SECOND AMENDMENT TO LINE OF CREDIT
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                              DATED APRIL 3, 2000
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                                                         Dated:  April 9, 2001


This  Amendment  is  to the Line of Credit dated April 3, 2000, as amended May
24,  2000.    This amendment extends the line of credit to August 31, 2001 and
changes  the  amount  of  the  line of credit to $350,000 [Three Hundred Fifty
Thousand].    The items listed below supersede such items in the April 3, 2000
Line  of  Credit agreement as amended on May 24, 2000.  All other items remain
as  stated  in  the  previous  agreements.

           FOR  VALUE  RECEIVED,  Telesoft Corp ("Maker") promises to repay to
- --------  ("Holder") the principal advances received plus interest at the rate
of  ten  percent  per  annum,  in  United States currency, payable as follows:

1.          Principal  and  interest  shall  be  all  due  on August 31, 2001.

Interest  shall  accrue  from the date hereof at the rate of ten percent (10%)
per  annum  and  is  due  monthly.

2.        This Line of Credit is due and payable on before August 31, 2001. If
payment  is  not  made by this date, this Line of Credit will be considered in
default  by  Holder, without notice to Maker. Interest will begin to accrue on
the  defaulted  Note  at the rate of fifteen percent (15%) per annum, and will
continue  to  accrue  until such time that the Line of Credit is paid in full.

3.          This Line of Credit is secured by the Maker's accounts receivable,
inventory,  property  plant  and  equipment  and  all other assets held by the
Maker.    Should  the  Maker  enter  into  a  financing  agreement  from  a
non-affiliate,  the Holder shall take a subordinate position in this security.
A  UCC  filing  for  this  security  interest  has  been  filed.

        IN  WINTNESS  WHEREOF,  Maker  has  executed  this  instrument  in his
respective Name,  and on his behalf, and has set his hand hereunto, all as of
the date  first written  above.  This  document  shall  have  the  effect  of
a sealed instrument.


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     Telesoft  Corp                                     ----------------------
     By  ___________________