Exhibit 10.2



                                                           DATED:  JULY 28, 2006

      NEITHER THIS  DEBENTURE NOR THE  SECURITIES  INTO WHICH THIS  DEBENTURE IS
      CONVERTIBLE   HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE
      COMMISSION OR THE  SECURITIES  COMMISSION OF ANY STATE IN RELIANCE UPON AN
      EXEMPTION FROM  REGISTRATION  UNDER THE SECURITIES ACT OF 1933, AS AMENDED
      (THE  "SECURITIES  ACT"),  AND,  ACCORDINGLY,  MAY NOT BE  OFFERED OR SOLD
      EXCEPT  PURSUANT  TO  AN  EFFECTIVE   REGISTRATION   STATEMENT  UNDER  THE
      SECURITIES  ACT  OR  PURSUANT  TO AN  AVAILABLE  EXEMPTION  FROM,  OR IN A
      TRANSACTION  NOT  SUBJECT  TO,  THE   REGISTRATION   REQUIREMENTS  OF  THE
      SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

No. TPLE-4                                                            $3,000,000

                           TELEPLUS ENTERPRISES, INC.

                          SECURED CONVERTIBLE DEBENTURE


                               DUE: JULY 28, 2009

      This Secured Convertible Debenture (the "Debenture") is issued by TELEPLUS
ENTERPRISES,  INC., a Nevada  corporation  (the  "Company"),  to CORNELL CAPITAL
PARTNERS,  LP (the  "Holder"),  pursuant  to that  certain  Securities  Purchase
Agreement (the "Securities Purchase Agreement") dated July 28, 2006.

      FOR VALUE  RECEIVED,  the Company hereby  promises to pay to the Holder or
its  successors  and  assigns  the  principal  sum  of  Three  Million   Dollars
($3,000,000)  together  with  accrued but unpaid  interest on or before July 28,
2009 (the "Maturity Date") in accordance with the following terms:

      Section 1. General Terms

      (a) Interest.  Interest shall accrue on the outstanding  principal balance
hereof  at an  annual  rate  equal  to ten  percent  (10%).  Interest  shall  be
calculated on the basis of a 365-day year and the actual number of days elapsed,
to the extent permitted by applicable law.  Interest  hereunder shall be paid on
the Maturity  Date (or sooner as provided  herein) to the Holder or its assignee
in whose  name this  Debenture  is  registered  on the  records  of the  Company
regarding  registration  and  transfers of Debentures in cash or in Common Stock
(valued at the Closing Bid Price on the  Trading  Day  immediately  prior to the
date paid) at the option of the Company.


<PAGE>

      (b)  Security.  This  Debenture  is secured by a Second  Pledge and Escrow
Agreement (the "Pledge  Agreement")  dated July 28, 2006 among the Company,  the
Holder,  the Escrow Agent, a Second Amended and Restated Security Agreement (the
"Security  Agreement")  dated July 28, 2006  between the Company and the Holder,
and  the  Second   Amended   and   Restated   Subsidiary   Security   Agreements
(collectively,  the "Subsidiary Security  Agreements") dated July 28, 2006 among
the Company, the Holder, the three (3) subsidiaries of the Company.

      Section 2. Events of Default.

      (a) An "Event of  Default",  wherever  used  herein,  means any one of the
following  events  (whatever  the reason and  whether it shall be  voluntary  or
involuntary or effected by operation of law or pursuant to any judgment,  decree
or order of any court, or any order, rule or regulation of any administrative or
governmental body):

            (i) Any default in the payment of the principal  of,  interest on or
other charges in respect of this Debenture,  free of any claim of subordination,
as and when the same  shall  become due and  payable  whether  upon a  Mandatory
Redemption (as defined in Section 3(b)),  an Optional  Redemption (as defined in
Section 3(a)),  or a Conversion  Date or the Maturity Date or by acceleration or
otherwise;

            (ii) The Company or any subsidiary of the Company shall commence, or
there shall be commenced  against the Company or any  subsidiary  of the Company
under any applicable bankruptcy or insolvency laws as now or hereafter in effect
or any  successor  thereto,  or the  Company or any  subsidiary  of the  Company
commences any other proceeding under any reorganization, arrangement, adjustment
of debt,  relief of debtors,  dissolution,  insolvency or liquidation or similar
law of any  jurisdiction  whether  now or  hereafter  in effect  relating to the
Company or any  subsidiary  of the  Company or there is  commenced  against  the
Company or any  subsidiary  of the Company any such  bankruptcy,  insolvency  or
other  proceeding  which  remains  undismissed  for a period of 61 days;  or the
Company or any subsidiary of the Company is  adjudicated  insolvent or bankrupt;
or any order of relief or other order  approving  any such case or proceeding is
entered; or the Company or any subsidiary of the Company suffers any appointment
of any custodian,  private or court appointed receiver or the like for it or any
substantial part of its property which continues  undischarged or unstayed for a
period of sixty one (61) days;  or the Company or any  subsidiary of the Company
makes a general  assignment for the benefit of creditors;  or the Company or any
subsidiary of the Company shall fail to pay, or shall state that it is unable to
pay, or shall be unable to pay,  its debts  generally as they become due; or the
Company or any  subsidiary  of the Company shall call a meeting of its creditors
with a view to  arranging a  composition,  adjustment  or  restructuring  of its
debts;  or the  Company or any  subsidiary  of the  Company  shall by any act or
failure to act expressly indicate its consent to, approval of or acquiescence in
any of the  foregoing;  or any corporate or other action is taken by the Company
or any  subsidiary  of the  Company  for the  purpose  of  effecting  any of the
foregoing;

            (iii) The Company or any  subsidiary of the Company shall default in
any of its  obligations  under  any  other  debenture  or any  mortgage,  credit
agreement or other facility,  indenture agreement,  factoring agreement or other
instrument under which there may be issued,  or by which there may be secured or
evidenced any  indebtedness  for borrowed money or money due under any long term
leasing or factoring arrangement of the Company or any subsidiary of the Company
in an amount exceeding  $100,000,  whether such indebtedness now exists or shall
hereafter be created and such default shall result in such indebtedness becoming
or being declared due and payable prior to the date on which it would  otherwise
become due and payable;

            (iv) The  Common  Stock  shall  cease to be quoted  for  trading  or
listing  for trading on any of (a) the  American  Stock  Exchange,  (b) New York
Stock Exchange,  (c) the Nasdaq National Market,  (d) the Nasdaq Capital Market,
or (e) the NASD OTC Bulletin Board ("OTC") (each, a "Primary  Market") and shall
not again be quoted or listed for trading on any Primary  Market within five (5)
Trading Days of such delisting;

            (v) The Company or any subsidiary of the Company shall be a party to
any Change of Control Transaction (as defined in Section 6);


                                       2
<PAGE>

            (vi)  The  Company  shall  fail  to  file  the   Underlying   Shares
Registration Statement (as defined in Section 6) with the Commission (as defined
in Section 6), or the Underlying  Shares  Registration  Statement shall not have
been declared effective by the Commission,  in each case within the time periods
set forth in the Investor  Registration Rights Agreement  ("Registration  Rights
Agreement") dated July 28, 2006 between the Company and the Holder;

            (vii) If the  effectiveness  of the Underlying  Shares  Registration
Statement  lapses for any reason or the Holder  shall not be permitted to resell
the shares of Common Stock underlying this Debenture under the Underlying Shares
Registration  Statement,  in either  case,  for more  than five (5)  consecutive
Trading  Days  or an  aggregate  of  eight  Trading  Days  (which  need  not  be
consecutive Trading Days);

            (viii) The Company shall fail for any reason to deliver Common Stock
certificates to a Holder prior to the fifth (5th) Trading Day after a Conversion
Date or after a Redemption  Date if the Company is eligible and elects to settle
a Mandatory  Redemption in shares of Common Stock,  or the Company shall provide
notice to the Holder,  including by way of public announcement,  at any time, of
its intention not to comply with requests for  conversions,  or  settlements  of
Mandatory  Redemptions in shares of Common Stock,  in accordance  with the terms
hereof

            (ix) The Company shall fail for any reason to deliver the payment in
cash pursuant to a Buy-In (as defined herein) within three (3) days after notice
is claimed delivered hereunder;

            (x) The Company shall fail to observe or perform any other covenant,
agreement or warranty contained in, or otherwise commit any breach or default of
any  provision of this  Debenture  (except as may be covered by Section  2(a)(i)
through 2(a)(ix)  hereof) or any Transaction  Document (as defined in Section 6)
which is not cured with in the time prescribed, or an Event of Default under any
other debenture issued to the Holder in connection with the Securities  Purchase
Agreement shall occur;

      (b) During the time that any portion of this Debenture is outstanding,  if
any Event of Default has occurred,  the full principal amount of this Debenture,
together with interest and other amounts owing in respect  thereof,  to the date
of  acceleration  shall become at the  Holder's  election,  immediately  due and
payable in cash,  provided  however,  the Holder may request  (but shall have no
obligation  to request)  payment of such amounts in Common Stock of the Company.
If an Event of  Default  shall  occur,  at the sole  option of the  Holder,  the
Conversion  Price  shall be reduced to $0.05.  Furthermore,  in  addition to any
other  remedies,  the Holder  shall have the right (but not the  obligation)  to
convert  this  Debenture  at any time  after (x) an Event of  Default or (y) the
Maturity  Date at the  Conversion  Price then  in-effect.  The  Holder  need not
provide and the Company hereby waives any presentment,  demand, protest or other
notice of any kind, and the Holder may immediately and without expiration of any
grace period  enforce any and all of its rights and remedies  hereunder  and all
other remedies  available to it under  applicable  law. Such  declaration may be
rescinded and annulled by Holder at any time prior to payment hereunder. No such
rescission or annulment  shall affect any subsequent  Event of Default or impair
any right  consequent  thereon.  Upon an Event of Default,  notwithstanding  any
other provision of this Debenture or any Transaction Document,  the Holder shall
have no obligation to comply with or adhere to any  limitations,  if any, on the
conversion of this Debenture or the sale of the Underlying Shares.

      Section 3. Redemptions.

      (a) Company's  Optional Cash  Redemption.  The Company at its option shall
have the right to  redeem  ("Optional  Redemption")  a  portion  or all  amounts
outstanding  under this Debenture prior to the Maturity Date provided that as of
the date of the Holder's receipt of a Redemption  Notice (as defined herein) (i)
the Closing Bid Price of the of the Common Stock, as reported by Bloomberg,  LP,
is less than the Fixed Conversion  Price, (ii) and (iii) no Event of Default has
occurred.  The Company shall pay an amount equal to the  principal  amount being
redeemed plus a redemption premium ("Redemption  Premium") equal to five percent
(5%) of the principal  amount being  redeemed  (collectively  referred to as the
"Redemption  Amount").  In order to make a  redemption,  the Company shall first
provide  written notice to the Holder of its intention to make a redemption (the
"Redemption Notice") setting forth the amount of principal it desires to redeem.
After receipt of the Redemption  Notice the Holder shall have three (3) business
days to elect to convert  all or any portion of this  Debenture,  subject to the
limitations  set forth in Section 4(b).  On the fourth (4th)  business day after
the  Redemption  Notice,  the Company shall deliver to the Holder the Redemption
Amount with respect to the  principal  amount  redeemed  after giving  effect to
conversions effected during the three (3) business day period.


                                       3
<PAGE>

      (b) Mandatory  Redemptions.  Beginning on March 1, 2007, and continuing on
the first Trading Day of each calendar month thereafter,  the Company shall make
mandatory  redemptions  ("Mandatory   Redemptions")  consisting  of  outstanding
principal.  The principal amount of each Mandatory  Redemption shall be equal to
$100,000  ("Mandatory  Redemption Amount") per calendar month, until all amounts
owed under this Debenture have been paid in full.

      The  Company  shall  transmit  a copy of a  Redemption  Notice in the form
attached hereto as Exhibit A (the  "Redemption  Notice") via facsimile (or other
delivery)  for  receipt  on or prior to 5:00 pm New York  City time at least one
Trading Day prior to the due date of such Mandatory  Redemption (the "Redemption
Date") which shall (i) indicate the applicable Mandatory Redemption Amount, (ii)
indicate the Company's choice of settlement  options  (pursuant to Section 3(c))
with respect to such Redemption Notice, and (iii) be signed by an officer of the
Company.  The Company  shall settle all Mandatory  Redemptions  within 5 Trading
Days of the Redemption Date (the "Settlement  Date").  The Holder shall have the
absolute right, in its sole discretion,  to suspend the Company's obligations to
make Mandatory  Redemptions by providing the Company with written notice of such
election  ("Suspension  Notice") prior to the Redemption  Date. The Holder shall
have no  obligation  to accept any  Mandatory  Redemptions  made by the  Company
during any suspension period specified in a Suspension Notice after the Holder's
submission  of such  Suspension  Notice.  The  obligation of the Company to make
Mandatory  Redemptions  shall  resume  on the  first  Trading  Day of the  month
following the  expiration  of the  suspension  period  specified in a Suspension
Notice.

      (c)  Company's  Settlement of Mandatory  Redemptions.  The Company has the
option,  in its sole discretion,  to settle Mandatory  Redemptions by (i) paying
the Holder cash in an amount equal to the Mandatory  Redemption  Amount plus the
Redemption  Premium,  or (ii) issuing to the Holder a number of shares of Common
Stock (the "Redemption Shares") equal to the Mandatory Redemption Amount divided
by ninety  percent  (90%) of the lowest  Volume  Weighted  Average  Price of the
Common  Stock  during the twenty (20) trading  days  immediately  preceding  the
Conversion Date as quoted by Bloomberg,  LP (the "Redemption  Conversion Price")
provided  that in order for the Company to choose  option  (ii) of this  Section
3(c), (A) the Underlying Share  Registration  Statement shall have been declared
effective and shall remain  effective on the  Redemption  Date,  (B) no Event of
Default shall have occurred,  and (C) the Closing Bid Price for the Common Stock
shall be greater than the Redemption Conversion Price as of the Redemption Date.


                                       4
<PAGE>

      (d) Special Instructions  Regarding Settlement of Mandatory Redemptions in
Shares of Common Stock. In the event that the Company chooses (if such option is
available) to settle a Mandatory  Redemption in shares of Common Stock  pursuant
to option (ii) of Section  3(c),  upon  notice to the Holder of such  settlement
selection  option,  the  Redemption  Notice  shall  be  treated  the  same  as a
Conversion  Notice  submitted by the Holder and processed in accordance with the
provisions  for  Conversion  Notices set forth in Section.  The  limitations  on
Conversions  set forth in  Section  4(b))  hereof  shall  apply to any shares of
Common Stock issued pursuant to this Section 3.

      Section 4. Conversion.

      (a) Conversion at Option of Holder.

            (i) This Debenture shall be convertible  into shares of Common Stock
at the  option of the  Holder,  in whole or in part at any time and from time to
time,  after the  Original  Issue Date (as defined in Section 6) (subject to the
limitations  on  conversion  set forth in Section  4(b)  hereof).  The number of
shares of Common Stock issuable upon a conversion  hereunder equals the quotient
obtained  by  dividing  (x)  the  outstanding  amount  of this  Debenture  to be
converted  by (y) the  Conversion  Price (as  defined in Section  4(c)(i)).  The
Company shall deliver Common Stock certificates to the Holder prior to the Fifth
(5th) Trading Day after a Conversion Date.

            (ii)  Notwithstanding  anything to the contrary contained herein, if
on any  Conversion  Date:  (1) the number of shares of Common  Stock at the time
authorized, unissued and unreserved for all purposes, or held as treasury stock,
is  insufficient  to pay  principal  and interest  hereunder in shares of Common
Stock; (2) the Common Stock is not listed or quoted for trading on the OTC or on
a Primary Market;  or (3) the Company has failed to timely satisfy a conversion;
then, at the option of the Holder, the Company,  in lieu of delivering shares of
Common  Stock  pursuant to Section  4(a)(i),  shall  deliver,  within  three (3)
Trading Days of each applicable  Conversion Date, an amount in cash equal to the
product  of the  outstanding  principal  amount to be  converted  divided by the
applicable  Conversion Price, and multiplied by the highest Closing Bid Price of
the  stock  from  date of the  conversion  notice  till the date  that such cash
payment is made.

      Further,  if the Company shall not have  delivered any cash due in respect
of  conversion  of this  Debenture  by the  fifth  (5th)  Trading  Day after the
Conversion  Date, the Holder may, by notice to the Company,  require the Company
to issue shares of Common Stock  pursuant to Section 4(c),  except that for such
purpose  the  Conversion  Price  applicable  thereto  shall be the lesser of the
Conversion  Price on the Conversion Date and the Conversion Price on the date of
such Holder  demand.  Any such shares will be subject to the  provisions of this
Section.

            (iii) The Holder  shall  effect  conversions  by  delivering  to the
Company  a  completed  notice  in the  form  attached  hereto  as  Exhibit  B (a
"Conversion Notice").  The date on which a Conversion Notice is delivered is the
"Conversion  Date." Unless the Holder is converting the entire  principal amount
outstanding  under this  Debenture,  the Holder is not  required  to  physically
surrender  this  Debenture  to the  Company  in  order  to  effect  conversions.
Conversions  hereunder  shall  have  the  effect  of  lowering  the  outstanding
principal  amount of this Debenture plus all accrued and unpaid interest thereon
in an amount  equal to the  applicable  conversion.  The Holder and the  Company
shall maintain  records showing the principal  amount  converted and the date of
such conversions. In the event of any dispute or discrepancy, the records of the
Holder shall be controlling and determinative in the absence of manifest error.


                                       5
<PAGE>

(b) Certain Conversion Restrictions.

             (i) A Holder may not convert  this Debenture  or receive  shares of
Common Stock as payment of interest  hereunder to the extent such  conversion or
receipt of such interest  payment would result in the Holder,  together with any
affiliate thereof, beneficially owning (as determined in accordance with Section
13(d) of the Exchange  Act and the rules  promulgated  thereunder)  in excess of
4.99% of the then  issued  and  outstanding  shares of Common  Stock,  including
shares  issuable upon  conversion of, and payment of interest on, this Debenture
held by such Holder after application of this Section. Since the Holder will not
be  obligated  to report to the Company the number of shares of Common  Stock it
may hold at the time of a conversion  hereunder,  unless the conversion at issue
would result in the issuance of shares of Common Stock in excess of 4.99% of the
then outstanding shares of Common Stock without regard to any other shares which
may be  beneficially  owned by the Holder or an  affiliate  thereof,  the Holder
shall have the authority and  obligation  to determine  whether the  restriction
contained in this Section will limit any particular  conversion hereunder and to
the extent that the Holder  determines  that the  limitation  contained  in this
Section applies,  the  determination of which portion of the principal amount of
this Debenture is convertible shall be the  responsibility and obligation of the
Holder.  If the Holder has delivered a Conversion  Notice for a principal amount
of this  Debenture  that,  without regard to any other shares that the Holder or
its affiliates may  beneficially  own, would result in the issuance in excess of
the permitted amount hereunder, the Company shall notify the Holder of this fact
and shall honor the conversion for the maximum  principal amount permitted to be
converted on such Conversion  Date in accordance  with the periods  described in
Section  4(a)(i) and, at the option of the Holder,  either  retain any principal
amount tendered for conversion in excess of the permitted  amount  hereunder for
future  conversions or return such excess  principal  amount to the Holder.  The
provisions  of this Section may be waived by a Holder (but only as to itself and
not to any other Holder) upon not less than 65 days prior notice to the Company.
Other Holders shall be unaffected by any such waiver.

      (c) Conversion Price and Adjustments to Conversion Price.

            (i) The conversion  price in effect on any Conversion Date shall be,
at the sole  option of the Holder,  equal to either  $0.20 per share (the "Fixed
Conversion  Price") or (b) ninety  percent (90%) of the lowest  Volume  Weighted
Average  Price  of  the  Common  Stock  during  the  twenty  (20)  trading  days
immediately  preceding  the  Conversion  Date as  quoted by  Bloomberg,  LP (the
"Market Conversion Price"). The Fixed Conversion Price and the Market Conversion
Price are  collectively  referred to as the  "Conversion  Price." The Conversion
Price may be adjusted pursuant to the other terms of this Debenture.

            (ii)  If  the  Company,   at  any  time  while  this   Debenture  is
outstanding,  shall (a) pay a stock dividend or otherwise make a distribution or
distributions  on  shares  of its  Common  Stock or any  other  equity or equity
equivalent   securities  payable  in  shares  of  Common  Stock,  (b)  subdivide
outstanding  shares of Common Stock into a larger number of shares,  (c) combine
(including  by way of reverse  stock split)  outstanding  shares of Common Stock
into a smaller number of shares, or (d) issue by  reclassification  of shares of
the  Common  Stock any shares of capital  stock of the  Company,  then the Fixed
Conversion  Price shall be multiplied by a fraction of which the numerator shall
be the number of shares of Common  Stock  (excluding  treasury  shares,  if any)
outstanding  before such event and of which the denominator  shall be the number
of shares of Common Stock  outstanding  after such event.  Any  adjustment  made
pursuant to this Section  shall become  effective  immediately  after the record
date for the determination of stockholders  entitled to receive such dividend or
distribution and shall become effective  immediately after the effective date in
the case of a subdivision, combination or re-classification.


                                       6
<PAGE>

            (iii)  If  the  Company,   at  any  time  while  this  Debenture  is
outstanding,  shall issue  rights,  options or warrants to all holders of Common
Stock (and not to the Holder) entitling them to subscribe for or purchase shares
of Common Stock at a price per share less than the Fixed Conversion  Price, then
the Fixed  Conversion  Price shall be  multiplied  by a  fraction,  of which the
denominator  shall be the  number  of  shares  of the  Common  Stock  (excluding
treasury  shares,  if any) outstanding on the date of issuance of such rights or
warrants  (plus the number of  additional  shares of Common  Stock  offered  for
subscription  or purchase),  and of which the  numerator  shall be the number of
shares of the Common Stock (excluding  treasury  shares,  if any) outstanding on
the date of issuance of such rights or warrants, plus the number of shares which
the  aggregate  offering  price of the total  number of shares so offered  would
purchase at the Fixed Conversion  Price.  Such adjustment shall be made whenever
such rights or warrants are issued, and shall become effective immediately after
the record date for the  determination of stockholders  entitled to receive such
rights,  options or warrants.  However,  upon the  expiration of any such right,
option or warrant to purchase  shares of the Common  Stock the issuance of which
resulted  in an  adjustment  in the  Fixed  Conversion  Price  pursuant  to this
Section,  if any such right,  option or warrant  shall expire and shall not have
been  exercised,   the  Fixed  Conversion  Price  shall  immediately  upon  such
expiration  be  recomputed  and effective  immediately  upon such  expiration be
increased  to the  price  which it would  have been  (but  reflecting  any other
adjustments  in the Fixed  Conversion  Price made pursuant to the  provisions of
this Section after the issuance of such rights or warrants)  had the  adjustment
of the Fixed Conversion Price made upon the issuance of such rights,  options or
warrants  been made on the basis of offering for  subscription  or purchase only
that number of shares of the Common Stock  actually  purchased upon the exercise
of such rights, options or warrants actually exercised.

            (iv) If the Company or any subsidiary thereof, as applicable, at any
time while this Debenture is outstanding,  shall issue shares of Common Stock or
rights, warrants,  options or other securities or debt that are convertible into
or  exchangeable  for  shares  of  Common  Stock  ("Common  Stock  Equivalents")
entitling  any Person to acquire  shares of Common  Stock,  at a price per share
less  than the Fixed  Conversion  Price (if the  holder of the  Common  Stock or
Common Stock  Equivalent  so issued  shall at any time,  whether by operation of
purchase price adjustments, reset provisions,  floating conversion,  exercise or
exchange  prices or otherwise,  or due to warrants,  options or rights per share
which is issued in connection with such issuance,  be entitled to receive shares
of Common  Stock at a price per  share  which is less than the Fixed  Conversion
Price,  such  issuance  shall be deemed to have occurred for less than the Fixed
Conversion Price),  then, at the sole option of the Holder, the Fixed Conversion
Price shall be adjusted to mirror the conversion, exchange or purchase price for
such Common Stock or Common Stock  Equivalents  (including any reset  provisions
thereof) at issue.  Such adjustment  shall be made whenever such Common Stock or
Common  Stock  Equivalents  are issued.  The Company  shall notify the Holder in
writing, no later than one (1) business day following the issuance of any Common
Stock or Common Stock Equivalent subject to this Section, indicating therein the
applicable  issuance  price,  or of  applicable  reset  price,  exchange  price,
conversion price and other pricing terms. No adjustment under this Section shall
be made as a result of issuances of Excluded Securities.

            (v) If the Company, at any time while this Debenture is outstanding,
shall  distribute  to all  holders  of  Common  Stock  (and  not to the  Holder)
evidences of its  indebtedness  or assets or rights or warrants to subscribe for
or purchase any security,  then in each such case the Fixed  Conversion Price at
which this  Debenture  shall  thereafter be  convertible  shall be determined by
multiplying the Fixed Conversion Price in effect immediately prior to the record
date  fixed  for   determination  of  stockholders   entitled  to  receive  such
distribution  by a fraction  of which the  denominator  shall be the Closing Bid
Price  determined  as of the  record  date  mentioned  above,  and of which  the
numerator shall be such Closing Bid Price on such record date less the then fair
market  value at such  record  date of the portion of such assets or evidence of
indebtedness so distributed  applicable to one  outstanding  share of the Common
Stock as determined by the Board of Directors in good faith.  In either case the
adjustments  shall be  described  in a  statement  provided to the Holder of the
portion  of  assets  or  evidences  of   indebtedness  so  distributed  or  such
subscription  rights  applicable to one share of Common Stock.  Such  adjustment
shall be made whenever any such  distribution is made and shall become effective
immediately after the record date mentioned above.

            (vi) In case of any  reclassification  of the  Common  Stock  or any
compulsory  share exchange  pursuant to which the Common Stock is converted into
other securities,  cash or property,  the Holder shall have the right thereafter
to, at its option, (A) convert the then outstanding  principal amount,  together
with all accrued but unpaid  interest and any other amounts then owing hereunder
in respect of this Debenture into the shares of stock and other securities, cash
and property receivable upon or deemed to be held by holders of the Common Stock
following  such  reclassification  or share  exchange,  and the  Holder  of this
Debenture  shall  be  entitled  upon  such  event  to  receive  such  amount  of
securities,  cash or property  as the shares of the Common  Stock of the Company
into which the then outstanding principal amount,  together with all accrued but
unpaid  interest and any other  amounts then owing  hereunder in respect of this
Debenture could have been converted  immediately prior to such  reclassification
or share exchange would have been entitled, or (B) require the Company to prepay
the outstanding principal amount of this Debenture,  plus all interest and other
amounts due and payable  thereon.  The entire  prepayment price shall be paid in
cash. This provision shall  similarly apply to successive  reclassifications  or
share exchanges.


                                       7
<PAGE>

            (vii) Whenever the Conversion Price is adjusted  pursuant to Section
4 hereof,  the Company shall  promptly mail to the Holder a notice setting forth
the Conversion  Price after such  adjustment and setting forth a brief statement
of the facts requiring such adjustment.

            (viii) If (A) the  Company  shall  declare a dividend  (or any other
distribution)  on the Common  Stock;  (B) the  Company  shall  declare a special
nonrecurring  cash  dividend on or a  redemption  of the Common  Stock;  (C) the
Company  shall  authorize the granting to all holders of the Common Stock rights
or warrants to  subscribe  for or  purchase  any shares of capital  stock of any
class or of any  rights;  (D) the  approval of any  stockholders  of the Company
shall be required in connection with any  reclassification  of the Common Stock,
any  consolidation  or  merger  to which  the  Company  is a party,  any sale or
transfer  of all or  substantially  all of the  assets  of the  Company,  of any
compulsory  share  exchange  whereby the Common  Stock is  converted  into other
securities,  cash or property;  or (E) the Company shall authorize the voluntary
or  involuntary  dissolution,  liquidation  or winding up of the  affairs of the
Company;  then, in each case, the Company shall cause to be filed at each office
or agency maintained for the purpose of conversion of this Debenture,  and shall
cause to be mailed to the Holder at its last address as it shall appear upon the
stock books of the  Company,  at least  twenty (20)  calendar  days prior to the
applicable record or effective date hereinafter  specified, a notice stating (x)
the date on which a record  is to be taken  for the  purpose  of such  dividend,
distribution, redemption, rights or warrants, or if a record is not to be taken,
the date as of which the holders of the Common Stock of record to be entitled to
such  dividend,  distributions,   redemption,  rights  or  warrants  are  to  be
determined  or (y)  the  date on  which  such  reclassification,  consolidation,
merger,  sale,  transfer or share  exchange is expected to become  effective  or
close,  and the date as of which it is expected that holders of the Common Stock
of record  shall be entitled to exchange  their  shares of the Common  Stock for
securities,  cash or other  property  deliverable  upon  such  reclassification,
consolidation,  merger,  sale,  transfer or share exchange,  provided,  that the
failure to mail such  notice or any defect  therein  or in the  mailing  thereof
shall not affect the validity of the corporate  action  required to be specified
in such  notice.  The Holder is entitled to convert  this  Debenture  during the
20-day calendar period  commencing the date of such notice to the effective date
of the event triggering such notice.

            (ix) In case of any (1) merger or  consolidation  of the  Company or
any  subsidiary of the Company with or into another  Person,  or (2) sale by the
Company or any  subsidiary of the Company of more than one-half of the assets of
the Company in one or a series of related transactions,  a Holder shall have the
right to (A) exercise any rights under Section  2(b),  (B) convert the aggregate
amount of this  Debenture  then  outstanding  into the shares of stock and other
securities, cash and property receivable upon or deemed to be held by holders of
Common Stock following such merger, consolidation or sale, and such Holder shall
be entitled  upon such event or series of related  events to receive such amount
of  securities,  cash and property as the shares of Common Stock into which such
aggregate   principal  amount  of  this  Debenture  could  have  been  converted
immediately  prior to such  merger,  consolidation  or  sales  would  have  been
entitled, or (C) in the case of a merger or consolidation, require the surviving
entity to issue to the Holder a convertible  Debenture  with a principal  amount
equal to the  aggregate  principal  amount of this  Debenture  then held by such
Holder,  plus all accrued and unpaid  interest and other amounts owing  thereon,
which such  newly  issued  convertible  Debenture  shall  have  terms  identical
(including with respect to conversion) to the terms of this Debenture, and shall
be entitled to all of the rights and  privileges of the Holder of this Debenture
set forth  herein and the  agreements  pursuant  to which this  Debentures  were
issued. In the case of clause (C), the conversion price applicable for the newly
issued shares of convertible preferred stock or convertible  Debentures shall be
based upon the amount of securities, cash and property that each share of Common
Stock  would  receive in such  transaction  and the  Conversion  Price in effect
immediately prior to the effectiveness or closing date for such transaction. The
terms of any such merger,  sale or consolidation  shall include such terms so as
to  continue to give the Holder the right to receive  the  securities,  cash and
property set forth in this Section upon any  conversion or redemption  following
such event. This provision shall similarly apply to successive such events.


                                       8
<PAGE>

      (d) Other Provisions.

            (i) The Company shall at all times reserve and keep available out of
its  authorized  Common Stock the full number of shares of Common Stock issuable
upon  conversion of all  outstanding  amounts under this  Debenture;  and within
three (3)  Business  Days  following  the  receipt by the  Company of a Holder's
notice that such minimum  number of  Underlying  Shares is not so reserved,  the
Company shall promptly reserve a sufficient  number of shares of Common Stock to
comply with such requirement.

            (ii) All  calculations  under this  Section 4 shall be rounded up to
the nearest $0.0001 or whole share.

            (iii) The Company  covenants  that it will at all times  reserve and
keep available out of its authorized and unissued  shares of Common Stock solely
for the purpose of issuance  upon  conversion  of this  Debenture and payment of
interest on this Debenture, each as herein provided, free from preemptive rights
or any other actual contingent purchase rights of persons other than the Holder,
not less than such number of shares of the Common Stock as shall (subject to any
additional  requirements  of the  Company as to  reservation  of such shares set
forth in this  Debenture or in the  Transaction  Documents) be issuable  (taking
into  account  the  adjustments  and  restrictions  set forth  herein)  upon the
conversion of the outstanding  principal amount of this Debenture and payment of
interest  hereunder.  The Company covenants that all shares of Common Stock that
shall be so issuable shall, upon issue, be duly and validly  authorized,  issued
and  fully  paid,  nonassessable  and,  if the  Underlying  Shares  Registration
Statement has been declared  effective under the Securities Act,  registered for
public sale in accordance with such Underlying Shares Registration Statement.

            (iv) Upon a conversion  hereunder  the Company shall not be required
to issue  stock  certificates  representing  fractions  of shares of the  Common
Stock,  but may if  otherwise  permitted,  make a cash payment in respect of any
final  fraction of a share  based on the Closing Bid Price at such time.  If the
Company elects not, or is unable, to make such a cash payment,  the Holder shall
be  entitled  to receive,  in lieu of the final  fraction of a share,  one whole
share of Common Stock.

            (v) The issuance of  certificates  for shares of the Common Stock on
conversion of this Debenture  shall be made without charge to the Holder thereof
for any documentary stamp or similar taxes that may be payable in respect of the
issue or delivery of such  certificate,  provided  that the Company shall not be
required to pay any tax that may be payable in respect of any transfer  involved
in the issuance and delivery of any such  certificate  upon conversion in a name
other than that of the Holder of such  Debenture  so  converted  and the Company
shall not be required to issue or deliver such certificates  unless or until the
person or persons requesting the issuance thereof shall have paid to the Company
the  amount of such tax or shall have  established  to the  satisfaction  of the
Company that such tax has been paid.

            (vi) Nothing  herein shall limit a Holder's  right to pursue  actual
damages  or declare  an Event of  Default  pursuant  to Section 2 herein for the
Company 's failure to deliver  certificates  representing shares of Common Stock
upon conversion  within the period  specified  herein and such Holder shall have
the right to pursue all remedies  available to it at law or in equity including,
without limitation,  a decree of specific  performance and/or injunctive relief,
in each case  without  the need to post a bond or provide  other  security.  The
exercise  of any such  rights  shall not  prohibit  the Holder  from  seeking to
enforce damages pursuant to any other Section hereof or under applicable law.


                                       9
<PAGE>

            (vii) In addition to any other rights  available  to the Holder,  if
the Company  fails to deliver to the Holder  such  certificate  or  certificates
pursuant to Section  4(a)(i) by the fifth (5th) Trading Day after the Conversion
Date, and if after such fifth (5th) Trading Day the Holder purchases (in an open
market  transaction or otherwise)  Common Stock to deliver in  satisfaction of a
sale by such  Holder  of the  Underlying  Shares  which the  Holder  anticipated
receiving upon such  conversion (a "Buy-In"),  then the Company shall (A) pay in
cash to the Holder (in addition to any  remedies  available to or elected by the
Holder) the amount by which (x) the Holder's  total  purchase  price  (including
brokerage commissions, if any) for the Common Stock so purchased exceeds (y) the
product of (1) the  aggregate  number of shares of Common Stock that such Holder
anticipated  receiving from the conversion at issue multiplied by (2) the market
price of the Common  Stock at the time of the sale giving rise to such  purchase
obligation  and (B) at the option of the Holder,  either  reissue a Debenture in
the principal amount equal to the principal  amount of the attempted  conversion
or deliver  to the  Holder the number of shares of Common  Stock that would have
been issued had the Company timely complied with its delivery requirements under
Section  4(a)(i).  For example,  if the Holder  purchases  Common Stock having a
total  purchase  price of $11,000 to cover a Buy-In with respect to an attempted
conversion  of  Debentures  with  respect  to  which  the  market  price  of the
Underlying  Shares on the date of conversion was a total of $10,000 under clause
(A) of the immediately preceding sentence,  the Company shall be required to pay
the  Holder  $1,000.  The  Holder  shall  provide  the  Company  written  notice
indicating the amounts payable to the Holder in respect of the Buy-In.

      Section 5. Notices. Any notices, consents, waivers or other communications
required or  permitted to be given under the terms hereof 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) Trading 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 a copy to:                 Kirkpatrick & Lockhart Nicholson Graham, LLP
                                201 South Biscayne Boulevard, Suite 2000
                                Miami, Florida 33131
                                Attention:        Clayton E. Parker, Esq.
                                Telephone:        (305) 539-3306
                                Facsimile:        (305) 328-7095

If to the Holder:               Cornell Capital Partners, LP
                                101 Hudson Street, Suite 3700
                                Jersey City, NJ 07303
                                Attention:        Mark Angelo
                                Telephone:        (201) 985-8300


                                       10
<PAGE>

With a copy to:                 Troy Rillo, Esq or David Gonzalez, Esq..
                                101 Hudson Street - Suite 3700
                                Jersey City, NJ 07302
                                Telephone:        (201) 985-8300
                                Facsimile:        (201) 985-8266


or at 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 three (3)  business  days prior to the  effectiveness  of such
change.  Written  confirmation  of receipt  (i) given by the  recipient  of such
notice,   consent,   waiver  or  other   communication,   (ii)  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 (iii) provided by a nationally  recognized  overnight  delivery
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.

      Section 6. Definitions. For the purposes hereof, the following terms shall
have the following meanings:

      "Approved  Stock Plan" means a stock option plan that has been approved by
the  Board of  Directors  of the  Company  prior  to the date of the  Securities
Purchase  Agreement,  pursuant to which the Company's  securities  may be issued
only to any employee, officer or director for services provided to the Company.

      "Business  Day"  means any day except  Saturday,  Sunday and any day which
shall be a federal  legal holiday in the United States or a day on which banking
institutions  are  authorized or required by law or other  government  action to
close.

      "Change of Control Transaction" means the occurrence of (a) an acquisition
after the date hereof by an  individual or legal entity or "group" (as described
in Rule  13d-5(b)(1)  promulgated  under the Exchange Act) of effective  control
(whether through legal or beneficial  ownership of capital stock of the Company,
by  contract or  otherwise)  of in excess of fifty  percent  (50%) of the voting
securities of the Company (except that the  acquisition of voting  securities by
the Holder  shall not  constitute a Change of Control  Transaction  for purposes
hereof), (b) a replacement at one time or over time of more than one-half of the
members of the board of  directors  of the  Company  which is not  approved by a
majority of those  individuals  who are members of the board of directors on the
date hereof (or by those  individuals who are serving as members of the board of
directors on any date whose nomination to the board of directors was approved by
a majority of the members of the board of directors  who are members on the date
hereof), (c) the merger, consolidation or sale of fifty percent (50%) or more of
the assets of the Company or any subsidiary of the Company in one or a series of
related  transactions  with or into another entity,  or (d) the execution by the
Company of an agreement to which the Company is a party or by which it is bound,
providing for any of the events set forth above in (a), (b) or (c).


                                       11
<PAGE>

      "Closing Bid Price" means the price per share in the last  reported  trade
of the  Common  Stock on a Primary  Market or on the  exchange  which the Common
Stock is then listed as quoted by Bloomberg, LP.

      "Commission" means the Securities and Exchange Commission.

      "Common  Stock" means the common stock,  par value $0.001,  of the Company
and stock of any other class into which such shares may  hereafter be changed or
reclassified.

      "Conversion  Date"  shall mean the date upon  which the  Holder  gives the
Company  notice of their  intention to effectuate a conversion of this Debenture
into shares of the Company's Common Stock as outlined herein.

      "Exchange Act" means the Securities Exchange Act of 1934, as amended.

      "Excluded  Securities"  means,  (a)  shares  issued or deemed to have been
issued by the Company  pursuant  to an Approved  Stock Plan (b) shares of Common
Stock issued or deemed to be issued by the Company upon the conversion, exchange
or exercise of any right, option, obligation or security outstanding on the date
prior to date of the Securities Purchase  Agreement,  provided that the terms of
such right, option, obligation or security are not amended or otherwise modified
on or after the date of the Securities Purchase Agreement, and provided that the
conversion price,  exchange price, exercise price or other purchase price is not
reduced, adjusted or otherwise modified and the number of shares of Common Stock
issued or issuable is not  increased  (whether by operation of, or in accordance
with, the relevant governing documents or otherwise) on or after the date of the
Securities  Purchase  Agreement,  and (c) the shares of Common  Stock  issued or
deemed to be issued by the Company upon conversion of this Debenture.

      "Original  Issue Date"  shall mean the date of the first  issuance of this
Debenture  regardless of the number of transfers and regardless of the number of
instruments, which may be issued to evidence such Debenture.

      "Person" means a corporation, an association, a partnership, organization,
a business,  an individual,  a government or political  subdivision thereof or a
governmental agency.

      "Securities  Act" means the  Securities  Act of 1933, as amended,  and the
rules and regulations promulgated thereunder.

      "Trading  Day" means a day on which the shares of Common  Stock are quoted
on the OTC or quoted or traded  on such  Primary  Market on which the  shares of
Common  Stock are then  quoted or listed;  provided,  that in the event that the
shares of Common  Stock are not listed or quoted,  then Trading Day shall mean a
Business Day.

      "Transaction  Documents"  means the Securities  Purchase  Agreement or any
other agreement  delivered in connection with the Securities Purchase Agreement,
including, without limitation, the Pledge Agreement, the Security Agreement, the
Subsidiary Security Agreements, the Irrevocable Transfer Agent Instructions, and
the Registration Rights Agreement.


                                       12
<PAGE>

      "Underlying  Shares"  means  the  shares  of Common  Stock  issuable  upon
conversion of this  Debenture or as payment of interest in  accordance  with the
terms hereof.

      "Underlying Shares Registration  Statement" means a registration statement
meeting  the  requirements  set  forth  in the  Registration  Rights  Agreement,
covering among other things the resale of the  Underlying  Shares and naming the
Holder as a "selling stockholder" thereunder.

      Section 7. Except as  expressly  provided  herein,  no  provision  of this
Debenture  shall  alter or impair  the  obligations  of the  Company,  which are
absolute and unconditional,  to pay the principal of, interest and other charges
(if any) on, this  Debenture at the time,  place,  and rate,  and in the coin or
currency,  herein  prescribed.  This  Debenture  is a direct  obligation  of the
Company.  This  Debenture  ranks  pari passu  with all other  Debentures  now or
hereafter issued under the terms set forth herein.  As long as this Debenture is
outstanding,  the Company shall not and shall cause their  subsidiaries  not to,
without the consent of the Holder,  (i) amend its certificate of  incorporation,
bylaws or other  charter  documents so as to adversely  affect any rights of the
Holder;  (ii)  repay,  repurchase  or offer to repay,  repurchase  or  otherwise
acquire shares of its Common Stock or other equity  securities  other than as to
the Underlying  Shares to the extent permitted or required under the Transaction
Documents;  or  (iii)  enter  into  any  agreement  with  respect  to any of the
foregoing.

      Section  8. This  Debenture  shall not  entitle  the  Holder to any of the
rights of a stockholder of the Company,  including without limitation, the right
to vote, to receive dividends and other distributions,  or to receive any notice
of, or to attend,  meetings  of  stockholders  or any other  proceedings  of the
Company,  unless  and to the extent  converted  into  shares of Common  Stock in
accordance with the terms hereof.

      Section 9. If this Debenture is mutilated,  lost, stolen or destroyed, the
Company shall  execute and deliver,  in exchange and  substitution  for and upon
cancellation of the mutilated Debenture,  or in lieu of or in substitution for a
lost, stolen or destroyed Debenture, a new Debenture for the principal amount of
this Debenture so mutilated,  lost, stolen or destroyed but only upon receipt of
evidence  of such  loss,  theft or  destruction  of such  Debenture,  and of the
ownership hereof, and indemnity,  if requested,  all reasonably  satisfactory to
the Company.

      Section 10. No  indebtedness of the Company is senior to this Debenture in
right of payment, whether with respect to interest,  damages or upon liquidation
or dissolution or otherwise.  Without the Holder's consent, the Company will not
and will not permit any of their subsidiaries to, directly or indirectly,  enter
into, create,  incur, assume or suffer to exist any indebtedness of any kind, on
or with respect to any of its property or assets now owned or hereafter acquired
or any  interest  therein or any income or profits  there from that is senior in
any respect to the obligations of the Company under this Debenture.

      Section  11.  This  Debenture  shall  be  governed  by  and  construed  in
accordance  with the laws of the State of New Jersey,  without  giving effect to
conflicts of laws thereof.  Each of the parties  consents to the jurisdiction of
the Superior  Courts of the State of New Jersey  sitting in Hudson  County,  New
Jersey and the U.S.  District  Court for the  District of New Jersey  sitting in
Newark,  New Jersey in connection  with any dispute arising under this Debenture
and hereby  waives,  to the maximum  extent  permitted  by law,  any  objection,
including  any  objection  based on forum non  conveniens to the bringing of any
such proceeding in such jurisdictions.


                                       13
<PAGE>

      Section 12. If the Company fails to strictly comply with the terms of this
Debenture,  then the Company shall  reimburse the Holder  promptly for all fees,
costs and expenses, including, without limitation,  attorneys' fees and expenses
incurred  by the  Holder  in any  action  in  connection  with  this  Debenture,
including, without limitation, those incurred: (i) during any workout, attempted
workout,  and/or in  connection  with the  rendering  of legal  advice as to the
Holder's rights, remedies and obligations, (ii) collecting any sums which become
due  to the  Holder,  (iii)  defending  or  prosecuting  any  proceeding  or any
counterclaim to any proceeding or appeal;  or (iv) the protection,  preservation
or enforcement of any rights or remedies of the Holder.

      Section 13. Any waiver by the Holder of a breach of any  provision of this
Debenture  shall  not  operate  as or be  construed  to be a waiver of any other
breach  of such  provision  or of any  breach  of any  other  provision  of this
Debenture. The failure of the Holder to insist upon strict adherence to any term
of this Debenture on one or more  occasions  shall not be considered a waiver or
deprive that party of the right  thereafter  to insist upon strict  adherence to
that term or any other term of this Debenture. Any waiver must be in writing.

      Section 14. If any  provision  of this  Debenture  is invalid,  illegal or
unenforceable,  the balance of this Debenture shall remain in effect, and if any
provision is inapplicable to any person or circumstance,  it shall  nevertheless
remain applicable to all other persons and  circumstances.  If it shall be found
that any interest or other amount deemed  interest due  hereunder  shall violate
applicable laws governing  usury,  the applicable rate of interest due hereunder
shall  automatically be lowered to equal the maximum permitted rate of interest.
The Company  covenants  (to the extent that it may lawfully do so) that it shall
not at any time insist upon,  plead, or in any manner  whatsoever  claim or take
the benefit or advantage of, any stay, extension or usury law or other law which
would  prohibit  or forgive  the  Company  from paying all or any portion of the
principal of or interest on this  Debenture  as  contemplated  herein,  wherever
enacted,  now or at any time  hereafter  in  force,  or  which  may  affect  the
covenants or the performance of this  indenture,  and the Company (to the extent
it may lawfully do so) hereby  expressly waives all benefits or advantage of any
such law,  and  covenants  that it will not, by resort to any such law,  hinder,
delay or impeded the  execution of any power herein  granted to the Holder,  but
will  suffer and permit  the  execution  of every such as though no such law has
been enacted.

      Section 15.  Whenever any payment or other  obligation  hereunder shall be
due on a day other than a Business  Day,  such payment shall be made on the next
succeeding Business Day.

      Section  16.  This  Debenture  is  exchangeable  for  an  equal  aggregate
principal  amount  of  Debentures  of  different  authorized  denominations,  as
requested by the Holder  surrendering  the same. No service  charge will be made
for such registration of transfer or exchange.

      Section 17. THE PARTIES HEREBY  KNOWINGLY,  VOLUNTARILY AND  INTENTIONALLY
WAIVE  THE  RIGHT  ANY OF THEM  MAY HAVE TO A TRIAL  BY JURY IN  RESPECT  OF ANY
LITIGATION  BASED  HEREON OR ARISING OUT OF,  UNDER OR IN  CONNECTION  WITH THIS
AGREEMENT  OR ANY  TRANSACTION  DOCUMENT  OR ANY  COURSE OF  CONDUCT,  COURSE OF
DEALING,  STATEMENTS  (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY.  THIS
PROVISION  IS  A  MATERIAL  INDUCEMENT  FOR  THE  PARTIES'  ACCEPTANCE  OF  THIS
AGREEMENT.

                   [REMAINDER OF PAGE INTENTIONLLY LEFT BLANK]



                                       14
<PAGE>

      IN WITNESS  WHEREOF,  the  Company  has caused  this  Secured  Convertible
Debenture to be duly  executed by a duly  authorized  officer as of the date set
forth above.


                                             COMPANY:
                                             TELEPLUS ENTERPRISES, INC.

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


                                       15
<PAGE>

                                    EXHIBIT A
                                    ---------

                                REDEMPTION NOTICE
                                -----------------


REDEMPTION DATE: _____________        MANDATORY REDEMPTION AMOUNT: _____________


                           SETTLEMENT IN COMMON STOCK

MANDATORY REDEMPTION AMOUNT:                 $__________________________________
REDEMPTION CONVERSION PRICE:                 $__________________________________
NUMBER OF SHARES OF COMMON STOCK TO BE
ISSUED:                                      ___________________________________

PLEASE  ISSUE  THE  SHARES  OF  COMMON  STOCK IN THE  FOLLOWING  NAME AND TO THE
FOLLOWING ADDRESS:

ISSUE TO:                            Cornell Capital Partners, LP
                                     101 Hudson Street, Suite 3700
                                     Jersey City, NJ  07083
                                     Tel:  (201) 985-8300
                                     Fax:  (201) 985-8266
BROKER DTC PARTICIPANT CODE:         0158
ACCOUNT NUMBER:                      622 000 07


                               SETTLEMENT IN CASH

MANDATORY REDEMPTION AMOUNT:                 $__________________________________
REDEMPTION PREMIUM:                          $__________________________________
TOTAL CASH SETTLEMENT:                       $__________________________________


                        NOTIFICATION OF SETTLEMENT OPTION

|_| SETTLEMENT IN COMMON STOCK                           |_| SETTLEMENT IN CASH


_______________________________________
TELEPLUS ENTERPRISES, INC.
BY:
ITS:

 **THIS REDEMPTION NOTICE MUST BE SIGNED & RETURNED VIA FACSIMILE TO THE HOLDER
    AT (201) 946-0851 NO LATER THAN 5:00 N.Y.C. TIME ON THE DAY PRIOR TO THE
                               REDEMPTION DATE**


                                       16
<PAGE>

                                    EXHIBIT B
                                    ---------

                                CONVERSION NOTICE
                                -----------------


        (TO BE EXECUTED BY THE HOLDER IN ORDER TO CONVERT THE DEBENTURE)


TO:

      The undersigned  hereby  irrevocably  elects to convert $ of the principal
amount  of  the  above  Debenture  into  Shares  of  Common  Stock  of  TELEPLUS
ENTERPRISES,  INC.,  according  to  the  conditions  stated  therein,  as of the
Conversion Date written below.

CONVERSION DATE:                          ______________________________________
AMOUNT TO BE CONVERTED:                   $_____________________________________
CONVERSION PRICE:                         $_____________________________________
NUMBER OF SHARES OF COMMON STOCK TO BE
ISSUED:                                   ______________________________________
AMOUNT OF DEBENTURE
UNCONVERTED:                              $_____________________________________


PLEASE  ISSUE  THE  SHARES  OF  COMMON  STOCK IN THE  FOLLOWING  NAME AND TO THE
FOLLOWING ADDRESS:

ISSUE TO:                            Cornell Capital Partners, LP
                                     101 Hudson Street, Suite 3700
                                     Jersey City, NJ  07083
                                     Tel:  (201) 985-8300
                                     Fax:  (201) 985-8266

AUTHORIZED SIGNATURE: __________________________________________________________
NAME:                 __________________________________________________________
TITLE:                __________________________________________________________
BROKER DTC PARTICIPANT CODE:         0158
ACCOUNT NUMBER:                      622 000 07



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