Exhibit 10.2

                  SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT

THIS SECOND AMENDMENT TO SHARE PURCHASE AGREEMENT (this "Agreement") is made and
effective as of the 30th day of June, 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 "Amendment");

<PAGE>

AND  WHEREAS  the  Purchaser's  obligations  to pay  the  consideration  for the
Purchased  Shares  to the  Vendors  in  accordance  with the  terms of the Share
Purchase Agreement (the "Obligations") are secured by: (i) a Guarantee Agreement
(the  "Guarantee")  dated May 11, 2005 between the  Corporation and the Vendors;
(ii) a General  Security  Agreement  (the "GSA")  dated May 11, 2005 between the
Corporation and the Vendors  granting the Vendors a security  interest in and to
all  undertakings,  property  and assets of the  Corporation;  and (iii) a Share
Pledge Agreement (the "Pledge") dated May 11, 2005 between the Purchaser and the
Vendors pledging all of the Purchased Shares to the Vendors  (collectively,  the
"Security  Documents"  and  together  with the  Share  Purchase  Agreement,  the
"Documents")(the  security  interests,  pledges and other rights  created by the
Security Documents are hereinafter referred to as the "Security");

AND WHEREAS the  Purchaser has  proposed,  and the Vendors have agreed,  that in
lieu of the  consideration  which remains payable to them under the terms of the
Share Purchase  Agreement,  the Vendors accept 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");

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

                                  ARTICLE 5 -
                                 INTERPRETATION

5.1   Defined Terms

Capitalized  terms used in this Agreement  without  definition have the meanings
specified in the Share Purchase  Agreement.  All references  herein to the Share
Purchase  Agreement  shall mean the Share  Purchase  Agreement as amended by the
Amendment.

5.2   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.

5.3   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.

5.4   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.


                                       2
<PAGE>

5.5   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.

5.6   Currency

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

5.7   Inclusion

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

5.8   Accounting Terms

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

                                  ARTICLE 6 -
                             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,  to accept
the Settlement  Consideration as full and final  consideration for the Purchased
Shares,  in lieu of the Obligations  which remains  currently  payable under the
Share  Purchase  Agreement.  The Settlement  Consideration  shall be paid to the
Vendors in 43 equal monthly  instalments  as follows:  (a) on the first business
day of each  calendar  month (a "Payment  Date")  commencing  August 1, 2006 and
continuing for 42 months  thereafter the amount of $50,000 in cash. In addition,
an  commencing  on the earlier of: (i) November 1, 2006;  or (ii) the  effective
date of the registration statement filed by Purchaser in connection with Section
2.3(a) below,  and continuing for 42 months  thereafter the amount of $35,000 in
shares of the  Purchaser's  common  stock (each share a  "Consideration  Share",
collectively  the  "Consideration  Shares").  The obligation of the Purchaser to
issue and  deliver  the  Consideration  Shares  to the  Vendors  is  hereinafter
referred to as the ("Share Payment Obligation"). Purchaser shall not pay Vendors
any interest on the Settlement Consideration or with respect to the payments set
forth in this section.  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.

In the event that the  registration  statement  filed by Purchaser (as set forth
below)  is not  effective  at the time that the  first or any  subsequent  Share
Payment  Obligation is due,  Purchaser shall pay the Share Payment Obligation by
paying to the Vendors the sum of $35,000 cash.

2.2   Consideration  Shares.  The number of Consideration Shares to be delivered
on each Payment Date shall be the number of Consideration Shares  determined  by
dividing the payment  amount of $35,000 per Payment Date by the average  closing
bid price for the Purchaser's common stock, as quoted by NASDAQ or an equivalent
quotation  system,  for the five (5) trading days that  immediately  precede the
relevant Payment Date (the "Deemed Share Price").


                                       3
<PAGE>

2.3   Registration Rights

      (a)   Following  execution of this  Agreement,  the Purchaser will use its
            best efforts and shall promptly (the "Registration  Period") prepare
            and file a registration  statement under the Securities Act of 1993,
            as amended,  or any  successor  federal  statute,  and the rules and
            regulations of the Securities  and Exchange  Commission  promulgated
            thereunder,  all as the same  shall be in  effect  from time to time
            (the "Securities Act") on any form that will permit the registration
            of  up  to  16,000,000  Consideration  Shares,  or  such  amount  of
            Consideration  Shares of the  Purchaser  sufficient  to satisfy  the
            Purchaser's   Share   Payment   Obligation   to  the  Vendors.   The
            aforementioned  registration  statement  shall be effective  for the
            entire  time  period  during  which   Purchaser   owes  Vendors  the
            Consideration Shares. In the event that said registration  statement
            is not effective  during a time period when  Purchaser  owes Vendors
            the Consideration Shares, then Purchaser shall pay the Share Payment
            Obligation  by paying to the  Vendors  the sum of $35,000  cash (for
            each  period  where  such a  payment  is due).  To the  extent  that
            Purchaser  pays the Vendors in cash,  such payment  shall reduce the
            amount of  Settlement  Consideration  owed by the  Purchaser  to the
            Vendors.

      (b)   If at  anytime  the  Purchaser  determines  to  file a  registration
            statement  under  the  Securities  Act on any form that  would  also
            permit the registration of up to 16,000,000 Consideration Shares, or
            such amount of Consideration  Shares of the Purchaser  sufficient to
            satisfy the  Purchaser's  Share  Payment  Obligation to the Vendors,
            other than by a registration  in connection with an acquisition in a
            manner which would not permit registration of registrable securities
            for sale to the public,  on Form S-8, or any successor form thereto,
            or on Form S-4, or any successor form thereto, and such filing is to
            be on  its  behalf  and/or  on  behalf  of  selling  holders  of its
            securities for general  registration  of common stock to be sold for
            cash pursuant to a public  offering,  the Purchaser  shall  promptly
            give the Vendors written notice of such determination  setting forth
            the date on which the Purchaser  proposes to file such  registration
            statement,  which  date shall be no earlier  than  thirty  (30) days
            after the date of such  notice,  and  advising  the Vendors of their
            right   to  have  the   Consideration   Shares   included   in  such
            registration.  Upon the written  request of the Vendors  received by
            the  Purchaser  no later  than ten (10)  days  after the date of the
            Purchaser's  notice (which  request  shall  specify the  registrable
            securities intended to be disposed of by such holders of registrable
            securities  and the intended  method of  disposition  thereof),  the
            Purchaser shall use its best efforts to cause to be registered under
            the Securities  Act and included in such public  offering all of the
            Consideration  Shares  that  the  Vendors  have so  requested  to be
            registered.  The Vendors may only exercise the aforementioned  right
            once.

      (c)   If, in the written opinion of the managing  underwriter  (or, in the
            case of a non-underwritten  offering,  in the written opinion of the
            Purchaser), the total amount of such securities to be so registered,
            including such Consideration  Shares, will exceed the maximum amount
            of the Purchaser's  securities which can be marketed: (i) at a price
            reasonably  related  to  the  then  current  market  value  of  such
            securities;  or (ii)  without  otherwise  materially  and  adversely
            affecting the entire offering;  then the Purchaser shall be entitled
            to reduce the number of Consideration Shares;  provided however that
            in any such case the number of shares of securities to be registered
            on behalf of all other selling stockholders is reduced on a pro rata
            basis  based on the  aggregate  number of  securities  owned by each
            selling   stockholder  at  the  time  of  filing  the   registration
            statement.


                                       4
<PAGE>

      (d)   The  Purchaser  has  right  to  designate  CIBC  Wood  Gundy,   1250
            Rene-Levesque  Blvd. West, Suite 3100,  Montreal,  Quebec,  H3B 4W8,
            Canada, or such other broker as the Purchaser may reasonably select,
            as the  broker  (the  "Broker")  that  will  sell the  Consideration
            Shares.  Purchaser  further  undertakes  to have the Broker sell the
            Consideration Shares within ninety (90) days after the Vendors place
            the  Consideration  Shares  with the Broker  (the  "Share  Sale Time
            Period").  Vendors agree to use the Broker to sell the Consideration
            Shares. In addition,  the Vendors agree to place said  Consideration
            Shares  with  the  Broker  immediately  after  the  issuance  of the
            Consideration  Shares  to  the  Vendors.  In  the  event  that  said
            Consideration  Shares have not been sold prior to the  expiration of
            the Share Sale Time  Period,  then the Vendors may notify  Purchaser
            that they desire to cancel the  remaining  Consideration  Shares and
            instead  request that Purchaser make cash payment(s) to Vendors with
            respect to the remaining  Consideration  Shares.  For clarity,  this
            provision only relates to the  Consideration  Shares not sold within
            the Share Sale Time Period and not to future  payments (which may be
            made by the Purchaser with Consideration Shares)

      (e)   All  expenses  incurred  by the  Purchaser  in  connection  with the
            foregoing   registrations,   including,   without  limitation,   all
            registration,  filing  and  qualification  fees,  blue  sky fees and
            expenses,  printing expenses,  fees and disbursements of counsel for
            the  Purchaser,  expenses of any  special  audits  incidental  to or
            required by such registration will be borne by the Corporation.  All
            selling expenses, including any and all fees, commissions, discounts
            or similar  payments made to any broker or dealer in connection with
            the sale of any  securities  shall be  borne by the  holder  of such
            securities.

2.4   Other Provisions Unchanged

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

                                  ARTICLE 7 -
                              ADDITIONAL AGREEMENTS

3.1   Acknowledgements of the Purchaser

The Purchaser acknowledges and agrees that:

      (a)   as modified by the  provisions  set forth  herein,  the  Security is
            valid, binding and fully enforceable, and shall continue to be fully
            enforceable,  by the Vendors in accordance  with the terms  thereof,
            and the Vendors are  entitled  to exercise  all of their  respective
            rights and remedies in respect of the  Obligations,  including under
            the Security;

      (b)   the Vendors are in material  compliance  with any obligations to it,
            whether under the Documents or otherwise;

      (c)   except as otherwise provided herein, none of the Documents have been
            released,  discharged,  waived,  or  varied,  that  they all  remain
            binding upon the  Purchaser  and the  Corporation  and are valid and
            enforceable against them in accordance with the terms thereof;


                                       5
<PAGE>

      (d)   it,  together  with  the  Corporation  as  guarantor,  have  jointly
            requested the Vendors to accept the Settlement Consideration in lieu
            of the  Obligations  payable to the  Vendors  under the terms of the
            Share Purchase Agreement;

      (e)   it consents,  following Default, to the Vendors taking such steps as
            they deem necessary in their  discretion to collect the  Obligations
            and to enforce the Documents.

3.2   Acknowledgements of the Corporation

The Corporation  hereby  acknowledges and agrees to and in favour of the Vendors
that:

      (a)   the Guarantee is in full force and effect, unamended;

      (b)   as modified by the  provisions  set forth  herein,  the  Security is
            valid, binding and fully enforceable, and shall continue to be fully
            enforceable,  by the Vendors in accordance  with the terms  thereof,
            and the Vendors are  entitled  to exercise  all of their  respective
            rights and remedies in respect of the  Obligations,  including under
            the Security;

      (c)   it consents to the Purchaser entering into this Agreement;

      (d)   it  has  obtained  such   independent   legal  advice  as  it  deems
            appropriate in the circumstances;

      (e)   it together with the Purchaser have jointly requested the Vendors to
            accept  the  Settlement  Consideration  in lieu  of the  Obligations
            payable  to the  Vendors  under  the  terms  of the  Share  Purchase
            Agreement;

      (f)   it consents,  following Default, to the Vendors taking such steps as
            they deem necessary in their  discretion to collect the  Obligations
            and to enforce the Documents.

3.3   Acknowledgements of the Vendors

The Vendors acknowledges and agrees that:

      (a)   the Purchaser and the  Corporation  are in material  compliance with
            any obligations to them, whether under the Documents or otherwise;

      (b)   except as otherwise provided herein, none of the Documents have been
            released,  discharged,  waived,  or  varied,  that  they all  remain
            binding upon the Vendors and are valid and enforceable  against them
            in accordance with the terms thereof; and

      (c)   the Vendors  have jointly  requested  that the  Corporation  and the
            Purchaser  accept  the  Settlement  Consideration  in  lieu  of  the
            Obligations  payable  to the  Vendors  under  the terms of the Share
            Purchase Agreement.

3.3   Representations and Warranties

(a) Each of the Purchaser and the  Corporation  hereby  represent and warrant to
the  Vendors,   and   acknowledge   that  the  Vendors  are  relying  upon  such
representations and warranties in entering into this Agreement, as follows:


                                       6
<PAGE>

      (1) all  corporate  action  necessary  for the  authorization,  execution,
      delivery and  performance of this Agreement by it has been duly authorized
      and taken by it;

      (2)  this  Agreement,  when  duly  executed  and  delivered  by  it,  will
      constitute a legal, valid and binding  obligation,  enforceable against it
      in accordance with its terms,  except that: (a) the rights and remedies of
      the Vendors  hereunder may be subject to and affected by the laws relating
      to bankruptcy, insolvency, reorganization and creditors' rights generally;
      and (b) a court may or may not order an injunction,  specific  performance
      or other equitable remedy with respect to any particular provision of this
      Agreement; and

      (3) there is no  provision  of any  by-law,  directors'  or  shareholders'
      resolution,  indenture or agreement,  written or oral, of or in respect of
      it or under  which it is  obligated  and,  to its  knowledge,  there is no
      statute,  rule,  regulation,  judgment,  decree  or order of any  court or
      agency  binding on it,  that would be  contravened  by the  execution  and
      delivery  of  this  Agreement,  or by the  performance  of any  provision,
      condition, covenant or other term hereof.

(b)  The  Vendors  hereby  represent  and  warrant  to  the  Purchaser  and  the
Corporation and  acknowledge  that the Purchaser and the Corporation are relying
upon such  representations  and warranties in entering into this  Agreement,  as
follows:

      (1) all action necessary for the  authorization,  execution,  delivery and
      performance of this  Agreement by them has been duly  authorized and taken
      by them;

      (2) this Agreement,  when duly executed and delivered by each Vendor, will
      constitute a legal, valid and binding obligation, enforceable against them
      in accordance with its terms,  except that: (a) the rights and remedies of
      the Purchaser and the Corporation hereunder may be subject to and affected
      by  the  laws  relating  to  bankruptcy,  insolvency,  reorganization  and
      creditors'  rights  generally;  and (b) a court  may or may not  order  an
      injunction, specific performance or other equitable remedy with respect to
      any particular provision of this Agreement; and

      (3) there is no provision of any indenture or agreement,  written or oral,
      of or in respect of it or under  which they are  obligated  and,  to their
      knowledge,  there is no statute,  rule,  regulation,  judgment,  decree or
      order of any court or agency binding on them, that would be contravened by
      the execution and delivery of this Agreement, or by the performance of any
      provision, condition, covenant or other term hereof.

3.4   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:

      (a)   the  Purchaser   fails  to  make  any  payment  of  the   Settlement
            Consideration  to the  Vendors  in  accordance  with the  provisions
            hereof;

      (b)   the Purchaser or the Corporation breaches or defaults in performing,
            complying  with or  fulfilling  any  material  covenant,  agreement,
            undertaking,  condition or obligation  in, under or pursuant to this
            Agreement in any material respect;


                                       7
<PAGE>

      (c)   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;

      (d)   the  Corporation  is  in  default,   after  the  expiration  of  the
            applicable  cure period(s),  if any, under that certain  Forbearance
            Agreement  dated July 1, 2006  entered into by and among the Telizon
            Shareholders, the 15005365 Shareholders,  the Corporation,  Telizon,
            Inc. and 15005365, Inc.

3.5   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.

3.6   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 8 -
                      SECURITY CONTINUING AND NOT AFFECTED

8.1   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
Settlement Consideration (or, in the event of a Default, the Obligations).

8.2   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.

8.3   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 this
Agreement.


                                       8
<PAGE>

8.4   Further Assurances

The  Purchaser  and the  Corporation  hereby  undertake  to do all such acts and
things  and  execute  and  deliver  such  deeds,   transfers,   assignments  and
instruments  as the Purchasers  may  reasonably  require in connection  with the
preservation of the guarantees and security interests to which reference is made
in this Article 3.

                                  ARTICLE 9 -
                                     GENERAL

9.1   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.

9.2   Amendments

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

9.3   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 Settlement Consideration 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.

9.4   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]


                                       9
<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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