ASSET PURCHASE AGREEMENT
                            ------------------------

     THIS  IS  AN  ASSET  PURCHASE  AGREEMENT,  HEREINAFTER  REFERRED  TO AS THE
AGREEMENT,  MADE  AND  ENTERED INTO THIS 7TH DAY OF NOVEMBER, 2000, BY AND AMONG
THE  FOLLOWING  PARTIES:

     I.   TEL-ONE,  INC.,  OF 100 SOUTH ASHLEY DRIVE, SUITE 2050, TAMPA, FLORIDA
33602  (THE  "BUYER").

     II.  TELECOM  RESPONSE,  INC., OF 5414 WEST CRENSHAW STREET, TAMPA, FLORIDA
33634(THE  "SELLER").

                                    RECITALS:
                                    ---------

     A.     The  Seller  owns  and  operates  an  a telephony project management
company  that  provides  expertise  on advanced telephony projects and plans for
companies  and  government  institutions via outsource agreements and government
long-term  contracts.

     B.     Seller  desires  to  sell  the  rights  and  title  to  the contract
receivables  net of cost to fulfill the contract requirements, and Buyer desires
to  buy,  on terms and conditions set forth in this Agreement, the FLORIDA STATE
                                                                   -------------
GOVERNMENT  CENTREX  CONTRACT  identified  as contract number 730-030-99-1 which
-----------------------------                                 ------------
commenced  on  August  4,  1998  and  expires  on  January  1,  2003.


     C.   This Agreement sets forth the respective rights and obligations of the
parties  regarding  the  purchase  and  sale  described  herein.

     NOW  THEREFORE,  In consideration of the mutual covenants contained herein,
and  for  other  good  and  valuable consideration,  the receipt and adequacy of
which  is  hereby  acknowledged  by  all parties, the parties agree as follows:

                          ARTICLE I - PURCHASE AND SALE
                          -----------------------------

     1.01  DEFINITIONS.
           ------------

          (a)  The  parties acknowledge and agree that the recitals are true and
               correct  and the recitals by this reference are incorporated into
               this  Agreement.
          (b)  All  Exhibits  described in, attached to, or referred to, in this
               Agreement  are  hereby  incorporated  by this reference into this
               Agreement.
          (c)  The  parties  agree  that  the  abbreviations  set  forth  in the
               preamble  and  the  recitals  shall  be used for purposes of this
               Agreement.

     1.02  ASSETS  SOLD  AND  PURCHASED.  On  the  basis of the representations,
           -----------------------------
warranties,  and  agreements  of  the  parties,  and  subject  to  the terms and
conditions of this Agreement, Seller agrees to sell and Buyer agrees to buy, the
following  asset  (sometimes  collectively  referred to in this Agreement as the
Asset):


                                       1
<PAGE>

          (A)     CONTRACT RIGHTS.     Buyer and Seller acknowledge that Exhibit
                  ----------------
1  is the Contract for which any required consent to such assignment has been or
will  be  obtained  by  Seller  on or prior to the Closing and this Contract for
which  a  required  consent  to  such assignment has not been obtained by Seller
prior to the execution hereof.  Seller covenants to obtain any required consents
that  have  not  been obtained prior to the date of Closing.  Buyer will have no
responsibility for or liability under any Contracts not actually assigned to and
assumed  by  Buyer.

     1.03  PURCHASE  PRICE.
           ----------------

          (a)  In  consideration  of  the  transactions  described  in  this
               Agreement,  Buyer shall tender Seller the consideration set forth
               below:

               (1)  5,000,000  shares  of  Buyer's  common  stock  ("Shares"),
                    --------- representing a fifty-percent (50%) equity interest
                    in  Tel-One,  Inc.  evidenced  by  a  duly  executed  stock
                    certificate  to  be delivered to Seller within 10 days after
                    the  Closing.

               (2)  Parties  have  agreed  that  the  value of the FLORIDA STATE
                                                                   -------------
                    GOVERNMENT CENTREX  CONTRACT  identified as  contract number
                    ----------------------------
                    730-030-99-1 is based on the  present  value of future cash
                    flows from  the contract, net of costs and expenses.


     1.04     LIABILITIES  OF SELLER.  Buyer shall not be responsible for any of
              -----------------------
Seller's  liabilities,  obligations  or indebtedness, except as specifically set
forth  in  this  Agreement.

     1.05     CLOSING  DATE.  The  date  and  the  time  of  closing  of  the
              --------------
transactions  contemplated  in this Agreement shall be referred to herein as the
"CLOSING"  or  the  "CLOSING DATE".  The Closing shall be held at the offices of
Telecom  Response,  Inc.  on  November 7, 2000.  The time, date and place of the
  --------------------------------------------
Closing  may  be  changed  by  the  mutual  agreement  of  the  parties.
  -

                             ARTICLE II - CONDITIONS
                             -----------------------

     2.01     CONDITIONS  OF  BUYER'S OBLIGATIONS.  The obligations  of Buyer to
              ------------------------------------
be  performed under this Agreement at Closing are subject to each and all of the
following conditions,  any one or more of which may, however, be waived in whole
or  in  part  by  Buyer:

          (a)  The  representations  and  warranties of Seller set forth in this
               Agreement  shall  be true and correct in all material respects on
               and  as  of the Closing with the same affect as if made on and as
               of  the  Closing.


                                       2
<PAGE>
          (b)  Seller  shall  have  obtained all necessary consents of all other
               persons  or parties to the execution of this Agreement and to the
               consummation  of  the  transactions  contemplated  hereby.

          (c)  The  representations,  warranties and covenants made by Seller in
               this  Agreement  and  all  documents,  statements  and  schedules
               furnished  Buyer  shall  be  true  and  correct  in  all material
               respects  on  and  as of the Closing Date with the same force and
               effect as though those representations,  warranties and covenants
               and  the  documents,  statements and schedules furnished to Buyer
               had  been  made  on  and  as  of  the  closing  date.

     2.02     CONDITIONS OF SELLER'S OBLIGATIONS.  The  obligations of Seller to
              -----------------------------------
be  performed  under this Agreement are subject to each and all of the following
conditions,  any  one  or  more  of which may, however, be waived in whole or in
part  by  Seller:

          (a)  The  representations  and  warranties  of Buyer set forth in this
               Agreement  shall  be true and correct in all material respects on
               and as of the Closing Date with the same effect as if made on and
               as  of  the  Closing  Date.

          (b)  Buyer  shall  have  obtained  all necessary consents of all other
               persons  or parties to the execution of this Agreement and to the
               consummation  of  the  transactions  contemplated  hereby.

     2.03     SELLER'S  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS.  Seller
              ------------------------------------------------------
represents,  warrants  and  covenants  as  follows:

          (a)  ORGANIZATION  AND  STANDING  OF  SELLER.   If  the  Seller  is  a
               ---------------------------------------  corporation,   it  is  a
               corporation duly organized, validly existing and in good standing
               under  the  laws  of  the State of Florida, and the execution and
               delivery  of  this  Agreement  to Buyer and the sale contemplated
               hereby  has  been  duly  authorized  by  all  necessary corporate
               action.

          (b)  PROPERTIES.  Seller  now  has, and at closing will have, good and
               -----------  marketable title to the Asset,  free  and  clear  of
               any restrictions,  encumbrances,  conditional  sale  or  security
               agreements,  or  adverse claims, except as specifically disclosed
               in  this  Agreement. None of the Asset will at closing be subject
               to any restriction  which would prevent the conveyance thereof to
               Buyer or prevent or materially adversely affect the use presently
               made  thereof.

          (c)  CLAIMS  AND  LITIGATION. To Seller's knowledge there is no claim,
               -----------------------   litigation  or  proceeding,  pending or
               threatened,  which affects the interest of Seller to or in any of
               the  Asset  or  which  would  prevent  or  materially  affect the
               ownership,  use  or  operation  by  Buyer  of  any  of the Asset.


                                       3
<PAGE>
          (d)  TAXES.  Seller  has paid, or will have paid by Closing, all taxes
               ------ or other charges required to be paid prior to Closing with
               respect  to  the  Asset.

          (e)  NO  RESTRICTIONS.  Seller  is  not subject to any charter, bylaw,
               ----------------- mortgage,  lien,  lease,  judgment, contract or
               other restriction of any kind which would prevent consummation of
               the  transactions  contemplated  by  this  Agreement.

          (f)  DISCLOSURE.  No representation or warranty made by Seller in this
               -----------  Agreement,  nor any written statement or certificate
               furnished  or to be furnished by the Seller to the Buyer pursuant
               hereto,  or  in  connection  with  the trans-actions contemplated
               hereby,  contains  or  will  contain,  any  untrue statement of a
               material fact, or will omit to state a material fact necessary to
               make  the  statement  contemplated  therein  not  misleading.

          (g)  OPERATING CONDITION. All properties associated with the Asset are
               --------------------- in  good operating condition and in a state
               of  reasonable  maintenance  and  repair.

          (h)  STATUS  OF  ASSET.  The  Contract  of  Seller  being  acquired by
               -----------------  Buyer  is  in  full  force  and  effect and is
               enforceable  in  accordance  with  its  terms,  and  there  is no
               existing  default  on the part of either party to the contract. A
               true  copy  of the contract described above has been furnished to
               Buyer.

          (h)  MISCELLANEOUS  CONSENTS. No authorization, consent or approval of
               ------------------------ any   public  body  or  authority  is
               necessary  to  the  validity  of the transactions contemplated by
               this  Agreement. All necessary approvals of the parties under any
               contracts,  commitments  or  understandings  to which Seller is a
               party  required  to  permit  consummation  of  the transaction in
               accordance  with  this Agreement have been or will be obtained on
               or  before  the  Closing Date. Seller is not otherwise a party to
               any contract or subject to any other legal restriction that would
               prevent  or  restrict  complete  fulfillment  of  any  terms  and
               conditions  of  this  Agreement  or  compliance  with  any of the
               obligations  under  it.

          (i)  LITIGATION.  Neither  Seller   nor   any  Shareholder  has   ever
               -----------  been  held  liable   in   any   court   or  in   any
               administrative proceeding for any claims alleging fraud by Seller
               or  any  Shareholder  in  connection  with  any telephony related
               business  or activities. Each Shareholder warrants that there are
               no  disciplinary proceedings pending against him, nor has he been
               subject  to  any prior disciplinary proceedings. Each Shareholder
               further  warrants  that there are no criminal proceedings pending
               against  him,  nor  has  he  ever  been  indicted for any felony.


                                       4
<PAGE>
          (j)  CONTRACTS.  Exhibit  1  contains  the  contract  entered  into by
               Seller,  ---------- or by any of the officers of Seller on behalf
               of  Seller.  No  event  or  condition  known  to  the officers or
               Shareholders  or  Seller  has  occurred  or  exists,  or,  to the
               knowledge  of  the officers or Shareholders or Seller, is alleged
               by  any of the other parties thereto to have occurred or existed,
               which  constitutes, or with the lapse of time or giving of notice
               or  both  might constitute, a material default or material breach
               under  the  contracts  in  Exhibit  1.

     2.04     REPRESENTATIONS  AND  WARRANTIES  OF  BUYER.  Buyer represents and
              --------------------------------------------
warrants  to  the  Seller  that:

          (a)  ORGANIZATION  AND  STANDING  OF  BUYER.   If   the   Buyer  is  a
               -------------------------------------- corporation,   it   is   a
               corporation duly organized, validly existing and in good standing
               under  the  laws  of  the  State  of  Florida,  the execution and
               delivery  of  this Agreement  to Seller and the sale contemplated
               hereby  has  been  duly  authorized  by all necessary corporation
               action.  The  execution by it will not conflict with or result in
               breach  of the terms, conditions or provisions of or constitute a
               default  under  the  certificate  of  incorporation  or bylaws of
               Buyer  or  any  agreement  or instrument under which Buyer is now
               obligated.  Buyer  has  full  legal right, power and authority to
               enter  into  these transactions and perform its obligations under
               the  Agreement.

          (b)  NO  RESTRICTIONS.  Buyer  is  not  subject to any charter, bylaw,
               -----------------  mortgage,  lien,  lease, judgment, contract or
               other  restriction  of any kind which would prevent  consummation
               of  the  transactions  contemplated  by  this  Agreement.

          (c)  DISCLOSURE.  No  representation or warranty made by Buyer in this
               -----------  Agreement,  nor any written statement or certificate
               furnished  or to be furnished by the Buyer to the Seller pursuant
               hereto,  or  in  connection  with  the  transactions contemplated
               hereby,  contains  or  will  contain,  any  untrue statement of a
               material fact, or will omit to state a material fact necessary to
               make  the  statement  contemplated  therein  not  misleading.

     2.05     COMMISSION.  The  parties  hereby  represent  and  warrant that no
              -----------
broker  or  other  person or legal entity is entitled to any commission or other
form of fee or compensation  on account of the transactions contemplated by this
Agreement.

     2.06     INDEMNIFICATION  BY  SELLER.
              ----------------------------

          (a)  Seller  shall  indemnify  and  hold harmless Buyer against and in
               respect  of:

               (1)  All  liabilities  and obligations of, or claims against, the
                    Seller  not  expressly  assumed  hereby  by  Buyer.


                                       5
<PAGE>
               (2)  All  damages,  loss, cost or expense of Buyer resulting from
                    any  misrepresentation,  breach  of  warranty,  or
                    non-fulfillment  of  any agreement on the part of the Seller
                    under  this Agreement, or from  any misrepresentation in, or
                    omission  from,  any  certificate,  or  other  instrument
                    furnished  or  to be furnished by Seller to Buyer under this
                    Agreement.

               (3)  All  state  and  local  sales  taxes  applicable  to  the
                    transactions  contemplated  hereby,  if  any.

               (4)  All  actions,  suits,  proceedings,  demand,  assessments,
                    judgments,  costs  and  expenses  incident  to  any  of  the
                    foregoing.

          (b)  Seller  shall  reimburse the Buyer on demand for any payment made
               by  it at any time after the Closing in respect of any liability,
               obligation  or  claim  to  which the foregoing indemnity relates.
               Should  any  claim covered by the foregoing indemnity be asserted
               against  Buyer, Buyer shall notify Seller promptly and give it an
               opportunity to defend the same, and Buyer shall extend reasonable
               cooperation  to  Seller  in  connection with such defense. In the
               event  that  Seller fails to defend the same within a reason-able
               time,  Buyer shall be entitled to assume the defense thereof, and
               Seller  shall  be  liable  to  repay  Buyer  for all its expenses
               reasonably  incurred  in  connection  with the defense (including
               reasonable  attorney's  fees  and  settlement  payments).

          (c)  In  the event Seller does not reimburse Buyer as set forth above,
               then  Buyer  shall  have  a  right  to set off the amount of such
               liability,  obligation or claim, including Buyer's other expenses
               as  set  forth  above, against amounts due by virtue of the Note,
               such  amounts  being applied first to the next payment due and to
               each  payment due thereafter until such amount is repaid to Buyer
               in  full.

     2.07     INDEMNIFICATION  BY  BUYER.
              ---------------------------

          (a)  Buyer  shall  indemnify  and  hold harmless Seller against and in
               respect  of:

               (1)  All liabilities and obligations of, claims against the Buyer
                    including  but  not  limited  to liabilities, obligations or
                    claims  arising  in connection with the Asset purchased from
                    Seller  and  arising  after  the  Closing  Date.

               (2)  All  damages, loss, cost or expense of Seller resulting from
                    any  misrepresentation,  breach  of  warranty,  or
                    non-fulfillment  of  any  agreement on the part of the Buyer
                    under  this  Agreement, or from any misrepresentation in, or
                    omission  from,  any  certificate,  or  other  instrument
                    furnished  or  to be furnished by Buyer to Seller under this
                    Agreement.


                                       6
<PAGE>

               (3)  All  actions,  suits,  proceedings,  demand,  assessments,
                    judgments,  costs  and  expenses  incident  to  any  of  the
                    foregoing.

          (b)  Buyer  shall  reimburse the Seller on demand for any payment made
               by  it at any time after the Closing in respect of any liability,
               obligation  or  claim  to  which the foregoing indemnity relates.
               Should  any  claim covered by the foregoing indemnity be asserted
               against Seller, Seller shall notify Buyer  promptly  and give  it
               an opportunity  to  defend  the  same,  and  Seller  shall extend
               reasonable cooperation to Buyer in  connection with such defense.
               In  the  event  that  Buyer  fails  to  defend  the same within a
               reasonable  time,  Seller shall be entitled to assume the defense
               there-of,  and  Buyer shall be liable to repay Seller for all its
               expenses  reasonably  incurred  in  connection  with the defense,
               including  reasonable  attorney's  fees and settlement payments.

                 ARTICLE III - CONDUCT PRIOR TO CLOSING; CLOSING
                 -----------------------------------------------

     3.01  RISK  OF LOSS.  Any risk of loss resulting from fire, theft, casualty
           --------------
or otherwise, regarding the Asset shall be borne by the Seller until the Closing
Date.  In  the  event  that  the  property  associated  with the function of the
contract  that Buyer is acquiring from Seller has been materially damaged by any
casualty  on  or  prior  to the Closing Date, the Buyer shall have the option to
rescind this Agreement, or in the alternative, the Buyer may elect to consummate
the  transactions  described  herein,  after  giving  proper  adjustment  to the
purchase price for the amount of damage done to the Asset, said adjustment to be
mutually  agreed  upon  between  the  Seller  and  Buyer.

     3.02  ACCESS  TO INFORMATION.  Seller has or shall accord reasonable access
           -----------------------
during  normal  business  hours  prior  to  the  Closing to Buyer and to Buyer's
counsel,  accountants,  and  other  representatives,  to  the Assets and records
pertaining  to  the  Assets  and the Seller's business involving the Assets, and
shall  furnish  Buyer  during  such  period  with all information concerning the
Assets  that  Buyer  reasonably  may request.  Buyer, prior to the Closing Date,
through  its  representatives may make such investigation of the proper-ties and
business  of  Seller  and  of their financial condition as it deems necessary or
advisable  to  familiarize  itself  with  the  properties,  business,  financial
condition  and  other  matters;  the  investigation,  however,  shall not affect
Seller's  representations  and  warranties under this Agreement.  Buyer  and its
representatives,  from  and  after  the  date of this Agreement, shall have full
access  to  the  properties  and  all  of the books and records of every kind of
Seller,  and  the  officers  of  Seller  will  furnish  Buyer with financial and
operating  data and other information concerning  the business and properties of
Seller  that  may  be  requested  from  time  to  time.

     Seller and Stockholders shall at any and all times prior to Closing provide
any  and  all  information and documents reasonably requested by Buyer and Buyer
agrees  that  all information provided Buyer by Seller shall remain confidential
and the property of Seller until completion and closing of this transaction.  In
the  event  this  transaction  does  not  close  except  by  reason  of


                                       7
<PAGE>
default  of Seller or Shareholders, Buyer shall return immediately to Seller all
accounting  materials  and  other  documentation  provided  by  Seller.

     3.03  CONDUCT  OF  BUSINESS  PENDING  CLOSING.  Seller  shall  prior to the
           ----------------------------------------
Closing  at  its  own  expense  keep  the  Asset  in good standing and shall not
mortgage,  hypothecate,  pledge, assign, convey or encumber any of the Asset nor
create  or  permit  to exist, any lien or security interest in any of the Asset.

     3.04  SELLER'S PERFORMANCE AT CLOSING.  At the Closing, Seller warrants and
           --------------------------------
represents  that  they  will:

          (a)  Execute and deliver to Buyer such endorsements or assignments and
               other good and sufficient instruments of conveyance, transfer and
               assignment  as  shall be effective to vest in Buyer all the right
               and  interest  of  Seller  in  and  to the Asset. At or after the
               Closing,  and  without further consideration, Seller will execute
               and  deliver such further instruments of conveyance  and transfer
               and  take  such  other  action as Buyer may reasonably request in
               order  to  convey  and  transfer  to  Buyer  any  of  the  Asset.

          (b)  Deliver to Buyer a written opinion of Seller's  counsel, dated as
               of  Closing,  in form and substance satisfactory to Buyer, to the
               effect  that:

               (1)  If  the  Seller  is  a  corporation  that:

                    (i)  Seller is a corporation duly organized, existing and in
                         good  standing  under the laws of the State of Florida.

                    (ii) Seller has full corporate power and authority to covey,
                         transfer, assign and deliver the Assets to Buyer on the
                         terms and conditions provided in this Agreement and all
                         consents  necessary  for  such  conveyance,  transfer,
                         assignment  and  delivery  have  been  obtained.

                    (iii) All corporate and other action required to be taken by
                         or on the part of Seller to enable it to carry out this
                         Agreement  has  been  duly  taken.

               (2)  They  have  no  knowledge  of any litigation,  proceeding or
                    governmental  investigation  pending  or  threatened,  which
                    affects  the title or interest of Seller to or in any of the
                    Assets,  or  which  would  prevent  or  adversely affect the
                    ownership,  use  or operation of any of the Assets by Buyer.

     3.05  BUYER'S  PERFORMANCE  AT CLOSING.  At the Closing, Buyer will warrant
           ---------------------------------
and  represent  that:


                                       8
<PAGE>
               (1)  If  the  Buyer  is  a  corporation  that:

                    (i)  Buyer is a corporation duly organized,  existing and in
                         good  standing  under the laws of the State of Florida.

                    (ii) Buyer has full corporate power and authority to execute
                         and  deliver  the Note, and instruments of security for
                         the  Note, and to otherwise perform as provided by this
                         Agreement.

                    (iii) All corporate and other action required to be taken by
                         or  on the part of Buyer to enable it to carry out this
                         Agreement  has  been  duly  taken.

               (2)  They  have  no  knowledge  of any litigation,  proceeding or
                    governmental  investigation  pending  or  threatened  which
                    affects  Buyer  or  which  would prevent or adversely affect
                    Buyer's  ownership,  use  and  operation  of  the  Asset.

                        ARTICLE IV - DEFAULT AND REMEDIES
                        ---------------------------------

     4.01  DEFAULT  BY BUYER.  In the event that the Seller has fulfilled all of
           ------------------
its  obligations  set  forth in this Agreement and in the further event that the
Buyer  fails  to  perform  its obligations on the Closing Date set forth in this
Agreement,  then  the  Buyer  shall  be  deemed  in default, and the sole remedy
available  to  the  Seller  shall  be  the  retention  by  Seller  of any moneys
previously  paid,  if  any,  by  the  Buyer  to  the  Seller.

     4.02  DEFAULT  BY SELLER.  In the event that the Buyer has performed all to
           -------------------
its  obligations  set forth in this Agreement as of the Closing Date, and stands
ready,  willing  and  able to consummate the transactions set forth herein as of
the  Closing  Date,  but  the  Seller,  for  any  reason,  fails  to perform its
obligations  on  or  before  the  Closing  Date,  the  Seller shall be deemed in
default,  and  the  Buyer  shall be entitled to any combination of the following
remedies:  (a)  institute  an  action  for  damages against the Seller for those
damages  resulting  from  the Seller's default; and (b)  institute an action for
specific  performance  or  such  other  equitable relief as a court of competent
jurisdiction  deems  appropriate  under  the  circumstances  as a  result of the
default  by  the  Seller.

                            ARTICLE V - AFTER CLOSING
                            -------------------------

     5.01  SURVIVAL  OF  WARRANTIES,  ETC.   All  written  statements  and
           -------------------------------
certificates  furnished  by  Seller or Buyer, whether so furnished before, at or
after the Closing or whether contained herein or furnished pursuant hereto or in
connection  with  the  transactions  contemplated  hereby, shall be deemed to be
representations  and warranties.  All representations,  warranties and covenants
made  by  Seller in this agreement, or pursuant hereto, shall be deemed made for
the  purpose  of  inducing Buyer to enter into this Agreement, and shall survive
the  Closing and remain operative and in full force and effect regardless of any
investigations  at  any  time  made  by  or  on  behalf  of


                                       9
<PAGE>
Buyer,  and shall not be deemed merged in any document or instrument executed or
delivered  at  the  Closing.

     5.02  EMPLOYMENT AGREEMENT. Buyer agrees to install Kris Brown as President
           ---------------------
and  Director  of  Tel-One,  Inc.  by  special  meeting  of  Board  of Directors
concurrent  with  the execution of this Agreement. Existing officers at the time
of  the  Closing will resign their positions as officers simultaneously with the
execution  of  this  Agreement.

     5.03  COVENANT  NOT  TO  COMPETE.
           ---------------------------

          (a)  The  Seller  and  Buyer  agree that for a period of two (2) years
               from  the  Closing Date, neither the Seller nor Buyer will engage
               directly or indirectly, either as a principal, agent, proprietor,
               shareholder, director, officer, or employee or participate in the
               ownership, management, operation or control, or have partnership,
               firm  or  business  engaged in a business in competition with, or
               similar  to,  the  business  conducted  by  Buyer or Seller as it
               relates  to  the   FLORIDA  STATE  GOVERNMENT  CENTREX  CONTRACT
                                 -----------------------------------------------
               identified as contract number  730-030-99-1.
                                              -------------

     5.04  ASSIGNMENT.  The Buyer may assign all or any part of its rights under
           -----------
this  Agreement to any corporation of which the Buyer owns all of the issued and
outstanding stock.  The Buyer shall have this same right of assignment after the
Closing Date; and in the event of such an assignment  the Buyer and Seller shall
cooperate  in  the  execution  of  any  documents  reasonably  necessary for the
protection  of  the  Seller's  rights  in  the  Note.

     5.05  SELLER'S  ASSISTANCE.  Seller  agrees  to  continue  to  help  in the
           ---------------------
operation  of  the  business  transferred hereunder after the Closing Date for a
period  of  10  days  without  the  payment  of  any  additional compensation or
consideration.

     5.06     FURTHER  ASSURANCES.     From time to time at Buyer's request, and
              --------------------
without  further  consideration, Seller and Shareholder will execute and deliver
such  further  instruments  of conveyance, assignment and transfer and take such
other action as Buyer may reasonably request in order to more effectively convey
and transfer any of the Assets.  Seller and Shareholders further agree to assist
Buyer  in  the  application  for  the  appropriate  licenses  and authorizations
required  by  Buyer  to  conduct  business  in  the  State  of  Florida.

                           ARTICLE VI - MISCELLANEOUS
                           --------------------------

     6.01     NOTICES.  Any notice required or provided for in this Agreement to
              --------
be  given to any party shall be mailed certified mail, return receipt requested,
or  hand  delivered,  to  the  party  at  the address set forth in the preamble.

     6.02     SUCCESSORS  AND ASSIGNS.  This Agreement shall be binding upon and
              ------------------------
inure  to  the  benefit  of  the  successors  and  assigns  of  the  parties.


                                       10
<PAGE>
     6.03     FLORIDA  LAW.  This  Agreement  and  the  Note  shall be construed
              -------------
              and enforced in accordance  with the laws of the State of Florida.

     6.04     ATTORNEY'S  FEES.  In  the  event  that  any  party is required to
              ----------------
engage  the services of legal counsel to enforce its rights under this Agreement
against  any  other  party,  regardless  of  whether  such  action  results  in
litigation, the prevailing party shall be entitled to reasonable attorney's fees
and  costs  from the other party, which in the event of litigation shall include
fees  and  costs  incurred  at  trial  and  on  appeal.

     6.05     ENTIRE  AGREEMENT.  This  Agreement  contains  the  entire
              ------------------
understanding  among  the  parties  and  supersedes  any  prior  written or oral
agreement  between  them respecting the subject matter of this Agreement.  There
are  no  representations,  agreements, arrangements, or  understandings, oral or
written,  between  the  parties  hereto  relating  to the subject matter of this
Agreement  which  are  not  fully  expressed  herein.

     6.06     AMENDMENTS.  Any  amendments to this Agreement shall be in writing
              -----------
signed  by  all  parties.

     6.07     SEVERABILITY.  In  case  any  one  or more provisions contained in
              -------------
this  Agreement shall, for any reason, be held invalid, illegal or unenforceable
in any respect, such invalidity, illegality or unenforceability shall not affect
any  other  provision  hereof  and  this Agreement shall be construed as if such
invalid,  illegal  or  unenforceable  provision  had  not been contained herein.

     6.08     WAIVER.  No consent or waiver, expressed or implied, by a party of
              -------
any  breach or default by any other party in the performance by that other party
of  its  obligations  hereunder shall be deemed or  construed to be a consent or
waiver  to any other breach or default in the performance by such other party of
the same or any other obligations of such other party hereunder.  Failure on the
part  of  any party to complain of any act or failure to act of another party or
to  declare  that other party in default, irrespective of how long  such failure
continues, shall not constitute a waiver of such party of its  rights hereunder.

     6.9     NUMBERS  AND  LICENSES.  The  Buyer  shall  not  use  any  numbers
             -----------------------
previously  used  by  Seller, such as Federal employer identification numbers or
state  sales tax numbers.  The Buyer shall not use any licenses of any kind held
by  Seller  unless  specifically  acquired  pursuant  to  this  Agreement.

     6.10     EXPENSES.  Each party to this Agreement shall pay its own expenses
              ---------
and  costs incident to the preparation of this Agreement and to the consummation
of  the  transactions  contemplated  by  it.

     6.11     FURTHER  INSTRUMENTS  AND  ACTIONS.  Each  party shall deliver any
              -----------------------------------
further  instruments  and  take  any  further  actions  that  may  be reasonably
requested by the other in order to carry out the provisions and purposes of this
Agreement.


                                       11
<PAGE>
     IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day
and  year  first  above  written.

WITNESSES:

_________________________          Tel-One,  Inc.,  a  Florida  Corporation
                                   --------------

_________________________          By:     /s/  George  Carapella
                                           ----------------------
                                           George  Carapella
                                           -----------------
                                           As  its  ______President

                                               (CORPORATE  SEAL)

_________________________          Telecom Response, Inc., a Florida Corporation
                                   ----------------------

_________________________          By:     /s/  W.  Kris  Brown
                                           --------------------
                                           W.  Kris  Brown
                                           ---------------
                                           As  its  ______President

                                               (CORPORATE  SEAL)

STATE  OF  FLORIDA
COUNTY  OF  Hillsborough
            ------------

     The  foregoing  instrument  was  sworn  to  and acknowledged before me this
7th day  of  November,  2000  by  W.  Kris  Brown,  as the President of Telecom
---          --------             ---------------          ---------    -------
Response,  a  Florida  corporation,  on  behalf  of  the  corporation.

                                   _________________________
                                   NOTARY  PUBLIC
                                   My  commission  expires:

STATE  OF  FLORIDA     )
COUNTY  OF  __________)

     The  foregoing  instrument  was  sworn  to  and acknowledged before me this
7th day  of  November,  2000  by  George  Carapella, the President of Tel-One, a
---          --------             -----------------       ---------   -------
Florida  corporation,  on  behalf  of  the  corporation.

                                   _________________________
                                   NOTARY  PUBLIC

                                   My  commission  expires:


                                       12
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