PRIVATE & CONFIDENTIAL


                             DATED : APRIL 28, 2005

                              TELECONNECT INC.          (1)

                                       AND

                        Geeris Holding Nederland B.V    (2)


                              BRIDGE LOAN AGREEMENT


                         ENGLISH VERSION UNDER DUTCH LAW

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THIS AGREEMENT is dated April 28, 2004 and is made BETWEEN:

(1)    Teleconnect Inc., incorporated under the laws of Florida, United States
       of America, having its registered office at 1200 South Pine Island Road,
       Plantation, Florida 33324 (hereinafter "TLCO") and represented in this
       act by Gustavo Gomez, President of the Company and with contact address
       Parque Tecnologico de Andalucia (PTA), Edif. Estepona. Malaga Business
       Park 2, C/ Severo Ochoa, n(0) 16-20, 1(a), Campanillas, Malaga, 28590,

(2)    Geeris Holding Nederland B.V., incorporated under the laws of Holand, and
       having registered offices at Helvoirtseweg 146, Postbus 317, 5260 AH
       Vught The Netherlands, (HEREINAFTER GEERIS") and represented in this act
       by Mr Leonardus R.M. Geeris of age, married, of Dutch nationality with
       passport number N70986464 and domiciled at Zandpad 29, 3601 NA Maarsen
       The Netherlands

WHEREAS

(A)    TLCO is in an expansion phase for which it needs approximately 1,8
       million euros

(B)    The Parties have reached an agreement to help provide a bridge loan until
       the necessary funds arrive to fund the expansion of TLCO.

(C)    Such Bridge financing is the subject of this agreement and will be
       effected through GEERIS lending to the Company in the form of a short
       term bridge loan for an amount of EUR 60,000 on the terms as set out
       herein;

NOW IT IS HEREBY AGREED as follows:

1      CONDITIONS OF CASH INJECTION

       On the date hereof, the parties will enter into the Bridge Loan Agreement
       based upon which GEERIS will provide a cash injection of EUR 60,000 on
       April 28, 2005 directly to the Company's Spanish Bank Account in Madrid
       for which GEERIS will receive 1,000,000 shares:

                Beneficiary:  ITS NETWORKS INC.
                Bank name:    BBVA EMPRESAS
                              C/ Serrano 32, Madrid
                              28001 Madrid Spain
                              Tel:  0034 91 432 0255
                Contact at BBVA:  DAVID PEREZ MARTIN

                SWIFT:   BBVAESMMXXX
                IBAN:    ES02 0182 5516 04 0291502673


           This bridge loan is provided until June 30th, 2005 at which time
           should GEERIS wish to receive its funds but TLCO cannot pay back this
           amount, TLCO will provide compensation to GEERIS of an additional
           1,000,000 shares on top of the 1,000,000 which it will have received
           at the time of providing the funds. TLCO will still owe GEERIS the
           sum of 60,000 euros which will be paid back as soon as possible
           thereafter.

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2      ITS NETWORKS COMMON SHARES

       Immediately upon transferring the funds, GEERIS will receive 1,000,000
       shares of TLCO as compensation for providing the EUR 60,000 bridge loan.

3      CONFIDENTIALITY

       Each of the Parties or any of its directors or officers shall not divulge
       or communicate to any person or persons, except to those of the officials
       of TLCO whose province it is to know the same, any secret or confidential
       information which it may receive or obtain in relation to the affairs of
       TLCO and shall not use for its own purposes nor for any purposes other
       than those of TLCO any information or knowledge of a confidential nature
       which it may from time to time acquire in relation to TLCO.

4      TERMINATION

       This Agreement shall be subject to termination by either party by summary
       notice in writing if the other party shall have committed any serious
       breach or continued (after warning) any material breach of its
       obligations hereunder. Termination of this Agreement shall be without
       prejudice to any rights which have accrued at the time of termination
       (all of which shall remain in full force and effect).

5      NOTICES

5.1    Any notice required to be given hereunder shall be deemed duly served if
       sent by registered or recorded delivery post to the registered office of
       TLCO in Spain;

           c/o Teleconnect Inc., Parque Tecnologico de Andalucia (PTA)
    Edif. Estepona. Malaga Business Park 2, C/ Severo Ochoa, n(0) 16-20, 1(a)
                           Campanillas, Malaga, 28590

       or to the addresses of the affected parties listed on the first page of
       this agreement. Any such notice shall be deemed to be served at the time
       when the same is left at the address of the party to be served and if
       served by post on the day (not being a Sunday or public holiday) next
       following the day of posting.

6      CHOICE OF LAW, SUBMISSION TO JURISDICTION

       This Agreement shall be governed by and interpreted in accordance with
       the laws of Holland. The parties hereby submit to the exclusive
       jurisdiction of the courts of Amsterdam, The Netherlands.

IN WITNESS whereof this Agreement has been executed today, April 28, 2005

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SIGNED by Gustavo Gomez                                                SIGNED by Mr Leo Geeris

(for and on behalf of ITS NETWORKS INC)             (for and on behalf of GEERIS HOLDING NEDERLAND B.V.)


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