Exhibit 10.61

                                 Amendment No. 2
                                       to
                            Asset Purchase Agreement


This  Agreement  (this  "Agreement")  is dated as of March  15,  2002,  is among
Qorus.com, Inc., a Florida corporation ("Qorus"), TMT Holdings, Inc., a Delaware
corporation  and a wholly owned  subsidiary  of Qorus  ("TMT"),  Aelix,  Inc., a
Delaware corporation and a wholly owned subsidiary of Qorus ("Aelix"), and Avery
Communications,  Inc., a Delaware corporation  ("Avery"),  and is based upon the
mutual agreement of the parties as detailed below, and constitutes Amendment No.
1 to that certain Asset  Purchase  Agreement (the "Asset  Purchase  Agreement"),
dated as of May 29, 2001, among Qorus, TMT, and Aelix, as sellers, and Avery, as
buyer.  All defined terms used herein that are not defined herein are defined in
the Asset  Purchase  Agreement  and are used  herein  with the same  meanings as
ascribed to them therein.

WHEREAS,  Pursuant  to the Asset  Purchase  Agreement,  Avery  purchased  Qorus'
intelligent message communications service business (the "Business");

WHEREAS,  Avery is  obligated,  pursuant  to Section  2.1 of the Asset  Purchase
Agreement,  to pay Qorus 5% of the net income arising from the Business for five
years (the "royalty obligation");

WHEREAS,  Avery,  through its wholly owned subsidiary,  Thurston  Communications
Corporation, a Delaware corporation ("Thurston Communications"), is the owner of
record of (i)  3,010,000  shares  of Qorus'  common  stock and (ii)  options  to
purchase an  additional  1,066,500  shares of Qorus'  common stock at a price of
$0.01 each.

WHEREAS,  Qorus,  TMT,  Aelix  and Avery  desire  to amend  the  Asset  Purchase
Agreement to remove the royalty obligation; and

WHEREAS,  Qorus, TMT and Aelix are willing to amend the Asset Purchase Agreement
to remove the royalty  obligation in exchange for a cash payment from Avery, the
return  of  all  common   shares  of  Qorus   common  stock  owned  by  Thurston
Communications, and the cancellation of all unexercised options held by Avery or
Thurston communications to purchase common Qorus common stock.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency
of which are hereby  acknowledged,  the parties hereto,  intending to be legally
bound, agree as follows:

1.            The Asset Purchase Agreement  is hereby  amended to remove Section
              2.1 in its entirety therefrom.

2.            In consideration for amending the Asset Purchase Agreement,  Avery
              will pay to Qorus in  immediately  available  funds $100,000 cash;
              and will cause  Thurston  Communications  to transfer,  assign and
              convey to Qorus  contemporaneously  herewith  3,010,000  shares of
              Qorus common stock owned by Thurston Communications.

3.            Avery and Thurston communications agree to the cancellation of any
              and all  unexercised  options either of them may have been granted
              by Qorus at any time to purchase common shares of Qorus stock.

4.            Avery  represents that title to the Qorus common stock  referenced
              in Section 2 above and  options to  purchase  Qorus  common  stock
              referenced  in Section 3 above are  conveyed  free of all liens or
              other encumbrances.

5.            This  agreement  may  not  be  changed,  modified,  discharged  or
              terminated orally or in any manner,  other than by an agreement in
              writing  signed  by  the  parties   hereto  or  their   respective
              successors and assigns.

6.            If any  provision of this   Agreement is determined to be invalid,
              illegal or unenforceable,   such provision shall be ineffective to
              the extent of such  invalidity,   illegality or  unenforceability,
              without  invalidating  the  remainder   of such  provision  or the
              remaining provisions of this Agreement.

7.            This  Agreement  shall  be  binding  upon and  shall  inure to the
              benefit of the parties hereto and their respective  successors and
              assigns.  This  Agreement  shall be governed by and  construed  in
              accordance  with the  internal  substantive  laws of the  State of
              Delaware  without  giving  effect to conflict  of laws  principles
              thereof,  except if it is necessary in any other  jurisdiction  to
              have the law of such other jurisdiction govern this Agreement with
              respect to such matter.

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

Avery Communications, Inc.                Qorus.com, Inc.

By:      Patrick J. Haynes                           By: Thomas C. Ratchford
         Chief Executive Officer                         Chief Financial Officer


TMT Holdings, Inc.                                   Aelix    , Inc.

By:      Thomas C. Ratchford                         By: Thomas C. Ratchford
         Chief Financial Officer                     Chief Financial Officer