In Malaga, on the 23 of February of 2006

                                    REUNITED

ON ONE SIDE,

Mr.  Gustavo  Gomez  Sanchez,  of age,  of Spanish  nationality,  married,  with
domicile at c/ Rio Tambre,  8, Boadilla del Monte,  28669  (Madrid) and National
Identity Number 14301513-K, in valid period.

AND ON THE OTHER SIDE,

Mr. Walter Herman Cornelis de Haas, of age, of Dutch nationality,  married, with
domicile  at  Carretera  nacional de Cadiz  N-340,  Urbanizacion  El  Campanario
(Km-168),   Villa  n(0)  5,  29680  -  Estepona   (Malaga)   and  with   Foreign
Identification  Number N.I.E.  X-5198936-Q,  in valid period  (hereinafter,  the
"PROFESSIONAL").

                                    INTERVENE

The first in name and representation of TELECONNECT, INC. (previously called ITS
NETWORKS INC.),  American  company,  legally  constituted  under the laws of the
United States of America and Registered with number P98000098356, in his role as
President and CEO of this American Company (hereinafter, the "COMPANY").

It is stated and noted that the COMPANY operates in Spain through its Subsidiary
TELECONNECT COMUNICACIONES,  S.A., company set up with public deed issued by the
following notary in Madrid,  Spain,  Notario de Madrid, D. Rafael  Martin-Forero
Lorente, on December 3, 1998, and inscribed in the Chamber of Commerce of Madrid
Volume 14088,  Chapter 18, Sheet  M-231428,  and with Fiscal ID number  (C.I.F.)
82192097 (hereinafter, the "SUBSIDIARY").

The second party in his own name and right and in  representation  of SHAREWORKS
ESPANA,  S.L.,  company  registered  in the Chamber of Commerce of Malaga Volume
3.280,  Chapter 2.193,  Sheet 213, Section 8(a), Page MA-62.556,  inscription 1,
with  domicile  at  c/  Helsinki,   s/n,   Palmeras  del  Golf  M-PB-2,   29630,
Benalmadena-Costa  (Malaga)  and  with  fiscal  ID  number  (C.I.F.)  B-92434760
(hereinafter, the "Contrator") in his function as sole administrator.

Hereinafter,  the Company, the Professional,  and the Contractor will be jointly
referred to as the "PARTIES".

                                    MANIFEST

I.    That the  Company,  the  Professional  and the  Contractor  formalized  on
      October 29, 2004 a SERVICE CONTRACT ("MANAGEMENT  AGREEMENT") which had as
      objective the  rendering of services to the Company and its  Subsidiary by
      the Contractor and the  Professional.  The  Professional  would occupy the
      position of Executive Vice President of the company and Sole Administrator
      of the  Subsidiary  and  for  which  execution  was  also  contracted  the
      Contractor (hereinafter, the "CONTRACT").


<PAGE>

II.   That the  Contract  was  established  with an  undefined  service  period,
      without  prejudice of the rights of the Parties to cancel the agreement by
      mutual  consent  or to  cancel  the  contract  unilaterally  based  on any
      specific point in the Fourth Clause of said Contract.

III.  That, by this document,  the Parties,  mutually and reciprocally recognize
      their  sufficient legal capacity,  by their free and spontaneous  will, by
      mutual  agreement  and in with  respect  to the  Contract,  DECLARE  THEIR
      MANIFESTED  AND  UNCONTESTABLE  WILL to terminate and conclude as resolved
      the Contract effective as of today's date, and to this effect the Parties:

                                      AGREE

FIRST.-

The Parties  DECLARE THEIR  MANIFESTED AND  UNCONTESTABLE  WILL to terminate and
conclude as resolved the Contract  effective  as of today's  date,  February 23,
2006 and to this effect AGREE TO TERMINATE  AND CONCLUDE the Contract  effective
as of today's date , February 23, 2006.

SECOND.-

The Parties agree that the termination of the Contract  implies the cancellation
of the obligations  that correspond to each Party in accordance with that agreed
in said Contract.

THIRD.-

The Parties  recognize  that there is no need of advanced  notice and agree that
any  action  or  obligation  with  respect  to this  point  has been  satisfied.
Similarly,  neither  Party is entitled to any  indemnity  or  compensation  as a
consequence of the  extinction of the Contract,  nor does there exist any right,
condition,  or advantage that could be maintained  after the said  extinction of
the Contract.

FOURTH.-

The Professional declares that he has received from the Company,  simultaneously
with the signing of this agreement,  three promissory notes dated March 1, 2006,
March 15, 2006,  and March 31, 2006  equivalent  to a value of FIFTEEN  THOUSAND
(15.000)  Euros  each  under the  concept  of back pay due to  himself or to the
Contractor  and as  compensation  for the repurchase of shares of the Company of
which he himself  and/or the  Contractor  have title to. The Parties  agree that
these promissory  notes cancel any type of economic or monetary  obligation that
the Company could have or owe the Contractor or the Professional, the latter and
the former not having the possibility to claim any type of economic compensation
from the Company.

FIFTH.-

The Contractor and the Professional commit to not compete with the Company,  its
Subsidiary, or other associated subsidiaries or companies in the geographic area
of Spain and  Portugal,  be it  direct  or  indirect  competition  or  rendering
services to companies  or entities  whose  activity  could be  considered  to be
competitive to the Company, its Subsidiary,  or other associated subsidiaries or
companies;  including the approaching  clients of the Company and its Subsidiary
with the intent to deviate business. This commitment is agreed by the Contractor
and the  Professional  for a period  of two years  from the date of this  signed
agreement.


<PAGE>

A breach of this  obligation  by the  Professional  and/or the  Contractor  will
entitle the Company to and indemnity of 100,000  Euros paid by the  Professional
and/or the  Contractor  without  excluding the indemnity the Company could claim
for loss of business or other damage experienced by those actions.

SIXTH.-

The  Contractor  and the  Professional  commit to not  reveal  to any  person or
entity, even after the termination of the Contract, any information referring to
the  business,  clients,  operations,  installations,   accounts,  of  finances,
processes,  methods,  transactions,  know-how or any other aspect related to the
activities of the Company, its Subsidiary, other subsidiaries, or any associated
company,  that the Contractor or Professional  could now or has had knowledge of
due to the services rendered to the Company, its Subsidiary,  other subsidiaries
or other associated companies,  and will act with extreme diligence to avoid the
publication  or  revelation  of any  confidential  information  related  to this
subject matter.

SEVENTH.-

Both Parties  agree to present this  agreement  before a Notary  within the next
two-week period.

EIGHT.-

The Company  commits to not present any economic  claim to the  professional  in
relation  to  the  said   Contract   without   including   the  possible   legal
responsibilities that could correspond to the professional in the process of the
execution of his services as Sole Administrator of the Subsidiary;  to which the
Company cannot renounce by imposition of law.

AS PROOF OF CONFORMITY  with all that precedes,  the Parties sign this document,
three copies with one sole effect, at the place and date indicated at the top of
the first page.

TELECONNECT INC.

/s/ D. GUSTAVO GOMEZ SANCHEZ               /s/ D. WALTER HERMAN CORNELIS DE HAAS
----------------------------------         -------------------------------------
D. GUSTAVO GOMEZ SANCHEZ                   D. WALTER HERMAN CORNELIS DE HAAS


SHAREWORKS ESPANA, S.L.

/s/ D. WALTER HERMAN CORNELIS DE HAAS
-------------------------------------
D. WALTER HERMAN CORNELIS DE HAAS