EXHIBIT 10.1

Marbella,  September  29,  2003

Reunited
--------

On  one  side:  Mr. GUSTAVO G"MEZ S NCHEZ, domiciled professionally in Marbella,
Avenida  Severo  Ochoa,  n  28  ,  9  ,  Edificio  Marina Marbella and with ID n
14301513-K.

And  Mr.  HERMAN DE HAAS, with professional domicile in Marbella, Avenida Severo
Ochoa,  n  28,  9  ,  Edificio  Marina  Marbella and with passport n  NE9088389.

On  the other side: Mr. NICHOLAS MARIA BODO BAR"N VON BRUEMMER, domiciled at the
Marbella  Club,  Urbanizaci n Sta. Margarita-Sta. B rbara and with resident card
(NIE)  n  X-0977758-M

And  on  another  side:  Mr.  JORDI  BELLVEH  MUOZ,  professionally domiciled in
Girona,  Avda.  Jaime  I,  37,  5  and  with  ID  n  43675085-V

INTERVENE
---------

The fist two in name and in representation of ITS NETWORKS INC., U.S. registered
company  with  domicile at 1200 South Pine Island Road Plantation Florida 33324,
registered  with  number  P98000098356  with the Public Registry in the state of
Florida  (USA),  in  their condition as members of the Board of Directors of the
Company  with  sufficient  powers  to  sign  the  present  agreement.

Mr.  Herman  de  Haas  intervene  as  well  as Sole administrator of TELECONNECT
COMUNICACIONES  S.A.

Mr. Nicholas Bruemmer represents his own person as web as the company OLACAPITAL
S.L.,  in  the  function  of  its  Administrator.

Mr.  Jordi  Bellveh  ,  intervene as lawyer of  Roca Junyent Abogados, as verbal
delegate  (without the capability to reach agreements without their confirmation
afterwards  from the people he represents) of the following people: D. Jean Marc
Vuille  and  the  companies COMPOSTELA STIFTUNG and the company MULTIMEDIA SPORT
PRODUCCIONES  S.L.

The  parties  mutual  recognize  their representation and their sufficient legal
capacity  to  act  and  that  they  are  present  under  their  free  will.

EXPOSE
------

I.-  That  on  November 11, 2002 ITS NETWOKS INC and the majority of Teleconnect
shareholders  entered  into  a  share swap agreement which is hereinafter called
"Private  Agreement",

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II.- Since the signing of the Private Agreement, there have been differences and
conflicts  between  the  parties  with  respect  to  the  interpretation and the
execution  of  this  agreement.

III.-  To avoid differences that could end up in civil, judicial or penal suits,
the parties have been negotiating a friendly solution in good faith for the good
of  all.

IV.-  That  the  agreements  reached  in  this  contract  are  the  following:

AGREEMENTS
----------

FIRST.-  The  parties  agree that  ITS NETWORKS Inc will deliver to the Majority
shareholders  of  Teleconnect  5 million shares of ITS NETWORKS Inc., instead of
the  3  million  referred  to  in  the Swap Agreement dated November 11th, 2002.

The 5 million shares have been calculated based on 12% of the shares outstanding
of  ITS  Networks (42M) as a result of the increase in capital injected into the
company  to  acquire  Teleconnect.  This  quantity of shares to be issued to the
Majority Shareholders of Teleconnect in accordance with the Swap Agreement, will
be  increased  until  November  11'th  2003,  if by this date there is a capital
increase  to finance Teleconnect which dilutes their participation below the 12%
of  the  total  capital.

Included  in  the  5  Million shares are those shares which were to be issued in
exchange  for the conversion of debt of the Major Teleconnect Shareholders: Jean
Marc  Vuille,  COMPOSTELA  STIFTUNG, MULTIMEDIA SPORT PRODUCCIONES y CORPORACI"N
EUROLIGA.  This  debt  amounts  to  over 1,3M Euro.    Since it was important to
reach  this  agreement that the loans be converted to shares; the following will
be  the  share  split  of  the  5  million  shares:

2.   3  million shares  to be  split between all the ex Teleconnect shareholders
     in  an  amount  proportional  to  the percentages they owned in the company
 -   2 million shares to be distributed amongst the parties mentioned above that
     convert  the  1,3M  loan

These  5 million shares will no longer be a guarantee against hidden liabilities
and  will  be  delivered  with independence of whatever the Net Debt calculation
results  to  be.

SECOND.-  During  the month of October de Jean Marc Vuille, COMPOSTELA STIFTUNG,
MULTIMEDIA  SPORT  PRODUCCIONES  y  CORPORACI"N  EUROLIGA   will   convert   the
outstanding  debts  with Teleconnect (over 1,3M euros) into ITS Networks shares.

THIRD.-  The  ESCROW account will not be necessary from the point at which these
debts  are  converted  before  a  Notary.

ITS NETWORKS, in a period not to exceed 20 days from the time the conversions is
done  to  ITS  NETWORKS  shares,  will  deliver  to  each of the shareholders of
Teleconnect Certificates that confirm the number of shares that they are awarded

<PAGE>

in  virtue  of  the agreement; indicating the number of shares and their nominal
value.

FOURTH.- ITS NETWOKS INC delivers to Mr. Nicholas Bruemmer at the signing of the
present  agreement  the  sum  of  14.500  Euros (incl IVA) . This amount will be
settled  in  the form of Telephone calling cards ( facial value after applying a
30%  discount)  serving  this  as  payment.

FIFTH.-  Mr.  Nicholas  Bruemmer  assumes  all  the  debts  of  TELECONNECT
COMUNICACIONES  and  ITS  NETWOKS  have  with  the  following  people:

-  Jean  Marc  Vuille  (30.000  Euros,  excluding  the  conversi  n  debt/loan)
-  Anthony  Stevens/  City  Telecom  (35.000  Euro)
-  ROCA  JUNYENT  ABOGADOS  S.L.  (51.624  Euros)
-  OLACAPITAL  S.L.  (80.000  Euros)
-  Delayed  interest  payments  to  people  that  loaned  money  (50.000  Euros)

In  exchange,  Mr. Nicholas Bruemmer will receive during October 2003, shares of
ITS  NETWORKS  equivalent  to the value of the debt assumed divided by 0,46 used
per  share.

The  creditors  must  accept  the  change  of debt responsibility for this to be
effective.

SIXTH.-  ITS  NETWORKS  INC.  grants  Mr.  Nicholas  Bruemmer  an option for the
subscription  of shares in  ITS NETWORKS INC at 0,15 dollars per share under the
following  conditions:

-  Minimum  capital  contribution  is  500.000  Euros.
- This amount must be dis-embursed before the 45 natural days following the date
when  D.  Nicholas  Bruemmer  has  received  the  following  documentation  from
TELECONNECT:

     *  Balance  Sheet
     *  Details  of  Teleconnect's  debt  at  this  moment  in  time
     *  lawsuits  in  progress  as  web  as  tose  pending
     *  Sales  volume  from  product  sales
     *  Salaries  and  costs  of  the  company

In the case that D. Nicholas Bruemmer exercises his option and injects a minimum
500,000  euros  as  detailed, he will be entitled to convert the amount in point
FIFTH  above at 0,15 used and as such will be entitled to receive the balance of
shares  due.

In case these options are exercised, ITS NETWORKS will comply with the following
conditions:

-  Reserve two  positions  on  the  ITS  Networks  Board  of Directors under the
   conditions  in  the  SEVENTH  CLAUSE.

-  TELECONNECT  COMUNICACIONES will sign an external consulting contract with D.
   Nicholas  Bruemmer  (or  OLACAPITAL S.L)  and/or  Anthony Stevens   (or  City
   Telecom), for a  value of 5.000 Euros monthly for each of the persons and for

<PAGE>

   a period of 12 months.  They will dedicate a minimum of 10  working days  per
   month.

-  TELECONNECT  COMUNICACIONES  will  contract  the  legal  firm of ROCA JUNYENT
   ABOGADOS  S.L. as  external legal  counsel and  will use them for those legal
   issues where  they  can  add more value than  others.   Teleconnect  and  ITS
   Networks will continue to  work  with  its  present  external  legal  counsel

-  ITS  NETWORKS  INC  will  do  everything within its power to establish proper
   corporate  governance.

SEVENTH.- ITS NETWORKS INC reserves a Board of Directors position for the person
assigned  by  the  Majority  Shareholders  of TELECONNECT. In case, Don Nicholas
Bruemmer  exercises  his  right  to inject capital as stipulated in CLAUSE SIXTH
above,  he  will  be  entitled  to  another  Board  position.

The  Board  of Directors of ITS Networks will have a maximum of 5 Board members.
If  the  number  were to increase, Mr. Nicholas Bruemmer would have the right to
name  one  Board  member  for  every  two  named  by  ITS  networks.

EIGTH.-  The  present  agreements cancels any clause of the Private agreement or
its annexes that may be incompatible with this agreement; especially referred to
clause  1.5  in  relation to hidden liabilities and compensation and guarantees.
This  is  totally  annulled

NINTH.-  With  this  agreement,  the  Parties  agree  that  they  are completely
liquidated and relieved of any responsibility derived from the Private Agreement
and  renounce  any  judicial  or  legal  action  derived  from  the execution or
interpretation  of  the  Private  SWAP  Agreement.

Specifically,  Mr.  Nicholas  Bruemmer  commits  to  stopping  the  Process  of
Conciliation  746/2003  which has been started in the Court 1  Instancia n  2 of
Marbella.

This  contract  is  subject  to  the  approval  of the Board of Directors of ITS
Networks  which  need  to  ratify  the  agreement  within the three natural days
following  the  signing  of  the  present  agreement.

In  the case of any non-compliance by any of the parties, the other remains free
of  the  responsibility  in  the  first  paragraph  of  this  NINTH  clause.

TENTH.- With respect to the people represented by Jordi Belveh , it is necessary
their  written  consent  for  this  agreement  to  be ratified and enter effect.

ELEVENTH.-  Any  discrepancies in relation to the interpretation or execution of
this  agreement  will  be  resolved  in  the  Courts  in  Madrid.

In  proof  of  conformity,  the  parties  sign  in  triplicate:.

/s/  Gustavo  Gomez                      /s/  Herman  de  Haas
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Gustavo  Gomez                           Herman  de  Haas


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/s/  Nicholas  Bruemmer                  /s/  Jordi  Bellvehi
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Nicholas  Bruemmer                       Jordi  Bellveh