Exhibit 10.8

            SECOND amended and restated SUBSIDIARY SECURITY AGREEMENT

         THIS SECOND  AMENDED AND RESTATED  SUBSIDIARY  SECURITY  AGREEMENT (the
"Agreement"),  is entered into and made  effective  as of July 28, 2006,  by and
between  TELEPLUS RETAIL SERVICES,  INC., a Quebec  corporation (the "Company"),
and CORNELL CAPITAL PARTNERS, LP (the "Secured Party").

         WHEREAS,   the  Company  is  a  wholly  owned  subsidiary  of  Teleplus
Enterprises, Inc., a Nevada corporation (the "Parent");

         WHEREAS,  the Parent  issued to the Secured  Party,  as provided in the
Securities Purchase Agreement dated December 13, 2005 between the Parent and the
Secured Party, and the Secured Party purchased Nine Million Dollars ($9,000,000)
of secured  convertible  debenture  (the  "Prior  Convertible  Debenture").  The
Company  entered into a Security  Agreement with the Secured Party to secure the
obligations of the Parent under the Prior Convertible Debenture.  This Agreement
shall  amend and  restate  the  Security  Agreement  between the Company and the
Secured Party dated December 13, 2005;

         WHEREAS,  the Parent has requested the Secured Party to make additional
financing available to the Company;

         WHEREAS,  the  Secured  Party is  willing to  provide  such  additional
financing on the condition that such additional  financing is secured  hereunder
and  under  the  UCC-1  filed  on  ____________,  2005  (#__________)  filed  in
connection with the Security Agreement between the Company and the Secured Party
dated July 15, 2005;

         WHEREAS,  on the date  hereof,  the Parent  shall issue and sell to the
Secured Party, as provided in the Securities  Purchase  Agreement dated the date
hereof,  and the  Secured  Party  shall  purchase  up to Three  Million  Dollars
($3,000,000) of secured convertible  debentures (the "Convertible  Debentures"),
which shall be convertible into shares of common stock of the Parent,  par value
$0.001 (the "Common  Stock") (as converted,  the  "Conversion  Shares"),  in the
respective  amounts set forth opposite each Buyer(s) name on Schedule I attached
to the Securities Purchase Agreement;

         WHEREAS,  the Company  shall  benefit from the sale of the  Convertible
Debentures by the Parent to the Secured Party;

         WHEREAS,  to induce the  Secured  Party to enter  into the  transaction
contemplated  by the  Securities  Purchase  Agreement,  the Secured  Convertible
Debenture,  the Investor Registration Rights Agreement, the Irrevocable Transfer
Agent Instructions,  and the Escrow Agreement  (collectively  referred to as the
"Transaction  Documents"),  the Company  hereby  grants to the  Secured  Party a
security  interest  in and to the  pledged  property  identified  on Exhibit "A"
hereto   (collectively   referred  to  as  the  "Pledged  Property")  until  the
satisfaction of the Obligations, as defined herein below.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants herein contained,  and for other good and valuable consideration,  the
adequacy and receipt of which are hereby acknowledged, the parties hereto hereby
agree as follows:

                                   ARTICLE 17.

                         DEFINITIONS AND INTERPRETATIONS

Section 17.1.     Recitals.

         The above recitals are true and correct and are incorporated herein, in
their entirety, by this reference.

<PAGE>

Section 17.2.     Interpretations.

         Nothing  herein  expressed or implied is intended or shall be construed
to confer  upon any person  other than the  Secured  Party any right,  remedy or
claim under or by reason hereof.

Section 17.3.     Obligations Secured.

         The  obligations  secured  hereby  are any and all  obligations  of the
Company or the Parent now existing or hereinafter incurred to the Secured Party,
whether oral or written and whether arising before,  on or after the date hereof
including,  without  limitation,  those obligations of the Parent to the Secured
Party under the Transaction Documents,  the Prior Convertible Debenture, and any
other  amounts  now  or  hereafter  owed  to the  Secured  Party  by the  Parent
thereunder or hereunder (collectively, the "Obligations").

                                   ARTICLE 18.

   Pledged Property, administration of collateral AND TERMINATION OF SECURITY
                                    INTEREST

Section 18.1.     Pledged Property.

(a) The Company hereby pledges to the Secured Party,  and creates in the Secured
Party for its benefit,  a security  interest for such time until the Obligations
are paid in full,  in and to all of the  property of the Company as set forth in
Exhibit "A"  attached  hereto and the  products  thereof and the proceeds of all
such items (collectively, the "Pledged Property"):

(b) Simultaneously  with the  execution  and  delivery of this  Agreement,  the
Company  shall  make,  execute,  acknowledge,  file,  record and  deliver to the
Secured Party any documents reasonably requested by the Secured Party to perfect
its security interest in the Pledged Property. Simultaneously with the execution
and delivery of this Agreement, the Company shall make, execute, acknowledge and
deliver to the Secured Party such documents and instruments,  including, without
limitation, financing statements, certificates,  affidavits and forms as may, in
the Secured Party's reasonable judgment, be necessary to effectuate, complete or
perfect, or to continue and preserve, the security interest of the Secured Party
in the Pledged  Property,  and the Secured  Party shall hold such  documents and
instruments  as secured  party,  subject to the terms and  conditions  contained
herein.

Section 18.2.     Rights; Interests; Etc.

(a) So long as no Event of Default (as hereinafter  defined) shall have occurred
and be continuing:

(i) the Company  shall be entitled to exercise any and all rights  pertaining to
the Pledged Property or any part thereof for any purpose not  inconsistent  with
the terms hereof; and

(ii) the Company  shall be  entitled to receive and retain any and all  payments
paid or made in respect of the Pledged Property.

(b) Upon the occurrence and during the continuance of an Event of Default:

(i) All rights of the Company to exercise the rights which it would otherwise be
entitled  to  exercise  pursuant  to  Section  2.2(a)(i)  hereof  and to receive
payments which it would  otherwise be authorized to receive and retain  pursuant
to Section  2.2(a)(ii)  hereof  shall be  suspended,  and all such rights  shall
thereupon  become vested in the Secured Party who shall  thereupon have the sole
right to exercise  such rights and to receive and hold as Pledged  Property such
payments; provided, however, that if the Secured Party shall become entitled and
shall elect to exercise its right to realize on the Pledged Property pursuant to
Article 5 hereof,  then all cash sums received by the Secured Party,  or held by
Company for the benefit of the Secured  Party and paid over  pursuant to Section
2.2(b)(ii) hereof, shall be applied against any outstanding Obligations; and


                                       2
<PAGE>

(ii) All interest,  dividends, income and other payments and distributions which
are  received by the Company  contrary to the  provisions  of Section  2.2(b)(i)
hereof shall be received in trust for the benefit of the Secured Party, shall be
segregated  from other  property of the Company and shall be forthwith paid over
to the Secured Party; or

(iii) The Secured Party in its sole  discretion  shall be authorized to sell any
or all of the Pledged  Property at public or private sale in order to recoup all
of  the  outstanding  principal  plus  accrued  interest  owed  pursuant  to the
Convertible Debenture as described herein

(c) An "Event of Default"  shall be deemed to have occurred under this Agreement
upon an Event of Default under the Convertible Debentures.

                                   ARTICLE 19.

                          attorney-in-fact; performance

Section 19.1.     Secured Party Appointed Attorney-In-Fact.

         Upon the occurrence of an Event of Default, the Company hereby appoints
the Secured Party as its attorney-in-fact,  with full authority in the place and
stead of the Company and in the name of the Company or  otherwise,  from time to
time in the  Secured  Party's  discretion  to take any action and to execute any
instrument  which the Secured Party may reasonably  deem necessary to accomplish
the purposes of this Agreement,  including,  without limitation,  to receive and
collect all instruments made payable to the Company representing any payments in
respect of the Pledged  Property or any part thereof and to give full  discharge
for the same.  The  Secured  Party may demand,  collect,  receipt  for,  settle,
compromise,  adjust, sue for,  foreclose,  or realize on the Pledged Property as
and when the Secured Party may determine. To facilitate collection,  the Secured
Party may notify  account  debtors and obligors on any Pledged  Property to make
payments directly to the Secured Party.

Section 19.2.     Secured Party May Perform.

         If the Company fails to perform any  agreement  contained  herein,  the
Secured Party, at its option, may itself perform,  or cause performance of, such
agreement,  and  the  expenses  of the  Secured  Party  incurred  in  connection
therewith shall be included in the Obligations secured hereby and payable by the
Company under Section 8.3.

                                   ARTICLE 20.

                         representations and warranties

Section 20.1.     Authorization; Enforceability.

         Each of the parties  hereto  represents  and warrants that it has taken
all action  necessary to authorize the  execution,  delivery and  performance of
this Agreement and the transactions  contemplated hereby; and upon execution and
delivery,  this Agreement shall constitute a valid and binding obligation of the
respective party, subject to applicable bankruptcy, insolvency,  reorganization,
moratorium  and similar laws  affecting  creditors'  rights or by the principles
governing the availability of equitable remedies.

Section 20.2.     Ownership of Pledged Property.

         The Company warrants and represents that it is the legal and beneficial
owner of the Pledged  Property  free and clear of any lien,  security  interest,
option or other  charge  or  encumbrance  except  for that  grant of a  security
interest in and to all undertakings,  property and assets made by the Company in
favor of Steve Kerekes,  Melanie Kerekes,  Jim Oattes,  Grace Debrabandere,  Jim
Reddon, Monica Reddon, Tom Davis and Jane Davis pursuant to that certain General
Security  Agreement  dated May 11, 2005, and except for that grant of a security
interest in and to all undertakings, property and assets made by Telizon Inc., a
subsidiary of the Company,  in favor of James R. Fairhead In Trust, Tom Hards In
Trust,  Steve Kerekes In Trust,  Paul Chapman In Trust,  Jacques Pilon In Trust,
Tom  Davis In  Trust,  Alan R.  Purser  In Trust  and  Arnold  McAuley  In Trust
(collectively the "Vendors") and a pledge to the Vendors of all of the shares of
Telizon Inc.  purchased by Teleplus  Connect Corp., a subsidiary of the Company,
from the Vendors  pursuant to the General  Security  Agreement  and Share Pledge
Agreement among Teleplus Connect, Corp., Telizon Inc. and the Vendors, effective
June 30, 2005.


                                       3
<PAGE>

                                   ARTICLE 21.

                    default; remedies; substitute collateral

Section 21.1.     Default and Remedies.

(a) If an Event of Default occurs,  then in each such case the Secured Party may
declare  the  Obligations  to be due and  payable  immediately,  by a notice  in
writing to the Company,  and upon any such  declaration,  the Obligations  shall
become  immediately  due and  payable.  If an Event  of  Default  occurs  and is
continuing  for the  period  set  forth  therein,  then  the  Obligations  shall
automatically  become  immediately due and payable without  declaration or other
act on the part of the Secured Party.

(b) Upon the occurrence of an Event of Default,  the Secured Party shall: (i) be
entitled to receive all distributions with respect to the Pledged Property, (ii)
to cause the  Pledged  Property to be  transferred  into the name of the Secured
Party or its  nominee,  (iii) to dispose of the  Pledged  Property,  and (iv) to
realize upon any and all rights in the Pledged Property then held by the Secured
Party.

Section 21.2.     Method of Realizing Upon the Pledged Property; Other Remedies.

         Upon the  occurrence of an Event of Default,  in addition to any rights
and  remedies  available at law or in equity,  the  following  provisions  shall
govern the Secured Party's right to realize upon the Pledged Property:

(a) Any item of the Pledged  Property may be sold for cash or other value in any
number of lots at brokers board,  public auction or private sale and may be sold
without  demand,  advertisement  or notice  (except that the Secured Party shall
give the Company ten (10) days' prior written notice of the time and place or of
the time  after  which a private  sale may be made (the "Sale  Notice")),  which
notice period shall in any event is hereby agreed to be commercially reasonable.
At any  sale or sales  of the  Pledged  Property,  the  Company  may bid for and
purchase the whole or any part of the Pledged Property and, upon compliance with
the terms of such  sale,  may hold,  exploit  and  dispose  of the same  without
further  accountability  to the  Secured  Party.  The Company  will  execute and
deliver,  or cause to be executed and delivered,  such  instruments,  documents,
assignments,  waivers,  certificates,  and  affidavits and supply or cause to be
supplied such further  information  and take such further  action as the Secured
Party reasonably shall require in connection with any such sale.

(b) Any cash being held by the Secured  Party as Pledged  Property  and all cash
proceeds  received by the Secured Party in respect of, sale of, collection from,
or  other  realization  upon all or any part of the  Pledged  Property  shall be
applied as follows:

(i) to the  payment  of all  amounts  due the  Secured  Party  for the  expenses
reimbursable to it hereunder or owed to it pursuant to Section 8.3 hereof;

(ii) to the payment of the Obligations then due and unpaid.

(iii) the balance, if any, to the person or persons entitled thereto, including,
without limitation, the Company.

(c) In addition to all of the rights and  remedies  which the Secured  Party may
have pursuant to this Agreement,  the Secured Party shall have all of the rights
and remedies provided by law,  including,  without  limitation,  those under the
Uniform Commercial Code.


                                       4
<PAGE>

(i) If the Company fails to pay such amounts due upon the occurrence of an Event
of Default which is continuing,  then the Secured Party may institute a judicial
proceeding for the collection of the sums so due and unpaid,  may prosecute such
proceeding  to  judgment or final  decree and may  enforce the same  against the
Company and  collect the monies  adjudged or decreed to be payable in the manner
provided by law out of the property of Company,  wherever situated.  The Secured
Party may proceed against the Company without proceeding first against any other
party, including, without limitation, the Parent.

(ii) The  Company  agrees  that it  shall be  liable  for any  reasonable  fees,
expenses and costs incurred by the Secured Party in connection with enforcement,
collection and  preservation of the Transaction  Documents,  including,  without
limitation, reasonable legal fees and expenses, and such amounts shall be deemed
included as  Obligations  secured hereby and payable as set forth in Section 8.3
hereof.

Section 21.3.     Proofs of Claim.

In  case  of  the  pendency  of  any  receivership,   insolvency,   liquidation,
bankruptcy,  reorganization,   arrangement,  adjustment,  composition  or  other
judicial proceeding relating to the Company or the property of the Company or of
such other obligor or its creditors,  the Secured Party (irrespective of whether
the  Obligations  shall  then be due and  payable  as  therein  expressed  or by
declaration  or otherwise  and  irrespective  of whether the Secured Party shall
have made any demand on the Company for the payment of the Obligations), subject
to the rights of Previous Security Holders, shall be entitled and empowered,  by
intervention in such proceeding or otherwise:

(i) to file and  prove a claim for the whole  amount of the  Obligations  and to
file such other papers or documents as may be necessary or advisable in order to
have the claims of the Secured  Party  (including  any claim for the  reasonable
legal fees and expenses and other expenses paid or incurred by the Secured Party
permitted   hereunder  and  of  the  Secured  Party  allowed  in  such  judicial
proceeding), and

(ii) to collect and receive any monies or other property  payable or deliverable
on any such claims and to  distribute  the same;  and any  custodian,  receiver,
assignee,  trustee,  liquidator,  sequestrator or other similar  official in any
such judicial  proceeding is hereby authorized by the Secured Party to make such
payments  to the Secured  Party and,  in the event that the Secured  Party shall
consent to the making of such payments  directed to the Secured Party, to pay to
the Secured Party any amounts for expenses due it hereunder.

Section 21.4.     Duties Regarding Pledged Property.

         The Secured Party shall have no duty as to the collection or protection
of the Pledged  Property or any income thereon or as to the  preservation of any
rights pertaining thereto, beyond the safe custody and reasonable care of any of
the Pledged Property actually in the Secured Party's possession.

                                   ARTICLE 22.

                              AFFIRMATIVE COVENANTS

         The Company  covenants and agrees that,  from the date hereof and until
the  Obligations  have been fully paid and  satisfied,  unless the Secured Party
shall consent otherwise in writing (as provided in Section 8.4 hereof):

Section 22.1.     Existence, Properties, Etc.

(a) The Company shall do, or cause to be done,  all things,  or proceed with due
diligence  with any  actions  or  courses  of  action,  that  may be  reasonably
necessary (i) to maintain  Company's due organization,  valid existence and good
standing under the laws of its state of incorporation,  and (ii) to preserve and
keep in full force and effect all qualifications,  licenses and registrations in
those  jurisdictions in which the failure to do so could have a Material Adverse
Effect (as  defined  below);  and (b) the  Company  shall not do, or cause to be
done, any act impairing the Company's  corporate power or authority (i) to carry
on the Company's business as now conducted,  and (ii) to execute or deliver this
Agreement or any other  document  delivered in connection  herewith,  including,
without limitation, any UCC-1 Financing Statements required by the Secured Party
(which  other loan  instruments  collectively  shall be referred to as the "Loan
Instruments")  to  which  it is or  will  be a  party,  or  perform  any  of its
obligations  hereunder or thereunder.  For purpose of this  Agreement,  the term
"Material  Adverse  Effect"  shall  mean any  material  and  adverse  affect  as
determined by Secured Party in its reasonable  discretion,  whether individually
or in the  aggregate,  upon  (a) the  Company's  assets,  business,  operations,
properties  or  condition,  financial or  otherwise;  (b) the  Company's to make
payment  as and  when  due of all or any  part  of the  Obligations;  or (c) the
Pledged Property.


                                       5
<PAGE>

Section 22.2.     Financial Statements and Reports.

         The Company shall provide the Security  Party with such  financial data
as the Secured Party may reasonably request,  within a reasonable time after any
such request, including, without limitation the following financial data:

(a) The balance  sheet of the Company as of the close of each fiscal  year,  the
statement of earnings  and  retained  earnings of the Company as of the close of
such fiscal  year,  and  statement of cash flows for the Company for such fiscal
year, all in reasonable  detail,  prepared in accordance with generally accepted
accounting principles consistently applied, certified by the chief executive and
chief  financial  officers  of  the  Company  as  being  true  and  correct  and
accompanied by a certificate of the chief executive and chief financial officers
of the  Company,  stating  that the Company has kept,  observed,  performed  and
fulfilled each covenant, term and condition of this Agreement and the other Loan
Instruments  during such fiscal year and that no Event of Default  hereunder has
occurred  and is  continuing,  or if an Event of  Default  has  occurred  and is
continuing,  specifying  the nature of same, the period of existence of same and
the action the Company proposes to take in connection therewith;

(b) A balance sheet of the Company as of the close of each month,  and statement
of earnings and retained  earnings of the Company as of the close of such month,
all  in  reasonable  detail,  and  prepared  substantially  in  accordance  with
generally accepted accounting principles consistently applied,  certified by the
chief  executive and chief  financial  officers of the Company as being true and
correct; and

(c)  Copies of all  accountants'  reports  and  accompanying  financial  reports
submitted to the Company by  independent  accountants  in  connection  with each
annual examination of the Company.

Section 22.3.     Accounts and Reports.

         The  Company  shall  maintain  a  standard   system  of  accounting  in
accordance with generally accepted accounting  principles  consistently  applied
and provide, at its sole expense, to the Secured Party the following:

(a) as soon as available,  a copy of any notice or other communication  alleging
any nonpayment or other material breach or default,  or any foreclosure or other
action  respecting any material  portion of its assets and properties,  received
respecting any of the  indebtedness  of the Company in excess of $100,000 (other
than the  Obligations),  or any demand or other  request for  payment  under any
guaranty,  assumption,  purchase  agreement or similar  agreement or arrangement
respecting  the  indebtedness  or  obligations  of others in excess of $100,000,
including  any received from any person acting on behalf of the Secured Party or
beneficiary thereof; and

(b) within  fifteen (15) days after the making of each  submission or filing,  a
copy of any  report,  financial  statement,  notice or other  document,  whether
periodic  or  otherwise,  submitted  to  the  shareholders  of the  Company,  or
submitted to or filed by the Company with any governmental  authority  involving
or affecting (i) the Company that could have a Material Adverse Effect; (ii) the
Obligations;  (iii)  any  part  of the  Pledged  Property;  or  (iv)  any of the
transactions contemplated in this Agreement or the Loan Instruments.

Section 22.4.     Maintenance of Books and Records; Inspection.

         The  Company  shall  maintain  its  books,   accounts  and  records  in
accordance with generally accepted accounting  principles  consistently applied,
and permit the Secured Party,  its officers and employees and any  professionals
designated by the Secured Party in writing, at any time to visit and inspect any
of  its  properties  (including  but  not  limited  to the  collateral  security
described in the Transaction  Documents and/or the Loan Instruments),  corporate
books and financial records,  and to discuss its accounts,  affairs and finances
with any employee, officer or director thereof.


                                       6
<PAGE>

Section 22.5.     Maintenance and Insurance.

(a) The Company shall  maintain or cause to be  maintained,  at its own expense,
all of its assets and properties in good working order and condition, subject to
ordinary wear and tear,  making all necessary  repairs  thereto and renewals and
replacements thereof.

(b) The Company shall  maintain or cause to be  maintained,  at its own expense,
insurance in form,  substance  and amounts  (including  deductibles),  which the
Company deems reasonably  necessary to the Company's  business,  (i) adequate to
insure all assets and properties of the Company, which assets and properties are
of a  character  usually  insured  by  persons  engaged  in the same or  similar
business  against loss or damage  resulting from fire or other risks included in
an extended coverage policy; (ii) against public liability and other tort claims
that may be incurred by the Company; (iii) as may be required by the Transaction
Documents  and/or  the Loan  Instruments  or  applicable  law and (iv) as may be
reasonably requested by Secured Party, all with adequate,  financially sound and
reputable insurers.

Section 22.6.     Contracts and Other Collateral.

         The Company shall perform all of its obligations  under or with respect
to each instrument,  receivable,  contract and other intangible  included in the
Pledged  Property  to which the Company is now or  hereafter  will be party on a
timely basis and in the manner therein required,  including, without limitation,
this Agreement.

Section 22.7.     Defense of Collateral, Etc.

         The Company  shall defend and enforce its right,  title and interest in
and to any part of: (a) the Pledged Property; and (b) if not included within the
Pledged  Property,  those assets and properties whose loss could have a Material
Adverse Effect,  the Company shall defend the Secured  Party's right,  title and
interest in and to each and every part of the Pledged Property, each against all
manner of claims and demands on a timely  basis to the full extent  permitted by
applicable law.

Section 22.8.     Payment of Debts, Taxes, Etc.

         The Company shall pay, or cause to be paid, all of its indebtedness and
other liabilities and perform, or cause to be performed,  all of its obligations
in accordance with the respective terms thereof, and pay and discharge, or cause
to be paid or discharged,  all taxes, assessments and other governmental charges
and levies  imposed upon it, upon any of its assets and  properties on or before
the last day on which the same may be paid without  penalty,  as well as pay all
other  lawful  claims  (whether  for  services,  labor,  materials,  supplies or
otherwise) as and when due

Section 22.9.     Taxes and Assessments; Tax Indemnity.

         The Company  shall (a) file all tax returns and  appropriate  schedules
thereto that are required to be filed under applicable law, prior to the date of
delinquency,  (b) pay and  discharge  all taxes,  assessments  and  governmental
charges or levies imposed upon the Company,  upon its income and profits or upon
any  properties  belonging  to it, prior to the date on which  penalties  attach
thereto,  and (c) pay all taxes,  assessments and governmental charges or levies
that,  if  unpaid,  might  become a lien or charge  upon any of its  properties;
provided,  however,  that the  Company in good faith may  contest  any such tax,
assessment,  governmental  charge or levy described in the foregoing clauses (b)
and (c) so long as appropriate reserves are maintained with respect thereto.

Section 22.10.    Compliance with Law and Other Agreements.

         The Company shall  maintain its business  operations and property owned
or used in connection  therewith in compliance with (a) all applicable  federal,
state and  local  laws,  regulations  and  ordinances  governing  such  business
operations and the use and ownership of such property,  and (b) all  agreements,
licenses,  franchises,  indentures and mortgages to which the Company is a party
or by which the Company or any of its properties is bound.  Without limiting the
foregoing,  the Company shall pay all of its indebtedness promptly in accordance
with the terms thereof.


                                       7
<PAGE>

Section 22.11.    Notice of Default.

         The  Company  shall give  written  notice to the  Secured  Party of the
occurrence  of any  default  or Event  of  Default  under  this  Agreement,  the
Transaction  Documents or any other Loan  Instrument  or any other  agreement of
Company for the payment of money, promptly upon the occurrence thereof.

Section 22.12.    Notice of Litigation.

         The Company shall give notice, in writing,  to the Secured Party of (a)
any actions,  suits or  proceedings  wherein the amount at issue is in excess of
$100,000, instituted by any persons against the Company, or affecting any of the
assets of the Company,  and (b) any dispute,  not resolved  within  fifteen (15)
days of the  commencement  thereof,  between the Company on the one hand and any
governmental  or regulatory  body on the other hand,  which might  reasonably be
expected  to have a  Material  Adverse  Effect  on the  business  operations  or
financial condition of the Company.

                                   ARTICLE 23.

                               NEGATIVE COVENANTS

         The Company  covenants and agrees that,  from the date hereof until the
Obligations  have been fully paid and satisfied,  the Company shall not,  unless
the Secured Party shall consent otherwise in writing:

Section 23.1.     Liens and Encumbrances.

         The Company  shall not  directly or  indirectly  make,  create,  incur,
assume or permit to exist any assignment,  transfer, pledge, mortgage,  security
interest or other lien or  encumbrance  of any nature in, to or against any part
of the Pledged Property or of the Company's  capital stock, or offer or agree to
do so,  or own or  acquire  or agree to  acquire  any asset or  property  of any
character  subject  to  any  of  the  foregoing   encumbrances   (including  any
conditional sale contract or other title retention agreement), or assign, pledge
or in any way  transfer  or  encumber  its right to receive  any income or other
distribution or proceeds from any part of the Pledged  Property or the Company's
capital stock; or enter into any sale-leaseback financing respecting any part of
the Pledged Property as lessee, or cause or assist the inception or continuation
of any of the foregoing.

Section 23.2.     Articles,  By-Laws, Mergers, Consolidations, Acquisitions  and
Sales.

         Without the prior express written  consent of the Secured Party,  which
consent shall not be unreasonably withheld, the Company shall not: (a) Amend its
Articles  of  Incorporation   or  By-Laws;   (b)  be  a  party  to  any  merger,
consolidation or corporate reorganization, (c) purchase or otherwise acquire all
or  substantially  all of the  assets or stock of, or any  partnership  or joint
venture  interest  in, any other  person,  firm or entity,  (d) sell,  transfer,
convey, grant a security interest in or lease all or any substantial part of its
assets,  nor (e)  create  any  subsidiaries  nor convey any of its assets to any
subsidiary in excess of $1,000,000 in the aggregate.

Section 23.3.     Management, Ownership.

         Tim  Connolly  shall  remain  employed  by the  Company in his  current
capacity. This provision is a material factor in the Secured Party's willingness
to institute and maintain a lending relationship with the Company.

Section 23.4.     Dividends, Etc.

         Except for  dividends  payable to the  Parent,  the  Company  shall not
declare or pay any dividend of any kind, in cash or in property, on any class of
its capital stock, nor purchase,  redeem,  retire or otherwise acquire for value
any  shares of such  stock,  nor make any  distribution  of any kind in  respect
thereof,  nor make any return of capital to shareholders,  nor make any payments
in respect of any pension,  profit  sharing,  retirement,  stock  option,  stock
bonus,  incentive  compensation or similar plan (except as required or permitted
hereunder),  without  the prior  written  consent of the  Secured  Party,  which
consent shall not be unreasonably withheld.


                                       8
<PAGE>

Section 23.5.     Conduct of Business.

         The Company will  continue to engage,  in an efficient  and  economical
manner, in a business of the same general type as conducted by it on the date of
this Agreement.

Section 23.6.     Places of Business.

         The  location  of  the  Company's  chief  place  of  business  is  7575
TransCanada  - Suite 305,_  St-Laurent,  Quebec H4T 1V6.  The Company  shall not
change the location of its chief place of business,  chief  executive  office or
any place of business  disclosed to the Secured Party or move any of the Pledged
Property from its current location without thirty (30) days prior written notice
to the Secured Party in each instance.

                                   ARTICLE 24.

                                  MISCELLANEOUS

Section 24.1.     Notices.

         All notices or other  communications  required or permitted to be given
pursuant to this  Agreement  shall be in writing and shall be considered as duly
given on:  (a) the date of  delivery,  if  delivered  in person,  by  nationally
recognized  overnight  delivery  service or (b) five (5) days  after  mailing if
mailed from within the  continental  United  States by  certified  mail,  return
receipt requested to the party entitled to receive the same:

     If to the Secured Party:   Cornell Capital Partners, LP
                                101 Hudson Street, Suite 3700
                                Jersey City, New Jersey 07302
                                Attention:        Mark Angelo

                                Portfolio Manager

                                Telephone:        (201) 986-8300
                                Facsimile:        (201) 985-8266

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

     And if to the Company:     Teleplus Retail Services, Inc.
                                7575 TransCanada - Suite 305
                                St-Laurent, Quebec H4T 1V6
                                Attention:        Marius Silvasan
                                Telephone:        (514) 344-0778
                                Facsimile:        (514) 344-8675

     With a copy to:            Arnstein & Lehr, LLP
                                120 S. Riverside Plaza - 12th Floor
                                Chicago, Illinois 60606
                                Attention:        Jerold N. Siegan, Esq.
                                Telephone:        (312) 876-7874
                                Facsimile:        (312) 876-6274

         Any party may change its  address by giving  notice to the other  party
stating its new address.  Commencing on the tenth (10th) day after the giving of
such notice, such newly designated address shall be such party's address for the
purpose of all notices or other communications required or permitted to be given
pursuant to this Agreement.


                                       9
<PAGE>

Section 24.2.     Severability.

         If  any  provision  of  this   Agreement   shall  be  held  invalid  or
unenforceable,  such  invalidity or  unenforceability  shall attach only to such
provision and shall not in any manner affect or render invalid or  unenforceable
any other  severable  provision of this  Agreement,  and this Agreement shall be
carried out as if any such invalid or unenforceable provision were not contained
herein.

Section 24.3.     Expenses.

         In the  event of an  Event  of  Default,  the  Company  will pay to the
Secured  Party the  amount of any and all  reasonable  expenses,  including  the
reasonable  fees and expenses of its counsel,  which the Secured Party may incur
in connection with: (i) the custody or preservation of, or the sale,  collection
from, or other realization upon, any of the Pledged Property;  (ii) the exercise
or enforcement of any of the rights of the Secured Party  hereunder or (iii) the
failure by the Company to perform or observe any of the provisions hereof.

Section 24.4.     Waivers, Amendments, Etc.

         The Secured  Party's delay or failure at any time or times hereafter to
require  strict  performance  by  Company  of any  undertakings,  agreements  or
covenants shall not waiver,  affect,  or diminish any right of the Secured Party
under this Agreement to demand strict compliance and performance  herewith.  Any
waiver by the  Secured  Party of any Event of Default  shall not waive or affect
any other Event of Default, whether such Event of Default is prior or subsequent
thereto and whether of the same or a different type.  None of the  undertakings,
agreements  and  covenants of the Company  contained in this  Agreement,  and no
Event of Default,  shall be deemed to have been waived by the Secured Party, nor
may this  Agreement  be  amended,  changed  or  modified,  unless  such  waiver,
amendment,  change or  modification  is  evidenced by an  instrument  in writing
specifying  such waiver,  amendment,  change or  modification  and signed by the
Secured Party.

Section 24.5.     Continuing Security Interest.

         This  Agreement  shall  create a  continuing  security  interest in the
Pledged Property and shall: (i) remain in full force and effect until payment in
full of the Obligations; and (ii) be binding upon the Company and its successors
and heirs and (iii) inure to the benefit of the Secured Party and its successors
and assigns.  Upon the payment or satisfaction in full of the  Obligations,  the
Company shall be entitled to the return, at its expense,  of such of the Pledged
Property as shall not have been sold in  accordance  with  Section 5.2 hereof or
otherwise applied pursuant to the terms hereof.

Section 24.6.     Independent Representation.

         Each party hereto  acknowledges  and agrees that it has received or has
had the opportunity to receive  independent  legal counsel of its own choice and
that it has been sufficiently  apprised of its rights and responsibilities  with
regard to the substance of this Agreement.

Section 24.7.     Applicable Law:  Jurisdiction.

         This Agreement  shall be governed by and interpreted in accordance with
the laws of the State of New Jersey without regard to the principles of conflict
of laws.  The parties  further agree that any action between them shall be heard
in Hudson County,  New Jersey,  and expressly  consent to the  jurisdiction  and
venue of the  Superior  Court of New  Jersey,  sitting in Hudson  County and the
United States  District  Court for the District of New Jersey sitting in Newark,
New Jersey for the  adjudication of any civil action  asserted  pursuant to this
Paragraph.

Section 24.8.     Waiver of Jury Trial.

         AS A  FURTHER  INDUCEMENT  FOR THE  SECURED  PARTY TO ENTER  INTO  THIS
AGREEMENT AND TO MAKE THE FINANCIAL  ACCOMMODATIONS TO THE COMPANY,  THE COMPANY
HEREBY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING  RELATED IN ANY
WAY TO THIS  AGREEMENT  AND/OR  ANY  AND ALL  OTHER  DOCUMENTS  RELATED  TO THIS
TRANSACTION.


                                       10
<PAGE>

Section 24.9.     Entire Agreement.

         This Agreement  constitutes the entire  agreement among the parties and
supersedes any prior agreement or  understanding  among them with respect to the
subject matter hereof.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]


                                       11
<PAGE>


         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

                                         COMPANY:
                                         TELEPLUS RETAIL SERVICES, INC.

                                         By: /s/ Marius Silvasan
                                         Name:    Marius Silvasan
                                         Title:   President

                                         SECURED PARTY:
                                         CORNELL CAPITAL PARTNERS, LP

                                         By:      Yorkville Advisors, LLC
                                         Its:     General Partner

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


                                       12
<PAGE>

                                    exhibit A

                         DEFINITION OF PLEDGED PROPERTY

         For the purpose of securing prompt and complete payment and performance
by the  Company  of all of the  Obligations,  the  Company  unconditionally  and
irrevocably hereby grants to the Secured Party a continuing security interest in
and to, and lien upon, the following Pledged Property of the Company:

(a)  all  goods  of  the  Company,  including,  without  limitation,  machinery,
equipment,  furniture,  furnishings,  fixtures,  signs,  lights,  tools,  parts,
supplies  and motor  vehicles of every kind and  description,  now or  hereafter
owned by the Company or in which the Company may have or may  hereafter  acquire
any interest,  and all replacements,  additions,  accessions,  substitutions and
proceeds  thereof,  arising  from the sale or  disposition  thereof,  and  where
applicable,  the proceeds of insurance  and of any tort claims  involving any of
the foregoing;

(b) all  inventory  of the  Company,  including,  but not limited to, all goods,
wares, merchandise,  parts, supplies, finished products, other tangible personal
property, including such inventory as is temporarily out of Company's custody or
possession  and  including  any returns  upon any  accounts  or other  proceeds,
including insurance  proceeds,  resulting from the sale or disposition of any of
the foregoing;

(c) all  contract  rights and general  intangibles  of the  Company,  including,
without limitation,  goodwill,  trademarks, trade styles, trade names, leasehold
interests,   partnership  or  joint  venture   interests,   patents  and  patent
applications,  copyrights,  deposit  accounts  whether  now  owned or  hereafter
created;

(d) all  documents,  warehouse  receipts,  instruments  and chattel paper of the
Company whether now owned or hereafter created;

(e)  all  accounts  and  other  receivables,   instruments  or  other  forms  of
obligations and rights to payment of the Company (herein  collectively  referred
to as "Accounts"),  together with the proceeds thereof, all goods represented by
such  Accounts  and  all  such  goods  that  may be  returned  by the  Company's
customers,  and all  proceeds  of any  insurance  thereon,  and all  guarantees,
securities  and liens  which the  Company  may hold for the  payment of any such
Accounts  including,  without  limitation,  all rights of  stoppage  in transit,
replevin and reclamation and as an unpaid vendor and/or lienor, all of which the
Company  represents  and warrants will be bona fide and existing  obligations of
its respective customers, arising out of the sale of goods by the Company in the
ordinary course of business;

(f) to the extent assignable,  all of the Company's rights under all present and
future  authorizations,  permits,  licenses and franchises  issued or granted in
connection with the operations of any of its facilities;

(g)  all  products  and  proceeds  (including,  without  limitation,   insurance
proceeds) from the above-described Pledged Property.