<page>
Exhibit 10.1
AGREEMENT OF TERMINATION OF THE
MANAGEMENT AGREEMENT DATED 29Th OCTOBER,
2004
This Agreement is made in Marbella (Malaga), on the 31st July,
2007
BETWEEN:
ON THE FIRST PART:
Mr. Leo Geeris, of legal age, of Dutch nationality, married,
domiciled in the
Netherlands, at Zandpad 29, 3601 NA Maarsen, holder of passport
number
N70988464, currently valid.
AND OF THE OTHER PART:
Mr. Gustavo Gomez Sanchez, of legal age, of Spanish nationality,
married,
domiciled in Boadilla del Monte-Madrid (Spain), Rio Tambre, 8,
street, 28669,
holder of Fiscal Identity Number (DNVNIF) 14.301.513-K, currently
valid
(hereinafter, the "Professional").
INTERVENE:
Mr. Leo Geeris acts:
1.- In his own name and right; and
2.- as a majority shareholder and member of the Board of Directors
of
TELECONNECT, INC. (previously named "ITS NETWORKS INC."), an
american
company, incorporated and existing under the laws of USA and
registered
in the Commercial Registry under the number P9800CH098356
(hereinafter,
the "Company").
<page>
Hereinafter. Mr. Leo Geeris, the Company, the Professional and
the
Contractor referred together to as the "Parties".
The Parties mutually recognize the necessary legal capacity for
the
execution
of this AGREEMENT ABOUT TERMINATION OF THE MANAGEMENT
AGREEMENT (hereinafter, the "Agreement about the termination")
and,
MANIFEST:
I. That the Company operates in Spain through its Subsidiary
"TELECONNECT
COMUMCACIONES, S.A.", a company incorporated and existing under the
laws of
Spain, according the public deed granted by Notary of Madrid
(Spain), Mr. Rafael
Martin-Forero Lorente, on December 3, 1998, and inscribed in the
Commercial
Registry of Madrid, Volume 14.088, Chapter 18, Sheet M231.428, and
with Tax
Identification Code number A82192097 (hereinafter, the
'Subsidiary").
II.- That the Professional is proprietor of four million
(4.000.000) the
Company's shares. Moreover, the Professional is the Company's
President and the
Subsidiary's legally appointed representative.
III.- That the Company and the Contractor entered into on 29th
October, 2004,
a MANAGEMENT AGREEMENT (hereinafter referred to as the "Agreement",
which
scope was the provision of services from the Contractor in favor of
the Company
and the Company's subsidiaries.
IV.- That the mentioned Agreement was signed with an undefined
service period,
without prejudice to cancel the Agreement by the Parties mutual
consent or to
cancel the Agreement unilaterally according to the any specific
causes
established in the Agreement's Fourth Stipulation
V.- That the Company and the Contractor wish to terminate and
resolve the
Agreement, with effects from November lst, 2007, and to this effect
the Parties:
DECLARE:
FIRST.-
The Company and the Contractor mutually agree to terminate and
conclude the
Agreement. This termination will be effective as of November 1st,
2007. From
that date, the Agreement will be totally extinguished and the
Contractor and the
Professional will have no relations (neither commercial nor labour)
with the
Company and the Subsidiary.
<page>
SECOND.-
The Company and the Contractor agree that the Contractor will
continue to
provide its services to the Company and/or to the Subsidiary,
through the
Professional until October. 31ST, 2007. So, the Company and the
Contractor
recognize that there is no obligation of a prior notice according
to the
Agreement's Fourth Stipulation.
THIRD,-
The Company and the Contractor recognize that neither of them is
entitled to any
indemnity or compensation as a consequence of the termination of
the Agreement.
No right, condition or advantage under the Management Agreement at
be maintained
after the said extinction of the Agreement, with the exception of
the agreed in
the present Termination Agreement.
FOURTH.-
The Parties agree that the termination of the Agreement entered
into between the
Company and the Contractor implies the extinction of all the
obligations of each
party under to the Agreement, as well as the extinction of the
obligations
derived from any other direct or indirect relation held between the
Parties. The
termination of the Agreement assumes the extinction of the
obligations that
could exist between the Professional and the Subsidiary with
regards to their
respective relations with the Contractor and the Company. All this,
with
