Letter of Understanding

This  letter  dated November 7, 2000 by  and between George Carapella, President
of  Tel-One,  Inc.,  and W.  Kris Brown, President of Telecom Response, Inc.  is
for  the  purpose  of  establishing  an  agreed  upon  value  for  the potential
consideration  by  Tel-One,  Inc.  of  acquiring from Telecom Response, Inc., by
assignment  of,  the,  net  of cost proceeds, of the asset known as the "Florida
Government Centrex Contract" (contract number 730-030-99-1) hereinafter referred
to  as  the  "Asset".

The Asset acquisition will be for certain monies to be received by Tel-One, Inc.
for  the  remaining  term  of the contract by and between Telecom Response, Inc.
and the State of Florida.  The contract between The State of Florida and Telecom
Response,  Inc.  commenced  on August 4, 1998 and has an initial term expiration
date  of  January  1, 2003.  The purpose of the contract was for the purchase of
Telephone  Instruments (featured-phones), Data Instruments and other peripherals
by  State  of  Florida  agencies  and other eligible users able to purchase such
equipment  and  services  through  the  State  of  Florida for Centrex Services.

The  proposed  consideration  for  the  assignment  of proceeds, net of cost, to
Tel-One,  Inc.  by Telecom Response, Inc.  will be for the issuance of 5,000,000
shares  of  common stock of Tel-One, Inc.  currently valued at $0.0001 par value
per  share  in return for the Asset determined by Tel-One, Inc.  as having value
to be used for future business plans.  Telecom Response, Inc.  expects the value
of the stock to be acquired from Tel-One, Inc to increase over time based on the
business  plan  of  Tel-One,  Inc.

As  a  result of past and current experience by Telecom Response, Inc.  with the
ordering  habits of the State of Florida, relative to the Asset, the anticipated
net of cost receivables to be realized for Tel-One, Inc., for the remaining term
of  the  contract for years 2001 and 2002, should produce an estimated amount of
cash  flow  of  approximately  of $191,003.00 and 210,103.00 respectively, or an
expected  aggregate  of $401,106.00 for the remaining two (2) years.  Using a 7%
discount  rate  based  on  estimated  current  average  certificate  of  deposit
investment  rates,  the net present value of the estimated cash flow for the two
(2)  years  remaining  should  be  $362,019.00.

It  is  understood  Tel-One, Inc.  and Telecom Response, Inc.  have reviewed the
above  numbers  and  all  pertinent  information  pertaining  to  this  letter,
independently  and  together,  and feel this letter fairly represents the monies
that  would  be  available from the Asset, should both firms decide to reach any
subsequent  agreements  relative  to  this  Letter  of  Understanding.

In  appreciation  of this letter, and each having fully read and agreeing to the
contents  herein,  the  following  signatures  are  affixed by the Presidents of
Tel-One,  Inc.  and Telecom Response, Inc.  on behalf of their respective firms.

Tel-One,  Inc.                           Telecom  Response,  Inc.


By:   /s/ George Carapella               By:  /s/ W. Kris Brown
      ------------------------------          ----------------------------
          George Carapella, President             W. Kris Brown, President

Date:  November  7,  2000                Date   November  7,  2000


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