection
with any sale of  Registrable  Securities  with respect to which an 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 3(e) and for  which  the  Investor  has not yet
settled.

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.

INDEMNIFICATION.
----------------

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

To the fullest  extent  permitted  by law,  the Company  will,  and hereby does,
indemnify,  hold harmless and defend each  Investor,  the  directors,  officers,
partners,  employees,  agents,  representatives of, and each Person, if any, who
controls any Investor  within the meaning of the  Securities Act or the Exchange
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)
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  Securities  Act, the Exchange 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  Investors  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(c); 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  and shall  survive  the  transfer  of the  Registrable
Securities by the Investors pursuant to Section 9 hereof.


                                       5
<PAGE>

In connection with a Registration  Statement,  each Investor agrees to severally
and not jointly  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, employees,  representatives, or agents and each
Person,  if any, who controls the Company  within the meaning of the  Securities
Act or the  Exchange  Act (each an  "Indemnified  Party"),  against any Claim or
Indemnified  Damages  to  which  any of  them  may  become  subject,  under  the
Securities  Act,  the  Exchange  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 such
Investor expressly for use in connection with such Registration Statement;  and,
subject  to  Section  6(d),  such  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 such
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
such 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
and shall  survive the transfer of the  Registrable  Securities by the Investors
pursuant  to Section  9.  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 each Investor
prior to such Investor's use of the prospectus to which the Claim relates.

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 (1)  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.


                                       6
<PAGE>

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.

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.

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 Securities 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.

REPORTS UNDER THE EXCHANGE ACT.
-------------------------------

      With a view to making  available to the Investors the benefits of Rule 144
promulgated  under the  Securities  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:

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

file with the SEC in a timely manner all reports and other documents required of
the Company under the Securities Act and the Exchange 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  4(c) of the  Securities
Purchase  Agreement)  and the filing of such reports and other  documents as are
required by the applicable provisions of Rule 144; and

furnish to each Investor so long as such 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 Securities Act and the
Exchange 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 Investors to
sell such securities pursuant to Rule 144 without registration.


                                       7
<PAGE>

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 Investors
who then  hold at least  two-thirds  (2/3) of the  Registrable  Securities.  Any
amendment or waiver  effected in accordance with this Section 9 shall be binding
upon each Investor and the Company.  No such amendment shall be effective to the
extent  that it  applies to fewer  than all of the  holders  of the  Registrable
Securities.  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.

MISCELLANEOUS.
--------------

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 (2) 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.

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 (1)  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:      Teleplus Enterprises, Inc.
                            7575 TransCanada - Suite 305
                            St-Laurent, Quebec H4T 1V6
                            Attention:  Marius Silvasan, CEO
                            Telephone:  (514) 344-0778
                            Facsimile:  (514) 344-8675

With Copy to:               Kirkpatrick & Lockhart Nicholson Graham LLP
                            201 S. Biscayne Blvd. - Suite 2000
                            Miami, Florida 33131
                            Attention:   Clayton E. Parker, Esq.
                            Telephone:   (305) 539-3306
                            Facsimile:   (305) 358-7095

If to an  Investor,  to its  address  and  facsimile  number on the  Schedule of
Investors attached hereto, with copies to such Investor's representatives as set
forth on the  Schedule of Investors or to such other  address  and/or  facsimile
number and/or to the  attention of such other person as the recipient  party has
specified by written notice given to each other party five (5) 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  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.

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.


                                       8
<PAGE>

The laws of the State of New  Jersey  shall  govern all  issues  concerning  the
relative rights of the Company and the Investors as its stockholders.  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  federal  courts for the  District of New Jersey
sitting 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.

This Agreement,  the  Irrevocable  Transfer Agent  Instructions,  the Securities
Purchase Agreement and related documents including the Convertible Debenture and
the  Security  Agreement  dated  the  date  hereof  (the  "Security  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  Irrevocable  Transfer Agent  Instructions,  the
Securities  Purchase  Agreement and related documents  including the Convertible
Debenture,  the Escrow Agreement and the Security Agreement  supersede all prior
agreements  and  understandings  among the parties  hereto  with  respect to the
subject matter hereof and thereof.

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

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

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.

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.

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.

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.


                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       9
<PAGE>

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

                                            COMPANY:
                                            TELEPLUS ENTERPRISES, INC.

                                            By: /s/ Marius Silvasan
                                                ----------------------------
                                            Name:    Marius Silvasan
                                            Title:   CEO


                                       10