Exhibit 10.6

             SECOND AMENDED AND RESTATED PLEDGE AND ESCROW AGREEMENT

         THIS  SECOND  AMENDED AND  RESTATED  PLEDGE AND ESCROW  AGREEMENT  (the
"Agreement") is made and entered into as of July 28, 2006 (the "Effective Date")
by and among CORNELL CAPITAL PARTNERS, LP (the "Pledgee"), TELEPLUS ENTERPRISES,
INC., a corporation organized and existing under the laws of the State of Nevada
(the  "Company")  and  VISIONEER  HOLDING  GROUP,  INC..,  a Quebec  corporation
(collectively,  the  "Pledgor"),  and DAVID  GONZALEZ,  ESQ.,  as  escrow  agent
("Escrow Agent").

                                    RECITALS:

         WHEREAS,  in order to  secure  the full  and  prompt  payment  when due
(whether at the stated  maturity,  by  acceleration  or otherwise) of all of the
Company's obligations (the "Obligations") to the Pledgee or any successor to the
Pledgee under this  Agreement,  the Securities  Purchase  Agreement of even date
herewith  for the  purchase of Three  Million  Dollars  ($3,000,000)  of secured
convertible debentures plus any interest, costs, fees, and other amounts owed to
the Pledgee thereunder and the Securities  Purchase Agreement dated December 13,
2005  between  the Company  and the  Pledgee  for the  purchase of Nine  Million
Dollars ($9,000,000) of secured convertible debentures plus any interest, costs,
fees,  and other  amounts  owed to the  Pledgee  thereunder  (collectively,  the
"Securities Purchase Agreement"),  the Convertible  Debentures (the "Convertible
Debentures") issued or to be issued by the Company to the Pledgee, either now or
in the future,  the Second Amended and Restated Security  Agreement of even date
herewith between the Company and the Pledgee (the "Security Agreement"), and all
other  contracts  entered into  between the parties  hereto  (collectively,  the
"Transaction  Documents"),  the Pledgor has agreed to irrevocably  pledge to the
Pledgee the aggregate amount of 30,162,500  shares (the "Pledged Shares") of the
Company's  common stock,  which are owned by the Company and  Visioneer  Holding
Group, Inc. in the amounts specified on the signature line hereto.

         WHEREAS,  this Agreement  shall amend and restate the Pledge and Escrow
Agreement dated December 13, 2005.

         NOW, THEREFORE,  in consideration of the mutual covenants,  agreements,
warranties,  and  representations  herein  contained,  and for  other  good  and
valuable  consideration,   the  receipt  and  sufficiency  of  which  is  hereby
acknowledged, the parties hereto agree as follows:

                              TERMS AND CONDITIONS

         Pledge and Transfer of Pledged Shares.

                  The Pledgor  hereby  grants to Pledgee a security  interest in
all Pledged Shares as security for Company's  obligations  under the Convertible
Debentures.  Simultaneously with the execution of the Transaction Documents, the
Pledgor shall deliver to the Escrow Agent stock  certificates  representing  the
Pledged  Shares,  together with duly executed stock powers or other  appropriate
transfer documents executed in blank by the Pledgor (the "Transfer  Documents"),
and such stock  certificates and Transfer  Documents shall be held by the Escrow
Agent  until  the full  payment  of all  amounts  due to the  Pledgee  under the
Convertible Debentures and through repayment in accordance with the terms of the
Convertible Debentures, or the termination or expiration of this Agreement.

         Rights Relating to Pledged  Shares.  Upon the occurrence of an Event of
Default (as defined  herein),  the Pledgee shall be entitled to vote the Pledged
Shares, to receive dividends and other distributions  thereon,  and to enjoy all
other rights and privileges incident to the ownership of the Pledged Shares.

<PAGE>

         Release of Pledged Shares from Pledge.  Upon the payment of all amounts
due to the Pledgee under the  Convertible  Debentures by repayment in accordance
with the terms of the Note,  the parties hereto shall notify the Escrow Agent to
such effect in writing.  Upon receipt of such written  notice for payment of the
amounts due to the Pledgee under the  Convertible  Debentures,  the Escrow Agent
shall  return  to the  Pledgor  the  Transfer  Documents  and  the  certificates
representing  the  Pledged  Shares,   (collectively  the  "Pledged  Materials"),
whereupon  any and all  rights of  Pledgee  in the  Pledged  Materials  shall be
terminated. Notwithstanding anything to the contrary contained herein, upon full
payment of all amounts due to the Pledgee under the Convertible  Debentures,  by
repayment in accordance with the terms of the Note, this Agreement and Pledgee's
security interest and rights in and to the Pledged Shares shall terminate.

         Event of  Default.  An  "Event  of  Default"  shall be  deemed  to have
occurred  under this  Agreement  upon an Event of Default under the  Transaction
Documents.

         Remedies. Upon and anytime after the occurrence of an Event of Default,
the  Pledgee  shall  have the right to provide  written  notice of such Event of
Default (the "Default  Notice") to the Escrow Agent, with a copy to the Pledgor.
As soon as  practicable  after receipt of the Default  Notice,  the Escrow Agent
shall  deliver  to  Pledgee  the  Pledged  Materials  held by the  Escrow  Agent
hereunder.  Upon receipt of the Pledged  Materials,  the Pledgee  shall have the
right to (i) sell the  Pledged  Shares and to apply the  proceeds of such sales,
net of any selling  commissions,  to the Obligations  owed to the Pledgee by the
Pledgor  under  the  Transaction  Documents,   including,   without  limitation,
outstanding principal,  interest,  legal fees, and any other amounts owed to the
Pledgee,  and  exercise  all other  rights  and (ii) any and all  remedies  of a
secured  party  with  respect to such  property  as may be  available  under the
Uniform  Commercial Code as in effect in the State of New Jersey.  To the extent
that the net proceeds  received by the Pledgee are  insufficient  to satisfy the
Obligations  in full,  the Pledgee  shall be entitled to a  deficiency  judgment
against the Pledgor for such amount.  The Pledgee shall have the absolute  right
to sell or  dispose  of the  Pledged  Shares in any manner it sees fit and shall
have no  liability to the Pledgor or any other party for selling or disposing of
such  Pledged  Shares even if other  methods of sales or  dispositions  would or
allegedly  would result in greater  proceeds than the method  actually used. The
Escrow Agent shall have the absolute right to disburse the Pledged Shares to the
Pledgee in batches not to exceed 9.9% of the outstanding  capital of the Pledgor
(which limit may be waived by the Pledgee providing not less than 65 days' prior
written notice to the Escrow Agent). The Pledgee shall return any Pledged Shares
released to it and  remaining  after the Pledgee has applied the net proceeds to
all amounts owed to the Pledgee.

                  Each right,  power and remedy of the Pledgee  provided  for in
this  Agreement  or any  other  Transaction  Document  shall be  cumulative  and
concurrent and shall be in addition to every other such right,  power or remedy.
The  exercise or  beginning of the exercise by the Pledgee of any one or more of
the  rights,  powers or remedies  provided  for in this  Agreement  or any other
Transaction  Document  or now or  hereafter  existing  at law or in equity or by
statute or otherwise  shall not preclude the  simultaneous  or later exercise by
the  Pledgee of all such other  rights,  powers or  remedies,  and no failure or
delay on the part of the  Pledgee to exercise  any such  right,  power or remedy
shall operate as a waiver thereof.  No notice to or demand on the Pledgor in any
case shall  entitle  it to any other or  further  notice or demand in similar or
other  circumstances  or constitute a waiver of any of the rights of the Pledgee
to any other further action in any circumstances  without demand or notice.  The
Pledgee  shall have the full power to enforce or to assign or contract is rights
under this Agreement to a third party.

                  Demand Registration  Rights. In addition to all other remedies
available to the Pledgee,  upon an Event of Default, the Pledgor shall promptly,
but in no event more than thirty (30) days after the date of the Default Notice,
file a  registration  statement  to register  with the  Securities  and Exchange
Commission the Pledged  Shares for the resale by the Pledgee.  The Pledgor shall
cause the  registration  statement  to remain in effect until all of the Pledged
Shares have been sold by the Pledgee.

         Concerning the Escrow Agent.

                  The Escrow Agent undertakes to perform only such duties as are
expressly set forth herein and no implied  duties or  obligations  shall be read
into this Agreement against the Escrow Agent.


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<PAGE>

                  The  Escrow  Agent may act in  reliance  upon any  writing  or
instrument  or signature  which it, in good faith,  believes to be genuine,  may
assume the validity and accuracy of any statement or assertion contained in such
a writing or instrument,  and may assume that any person  purporting to give any
writing, notice, advice or instructions in connection with the provisions hereof
has been duly  authorized  to do so. The Escrow Agent shall not be liable in any
manner for the sufficiency or correctness as to form, manner, and execution,  or
validity of any  instrument  deposited in this escrow,  nor as to the  identity,
authority,  or right of any person  executing the same; and its duties hereunder
shall be limited to the safekeeping of such certificates,  monies,  instruments,
or other document received by it as such escrow holder,  and for the disposition
of the same in  accordance  with the written  instruments  accepted by it in the
escrow.

                  Pledgee and the Pledgor hereby agree,  to defend and indemnify
the Escrow  Agent and hold it  harmless  from any and all  claims,  liabilities,
losses,  actions,  suits,  or  proceedings  at law or in  equity,  or any  other
expenses, fees, or charges of any character or nature which it may incur or with
which it may be  threatened  by reason of its acting as Escrow  Agent under this
Agreement;  and in connection  therewith,  to indemnify the Escrow Agent against
any and all  expenses,  including  attorneys'  fees and costs of  defending  any
action,  suit, or  proceeding or resisting any claim (and any costs  incurred by
the Escrow Agent pursuant to Sections 6.4 or 6.5 hereof). The Escrow Agent shall
be vested with a lien on all property deposited  hereunder,  for indemnification
of attorneys' fees and court costs regarding any suit,  proceeding or otherwise,
or any other expenses, fees, or charges of any character or nature, which may be
incurred by the Escrow Agent by reason of disputes arising between the makers of
this escrow as to the correct  interpretation of this Agreement and instructions
given to the Escrow Agent hereunder, or otherwise,  with the right of the Escrow
Agent, regardless of the instructions aforesaid, to hold said property until and
unless said additional expenses, fees, and charges shall be fully paid. Any fees
and costs charged by the Escrow Agent for serving hereunder shall be paid by the
Pledgor.

                  If any of the  parties  shall  be in  disagreement  about  the
interpretation  of this Agreement,  or about the rights and obligations,  or the
propriety of any action  contemplated by the Escrow Agent hereunder,  the Escrow
Agent may, at its sole discretion  deposit the Pledged  Materials with the Clerk
of the United  States  District  Court of New  Jersey,  sitting  in Newark,  New
Jersey,  and, upon notifying all parties concerned of such action, all liability
on the part of the Escrow  Agent  shall fully  cease and  terminate.  The Escrow
Agent  shall be  indemnified  by the  Pledgor,  the  Company and Pledgee for all
costs,  including  reasonable  attorneys'  fees in connection with the aforesaid
proceeding,  and shall be fully  protected  in  suspending  all or a part of its
activities  under this Agreement  until a final decision or other  settlement in
the proceeding is received.

                  The Escrow  Agent may consult  with  counsel of its own choice
(and the costs of such  counsel  shall be paid by the Pledgor and  Pledgee)  and
shall have full and complete  authorization  and protection for any action taken
or suffered by it hereunder in good faith and in accordance  with the opinion of
such  counsel.  The Escrow Agent shall not be liable for any mistakes of fact or
error of judgment, or for any actions or omissions of any kind, unless caused by
its willful misconduct or gross negligence.

                  The Escrow Agent may resign upon ten (10) days' written notice
to the parties in this Agreement.  If a successor  Escrow Agent is not appointed
within  this ten (10) day  period,  the  Escrow  Agent may  petition  a court of
competent jurisdiction to name a successor.

                  6.7 Conflict Waiver. The Pledgor hereby  acknowledges that the
Escrow Agent is general counsel to the Pledgee, a partner in the general partner
of the Pledgee,  and counsel to the Pledgee in connection with the  transactions
contemplated  and referred  herein.  The Pledgor agrees that in the event of any
dispute  arising in  connection  with this  Agreement or otherwise in connection
with any transaction or agreement  contemplated and referred herein,  the Escrow
Agent shall be permitted  to continue to  represent  the Pledgee and the Pledgor
will not seek to disqualify such counsel and waives any objection  Pledgor might
have with respect to the Escrow  Agent  acting as the Escrow  Agent  pursuant to
this Agreement.

                  6.8 Notices.  Unless otherwise  provided herein,  all demands,
notices,  consents,  service  of  process,  requests  and  other  communications
hereunder  shall be in writing and shall be  delivered in person or by overnight
courier  service,  or  mailed  by  certified  mail,  return  receipt  requested,
addressed:


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<PAGE>

If to the Pledgor, 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


                                   Visioneer Holding Group, Inc.
                                   1255 Phillips Square, Suite 605
                                   Montreal, Quebec, H3B 3G5
                                   Attention:        Marius Silvasan
                                   Telephone:        (514) 344-0778
                                   Facsimile:        (514) 344-8675


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

If to the Pledgee:                 Cornell Capital Partners, LP
                                   101 Hudson Street, Suite 3700
                                   Jersey City, NJ 07302
                                   Attention:        Mark A. Angelo
                                   Telephone:        (201) 985-8300
                                   Facsimile:        (201) 985-8744

With copy to:                      David Gonzalez, Esq.
                                   101 Hudson Street, Suite 3700
                                   Jersey City, NJ 07302
                                   Telephone:        (201) 985-8300
                                   Facsimile:        (201) 985-1964

Any such notice  shall be  effective  (a) when  delivered,  if delivered by hand
delivery or overnight courier service, or (b) five (5) days after deposit in the
United States mail, as applicable.

         Binding Effect.  All of the covenants and obligations  contained herein
shall be binding upon and shall inure to the benefit of the respective  parties,
their successors and assigns.

         Governing Law; Venue; Service of Process. The validity,  interpretation
and  performance  of this Agreement  shall be determined in accordance  with the
laws of the State of New Jersey applicable to contracts made and to be performed
wholly  within that state  except to the extent that  Federal law  applies.  The
parties hereto agree that any disputes, claims, disagreements, lawsuits, actions
or controversies of any type or nature whatsoever that,  directly or indirectly,
arise from or relate to this Agreement,  including,  without limitation,  claims
relating to the  inducement,  construction,  performance  or termination of this
Agreement,  shall be  brought  in the state  superior  courts  located in Hudson
County, New Jersey or Federal district courts located in Newark, New Jersey, and
the parties  hereto  agree not to challenge  the  selection of that venue in any
such proceeding for any reason,  including,  without limitation,  on the grounds
that such venue is an inconvenient  forum. The parties hereto specifically agree
that  service  of process  may be made,  and such  service  of process  shall be
effective if made, pursuant to Section 8 hereto.


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<PAGE>

         Enforcement  Costs. If any legal action or other  proceeding is brought
for the enforcement of this Agreement, or because of an alleged dispute, breach,
default  or   misrepresentation  in  connection  with  any  provisions  of  this
Agreement,  the  successful or prevailing  party or parties shall be entitled to
recover  reasonable  attorneys'  fees,  court costs and all expenses even if not
taxable as court costs (including,  without limitation, all such fees, costs and
expenses  incident  to  appeals),  incurred  in that  action or  proceeding,  in
addition to any other relief to which such party or parties may be entitled.

         Remedies  Cumulative.  No  remedy  herein  conferred  upon any party is
intended to be  exclusive  of any other  remedy,  and each and every such remedy
shall be  cumulative  and  shall be in  addition  to every  other  remedy  given
hereunder  or now or  hereafter  existing  at law,  in equity,  by  statute,  or
otherwise.  No single or partial  exercise  by any party of any right,  power or
remedy hereunder shall preclude any other or further exercise thereof.

         Counterparts.   This   Agreement   may  be  executed  in  one  or  more
counterparts,  each of  which  shall be  deemed  an  original,  but all of which
together shall constitute the same instrument.

         No Penalties.  No provision of this Agreement is to be interpreted as a
penalty upon any party to this Agreement.

         JURY  TRIAL.  EACH OF THE PLEDGEE  AND THE  PLEDGOR  HEREBY  KNOWINGLY,
VOLUNTARILY AND  INTENTIONALLY  WAIVES THE RIGHT WHICH IT MAY HAVE TO A TRIAL BY
JURY OF ANY CLAIM,  DEMAND,  ACTION OR CAUSE OF ACTION BASED HEREON,  OR ARISING
OUT OF,  UNDER OR IN ANY WAY  CONNECTED  WITH THE DEALINGS  BETWEEN  PLEDGEE AND
PLEDGOR, THIS PLEDGE AND ESCROW AGREEMENT OR ANY DOCUMENT EXECUTED IN CONNECTION
HEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING,  STATEMENTS (WHETHER ORAL
OR WRITTEN) OR ACTIONS OF ANY PARTY  HERETO OR THERETO IN EACH CASE  WHETHER NOW
EXISTING  OR  HEREAFTER  ARISING,  AND  WHETHER  IN  CONTRACT,  TORT,  EQUITY OR
OTHERWISE.


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<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have duly executed this Amended
and Restated Pledge and Escrow Agreement as of the date first above written.

                           CORNELL CAPITAL PARTNERS, LP

                           By: Yorkville Advisors, LLC
                           Its: General Partner

                           By: /s/ Mark Angelo
                           Name:    Mark Angelo
                           Title: Portfolio Manager

                           VISONEER HOLDING GROUP, INC.

                           By: /s/ Marius Silvasan
                           Name: Marius Silvasan
                           Title:   Shareholder
                           Number of shares pledged:  30,162,500


                           ESCROW AGENT

                           By:/s/ David Gonzalez
                           Name: David Gonzalez, Esq.