Exhibit 10.3

                   THIRD AMENDMENT TO SHARE PURCHASE AGREEMENT

THIS THIRD AMENDMENT TO SHARE PURCHASE  AGREEMENT (this "Agreement") is made and
effective as of the 26th day of July, 2006

AMONG:
                  STEVE KEREKES
                  MELANIE KEREKES
                  JIM OATTES
                  GRACE DEBRABANDERE
                  JIM REDDON
                  MONICA REDDON
                  TOM DAVIS
                  JANE DAVIS

                  (collectively, the "Vendors")

                  - and -

                  TELEPLUS ENTERPRISES INC.

                  (the "Purchaser")

                  - and -

                  TELEPLUS CONNECT CORP.

                  (the "Corporation")

WHEREAS  pursuant to a share purchase  agreement made as of March 28, 2004 among
the Purchaser, the Vendors and the Corporation (the "Share Purchase Agreement"),
the Purchaser  purchased all of the issued and outstanding  common shares in the
capital of the Corporation (the "Purchased  Shares") on the terms and conditions
contained therein;

AND WHEREAS the  Purchaser,  the Vendors  and the  Corporation  entered  into an
amending  agreement  dated  December,  2005 to amend  certain  of the  terms and
conditions of the Share Purchase Agreement (the "First Amendment") as amended by
that  certain  Second  Amendment  to  Share  Purchase   Agreement  (the  "Second
Amendment")(collectively  the  First  Amendment  and the  Second  Amendment  are
referenced herein as the "Amendment");

AND WHEREAS  pursuant to the Amendment the Purchaser  proposed,  and the Vendors
agreed,  that in lieu of the consideration  which remained payable to them under
the terms of the Share  Purchase  Agreement,  the  Vendors  accepted as full and
final  satisfaction  of the  Obligations  the amount of $3,655,000  (without the
payment by Purchaser of any interest  thereon)  payable by the  Purchaser to the
Vendors  in 43  equal  monthly  instalments  on  the  first  day of  each  month
commencing August 1, 2006 of the amount of $50,000 in cash and $35,000 in shares
of the Purchaser's common stock (with said shares to be paid as provided herein)
(the "Settlement Consideration");

<PAGE>

AND  WHEREAS  the  parties  desire to modify  the  Second  Amendment  in certain
respects,  including changing the amount, timing and type of consideration to be
paid, all as set forth herein.

NOW THEREFORE in  consideration  of the mutual  covenants and agreements  herein
contained, it is agreed between the Parties as follows:

                                  ARTICLE 10 -
                                 INTERPRETATION

10.1  Defined Terms

Capitalized  terms used in this Agreement  without  definition have the meanings
specified in the Share Purchase Agreement and in the Amendment.

10.2  Governing Law

This Agreement  shall be governed by and  interpreted and enforced in accordance
with the laws of the  Province  of  Ontario  and the laws of  Canada  applicable
therein.

10.3  Arbitration

All  disputes  in  connection  with or arising out of the  existence,  validity,
construction,  interpretation,  performance  payments,  and  termination of this
Agreement (or any terms hereof),  which the Parties hereto are unable to resolve
between themselves,  whether in law or in equity, shall be settled in accordance
with the provisions of Article 11 of the Share Purchase Agreement.

10.4  Interpretation Not Affected by Headings

The division of this Agreement into articles,  sections,  subsections  and other
subdivisions and the insertion of headings are for convenience of reference only
and shall not affect the construction or interpretation of this Agreement.

10.5  Severability

If any provision  hereof is held to be illegal,  invalid or unenforceable in any
jurisdiction, such provision shall be deemed to be severed from the remainder of
this  Agreement  with  respect  only to  such  jurisdiction  and  the  remaining
provisions of this Agreement shall not be affected thereby and shall continue in
full force and effect.

10.6  Currency

All  references in the Share  Purchase  Agreement or this  Agreement to dollars,
unless otherwise specifically indicated, are expressed in Canadian currency.

10.7  Inclusion

Where the word  "including"  or "includes" is used in this  Agreement,  it shall
mean "including (or includes) without limitation".

10.8  Accounting Terms

All  accounting  terms  not  specifically  defined  in this  Agreement  shall be
construed in accordance with GAAP.


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<PAGE>

10.9   Effect of Amendment.

Except as  expressly  amended  hereby or in the  Amendment,  the Share  Purchase
Agreement and all rights and powers  created  thereby or  thereunder  are in all
respects  ratified,  confirmed and shall remain in full force and effect.  Where
any  section,  subsection  or  clause  of the Share  Purchase  Agreement  or the
Amendment is modified or deleted by this Agreement,  any unaltered  provision of
such section,  subsection or clause of the Share Purchase Agreement, as modified
by the Amendment shall remain in full force and effect. However, where any terms
and provisions of this  Agreement  conflict or are  inconsistent  with the Share
Purchase Agreement, as modified by the Amendment,  then the terms and provisions
of this Agreement shall govern, control and prevail.

                                  ARTICLE 11 -
                             CHANGE IN PAYMENT TERMS

2.1   Change in the Payment Terms

From  and  after  the  date  set  forth  above,   the  Vendors   hereby   agree,
notwithstanding  any other  provision  of the Share  Purchase  Agreement  or the
Amendment,  to accept the  following  consideration  instead  of the  Settlement
Consideration  and in lieu of the Obligations  which are payable under the Share
Purchase  Agreement  and the Amendment as full and final  consideration  for the
Purchased  Shares.  The Vendors  shall be paid  $3,600,000  in 60 equal  monthly
instalments  of $60,000  (in cash) on the first  business  day of each  calendar
month (a "Payment Date")  commencing August 1, 2006 and continuing for 59 months
thereafter. Vendors expressly agree and acknowledge that, except as set forth in
this Agreement,  Purchaser shall have no further payment obligations to Vendors,
including,  but not limited to those  obligations  set forth in Article 2 of the
Share  Purchase  Agreement and those  obligations  set forth in Article 2 of the
Amendment.

2.2.  Modifications  to the Amendment.  Sections 2.2, 2.3, and 3.4 of the Second
Amendment are hereby deleted in their entirety.

2.3   Other Provisions Unchanged

Except for  agreements  expressly  made by this  Agreement  with  respect to the
satisfaction of the Obligations and the  consideration as herein  provided,  all
other provisions of the Share Purchase  Agreement and the Amendment shall remain
and continue to have full force and effect as set forth therein.

                                  ARTICLE 12 -
                              ADDITIONAL AGREEMENTS

3.1   Events of Default

There shall be a default ("Default")  hereunder if Vendors provide Purchaser and
Corporation with written notice of any of the following and within five (5) days
after such notice  Purchaser  and/or the  Corporation,  as the case may be, have
failed to cure such Default:

      (e)   the Purchaser fails to make any payment of the  consideration to the
            Vendors  set forth in  Section  2.1  hereof in  accordance  with the
            provisions hereof;


                                       3
<PAGE>

      (f)   the  Purchaser  applies  for,  consents  to, or  acquiesces  in, the
            appointment of a trustee,  receiver or other custodian for it or any
            of its property, or, in the absence of such application,  consent or
            acquiescence,  a trustee,  receiver or other  custodian is appointed
            for  it or for  any  of  its  property,  or if it  makes  a  general
            assignment  for  the  benefit  of  creditors,  or  if a  bankruptcy,
            insolvency, reorganization,  readjustment, arrangement, composition,
            moratorium or other case or proceeding  seeking similar  relief,  or
            any  dissolution,  liquidation  or winding-up  proceeding  under any
            bankruptcy, insolvency, moratorium, corporate or other analogous law
            or  provision  is  commenced  in  respect of either it or any of its
            property or, if such case or  proceeding  is not commenced by it, is
            consented to or acquiesced in by it, or if it takes any corporate or
            other  action  to  authorize,  or in  furtherance  of,  any  of  the
            foregoing;

3.2   Rights of Vendors Upon Default

Notwithstanding  any provision in this  Agreement or any of the Documents to the
contrary,  following  the  occurrence  of any  Default  the  Vendors  shall have
immediate  access to any or all of the rights and  remedies  available  to them,
under the Documents or otherwise,  including  without limiting the generality of
the  foregoing  the  immediate  issuance  of a receiving  order  pursuant to the
provisions of the  Bankruptcy  and  Insolvency  Act (Canada) with respect to all
assets and business affairs of the Corporation.

3.3   No Waiver

Nothing  in this  Agreement  shall be deemed to be a waiver  of the  rights  and
remedies of the Vendors under this Agreement or of any of the Documents or those
granted by  applicable  law, all of which rights and remedies are  preserved and
remain in full force and effect subject to the terms of this Agreement.

                                  ARTICLE 13 -
                      SECURITY CONTINUING AND NOT AFFECTED

13.1  Guarantee

The Corporation hereby confirms that the guarantees of the Corporation under the
terms of the  Guarantee  shall  remain in full  force and  effect.  For  greater
certainty, the Corporation hereby guarantees to the Vendors and their successors
and  assigns,  forthwith  upon  demand,  prompt  and  complete  payment  of  the
consideration set forth in Section 2.1 hereof.

13.2  General Security Agreement

The  Corporation  hereby  confirms  that the security  interests  created on its
assets  pursuant to the GSA shall  remain in full force and effect.  For greater
certainty,  the security  interests thereby created shall secure the performance
by the Corporation of its obligations under the Guarantee and this Agreement.

13.3  Share Pledge Agreement

The Purchaser  hereby  confirms that,  except as modified  herein,  the security
interests created on the Purchased Shares pursuant to the Pledge shall remain in
full force and effect.  For greater  certainty,  the security  interests thereby
created  shall  secure the payment by the  Purchaser  of all amounts  arising in
connection with or pursuant to the Share Purchase Agreement,  as modified by the
Amendment and this Agreement.


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<PAGE>

                                  ARTICLE 14 -
                                     GENERAL

14.1  Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof. There are no representations,  warranties,  terms,
conditions,   undertakings  or  collateral  agreements,  expressed,  implied  or
statutory,  between such parties other than as expressly  set forth  herein.  No
modification  or amendment of any provision of this Agreement shall in any event
be  effective,  unless  the same shall be in writing  and duly  executed  by the
parties  hereto or thereto  and then such  modification  or  amendment  shall be
effective  only in the  specific  instance  and for the purpose for which it was
given.

14.2  Amendments

This  Agreement  may only be  amended,  modified  or  supplemented  by a written
agreement signed by all of the parties to this Agreement.

14.3  Rights Cumulative

All rights and  remedies  of the Vendors  set out in this  Agreement  and in the
Documents  will be cumulative  and no such right or remedy  contained  herein or
therein is intended to be exclusive  but each will be in addition to every other
right or remedy  contained  herein or  therein.  The  taking  of a  judgment  or
judgments with respect to the  consideration  set forth in Section 2.1 hereof or
the  Obligations or any of the  obligations of the Purchaser or the  Corporation
will  not  operate  as a  merger  of  any of the  covenants  or  representations
contained in this Agreement or the Documents.

14.4  Counterparts.

This amending agreement may be executed in counterparts,  each of which,  either
in original or facsimile  form,  shall  constitute  an original and all of which
taken together shall constitute one and the same instrument.

                     [SIGNATURES ARE ON THE FOLLOWING PAGE]


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<PAGE>

IN WITNESS  WHEREOF this amending  agreement has been executed by the Parties as
of the date first above written.

TELEPLUS ENTERPRISES INC.

By: /s/ Marius Silvasan
    ----------------------------------------
    Marius Silvasan, Chief Executive Officer


                                            /s/ Steve Kerekes
-----------------------------------         ------------------------------------
Witness:                                    Steve Kerekes


                                            /s/ Jim Oattes
-----------------------------------         ------------------------------------
Witness:                                    Jim Oattes


                                            /s/ Jim Reddon
-----------------------------------         ------------------------------------
Witness:                                    Jim Reddon


                                            /s/ Melanie Kerekes
-----------------------------------         ------------------------------------
Witness:                                    Melanie Kerekes


                                            /s/ Grace Debrabandere
-----------------------------------         ------------------------------------
Witness:                                    Grace Debrabandere


                                            /s/ Monica Reddon
-----------------------------------         ------------------------------------
Witness:                                    Monica Reddon


                                            /s/ Tom Davis
-----------------------------------         ------------------------------------
Witness:                                    Tom Davis


                                            /s/ Jane Davis
-----------------------------------         ------------------------------------
Witness:                                    Jane Davis


TELEPLUS CONNECT CORP.

By:  /s/ Tom Davis
     ----------------------------------------

Its: CEO
     ----------------------------------------


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