TELEPLUS ENTERPRISES INC
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>v048699_ex10-1.txt
<TEXT>

Exhibit 10.1

                   SHARE PURCHASE AGREEMENT AMENDING AGREEMENT

THIS SHARE  PURCHASE  AGREEMENT  AMENDING  AGREEMENT is made as of the 16 day of
December, 2005

AMONG:
                  STEVE KEREKES
                  MELANIE KEREKES
                  JIM OATTES
                  GRACE DEBRABANDERE
                  JIM REDDON
                  MONICA REDDON
                  TOM DAVIS
                  JANE DAVIS

                  (collectively, the "Vendors")

                  - and -

                  TELEPLUS ENTERPRISES INC.

                  (the "Purchaser")

                  - and -

                  TELEPLUS CONNECT CORP.

                  (the "Corporation")

WHEREAS  pursuant to a share purchase  agreement made as of March 28, 2004 among
the Purchaser, the Vendors and the Corporation (the "Share Purchase Agreement"),
the Purchaser  purchased all of the issued and outstanding  common shares in the
capital of the Corporation on the terms and conditions contained therein;

AND WHEREAS the Purchaser and the Vendors now wish to amend certain of the terms
and  conditions  of the  Agreement,  and have agreed to enter into this amending
agreement to give effect to such amendments.

NOW THEREFORE in  consideration  of the mutual  covenants and agreements  herein
contained, it is agreed between the Parties as follows:

                                  ARTICLE 1 -
                                 INTERPRETATION

1.1   Governing Law

This amending  agreement  shall be governed by and  interpreted  and enforced in
accordance  with the laws of the  Province  of  Ontario  and the laws of  Canada
applicable therein.

<PAGE>

1.2   Arbitration

All  disputes  in  connection  with or arising out of the  existence,  validity,
construction,  interpretation,  performance  payments,  and  termination of this
amending agreement (or any terms hereof), which the Parties hereto are unable to
resolve  between  themselves,  whether in law or in equity,  shall be settled by
arbitration  in  accordance  with the  provisions  of  Article  11 of the  Share
Purchase Agreement.

1.3   Interpretation Not Affected by Headings

The division of this amending agreement into articles, sections, subsections and
other  subdivisions  and  the  insertion  of  headings  are for  convenience  of
reference only and shall not affect the construction or  interpretation  of this
amending agreement.

1.4   Severability

Each of the  provisions  contained  in this  amending  agreement is distinct and
severable  and a  declaration  of  invalidity  or  unenforceability  of any such
provision or part thereof by a court of competent  jurisdiction shall not affect
the validity or enforceability of any other provision hereof.

1.5   Currency

All references in the Share Purchase  Agreement,  this amending agreement or any
Ancillary Agreement to dollars,  unless otherwise  specifically  indicated,  are
expressed in Canadian currency.

1.6   Inclusion

Where the word "including" or "includes" is used in this amending agreement,  it
shall mean "including (or includes) without limitation".

1.7   Accounting Terms

All accounting terms not specifically  defined in this amending  agreement shall
be construed in accordance with GAAP.

                                  ARTICLE 2 -
                             AMENDMENTS TO AGREEMENT

2.1   Amendments to Share Purchase Agreement

The  Parties  agree  that the Share  Purchase  Agreement  is hereby  amended  as
follows:

(a)   The  following  definitions  shall  be  added  before  the  definition  of
      "Affiliate" in Section 1.01 of the Share Purchase Agreement:

            ""Adjusted  EBITDA"  means  the  sum  of:  (i)  the  EBITDA  of  the
            Corporation not attributed to the Telizon  Business;  and (ii) sixty
            percent (60%) of the EBITDA attributed to the Telizon Business,  for
            the first $200,000 of the EBITDA of the Telizon  Business  following
            the  acquisition of Telizon Inc. by the  Corporation and 100% of the
            EBITDA attributed to the Telizon Business exceeding $200,000;".


                                       2
<PAGE>

(b)   The  definition  of  "Agreement"  set forth in  Section  1.01 of the Share
      Purchase Agreement shall be deleted and replaced with the following:

            ""Agreement" means the Share Purchase Agreement,  as amended by that
            certain  amendment  agreement made as of December 16, 2005 among the
            Purchaser,  the Vendors and the  Corporation  and all  schedules and
            instruments in amendment or confirmation of it;  "hereof",  "hereto"
            and  "hereunder"  and  similar  expressions  mean and  refer to this
            Agreement and not to any particular Article, Section,  Subsection or
            other  subdivision;  "Article",  "Section",  "Subsection"  or  other
            subdivision of this Agreement  followed by a number means and refers
            to the specified Article,  Section,  Subsection or other subdivision
            of this Agreement;".

(c)   The definition of "Distributable  Net Income" set forth in Section 1.01 of
      the Share  Purchase  Agreement  shall be  deleted  and  replaced  with the
      following:

            ""Distributable  Net Income" means: eighty per cent (80%) of the sum
            of net income of the Corporation plus depreciation and amortization;
            less a reasonable  allowance for future capital  requirements of the
            Corporation  including  all payments of  consideration  for existing
            acquisitions  but  excluding  from  deduction  for the  purposes  of
            calculating such Distributable Net Income, the following items:

            (i) all intercorporate fees, charges, payments or other costs of any
            nature  levied,  accrued or  otherwise  charged in any manner by the
            Purchaser or any of its Affiliates

            (ii) the lump sum  payments  due on July 1, 2006 and July 1, 2007 in
            connection with the purchase of Telizon Inc.

(d)   The definition of "EBITDA" set forth in Section 1.01 of the Share Purchase
      Agreement shall be deleted and replaced with the following:

                  ""EBITDA" means earnings before interest,  taxes, depreciation
      and  amortization,  all in  accordance  with Canadian  generally  accepted
      accounting  principles  (including,  for the purposes of calculating  such
      EBITDA,  all  revenue  items  including  penalties  and  interest  on late
      payments but excluding all intercorporate fees, charges, payments or other
      costs of any nature levied,  accrued or otherwise charged in any manner by
      the Purchaser or any of its  Affiliates to the  Corporation  or any of its
      Affiliates);".

(e)   The following  definition  shall be added after the definition of "Tax" in
      Section 1.03 of the Share Purchase Agreement:

                  ""Telizon  Business" means the business  carried on by Telizon
      Inc.;".

(f)   Section 2.02 of the Share Purchase Agreement shall be deleted and replaced
      with the following paragraph:


                                       3
<PAGE>

                  "The consideration payable by the Purchaser to the Vendors for
      the Purchased Shares shall be up to $20,800,000 and shall be allocated and
      paid as set forth in Section 2.03. The Vendors  acknowledge and agree that
      the  Purchaser may satisfy all or a portion of the  consideration  for the
      Purchased Shares by issuing shares of the Purchaser's  common stock to the
      Vendors,  in which  event the  Vendors  hereby  irrevocably,  jointly  and
      severally,  authorize  and direct the Purchaser to sell said shares in the
      public market, and provided in any event that said shares shall be sold by
      the Purchaser and provided further that, after giving effect to such sale,
      the  Purchaser  shall have paid to the Vendors an aggregate  amount not to
      exceed  $20,800,000 in cash as set forth in Section 2.03. In order to give
      effect to the  foregoing,  the Vendors  authorize the Purchaser to deliver
      any such  shares to a broker to be  chosen  by the  Purchaser  at its sole
      discretion.  For all shares held by the aforementioned  broker, the broker
      shall act only upon the  direction of the  Purchaser.  The Vendors  hereby
      irrevocably, jointly and severally, authorize and direct the Purchaser, at
      the Purchaser's sole discretion,  to instruct the aforementioned broker in
      connection  with all  actions  to be taken with  respect to the  deposited
      shares. For greater certainty, the Purchaser may direct the aforementioned
      broker  as to the time and  manner  in which to sell any of the  deposited
      shares in the public  market,  at which time the  proceeds of sale will be
      remitted to the Vendors. For greater certainty, the Purchaser's obligation
      is to pay the  consideration  for the  Purchased  Shares to the Vendors in
      cash and the Purchaser  acknowledges  that in the event that it chooses to
      satisfy a portion of such consideration through the issuance and resale of
      shares as  hereinbefore  provided,  the  Purchaser's  payment  obligations
      hereunder  shall  survive  until  the  Purchaser  shall  have  paid to the
      Vendors,  in cash,  the amounts as  determined  under the terms of Section
      2.03".

(d)   Section 2.03 of the Share Purchase Agreement shall be deleted and replaced
      with the following paragraphs:

            "The  consideration  payable to the Vendors for the Purchased Shares
            shall be allocated,  paid and satisfied by payment to the Vendors by
            the Purchaser of an amount  payable upon the  Corporation  achieving
            each  $25,000  increment  in monthly  Adjusted  EBITDA  (an  "EBITDA
            Target")  until the earlier  of: (a) the  Corporation  has  achieved
            $400,000 in monthly  Adjusted  EBITDA;  or (b) 51 months have passed
            from the date of the Share  Purchase  Agreement.  The amount payable
            (the  "Purchase  Price  Instalment  Payment")  upon the  Corporation
            achieving   each  EBITDA  Target  shall  be   $1,300,000,   as  more
            particularly  illustrated  in Schedule  2.03.  In the event that the
            Purchase Price  Instalment  Payment based on monthly Adjusted EBITDA
            of $400,000  has not been  earned by the  Vendors  prior to the date
            which is 51 months from the Closing Date, the Purchaser shall pay to
            the  Vendors a pro rated  portion of any  balance  of  consideration
            payable,  if any, based on the monthly  Adjusted EBITDA for the 51st
            month following the Closing Date.

            Each Purchase  Price  Instalment  Payment  payable  pursuant to this
            Section 2.03 shall be paid as follows:

            (iii) a  minimum  of thirty  per cent  (30%) of the  Purchase  Price
                  Instalment  Payment  shall be paid to the Vendors on or before
                  the date which is fifteen (15) calendar days following the end
                  of the month in which any EBITDA Target is satisfied; and

            (iv)  the  balance  of  the  applicable  Purchase  Price  Instalment
                  Payment  shall be paid  within six (6) months  from the end of
                  the month in which any EBITDA Target is satisfied.

            The Purchaser  hereby  covenants and agrees to cause the Corporation
            to satisfy any  shortfall in the amounts due under  paragraphs  2.03
            (i) and 2.03(ii) by making monthly  distributions to the Vendors out
            of the Distributable Net Income of the Corporation. In the event the
            amounts due under the foregoing  paragraphs 2.03(i) and 2.03(ii) are
            not paid and received by the Vendors when due, interest shall accrue
            and be  payable  monthly at a rate of six per cent (6%) per annum on
            the overdue amount(s).


                                       4
<PAGE>

                  If  during  the  first 6 months  of any  payment  period  of a
      Purchase  Price  Instalment  Payment  the average  Adjusted  EBITDA of the
      Corporation  for  such 6  months  falls  below  70% of the  EBITDA  Target
      associated  with such Purchase  Price  Instalment  Payment,  the amount of
      consideration  payable  applicable  to such period shall be adjusted to be
      such amount  multiplied by the  percentage  of the Adjusted  EBITDA Target
      achieved on average.".

(e)   Schedule 2.03 to the Agreement shall be deleted and replaced with Schedule
      2.03 attached hereto.

(f)   Section 2.04 of the Share Purchase Agreement shall be deleted and replaced
      with the following:

      "The  Purchaser and the Vendors have agreed to the financing  contribution
      schedule set forth in Schedule 2.04(a).  The Purchaser hereby agrees,  and
      shall be  required,  to provide  financing  to the  Corporation  following
      Closing in accordance  with such  financing  contribution  schedule,  to a
      maximum  amount of  $8,343,000,  to be  contributed by up to $3,921,500 in
      shares  of the  Purchaser  and the  balance  in  cash,  provided  that the
      Corporation  has at all times  achieved and  maintained 70% or more of the
      then applicable Adjusted EBITDA Target as set out in Schedule 2.04(b). For
      greater certainty,  in the event that the Corporation's Adjusted EBITDA is
      at any time less than 70% of the then applicable Adjusted EBITDA Target as
      set out in Schedule  2.04(b),  the  Purchaser  will have no  obligation to
      provide the  Corporation  with financing as required under this Agreement.
      The Corporation shall have a 90 day period in which to cure any failure to
      achieve and maintain 70% or more of the then  applicable  Adjusted  EBITDA
      target  and,  in the event  that the  Corporation  cures  such  failure to
      thereafter  achieve  and  maintain  70% or  more  of the  then  applicable
      Adjusted  EBITDA target during such time,  the  Purchaser's  obligation to
      provide  financing to the Corporation in accordance with Schedule  2.04(a)
      shall be renewed."

(g)   Schedule  2.04(b) to the Share  Purchase  Agreement  shall be deleted  and
      replaced with Schedule 2.04(b) attached hereto.

      2.3   All Other Provisions Unchanged

Except for the changes  expressly  made by this  amending  agreement,  all other
provisions  of the Share  Purchase  Agreement  shall remain and continue to have
full force and effect as set forth therein.

                                  ARTICLE 3 -
                      SECURITY CONTINUING AND NOT AFFECTED

3.1   Guarantee

The Corporation hereby confirms that the guarantees of the Corporation under the
terms  of the  guarantee  agreement  made as of the  11th of May,  2005,  by the
Corporation in favour of the Vendors shall remain in full force and effect.  For
greater  certainty,  the Corporation  hereby guarantees to the Vendors and their
successors and assigns,  forthwith upon demand,  prompt and complete  payment of
amounts  arising in connection  with or pursuant to Sections 2.03, 2.04 and 2.05
of the Agreement.


                                       5
<PAGE>

3.2   General Security Agreement

The  Corporation  hereby  confirms  that the security  interests  created on its
assets pursuant to a general security  agreement made as of the 11th day of May,
2005, by the Corporation in favour of the Vendors shall remain in full force and
effect.  For greater  certainty,  the security  interests  thereby created shall
secure the performance by the Corporation of its obligation  under the guarantee
agreement to which  reference is made in Section 3.1 to pay all amounts  arising
from the  Purchaser  to the Vendors in  connection  with or pursuant to Sections
2.03, 2.04 and 2.05 of the Agreement.

3.3   Share Pledge Agreement

The  Purchaser  hereby  confirms  that the  security  interests  created  on the
Purchased  Shares pursuant to a share pledge agreement dated as of May 11, 2005,
by the Purchaser in favour of the Vendors shall remain in full force and effect.
For greater  certainty,  the security interests thereby created shall secure the
payment by the Purchaser of all amounts  arising in connection  with or pursuant
to Sections 2.03, 2.04 and 2.05 of the Agreement.

3.4   Further Acts

The  Purchaser  and the  Corporation  hereby  undertake  to do all such acts and
things  and  execute  and  deliver  such  deeds,   transfers,   assignments  and
instruments  as the Purchasers  may  reasonably  require in connection  with the
preservation of the guarantees and security interests to which reference is made
in this Article 3.

                                  ARTICLE 4 -
                                     GENERAL

4.1   Entire Agreement

The Share  Purchase  Agreement  and this  amending  agreement  together with the
Ancillary  Agreements  constitute  the  entire  agreement  between  the  Parties
pertaining  to the subject  matter  thereof and hereof and  supersede  all prior
agreements,  understandings,  negotiations  and  discussions,  whether  oral  or
written, of the Parties. There are no representations, warranties, conditions or
other  agreements,  express or  implied,  statutory  or  otherwise,  between the
Parties in connection  with the subject matter of the Share Purchase  Agreement,
the Ancillary Agreements and this amending agreement, except as specifically set
forth therein and herein. If there is any conflict between the provisions of the
Share Purchase Agreement and this amending  agreement,  on the one hand, and the
provisions of any Ancillary Agreement,  on the other hand, the provisions of the
Share Purchase Agreement and this amending agreement shall govern.

4.2   Amendments to Ancillary Agreements

The Parties covenant and agree to make the necessary amendments to any Ancillary
Agreements as required to give effect to the  amendments  to the Share  Purchase
Agreement made pursuant to this amending agreement.

4.3   Amendments

The  Share  Purchase  Agreement,  this  amending  agreement  and  any  Ancillary
Agreement may only be amended,  modified or supplemented by a written  agreement
signed by all of the parties to such agreement


                                       6
<PAGE>

4.4   Waiver

No  waiver  of any of the  provisions  of the  Share  Purchase  Agreement,  this
amending  agreement or any Ancillary  Agreement  shall be deemed to constitute a
waiver of any other  provision  (whether or not similar),  nor shall such waiver
constitute a waiver or continuing waiver unless otherwise  expressly provided in
writing duly executed by the party to be bound thereby.

4.5   Counterparts.

This amending agreement may be executed in counterparts,  each of which,  either
in original or facsimile  form,  shall  constitute  an original and all of which
taken together shall constitute one and the same instrument.

IN WITNESS  WHEREOF this amending  agreement has been executed by the Parties as
of the date first above written.

TELEPLUS ENTERPRISES INC.

Per: /s/ Marius Silvasan
     ---------------------------
     Authorized Signing Officer


                                            /s/ Steve Kerekes
-----------------------------------         ------------------------------------
Witness:                                    Steve Kerekes


                                            /s/ Jim Oattes
-----------------------------------         ------------------------------------
Witness:                                    Jim Oattes


                                            /s/ Jim Reddon
-----------------------------------         ------------------------------------
Witness:                                    Jim Reddon


                                            /s/ Melanie Kerekes
-----------------------------------         ------------------------------------
Witness:                                    Melanie Kerekes


                                            /s/ Grace Debrabandere
-----------------------------------         ------------------------------------
Witness:                                    Grace Debrabandere


                                            /s/ Monica Reddon
-----------------------------------         ------------------------------------
Witness:                                    Monica Reddon


                                            /s/ Tom Davis
-----------------------------------         ------------------------------------
Witness:                                    Tom Davis


                                            /s/ Jane Davis
-----------------------------------         ------------------------------------
Witness:                                    Jane Davis


TELEPLUS CONNECT CORP.

Per: /s/ Tom Davis
     ---------------------------
     Authorized Signing Officer


                                       7
<PAGE>

                                  SCHEDULE 2.03

                            PAYMENT OF CONSIDERATION

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------------------
       Adjusted EBITDA                             Formula                       Purchase Price Installment Payment
----------------------------------------------------------------------------------------------------------------------
<S>                                   <C>                                                    <C>
           $25,000                          $25,000 x 12 x 4.3333                            $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $50,000                     $(50,000 - 25,000) x 12 x 4.3333                      $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $75,000                     $(75,000 - 50,000) x 12 x 4.3333                      $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $100,000                   $(100,000 - 75,000) x 12 x 4.3333                      $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $125,000                   $(125,000 - 100,000) x 12 x 4.3333                     $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $150,000                   $(150,000 - 125,000) x 12 x 4.3333                     $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $175,000                   $(175,000 - 150,000) x 12 x 4.3333                     $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $200,000                   $(200,000 - 175,000) x 12 x 4.3333                     $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $225,000                   $(225,000 - 200,000) x 12 x 4.3333                     $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $250,000                   $(250,000 - 225,000) x 12 x 4.3333                     $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $275,000                   $(275,000 - 250,000) x 12 x 4.3333                     $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $300,000                   $(300,000 - 275,000) x 12 x 4.3333                     $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $325,000                   $(325,000 - 300,000) x 12 x 4.3333                     $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $350,000                   $(350,000 - 325,000) x 12 x 4.3333                     $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $375,000                   $(375,000 - 350,000) x 12 x 4.3333                     $1,300,000
----------------------------------------------------------------------------------------------------------------------
           $400,000                   $(400,000 - 375,000) x 12 x 4.3333                     $1,300,000
----------------------------------------------------------------------------------------------------------------------
            TOTAL                                                                            $20,800,000
----------------------------------------------------------------------------------------------------------------------
</TABLE>


                                       8
<PAGE>

                                SCHEDULE 2.04(b)

                            PAYMENT OF CONSIDERATION

                FINANCING CONTRIBUTION - ADJUSTED EBITDA TARGETS

The Adjusted  EBITDA  Targets for the purposes of  determining  the  Purchaser's
obligations  to provide  financing to the  Corporation  in  accordance  with the
provisions of this Agreement are as follows:

                   Month Following                     Adjusted EBITDA Target
                   the Closing Date                           ($000's)
                   ----------------                    ----------------------

                           1                                     n/a
                           2                                     n/a
                           3                                     n/a
                           4                                     n/a
                           5                                     n/a
                           6                                     n/a
                           7                                     n/a
                           8                                     n/a
                           9                                     $35
                          10                                     $51
                          11                                     $55
                          12                                     $70
                          13                                     $71
                          14                                     $75
                          15                                    $116
                          16                                    $119
                          17                                    $121
                          18                                    $146
                          19                                    $166
                          20                                    $169
                          21                                    $172
                          22                                    $230
                          23                                    $238
                          24                                    $244
                          25                                    $302
                          26                                    $310
                          27                                    $308
                          28                                    $308
                          29                                    $293
                          30                                    $292
                          31                                    $316
                          32                                    $315
                          33                                    $316
                          34                                    $400
                          35                                    $400
                          36                                    $400
                          37                                    $400
                          38                                    $400
                          39                                    $400
                          40                                    $400
                          41                                    $400
                          42                                    $400
                          43                                    $400
                          44                                    $400
                          45                                    $400
                          46                                    $400
                          47                                    $400
                          48                                    $400


                                       9
</TEXT>
</DOCUMENT>
