THIRD AMENDMENT TO LINE OF CREDIT
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                               DATED APRIL 3, 2000
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                                                            Dated: July 23, 2001


This  Amendment is to the Line of Credit dated April 3, 2000, as amended May 24,
2000  and  April 9, 2001.  This amendment extends the line of credit to November
30, 2001 and retains the amount of the line of credit at $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 and April 9, 2001.  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  November  30,  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 November 30, 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  ___________________