B2Digital, Inc. – ‘PREM14A’ for 10/10/01

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Preliminary Proxy Solicitation Material — Merger or Acquisition   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREM14A     Preliminary Proxy Statement                          121    525K 

Document Table of Contents

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
 THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [x]                                                     
Filed by a Party other than the Registrant [  ]                                 

Check the appropriate box:                                                      

[x]      Preliminary Proxy Statement                                            
[ ]      Confidential, for Use of the Commission Only (as permitted by          
Rule 14a-6(e)(2))                                             
[ ]      Definitive Proxy Statement                                             
[ ]      Definitive Additional Materials                                        
[ ]      Soliciting Material under Rule 14a-12                                  

 TELECOMUNICATION PRODUCTS, INC.
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):                              

[ ]   No fee required.                                                          

[X]   Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.  

  1)     Title of each class of securities to which transaction applies:

common stock, no par value                            

2)     Aggregate number of securities to which transaction applies: 

21,368,160 shares of common stock                     

      3)     Per unit price or other underlying  value of  transaction  computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):                                 

           $.40 (based on last stock sale of $.02, after giving effect to 20
for 1 reverse stock split)                            
             -------------------------------------------------------------------
4)     Proposed maximum aggregate value of transaction:             

$8,547,264                                            
             -------------------------------------------------------------------
5)     Total fee paid:                                              

$1,709.45                                             
             -------------------------------------------------------------------
[ ]   Fee paid previously with preliminary materials.                           

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[ ] Check box if any part of the fee is offset as provided by Exchange  Act Rule
0-11(a)(2)  and  identify  the  filing  for  which the  offsetting  fee was paid
previously.  Identify the previous filing by registration  statement  number, or
the Form or Schedule and the date of its filing.                                

1)       Amount Previously Paid:                                                

         -----------------------------------------------------------------------
2)       Form, Schedule or Registration Statement No.:                          

         -----------------------------------------------------------------------
3)       Filing Party:                                                          

         -----------------------------------------------------------------------
4)       Date Filed:                                                            

         -----------------------------------------------------------------------

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TELECOMMUNICATION PRODUCTS, INC.
 P. O. Box l7013
Golden, Colorado 80402

September 12, 2001

Dear Shareholder:                                                               

     You are cordially  invited to attend the annual meeting of  shareholders of
Telecommunication  Products,  Inc. to be held at 10:00 a.m.,  Mountain  Daylight
Time,  on  Wednesday,  October 10, 2001 at the Golden  Hotel,  800 11th  Street,
Golden, Colorado 80401.                                                         

     Enclosed  are the  formal  notice  of the  annual  meeting  and  our  proxy
statement. This year, among other items, you are being asked to approve a merger
to resolve a  corporate  status  matter  and a merger  with  Interleisure,  S.A.
Approval of the corporate status merger will result in no significant changes to
the assets,  liabilities,  or outstanding shares of Telecommunication  Products,
except that a reverse split will reduce each 20 issued and outstanding shares of
the  corporation  to one  share.  You  will  not  have to turn in your  existing
Telecommunication  Products  stock  certificates.  The  corporation's  name will
remain Telecommunication Products.                                              

     Management also supports the proposed merger with Interleisure,  S.A. For a
number  of  years,  the  business  of  Telecommunication  Products  has not been
significant.  Management  believes that the merger with Interleisure,  S.A. will
afford an opportunity for shareholders to obtain some value for their stock.    

     Please read the enclosed  proxy  statement for the meeting.  Whether or not
you plan to attend the meeting,  please sign,  date and return the proxy card in
the enclosed envelope to Computershare  Trust Company,  Inc. as soon as possible
so that your vote will be recorded.  If you attend the meeting, you may withdraw
your proxy and vote your shares in person.                                      

                    Sincerely yours,

                      /s/Donald Ranniger
                   Donald Ranniger
             President

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TELECOMMUNICATION PRODUCTS, INC.
 P. O. Box l7013
Golden, Colorado 80402

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
To be Held on October 10, 2001

To the Shareholders of Telecommunication Products, Inc.:                        

     An annual  meeting of  shareholders  of  Telecommunication  Products,  Inc.
("Telpro")  will be held on Wednesday,  October 10, 2001 at 10:00 a.m.  Mountain
Daylight Time, at the Golden Hotel, 800 11th Street, Golden, Colorado 80401, for
the following purposes:                                                         

1.   To elect directors;                                              

     2.   To ratify the appointment of auditors to examine Telpro's accounts for
the fiscal years ended March 31, 2000 and 2001;             

     3.   To  consider  and act upon a  proposal  to merge  Telpro  into a newly
          formed Colorado  corporation formed on April 21, 1999 ("1999 Telpro"),
          which  would  also  approve a reverse  split of  Telpro's  issued  and
          outstanding  common  stock  pursuant to which  Telpro  would issue one
  share for 20 shares of its presently outstanding common stock;

     4.   To  consider  and  act  upon a  proposal  to  approve  the  merger  of
          Interleisure,  S.A.  into Telpro  involving  an exchange of all of the
          outstanding  shares of  Interleisure,  S.A. for  21,368,160  shares of
          common  stock of Telpro  (after  giving  effect to the  reverse  stock
split) to be issued to the shareholders of Interleisure; and

     5.   Transact  such  other  business  that may  properly  come  before  the
meeting.                                                    

     Only shareholders of record at the close of business on Tuesday,  September
4,  2001  are  entitled  to  notice  of  and to  vote  at the  meeting  and  any
adjournments.                                                                   

     All  shareholders  are  cordially  invited to attend the meeting in person.
Whether or not you expect to attend the  meeting,  PLEASE  COMPLETE AND SIGN THE
ENCLOSED  PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED  ENVELOPE.  The giving of
your proxy will not affect your right to vote in person  should you later decide
to attend the meeting.                                                          

                          By Order of the Board of Directors
                        Telecommunication Products, Inc.

       Donald Ranniger
 President
Golden, Colorado                                                                
September 12, 2001                                                              

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 QUESTIONS AND ANSWERS ABOUT THE MERGERS

   At the annual  meeting,  two of the matters we will ask you to  consider  and
vote upon are a corporate  status  merger and a merger with  Interleisure,  S.A.
Here are some questions and answers relating to the proposed mergers.           

Q:   What is the purpose of the corporate status merger?                        

A:   The purpose of the merger is to rectify an  administrative  dissolution  of
     Telpro  in  1989,  of  which  we  were  unaware   until  1999.   Since  the
     administrative   dissolution,   Telpro  has  remained  in  existence  as  a
     corporation under Colorado law. To cure the administrative  dissolution and
     clarify any questions  about the exact corporate  status of Telpro,  Telpro
     would merge into a new corporation, also called Telecommunication Products,
     Inc. (the "Surviving Telpro"). All assets, liabilities, and other corporate
attributes would by law be assumed by the Surviving Telpro.           

Q:   Who will own the Surviving Telpro after the corporate status merger?       

A:   After the merger,  the Surviving  Telpro will be owned directly by you, the
     current  shareholders  of Telpro.  The Surviving  Telpro will be a publicly
held company with the name Telecommunication Products, Inc.           

Q:   What will  happen to my shares  of  Telpro  common  stock in the  corporate
status merger?                                                        

A:   If the corporate status merger is approved, it will include a reverse stock
     split in which you will receive one share of the Surviving  Telpro's common
     stock for each 20 shares of your Telpro  common  stock.  You do not need to
     exchange your share certificates  because the conversion will be automatic,
     but you may exchange  them if you desire.  The  Surviving  Telpro's  common
     stock that you will receive will have the same rights and privileges as the
Telpro common stock that you currently own.                           

Q:   How will the Surviving Telpro be different from Telpro?                    

A:   Except  for  the 1 for  20  reverse  stock  split,  both  the  articles  of
     incorporation  and bylaws of the  Surviving  Telpro  will be  substantially
     identical to Telpro's articles of incorporation and bylaws. The merger will
     not result in any change in the business, operations or policies of Telpro.
     The Surviving  Telpro will have the same directors as Telpro at the time of
     the merger.  It will also have the same officers as Telpro had prior to the
     merger,  which  includes  all the  officers  of  Telpro  at the time of the
merger.                                                               

Q:   Will the common stock of the Surviving  Telpro continue to be traded on the
OTCBB?                                                                

A:   We expect that the common stock of the Surviving Telpro will continue to be
traded on the OTC Bulletin Board.                                     

Q:   Why are the two companies proposing the merger between Surviving Telpro and
Interleisure?                                                         

A:   Our business  activities have not been  significant in recent years. We are
     proposing  the merger of  Interleisure  into  Surviving  Telpro  because we
     believe the resulting  combination will create a company with the potential
     of achieving greater financial  strength,  technological  development,  and
growth potential than either company would have on its own.           

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Q:   What will happen in the merger with Interleisure?                          

A:   If the corporate  status merger is approved,  the merger with  Interleisure
     will follow, and Interleisure would merge into Surviving Telpro.  Surviving
Telpro will be the surviving entity in the merger.                    

Q:   What will the Interleisure shareholders receive in the merger?             

A:   As a result of the merger,  each  outstanding  share of Interleisure  stock
     will be converted into the right to receive  approximately  10.68 shares of
     Surviving  Telpro  common stock  resulting in  21,368,160  shares of Telpro
     common  stock  being  issued  to  Interleisure  shareholders.  As a result,
     immediately following the merger, the four former Interleisure shareholders
     will hold 95.0% of the  then-outstanding  shares of Surviving Telpro common
stock.                                                                

Q:   Does  the  Telpro  board  of  directors  recommend  voting  in favor of the
mergers?                                                              

A:   Yes.  After  careful  consideration,  the  Telpro  board of  directors  has
     declared  advisable and  recommends  that the Telpro  shareholders  vote in
     favor  of  the  corporate  status  merger  and  the  proposed  merger  with
Interleisure.                                                         

Q:   Are there risks I should  consider  in deciding  whether to vote to approve
either one of the mergers?                                            

A:   Yes. In  evaluating  the mergers and the related  transactions,  you should
     consider  carefully  the factors  discussed in the section  "RISK  FACTORS"
beginning on page 7 of this proxy statement.                          

Q:   What are the  effects  of the  Interleisure  merger  on my shares of Telpro
common stock?                                                         

A:   Telpro  shareholders  will  continue to own their  shares of Telpro  common
     stock after the merger.  There will,  however, be a change in the number of
     shares of Telpro  common  stock held by current  Telpro  shareholders  as a
     result of the merger.  Pursuant to the merger,  21,368,160 shares of Telpro
     common  stock will be issued to the four  Interleisure  shareholders.  As a
     result of this issuance,  your percentage ownership interest in Telpro will
be reduced.                                                           

Q:   What shareholder approvals are needed?                                     

A:   Approval  of  the  mergers  and  the  related  transactions   requires  the
     affirmative vote of the holders of a majority of the outstanding  shares of
     Telpro common stock.  Abstentions and broker  non-votes will not affect the
     outcome of the vote.  Each holder of Telpro common stock is entitled to one
     vote per share. At the record date, Telpro directors and executive officers
     and  their  affiliates   beneficially  owned  approximately  33.9%  of  the
     outstanding shares of Telpro common stock. It is anticipated that they will
     vote  all  of  such   shares  to  approve   the  mergers  and  the  related
transactions.                                                         

Q:   Am I entitled to dissenters' or appraisal  rights relating to either of the
mergers?                                                              

A:   Yes.  Under  Colorado  law,  holders of Telpro common stock are entitled to
     dissenters' or appraisal  rights in connection  with the mergers.  For more
     information  about  dissenters'  rights and your  ability to exercise  such
rights, please see page 17.                                           

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Q:   Is the Interleisure merger a taxable transaction?                          

A:   For  federal  tax   purposes  the  mergers   should   qualify  as  tax-free
     reorganizations  and you should not  recognize  any gain or loss after your
     shares in Telpro are  converted  into  Surviving  Telpro shares or upon the
     merger with Interleisure,  except to the extent you receive cash instead of
     fractional  shares of Telpro common  stock.  You should check with your own
tax expert about your particular tax consequences.                    

Q:   When do you expect to complete the mergers?                                

A:   Telpro and  Interleisure  are working towards  consummating  the mergers as
     quickly as possible. If the mergers are approved, we expect to complete the
mergers shortly following the annual meeting.                         

Q:   What do I need to do now?                                                  

A:   We urge you to read this proxy statement  carefully and to consider how the
     mergers affect you. Then, just mail your completed and signed proxy card in
     the enclosed return envelope as soon as possible so that your shares can be
voted at the annual meeting.                                          

Q:   Do I need to attend the annual meeting?                                    

A:   No. You can vote by completing and signing your proxy card and returning it
     in the  enclosed  postage-paid  envelope.  We  anticipate  that most Telpro
shareholders will not attend the annual meeting in person.            

Q:   What if I don't vote?                                                      

A:   If you respond and do not indicate how you vote, your proxy will be counted
     as a vote "FOR" the mergers and the  related  transactions.  If you respond
     and mark your proxy to indicate  that you abstain from  voting,  your proxy
     will not affect the  outcome of the vote,  but it will be counted  toward a
     quorum. If you do not respond,  your shares of Telpro common stock will not
     be counted in the vote or in determining whether a quorum is present at the
annual meeting.                                                       

Q:   May I vote in person?                                                      

A:   Yes.  You may  attend the annual  meeting  and vote your  shares in person,
rather than sign and return your proxy card.                          

Q:   May I change my vote after I have mailed my proxy card?                    

A:   Yes.  You may change  your vote at any time before your proxy card is voted
     at the annual meeting.  You can do so in one of three ways.  First, you can
     send a written  notice  stating  that you would like to revoke  your proxy.
     Second,  you can complete and submit a new,  later-dated  proxy card to the
     Secretary of Telpro.  Third,  you can attend the annual meeting and vote in
     person.  Your  attendance  alone will not revoke  your  proxy.  If you have
     instructed  a  broker  to vote  your  shares,  you must  follow  directions
received from your broker to change those instructions.               

Q:   If my shares are held in "street name" by my broker, will my broker vote my
shares for me?                                                        

A:   Your broker will vote your shares only if you provide  instructions  on how
to vote by following the information provided to you by your broker.  

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Q:   Who can help answer my questions?                                          

A:   If you are a Telpro  shareholder  and have  questions  about the  corporate
     status merger or the merger with Interleisure,  S.A.,  including  questions
     about the  procedures  for voting your shares,  you should  contact Paul J.
     Hanley,  Esq.,  Grimshaw & Harring,  P.C. at (303)  839-3800,  1700 Lincoln
Street, Denver, Colorado 80302.                                       

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 TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PROXY STATEMENT ............................................................   1

SUMMARY.....................................................................   2

RISK FACTORS................................................................   7

ELECTION OF DIRECTORS (Item 1 on Proxy Card)................................  11
         Nominees...........................................................  11
         Board of Directors and Committees..................................  12
         Stock Ownership....................................................  13
         Executive Compensation.............................................  13

APPOINTMENT OF INDEPENDENT AUDITOR (Item 2 on Proxy Card)...................  14

THE CORPORATE STATUS MERGER (Item 3 on Proxy Card)..........................  14
         Background and Purpose.............................................  14
         Merger Procedure and Approval......................................  15
         Reverse Split In Connection with Merger............................  15
         Federal Income Tax Consequences....................................  16
         Anticipated Accounting Treatment...................................  17
         Effects of Merger..................................................  17
         Regulatory Approvals...............................................  17
         Rights of Dissenting Telpro Shareholders ..........................  17
         Description of Capital Stock of Surviving Telpro...................  20

THE INTERLEISURE MERGER (Item 4 on Proxy Card) .............................  21
         General ...........................................................  21
         Background and Purpose.............................................  22
         Reasons for the Merger.............................................  22
         Merger Procedure and Approval......................................  23
         Interests of Telpro Officers and Directors in the Merger...........  23
         Federal Income Tax Consequences....................................  24
         Directors and Officers of Telpro After the Merger..................  24
         Certain Covenants and Agreements...................................  24
         Anticipated Accounting Treatment...................................  25
         Effects of Merger..................................................  25
         Regulatory Approvals...............................................  25
         Rights of Dissenting Telpro Shareholders ..........................  25

DESCRIPTION OF INTERLEISURE, S.A. ..........................................  26
         Overview...........................................................  26
         The Company........................................................  26
         Business ..........................................................  26
         Competition........................................................  28
         Management of Telpro Following the Merger .........................  28

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION                     
AND RESULTS OF OPERATIONS OF INTERLEISURE ..................................  29

PRO FORMA SELECTED FINANCIAL DATA...........................................  30

Section 16(a) Reporting.....................................................  31

OTHER MATTERS...............................................................  31

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS...........................  31

WHERE YOU CAN FIND MORE INFORMATION.........................................  31

APPENDICES                                                                      
Annex A: Plan of Merger -Corporate Status Merger............................ A-1
Annex B: Agreement and Plan of Merger--Interleisure, S.A. Merger............ B-1
Annex C: Article 113 of Colorado Business Corporation Act................... C-1
Annex D: Index to Financial Statements ..................................... D-1

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 PROXY STATEMENT

     This proxy statement is being furnished in connection with the solicitation
of proxies by Telecommunication Products, Inc. ("Telpro") on behalf of the board
of directors for the annual meeting of  shareholders.  This proxy  statement and
the other enclosed  documents  first are being mailed on or about  September 12,
2001 to all shareholders  entitled to vote at the annual meeting. In addition to
solicitation by mail, certain officers of Telpro by may solicit proxies by mail,
telephone or personal interview.                                                

     Pursuant to the merger agreement with Interleisure, S.A., Interleisure will
bear all costs of the  solicitation  of  proxies.  For  additional  information,
please see "THE INTERLEISURE MERGER" on page 21. Brokerage firms and others will
be reimbursed  for their  expenses in forwarding  proxy  materials to beneficial
owners of Telpro's common stock.                                                

     Only  holders of record of Telpro  common stock at the close of business on
September 4, 2001 are entitled to notice of, and to vote at, the annual meeting.
There were  approximately  378 holders of record of Telpro  common  stock at the
close of business on the record date,  with  22,492,800  shares of Telpro common
stock issued and  outstanding.  Each share of Telpro  common stock  entitles the
holder to one vote on each matter submitted for shareholder approval.           

     The presence,  in person or by proxy,  at the annual meeting of the holders
of a majority of the shares of Telpro common stock  outstanding  and entitled to
vote at the annual  meeting is necessary to constitute a quorum.  Directors will
be elected by a  favorable  vote of a  plurality  of the shares of common  stock
present and entitled to vote, in person or by proxy, at the annual meeting.  The
corporate status merger and the Interleisure merger will require the approval of
a majority of the outstanding shares of Telpro common stock. All other proposals
to come  before the annual  meeting  require  the  approval of a majority of the
votes cast on such  matters.  The officers and directors of Telpro hold 33.9% of
the  outstanding  Telpro  common stock and are expected to vote for the director
nominees and in favor of the other proposals set forth in this proxy statement. 

     You can  ensure  that  your  shares  are  voted at the  annual  meeting  by
completing,  signing,  dating,  and  returning  the  enclosed  proxy card in the
envelope  provided.  Submitting  your proxy will not affect your right to attend
the meeting and vote.  A proxy may be revoked at any time before it is exercised
by filing with the  Secretary of Telpro a written  revocation or a duly executed
proxy bearing a later date or by voting in person at the meeting.               

     The  shares  represented  by the  proxies  received  in  response  to  this
solicitation  and not  revoked  will be voted  in the  manner  specified.  Where
specific choices are not indicated,  the shares represented by all valid proxies
received  will be voted:  (1) for the nominees for director  named in this proxy
statement;  (2) for the approval of the appointment of Independent Auditors; (3)
for the approval of the corporate status merger; and (4) for the approval of the
Interleisure merger. Should any matter not described in this proxy statements be
properly  presented at the meeting,  the persons named in the proxy will vote in
accordance with their judgment.                                                 

     Proposals  that are  intended to be  presented  by Telpro  shareholders  at
Telpro's  annual meeting of the  shareholders  must be received by Telpro at its
principal  executive  offices  no later  than May 9, 2002 to be  considered  for
inclusion in Telpro's proxy statement relating to that meeting.                 

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 SUMMARY

     This summary  highlights the terms of the proposed  corporate status merger
and the proposed merger of Interleisure,  S.A. into Telpro. For more information
about  the  proposed  mergers,  please  see page 14 for  information  about  the
corporate  status  merger  and page 21 for  information  about the  Interleisure
merger.                                                                         

 THE COMPANIES

     Telpro is a corporation  organized and existing under the laws of the State
of Colorado. Our principal offices are located in Golden, Colorado. Our business
has been the design,  manufacture,  and marketing of  specialized  communication
equipment.  For additional information about our business, see the Annual Report
on Form 10-K for the fiscal  year ended June 30,  2000,  which  accompanies  the
delivery of this proxy statement and other  documents  Telpro has filed with the
SEC, incorporated into this proxy statement by reference.  For more information,
please see "Where you can find more information" on page 31.                    

     Interleisure,  S.A. is a corporation  organized and existing under the laws
of the Dominican Republic with its principal executive offices located at Avenue
27 de Febrero  esq.  Tiradentes,  Plaza  Merengue,  de piso,  Suite  202,  Santa
Domingo,  Dominican  Republic.  Interleisure  anticipates  moving its  corporate
headquarters  to Los Angeles,  California  in the third quarter of 2001 and will
maintain on office in the  Dominican  Republic  for the further  development  of
proprietary  software.  Interleisure  is a software  development  and  licensing
company   specializing   in  the   "Fourth   Technology   Phase"   of   personal
communications,   namely,   video  and  audio  interactive   telecommunications.
Interleisure's  first  product  will  combine  online   videoconferencing   with
scheduling and payment processing systems to provide unique solutions for hourly
service   providers,   including   doctors,   lawyers,   accountants  and  other
professional service providers.  For more information  concerning  Interleisure,
please see page 26.                                                             

SUMMARY OF THE MERGERS

THE CORPORATE STATUS MERGER (SEE PAGE 14)                                       

     To cure a  long-standing  administrative  dissolution  of  Telpro  that was
unknown  for  many  years to our  officers  and  directors  and to  clarify  any
questions  about our exact  corporate  status,  Telpro  would  merge  into a new
corporation,   also  called   Telecommunication   Products,   Inc.  All  assets,
liabilities,  and other corporate  attributes would by law be assumed by the new
corporation.  If the  corporate  status  merger is  approved,  it will include a
reverse stock split in which you will receive one share of the new corporation's
common  stock for each 20 shares of your  Telpro  common  stock.  Your  stock is
expected to remain publicly traded.                                             

THE INTERLEISURE MERGER (SEE PAGE 21)                                           

     In the  merger,  Interleisure  will merge with and into  Telpro.  Under the
terms of the merger,  each issued and outstanding  share of Interleisure  common
stock will be converted  into the right to receive 10.68 shares of Telpro common
stock. We will therefore issue  21,368,160  shares of Telpro common stock to the
Interleisure shareholders. As a result, immediately following the merger, former
Interleisure  shareholders  will hold  95.0% of the  then-outstanding  shares of
Telpro common stock. You will continue to own your shares of Telpro common stock
after the merger.  However, your percentage ownership interest in Telpro will be
reduced. The merger agreement is attached to this proxy statement as Annex B. We
encourage you to carefully  read the merger  agreement and the discussion of the
merger and merger agreement in this proxy statement.                            

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TELPRO'S REASONS FOR THE MERGERS (SEE PAGES 14 AND 22)                          

     In  reaching  its  decision  to approve  both  mergers  and to  unanimously
recommend  that Telpro  shareholders  approve  the  mergers,  Telpro's  board of
directors  identified reasons why the mergers should be beneficial to Telpro and
its shareholders.  In the course of deliberations,  Telpro's board also reviewed
with its executive management team and its legal advisors a number of additional
factors  relevant to the mergers.  Telpro's  board also  considered and balanced
against the potential  benefits of the mergers a number of potentially  negative
factors.                                                                        

RECOMMENDATION OF TELPRO'S BOARD OF DIRECTORS (SEE PAGES 14 AND 22)             

     After  careful  consideration,  Telpro's  board of  directors  approved the
merger  agreement with  Interleisure  and  unanimously  recommends that you vote
"FOR" approval of both mergers.                                                 

THE ANNUAL MEETING (SEE PAGE 1)                                                 

     The annual  meeting of  Telpro's  shareholders  will be held on  Wednesday,
October 10, 2001, at 10:00 a.m. Mountain Daylight time, at the Golden Hotel, 800
11th Street, Golden,  Colorado 80401. At the meeting, you will be asked to elect
directors,  ratify the  appointment of our auditors,  approve the plan of merger
relating to the corporate status merger and approve a merger agreement that will
cause Interleisure to merge into Telpro. You can vote at the annual meeting only
if you owned shares of Telpro common stock at the close of business on September
4, 2001, the record date.                                                       

VOTES REQUIRED FOR APPROVAL (SEE PAGES 1, 15, AND 23)                           

     The  holders of at least a  majority  of the  outstanding  shares of Telpro
common  stock is required to approve  the  mergers,  which will be voted upon as
separate  items.  Telpro's  shareholders  are entitled to cast one vote for each
share of Telpro common stock they owned as of the record date.  Each of Telpro's
directors  and  executive  officers,  who  collectively  held the  power to vote
approximately 33.9% of Telpro's  outstanding common stock as of the record date,
are expected to vote their shares in favor of the mergers.                      

CONDITIONS TO COMPLETION OF THE MERGERS (SEE ANNEX A AND ANNEX B)               

     Telpro's and Interleisure's  respective  obligations to complete the merger
with  Interleisure  are subject to the satisfaction or waiver of certain closing
conditions  as are more  fully  set  forth  in the  merger  agreement.  Telpro's
obligations  to complete  the  corporate  status  merger are only subject to the
approval of the shareholders.                                                   

TERMINATION OF INTERLEISURE MERGER AGREEMENT (SEE ANNEX B)                      

     Each of Telpro  and  Interleisure  has the right to  terminate  the  merger
agreement under certain circumstances. Even if Telpro's shareholders approve the
merger  agreement,  Telpro and  Interleisure  can mutually  agree at any time to
terminate the merger agreement without completing the merger.                   

INTERESTS OF OFFICERS AND DIRECTORS IN THE MERGER (SEE PAGE 23)                 

     On the Telpro record date,  the executive  officers and directors of Telpro
beneficially  owned an aggregate of 7,635,000  shares of Telpro common stock, or
approximately  33.9% of the shares of Telpro common stock then  outstanding.  We

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currently  expect that the directors and executive  officers of Telpro will vote
the shares of Telpro  common  stock owned by them "FOR" the  proposal to approve
and adopt both mergers and all related transactions.                            

     When  considering the  recommendation  of Telpro's board of directors,  you
should be aware that Donald and Clara Ranniger, directors and officers of Telpro
have interests in the merger that are different  from, or in addition to, yours.
These additional  interests  include  payments in cash,  stock, and otherwise in
return for release of accrued and unpaid wages.  Telpro's board of directors was
aware of and considered  these  interests in approving the merger  agreement and
recommending that Telpro's shareholders approve the merger agreement.           

TAX CONSEQUENCES OF THE MERGERS (SEE PAGES 16 AND 24)                           

     Both mergers are intended to qualify as tax-free  reorganizations under the
Internal Revenue Code. We expect that neither Telpro nor its  shareholders  will
recognize any gain or loss for United States federal income tax purposes, except
with  respect to cash  received in lieu of  fractional  shares of Telpro  common
stock or with respect to cash  received  upon  exercise of  dissenters'  rights.
Because tax matters are  complicated,  however,  we urge you to consult your own
tax advisor to  understand  fully how the merger will affect you,  including how
any state, local or foreign tax laws may apply to you.                          

ANTICIPATED ACCOUNTING TREATMENT (SEE PAGES 17 AND 25)                          

     The  mergers  will  be  accounted  for as a  "purchase"  transaction  under
generally accepted accounting principles.                                       

REGULATORY APPROVALS (SEE PAGES 17 AND 25)                                      

     No federal or state  regulatory  approvals  are  required and no federal or
state regulatory requirements must be complied with to consummate the mergers.  

DISSENTERS' RIGHTS (SEE PAGES 17 AND 25; ANNEX C)                               

     Under  Colorado law, you will have the right to dissent from the merger and
to receive  payment in cash for the fair value of your  shares of Telpro  common
stock.  To  preserve  your  rights,  shareholders  who  wish to  exercise  their
statutory  dissenters' rights must precisely follow the procedures  described in
Article 113 of the Colorado  Business  Corporation  Act,  attached to this proxy
statement as Annex C.                                                           

MARKET PRICE AND  DIVIDEND  DATA                                                

     Our common stock is listed on OTC Bulletin Board and  designated  under the
symbol "TLCR." Our common stock is only  sporadically  traded.  The high and low
bid/ask  quotations  over the past three  fiscal  years have  ranged from $0/not
trading to $0.17.  This  range  reflects  inter-dealer  prices,  without  retail
mark-up,  markdown,  or commission,  and may not  necessarily  represent  actual
transactions.  We  have  not  paid  dividends  on our  common  stock  and do not
anticipate  paying dividends in the foreseeable  future.  We anticipate that any
earnings will be retained for development of our business.                      

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SELECTED FINANCIAL INFORMATION

     The  following  tables  provide  selected  financial  data  of  Telpro  and
Interleisure,  which were derived from the  financial  statements  of Telpro and
Interleisure  for  their  last two  fiscal  years.  The data  should  be read in
conjunction  with the financial  statements,  related notes and other  financial
information  of  Telpro  and  Interleisure  that  are  attached  to  this  proxy
statement.                                                                      

TELPRO SELECTED FINANCIAL DATA                                                  

Balance Sheet Data                                                              
------------------                                                              

                                                        [Enlarge/Download Table]

                                             June 30, 2001(1)          March 31,        
                                             ----------------  -------------------------
                                                                 2001            2000(1)
                                                               --------        ---------
                                                                                        
Current Assets..............................     $  1,793      $ 35,079        $ 92,293 
Total Assets................................        1,793        35,079          92,293 
Current Liabilities.........................      722,208       722,208         722,208 
Long Term Debt..............................          -0-           -0-             -0- 
Shareholders'(deficiency)...................     (720,415)     (687,129)       (609,028)

Statement of Operations Data                                                    
----------------------------                                                    

                                                        [Enlarge/Download Table]

                                                 Three Months Ended                                  
                                                       June 30,              Years Ended March 31,   
                                             ----------------------------  --------------------------
                                               2001(1)          2000(1)       2001           2000    
                                             -----------      -----------  ----------     -----------
                                                                                                     
Total revenues.............................. $      -0-       $      -0-   $   81,509     $      -0- 
Expenses....................................     33,286           12,232       67,501         52,901 
Net loss....................................    (33,286)         (12,232)     (22,925)       (52,901)
Loss per share..............................     (.0015)          (.0005)     ( .0010)       ( .0024)
Weighted Average shares outstanding......... 22,492,800       22,492,800   22,492,800     22,492,800 
Net cash flows from operating activities....    (33,286)             (32)      37,700          ( 642)
--------                                                                                             

(1) Unaudited.                                                                  

INTERLEISURE SELECTED FINANCIAL DATA                                            

                                                        [Enlarge/Download Table]


Balance Sheet Data                                                                          
------------------                                                                          
                                             June 30, 2001(1)        December 31,           
                                             ----------------  ---------------------------- 
                                                                   2000             2001    
                                                               -----------       ---------- 
                                                                                            
Current Assets..............................  $    69,517      $    66,025       $  119,271 
Total Assets................................      102,097          108,071          120,488 
Current Liabilities.........................    1,293,825        1,211,789          424,776 
Long Term Debt..............................          -0-              -0-              -0- 
Shareholders'(deficiency)...................   (1,191,728)      (1,103,718)        (304,288)

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Statement of Operations Data                                                    
----------------------------                                                    

                                                        [Enlarge/Download Table]

                                                   Six Months Ended                                  
                                                       June 30,             Years Ended December 31, 
                                             ----------------------------  --------------------------
                                               2001(1)          2000(1)       2000           1999    
                                             -----------      -----------  ----------     -----------
                                                                                                     
Expenses....................................   (98,812)         (62,402)    (799,430)      (544,288) 
Net loss....................................   (98,812)         (62,402)    (799,430)      (544,288) 
Net cash flows from operating activities....  (207,099)           7,778     (332,265)      (657,305) 
--------                                                                                             

(1) Unaudited.                                                                  

SUMMARY UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

     The following summary unaudited pro forma combined financial information is
derived from and should be read  together with the  information  provided in the
"Pro Forma Selected  Financial Data appearing on page 30 and the  information in
Annex D captioned "Unaudited Pro Forma Condensed Combined Financial  Statements"
and the notes thereto.                                                          

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS DATA                       

                                                                [Download Table]

                                        Three Months Ended          Year Ended  
                                          June 30, 2001           March 31, 2001
                                        ------------------        --------------
                                                                                
Revenues.............................         $-0-                     $6,509   
Expenses.............................        132,098                  866,931   
Net income (loss)....................      ($132,098)               ($860,422)  

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AT JUNE 30, 2001                 

Current assets.......................        $71,310              
Total assets.........................       $103,890              
Current liabilities..................     $2,016,033              
Total liabilities and stockholders                                
deficiency...........................       $103,890              

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RISK FACTORS

   You should  consider the following  factors in evaluating  whether to approve
and adopt the Interleisure merger agreement.  These factors should be considered
in conjunction with the other information  included or incorporated by reference
in this proxy statement.                                                        

RISKS RELATED TO THE INTERLEISURE MERGER                                        

THE INTERLEISURE MERGER WILL HAVE A DILUTIVE EFFECT ON TELPRO SHAREHOLDERS.     

     The  shares  of  Telpro  common  stock  to  be  issued  to   Interleisure's
shareholders  in  connection  with the  merger  will  dilute  substantially  the
ownership  interests  of the  current  Telpro  shareholders  compared  to  their
percentage of ownership  interests in Telpro before the merger.  The issuance of
additional  shares of Telpro common stock after the merger may result in further
dilution to current Telpro shareholders.                                        

AS A  RESULT  OF  THE  MERGER,  FORMER  INTERLEISURE  SHAREHOLDERS  WILL  HAVE A
SUBSTANTIAL OWNERSHIP INTEREST IN TELPRO.                                       

     After the merger,  four  former  Interleisure  shareholders  will own up to
21,368,160 shares of Telpro common stock,  representing  approximately  95.0% of
all shares of Telpro  common stock then  outstanding.  As a result,  such former
Interleisure  shareholders  will be able to influence  or otherwise  control the
management of Telpro. In addition,  such former  Interleisure  shareholders will
have influence over the outcome of a shareholder  vote on any matter relating to
a change in control of Telpro.                                                  

THE FAIRNESS OF THE EXCHANGE RATIO FOR TELPRO COMMON STOCK TO BE RECEIVED IN THE
MERGER WAS NOT REVIEWED BY ANY INDEPENDENT THIRD PARTY FINANCIAL ADVISOR.       

     Telpro  had no cash  resources  to engage  an  independent  third  party to
conduct a financial  analysis as to the fairness of the  exchange  ratio for the
Telpro common stock to be received by the four Interleisure  shareholders in the
merger. Accordingly, there has been no independent review of the fairness of the
merger from a financial point of view. The exchange ratio was determined through
negotiation between Telpro and the shareholders of Interleisure.                

THE EXCHANGE RATIO FOR TELPRO COMMON STOCK TO BE RECEIVED IN THE MERGER IS FIXED
AND WILL NOT BE ADJUSTED IN THE EVENT OF ANY CHANGE IN STOCK PRICE.             

     Regardless  of the market  prices of Telpro  common stock at the  effective
time of the merger,  Interleisure  shareholders  will  receive  10.68  shares of
Telpro  common stock for each share of  Interleisure  common stock they own. The
market  value of Telpro  common  stock may  change,  both  before  and after the
merger,  and no one can accurately  predict what the market value will be at any
given time. Market prices of Telpro common stock may vary for many reasons.     

TELPRO'S  DIRECTORS AND EXECUTIVE  OFFICERS  HAVE  INTERESTS  THAT ARE DIFFERENT
FROM, OR IN ADDITION TO, THOSE OF OTHER  SHAREHOLDERS,  WHICH MAY INFLUENCE THEM
TO SUPPORT THE MERGER.                                                          

     Certain  directors  and  executive   officers  of  Telpro   participate  in
arrangements  that provide them with  interests in the merger that are different
from, or are in addition to, yours.  These interests  include the payment at the
closing  of the merger of  discounted  deferred  compensation  owed to Donald E.
Ranniger,  President,  Treasurer, and Chairman of the board of directors, or his
affiliated  corporation,  in the form of a  $175,000  cash  payment,  a  $25,000
promissory  note,  the issuance of 381,000  shares of Telpro common  stock,  and
inventory and  proprietary  information  of Telpro that has been written off for
financial  reporting  purposes  and is not a part  of the  business  plan of the

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combined  companies  following the merger.  Clara H. Ranniger,  Vice  President,
Secretary,  and a director  is the wife of Mr.  Ranniger.  As a result,  Telpro'
directors and executive officers could be more likely to support approval of the
merger than if they did not hold these  interests.  You should consider  whether
these  interests may have influenced  these directors and executive  officers to
support and recommend the merger.                                               

FUTURE SALES OF TELPRO COMMON STOCK BY FORMER  INTERLEISURE  SHAREHOLDERS  COULD
CAUSE THE PRICE OF TELPRO COMMON STOCK TO DECLINE.                              

     All  of  the  shares  of  Telpro   common  stock  issued  to   Interleisure
shareholders upon  consummation of the merger will be "restricted"  shares under
the federal  securities  laws.  Eventually,  such shares will be tradable on the
market.  The market price of Telpro  common  stock could  decline as a result of
sales by former Interleisure shareholders of their shares of Telpro common stock
or the perception that such sales could occur.                                  

FAILURE TO COMPLETE THE MERGER COULD  NEGATIVELY  IMPACT TELPRO' STOCK PRICE AND
FUTURE BUSINESS AND OPERATIONS.                                                 

     If the  merger  is not  completed  for any  reason  and  Telpro's  board of
directors determines to seek another merger or business combination,  it may not
be able to find a partner willing to pay an equivalent or more attractive  price
than that which would have been paid in the merger with Interleisure.           

RISKS RELATED TO INTERLEISURE'S BUSINESS                                        

THE BUSINESS OF THE COMBINED COMPANY WILL BE NEW.                               

     Interleisure  was organized in 1996 and since that date its activities have
primarily  involved the  development  of its business  plan and its  proprietary
software for Internet videoconferencing. Interleisure has had no revenues in the
past two years.  Telpro's  business  has,  for the most part,  been  inactive in
recent years. Following the merger, the strategy of the combined company will be
to implement the  Interleisure  business plan.  The combined  company may not be
able to implement the business plan for a variety of reasons,  including lack of
capital,  competition,  lack of market acceptance of its products,  and obsolete
technology.                                                                     

THE COMBINED COMPANY WILL REQUIRE  ADDITIONAL CAPITAL INFUSIONS TO IMPLEMENT THE
BUSINESS PLAN.                                                                  

     Since  inception,  the operating  capital of Interleisure has been provided
primarily  through  the  sale  of  common  stock  and  cash  advances  from  its
shareholders.  Telpro has no  significant  operating  capital and has no current
plans to generate  any  operating  capital  independently  of the merger.  While
Interleisure  intends to generate  working capital from the sale of Interleisure
products,  at least  $500,000 of additional  operating  capital will be required
during  fiscal year 2001,  assuming  that  operations  are  maintained  at their
current level. Such funds will be required even if the merger is consummated, as
Telpro is not expected to generate positive cash flow in the foreseeable future.
The combined  company may not be able to obtain the  required  financing or such
financing  may not will be  available on  acceptable  terms.  Due to  historical
operating losses of Interleisure and Telpro,  there can be no assurance that the
capital  requirements  will not  substantially  exceed  the  current  and future
capital resources in the near or long term.                                     

     Additional  working capital needs of the combined  company after the merger
may require the issuance of  additional  Telpro equity  securities,  either on a
public or private  basis.  Such  issuances  would,  if  consummated,  affect the
ongoing  capital  structure of the combined  company.  If  additional  funds are
raised through the issuance of equity, convertible debt or similar securities of

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Telpro,  your  percentage  of  ownership  of Telpro  will be  reduced,  and such
securities may have rights or  preferences  senior to those of the Telpro common
stock.                                                                          

     No agreement  with respect to any such financing has been entered into, and
such issuance may not be consummated.  In the event that funding sources are not
available  as and when needed by the  combined  company,  it could have a severe
adverse  impact on the  combined  business  and  results  of  operations  of the
combined  company  and could  result in the  combined  company  being  unable to
continue as a going concern.                                                    

SIGNIFICANT  TECHNOLOGICAL CHANGES IN THE MARKET FOR VIDEO AND AUDIO INTERACTIVE
TELECOMMUNICATIONS   THROUGH   PERSONAL   COMPUTERS   COULD   ADVERSELY   AFFECT
INTERLEISURE.                                                                   

     Interleisure will be entering the business of providing  Internet video and
audio conferencing through personal computers.  Rapid change, uncertainty due to
new and emerging  technologies and fierce competition are likely to characterize
the Internet video conferencing industry, which will means that the business and
market  position  will  always be at risk.  The  combined  company's  ability to
establish  a market  share may  depend  upon its  ability  to  satisfy  customer
requirements,  enhance existing products, develop and introduce new products and
achieve market  acceptance of such products.  This process is challenging  since
the pace of change  continues to  accelerate.  If the combined  company does not
successfully  identify  new  product  opportunities  and  develop  and bring new
products to market in a timely and cost-efficient  manner,  business growth will
suffer and demand for products will decrease.                                   

     The  combined  company may  experience  delays in the  introduction  of new
products due to: the  complexity  of software  products,  the need for extensive
testing of software to ensure  compatibility of new releases with a wide variety
of application  software and hardware devices,  and the need to "debug" products
prior to extensive distribution. Significant delays in developing, completing or
shipping new or enhanced products would adversely affect the combined company.  

BECAUSE OF COMPETITION IN THE PERSONAL COMPUTER  INDUSTRY,  INTERLEISURE MAY NOT
BE ABLE TO GENERATE SIGNIFICANT PRODUCT SALES, REVENUE GROWTH, OR INCOME.       

     The competition in the personal software and Internet-related industries is
intense and may have  multiple  effects.  For example,  competing  companies and
systems  may gain  market  share,  which  could have the effect of  directly  or
indirectly reducing the combined company's ability to establish market share. In
addition,  competitors,  working with new technology, may arrive at a technology
that creates a new market  altogether and render the combined  company's product
offerings obsolete.  The combined company's  competitiveness  will depend on its
abilities  to enhance  existing  products  and to offer new and more  innovative
products on a timely and more cost effective  basis.  Interleisure,  having more
limited resources than many of their  competitors,  has restricted their product
development  efforts to a  relatively  small  number of  projects.  The combined
company  will be  required to develop or acquire  new  products  and enhance its
existing  products on a timely  basis to  accommodate  the latest  technological
advances.  There can be no assurance that these efforts will be  technologically
successful,  that any resulting  product will achieve market  acceptance or that
the combined  company will develop  products that ultimately are accepted by the
marketplace.                                                                    

INTERLEISURE'S  FAILURE  TO  MEET  CLIENT  EXPECTATIONS  OR  DELIVER  ERROR-FREE
SERVICES COULD RESULT IN LOSSES AND NEGATIVE PUBLICITY.                         

     Interleisure's  engagements will involve information  technology  solutions
that are critical to the clients'  businesses.  Significant defects or errors in
these  solutions  or  failure  to  meet or  manage  clients'  specifications  or
expectations could result in:                                                   

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o    delayed or lost revenues due to adverse client reaction;         
    o    requirements to provide additional services to a client at no charge;
     o    negative publicity about the combined company and its services,  which
          could adversely  affect the combined  company's  ability to attract or
retain clients; and                                         
     o    claims  for  substantial   damages   against  the  combined   company,
         regardless of the combined company's responsibility for such failure.

INTERLEISURE'S  BUSINESS MAY BE NEGATIVELY AFFECTED IF INTERLEISURE CANNOT ADAPT
TO THE INTERNET'S RAPID  TECHNOLOGICAL  CHANGE,  EVOLVING BUSINESS PRACTICES AND
CHANGING CLIENT REQUIREMENTS.                                                   

     The  Internet   services  market  is   characterized  by  rapidly  changing
technology,  evolving business practices and changing client needs. Accordingly,
Interleisure's  future success, and thus, the combined company's future success,
will  depend,  in part,  on the  ability  to  continue  to adapt and meet  these
challenges.  Among the most important challenges facing Interleisure is the need
to continue to:                                                                 

o    effectively identify and use leading technologies;               
o    develop strategic and technical expertise;                       
     o    influence  and  respond  to  emerging  industry  standards  and  other
          technology  changes and to orient  management  teams to  capitalize on
these changes;                                              
o    recruit and retain  qualified  project  personnel;               
o    enhance current services;                                        
  o    develop  new  services  that  meet  changing  customer  needs;  and
o    effectively advertise and market its services.                   

INTERLEISURE'S  BUSINESS IS DEPENDENT  UPON  CONTINUED  GROWTH IN THE USE OF THE
INTERNET.                                                                       

     If the number of users on the Internet  does not increase and commerce over
the  Internet  does not become  more  accepted  and  widespread,  demand for the
combined  company's  products  may not develop  and, as a result,  the  combined
company  may  suffer.  Factors  that may  affect  Internet  usage or  electronic
commerce adoption include:                                                      

o    actual or perceived lack of security;                            
o    lack of access and ease of use;                                  
o    inconsistent quality of service;                                 
o    increases in access costs to the Internet;                       
o    actual or threatened computer "viruses" or other malicious code; 
     o    excessive  governmental  regulation  or the  imposition of taxation on
Internet transactions;                                      
o    uncertainty regarding intellectual property ownership;           
o    reluctance to adopt new business methods; and                    
o    costs associated with replacing obsolete infrastructure.         

IF THIRD PARTIES CLAIM THAT WE INFRINGE UPON THEIR  INTELLECTUAL  PROPERTY,  THE
ABILITY TO USE SOME  TECHNOLOGIES AND PRODUCTS COULD BE LIMITED AND IT MAY INCUR
SIGNIFICANT COSTS TO RESOLVE THESE CLAIMS.                                      

     Litigation regarding intellectual property rights is common in the Internet
and software  industries.  We expect third-party  infringement  claims involving
Internet  technologies  and software  products  and services to increase.  If an
infringement  claim is filed  against use, we may be  prevented  from using some
technologies and may incur significant costs to resolve the claim.              

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INTERLEISURE'S  PROPRIETARY RIGHTS AND INTELLECTUAL PROPERTY MAY BE DIFFICULT TO
PROTECT.                                                                        

     The  combined  company  will rely on a  combination  of trade  secrets  and
contractual  provisions to protect proprietary rights and products. No assurance
can be given that these  protections  will be adequate  or that the  competitors
will not develop independently technologies that are substantially equivalent or
superior.  The combined  company may experienced  delays in the introduction and
market acceptance of new products due to various factors.                       

ELECTION OF DIRECTORS (Item 1 on Proxy Card)

NOMINEES                                                                        

     The board of directors was previously divided into three classes.  However,
because the number of directors is less than six, the board is no longer divided
into classes, all five directors will stand for election at the meeting, and the
elected directors will hold office until the next annual meeting of shareholders
or  until  their  successors  are duly  elected  and  qualified.  As part of the
Interleisure  merger,  all  directors  of Telpro  will resign and be replaced by
directors acceptable to Interleisure.  You can find more information about these
proposed directors on page 28.                                                  

     The five  nominees for  election at the annual  meeting are listed below on
pages with brief biographies. They are all now Telpro directors. The board knows
of no  reason  why any  nominee  may be unable  to serve as a  director.  If any
nominee is unable to serve, the shares  represented by all valid proxies will be
voted for the election of such other person as the board may recommend.         

     HARRY  D.  THOMPSON,  68,  a  director  since  August  6,  1985,  has  been
self-employed as a public  accountant  since June 1970. He provides  services to
clients in manufacturing,  construction, retail, service and other businesses in
connection  with  establishing  and  maintaining  accounting  books and records,
taxes,  financial reporting,  budgeting,  management reporting,  job costing and
financing.  Telpro made payments of $2,660 to Mr.  Thompson for accounting  work
during this last fiscal year,  and expects to make  payments to Mr.  Thompson of
less than ten percent of his gross revenues  during his current fiscal year. Mr.
Thompson holds a bachelors degree in Business Administration from the University
of Denver.                                                                      

     DANIEL  P.  NEWMAN,  50,  a  director  since  April  26,  1995,  has been a
practicing attorney for fourteen years. He received his Juris Doctor degree from
the University of Denver in June, 1986. Presently,  Mr. Newman is employed as an
Appeals Referee for the State of Colorado,  where he conducts public hearings on
appealed  unemployment  compensation  claims.  Mr. Newman also has a Bachelor of
Arts degree with a major in Psychology from the University of Pennsylvania.     

     TRAVIS K. PETHE,  49, a director  since  September 21, 1983, is employed by
Air Methods, Inc. as Program Manager since June, 1999. Previously, Mr. Pethe was
Vice  President  of  Omnitech  Robotics,  Inc.  Prior  to  that,  he ran his own
consulting business after leaving Total Petroleum,  Inc. as the Corporate Safety
Manager since 1992, where he was responsible for planning,  implementation,  and
oversight of the company's product safety, process safety,  occupational safety,
and transportation safety programs. From 1979 to 1992, Mr. Pethe was employed by
Martin Marietta  Astronautics Group,  Denver,  Colorado,  as a manager in system
safety,  management information systems, and technical operations.  From 1974 to
1979, he was a commissioned officer in the United States Air Force. Mr. Pethe is
a 1974  graduate of the United  States Air Force  Academy with a B.S.  degree in
engineering  mechanics  and a 1976  graduate  of the  University  of Utah with a
master's  degree in engineering  administration.  He is a member of the National
Society  of  Professional  Engineers  and the  American  Society  of  Mechanical
Engineers.                                                                      

     DONALD E. RANNIGER, 73, Chairman of the Board of Directors,  President, and
Treasurer  since June 8, 1983,  is  employed  by Telpro  full time.  He has been

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president and co-owner of Ranniger  Systems,  Inc., since July 1981. Since 1969,
Ranniger Systems, Inc. and its predecessor, a sole proprietorship,  have engaged
in  the  design,   manufacture,   and  marketing  of  specialized  communication
equipment,  including  infrared  voice  and data  communication  links,  current
converters,  and  digital/voice  response  systems.  They have also engaged in a
manufacturer's  representative business. The design and manufacturing portion of
their  operations was  transferred to Telpro on June 8, 1983.  From July 1959 to
March  1963,  and again from June 1966 to April  1969,  he was a major  accounts
manager  for  General  Electric  Co.,  where  he was  responsible  for  sales of
microwave and data processing  equipment in a five-state area. He was a district
sales  manager for Raytheon Co. from March 1963 to June 1966.  Mr.  Ranniger was
employed  from October 1955 to July 1959 by Collins Radio Co. as a field project
engineer.  Mr. Ranniger graduated in 1950 from Central  Institute,  Kansas City,
Missouri.  He is a member of the Rocky Mountain  Inventors Congress and has been
issued a U.S.  patent.  He holds an FCC general radio license and is a certified
engineer by the National Association of Radio & Telecommunications Engineers. He
is a Senior Member of the Institute of Electrical and Electronics Engineers. Mr.
Ranniger is the husband of Clara Ranniger.                                      

     CLARA H. RANNIGER, 73, Vice President, Secretary, and a director since June
8, 1983,  has been vice president and co-owner of Ranniger  Systems,  Inc. since
July 1981.  Her  responsibilities  with  Ranniger  Systems,  Inc.  included  the
preparation  of bids for  government  contracts  and  maintaining  the books and
records  of the  corporation.  She  was  associated  with  Mr.  Ranniger  in the
operations of its predecessor,  a sole proprietorship,  from August 1974 to July
1981.  Mrs.   Ranniger  is  employed  by  Telpro  full  time,  and  handles  all
administrative work for Telpro,  including  purchasing,  day-to-day  accounting,
quality control documentation, inventory, customer and shareholder relations.   

BOARD OF DIRECTORS AND COMMITTEES                                               

     The board of directors  held one meeting during the fiscal year ended March
31, 2001,  with 100%  attendance.  During fiscal year ended March 31, 2000,  the
Telpro board of directors held two meetings, each with 100% attendance.         

     Directors of Telpro are paid of fee of $100 per board  meeting  attended as
well as for any extraordinary time incurred.                                    

     The board of directors has a standing audit  committee  consisting of Clara
H. Ranniger and Harry D. Thompson, both of whom are directors.  Functions of the
audit committee are: engagement or discharge of auditors; prior approval of each
professional  service provided by the auditors;  determining fees; reviewing the
audit plan;  reviewing internal accounting  controls;  reviewing the adequacy of
financial and  accounting  personnel;  reviewing  the results of the audit;  and
reviewing financial  information and press releases concerning financial matters
prior  to  dissemination.  The  board of  directors  has a  standing  nominating
committee consisting of Messrs.  Ranniger,  Pethe,  Thompson, and Mrs. Ranniger.
The  functions of the  committee  are to propose  nominees for  positions on the
board of directors  and to monitor the  procedures  set forth in the Articles of
Incorporation for nominations.  These procedures provide, in relevant part, that
nominations for the election of directors by shareholders  will be considered if
they are  submitted in writing not less than 14 days nor more than 50 days prior
to any annual meeting of shareholders.  The written notice must contain specific
information  about the  nominee as required  by the  Articles of  Incorporation.

     There is no compensation committee;  similar functions are performed by the
board of directors.                                                             

     THE BOARD  RECOMMENDS  THAT  SHAREHOLDERS  VOTE "FOR" THE  ELECTION  OF ALL
NOMINEES LISTED BELOW AS DIRECTORS OF TELPRO.                                   

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STOCK OWNERSHIP                                                                 

     The  following  table sets forth  information,  as of July 31,  2001,  with
respect to the  beneficial  ownership  of common  stock by each person  known by
Telpro to be the beneficial  owner of more than five percent of the  outstanding
common  stock,  by all  directors  and nominees of Telpro,  and by directors and
officers of Telpro as a group:                                                  

                                                 Shares beneficially owned
                                                 -------------------------
Name of Person or Identity of Group               Number            Percentage  
-----------------------------------               ------            ----------- 

Donald E. and Clara H. Ranniger (1)             7,610,000              33.8%    

Travis K. Pethe (2)                                25,000                .1%    

Harry D. Thompson (2)                                 ---               ---     

Daniel P. Newman (2)                                  ---               ---     

Five directors and officers as a group          7,635,000              33.9%    

---------------                                                                 
(1)  Directors, officers, and controlling persons of Telpro. Their address is   
P.O. Box 17013, Golden, Colorado 80402.                               
(2)  Director.                                                                  

EXECUTIVE COMPENSATION                                                          

     The following table sets forth the cash  compensation  paid to the officers
of Telpro for services  rendered during the fiscal year ended March 31, 2001 (no
officer received cash compensation in excess of $100,000):                      

                                                        [Enlarge/Download Table]

                                                                         Long-Term               
                                                 Annual Compensation   Compensation              
                                                 --------------------  ------------              
                                                                                       All Other 
                                                 Salary($)   Bonus($)   Options(#)   Compensation
Name and Principal Position                Year     (A)                   Awards        ($)(B)   
---------------------------                ----  ---------   --------  ------------  ------------
                                                                                                 
Donald E. Ranniger,                        2000   30,000        --          --          15,714   
Chairman, President, Treasurer, and Chief  1999   30,000        --          --              --   
Executive Officer                          1998   30,000        --          --              --   

Clara H. Ranniger,                         2000   19,200        --          --          15,714   
Vice President and Secretary               1999   19,200        --          --              --   
                                           1998   19,200        --          --              --   
-----------------                                                                                

(A)  Amounts shown include cash compensation  earned and received by Mr. and Ms.
     Ranniger as well as amounts  earned but  deferred at the  election of those
     officers.  Mr. & Mrs. Ranniger have deferred payout of their salaries since
     January,  1987,  which deferment  amount totals $701,100 through the end of
the fiscal year ended March 31, 2001.                                 

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(B)  During this fiscal year, Mr. & Mrs. Ranniger were paid outstanding interest
     of $12,909 due from prior loans to Telpro,  as well as the principal sum of
$2,805, which was loaned to Telpro in the past fiscal years.          

     Telpro  expects  the  employment  of Mr. and Mrs.  Ranniger  as officers of
Telpro to continue at their monthly salaries of $2,500 and $1,600  respectively,
until such time as the Interleisure merger closes. You can find more information
about the Interleisure merger on page 21.                                       

     Telpro had an  incentive  stock  option  plan  adopted on June 8, 1983 (the
"Plan"). The Plan has expired and no options were granted under the Plan. Telpro
has also not granted any options outside of the Plan.                           

     There was no other  remuneration  paid or distributed to or accrued for the
account of the  officers  of Telpro for  services  to Telpro for the last fiscal
year or other proposed  remuneration,  including payments proposed to be made in
the  future  pursuant  to any  on-going  plan or  arrangement  to  officers  and
directors of Telpro, besides that already stated. Telpro has no other pension or
retirement plans, or annuities.                                                 

RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITOR
(Item 2 on Proxy Card)

     The board is seeking  shareholder  ratification  of its  selection of Larry
O'Donnell,  CPA,  P.C. to serve as Telpro's  auditor for the fiscal years ending
March 31, 2000 and 2001.  Telpro was not  previously  required  to have  audited
financial  statements  because  it has met the  qualifications  for an  inactive
registrant.  Because of the proposed merger with  Interleisure,  S.A.,  Telpro's
financial  statements  have been  audited and Larry  O'Donnell,  CPA,  P.C.  was
engaged for such purpose.  We expect  representatives  of Larry O'Donnell,  CPA,
P.C. to attend the annual meeting and have the opportunity to make any statement
they  may  desire.  These  representatives  will  be  available  to  respond  to
appropriate questions from stockholders.                                        

THE BOARD RECOMMENDS THAT SHAREHOLDERS VOTE FOR SUCH RATIFICATION.    

THE CORPORATE STATUS MERGER (Item 3 on Proxy Card)

BACKGROUND AND PURPOSE                                                          

     Telpro  was  incorporated  in 1983 under the laws of  Colorado.  Telpro was
required to filed  biennial  reports  with the Colorado  Secretary of State.  In
1989, Telpro was  administratively  dissolved by the Colorado Secretary of State
because  of  Telpro's  failure  to file a biennial  report.  Telpro's  officers,
directors,  and  shareholders  were not notified of this  administrative  action
taken by the Colorado Secretary of State, and only became aware of the action in
1999.  Following the time Telpro became aware of the  administrative  action, it
has  communicated  with the office of the Colorado  Secretary of State regarding
the manner in which Telpro can be placed in good  standing.  As a result of such
communications,  the Colorado  Secretary of State's  office has  concurred  with
Telpro's  analysis,  that  unlike  a  voluntary  or  judicial  dissolution,   an
administrative dissolution did not cause Telpro to cease to exist. However, as a
result of the  administrative  dissolution,  Telpro is  required  to wind up its
affairs.  As  part of the  winding  up of its  affairs,  Telpro  formed  another
corporation with the same name Telecommunication  Products, Inc, in the State of
Colorado on April 21, 1999 (the "Surviving Telpro"). The purpose of creating the
Surviving  Telpro was to wind up the old Telpro's affairs by merging it into the
Surviving Telpro. A plan of merger to accomplish this transaction is attached as
Annex A. The Colorado  Secretary of State's office has  pre-approved the plan of
merger to wind up Telpro's affairs, and upon presentation for filing the plan of
merger will be accepted by the Colorado Secretary of State's office for filing. 

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     Following its administrative dissolution, Telpro has continued its business
of developing,  marketing, and selling various telecommunications  products. The
principal  executive  offices of Telpro and the Surviving  Telpro are located at
P.O. Box 17013, Golden, Colorado 80402, telephone number (303) 278-2725.        

     Management  believes  that the merger is  essential  for  clarification  of
Telpro's  status  as a  corporation.  Telpro  now  proposes  to  merge  into the
Surviving Telpro, with such merger to be completed as soon as possible after the
annual meeting if the corporate status merger is approved by the shareholders.  

     As a result  of the  merger,  Telpro  will no  longer  exist as a  separate
corporation  and the  Surviving  Telpro  will be owned  directly  by the current
shareholders  of Telpro.  After the merger the  Surviving  Telpro  will become a
publicly  held company and with the name  Telecommunication  Products,  Inc. and
will be a  Colorado  corporation.  The  Surviving  Telpro  will  have  the  same
consolidated assets, liabilities and shareholders' equity as Telpro.            

     The board of directors  believes  that the  proposed  merger is in the best
interests of Telpro and its shareholders.                                       

MERGER PROCEDURE AND APPROVAL                                                   

     Pursuant to the provisions of the Colorado  Business  Corporation  Act, the
board of directors of Telpro adopted a resolution approving the merger of Telpro
with and into the Surviving Telpro. Subject to the approval of the holders of at
least a majority  of the  outstanding  shares of Telpro's  common  stock and the
fulfillment  or waiver of certain other  conditions  described  herein,  each 20
shares of the Telpro's common stock outstanding  immediately prior to the merger
will be converted  automatically into one share of the Surviving Telpro's common
stock. No exchange of stock  certificates  will be required.  As a result of the
merger,  Telpro will be merged into Surviving  Telpro and Telpro's  shareholders
will become shareholders of the Surviving Telpro.                               

REVERSE SPLIT IN CONNECTION WITH THE MERGER                                     

     The articles of  incorporation  of Surviving  Telpro will be  substantially
similar to those of Telpro, except for an amendment to effect a 1-for-20 reverse
split of the common  stock.  If the merger is approved by the  required  vote of
shareholders,  Telpro's  outstanding  shares (the "old  shares") of common stock
would be exchanged  for new shares of common stock in the exchange  ratio of one
new share for every 20 old shares. If the merger is approved by the shareholders
of Telpro,  the reverse split will become  effective upon the filing of the plan
of merger attached as Annex A with the Secretary of State of Colorado,  which is
expected to occur shortly after shareholder approval.                           

     The reverse split would reduce the number of  outstanding  shares of common
stock to  approximately  five percent  (5%) of the number of shares  outstanding
prior to the reverse split. Accordingly,  the Reverse Stock Split would decrease
the number of  outstanding  shares of common  stock to  approximately  1,000,000
million  shares.  The  reverse  split will not affect the  proportionate  equity
interest in Telpro of any holder of the common stock,  subject to the provisions
for  the  elimination  of  fractional   shares  as  described  below.   However,
shareholders should recognize that if the reverse split is approved,  they would
own a lesser number of shares than they  presently  own. If the reverse split is
approved, each outstanding share of common stock will be entitled to one vote at
each  meeting  of  shareholders  of Telpro,  as is the case with each  currently
outstanding  share. While a reduced number of outstanding shares of common stock
could adversely affect the liquidity of the common stock, the board of directors
does not believe that this is likely to happen.                                 

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     The board of directors believes that the current market value of the common
stock impairs Telpro's  ability to access the capital  markets,  and impairs the
acceptability  of  the  common  stock  by  members  of  the  investing   public.
Theoretically,  the  price  of  a  stock  should  not  (by  itself)  affect  its
marketability,  the type of investor who acquires it, or Telpro's  reputation in
the financial  community.  In practice this is not necessarily the case, as many
institutional  investors  look upon  low-priced  stock as unduly  speculative in
nature and, as a matter of policy, avoid investment in such stocks. Further, the
board of  directors  believes  that a lower  per-share  price  will  reduce  the
effective  marketability  of the common stock because of the  reluctance of many
leading  brokerage  firms to recommend  low-priced  stock to their  clients.  In
addition, a variety of brokerage house policies and practices tend to discourage
individual brokers within those firms from dealing in low-priced stocks. Some of
those policies and practices pertain to the payment of brokers'  commissions and
to time-  consuming  procedures that function to make the handling of low-priced
stocks unattractive to brokers from an economic standpoint. Many brokerage firms
also prohibit  investors from purchasing on margin stocks that are trading below
certain  prices per share.  Additionally,  the structure of trading  commissions
also tends to have an adverse  impact upon holders of  low-priced  stock because
the brokerage  commission on a sale of low-priced  stock generally  represents a
higher  percentage of the sales price than the commission on a relatively higher
priced stock. Therefore,  lower prices for the common stock may adversely affect
anyone who wishes to acquire  shares and  holders  who wish to  liquidate  their
holdings.                                                                       

     The reverse split is intended to result in a higher  per-share market price
for the common stock, both now and in the future.  Hopefully, this will increase
investor  interest and eliminate the  resistance  of brokerage  firms.  However,
there can be no assurance that the market price of a share of common stock after
the  reverse  split will be twenty  times the market  price  before the  reverse
split,  that the  marketability  of the common stock will increase,  or that the
Reverse Stock Split will otherwise have the desired effects described.          

     The board of  directors  desires to enhance the value of the common  stock.
The board of  directors  believes  that the value of the  common  stock  will be
significantly less, and efforts to enhance the value of the common stock will be
impaired, if the reverse split is not approved and implemented.                 

     Beginning  on the date  the  plan of  merger  is  filed  with the  Colorado
Secretary of State, each certificate  representing old shares will be deemed for
all corporate  purposes to evidence  ownership of new shares.  Shareholders  may
exchange their existing stock  certificates for certificates  representing their
new shares if they so choose.                                                   

     No fractional  shares will be issued.  Accordingly,  holders of old shares,
both of record and  beneficial,  who would  otherwise  be  entitled to receive a
fractional  new share will be  entitled  to receive  cash in lieu  thereof.  The
amount of cash to which such a holder  will be  entitled  will be the product of
the closing sale price of the common stock on the OTC Bulletin Board on the last
trading  day prior to the  closing,  multiplied  by the  number of shares of old
shares that would  otherwise be converted  into a fractional  new share.  Checks
representing  payment for fractional shares may be obtained by sending a written
request to: Telecommunication  Products, Inc., Attn: President, P. O. Box l7013,
Golden, Colorado 80402.                                                         

FEDERAL INCOME TAX CONSEQUENCES                                                 

     The  following  is a general  discussion  of  certain  federal  income  tax
consequences  of  the  merger  to  Telpro's  shareholders.  Although  it is  not
anticipated  that state or local income tax  consequences to  shareholders  will
vary  substantially  from the federal income tax  consequences  described below,
shareholders  are urged to consult their own tax advisors with respect  thereto,
as well as with respect to any foreign taxes applicable to foreign shareholders:

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     o    A shareholder  will  recognize no gain or loss upon the  conversion of
the Corporation's shares into the Surviving Telpro's shares;

     o    a shareholder's tax basis in the Surviving  Telpro's shares into which
          Telpro's  shares  are  converted  will be the same as the tax basis of
Telpro's shares; and                                        

     o    a shareholder's  holding period in the Surviving  Telpro's shares into
          which Telpro's shares are converted will include the holding period of
          Telpro's shares, if the shareholder holds the Corporation's  shares as
capital assets at the time of the merger.                   

     o    shareholders  who receive cash in lieu of a fractional  share interest
          will be treated as if Telpro purchased such fractional share interest.
          Such holder may  recognize  gain or loss  measured  by the  difference
          between the amount of cash  received and the pro rata basis in his old
shares.                                                     

ANTICIPATED ACCOUNTING TREATMENT                                                

     The  acquisition  will  be  accounted  for  by  the  "purchase"  method  of
accounting under generally accepted accounting principles.                      

EFFECTS OF MERGER                                                               

     The Surviving  Telpro will have the same directors as Telpro at the time of
the  merger.  It will also  have the same  officers  as Telpro  had prior to the
merger.  In addition,  the articles of incorporation and bylaws of the Surviving
Telpro will be substantially identical to Telpro's articles of incorporation and
bylaws  prior to the  merger,  except  for the  reverse  stock  split.  For more
information about the reverse stock split, see page 15.                         

     The  Surviving  Telpro  expects  its  common  stock to be listed on the OTC
Bulletin  Board,  where Telpro's  common stock is currently  listed and to trade
under the same symbol "TCLR".  The Surviving Telpro will be a reporting  company
under the Securities Exchange Act of 1934.                                      

     The  Surviving  Telpro  intends to follow  Telpro's  current  policy of not
paying  any  regular  dividends.  The  determination  of the  amount  of  future
dividends will be made by the Surviving Telpro's board of directors from time to
time  and  will  depend  on the  Surviving  Telpro's  future  earnings,  capital
requirements, financial condition and other relevant factors.                   

REGULATORY APPROVALS                                                            

     The merger has been  pre-approved  by the Colorado  Secretary of State.  No
federal or other state regulatory  approvals are required in connection with the
merger.                                                                         

RIGHTS OF DISSENTING TELPRO SHAREHOLDERS                                        

     The  following is a brief summary of the rights of holders of Telpro common
stock to dissent  from the merger and receive  cash equal to the "fair value" of
their  Telpro  common  stock.  The  dissenters'  rights also apply to holders of
Telpro  common  stock  who  wish  to  dissent  from  the  proposed  merger  with
Interleisure,   S.A.  For  more  information  about  the  proposed  merger  with
Interleisure,  S.A., please see page 21. This summary is not exhaustive, and you
should read  Article 113 of the  Colorado  Business  Corporation  Act,  which is
attached to this proxy statement as Annex C.                                    

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   If you are contemplating  the possibility of dissenting from the merger,  you
should carefully  review the text of Annex C,  particularly the procedural steps
required  to perfect  dissenters'  rights,  which are  complex.  You should also
consult  your legal  counsel.  If you do not fully  comply  with the  procedural
requirements of the statute, you will lose your dissenters' rights.             

WHO MAY EXERCISE DISSENTERS' RIGHTS                                   

     Under  Colorado  law,  shareholders  of  Telpro  have the  right,  by fully
complying with the applicable provisions of Article 113, to dissent with respect
to the merger and to receive from Telpro payment in cash for the "fair value" of
their  shares  after the merger is  completed.  The term "fair  value" means the
value of the shares immediately before the effective time of the merger.        

     A person having  beneficial  ownership of shares that are held of record in
the name of another  person,  such as a broker,  nominee,  trustee or custodian,
must act  promptly  to cause the record  holder to follow  the steps  summarized
below in a proper and timely  manner if the  beneficial  owner wishes to perfect
any dissenters' rights.                                                         

REQUIREMENTS FOR EXERCISING DISSENTERS' RIGHTS                        

Shareholders who desire to exercise their dissenters' rights must:    

     o    file a written  notice of intent to demand fair value for his,  her or
          its shares with Telpro before the shareholder vote is taken to approve
          the merger  agreement.  This written demand must be in addition to and
          separate  from  any  proxy  or vote  against  approval  of the  merger
agreement;                                                  
    o    not vote his, her or its shares in favor of the merger agreement; and
     o    follow the statutory  procedures  for perfecting  dissenters'  rights,
which are described below.                                  

     If  you  do not  satisfy  all of  these  conditions,  you  cannot  exercise
dissenters'  rights  and  will be bound by the  terms of the  merger  agreement.
Voting against,  abstaining from voting or failing to vote to approve the merger
agreement  does not  constitute  a demand for  appraisal  within the  meaning of
Colorado law.                                                                   

     A  shareholder's  failure  to  vote  against  the  approval  of the  merger
agreement  will not  constitute a waiver of dissenters'  rights.  However,  if a
shareholder  returns a signed proxy but does not specify a vote against approval
of the merger  agreement or  direction  to abstain,  the proxy will be voted for
approval of the merger agreement,  and the dissenters' rights of the shareholder
will be waived.                                                                 

     A  shareholder  must assert  dissenters'  rights with respect to all of the
shares  registered  in  the  holder's  name  except  where  certain  shares  are
beneficially  owned by another  person but registered in the holder's name. If a
record owner, such as a broker, nominee, trustee or custodian, wishes to dissent
with respect to shares  beneficially  owned by another  person,  the shareholder
must  dissent  with  respect to all of the  beneficial  owner's  shares and must
disclose the name and address of the beneficial owner on whose behalf dissent is
made.  Also, a  beneficial  owner of shares who is not the record owner of those
shares may assert  dissenters'  rights as to the  shares  held on that  person's
behalf,  provided that the beneficial  owner submits a written  consent from the
record  owner  to  Telpro  at or  before  the time the  dissenters'  rights  are
asserted.                                                                       

     Notices  of intent to  exercise  dissenters'  rights  should be filed  with
Telpro at:  Telecommunication  Products, Inc., P. O. Box l7013, Golden, Colorado
80402, Attn: President.                                                         

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APPRAISAL PROCEDURE                                                   

     After the  proposed  merger has been  approved by the  shareholders  at the
annual  meeting,  Telpro will send written notice to all  shareholders  who have
given written notice under the dissenters'  rights provisions and have not voted
in favor of the merger as described above. The notice will contain:             

     o    the address where the demand for payment and certificates representing
          shares of Telpro  common stock must be sent and the date by which they
must be received;                                           
     o    any restrictions on transfer of uncertificated  shares that will apply
after the demand for payment is received;                   
     o    a form for demanding  payment that requires  certification of the date
          the  shareholder,   or  the  beneficial  owner  on  whose  behalf  the
          shareholder dissents,  acquired the Telpro common stock or an interest
in it; and                                                  
     o    a copy  of  Article  113 of the  Colorado  Business  Corporation  Act,
          attached hereto as Annex C, and a brief  description of the procedures
to be followed under those provisions.                      

     If you wish to assert dissenters' rights and receive the fair value of your
shares,  you must demand  payment,  deposit  your  certificates  with Telpro and
provide any other  related  information  specified  in the notice  from  Telpro,
within  thirty  days after the notice is given.  If you fail to make  demand for
payment and deposit your  certificates  within the thirty-day  period,  you will
lose the right to  receive  fair  value for your  shares  under the  dissenters'
rights  provisions,  even if you  filed a timely  notice  of  intent  to  demand
payment.                                                                        

     Except as  provided  below,  after the later of the  effective  time of the
merger or Telpro'  receipt of a valid demand for  payment,  Telpro will have the
obligation  to  remit  to each  dissenting  shareholder  who  complied  with the
requirements  of  the  Colorado  Business  Corporation  Act  the  amount  Telpro
estimates to be the fair value of the  shareholder's  Telpro common stock,  with
interest  starting  five days after the  effective  time of the merger at a rate
prescribed by statute.  Telpro will include the following  information  with the
payment:                                                                        

     o    Telpro'  closing  balance sheet and statement of income for the fiscal
          year ending no more than sixteen  months before the effective  date of
          the  merger,  together  with the latest  available  interim  financial
statement;                                                  
     o    Telpro'  estimate  of  the  fair  value  of  the  shares  and a  brief
description of the method used to reach that estimate;      
     o    a copy  of  Article  113  of the  Colorado  Business  Corporation  Act
(attached hereto as Annex C); and                           
     o    a brief  description  of the  procedures  to be followed in  demanding
supplemental payment.                                       

     Telpro may  withhold  payment for any person who was not a  shareholder  on
September 4, 2001, the date the merger was first announced to the public, or who
is dissenting on behalf of a person who was not a beneficial owner on that date.
If the dissenter has complied with the procedures  described above, Telpro shall
send a statement to the dissenter setting forth the above information as well as
the reason for  withholding  the remittance and an offer to pay to the dissenter
the  estimate  of the  fair  value  of the  shares,  with  interest,  as a final
settlement of the dissenting shareholder's demand for payment.                  

     If you are dissatisfied  with your payment or offer, you may, within thirty
days of the payment or offer for payment, notify Telpro in writing of and demand
payment of your estimate of the fair value of your shares plus interest,  to the
extent that your estimate  exceeds Telpro'  payment or offer.  Within sixty days
after receipt by Telpro of any dissenting  shareholder's demand for supplemental

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payment,  Telpro  shall  either pay to the  dissenter  the  supplemental  amount
demanded or agreed to by the dissenter  after  discussion  with Telpro or file a
petition  in court  requesting  that the court  determine  the fair value of the
shares,  plus  interest.  The  petition  shall  be filed  in  Jefferson  County,
Colorado,  and shall name as parties all dissenting  shareholders  whose demands
remain unsettled.                                                               

     The court may appoint one or more  appraisers to receive  evidence and make
recommendations  to the court as to the amount of the fair value of the  shares.
The court shall  determine  whether the  shareholder or shareholders in question
have fully complied with the  requirements of this section,  and shall determine
the fair value of the shares,  taking into account any and all factors the court
finds relevant, computed by any method or combination of methods that the court,
in its  discretion,  sees  fit to use,  whether  or not used by  Telpro  or by a
dissenter. The fair value of the shares as determined by the court is binding on
all dissenting shareholders.  If the court determines that the fair value of the
shares is in excess of any amount remitted by Telpro,  then the court will enter
a  judgment  for cash in favor of the  dissenting  shareholders  in an amount by
which the value  determined  by the court,  plus  interest,  exceeds  the amount
previously remitted.                                                            

     The court will  determine  the costs and expenses of the court  proceeding,
including the reasonable  expenses and compensation of any appraisers  appointed
by the court,  and assess them against Telpro,  except that the court may assess
part or all of the costs against any  dissenting  shareholders  whose actions in
demanding  supplemental  payments  are  found  by  the  court  to be  arbitrary,
vexatious  or not in  good  faith.  If the  court  finds  that  Telpro  did  not
substantially  comply with the  relevant  provisions  of section of the Colorado
Business  Corporation Act, the court may also assess against Telpro any fees and
expenses of attorneys or experts that the court deems  equitable.  The court may
also assess  those fees and  expenses  against any party if the court finds that
the party has acted  arbitrarily,  vexatiously  or not in good faith in bringing
the proceedings. The court may award, in its discretion, fees and expenses of an
attorney  for the  dissenting  shareholders  out of the  amount  awarded  to the
shareholders,  if it finds the  services  of the  attorney  were of  substantial
benefit to the other  dissenting  shareholders and that those fees should not be
assessed against Telpro.                                                        

     FAILURE  TO FOLLOW  THE  STEPS  REQUIRED  BY  ARTICLE  113 OF THE  COLORADO
BUSINESS  CORPORATION  ACT FOR PERFECTING  DISSENTERS'  RIGHTS MAY RESULT IN THE
LOSS OF SUCH RIGHTS.                                                            

DESCRIPTION OF CAPITAL STOCK OF SURVIVING TELPRO                                

     The  following  description  of  capital  stock  is a  summary  of  certain
provisions of Telpro's Articles of Incorporation, a copy of which is filed as an
exhibit to Telpro's Annual Report on Form 10-K. The authorized  number of shares
of each  class of  capital  stock  and the par  value  thereof  per share are as
follows: 100 million shares of common stock, no par value, and 50 million shares
of preferred  stock, $1 par value. The terms and provisions of the capital stock
of the Surviving Telpro will be substantially  identical to those of the capital
stock of Telpro.                                                                

     DESCRIPTION OF COMMON STOCK. An owner of common stock of Telpro may receive
dividends  when declared by the board of directors.  Subject to the terms of any
outstanding  preferred stock,  owners of common stock may not receive  dividends
until Telpro has  satisfied  its  obligations  to any holders of such  preferred
stock.  Each  share of common  stock of Telpro  is  entitled  to one vote in the
election of directors and on other matters. There is no cumulative voting.      

     The common stock is not redeemable or  convertible.  If Telpro  liquidates,
dissolves or winds-up  its  business,  whether  voluntarily  or not,  holders of
common  stock of Telpro  will share  equally in the  distribution  of all assets
remaining after Telpro pays creditors and preferred shareholders.               

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     The outstanding  shares of Telpro's common stock are, and the shares of the
Surviving  Telpro to be  distributed  upon  consummation  of the merger will be,
validly issued, fully paid and non-assessable.                                  

     The  transfer  agent  for  Telpro's  common  stock is  Computershare  Trust
Company, Inc. It will also serve as transfer agent for the Surviving Telpro.    

     DESCRIPTION OF PREFERRED  STOCK.  Telpro may from time to time issue shares
of preferred stock in series.  The board of directors is authorized to designate
the series and to fix the relative voting,  dividend,  conversion,  liquidation,
redemption and other rights, preferences and limitations as between series. When
preferred  stock is issued,  holders of common stock are subject to the dividend
and  liquidation  preferences  and other prior  rights of the  preferred  stock.
Currently, there is no authorized series of preferred stock.                    

     The board of  directors,  without  the prior  consent  of holders of common
stock,  could issue series of preferred stock with voting and conversion  rights
that could  materially  adversely  affect the  voting  rights of the  holders of
common stock. The issuance of shares of preferred stock to management,  existing
shareholders  or others could result in a situation  where the record holders of
such shares of preferred stock could have a significantly  disproportionate vote
on certain material  matters.  In the event of a proposed merger,  tender offer,
proxy contest or other attempt to gain corporate control,  it would be possible,
subject  to  any  limitations   imposed  by  applicable  law,  the  Articles  of
Incorporation,  and the applicable rules of the securities  exchanges upon which
the common stock may be listed,  for the board of  directors,  without the prior
consent of holders of common  stock,  to  authorize  the issuance of one or more
series of preferred  stock with voting  rights or other  rights and  preferences
which would impede the success of such  proposed  merger,  tender  offer,  proxy
contest or other attempt to gain corporate  control.  There are no current plans
to issue any shares of preferred stock.                                         

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" THE FOREGOING
PROPOSAL AND, UNLESS A STOCKHOLDER  GIVES  INSTRUCTIONS ON THE PROXY CARD TO THE
CONTRARY, THE APPOINTEES NAMED THEREON INTEND SO TO VOTE.                       

THE INTERLEISURE MERGER (Item 4 on Proxy Card)

GENERAL                                                                         

     Subject to the  conditions  set forth in the  Agreement  and plan of merger
between Telpro,  Interleisure,  and the four shareholders of Interleisure  dated
June 25,  2001,  a copy of which is  attached as Annex B,  Interleisure  will be
merged with and into Telpro.                                                    

     Under  the  terms of the  merger,  each  issued  and  outstanding  share of
Interleisure  common  stock will be  converted  into the right to receive  10.68
newly issued shares of Telpro common stock.  Pursuant to the merger,  21,368,160
shares of Telpro common stock will be issued to the  Interleisure  shareholders.
As a result,  immediately  following  the merger,  the four former  Interleisure
shareholders  will hold 95.0% of the  then-outstanding  shares of Telpro  common
stock.                                                                          

     We have not  registered  the common stock to be issued to the  Interleisure
shareholders.  Rather,  we intend to rely on exemptions  under  Regulation S and
Section 4(2) from the  registration  requirements of Section 5 of the Securities
Act of 1933 with respect to the merger. Accordingly,  Telpro common stock issued
in connection with the merger will be "restricted" and may not be transferred or
resold without an applicable  exemption or registration under the Securities Act
of 1933.                                                                        

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   The merger will be completed  when all of the conditions to completion of the
merger are satisfied or waived,  including  approval of the merger  agreement by
Telpro  shareholders.  The merger will become  effective when articles of merger
are duly  filed  with the  Colorado  Secretary  of State or at such  other  time
specified  in the  articles of merger as Telpro and  Interleisure  agree.  It is
contemplated  that the merger will be consummated  as soon as practicable  after
the  satisfaction  or waiver of each of the  conditions  set forth in the merger
agreement.                                                                      

BACKGROUND AND PURPOSE                                                          

     The terms and  conditions  of the merger  agreement  and the merger are the
result of arm's-length  negotiations between Telpro and Interleisure.  Set forth
below is a summary of the  background of such  negotiations  between  Telpro and
Interleisure and certain related matters preceding such negotiations.           

     Robert Russell,  President of  Interleisure,  initially  approached  Telpro
several years ago about the possibility of a merger.  For many months  following
the initial discussion,  officers of Telpro had numerous telephonic  discussions
with Mr. Russell  regarding a possible merger with various  entities in which he
has had some level of involvement.                                              

     During  that time  frame,  Telpro was also  approached  by other  companies
regarding  the  possibility  of a merger.  Telpro signed a letter of intent with
another company in September, 2000. During the period that that letter of intent
was in place,  Telpro did not negotiate with other entities;  however,  problems
with completing the proposed  transaction ensued on both sides, and eventually a
mutual release was signed by both entities in March,  2001, so that Telpro could
pursue other options.                                                           

     Following the execution of the release in March,  Mr.  Russell again raised
the  possibility  of a  merger  between  Interleisure  and  Telpro  with  Donald
Ranniger,  President of Telpro, and Leslie Ranniger, Mr. Ranniger's daughter and
counsel to Telpro. During March, 2001, numerous discussions took place regarding
the terms of a merger between Telpro and Interleisure in consultation with their
legal advisors.  It was agreed to proceed with due diligence  investigations and
preparation of definitive agreements.                                           

     On May 1,  2001,  the  board of  directors  of  Telpro  considered  a draft
agreement  regarding the merger with  Interleisure  and met with Mr. Russell and
Dennis Johnston,  counsel for Interleisure in Denver,  Colorado.  As a result of
the  discussions,  further  negotiations  and revisions to final  documents took
place during May and June, 2001.                                                

     On June 25, 2001,  the Telpro  board of  directors  reviewed and approved a
revised merger  agreement.  The agreement was signed effective June 25, 2001 and
was publicly announced.                                                         

REASONS FOR THE MERGER                                                          

     The Telpro board of directors  believes  that  combining  the  resources of
Telpro and  Interleisure  pursuant to the merger  could  provide  Telpro and the
Telpro  shareholders with an opportunity for long-term growth and profitability.
In  assessing  the  proposed  merger,  management  of Telpro  reviewed  the past
performance and future  potential of Interleisure,  Interleisure's  existing and
proposed  product  lines,  and the  capabilities  of  Interleisure's  management
personnel,  as compared to other potential candidates for a business combination
with Telpro.  Among the factors that  contributed to the  recommendation  of the
Telpro  board to approve the merger are,  in order of relative  importance,  (i)
Interleisure's  innovative line of technology and Internet  related  proprietary
products,  (ii) the  potential for sales growth if such products are accepted as
industry standards,  and (iii) the capabilities of Interleisure's  technical and
management  personnel.  Although  Interleisure's  lack of operating  history and
profitable business operations has caused some concern, the management of Telpro
attributes  such matters  primarily  to the costs and risks  inherent in any new

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business  enterprise.  The Telpro board also  considered  that Telpro's  current
business model has generated insufficient revenues and no net profits and is not
expected  to do so in the  foreseeable  future and that  Telpro's  market  niche
appears  to have  fallen  out of favor in the  investment  community,  making it
extremely difficult for Telpro to raise investment capital.                     

     Based on all of the  foregoing  and such other  factors as the Telpro board
may  have  deemed  appropriate,  the  Telpro  board  believes  that  the  merger
represents the best opportunity for the redeployment of Telpro's limited assets.
With respect to its decision, the Telpro board did not retain any third party to
conduct an independent valuation of Interleisure or render a fairness opinion as
to the merger, because Telpro has no funds to pay for the cost of an independent
valuation or opinion.  The  officers of Telpro and  Interleisure  determined  by
negotiation the number of shares of Telpro common stock to be issued to the four
Interleisure  shareholders  in  connection  with the  merger.  The Telpro  board
previously had other offers with less  favorable  exchange  ratios,  and because
this was the best offer received by Telpro in recent history,  it was determined
to recommend approval of the merger to the shareholders.                        

     The Telpro board of directors also considered certain potentially  negative
factors  that may result  from the  merger,  including  the  following:  (i) the
expectation that the merger might not result in any earnings; (ii) the potential
adverse  effect  the  market  price  of  Telpro  common  stock  if  revenue  and
profitability  expectations for the combined company are not achieved; (iii) the
risk that the combined company might not achieve the expected operating results;
(iv) the  adverse  effects  of  one-time  charges  expected  to be  incurred  in
connection with the costs of the merger; (v) the risk that other benefits sought
to be achieved  by the merger  would not be  obtained;  and (ix) the other risks
described above under Risk Factors at page 7.                                   

     The Telpro board  concluded that these  negative  factors are outweighed by
the potential  benefits of the merger. The above discussion does not include all
of the  information  and factors  considered by Telpro's  board. In reaching its
decision to approve the merger,  the Telpro board did not assign any relative or
specific  weight to the factors  considered,  and individual  directors may have
given  different  weights  to  different  factors.  The Telpro  board  based its
position and recommendation on the information as a whole presented to it.      

MERGER PROCEDURE AND APPROVAL                                                   

     Pursuant to the provisions of the Colorado  Business  Corporation  Act, the
board of  directors  of Telpro  adopted a  resolution  approving  the  merger of
Interleisure with and into the Telpro. Subject to the approval of the holders of
at least a majority of the  outstanding  shares of Telpro's common stock and the
fulfillment or waiver of certain other conditions described herein, Interleisure
will  be  merged  into  Telpro  and  Interleisure's   shareholders  will  become
shareholders of Telpro.                                                         

     The merger will  become  effective  when  articles of merger are duly filed
with the  Colorado  Secretary  of State or at such other time  specified  in the
articles of merger as Telpro and Interleisure agree.                            

INTERESTS OF TELPRO OFFICERS AND DIRECTORS IN THE MERGER                        

     When  considering the  recommendation  of Telpro's board of directors,  you
should be aware that some of Telpro's  directors  and  executive  officers  have
interests in the merger and have arrangements that are different from, or are in
addition to, their interests as shareholders of Telpro generally.  Specifically,
Donald  E.  Ranniger,  President,  Treasurer,  and  Chairman  of  the  board  of
directors, and Clara H. Ranniger, Vice President, Secretary, a director, and the
wife of Mr.  Ranniger,  or a corporate  affiliated  with them are owed  deferred
compensation  from Telpro in an amount of over  $700,000.  In  exchange  for the
forgiveness of such liability,  under the terms of the merger agreement,  Donald
E. Ranniger,  President,  Treasurer,  and Chairman of the board of directors, or
his  affiliated  corporation,  will receive a $175,000 cash  payment,  a $25,000

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promissory  note,  the issuance of 381,000  shares of Telpro common  stock,  and
certain  inventory and  proprietary  information of Telpro that has been written
off for financial  reporting  purposes and is not a part of the business plan of
the combined company following the merger. As a result,  Mr. and Mrs.  Ranniger,
who currently own  approximately  33.8% of the issued and outstanding  shares of
Telpro common stock, could be more likely to support approval of the merger than
if they did not have  these  rights  under  the  merger  agreement.  You  should
consider  whether  these  interests  may have  influenced  these  directors  and
executive officers to support and recommend the merger.                         

     Telpro's board of directors was aware of and considered  these interests in
approving the merger  agreement  and  recommending  that  Telpro's  shareholders
approve the merger agreement.                                                   

FEDERAL INCOME TAX CONSEQUENCES                                                 

     The  following  is a general  discussion  of  certain  federal  income  tax
consequences  of  the  merger  to  Telpro's  shareholders.  Although  it is  not
anticipated  that state or local income tax  consequences to  shareholders  will
vary  substantially  from the federal income tax  consequences  described below,
shareholders  are urged to consult their own tax advisors with respect  thereto,
as well as with respect to any foreign taxes applicable to foreign shareholders:

     o    a shareholder will recognize no gain or loss upon the effectiveness of
the merger with Interleisure;                               

     o    a shareholder's tax basis in the Telpro's shares will remain the same;
and                                                         

     o    a shareholder's  holding period in the Telpro's shares will remain the
same.                                                       

     Interleisure  shareholders have agreed to consult their own tax advisors as
to the specific tax  consequences  to them of the merger,  including  applicable
federal, state, and foreign tax consequences.                                   

DIRECTORS AND OFFICERS OF TELPRO AFTER THE MERGER                               

     At the closing of the merger, all existing directors and officers of Telpro
shall  resign  and  the  directors  and  officers  of  Interleisure  will be the
directors and officers of Telpro.  For more information  about the directors and
officers of Telpro following the merger, see pages 24 and 28.                   

CERTAIN COVENANTS AND AGREEMENTS                                                

     Under the merger  agreement,  Telpro  and  Interleisure  have made  certain
covenants and agreements  regarding the operation of Telpro following the merger
that  are to  remain  effective  for a period  of one year  from the date of the
merger.  The covenants  and  agreements of Telpro  include,  limitations  on the
following types of actions:                                                     

o    issuance of compensatory stock and stock options;                

o    creation of new classes or series of stock;                      

o    redemption of stock;                                             

o    declaration and payment of dividends;                            

     o    mergers,  sales of  substantially  all  assets of  Telpro,  or similar
transactions;                                               

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    o    incurring indebtedness other than in the ordinary course of business;

     o    amendment,   repeal  or  waiver  of  provisions  of  the  articles  of
incorporation or bylaws;                                    

     o    pay annual compensation in excess of $150,000 in the case of the chief
          executive  officer of Telpro,  or $100,000 for other employees  unless
  determined otherwise by an independent compensation committee.

ANTICIPATED ACCOUNTING TREATMENT                                                

     The  acquisition  will  be  accounted  for  by  the  "purchase"  method  of
accounting under generally accepted accounting principles.                      

EFFECTS OF MERGER                                                               

     The combined company will have the articles of incorporation  and bylaws of
Telpro prior to the merger.  The combined company expects its common stock to be
listed on the OTC  Bulletin  Board,  where  Telpro's  common  stock is currently
listed and to trade under the same symbol "TCLR". The combined company will be a
reporting company under the Securities Exchange Act of 1934.                    

     The  combined  company  intends to follow  Telpro's  current  policy of not
paying  any  regular  dividends.  The  determination  of the  amount  of  future
dividends will be made by the combined company's board of directors from time to
time  and  will  depend  on the  combined  company's  future  earnings,  capital
requirements, financial condition and other relevant factors.                   

REGULATORY APPROVALS                                                            

     No federal or other state  regulatory  approvals are required in connection
with the merger.                                                                

RIGHTS OF DISSENTING TELPRO SHAREHOLDERS                                        

     Under Colorado Law, Telpro  shareholders are entitled to dissenters' rights
regarding  the merger with  Interleisure.  For complete  information  about your
dissenters'  rights  and  how to  exercise  them,  please  see  page  17,  where
information about the same dissenters'  rights appears in the description of the
corporate status merger.                                                        

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 DESCRIPTION OF INTERLEISURE, S.A.

OVERVIEW                                                                        

     Interleisure is a software  development and licensing company  specializing
in the "Fourth Technology Phase" of personal  communications,  namely, video and
audio interactive telecommunications.  Interleisure's first product will combine
online  videoconferencing  with  scheduling  and payment  processing  systems to
provide  unique  solutions  for hourly  service  providers,  including  doctors,
lawyers, accountants, and other professional service providers.                 

THE COMPANY                                                                     

     Interleisure  was formed as a  corporation  under the laws of the Dominican
Republic in 1996. It is privately held by four shareholders. Its stock has never
been publicly traded, so there has not been a market price for its common stock.

     Interleisure  has its principal  executive  offices located at Avenue 27 de
Febrero esq.  Tiradentes,  Plaza  Merengue,  de piso,  Suite 202, Santa Domingo,
Dominican Republic.  Interleisure  anticipates moving its corporate headquarters
to Los Angeles,  California  in the third  quarter of 2001 and will  maintain an
office in the  Dominican  Republic for the further  development  of  proprietary
software.                                                                       

     Interleisure  has been a development  stage company,  and has not generated
any significant revenues. As a result, it has never paid any dividends.         

BUSINESS                                                                        

     Interleisure is an "application service provider" that is ready to bring to
market an e-commerce  conferencing  solution for professional  consultants.  The
market for  Interleisure's  product  includes such  conventional  consultants as
attorneys,  physicians,  accountants,  architects,  real estate agents, computer
programmers,   educators,   and   stockbrokers,   as  well  as  such   decidedly
non-conventional professionals as psychics and astrologers.                     

     Regardless of their field of expertise,  all consultants  share the need to
meet and confer with  clients  and  potential  clients,  both for the purpose of
establishing and maintaining  relationships and for the purpose of collaborating
on documents and other materials.  Traditionally,  consultants have accomplished
this by holding  in-person  meetings  with their  clients.  In-person  meetings,
however,  require at least one of the  participants to physically  travel to the
meeting  site and, as a result,  are  inconvenient,  time-consuming,  and,  when
consultants and clients are not located in the same city, impractical.          

     With the emergence of the Internet,  however,  the potential now exists for
consultants to confer with their clients  through a new  communications  channel
combining the  convenience and  distance-spanning  capabilities of the telephone
with the capacity for full collaboration and visual interaction  provided in the
past  only  by  in-person   meetings.   Through  a  variety  of   Internet-based
conferencing  tools  such  as  video  conferencing,  text-based  chat,  document
sharing,  whiteboarding,  application  sharing,  and remote personal  computers'
desktop  control,  the  Internet  has the  ability  to enable  real-time,  fully
collaborative  interactions  between  consultant and client without the need for
either to leave home or office.                                                 

     While these new  Internet-based  technologies  enable on-line  conferencing
between consultants and clients, they do not provide the marketing, calendaring,
scheduling,  invoicing,  and payment  functions  necessary in a true  e-commerce
enabled conferencing solution for consultants.                                  

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THE INTERLEISURE SOLUTION                                             

     Management of  Interleisure  believes that the  Interleisure  system is the
first  e-commerce  enabled  conferencing   platform  designed  specifically  for
consultants. Their in-house team of software engineers has developed proprietary
software  tailored  to the  specific  needs of  consultants  and  designed  from
inception to seamlessly integrate with all existing Internet-based  conferencing
and  collaborative  technologies,  including  videoconferencing,   document  and
application  sharing,  whiteboarding,  text-based chat, instant  messaging,  and
remote PC desktop control. As a result, Interleisure is ready to bring to market
a turnkey,  easy-to-use, and cost-effective Internet-based conferencing solution
with the following features:                                                    

     o    On-line  directory  allowing  consultants  to  globally  market  their
services;                                                   

     o    Automated  scheduling  of on-line  meetings  between  consultants  and
clients;                                                    

o    Fully interactive on-line conferencing and collaboration; and    

o    Electronic invoicing and collection of fees.                     

     The   Interleisure   system  consists  of  components   integrated  into  a
comprehensive   solution.   The  components  include   directory,   calendaring,
scheduling, session management, and invoicing functions. Interleisure integrated
these  proprietary  elements with existing  on-line  conferencing  technologies.
Interleisure  currently  uses  Microsoft   Netmeeting(R)  for  audio  and  video
conferencing  capabilities,  a Win32 Client for consultant  side control,  a Web
(ASP driven) for consumer control, and a multi-headed Win32 sockets-based server
for multi-point  communication.  Interleisure uses a SQL Server 7.0 for database
management. The back-end platform runs completely on Windows 2000(R).           

BENEFITS OF THE INTERLEISURE SOLUTION                                 

     The Interleisure  platform offers consultants the opportunity to market and
provide their services to anyone in the world with access to a personal computer
and an Internet  connection.  Consultants  who are  members of the  Interleisure
network  will  be  able  to  expand   their  client  bases  beyond   traditional
geographical constraints, will be able to more efficiently and effectively serve
their existing clients,  and will enjoy increased  revenues as a result of being
able to use  their  time  more  efficiently  and to  collect  fees for a greater
percentage of their time spent conferring with clients.                         

MARKETING STRATEGY                                                    

     Although  individual  consultants will be the end users of the Interleisure
system,   management  does  not  intend  to  market  the  system  to  individual
consultants.  Instead,  the strategy is to form alliances  with other  companies
that already provide services to large numbers of consultants.  These companies,
which will become strategic distribution partners,  include existing portals for
communities of consultants and major Internet and application service providers.
Interleisure  is  confidant  that this  strategy  will  result  in rapid  market
penetration for its services  without the large  advertising,  promotional,  and
transaction  costs that would be  entailed  by a  marketing  strategy  targeting
individual consultants.                                                         

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PRICING STRATEGY                                                      

     Interleisure's  pricing  strategy  is  designed  to make  the  Interleisure
solution  extremely  attractive to consultants while generating high profits for
Interleisure itself.  Interleisure will charge each consultant who subscribes to
the service an annual database  management fee of $50. In addition,  consultants
will be charged a session  management fee for each on-line  conference  over the
Interleisure  network.  The session  management  fee will be an amount  equal to
2.5%,  or in some cases 5%, of the fee paid to a  consultant  by a client for an
on-line  conference.  Given this fee structure,  the Interleisure  system should
prove to be profitable  for the average  consultant  after only a single on-line
conference with a client.                                                       

COMPETITION                                                                     

     Although the field of interactive Internet-based  communications is rapidly
evolving and increasingly  competitive,  management believes that Interleisure's
network and  proprietary  software  may provide  the only  on-line  conferencing
solution that meets the needs of professional  consultants.  The  Internet-based
conferencing  solutions  currently  available  in the  marketplace  are directed
toward the  business-to-business  markets.  They  support  on-line  conferencing
between  companies and their  partners,  suppliers,  commercial  customers,  and
off-site employees. They do not provide a comprehensive solution integrating the
directory, marketing, calendaring,  scheduling, and electronic payment functions
included in the Interleisure solution.                                          

MANAGEMENT OF TELPRO FOLLOWING THE MERGER                                       

  Following the merger, the Telpro officers and directors will consist of:

                                                                [Download Table]


Name                Age  Position                                                 
----                ---  --------                                                 
                                                                                  
Robert Russell      34   Chief Executive Officer, President and Director          

James J. Johnson    43   Chief Financial Officer/Chief Operating Officer, Director

Dennis H. Johnston  48   Executive Vice President, Secretary,                     
                         General Counsel, Director                                

     ROBERT RUSSELL will become the Chief  Executive  Officer of Telpro and will
manage the overall business  affairs of the company.  He is a native of Northern
Ireland and attended Damelin College in South Africa, where he obtained a degree
in finance and management sciences.  Mr. Russell spent over ten years working in
the leisure and entertainment  industry,  including service as Managing Director
of Selective  Leisure  Holdings,  where he directed South African  operations in
hospitality and accommodations, in addition to a deluxe casino and entertainment
complex. Mr. Russell expanded the entertainment and casino operations to build a
highly profitable chain of eight  entertainment  complexes spread throughout the
region with annual revenues exceeding US $64 million. During this period, he was
instrumental  in  the  deployment  and  successful   development  of  technology
programs,   which  underpinned   security,   financial  and  state  of  the  art
communication  and conference  systems.  In 1995, he purchased the entertainment
and casino  operations from the  Intercontinental  Hotel group for the Caribbean
nation of the Dominican Republic. In 1998, Mr. Russell sold his interests in the
entertainment   industry  to  concentrate   his  efforts  upon   development  of
Interleisure's business.                                                        

     JAMES J.  JOHNSON  will become the Chief  Financial  Officer of Telpro.  He
brings a successful track record as a CFO and CEO in rapid growth companies,  as
well as finance and  accounting  skills honed during a long career in leadership
roles in "Big Five"  accounting  firms.  In his most  recent  position as CEO of
bizsolutions,  inc., Mr. Johnson  managed a startup company to 100% sales growth
during  each year of his tenure.  He was  previously  the CFO of Imagyn  Medical
Technologies Systems, Inc., another startup venture at which he oversaw a growth
in annual sales to over $100 million.  For the 5 years  immediately prior to his

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joining  Imagyn,  Mr. Johnson had been a partner of the accounting  firm Ernst &
Young.  Before  joining Ernst & Young,  he had been with Arthur  Anderson for 16
years, the last 6 years as a partner.                                           

     DENNIS H.  JOHNSTON,  ESQ.  will become  General  Counsel,  Executive  Vice
President and Secretary of the combined  company.  Mr. Johnston has more than 20
years of experience as a practicing attorney  specializing in the representation
of corporations  and financial  institutions.  He has assisted in organizing and
financing numerous private and publicly traded companies and has handled mergers
and  acquisitions  with a total  value in excess  of $3  billion.  Mr.  Johnston
received  undergraduate  degrees in business and  economics  from UCLA and a law
degree with Dean's List Honors from Loyola  University of Los Angeles,  where he
was an Editor of The Loyola Law Review. He is a former partner at the nationally
recognized  law  firms of  Manatt,  Phelps,  Rothenberg,  & Tunney,  and  Wyman,
Bautzer, Kuchel & Silbert.                                                      

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS OF INTERLEISURE, S.A. 

     Interleisure has not yet commenced its planned principal  operations and it
has not yet had an any revenues from  operations.  Interleisure is a development
stage company and has been focusing on the  development of its suite of software
and other technology in order to commence operations.                           

     Interleisure is currently devoting significant efforts to obtaining private
financing to fund the  continued  development  of its  technology  and software.
Significant  additional  cash  will  be  required,  and  at  least  $500,000  of
additional  operating  capital will be required  during fiscal year ending March
31, 2002, and another $500,000 for another six months thereafter,  assuming that
expenses remain at their current level.  Such funds will be required even if the
merger is  consummated,  as operations  from Telpro are not expected to generate
any cash flow in the foreseeable  future. It is uncertain  whether  Interleisure
will be able to obtain the required financing on acceptable terms. Management is
devoting substantial company resources to this process.                         

     Interleisure  expended $489,373 in research and development expenses during
the year ended  December  31, 2000.  This  research  and  development  consisted
primarily of software development of its integrated suite of programs.  Specific
aspects of this software  suite of programs that were the subject of development
include directory functions, calendaring and scheduling functions,  conferencing
and collaboration functions, and electronic payment and billing functions.      

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 PRO FORMA SELECTED FINANCIAL DATA

     The following pro forma selected  financial data is derived from and should
be read together with the information  provided Annex D captioned "Unaudited Pro
Forma  Condensed  Combined  Financial  Statements"  and the notes  thereto.  The
selected  unaudited pro forma combined  financial  information is based upon the
historical financial statements of Telpro, adjusted for the Interleisure merger,
and other transactions.  The unaudited pro forma combined condensed statement of
operations  data for the three  months  ended  June 30,  2001 and the year ended
March 31, 2001 is presented as if the Interleisure merger and other transactions
had occurred on April 1, 2000.  The unaudited pro forma  combined  balance sheet
data at June 30, 2001 is presented as if the Interleisure merger had occurred on
June 30, 2001.                                                                  

     The summary  unaudited pro forma combined  condensed  financial data is for
illustrative  purposes  only and does not  necessarily  indicate  the  operating
results or financial position that would have been achieved had the Interleisure
merger and other transactions been completed as of the dates indicated or of the
results  that may be  obtained  in the future.  In  addition,  the data does not
reflect synergies that might be achieved from combining these operations.       

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AT JUNE 30, 2001                 

                                                        [Enlarge/Download Table]

                                                          Telpro    Interleisure   Adjustments     Consolidated
                                                        ----------  ------------   -----------     ------------
                                                                                                               
       Assets:                                                                                                 
       Current assets.................................  $    1,793   $   69,517                     $   71,310 
       Property and equipment, net....................                   30,079                         30,079 
       Other..........................................                    2,501                          2,501 
                                                                     ----------                     ---------- 
       Total assets...................................  $    1,793   $  102,097    $        0       $  103,890 

       Liabilities and Stockholders Deficiency:                                                                
       Current liabilities............................  $  722,208   $1,293,825                     $2,016,033 
       Common stock...................................     733,768      237,388    (1,454,183)(2)     (483,027)
       Accumulated deficit............................  (1,454,183)  (1,429,116)    1,454,183 (2)   (1,429,116)
                                                        ----------   ----------    ----------       -----------
       Total liabilities and stockholders                                                                      
       deficiency.....................................  $    1,793   $  102,097    $        0       $  103,890 

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THREE MONTHS ENDED JUNE 30, 2001                  

                                                          Telpro    Interleisure   Adjustments     Consolidated
                                                        ----------  ------------   -----------     ------------

       Revenues.......................................  $      -0-   $      -0-                     $      -0- 
       Expenses:                                                                                               
       General and administrative.....................      33,286       98,812                        132,098 
       Research and development.......................         -0-          -0-                                
       Foreign currency translation...................         -0-          -0-                            --- 
                                                        ----------   ----------                     ---------- 
       Net income (loss)..............................    ($33,286)    ($98,812)                     ($132,098)

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UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR YEAR ENDED         
MARCH 31, 2001                                                                  

                                                        [Enlarge/Download Table]

                                                  Telpro    Interleisure  Adjustments   Consolidated
                                                ----------  ------------  -----------   ------------
                                                                                                    
Revenues.......................................   $81,509    $     -0-    ($75,000)(1)   $   6,509  
Expenses:                                                                                           
General and administrative.....................    67,501      306,726                     374,227  
Research and development.......................       -0-      489,373                     489,373  
Foreign currency translation...................       -0-        3,331                       3,331  
                                                  -------    ---------     ---------     ---------  
Net income (loss)..............................   $14,008    ($799,430)     ($75,000)    ($860,422) 

-----------------                                                               
(1)  Intercompany fee is being eliminated                                       

(2)  Equity at acquisition is eliminated                                        

 SECTION 16(A) REPORTING

     Section  16(a)  of  the  Securities  Exchange  Act  of  1934  requires  the
Corporation's  executive  officers and directors and holders of greater than 10%
of Telpro's  outstanding common stock to file initial reports of their ownership
of  Telpro's  equity  securities  and reports of changes in  ownership  with the
Securities and Exchange Commission and the New York Stock Exchange. Based solely
on a review of the  copies of such  reports  furnished  to  Telpro  and  written
representations from Telpro's executive officers and directors,  Telpro believes
that all Section 16(a) filing requirements were complied with in the fiscal year
ended March 31, 2001.                                                           

 OTHER MATTERS

     The board of directors  does not intend to bring other  matters  before the
annual meeting except items incident to the conduct of the meeting.  However, on
all matters  properly brought before the meeting by the board of directors or by
others,  the  persons  named as  proxies  in the  accompanying  proxy,  or their
substitutes, will vote in accordance with their best judgment.                  

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

     Certain  of the  information  relating  to  Telpro,  Interleisure  and  the
combined  company  contained  or  incorporated  by  reference  into  this  proxy
statement is forward-looking in nature. All statements  included or incorporated
by  reference  into this  proxy  statement  or made by  management  of Telpro or
Interleisure,  other than  statements of  historical  fact  regarding  Telpro or
Interleisure,  are  forward-looking  statements.   Examples  of  forward-looking
statements include statements regarding Telpro's, Interleisure's or the combined
company's future financial  results,  operating  results,  business  strategies,
projected costs, products and competitive positions, and plans and objectives of
management   for  future   operations.   In  some   cases,   you  can   identify
forward-looking  statements by  terminology,  such as "may," "will,"  "intends,"
"should," "would," "expects," "plans," "anticipates,"  "believes,"  "estimates,"
"predicts,"  "potential"  or  "continue" or the negative of these terms or other
comparable   terminology.   Any  expectations  based  on  these  forward-looking
statements are subject to risks and uncertainties  and other important  factors,
including those discussed in the section entitled "RISK FACTORS." These and many
other factors could affect the future financial and operating results of Telpro,
Interleisure or the combined  company,  and could cause actual results to differ

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materially from expectations  based on  forward-looking  statements made in this
document or  elsewhere by or on behalf of Telpro,  Interleisure  or the combined
company.                                                                        

 WHERE YOU CAN FIND MORE INFORMATION

     Telpro files annual,  quarterly and special  reports,  proxy statements and
other  information  with  the  Securities  and  Exchange  Commission  under  the
Securities  Exchange Act of 1934. You may read and copy this  information at the
following locations of the Securities and Exchange Commission:                  

Public Reference Room                                             
450 Fifth Street, N.W.                                            
Suite 1024                                                        
Washington, D.C. 20549                                            

Northeast Regional Office                                         
7 World Trade Center                                              
Room 1300                                                         
New York, New York 10048                                          

Midwest Regional Office                                           
500 West Madison Street                                           
Suite 1400                                                        
Chicago, Illinois 60661-2511                                      

     You may obtain  information on the operation of the SEC's public  reference
room in  Washington,  D.C.  by calling the SEC at  1-800-SEC-0330.  You may also
obtain copies of this information by mail from the Public  Reference  Section of
the  Securities and Exchange  Commission,  450 Fifth Street,  N.W.,  Suite 1024,
Washington,  D.C.  20549,  at  prescribed  rates.  The  Securities  and Exchange
Commission  also  maintains an Internet  website that  contains  reports,  proxy
statements and other information about Telpro, that file electronically with the
Securities   and   Exchange   Commission.   The   address   of   that   site  is
http://www.sec.gov.                                                             

     The Securities and Exchange  Commission  allows Telpro to  "incorporate  by
reference"  information  into this  proxy  statement,  which  means  that it can
disclose important information to you by referring you to another document filed
separately with the Securities and Exchange Commission.  Any statement contained
in any document  incorporated or deemed to be  incorporated by reference  herein
shall be deemed  to be  modified  or  superseded,  for  purposes  of this  proxy
statement,  to the extent that a  statement  contained  in or omitted  from this
proxy statement, or in any other subsequently filed document which also is or is
deemed to be  incorporated  by reference  herein,  modifies or  supersedes  such
statement.  Any such  statement so modified or  superseded  shall not be deemed,
except  as so  modified  or  superseded,  to  constitute  a part of  this  proxy
statement.   This  proxy  statement  incorporates  by  reference  the  documents
described  below  that  Telpro has  previously  filed  with the  Securities  and
Exchange Commission. These documents contain important information about Telpro.

     The following  documents listed below that Telpro has previously filed with
the Securities and Exchange Commission are incorporated by reference:           

     - Telpro's Form 10-K/A for the fiscal year ended March 31, 2001,  which was
filed on August 7, 2001, a copy of which accompanies this proxy statement; and  

     - Telpro's  Form  10-QSB/A for the quarter  ended June 30, 2001,  which was
filed on August 27, 2001.                                                       

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     On your written or oral request,  Telpro will provide you,  without charge,
with a copy of any of the documents  incorporated  by reference  into this proxy
statement,  not including  exhibits to the information unless those exhibits are
specifically incorporated by reference.                                         

   Telpro  has not  filed a  registration  statement  with  the  Securities  and
Exchange  Commission  pursuant to the Securities  Act of 1933, as amended,  with
respect  to  the  issuance  of  Telpro  common  stock  in  connection  with  the
Interleisure  merger.  Rather,  Telpro  intends to rely on an exemption from the
registration requirements of Section 5 of the Securities Act with respect to the
merger.  Accordingly,  Telpro common stock issued in connection  with the merger
will  be  "restricted"  for  the  purposes  of the  Securities  Act.  Investment
representations  will be  completed  by  Interleisure  shareholders  for certain
statements  concerning,  and their  acknowledgement of, the restricted nature of
the Telpro common stock issuable in connection with the Interleisure merger.    

   If you have any questions about the corporate status or Interleisure mergers,
please call Telpro's counsel, Paul Hanley, at (303) 839-3800.                   

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PROXY                                                                           

TELECOMMUNICATION PRODUCTS, INC.

 THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE
ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON
 WEDNESDAY, OCTOBER 10, 2001

     The undersigned  hereby appoint(s) Donald E. Ranniger and Clara H. Ranniger
and each of them as proxies,  with the power to act alone and with full power of
substitution,  to represent and vote as designated all shares of common stock of
Telecommunication Products, Inc. that the undersigned is entitled to vote at the
annual  meeting  of  Telpro  shareholders  to be held at  10:00  a.m.,  Mountain
Daylight  Time,  on Wednesday,  October 10, 2001 at the Golden  Hotel,  800 11th
Street, Golden, Colorado 80401, or any adjournment or postponement thereof, with
authority  to vote upon the  matter  listed on the other side of this proxy card
and with discretionary  authority as to any other matters that may properly come
before the special meeting, and hereby revokes all former proxies.              

THE BOARD OF DIRECTORS  RECOMMENDS  A VOTE FOR EACH OF THE ITEMS  LISTED  BELOW.
UNLESS OTHERWISE SPECIFIED THIS PROXY WILL BE CAST FOR ITEMS 1 THROUGH 4.       

PROXY VOTING INSTRUCTIONS                                                       
Please date,  sign and mail your proxy card in the envelope  provided as soon as
possible.                                                                       

[X] Please mark your votes as in this example.                                  

1.   ELECTION OF DIRECTORS                                                      

FOR [ ]    AGAINST [ ]                                                

FOR, except vote withheld from the following nominee(s).              

----------------------------                                          

Donald E. Ranniger, Chairman                                          
Clara H. Ranniger                                                     
Harry D. Thompson                                                     
Daniel P. Newman                                                      
Travis K. Pethe                                                       

2.   RATIFICATION  OF  THE  SELECTION  OF  LARRY  O'DONNELL,  CPA,  P.C.  AS THE
 COMPANY'S AUDITORS FOR THE FISCAL YEARS ENDING MARCH 31, 2000 AND 2001.

FOR [ ]    AGAINST [ ]    ABSTAIN [ ]                                 

3.   PROPOSAL  TO  APPROVE  THE PLAN OF  MERGER OF  TELPRO  INTO A NEWLY  FORMED
     COLORADO  CORPORATION,  WHICH  WOULD  INVOLVE A 20 FOR 1  REVERSE  SPLIT OF
     TELPRO'S  ISSUED  AND  OUTSTANDING   COMMON  STOCK,  AS  MORE  PARTICULARLY
DESCRIBED IN THE PROXY STATEMENT.                                     

FOR [ ]    AGAINST [ ]    ABSTAIN [ ]                                 

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4.   PROPOSAL to approve the  AGREEMENT  AND PLAN OF MERGER  BETWEEN  TELPRO AND
     INTERLEISURE   AND  THE   TRANSACTIONS   CONTEMPLATED   THEREBY,   AS  MORE
PARTICULARLY DESCRIBED IN THE PROXY STATEMENT.                        

FOR [ ]    AGAINST [ ]    ABSTAIN [ ]                                 

The undersigned acknowledges receipt of the combined Notice of Annual Meeting of
Shareholders and Proxy Statement that accompanies this Proxy.                   

                               Date:______________________, 2001

                                       -----------------------------------------
                                    Signature(s)

                                       -----------------------------------------
                                    Signature(s)

NOTE: Please sign exactly as name appears hereon. Joint owners should each sign.
When signing as attorney, executor,  administrator,  trustee or guardian, please
give full title as such.                                                        

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Annex A                                                                         

PLAN OF MERGER

     This  Plan  of  Merger  is  made  effective  the    day  of        ,  2001,
between Telecommunication  Products, Inc., a dissolved Colorado corporation 1989
("1989 Telpro"), the merging corporation,  Telecommunication  Products,  Inc., a
Colorado corporation organized on April 21, 1999 ("Telecommunication Products"),
the surviving corporation.  As of the date the Articles of Merger are filed with
the   Colorado   Secretary   of  State,   1989  Telpro   shall  be  merged  into
Telecommunication Products under the laws of the State of Colorado.             

     1.  Recitals.  Common stock is the only class of  outstanding  stock of the
1989  Telpro.  1989  Telpro  was  administratively  dissolved  in 1989  and as a
completion  of  the  winding  up  of  its  affairs  desires  to be  merged  into
Telecommunication Products (the "Merger"). The corporations desire to adopt this
Plan of Merger  under which 1989  Telpro  will be merged into  Telecommunication
Products.  The Boards of Directors of the corporations  deem it advisable and in
the best interests of the corporations and shareholders of the corporations that
1989 Telpro  merge and combine with  Telecommunication  Products as set forth in
this Plan of Merger.                                                            

     2. Terms and  Conditions.  The terms and  conditions  of the Merger are set
forth herein.                                                                   

     3.  Conversion  of  Securities.  The Merger shall provide for the following
issuance and exchange of securities:                                            

         (a) The authorized  shares of  Telecommunication  Products shall remain
unchanged as a result of the Merger.  Each issued and outstanding  twenty shares
of Telpro 1989 shall be converted into one fully paid and nonassessable share of
Telecommunication   Products.   Any   fractional   interest  in  the   resulting
Telecommunication  Products  common stock that would  otherwise  result from the
foregoing exchange ratio shall be rounded up to the next higher whole share.    

         (b) From and  after  the  effective  date of the  Merger,  certificates
representing   shares  of  1989  Telpro  and  shares   representing  issued  and
outstanding stock of Telecommunication  Products as of the effective date of the
Merger (collectively,  "Old Shares") shall be deemed to represent only the right
to  shares  of the  new  stock  in  Telecommunications  Products  to  which  the
shareholder would be entitled ("New Shares").                                   

         (c) After  the  Effective  Date of the  Merger,  the  holder of the Old
Shares may, upon  surrender of  certificates  evidencing  their Old Shares,  for
cancellation to American  Securities Transfer and Trust, P. O. Box 1596, Denver,
Colorado 80201 (the "Transfer Agent").  The Transfer Agent shall issue new stock
certificates  evidencing  ownership  of the New  Shares  on the  basis set forth
above.                                                                          

     4.  Corporate  Existence.  Telecommunication  Products  shall  continue  in
existence unchanged at the time of Merger. The separate existence of 1989 Telpro
shall  thereupon  cease and 1989  Telpro and  Telecommunication  Products  shall
become a single corporation in accordance with this Plan of Merger.             

     5.  No   Amendments   to  Articles  of   Incorporation.   The  Articles  of
Incorporation of Telecommunication  Products shall not be amended as a result of
the Merger.                                                                     

6.  Miscellaneous.                                                    

         a. This Plan of Merger and all  questions  arising  hereunder  shall be
governed by the laws of the State of Colorado.                                  

         b.  This  Plan of Merger  shall be  interpreted  in such a manner as to
render it  enforceable  to the maximum  degree  possible.  In the event that any
clause  of this Plan of Merger is found to be  illegal  or  unenforceable,  such
clause  shall  be  severed  or  modified  to the  extent  necessary  to make the
remainder  of this Plan of Merger  enforceable,  and as so severed or  modified,
this Plan of Merger shall remain in full force and effect.                      

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Dated the day and year first set forth above.                         

                             TELECOMMUNICATION PRODUCTS, INC.,
                                 a dissolved Colorado corporation 1989

By: 
                                         ---------------------------------------
                               Donald E. Ranniger, President

                             TELECOMMUNICATION PRODUCTS, INC.,
                  a Colorado corporation

By: 
                                         ---------------------------------------
                               Donald E. Ranniger, President

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Annex B                                                                         

AGREEMENT AND PLAN OF MERGER

By and Between

 TELECOMMUNICATION PRODUCTS, INC.,

 INTER-LEISURE, S.A.

 And

 THE SHAREHOLDERS OF

 INTER-LEISURE, S.A.

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                                                        [Enlarge/Download Table]


TABLE OF CONTENTS                                                                                       

RECITALS                                                                                                
                                                                                                        

SECTION 1. THE MERGER AND CLOSING....................................................................  1
1.1.  The Merger.....................................................................................  1
1.2.  Effective Date of the Merger...................................................................  1
1.3.  Closing........................................................................................  1
1.4.  Telpro Merger..................................................................................  1
1.5.  Articles of Incorporation......................................................................  2
1.6.  Bylaws.........................................................................................  2
1.7.  Directors and Officers.........................................................................  2
1.8.  Exchange Ratio.................................................................................  2
1.9.  Exchange Procedures............................................................................  2
1.10. No Fractional Shares...........................................................................  3
1.11. Effect of Merger...............................................................................  3
1.12. Tax and Accounting Treatment...................................................................  3
1.13. Procedure at Closing...........................................................................  4
1.14. Post-Closing Documents.........................................................................  4

SECTION 2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF TELECOMMUNICATION PRODUCTS, INC..............  4
2.1.  Organization, etc..............................................................................  5
2.2.  Capital Stock..................................................................................  5
2.3.  Disclosure of Telpro...........................................................................  5
2.4.  Financial Statements...........................................................................  5
2.5.  Names, Patents, Trademarks, etc................................................................  5
2.6.  Tax and Other Returns and Reports..............................................................  5
2.7.  Agreements, Contracts and Commitments..........................................................  6
2.8.  Title to Properties: Liens & Encumbrances......................................................  7
2.9.  No Breach of Statute or Contract; Governmental Authorizations; Required Consents...............  7
2.10. Litigation.....................................................................................  8
2.11. Authorization of Agreement.....................................................................  8
2.12. Status of Telpro Common Stock..................................................................  8
2.13. Brokers' or Finders' Fees, etc.................................................................  8
2.14. Liens..........................................................................................  9
2.15. Compliance with Laws...........................................................................  9
2.16. Insurance......................................................................................  9
2.17. SEC Reports....................................................................................  9
2.18. Absence of Undisclosed Liabilities; Adverse Changes in Condition...............................  9

SECTION 3. REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISA                                             
              AND SHAREHOLDERS....................................................................... 10
3.1.  Organization, etc.............................................................................. 10
3.2.  Capital Stock of ISA........................................................................... 10
3.3.  Disclosure of ISA.............................................................................. 10
3.4.  Financial Statements........................................................................... 11
3.5.  Tax and Other Returns and Reports.............................................................. 11
3.6.  Title to Properties: Liens & Encumbrances...................................................... 11
3.7.  Agreements, Contracts and Commitments.......................................................... 12
3.8.  No Breach; Governmental Authorizations; Required Consents...................................... 13
3.9.  Litigation..................................................................................... 13
3.10. Authority...................................................................................... 13
3.11. Liens and Encumbrances......................................................................... 14

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3.12. Brokers' or Finders' Fees, etc................................................................. 14
3.13. Names, Patents, Trademarks, etc................................................................ 14
3.14. Compliance with Laws........................................................................... 15
3.15. Insurance...................................................................................... 15
3.16. Absence of Undisclosed Liabilities; Adverse Changes in Condition............................... 15
3.17. Investment Representations..................................................................... 16
3.18. Merger Proxy Statement......................................................................... 17

SECTION 4. CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE                                                  
              DATE................................................................................... 17
4.1.  Investigations; Operation of Business of ISA and Telpro........................................ 17
4.2.  Shareholder Approval........................................................................... 21

SECTION 5. CONDITIONS TO MERGER...................................................................... 21
5.1.  Conditions to Obligation of Telpro............................................................. 21
5.2.  Conditions to Obligation of Shareholders....................................................... 23

SECTION 6. CERTAIN UNDERSTANDINGS AND AGREEMENTS..................................................... 25
6.1.  Shareholders' Meeting.......................................................................... 25
6.2.  Reservation of Stock........................................................................... 25
6.3.  Employment Agreements.......................................................................... 25
6.4.  Board of Directors Following Merger............................................................ 25
6.5.  "Lock-up" of Shares............................................................................ 25
6.6.  Amendments to Articles......................................................................... 26
6.7.  Additional Agreements.......................................................................... 26
6.8.  Negative Covenants of Telpro Following the Effective Date...................................... 28
6.9.  Indemnification................................................................................ 30

SECTION 7. TERMINATION OF OBLIGATIONS AND WAIVERS OF CONDITIONS; PAYMENT OF EXPENSES................. 31
7.1.  Termination of Agreement and Abandonment of Merger............................................. 31
7.2.  Payment of Expenses; Waiver of Conditions...................................................... 31

SECTION 8. GENERAL................................................................................... 32
8.1.  Amendments..................................................................................... 32
8.2.  No Assignment.................................................................................. 32
8.3.  No Survival of Representations and Warranties.................................................. 32
8.4.  Governing Law.................................................................................. 32
8.5.  Notices........................................................................................ 32
8.6.  Headings....................................................................................... 33
8.7.  Counterparts................................................................................... 33
8.8.  Reliance Upon Representations and Warranties................................................... 33
8.9.  Waiver......................................................................................... 33
8.10. Entire Agreement............................................................................... 33
8.11. No Partnership................................................................................. 34
8.12. Partial Invalidity............................................................................. 34
8.13. Joint Preparation.............................................................................. 34
8.14. Arbitration.................................................................................... 34

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AGREEMENT AND PLAN OF MERGER

     THIS  AGREEMENT AND PLAN OF MERGER (the  "Agreement")  dated as of June 25,
2001 is entered into by and between Paul Egan, Robert Russell,  Baltic Ventures,
Ltd., a British  Virgin Islands  corporation,  and Indigo  Consultants,  Ltd., a
Bahamian corporation (comprising all of the shareholders of Inter-Leisure, S.A.,
a  corporation  organized  under  the laws of the  Dominican  Republic  ("ISA"))
(collectively the "Shareholders"), ISA, and Telecommunication Products, Inc. , a
dissolved  Colorado  corporation  1989 ("1989  Telpro"),  and  Telecommunication
Products, Inc., a Colorado corporation ("Telpro").                              

RECITALS

     A.  Shareholders  collectively own 2,000,000 shares of the capital stock of
ISA, comprising 100% of the issued and outstanding capital stock of ISA.        

     B. The Boards of Directors  of 1989  Telpro,  Telpro and ISA have deemed it
advisable  that they combine  their  operations  by a merger of 1989 Telpro into
Telpro  ("Telpro  Merger") to be followed by a merger of ISA into Telpro,  under
the terms and conditions hereinafter set forth (the "Merger").                  

NOW, THEREFORE, the parties hereto agree as follows:                  

SECTION 1. THE MERGER AND CLOSING                                               

     1.1. The Merger.  On the  Effective  Date (as defined in Section 1.2 below)
and immediately following Telpro Merger pursuant to Section 1.4 below, ISA shall
be merged with and into Telpro in accordance  with the applicable  provisions of
the Colorado  Business  Corporation  Act and  applicable  laws of the  Dominican
Republic. Thereupon, the separate existence of ISA shall cease and Telpro, which
shall be the surviving  corporation in the Merger, shall continue to exist under
and be governed by the laws of the Colorado Business Corporation Act.           

     1.2. Effective Date of the Merger. The Merger shall become effective at the
time when  properly  executed  Articles of Merger  under the  Colorado  Business
Corporation Act are filed with the Colorado  Secretary of State. Such date shall
occur as soon as possible following the Closing (as defined below). When used in
this Agreement,  the term "Effective Date" shall mean the date and time at which
such action shall have been completed.                                          

     1.3.  Closing.  Subject to the terms and conditions of this Agreement,  the
closing of the Merger (the "Closing")  shall take place ------- at such time and
place as the parties may agree.  The date on which the Closing  occurs  shall be
referred to as the "Closing Date."                                              

     1.4. Telpro Merger. 1989 Telpro was organized as a Colorado  corporation in
June 1983. Telpro was  administratively  dissolved by the Colorado  Secretary of
State in 1989,  without the  knowledge  of the  officers  and  directors  of the
corporation.  However,  1989 Telpro continued to act and function as a corporate
entity  since its  administrative  dissolution,  and its stock  continued  to be
traded on the OTC Bulletin  Board under the symbol  TLCR.  A  memorandum  on the
continued  existence  of 1989 Telpro has been  submitted  to and reviewed by the
Colorado  Secretary  of State,  and all  parties  are on notice that this is the
method to be relied upon and pursued in merging 1989 Telpro into  Telpro.  It is
expected  the  Colorado  Secretary  of State will allow 1989 Telpro to be merged
into  the  corporation,  also  named  Telecommunication  Products,  Inc.  formed
pursuant to the Articles of  Incorporation  filed April 24, 1999 and referred to
as "Telpro" herein. 1989 Telpro has submitted its Articles of Merger and Plan of
Merger to the Colorado  Secretary of State for pre-approval  prior to submission
to its shareholders for approval.  Upon the approval of the shareholders of 1989
Telpro of the Plan of Merger  and the  Articles  of Merger in the form  attached
hereto as Exhibit  1.4,  1989  Telpro  shall be merged  with and into  Telpro in
accordance with the applicable  provisions of the Colorado Business  Corporation
Act.  Thereupon,  the separate  existence of 1989 Telpro shall cease and Telpro,
which shall be the surviving  corporation  in Telpro  Merger,  shall continue to
exist  under and be governed by the laws of the  Colorado  Business  Corporation
Act.  The Telpro  Merger  shall occur as soon as possible  after the Closing and
immediately prior to the merger of ISA into Telpro.                             

     1.5. Articles of Incorporation.  The Articles of Incorporation of Telpro in
effect  at  the  Effective  Date  shall  be the  Articles  of  Incorporation  of

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Telecommunication  Products,  Inc. filed with the Colorado Secretary of State on
April 21, 1999, as subsequently  amended by the Restated and Amended Articles of
Incorporation  with Amendments filed with the Colorado Secretary of State on May
15, 2001.                                                                       

     1.6. Bylaws.  The Bylaws of Telpro as in effect at the Effective Date shall
be the Bylaws of Telpro.                                                        

     1.7.  Directors and Officers.  On the Effective Date, the persons set forth
in  Schedule  1.7 shall be the  officers  and  directors  of Telpro  until their
successors shall have been elected and qualified or until otherwise  provided by
law, the Articles of Incorporation or Bylaws of Telpro.                         

     1.8.  Exchange Ratio. As of the Effective Date, by virtue of the Merger and
any action on the part of any holder  thereof each share of capital stock of ISA
that is issued and outstanding  immediately prior to the Effective Date shall be
cancelled and be converted  into 10.68 shares of Common Stock,  no par value per
share, of Telpro (the "Telpro Common Stock").  This exchange ratio is applicable
after giving effect to the Reverse  Split as set forth in Section  5.2(b) below.
All warrants and options of ISA  outstanding  at the  Effective  Date shall have
been exercised or terminated prior to the Effective Date.                       

     1.9. Exchange Procedures.  As soon as practicable after the Effective Date,
each ISA Shareholder shall surrender his or its certificate  representing shares
of ISA capital stock to the transfer agent or other  authorized  agent of Telpro
in appropriate  and customary form with such provisions as Telpro may reasonably
specify.  Upon surrender of a certificate for  cancellation,  the holder of such
certificate  shall be  entitled to receive in  exchange  therefor a  certificate
representing  that  number of whole  shares of Telpro  Common  Stock  which such
holder has a right to receive  pursuant to the provisions of this Article 1, but
subject  to the  payment of cash in lieu of  fractional  shares as  provided  in
Section 1.10 hereof,  and the  certificate  so  surrendered  shall be cancelled.
Until  surrendered as contemplated by this Section,  each certificate  shall, on
and after the Effective  Date, be deemed to represent only the right to receive,
upon surrender of such certificate, the consideration with respect to the shares
of the ISA capital stock represented thereby,  subject to the payment of cash in
lieu of fractional  shares as provided in Section 1.10 hereof.  Shares of Telpro
Common  Stock  issued  in the  Merger  shall be issued as of and be deemed to be
outstanding  as of the  Effective  Date.  Telpro  shall cause all such shares of
Telpro Common Stock issued pursuant to the Merger to be duly authorized, validly
issued, fully paid and nonassessable and not subject to preemptive rights.      

     1.10. No Fractional Shares.  Notwithstanding  anything to the contrary,  no
certificate or scrip evidencing  fractional  shares of Telpro Common Stock shall
be issued upon the surrender for exchange of ISA  certificates.  In lieu of such
fractional shares, each holder ISA capital stock upon surrender of a certificate
for  exchange  pursuant  to Section  1.9 hereof  shall be paid an amount in cash
(without interest),  rounded to the nearest cent,  determined by multiplying the
per share  closing  price on the shares of Telpro  Common Stock on the Effective
Date by the  fractional  interest  of Telpro  Common  Stock to which such holder
would  otherwise  been  entitled  (after  taking into  account all shares of ISA
capital stock held of record by such holder at the Effective  Date),  subject to
the provisions of Section 1.9 hereof.                                           

     1.11. Effect of the Merger. At the Effective Date, the effect of the Merger
shall be as provided under the Colorado Business  Corporation Act and applicable
law of the Dominican Republic. Without limiting the generality of the foregoing,
at the Effective Date all property, rights, privileges,  policies and franchises
of ISA shall vest in Telpro and all debts,  liabilities  and duties of ISA shall
become the debts, liabilities and duties of Telpro.                             

     1.12.Tax and Accounting Treatment. The parties hereto acknowledge and agree
that  while  they  desire  that the Merger  contemplated  hereby be treated  for
accounting purposes as a tax-free  reorganization under Section 368 of the Code,
each party shall be solely  responsible for the tax and accounting  consequences
of the Merger to such party.                                                    

     1.13. Procedure at the Closing. At the Closing, the following  transactions
shall occur and documents  shall be  exchanged,  all of which shall be deemed to
occur simultaneously:                                                           

         (a)  ISA  and  the  Shareholders  shall  have  satisfied  each  of  the
conditions set forth in Section 5.1 and Section 6.7.                            

         (b) Telpro shall have  satisfied  each of the  conditions  set forth in
Section 5.2.                                                                    

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         (c)  Telpro  shall  direct  its  transfer  agent to issue the shares of
Telpro Common Stock issuable pursuant to Section 1.9,  registered in the name of
ISA  Shareholders  receiving  such Stock,  and shall deliver stock  certificates
relating thereto promptly  following  surrender of the existing ISA certificates
of capital stock by the ISA Shareholders after the Effective Date.              

         (d) From and after the Effective Date, the  shareholder  transfer books
of ISA shall be closed and no transfer of  shareholdings of ISA shall thereafter
be made.                                                                        

     (e) Telpro will deliver, or cause to be delivered, to Shareholders:

        (1) The opinion of counsel as set forth in Section 5.2(e);

               (2)  A certificate  dated at or about the  Closing  Date from the
          Secretary  of State of  Colorado  to the effect that Telpro is and has
          been a  corporation  duly  organized,  validly  existing,  and in good
standing under the laws of Colorado;                        

               (3) Such other documents,  instruments,  and/or certificates,  if
          any, as required to be delivered  pursuant to the  provisions  of this
          Agreement,  or which are  reasonably  determined  by the parties to be
          required  to  effectuate  the   transactions   contemplated   in  this
          Agreement, or as otherwise may be reasonably requested by Shareholders
in furtherance of the intent of this Agreement.             

         (f) ISA and  Shareholders  will  deliver,  or cause the following to be
delivered, to Telpro:                                                           

               (1) A certificate  dated at or about the Closing Date from the an
          authorized  official of the Dominican  Republic to the effect that ISA
          is and has been a corporation duly organized, validly existing, and in
good standing under the laws of the Dominican Republic;     

        (2) The opinion of counsel as set forth in Section 5.1(e);

               (3) Such other documents,  instruments,  and/or certificates,  if
          any, as are required to be  delivered  pursuant to the  provisions  of
          this Agreement , or which are reasonably  determined by the parties to
          be  required  to  effectuate  the  transactions  contemplated  in this
          Agreement,  or as otherwise may be  reasonably  requested by Telpro in
furtherance of the intent of this Agreement.                

         (g) All of the agreements and conditions set forth in Section 6.7 shall
be performed by the respective parties.                                         

         (h) Articles of Merger in the form  necessary to effectuate  the Merger
shall be executed and delivered by ISA and Telpro.                              

     1.13. Post-Closing Documents. From time to time after the Closing, upon the
reasonable  request  of any party,  the party to whom the  request is made shall
deliver such other and further documents,  instruments,  and/or  certificates as
may be necessary to more fully vest in the  requesting  party the  consideration
provided for in this Agreement or to enable the  requesting  party to obtain the
rights and benefits contemplated by this Agreement.                             

SECTION 2.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF TELPRO                 

     1989 Telpro and Telpro represent,  warrant and covenant,  as of the date of
this Agreement and as of the Effective Date, as follows:                        

     2.1.  Organization,  etc. Telpro is a corporation  duly organized under the
laws of Colorado,  subject to certain  conditions  set forth in Section 1.4 that
shall include the merger of 1989 Telpro into Telpro prior to the Effective Date.
As of the  Effective  Date,  Telpro  will  have the  corporate  power to own its
property  and to  carry  on its  business  and to  consummate  the  transactions
contemplated  hereby. As of the Effective Date, Telpro will be duly qualified to

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do business and will be in good standing as a foreign  corporation in each state
where it conducts business as set forth in Schedule 2.1, constituting each state
in which such  qualification  is  required in order to do  business,  except for
states in which the failure to be so qualified will not materially and adversely
affect Telpro.                                                                  

     2.2. Capital Stock. Except as set forth in Schedule 2.2 attached hereto, as
of the date hereof,  the  authorized  capital  stock of 1989 Telpro  consists of
100,000,000 shares of Common Stock, no par value, of which 22,492,800 shares are
issued and outstanding; and no shares of preferred stock are authorized.  Except
as set forth in Schedule 2.2 attached  hereto,  as of the  Effective  Date,  the
authorized  capital stock of Telpro will consist of 100,000,000 shares of Common
Stock, no par value, of which 1,124,640  shares shall be issued and outstanding;
and no  shares  of  preferred  stock  are  authorized.  As of the  date  of this
Agreement, and except as set forth in Schedule 2.2 attached hereto, there are no
outstanding options, warrants, or other rights to subscribe for or purchase from
Telpro  any  capital  stock  of  Telpro  or  securities   convertible   into  or
exchangeable for capital stock of Telpro.  Such issued shares of Telpro are duly
authorized,  validly issued,  fully paid and  non-assessable,  and have not been
issued in violation of any preemptive  rights.  Telpro has no subsidiaries,  and
does not own stock or equity of any other corporation.                          

     2.3.  Disclosure of Telpro.  1989 Telpro and Telpro will have  delivered to
ISA its  disclosure  schedules  which  contained  true and correct copies of its
respective  Articles of  Incorporation,  Bylaws,  and Minutes  certified  by its
Secretary as well as schedules of current officers and directors and shareholder
lists.                                                                          

     2.4. Financial Statements.  1989 Telpro has previously furnished ISA a true
and  complete  copy of Telpro's  unaudited  balance  sheet as of the date(s) set
forth therein.                                                                  

2.5. Names, Patents, Trademarks, etc.                                 

                  (a)  Except  as set forth in  Schedule  2.5  attached  hereto,
Telpro neither owns, licenses, or possesses any copyrights,  patents, trademarks
and trade names, federal, state or provincial, domestic or foreign.             

                  (b) Telpro and 1989 Telpro have not  received  any notice with
respect to any claim of alleged  infringement or unlawful or improper use of any
copyright,  patent, trademark, trade name, process, invention,  formula or other
intangible  property right owned or alleged to be owned by others,  which claim,
if decided  adversely,  could have a material  adverse effect on the business or
operations of Telpro.                                                           

     2.6. Tax and Other Returns and Reports. Except as set forth in Schedule 2.6
attached hereto:                                                                

         (a) All federal,  state, local and foreign tax returns and tax reports,
domestic  or  foreign,  required to be filed by 1989 Telpro have been filed on a
timely basis with the appropriate  governmental agencies in all jurisdictions in
which such  returns and reports  are  required to be filed and where  failure to
file would  materially  and  adversely  effect 1989 Telpro.  1989 Telpro has not
extended the time to file any required tax returns or tax reports.              

         (b)  All  significant   federal,   state,  local  and  foreign  income,
franchise,  property and other taxes (including interest and penalties) due from
1989 Telpro  have been fully paid or  adequately  provided  for on the books and
financial statements of 1989 Telpro.                                            

         (c) No issues have been raised or are  currently  pending by the IRS or
any other  taxing  authority in  connection  with any of the returns and reports
which, individually or in the aggregate, might have a material adverse effect on
1989  Telpro,  nor does 1989 Telpro have any  knowledge of  circumstances  under
which such a claim could be made. 1989 Telpro has not filed any tax returns on a
unitary or consolidated basis with any other entity and has not entered into any
tax-sharing agreement.                                                          

         (d) All  taxes,  levies  and other  assessments  which  1989  Telpro is
required by law to withhold or to collect have been duly  withheld and collected
and have been paid over to the proper  governmental  authorities or held by 1989
Telpro for such  payment,  except to the extent that taxes are due which  should
have been  withheld on the wage claim of $701,100 as of the first  quarter  10-Q
for 1989 Telpro's fiscal year ending March 31, 2001.                            

         (e) The amounts reserved for taxes on the financial balance sheets will
be sufficient  for the payment of all  respective  federal,  state,  provincial,

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county and local taxes, domestic or foreign of any kind of 1989 Telpro including
interest and penalties in respect  thereof  whether  disputed or not and whether
accrued,  due,  absolute,   contingent  or  otherwise  payable  by  1989  Telpro
attributable  to all periods ended on or before the Effective Date other than as
set forth in paragraph 2.6 (d) above.                                           

2.7. Agreements, Contracts and Commitments.                           

         (a) Schedule 2.7 attached hereto contains an accurate and complete list
of all  agreements,  contracts  and leases to which  1989  Telpro is a party and
which are material to the condition (financial or other), business, prospects or
operations of 1989 Telpro. Except as indicated on Schedule 2.7, 1989 Telpro does
not have in effect and has no liability under:                                  

(i) any collective bargaining agreements;         

               (ii) any bonus, deferred compensation,  pension,  profit-sharing,
          restricted  stock or employee  stock  purchase plans other than as are
          more  fully  set forth in the  latest  10-Q and 10-K  filings  of 1989
Telpro;                                                     

               (iii)  any  employment  or  consulting  agreement,   contract  or
          commitment with an employee or consultant having more than one year to
          run from the date hereof or  containing an obligation to pay or accrue
          any monies more than $5,000 per annum, except as otherwise provided in
exhibit in Schedule 2.7.                                    

               (iv) any lease  which  involves  a  potential  liability  to 1989
          Telpro as lessee or any  agreement  of  guarantee  or  indemnification
          running to any person or entity  except as provided in its Articles of
Incorporation.                                              

               (v) any agreement or contract  relating to capital  expenditures,
which obligates 1989 Telpro to make future payments.        

               (vi) any  agreement or contract  relating to the  disposition  or
          acquisition  of  assets or any  interest  in any  business  enterprise
except as contemplated hereby.                              

         (b) Except as set forth in Schedule  2.7,  1989 Telpro has not breached
any of the terms or  conditions  of (i) any  agreement  or contract set forth in
Schedule  2.7 in such a manner  as would  permit  any  other  party to cancel or
terminate the same or (ii) any agreement or contract  (including  those referred
to in clause (i) if any such breach or breaches singly or in the aggregate would
require the payment of an amount in excess of $5,000.                           

     2.8. Title to Properties: Liens and Encumbrances.  1989 Telpro has good and
marketable title to the assets and properties  (real and personal,  tangible and
intangible,  including  but not limited to domain  names and other  intellectual
properties)  which  it owns  and  which  are used in its  business,  other  than
property sold or otherwise disposed of in the ordinary course of business,  free
and clear of all mortgages,  security interests,  liens, charges or encumbrances
of any nature whatsoever,  except for taxes not yet due and payable and the wage
claim  referenced  herein Except as listed on Schedule 2.8, 1989 Telpro is not a
party to any lease of real property nor does 1989 Telpro own any real property. 

     2.9.  No  Breach  of  Statute  or  Contract;  Governmental  Authorizations;
Required Consents.  Neither the execution and delivery of this Agreement by 1989
Telpro nor  consummation of the transactions  contemplated  hereby or thereby by
1989 Telpro  (including  the  issuance of Shares of 1989 Telpro  Common Stock to
shareholders  of ISA)  will  conflict  with or  result in a breach of any of the
terms,  conditions or provisions of the Articles of  Incorporation  or Bylaws of
1989  Telpro  or any  judgment,  order,  injunction  or  decree  of any court or
governmental  authority,  to which 1989  Telpro is subject or any  agreement  or
contract to which 1989 Telpro is a party and which is material to the  financial
condition  or the conduct of the  businesses  of 1989  Telpro,  or  constitute a
material default thereunder.  The parties hereto acknowledge that certain act(s)
may have occurred during the lapse of corporate  status of 1989 Telpro which are
outside the scope of this provision  however,  any and all such act(s) have been
duly  ratified  as if taken by the then  existing  and duly  qualified  Board of
Directors.                                                                      

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         (a) To the best knowledge of 1989 Telpro after due inquiry, 1989 Telpro
is not in violation of any applicable law,  statute,  order,  rule or regulation
promulgated  by any  federal,  state,  local or foreign  governmental  authority
relating to the  operation,  conduct or ownership of the property or business of
1989  Telpro,  which  violation  might  have a material  adverse  affect on 1989
Telpro.                                                                         

         (b) Neither the  execution  and  delivery  of this  Agreement,  nor the
consummation of the Merger  contemplated  hereby, are events which of themselves
or with the giving of notice or the passage of time or both,  would constitute a
violation of or conflict  with or result in any breach of, or default  under the
terms,  conditions or provisions of, any judgment,  law or  regulation,  or 1989
Telpro's Articles of Incorporation or Bylaws, or any lease, contract,  mortgage,
deed of trust,  indenture,  agreement  or  instrument  to which 1989 Telpro is a
party or by which it is bound,  or would result in the creation or imposition of
any lien,  charge or  encumbrance  of any nature  whatsoever  on the property or
assets of 1989  Telpro  and no such event of itself or with the giving of notice
or the passage of time or both will result in the  acceleration  of the due date
of any obligation to which 1989 Telpro is bound.                                

         (c) 1989 Telpro is not party to any action, suit, claim,  proceeding or
investigation  either  pending or, to the best  knowledge  of its  officers  and
directors,  threatened against, respectively, 1989 Telpro or any of its officers
or directors in their  capacities as such, at law or in equity,  or by or before
any federal,  state,  provincial,  municipal or other  governmental  department,
commission,  board, agency or instrumentality,  domestic or foreign. 1989 Telpro
is not the subject of any outstanding  judgment, or operating under, subject to,
or in default  with  respect to, any order,  writ,  injunction  or decree of any
court or federal, state, provincial, municipal or other governmental department,
commission, board, agency or instrumentality, domestic or foreign, which impairs
or could impair the conduct of its business in any material way.                

     2.10. Litigation. To the best of its knowledge, 1989 Telpro is not party to
any action,  suit, claim,  proceeding or investigation either pending or, to the
best knowledge of its officers and directors,  threatened against, respectively,
1989 Telpro or any of its officers or directors in their  capacities as such, at
law or in equity, or by or before any federal, state,  provincial,  municipal or
other governmental  department,  commission,  board,  agency or instrumentality,
domestic or foreign. 1989 Telpro is not the subject of any outstanding judgment,
or operating under,  subject to, or in default with respect to, any order, writ,
injunction or decree of any court or federal,  state,  provincial,  municipal or
other governmental  department,  commission,  board,  agency or instrumentality,
domestic or foreign,  which  impairs or could impair the conduct of its business
in any material way.                                                            

     2.11.  Authorization  of  Agreement.  The  execution  and  delivery and the
performance  of this  Agreement  by 1989  Telpro  have  been  duly  and  validly
authorized  and  approved by the Board of  Directors  of 1989  Telpro,  and 1989
Telpro has taken all action required by law, its Articles of  Incorporation  and
Bylaws to authorize the  execution,  delivery and  performance of this Agreement
and all  related  documents  subject  only  to the  vote  of a  majority  of its
shareholders at a special  meeting to be held and approved  subject to the terms
of this agreement.                                                              

     2.12.  Status of Telpro Common Stock.  The shares of Telpro Common Stock to
be issued to  shareholders  of ISA pursuant to this  Agreement,  when so issued,
will  be duly  and  validly  authorized  and  issued  subject  only  to  certain
restrictions imposed upon transfer and will be fully paid and nonassessable.    

     2.13. Brokers' or Finders' Fees, etc. No agent, broker,  investment banker,
person or firm  acting on behalf of 1989  Telpro is or will be  entitled  to any
brokers'  or finders'  fee or any other  commission  or similar fee  directly or
indirectly  from  1989  Telpro  in  connection  with  any  of  the  transactions
contemplated   herein.   Notwithstanding  the  foregoing,   the  parties  hereto
acknowledge  that Marc Tow has alleged a claim against the Board of Directors of
1989 Telpro;  however,  no litigation has been initiated on that claim which the
Board  of  Directors  believes  to lack  foundation  in law or fact.  (See  also
Subsection 6.7(i) below.)                                                       

     2.14.  Liens.  Except as  listed  in  Schedule  2.15,  all of the  personal
property of 1989 Telpro is free and clear of all liens,  security  interests and
encumbrances  other than such  claims  which may exist  resulting  from the wage
claims referenced herein.                                                       

     2.15.  Compliance with Laws. 1989 Telpro is not in violation of any term or
provision  of its  Articles  of  Incorporation  or  Bylaws,  or of any  term  or
provision of any judgment, decree, order, statute,  injunction,  rule, ordinance
or  governmental  regulation  (including  building,  zoning,  or  environmental)

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applicable to it, its properties,  or of any agreement or instrument  applicable
to it; 1989 Telpro has maintained in full force and effect any license or permit
material to the conduct of its business,  and has not received any  notification
that any revocation or limitation thereof is threatened or pending.             

     2.16.  Insurance.  Schedule  2.17  contains a true,  correct  and  complete
description  of all policies of fire,  casualty and  extended  coverage,  public
liability,  worker's  compensation,  life and other forms of insurance  owned or
held,  respectively,  by 1989  Telpro.  In sum,  1989  Telpro  has no  insurance
policies of any kind whatsoever.                                                

     2.17. SEC Reports. 1989 Telpro represents and warrants that, to the best of
its knowledge after due inquiry, 1989 Telpro has duly filed all applications and
reports required to be filed by it with the SEC under the Securities Act of 1933
and the  Securities and Exchange Act of 1934,  each as amended.  1989 Telpro has
previously  delivered  to ISA  complete  and  correct  copies  of all  such  SEC
applications and reports filed to the date hereof.  All of such applications and
reports have been in compliance with applicable law.                            

 2.18. Absence of Undisclosed Liabilities; Adverse Changes in Condition.

         (a)  1989  Telpro  has no  liabilities  or  obligations  besides  those
incurred  in  the  ordinary  course  of  business  or  in  connection  with  the
contemplation or consummation of this merger transaction which,  individually or
in the aggregate, are material to 1989 Telpro and which have not been:          

               (i)  reflected in the Form 10-K's and Form 10-Q's which have been
filed by 1989 Telpro; or                                    

               (ii) incurred in the ordinary course of business or in connection
          with the  contemplatino  or  consummation  of thie merger  transaction
since December 31, 2000.                                    

         (b)  Except as set forth in  Section  2.4,  since  December  31,  2000,
whether or not in the ordinary course of business,  there has not been, occurred
or arisen:                                                                      

               (i) any material  adverse  change in the  consolidated  financial
          condition  or in the  operations  of the  business of 1989 Telpro from
          that shown on the 1989 Telpro financial  statements  reflected on Form
 10-K's and Form 10-Q which have been filed by 1989 Telpro; or

               (ii) any damage or  destruction in the nature of a casualty loss,
          whether  covered  by  insurance  or  not,   materially  and  adversely
          affecting any property or business of 1989 Telpro which is material to
          the  financial  condition  of the  operations  of the business of 1989
          Telpro other than that inventory that may have been damaged or lost in
the move to storage; or                                     

               (iii) any actual or, to the knowledge of 1989 Telpro, threatened,
          strike or other labor  trouble or dispute which  materially  adversely
          affects,  or which  insofar  as 1989  Telpro  knows  might  materially
adversely affect the business or prospects of 1989 Telpro.  

SECTION 3.  REPRESENTATIONS, WARRANTIES AND COVENANTS OF ISA AND SHAREHOLDERS.  

     ISA  and  Shareholders,  jointly  and  severally,  represent,  warrant  and
covenant,  as of the date of this  Agreement,  and as of the Effective  Date, as
follows:                                                                        

     3.1.  Organization,  etc.  ISA is a  corporation  duly  organized,  validly
existing and in good standing under the laws of the Dominican Republic.  ISA has
the corporate power to own its properties and carry on its business as now being
conducted,  execute and deliver this Agreement and  consummate the  transactions
contemplated hereby and thereby.  ISA is duly qualified to do business and is in
good  standing  as a  foreign  corporation  in each  state or  country  where it
conducts  business  as set forth in  Schedule  3.1,  constituting  each state or
country in which such qualification is required in order to do business,  except
for  states  or  countries  in which the  failure  to be so  qualified  will not
materially and adversely affect ISA.                                            

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     3.2.  Capital Stock of ISA. As of the date hereof,  the authorized  capital
stock of ISA consists of 5,000,000  shares of capital stock,  of which 2,000,000
shares are issued and outstanding; and no other classes of stock are authorized,
issued or  outstanding.  Other than as set forth in Schedule  3.2,  there are no
outstanding options,  warrants or other rights to subscribe for or purchase from
ISA any capital stock of ISA or securities  convertible into or exchangeable for
capital stock of ISA. All issued shares of ISA Common Stock are duly authorized,
validly  issued,  fully  paid and  nonassessable  and have  not been  issued  in
violation of any preemptive  rights. ISA has no wholly owned  subsidiaries,  and
does  not own 50% or more of the  issued  and  outstanding  stock  of any  other
corporation.                                                                    

     3.3.  Disclosure  of ISA. ISA has  delivered to 1989 Telpro its  disclosure
schedules  which contained true and correct copies of its Charter,  Bylaws,  and
Minutes  certified by its secretary as well as its schedule of current  officers
and directors and its shareholder list.                                         

     3.4. Financial Statements. ISA has previously furnished a true and complete
copy of its audited  balance  sheet as of December 31, 2000 and the statement of
operations,  for the year ended  December 31, 2000,  and shall  furnish prior to
closing,  its unaudited  balance sheet and statement of operations for the three
months ended March 31, 2001 (the "ISA Financial Statements").                   

     3.5. Tax and Other Returns and Reports. Except as set forth in Schedule 3.5
attached hereto:                                                                

         (a) All federal,  state, local and foreign tax returns and tax reports,
domestic  or  foreign,  required  to be filed by ISA have been filed on a timely
basis  and no  extensions  have been  filed  with the  appropriate  governmental
agencies in any  jurisdiction(s)  in which such returns and reports are required
to be filed and where failure to file would materially and adversely effect ISA.

         (b)  All  significant   federal,   state,  local  and  foreign  income,
franchise,  property and other taxes (including interest and penalties) due from
ISA have  been  fully  paid or  adequately  provided  for on the  books  and ISA
Financial Statements.                                                           

         (c) No issues have been raised or are  currently  pending by the IRS or
any other  taxing  authority in  connection  with any of the returns and reports
referred to in the foregoing  clause which,  individually  or in the  aggregate,
might have a material  adverse effect on ISA, nor does ISA have any knowledge of
circumstances  under which such a claim could be made. ISA has not filed any tax
returns on a unitary basis or consolidated basis with another entity and has not
entered into any other tax-sharing agreement.                                   

         (d) All taxes,  levies and other  assessments  which ISA is required by
law to withhold or to collect  have been duly  withheld and  collected  and have
been paid over to the proper  governmental  authorities  or held by ISA for such
payment.                                                                        

         (e) The amounts  reserved for taxes on the interim  balance sheets will
be sufficient  for the payment of all  respective  federal,  state,  provincial,
county  and  local  taxes,  domestic  or  foreign  of any kind of ISA  including
interest and penalties in respect  thereof  whether  disputed or not and whether
accrued,  due, absolute,  contingent or otherwise payable by ISA attributable to
all periods ended on or before the effective date.                              

     3.6.  Title  to  Properties:  Liens  and  Encumbrances.  ISA has  good  and
marketable title to the assets and properties  (real and personal,  tangible and
intangible)  which it owns and on which  operations  are conducted and which are
used in its business,  other than property sold or otherwise  disposed of in the
ordinary course of business  subsequent to the Effective Date, free and clear of
all mortgages,  security interests, liens, charges or encumbrances of any nature
whatsoever, except for taxes not yet due and payable and except for those listed
liens and  encumbrances  described  in Schedule  3.6,  none of which  materially
impairs the present use and  occupation of the premises.  Except as disclosed in
Schedule  3.6,  all such  assets  and  properties  are in good  and  serviceable
condition, ordinary wear and tear excepted. ISA has not received any notice that
any of the real properties,  or the plants, structures or appurtenances thereto,
or  any  leasehold  improvements  by  ISA  are in  violation  of any  applicable
ordinances or regulations or building, zoning,  environmental or other laws. All
leases to which ISA is a party (as  either a lessee or  lessor)is  in full force
and effect,  and, to the best knowledge of ISA, no event of default has occurred
(whether with or without notice, lapse of time or the happening or occurrence of
any  other  event)  which  would  constitute  a  default  thereunder.  Except as
disclosed in Schedule 3.6, ISA enjoys peaceful and undisturbed  possession under
all of its leases wherein it is the lessee.                                     

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3.7. Agreements, Contracts and Commitments.                           

         (a) Schedule 3.7 attached hereto contains an accurate and complete list
of all  agreements,  contracts  and leases to which ISA is a party and which are
material  to  the  condition  (financial  or  other),  business,   prospects  or
operations of ISA,  excepting  only such  agreements,  contracts and leases that
incur or cause less than 5% of annual revenues or financial  obligations to ISA.
Except as set forth in  Schedule  3.7,  ISA does not have in effect  nor does it
have any liability under:                                                       

(i) any collective bargaining agreements;         

               (ii) any bonus, deferred compensation,  pension,  profit-sharing,
restricted stock or employee stock purchase plans;          

               (iii)  any  employment  or  consulting  agreement,   contract  or
          commitment with an employee or consultant having more than one year to
          run from the date hereof or  containing an obligation to pay or accrue
more than $5,000 per annum;                                 

               (iv) any lease  which  involves a potential  liability  to ISA as
          lessee  of  more  than  $5,000  or  any   agreement  of  guarantee  or
          indemnification running to any person or entity which involves, singly
   or in the aggregate, a potential liability of more than $5,000;

               (v) any  agreement or contract  relating to capital  expenditures
          which  obligates  ISA to make future  payments  which,  together  with
          future payments under all other  agreements and contracts  relating to
the same capital project, exceed $5,000; or                 

               (vi) any  agreement or contract  relating to the  disposition  or
          acquisition of assets or any interest in any business  enterprise with
          a  book  value  of or  for a  price  of  $5,000  or  more,  except  as
contemplated hereby.                                        

         (b) Except as set forth in Schedule  3.7,  ISA has not  breached any of
the terms or  conditions  of (i) any agreement or contract set forth in Schedule
3.7 in such a manner as would permit any other party to cancel or terminate  the
same or (ii) any agreement or contract  (including  those  referred to in clause
(i) if any such breach or breaches  singly or in the aggregate would require the
payment of an amount in excess of $5,000.                                       

3.8. No Breach; Governmental Authorizations; Required Consents.       

         (a) Except as set forth in  Schedule  3.8,  neither the  execution  and
delivery  of  this  Agreement  by  ISA  nor  consummation  of  the  transactions
contemplated hereby or thereby by ISA will:                                     

               (i)  conflict  with or result  in a breach  of any of the  terms,
          conditions or provisions of the Articles of  Incorporation,  bylaws or
          other governing instruments of ISA or any judgment,  order, injunction
          or  decree  of any  court or  governmental  authority  to which ISA is
          subject or of any  agreement  or contract  listed on Schedule  3.7, or
constitute a material default thereunder; or                

               (ii)  except as  provided  in Section  4.2.  hereof,  require the
consent or approval of any person.                          

         (b) Except as set forth in Schedule  3.8; to the best  knowledge of ISA
after due  inquiry,  ISA is not in  violation of any  applicable  law,  statute,
order, rule or regulation  promulgated by any federal,  state,  local or foreign
governmental  authority  relating to the operation,  conduct or ownership of the
property or business of ISA.                                                    

         (c) Except as set forth in  Schedule  3.8,  neither the  execution  and
delivery of this  Agreement,  nor the  consummation  of the Merger  contemplated
hereby,  are  events  which of  themselves  or with the  giving of notice or the
passage of time or both,  would  constitute a violation  of or conflict  with or
result in any breach of, or default  under the terms,  conditions  or provisions
of, any judgment,  law or  regulation,  or ISA's  Articles of  Incorporation  or
Bylaws of any lease, contract, mortgage, deed of trust, indenture,  agreement or

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instrument  to which ISA is a party or by which it is bound,  or would result in
the creation or  imposition  of any lien,  charge or  encumbrance  of any nature
whatsoever  on the property or assets of ISA and no such event of itself or with
the  giving  of  notice  or the  passage  of  time or both  will  result  in the
acceleration of the due date of any obligation to which ISA is bound.           

     3.9.  Litigation.  Except as set forth in Schedule 3.9, ISA is not party to
any action,  suit, claim,  proceeding or investigation either pending or, to the
best knowledge of its officers and directors,  threatened against, respectively,
ISA or any of its officers or directors in their  capacities  as such, at law or
in equity, or by or before any federal,  state,  provincial,  municipal or other
governmental department, commission, board, agency or instrumentality,  domestic
or foreign.  Except as set forth in Schedule  3.9, ISA is not the subject of any
outstanding judgment, or operating under, subject to, or in default with respect
to,  any  order,  writ,  injunction  or decree of any court or  federal,  state,
provincial,  municipal  or other  governmental  department,  commission,  board,
agency or  instrumentality,  domestic or foreign,  which impairs or could impair
the conduct of its business in any material way.                                

     3.10. Authority. This Agreement has been duly executed by Shareholders, and
the execution and performance of this Agreement will not violate, or result in a
breach of, or constitute a default in any agreement, instrument, judgment, order
or  decree  to  which  Shareholders  are a party or to  which  Shareholders  are
subject,  nor will such execution and  performance  constitute a violation of or
conflict with any fiduciary to which Shareholders are subject. The execution and
delivery and the performance of this Agreement by ISA have been duly and validly
authorized  and approved by the Board of Directors of ISA, and ISA has taken all
action required by law, its charter and other constituent documents to authorize
the execution, delivery and performance of the Merger.                          

     3.11.  Liens and  Encumbrances.  Other than as set forth on  Schedule  3.11
hereof,  all of the real and  personal  property of ISA is free and clear of all
liens, security interests and encumbrances.                                     

     3.12. Brokers' or Finders' Fees, etc. No agent, broker,  investment banker,
person  or firm  acting  on behalf  of the  Shareholders  or ISA or under  their
authority  is or will be entitled to any  broker's or finder's  fee or any other
commission or similar fee directly or indirectly from the Shareholders or ISA in
connection with any of the. transactions contemplated herein.                   

3.13. Names, Patents, Trademarks, etc.                                

         (a) Schedule 3.13 sets forth all copyrights, patents, trademarks, trade
and  domain  names,   federal,   state  or  provincial,   domestic  or  foreign,
registration  of which has been obtained or applied for by ISA, all of which are
valid, in good standing, and uncontested. ISA possesses all rights, licenses, or
other  authority  to use all such  copyrights,  patents,  inventions,  formulas,
processes (secret or otherwise), trademarks and trade names necessary to conduct
its businesses as presently conducted or presently proposed to be conducted. ISA
has not received any notice with respect to any claim of alleged infringement or
unlawful  or  improper  use of any  copyright,  patent,  trademark,  trade name,
process, invention,  formula or other intangible property right owned or alleged
to be owned by others, which claim, if decided adversely,  could have a material
adverse  effect on the business or operations  of ISA. As used herein,  the term
"Intellectual   Property  Rights"  means  all   intellectual   property  rights,
including,   without   limitation,   domestic   and  foreign   patents,   patent
applications,  patent rights,  trademarks,  trademark  registrations,  trademark
applications, trade names, service marks, service mark applications, copyrights,
copyright  applications,   licenses,  know-how,  trade  secrets,  trade  rights,
proprietary  processes and formulae,  inventions,  development  tools,  designs,
plans,  specifications,  technical  information  and other  proprietary  rights,
whether or not  registered,  and all  documentation  and media  relating  to the
above, and the term "ISA  Intellectual  Property Right" shall mean  Intellectual
Property Rights owned by or granted exclusively or nonexclusively to ISA.       

         (b) ISA's current products and products under development are listed on
Schedule 3.13 (collectively, "ISA's Products"). No person has a license to make,
use or  distribute  or the right to acquire  such a license  with respect to any
current or future  version of any ISA Product or any ISA  Product  that is under
development,  and no agreement to which ISA is a party will restrict Telpro from
charging customers for any such new version.  No person has a right to receive a
royalty or other payment in respect of any ISA Product or other ISA Intellectual
Property Rights whether or not pursuant to any contractual  arrangements entered
into by ISA. ISA has no licenses granted, sold or otherwise transferred by or to
it nor other agreements to which it is a party,  relating in whole or in part to
any ISA Product or ISA Intellectual Property Rights.                            

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         (c) The  execution,  delivery and  performance of this  Agreement,  the
consummation  of the  Merger  and the  consummation  of the  other  transactions
contemplated hereby will not breach,  violate or conflict with any instrument or
agreement  governing  any such ISA Product or ISA  Intellectual  Property  Right
necessary  or required  for,  or used in, the conduct of the  business of ISA as
presently  conducted  or as  proposed  to be  conducted  and will not  cause the
forfeiture or  termination  or give rise to a right of forfeiture or termination
of any such ISA Product or ISA Intellectual  Property Right or in any way impair
the right of Telpro to use,  sell,  license or dispose of, either as part or all
of an ISA Product or  subsequent  to the Closing as part, or to bring any action
for the infringement of, any such ISA Product or ISA Intellectual Property Right
or portion thereof.                                                             

         (d) ISA has taken  reasonable  and  practicable  steps to maintain  the
secrecy and  confidentiality of, and its proprietary rights in, all Intellectual
Property  Rights  necessary  or  required  for, or used in, the conduct of ISA's
Business.                                                                       

     3.14.  Compliance  with  Laws.  ISA is  not in  violation  of any  term  or
provision  of its  Articles  of  Incorporation  or  Bylaws,  or of any  term  or
provision of any judgment, decree, order, statute,  injunction,  rule, ordinance
or  governmental  regulation  (including  building,  zoning,  or  environmental)
applicable to it, its properties,  or of any agreement or instrument  applicable
to it;  ISA has  maintained  in full  force and  effect  any  license  or permit
material to the conduct of its business,  and has not received any  notification
that any revocation or limitation thereof is threatened or pending.             

     3.15.  Insurance.  Schedule  3.15  contains a true,  correct  and  complete
description  of all policies of fire,  casualty and  extended  coverage,  public
liability,  worker's  compensation,  life and other forms of insurance  owned or
held,  respectively,  by ISA. All such policies are in full force and effect and
will remain so through the Effective Date. All buildings, plants and properties,
including  but  not  limited  to  leasehold  interests,   machinery,  equipment,
billboards and inventories of ISA are adequately  insured against loss or damage
by fire and all other hazards and risks of the character usually insured against
by persons operating similar  properties in the localities where such properties
are located (including use and occupancy  insurance) under valid and enforceable
policies  issued  by  insurers  of  recognized  responsibility.  Such  insurance
coverage will be continued in full force and effect through the Effective Date. 

 3.16. Absence of Undisclosed Liabilities; Adverse Changes in Condition.

         (a) ISA and its affiliates  has no  liabilities  or obligations  which,
individually or in the aggregate, are material to ISA and which have not been:  

               (i) reflected in the audited  balance sheet of ISA as of December
     31, 2000 referred to in Section 3.4 (the "ISA Balance Sheet"); or

               (ii) incurred in the ordinary  course of business  since December
31, 2000.                                                   

         (b)  Except as set forth in  Section  3.4,  since  December  31,  2000,
whether or not in the ordinary course of business,  there has not been, occurred
or arisen:                                                                      

               (i) any material  adverse  change in the  consolidated  financial
          condition or in the  operations of the business of ISA from that shown
on the ISA Balance Sheet; or                                

               (ii) any damage or  destruction in the nature of a casualty loss,
          whether  covered  by  insurance  or  not,   materially  and  adversely
          affecting  any  property  or  business of ISA which is material to the
    financial condition of the operations of the business of ISA; or

               (iii)  any  actual  or,  to  the   knowledge   of   Shareholders,
          threatened,  strike or other labor trouble or dispute which materially
          adversely  affects,  or which  insofar as ISA knows  might  materially
adversely affect the business or prospects of ISA.          

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3.17 Investment Representations.                                      

         (a) Each of the  Shareholders is acquiring  Telpro Common Stock for his
or its own  account  for  investment  and not  with a view  to,  or for  sale in
connection with, any  distribution  thereof,  nor with any present  intention of
distribution  thereof, nor with any present intention of distributing or selling
the same; and each of the Shareholders has no present or contemplated agreement,
undertaking,  arrangement, obligation, indebtedness, or commitment providing for
the disposition thereof. Each of the Shareholders is not acquiring Telpro Common
Stock for the account or benefit of any U.S.  person as defined in  Regulation S
under the United States Securities Act of 1933 (the "Securities Act),  including
U.S. residents, citizens, corporations, trust, partnerships, and estates.       

         (b) Each of the  Shareholders  has  adequate  net  worth  and  means of
providing for its current needs and personal contingencies to sustain a complete
loss of its investment in Telpro Common Stock. Each of the Shareholders  overall
commitment   to   investments   that   are  not   readily   marketable   is  not
disproportionate  to his or its net worth and means of providing  for his or its
current  needs  and  contingencies  to  sustain  a  complete  loss of his or its
investment  in Telpro;  the overall  commitment of each of the  Shareholders  to
investments that are not readily  marketable is not  disproportionate  to his or
its net worth.                                                                  

         (c) Each of the Shareholders  has substantial  knowledge and experience
in evaluating and investing in securities of companies similar to Telpro so that
he or it is capable of evaluating the merits and risks of investments  generally
and of an investment in Telpro in particular.                                   

         (d) Each of the  Shareholders  is familiar  with the records of Telpro,
access to which Telpro afforded each of the Shareholders, and which has preceded
the proposed  issuance of Telpro Common Stock.  Each of the Shareholders has had
an opportunity to discuss Telpro's business,  management,  and financial affairs
with Telpro's management. He or it has also had the opportunity to ask questions
of officers of Telpro,  which questions were answered to its satisfaction.  Each
of the Shareholders acknowledges and understands that such discussions,  as well
as any written  information issued by Telpro,  were intended to describe certain
aspects of Telpro's business and prospects but were not a thorough or exhaustive
description.                                                                    

         (e) Each of the  Shareholders  understands  that he or it  cannot  sell
Telpro Common Stock, or any portion  thereof,  unless such sale is in accordance
with the provisions of Regulation S under the Securities Act. In this connection
each of the Shareholders  understands that Telpro will advise the transfer agent
for Telpro's  securities  that the shares of Telpro Common Stock are "restricted
securities"  under the  Securities  Act and that they may not be registered  for
transfer by each of the  Shareholders to any person without the prior consent of
Telpro,  which  consent of Telpro will  require an opinion of the  Shareholder's
counsel  to the  effect  that any  transfer  of Telpro  Common  Stock must be in
accordance  with the provisions of Regulation S under the 1933 Act. To this end,
each of the Shareholders  acknowledges  that restrictive  legends will be placed
upon the  certificates  representing  Telpro  Common Stock and that the transfer
agent has been advised of such fact. Each of the  Shareholders  understands that
the legends on the Shareholder's  certificate for Telpro Common Stock limits its
value, including its value as collateral.                                       

         (f)  Each  of the  Shareholders  hereby  represents  that  he or it has
satisfied  itself  as to the  full  observance  of the  laws  of the  applicable
jurisdiction  in which he or it resides or is a citizen in  connection  with the
issuance of Telpro's Telpro Common Stock,  including (a) the legal  requirements
within such  jurisdiction  for the  issuance  of Telpro  Common  Stock,  (b) any
foreign exchange restrictions  applicable to such issuance, (c) any governmental
or other consents that may need to be obtained, and (d) the income tax and other
tax  consequences,  if any,  that  may be  relevant  to the  purchase,  holding,
redemption,  sale, or transfer of Telpro Common Stock. Each of the Shareholder's
beneficial  ownership  of Telpro  Common  Stock will not violate any  applicable
securities or other laws of such jurisdiction.                                  

     3.18  Merger  Proxy  Statement.  None of the  information  supplied  by the
Shareholders  and ISA for inclusion in the proxy  statement  and any  amendments
thereof  (the  "Merger  Proxy  Statement")  to be filed with the  United  States
Securities  and  Exchange  Commission  (the  "Commission")  by Telpro  and to be
distributed in connection  with the meeting of Telpro  shareholders to vote upon
the Telpro Merger and the Merger will, at the time the Merger Proxy Statement is
declared  effective  by order of the  Commission,  at the time of the meeting of
Telpro  shareholders  to be held in  connection  with the Telpro  Merger and the
Merger,  and at the Effective Date,  contain any untrue  statement of a material
fact  or omit to  state  any  material  fact  necessary  in  order  to make  the
statements  therein,  in light of the circumstances  under which they were made,
not misleading.                                                                 

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SECTION 4.  CONDUCT AND TRANSACTIONS PRIOR TO EFFECTIVE DATE                    

     4.1.  Investigations;  Operation of Business of ISA and Telpro. Between the
date of this agreement and the Effective Date:                                  

         (a) Shareholders,  ISA, and Telpro each agree to use their best efforts
to give to the other and their respective representatives and agents full access
to all the  premises  and books and records of ISA and Telpro,  and to cause its
officers and independent auditors to furnish the other such financial operations
data and other  information with respect to the business and properties of it as
the other shall from time to time reasonably request;  provided,  however,  that
any such investigation (i) shall be conducted in such manner as not to interfere
unreasonably  with the  operation of the business of ISA or Telpro,  as the case
may be,  and (ii) shall not affect  any of the  representations  and  warranties
hereunder.  All information obtained by one party from the other hereunder shall
be kept  confidential  and shall be revealed  only to those  persons,  including
counsel,   accountants  and  investment  bankers,  who  have  a  need  for  such
information in the performance of their duties for their respective  principals,
unless  disclosure of such material is compelled by a judicial or administrative
process,  or, in the opinion of their respective  counsel, by other requirements
of law.  The  foregoing  shall not apply to  information  (w)  ascertainable  or
obtained from public  information;  (x) received from a third party not known to
the  recipient  to be under a duty to keep it  confidential;  (y) which  becomes
known to the public (other than through a breach of this Agreement; or (z) which
was independently  developed by (or in the possession of prior to its disclosure
to) the party other than the one to which it relates. It is understood that each
party shall be deemed to have satisfied its obligation to hold such  information
confidential   if  it   exercises   the  same  care  as  it  takes  to  preserve
confidentiality for its own similar information.  In the event of termination of
this  Agreement,  each party will  return all  documents,  work papers and other
material  obtained  from the other  party in  connection  with the  transactions
contemplated hereby.                                                            

         (b) Each party  will use its best  efforts  to  preserve  substantially
intact their  business  organizations,  to keep  available the services of their
present officers and employees, and to preserve their present relationships with
persons having significant business relations therewith.                        

         (c)  Shareholders  shall cause ISA to conduct its business  only in the
ordinary  course,  and, by way of  amplification  and not  limitation,  will not
without the prior written consent of Telpro:                                    

               (i) issue, sell,  purchase or redeem, or grant or commit to issue
          any ISA capital  stock,  other than upon the  exercise of  outstanding
          stock options, warrants or stock purchase rights described in Schedule
3.2;                                                        

               (ii)  grant or commit to grant any  options,  warrants,  or other
          rights to subscribe for or purchase or otherwise acquire any shares of
          its  capital  stock  or  issue  or  commit  to  issue  any  securities
     convertible into or exchangeable for shares of ISA capital stock;

               (iii)  declare,  set aside,  or pay any dividend or  distribution
with respect to ISA capital;                                

               (iv) directly or indirectly redeem, purchase or otherwise acquire
or commit to acquire any ISA capital stock;                 

               (v)  dispose of any assets or incur any  liability  except in the
ordinary course of business;                                

               (vi) effect a split or  reclassification  of any capital stock of
ISA or a recapitalization of ISA; or                        

               (vii)  engage  in any  transaction,  which  would  result  in the
          purchase,  reorganization,  consolidation  or,  division of ISA or any
other transaction having similar effect;                    

               (viii) change the charter,  bylaws or other governing instruments
of ISA;                                                     

               (ix) acquire or agree to acquire the stock or assets of any other
business.                                                   

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               (x) take any action  after the date  hereof  that would cause any
          representation  or  warranty  contained  in this  Agreement  to become
untrue in any material respect;                             

               (xi) pay any obligation or liability,  other than (1) obligations
          or  liabilities  reflected  in  ISA's  Balance  Sheet  when  due,  (2)
          liabilities  incurred  since  the  date of such  Balance  Sheet in the
          ordinary course of business,  and (3) obligations  under any franchise
          agreements, lease agreements, pension, bonus, profit sharing, employee
          stock ownership,  stock option and warrant  agreements,  and the other
agreements set forth in the exhibits;                       

               (xii)  make  or  become   obligated   to  make  any   payment  or
          distribution  (including,   without  limitation,   dividends)  to  its
stockholders (in their capacity as stockholders);           

               (xiii)  do any act or omit to do any act,  or  permit  any act or
          omission  to act,  which  will  cause it to  breach  any  contract  or
commitment to which it is a party;                          

               (xiv)  solicit  from  any  other  person  or  entity  an offer or
          expression  of  interest  in or  with  respect  to  an  offer  for  an
          acquisition,  combination,  or  similar  transaction  involving  it or
          substantially  all of its  assets or  securities  except as  described
          herein and ISA will  promptly  inform  Telpro of the  existence of any
unsolicited offer or expression of interest; or             

               (xv) waive the  provisions of any statute of  limitations as such
          provisions  may apply to the  assessment of federal,  state or foreign
          income  taxes  payable by it for any taxable year or period or portion
thereof prior to the Effective Date.                        

         (d) 1989 Telpro and Telpro shall  conduct  their  business  only in the
ordinary course,  and, by way of amplification  and not limitation,  1989 Telpro
and Telpro shall not, without prior written consent of Shareholders:            

               (i) issue,  sell,  purchase or redeem or grant or commit to issue
          any capital stock,  other than upon the exercise of outstanding  stock
         options, warrants or stock purchase rights described in Schedule 2.2;

               (ii)  grant or  commit to grant any  options,  warrants  or other
          rights to subscribe for a purchase or otherwise  acquire any shares of
          its  capital  stock  or  issue  or  commit  to  issue  any  securities
convertible into or exchangeable for shares of Common Stock;

               (iii)  declare,  set aside,  or pay any dividend or  distribution
   with respect to the capital stock or other ownership interest ;

               (iv) directly or indirectly redeem, purchase or otherwise acquire
or commit to acquire any capital stock;                     

               (v)  transfer  any  assets or incur any  liability  except in the
ordinary course of business;                                

               (vi) effect a split or  reclassification  of any capital stock of
Telpro or a recapitalization of Telpro;                     

               (vii)  engage  in any  transaction,  which  would  result  in the
          purchase, reorganization, consolidation or, division of 1989 Telpro or
          Telpro or any other  transaction  having  similar  effect,  except for
Telpro Merger;                                              

               (viii)  change the  Articles of  Incorporation,  By-Laws or other
governing instrument of Telpro;                             

               (ix) acquire or agree to acquire the stock or assets of any other
business;                                                   

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               (x) take any action  after the date  hereof  that would cause any
          representation  or  warranty  contained  in this  Agreement  to become
untrue in any material respect;                             

               (xi) pay any obligation or liability,  other than (1) obligations
          or liabilities  reflected in 1989 Telpro's balance sheets set forth in
          the Form 10-Q's and Form 10-K's  filed with the SEC,  (2)  liabilities
          incurred since the date of such balance sheets in the ordinary  course
          of  business  or  in  connection   with  the   consideration   of  and
          consummation of this merger,  and (3) obligations  under any franchise
          agreements, lease agreements, pension, bonus, profit sharing, employee
          stock ownership,  stock option and warrant  agreements,  and the other
agreements set forth in the exhibits;                       

               (xii)  make  or  become   obligated   to  make  any   payment  or
          distribution  (including,   without  limitation,   dividends)  to  its
          stockholders  (in their  capacity  as  stockholders),  except  for the
          payment of deferred  obligations to directors  which amounts shall not
          exceed by more than $50,000 the aggregate sum of the obligations to be
satisfied pursuant to Subsection 6.7(a) below;              

               (xiii)  do any act or omit to do any act,  or  permit  any act or
          omission  to act,  which  will  cause it to  breach  any  contract  or
commitment to which it is a party;                          

               (xiv)  solicit  from  any  other  person  or  entity  an offer or
          expression  of  interest  in or  with  respect  to  an  offer  for  an
          acquisition,  combination,  or  similar  transaction  involving  it or
          substantially  all of its  assets or  securities  except as  described
          herein  and 1989  Telpro and Telpro  will  promptly  inform ISA of the
    existence of any unsolicited offer or expression of interest; or

               (xv) waive the  provisions of any statute of  limitations as such
          provisions  may apply to the  assessment of federal,  state or foreign
          income  taxes  payable by it for any taxable year or period or portion
thereof prior to the Effective Date.                        

     4.2. Shareholder Approval. As required by law, 1989 Telpro shall submit and
recommend  this  Agreement  to  its  stockholders  for  approval,  by  proxy  or
otherwise,  at a special meeting of its  stockholders to be held at the earliest
practicable date for the purpose of voting upon a proposal to approve the Merger
and Telpro Merger in accordance with applicable federal and state securities and
corporate laws.                                                                 

SECTION 5.  CONDITIONS TO MERGER                                                

     5.1. Conditions to Obligation of Telpro. The obligation of Telpro to effect
the Merger shall be subject to each of the following conditions:                

         (a)  Representations and Warranties of ISA and Shareholders to be True.
The  representations  and warranties of ISA and  Shareholders  herein  contained
shall be true in all  material  respects  at the  Effective  Date  with the same
effect as though made at such time,  except to the extent  waived  hereunder  or
affected by the schedules delivered  hereunder;  ISA and Shareholders shall have
performed in all material  respects all obligations and complied in all material
respects  with all  covenants and  conditions  required by this  Agreement to be
performed  or complied  with by it at or prior to the  Effective  Date;  and ISA
shall  have  delivered  to  Telpro a  certificate  of ISA in form and  substance
satisfactory  to Telpro  dated the  Effective  Date and signed by its  principal
executive officer, to all such effects.                                         

         (b) Shareholder  Approval.  The  shareholders of 1989 Telpro shall have
approved this Agreement and duly approving the actions of the Board of Directors
in  connection  with this  proposed  transaction.  The Articles of Merger as set
forth  in  Exhibit  1.4  attached   hereto  shall  have  been  approved  by  the
shareholders of 1989 Telpro effecting the winding up of 1989 Telpro's affairs by
merging it into Telpro.                                                         

         (c) No Legal  Proceedings.  No injunction or restraining order shall be
in effect  prohibiting the Merger,  and no action or proceeding  shall have been
instituted  and, at what would  otherwise have been the Effective  Date,  remain
pending before a court to restrain or prohibit the transactions  contemplated by
this Agreement.                                                                 

         (d) Statutory  Requirements.  All statutory  requirements for the valid
consummation  by ISA of the  transactions  contemplated  by this Agreement shall

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have been  fulfilled,  including the shareholder  approval  described in Section
4.2; all authorizations,  consents and approvals of all federal, state and local
governmental agencies and authorities required to be obtained in order to permit
consummation by ISA of the transactions  contemplated by this Agreement,  and to
permit  the  businesses  presently  carried  on by  Telpro  and ISA to  continue
unimpaired in all material  respects  immediately  following the Effective  Date
shall have been obtained.                                                       

         (e) Opinion of Counsel for  Shareholders.  Telpro  shall have  received
from counsel to ISA, an opinion dated the Effective  Date, in form and substance
reasonably satisfactory to Telpro's counsel, substantially to the effect that:  

               (i) ISA is a corporation  duly  incorporated and validly existing
  and in good standing under the laws of the Dominican Republic;

               (ii)  ISA  is  duly   qualified  to  do  business  as  a  foreign
          corporation and in good standing in each state or country set forth in
Schedule 3.1;                                               

               (iii)  ISA has the  corporate  power  to  carry  on its  existing
business;                                                   

               (iv) the  authorized  capital  stock of ISA consists of 5,000,000
          shares of capital  stock,  and the  number of issued  and  outstanding
shares of capital stock of ISA is 2,000,000 shares;         

               (v) each of this  Agreement and all related  documents  have been
          duly  authorized,  executed and delivered by ISA and constitute  valid
          and  binding  obligations  of  ISA,  enforceable  according  to  their
          respective  terms.  All corporate  action by ISA and its  shareholders
          required  to  authorize  the  Merger  has been  taken  and ISA has the
corporate power to effect the Merger;                       

               (vi)  all   authorizations,   consents   and   approvals  of  all
          governmental agencies and authorities,  including any state securities
          or "blue sky" authorities, required in order to permit consummation by
          ISA of the  transactions  contemplated  by this  Agreement  have  been
obtained;                                                   

               (vii) all of the  outstanding  capital stock of ISA has been duly
          and validly authorized and issued, is fully paid and nonassessable and
is as described in Schedule 3.2 hereof; and                 

               (viii)  to the  best  knowledge  of  such  counsel,  neither  the
          execution  and  delivery  by  Shareholders  of  this  Agreement,   nor
          consummation of the transactions  contemplated hereby or thereby, will
          conflict with or result in a breach of any of the terms, conditions or
          provisions of any judgment,  order, injunction,  decree, regulation or
          ruling of any court or governmental authority, domestic or foreign, to
      which ISA is subject, or constitute a material default thereunder.

         (f)  Required  Consents.  Telpro  shall have  obtained  the consents or
approvals of each person and  governmental  agency whose consents or approval is
required in connection  with the  execution,  delivery and  performance  of this
Agreement  except for such  consents or approvals the failure of which to obtain
would  not  in the  aggregate  have a  material  adverse  effect  on  Telpro  or
Shareholders.  Such consents and approvals  shall include,  without  limitation,
pre-approval  of the  Colorado  Secretary of State of the Articles of Merger and
Plan of Merger in substantially the form attached as Exhibit 1.4 hereto.        

         (g) Additional Agreements.  The parties shall have performed all of the
agreements and covenants of Subsection 6.7 below.                               

     5.2.  Conditions to Obligation of ISA and Shareholders.  The obligations of
ISA and  Shareholders  to effect  the Merger  shall be subject to the  following
conditions:                                                                     

         (a)   Representations   and  Warranties  of  Telpro  to  be  True.  The
representations  and warranties of Telpro herein  contained shall be true in all
material  respects at the Effective  Date with the same effect as though made at
such time, except to the extent waived hereunder or affected by the transactions
contemplated  herein;  Telpro shall have performed in all material  respects all
obligations  and  complied  in all  material  respects  with all  covenants  and
conditions  required by this  Agreement to be  performed or complied  with by it

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prior  to  the  Effective  Date;  and  Telpro  shall  have  delivered  to  ISA a
certificate of Telpro in form and substance  satisfactory  to Telpro,  dated the
Effective  Date and signed by its  principal  executive  officer  and  principal
financial officer to all such effects.                                          

         (b) Shareholder Approval. The Articles of Merger of Telpro as set forth
in Exhibit 1.4 attached  hereto shall have been approved by the  shareholders of
Telpro  and filed  with the  Colorado  Secretary  of State  and shall  include a
provision  effecting  a 20 to 1 reverse  split of  Telpro's  outstanding  Common
Stock;  and the  shareholders  of Telpro shall have duly approved the actions of
the Board of Directors in connection with this proposed transaction.            

         (c) No Legal  Proceedings.  No injunction or restraining order shall be
in effect  prohibiting the Merger,  and no action or proceeding  shall have been
instituted  and, at what would  otherwise have been the Effective  Date,  remain
pending before a court to restrain or prohibit the transactions  contemplated by
this Agreement.                                                                 

         (d) Statutory  Requirements.  All statutory  requirements for the valid
consummation by Telpro and Shareholders of the transactions contemplated by this
Agreement shall have been fulfilled; all authorizations,  consents and approvals
of each  person  and all  federal,  state and local  governmental  agencies  and
authorities  required to be obtained in order to permit  consummation  by Telpro
and  Shareholders  of the transaction  contemplated  by this  Agreement,  and to
permit  the  businesses  presently  carried  on by  Telpro  and ISA to  continue
unimpaired in all material  respects  immediately  following the Effective  Date
shall have been obtained.                                                       

         (e)  Opinion of Counsel for Telpro.  Shareholders  shall have  received
from  counsel  for Telpro an  opinion,  dated the  Effective  Date,  in form and
substance reasonably satisfactory to Shareholders' counsel, substantially to the
effect that:                                                                    

               (i) Telpro is a corporation duly  incorporated,  validly existing
and in good standing under the laws of Colorado;            

               (ii)  Telpro  is  duly  qualified  to do  business  as a  foreign
          corporation  and in good  standing in each state set forth in Schedule
2.1.                                                        

            (iii) Telpro has the corporate power to carry on its business;

               (iv)  the  authorized   capital  stock  of  Telpro   consists  of
          100,000,000  shares of common  stock,  no par value per share,  and no
          shares of  preferred  stock are  issued;  and the number of issued and
          outstanding  shares  of  Telpro  Common  Stock  is  22,492,800  as  is
described in Schedule 2.2;                                  

               (v) the shares of Telpro  Common  Stock to be issued in  exchange
          for shares of ISA Common  Stock  pursuant to the  Agreement  have been
          duly  authorized  and,  immediately  after the Effective Date, will be
          duly and validly issued with restrictions,  if required, to be imposed
by applicable law and fully paid and nonassessable;         

               (vi) each of this Agreement, and other related documents has been
          duly authorized, executed and delivered by Telpro and is the valid and
          binding  obligation of Telpro.  All corporate action by Telpro and its
          shareholders  required  to  authorize  the  Merger  has been taken and
          Telpro has the  corporate  power to effect the Merger  provided for in
this Agreement;                                             

               (vii)  all  authorizations,   consents,  approvals,  and  permits
          required   under  state   securities  or  "blue  sky"  laws,  and  all
          authorizations,  consents and approvals of all  governmental  agencies
          and  authorities  of the  United  States  and the  State  of  Colorado
          required in each case in order to permit consummation by Telpro of the
   transactions contemplated by this Agreement have been obtained;

               (viii) All of the  outstanding  capital  stock of Telpro has been
          duly  and  validly   authorized   and   issued,   is  fully  paid  and
 nonassessable and is as described in Schedule 2.2 hereof; and

               (ix) to the best knowledge of such counsel, neither the execution
          and  delivery by Telpro of this  Agreement,  nor  consummation  of the

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          transactions  contemplated  hereby or thereby,  will  conflict with or
          result in a breach of any of the terms,  conditions  or  provisions of
          any judgment,  order, injunction,  decree, regulation or ruling of any
          court or governmental authority,  domestic or foreign, to which Telpro
is subject, or constitute a material default thereunder.    

         (f) Telpro  Common  Stock.  At the  Effective  Date,  Telpro shall have
issued a number  of  shares  of  Telpro  Common  Stock to the  Shareholders,  in
exchange for all of the then issued and outstanding  shares of ISA Common Stock,
equal to 95.0% of Telpro Common Stock after giving effect to such issuance,  but
adjusted for the full  dilution of both Telpro Common Stock and ISA Common Stock
for outstanding  options,  warrants,  or other purchase rights,  as described in
Schedules 2.2 and 3.2.                                                          

         (g)  Election  of  Directors.   At  the  Effective  Date,  the  persons
identified  in  Schedule  1.7 shall be  elected or  appointed  as  officers  and
directors of Telpro, as more specifically described in Section 1.7 hereof.      

SECTION 6.  CERTAIN UNDERSTANDINGS AND AGREEMENTS                               

     6.1. Shareholders' Meeting. As required by applicable laws and regulations,
Telpro and Shareholders will cause a shareholders' meeting to be held by ISA and
Telpro as soon as possible after  execution of this Agreement for the purpose of
adopting this  Agreement and  approving  and ratifying the  consummation  of the
transactions contemplated hereby.                                               

     6.2.  Reservation  of Stock.  The Board of Directors of Telpro prior to the
Effective  Date  will  reserve  sufficient  shares of  Telpro  Common  Stock for
issuance  pursuant to the terms of this  Agreement and take such other action as
is necessary in connection therewith.                                           

     6.3.  Employment  Agreements.  Upon consummation of the Merger Telpro shall
assume  only the ISA  employment  agreements  which  are  presently  listed  and
described in Schedule 6.3 hereof.  It is understood that all such agreements are
current and that there are not any arrearages to be assumed by Telpro.          

     6.4.  Board of and Officers  Following  Merger.  Upon  consummation  of the
Merger,  the then elected  Board of  Directors of Telpro shall be the  directors
identified  on Schedule 1.7. Upon  consummation  of the Merger,  the officers of
Telpro shall be those persons identified on Schedule 1.7.                       

     6.5. "Lock-Up" of Shares. Each of the affiliates of Telpro and ISA prior to
the Merger shall agree that,  during the period of duration  specified by Telpro
and an underwriter of common stock or other securities of Telpro,  following the
effective date of a registration  statement of Telpro filed under the Securities
Act,  he shall not,  to the  extent  requested  by Telpro and such  underwriter,
directly or indirectly sell, offer to sell, contract to sell (including, without
limitation,  any short sale), grant any option to purchase or otherwise transfer
or  dispose  of (other  than to  donees  who agree to be  similarly  bound)  any
securities  of Telpro  held by him at any time  during  such  period  except any
common stock included in such registration; provided, however, that:            

               (a) such agreement shall be applicable only to the first two such
          registration  statements of Telpro which covers common stock (or other
          securities) to be sold on its behalf to the public in an  underwritten
offering following the date of this Agreement; and          

               (b) all  officers  and  directors  of Telpro and all persons with
          registration  rights (whether or not pursuant to this Agreement) enter
into similar agreements.                                    

In order to enforce  the  foregoing  covenant,  Telpro may impose  stop-transfer
instructions  with respect to Telpro  Common Stock (and the shares or securities
of every other person  subject to the  foregoing  restriction)  until the end of
such period.                                                                    

     6.6. Amendments to Articles.  In connection with the Telpro Merger,  Telpro
shall effect, amendments to Telpro's Articles of Incorporation effecting a 20 to
1 reverse split of Telpro's issued and outstanding shares of Common Stock.      

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6.7. Additional Agreements.                                           

         (a)  Notwithstanding  anything to the contrary in this  Agreement,  the
following agreements shall relate to the satisfaction of all wage claims against
Telpro as  reflected  in Telpro's  Form 10-K for the fiscal year ended March 31,
2001:  At or prior to the Closing,  ISA shall escrow or make other  satisfactory
arrangements to Telpro so that Telpro can pay one hundred seventy-five  thousand
($175,000)  dollars in cash to Donald  Ranniger  toward  satisfaction  of a wage
claim as  reflected  on Telpro's  current  10-K and 10-Q on the  Effective  Date
simultaneously  with the effectiveness of the Merger. In addition to making such
cash payment,  Telpro shall also make the following  transfer and stock issuance
to Mr.  Ranniger,  at or prior to Closing,  in further  satisfaction of the wage
claims:  Telpro  shall (i)  transfer  and assign the assets set forth on Exhibit
6.7(a)(i)  attached;  (ii) issue a promissory  note in the  principal  amount of
$25,000 and personally guaranteed by Robert Russell in the form substantially as
set forth in Exhibit 6.7(a)(ii);  and (iii) issue to Mr. Ranniger 381,000 shares
of its Common Stock in addition to those shares of Common Stock already owned by
him. The parties shall also enter into a  Registration  Rights  Agreement in the
form attached as a part of Exhibit  6.7(a)(iii).  The holders of all wage claims
reflected  on Telpro's  current Form 10-K and Form 10-Q shall agree to execute a
release to the effect that upon the payment of such amount, the transfer of such
assets,  the issuance and repayment of such promissory note, and the issuance of
such stock to Mr.  Ranniger shall be in full and complete  satisfaction  of such
wage claims; provided,  however, that such agreement to release all of such wage
claims shall only become effective upon the full and complete performance of all
of such  obligations,  including,  without  limitation,  the timely,  full,  and
complete repayment of such promissory note.                                     

         (b)  ISA  will  timely  pay  all  costs  necessary  to  consummate  the
transaction  contemplated herein. Counsel for ISA will draft documentation to be
reviewed by Telpro's counsel.  ISA will also advance funds and pay for audits of
Telpro and ISA,  if  necessary,  along with legal and other  costs  incurred  by
Telpro to prepare and obtain  approval of the Merger  Proxy and the  approval of
the  Telpro  Merger and the Merger by Telpro  shareholders,  including,  without
limitation,  legal costs,  accounting costs,  transfer agents costs,  filing and
registration fees, costs of printing and mailing the Merger Proxy, and all costs
associated with the holding of the Telpro meeting of shareholders to vote on the
transactions  contemplated by this Agreement. ISA understands that Telpro has no
funds to repay  any  monies  advanced  or  costs  paid by ISA,  and but for this
transaction  Telpro would not be incurring any costs (since its  operations  are
presently stagnant);  as a result, ISA understands that monies advanced or costs
paid by ISA will not be repaid by ISA should this  transaction  not  continue or
otherwise fail to consummate for any reason. The parties acknowledge that Telpro
has received  $75,000 in connection with a letter of intent with another entity,
eSelective,  which monies  Telpro  applied  toward  outstanding  and  continuing
obligations,  costs and  expenses,  as a result of which  Telpro  has not sought
payment of those same  outstanding  costs and  expenses  pursuant to this Merger
Agreement with ISA.                                                             

         (c) As part of the Telpro Merger,  Telpro will take all necessary steps
to legally reverse-split its current shareholders under a 20 to 1 reverse split,
such reverse to take effect as of the Closing. This includes the solicitation of
proxies,  shareholders'  notice and the holding of the shareholder  meeting. The
costs of this shareholder vote and proxy  preparation and mailing shall be borne
by ISA. The parties also hereby agree that  following the Merger,  the new Board
of  Directors  of Telpro  shall not approve or  authorized  any  reverse-splits,
mergers,  stock for stock  exchanges or other  similar  transactions,  that will
remain in place for three-hundred and sixty-five (365) days, except for the SB-2
and S-8 applications addressed below.                                           

         (d) After closing, the new Board of Directors will use their reasonable
best efforts to initiate filing an SB-2 and a S-8  registration  statements with
the SEC for the issuance and  registration  of 10,000,000  additional  shares of
Telpro's Common Stock.                                                          

         (e) The present  Board of Directors of Telpro shall resign  immediately
upon the Effective Date.                                                        

         (f)  The  parties   hereby  agree  that  any  and  all  fund   raising,
underwriting  and/or any other financing  conducted by Telpro post completion of
this transaction will be in the traditional manner of capital raising.          

         (g)  Shareholders,  upon the  closing  of this  transaction,  will take
significant  steps to locate  experienced  individuals  to operate and otherwise

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manage Telpro.  Shareholders hereby agree that such individuals will be retained
within ninety (90) days after the close of the  transaction.  These  individuals
will be experienced in securities,  company audits,  financial affairs and other
aspects of managing a publicly traded company.                                  

         (h)  Shareholders  will  cause  Telpro  to timely  comply  with all the
requirements of a publicly traded company, including, but not limited to 10-K's,
10-Q's,  8-K's,  and will have any and all press releases  reviewed by corporate
counsel  for  Telpro.  All  parties  agree  not to issue any  press  release  or
otherwise  make  any  public   statement   with  respect  to  the   transactions
contemplated  hereby  without the consent of the other  parties  (which  consent
shall not unreasonably be withheld),  except as may be required by law, in which
event  such  press  release  or  public  statement  shall  be  made  only  after
consultation with the other parties.                                            

         (i) To the  extent  that the Law  Offices  of Marc  Tow  have  rendered
services in connection  with past dealings  with the parties,  the  Shareholders
will be responsible to ensure that appropriate and acceptable  consideration has
been paid to Marc Tow  and/or his law firm and will  defend and hold  Telpro and
past and present  Telpro  officers,  and directors  harmless in the event of any
dispute with Mr. Tow and/or his law firm.                                       

         (j) The parties  understand  and agree that Leslie J. Ranniger does not
work in the area of securities  law and has  consistently  disclosed that she is
not  securities  counsel and does not have  expertise in this area.  The parties
also understand and agree that, to the extent this agreement  involves Clara and
Don Ranniger, the parents of Leslie J. Ranniger,  then Leslie J. Ranniger has an
obvious conflict and bias in favor of her parents,  which the parties  expressly
acknowledge and waive.  Leslie J. Ranniger has not, in any respect,  represented
or  purported  to  present  ISA,  Shareholders,   or  their  representatives  or
affiliates, and has made this clear throughout discussions and negotiations.  In
fact, to mitigate any conflict,  Telpro hired another law firm as its counsel in
this matter.                                                                    

         (k) Subject to the terms and conditions  herein  provided,  each of the
parties  hereto  agrees to use all  reasonable  efforts to take,  or cause to be
taken, all actions and to do, or cause to be done, all things necessary,  proper
or advisable  under  applicable  laws and  regulations  to  consummate  and make
effective the  transactions  contemplated by the Merger and this Agreement.  ISA
and Telpro will use their  respective  best  efforts to obtain (and to cooperate
with each other in  obtaining)  any  consent,  authorization  or approval of, or
waiver or  exemption  by, any  governmental  authority or any other party or its
subsidiaries)  in  connection  with the  Merger  or to allow  Telpro  to own and
operate the properties and businesses of Telpro in a manner  consistent with the
way such properties and businesses are presently owned and operated.            

     6.8.  Negative  Covenants of Telpro  Following the Effective  Date.  Telpro
shall not engage in the following  actions after the Effective Date for a period
of one year:                                                                    

         (a) Except for (i) the Public  Offering  (as defined  below),  (ii) the
issuance of up to 2,000,000 performance shares,  incentive shares, or restricted
shares of Common Stock issued for  compensatory  purposes  pursuant to an equity
incentive plan approved by Telpro's Board of Directors, or (iii) the issuance or
grant of options,  warrants or other  similar  rights to purchase up to the same
2,000,000  shares of Common  Stock for  compensatory  purposes  with an exercise
price of not less  than the  Average  Closing  Sales  Price on the date of grant
pursuant  to a stock  option plan or other  equity  incentive  plan  approved by
Telpro's  Board of Directors,  Telpro will not issue,  offer for sale,  sell, or
otherwise  dispose of (i) any Common Stock of Telpro,  whether now authorized or
not at a price less than the Average  Closing Sales Price (as defined below) per
share of Common Stock,  (ii) any rights,  options,  or warrants to purchase said
Common Stock with an exercise  price less than the Average  Closing Sales Price,
or (iii)  any  securities  of any  type  whatsoever  that  are,  or may  become,
convertible  into  Common  Stock at a  conversion  price  less than the  Average
Closing Sales Price;                                                            

         (b)  Telpro  will not  create  any new class or  series of shares  with
redemption  rights or having  preferences over, or being on a parity with Common
Stock as to voting, dividends or assets;                                        

         (c) Telpro will not purchase,  redeem or otherwise acquire (or pay into
or set aside for a sinking  fund for such  purpose),  any of the Common Stock of
Telpro,  provided,  however,  that  this  restriction  shall  not  apply  to the
repurchase of shares of Common Stock from  directors  officers,  consultants  or
employees of Telpro or any  subsidiary  pursuant to  agreements  approved by the
Board of Directors  under which Telpro has the option to repurchase  such shares
upon the occurrence of certain  events,  including  termination of employment or
services;                                                                       

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         (d) Telpro will not declare or pay dividends in cash, stock, options or
any other form of assets or securities of Telpro;                               

         (e)  Telpro  will not  effect  any sale or other  conveyance  of all or
substantially  all of the  assets of Telpro or any of its  subsidiaries,  or any
consolidation or merger involving Telpro or any of its subsidiaries with or into
any other Telpro,  if more than fifty  percent (50%) of the surviving  entity is
not owned by persons who were holders of capital stock or securities convertible
into capital stock of Telpro immediately prior to such merger,  consolidation or
sale;                                                                           

         (f) Telpro will not make any material  investment either by purchase of
stock or securities,  contributions to capital, property transfer or purchase of
any material amount of property or assets of any other person;                  

         (g) Telpro will not incur any other  indebtedness  for  borrowed  money
other than  borrowings in the ordinary course of business under a line of credit
not to exceed $2,000,000,  or issue any debt securities,  or assume,  guarantee,
endorse or otherwise as an accommodation become responsible for, the obligations
of any other person, or make any loans or advances;                             

         (h) Telpro will not amend,  repeal or waive any material  provision of,
or add any material  provision to, Telpro's  Articles of Incorporation or Bylaws
if such action would alter or change preferences,  rights,  privileges or powers
of, or the restrictions provided for the benefit of, the Common Stock; and      

         (i) Telpro will not pay  compensation,  including,  but not limited to,
compensation  in the form of salary,  bonuses,  shares of stock of Telpro or the
right  to  receive  shares  of  stock  of  Telpro,   or  any  form  of  deferred
compensation,  employee  benefit or  perquisite,  whether any such  compensation
arrangement is written or oral, to any shareholder, officer, director, or senior
employee  of Telpro in excess  of  $150,000  in the case of the chief  executive
officer of Telpro, or $100,000 in all other cases, or the equivalent thereof per
person, annually;  provided, however, that foregoing limits shall not apply if a
compensation  committee  of the Board of  Directors  of Telpro,  the majority of
which consist of independent  non-employee directors,  determine that reasonable
and competitive market rates exceed such limits. For purposes of determining the
aggregate value of such  compensation,  such compensation shall be valued at the
time such compensation is granted.  Notwithstanding the foregoing,  Telpro shall
satisfy the wage claim as set forth in Section 6.7(a) hereof.                   

For purposes hereof, "Public Offering" shall be defined as the closing of a firm
commitment  public  offering  pursuant  to a  registration  statement  under the
Securities Act of 1933, as amended,  covering the offer and sale of Common Stock
the aggregate gross proceeds of which equal or exceed  $5,000,000 at a per share
issuance price to the public of at least $.50 per share (appropriately  adjusted
for  subdivisions and combinations of shares of Common Stock occurring after the
Reverse  Split)  filed  with  the  Securities  and  Exchange  commission  or any
successor agency or body performing similar functions.                          

For purposes  hereof,  "Average Closing Sale Price" shall mean the average daily
closing price per share,  rounded to three decimal  places,  of Telpro's  Common
Stock as  reported  through  the  National  Association  of  Securities  Dealers
Automated  Quotation System ("NASDAQ") OTC Bulletin Board (or if no such closing
prices are  reported  on the basis of the  lowest  independent  offer  quotation
reported therefor for that day on NASDAQ or other comparable  service;  or if no
such  quotations  are  reported,  on the  basis  of the most  nearly  comparable
valuation  method as determined by Telpro) for the ten consecutive  trading days
ending on the day in which any action is to be taken.                           

Notwithstanding  the forgoing,  the restrictions set forth in this Section shall
not apply if the Board of Directors of Telpro makes a good faith  determination,
after  consultation with counsel,  that the failure of the Board of Directors to
authorize and approve any such proposed transaction could reasonably be deemed a
breach of its fiduciary duties under applicable law.                            

6.9. Indemnification.                                                 

         (a) From and after the Effective Date, Shareholders and Telpro, jointly
and severally,  hereby agree to defend,  indemnify and hold harmless each of the

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directors and officers of 1989 Telpro and Telpro,  and each person,  if any, who
controls 1989 Telpro and Telpro,  to the fullest extent  permitted by applicable
law  from  and  against  any  and  all  losses,  claims,  damages,  expenses  or
liabilities,  joint or several,  to which they or any of them may become subject
under the  Securities  Act or any other  statute or at common law or  otherwise,
and,  except as provided below,  shall reimburse each such director,  officer or
controlling person for any legal or other expenses  reasonably  incurred by them
or any of them in connection with investigating or defending any actions whether
or not  resulting in any  liability,  insofar as such losses,  claims,  damages,
expenses,  liabilities  or  actions  arise out of or are based on any  action or
omission occurring prior to the Effective Date, arise out of or are based on any
breach or alleged breach of any of the  representations,  warranties,  covenants
and agreements of 1989 Telpro, Telpro, ISA or the Shareholders contained in this
Agreement, arise out of or are based upon any untrue statement of alleged untrue
statement of a material  fact  contained  in this  Agreement or the Merger Proxy
Statement, or arise out of or are based upon the omission or alleged omission to
state therein a material fact required to be stated therein or necessary to make
the statements therein not misleading.                                          

         (b) From and  after  the  Effective  Date,  Shareholders,  jointly  and
severally,  hereby agree to defend,  indemnify and hold harmless 1989 Telpro and
Telpro to the fullest  extent  permitted by applicable  law from and against any
and all losses, claims, damages,  expenses or liabilities,  joint or several, to
which they or any of them may become  subject  under the  Securities  Act or any
other  statute or at common law or  otherwise,  and,  except as provided  below,
shall  reimburse each  corporation  for any legal or other  expenses  reasonably
incurred by them or any of them in connection  with  investigating  or defending
any actions  whether or not resulting in any liability,  insofar as such losses,
claims, damages,  expenses,  liabilities or actions arise out of or are based on
any  breach  or  alleged  breach  of  any of  the  representations,  warranties,
covenants and agreements of ISA or the Shareholders contained in this Agreement,
arise out of or are based upon any untrue  statement of alleged untrue statement
of a material fact contained in this Agreement or the Merger Proxy Statement, or
arise out of or are based upon the omission or alleged omission to state therein
a  material  fact  required  to be  stated  therein  or  necessary  to make  the
statements therein not misleading, but only insofar as any such untrue statement
or omission or alleged untrue statement or omission was made with respect to the
description of ISA or the Shareholders.                                         

         (c) Promptly  after  receipt by a party to be  indemnified  pursuant to
this Section 6.9 of notice of the commencement of any action in respect of which
indemnity  may be sought  hereunder,  the  indemnified  party  will  notify  the
indemnifying  party or  parties  in writing  of the  commencement  thereof,  and
indemnifying  party or parties shall,  subject to the  provisions  stated below,
assume the defense of the action (including the employment of counsel, who shall
be counsel reasonably satisfactory to the indemnified party or parties and shall
not be counsel otherwise employed by the indemnifying  parties), and the payment
of expenses  insofar as such action  shall  relate to any alleged  liability  in
respect of which indemnity may be sought. The indemnified party or parties shall
have the right to employ  separate  counsel in any action and to  participate in
the defense thereof,  but the fees and expenses of their counsel shall not be at
the expense of the  indemnifying  party or parties unless the employment of that
counsel has been specifically  authorized by the indemnifying  party or parties.
The  indemnifying  party or parties  shall not be liable to indemnify any person
for  any  settlement  of  any  action  effected   without  the  consent  of  the
indemnifying party or parties.  Notwithstanding  any provision in this Agreement
to the contrary,  the obligations of the indemnifying parties under this Section
6.9  shall  survive  consummation  of  the  transactions  contemplated  by  this
Agreement and other related documents.                                          

SECTION 7.  TERMINATION  OF  OBLIGATIONS  AND  WAIVERS OF CONDITIONS; PAYMENT OF
EXPENSES                                                                        

     7.1. Termination of Agreement and Abandonment of Merger. Anything herein to
the contrary notwithstanding,  this Agreement and the Merger contemplated hereby
may be terminated at any time before the Effective Date, whether before or after
approval of this Agreement by the shareholders of Telpro and/or ISA, as follows,
and in no other manner:                                                         

         (a) Mutual Consent.  By mutual consent of Shareholders and of the Board
of Directors of Telpro.                                                         

         (b) Expiration Date. By Shareholders, ISA, or by the Board of Directors
of Telpro if the Merger shall not have become  effective by July 31, 2001, which
date, may be extended by mutual agreement of the parties.                       

     7.2.  Payment of  Expenses;  Waiver of  Conditions.  In the event that this
Agreement  shall be terminated  pursuant to Section 7.1, all  obligations of the

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parties under this Agreement  shall terminate and there shall be no liability of
any party to the other.  All costs and expenses  incident to its negotiation and
preparation of this Agreement and to its  performance of and compliance with all
agreements  and  conditions  contained  herein  or  therein  on its  part  to be
performed or complied with,  including the fees,  expenses and  disbursements of
counsel  shall  be borne  and paid as set  forth  in  Subsection  6.7(b)  above;
provided that the  obligations of Shareholders  and Telpro  contained in Section
6.9 hereof,  and the  confidentiality  obligations  of the parties  contained in
Section 4.1(a) hereof, shall survive any such termination;  and further provided
that the  nonrefundable  advance made by  eSelective  to Telpro  pursuant to the
letter of intent dated  September,  2000,  shall not be refunded.  If any of the
conditions  specified in Section 5.1 hereof has not been  satisfied,  Telpro may
nevertheless at its election proceed with the transactions  contemplated  hereby
and if any of the  conditions  specified  in  Section  5.2  hereof  has not been
satisfied,  ISA may  nevertheless at its election  proceed with the transactions
contemplated  hereby.  Any such  election  to proceed  shall be  evidenced  by a
certificate executed on behalf of the electing party by an authorized officer or
representative.                                                                 

SECTION 8.  GENERAL                                                             

     8.1.  Amendments.  Subject  to  applicable  law,  this  Agreement  and  any
schedule,  list or exhibit  attached hereto may be amended only by an instrument
in  writing  signed by an officer or  authorized  representative  of each of the
parties hereto upon  authorization  by Shareholders or by the Board of Directors
of Telpro before or after the meeting of shareholders referred to in Section 6.1
hereof at any time prior to the Effective  Date,  except that no such  amendment
shall affect the rate of exchange provided for in the Agreement.                

     8.2. No Assignment.  This Agreement may not be assigned by either party, by
operation of law or otherwise, except that 1989 Telpro may assign this agreement
by operation of law to Telpro as a result of its merger into Telpro as set forth
in the Plan of Merger and Articles of Merger attached as Exhibit 1.4.           

     8.3.  No  Survival  of  Representations,  Warranties,  and  Agreements.  No
representations,  warranties,  or agreements in this Agreement shall survive the
Effective Date, except for the agreements set forth in Sections 1, 6, and 8, and
the representations and warranties of Shareholders set forth in Section 3.      

     8.4.  Governing  Law.  Except  where the laws of another  jurisdiction  are
necessarily applicable, this Agreement and the legal relations among the parties
hereto shall be governed by and  construed in  accordance  with the laws (except
for conflict of laws provisions) of the State of Colorado.                      

     8.5.  Notices.  Any notice or other  communications  required or  permitted
hereunder shall be sufficiently given if sent by facsimile or by registered mail
or certified mail, postage prepaid and addressed as follows:                    

If to Telpro and 1989 Telpro, to:         

  Don E. Ranniger, President
P.O. Box 17013          
   Golden, Colorado 80402-6017

 Facsimile: (303) 727-6711

with copies to:                           

Leslie Ranniger, Esq.   
P.O. Box 15             
Boulder, Colorado 80306 

 Facsimile: (303) 449-0949

If to Shareholders, to:                   

 Robert Russell, President
Inter-leisure, S.A.     
Ave. 27 de Febrero esq. 
          Tiradentes, Plaza Merengue do piso
Suite 202               
         Santa Domingo, Dominican Republic

Facsimile: 809/472-2377 

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with copies to:                           

Dennis H. Johnston, Esq.
2895 Woodwardia Drive   
     Los Angeles, California 90077

Facsimile: 310/470-5765 

     8.6. Headings.  The descriptive headings of the sections and subsections of
this Agreement are inserted for convenience only and do not constitute a part of
this Agreement.                                                                 

     8.7.  Counterparts.   This  Agreement  may  be  executed  in  one  or  more
counterparts, all of which shall be considered one and the same agreement.      

     8.8.  Reliance Upon  Representations  and Warranties.  Notwithstanding  any
right of any party hereto to fully  investigate  the affairs of any other party,
the parties hereto may rely upon the  representations,  warranties and covenants
made  to it in  this  Agreement  and on the  accuracy  of any  certificate,  any
schedule attached hereto (collectively,  the "Disclosure Schedules"), exhibit or
other  document  given or delivered to it pursuant to this  Agreement.  Further,
knowledge by an agent of any party hereto of any facts not  otherwise  disclosed
in this Agreement, the Disclosure Schedules or any other related document, shall
not  constitute  a defense  to any claim  for  misrepresentation,  breach of any
warranty,  agreement, or covenant under this Agreement, the Disclosure Schedules
or any other related document.  No  representations or warranties have been made
by or on behalf of any person to induce  any party to enter into this  Agreement
or to abide by or consummate the  transactions  contemplated  by this Agreement,
except  representations  and  warranties  expressly  set  forth  herein,  in the
Disclosure Schedules or in any other related document.                          

     8.9.  Waiver.  No purported waiver by any party of any default by any other
party of any term,  covenant or condition contained herein shall be deemed to be
a waiver of such term, covenant or condition unless the waiver is in writing and
signed  by the  waiving  party.  No such  waiver  shall in any event be deemed a
waiver of any subsequent  default under the same or any other term,  covenant or
condition contained herein.                                                     

     8.10.  Entire  Agreement.  This  Agreement,  together  with  the  schedules
attached  hereto  and any  certificate,  exhibit  or  other  document  given  or
delivered pursuant hereto, sets forth the entire understanding among the parties
concerning  the subject  matter of this  Agreement  and  incorporates  all prior
negotiations and understandings.  There are no covenants,  promises, agreements,
conditions or understandings,  either oral or written,  between them relating to
the  subject  matter of this  Agreement  other than those set forth  herein.  No
alteration,  amendment,  change or addition to this  Agreement  shall be binding
upon any party unless in writing and signed by the party to be charged.         

     8.11. No Partnership. Nothing contained in this Agreement will be deemed or
construed  by  the  parties  hereto  or  by  any  third  person  to  create  the
relationship of principal and agent or partnership or joint venture.            

     8.12.  Partial  Invalidity.  If any term,  covenant  or  condition  in this
Agreement or the application thereof to any person,  party or circumstance shall
be invalid or unenforceable,  the remainder of this Agreement or the application
of such term,  covenant or  condition  to persons or  circumstances,  other than
those as to which it is held invalid, shall be unaffected thereby and each term,
covenant  or  condition  of this  Agreement  shall be valid and  enforced to the
fullest extent permitted by law.                                                

     8.13.  Joint  Preparation.  This  Agreement  is to be  deemed  to have been
negotiated  and prepared  jointly by the parties  hereto and any  uncertainty or
ambiguity  existing herein, if any, shall not be interpreted  against any party,
but  shall  be  interpreted  according  to  the  application  of  the  rules  of
interpretation for arm's length agreements.                                     

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         IN WITNESS  WHEREOF,  the parties have caused this Agreement to be duly
executed  by their  authorized  officers  as of the date  and year  first  above
written.                                                                        

Telecommunications Products, Inc.,         Telecommunications Products, Inc.,   
a Colorado corporation                     a dissolved Colorado corporation 1989

By: /s/ Donald Ranniger                    By: /s/ Donald Ranniger              
   -------------------------------------       ---------------------------------
Donald Ranniger,                            Donald Ranniger, President    
President                                                                 

Inter-Leisure, S.A.                                                             

By: /s/                                                                         
------------------------------------                                    

Title:                                                                          
---------------------------------                                 

/s/ Robert Russell                         /s/ Paul Egan                        
----------------------------------------   -------------------------------------
Robert Russell                                 Paul Egan  

Baltic Ventures, Ltd.                                Indigo Consultants, Ltd.   

By: /s/                                    By: /s/                              
   -------------------------------------      ----------------------------------

Title:                                     Title:                               
      ----------------------------------         -------------------------------

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 EXHIBIT 1.4

ARTICLES OF MERGER

     The undersigned corporations pursuant to C.R.S.ss.7-111-105, hereby execute
the following articles of merger:                                               

 ARTICLE ONE

     The names of the  corporations  proposing  to merge  are  Telecommunication
Products,  Inc., a dissolved  corporation  (1989) which was organized  under the
laws of the State of Colorado and was  administratively  dissolved on January 1,
1989 ("1989 Telpro"), and Telecommunication  Products, Inc., which was organized
under the laws of the State of Colorado  on April 21,  1999  ("Telecommunication
Products, Inc.").                                                               

 ARTICLE TWO

     The  surviving  corporation  shall  be  Telecommunication   Products,  Inc.
organized  on April 21, 1999.  The name of the  surviving  corporation  shall be
Telecommunication  Products,  Inc.  and it shall be  governed by the laws of the
State of  Colorado.  The address of the  principal  office of  Telecommunication
Products, Inc. is 795 McIntyre Street, Golden, Colorado 80401.                  

 ARTICLE THREE

     The terms and  conditions of the merger are set forth in the Plan of Merger
attached hereto and incorporated herein by reference.                           

ARTICLE FOUR

     As to each corporation, the shareholders of which were required to vote for
approval, the number of shares voted for the plan was sufficient for approval.  

ARTICLE FIVE

     The adoption of the Plan of Merger and the performance of the terms thereof
have  been  duly  approved  by the  Boards  of  Directors  of  1989  Telpro  and
Telecommunication  Products,  Inc.,  Inc.,  and all provisions of the law of the
State of Colorado have been complied with.                                      

 ARTICLE SIX

     Pursuant  to  Section  7-111-105(2),  the  merger  is  to be  effective  on
__________, 2001.                                                               

     IN WITNESS WHEREOF,  each of the undersigned  corporations has caused these
articles  of merger to be  executed in its name by an officer as of the day of ,
2001.                                                                           

             TELECOMMUNICATION PRODUCTS, INC.,
                 a dissolved Colorado corporation 1989

By:                 
                                 -----------------------------------------------
               Donald E. Ranniger, President

             TELECOMMUNICATION PRODUCTS, INC.,
  a Colorado corporation

By:               
                                  ----------------------------------------------
                 Donald E. Ranniger, President

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PLAN OF MERGER

     This  Plan  of  Merger  is  made  effective  the  day  of ,  2001,  between
Telecommunication  Products,  Inc., a dissolved Colorado corporation 1989 ("1989
Telpro"), the merging corporation,  Telecommunication Products, Inc., a Colorado
corporation  organized  on April 21, 1999  ("Telecommunication  Products"),  the
surviving corporation.  As of the date the Articles of Merger are filed with the
Colorado Secretary of State, 1989 Telpro shall be merged into  Telecommunication
Products under the laws of the State of Colorado.                               

     1.  Recitals.  Common stock is the only class of  outstanding  stock of the
1989  Telpro.  1989  Telpro  was  administratively  dissolved  in 1989  and as a
completion  of  the  winding  up  of  its  affairs  desires  to be  merged  into
Telecommunication Products (the "Merger"). The corporations desire to adopt this
Plan of Merger  under which 1989  Telpro  will be merged into  Telecommunication
Products.  The Boards of Directors of the corporations  deem it advisable and in
the best interests of the corporations and shareholders of the corporations that
1989 Telpro  merge and combine with  Telecommunication  Products as set forth in
this Plan of Merger.                                                            

     2. Terms and  Conditions.  The terms and  conditions  of the Merger are set
forth herein.                                                                   

     3.  Conversion  of  Securities.  The Merger shall provide for the following
issuance and exchange of securities:                                            

         (a) The authorized  shares of  Telecommunication  Products shall remain
unchanged as a result of the Merger.  Each issued and outstanding  twenty shares
of Telpro 1989 shall be converted into one fully paid and nonassessable share of
Telecommunication   Products.   Any   fractional   interest  in  the   resulting
Telecommunication  Products  common stock that would  otherwise  result from the
foregoing exchange ratio shall be rounded up to the next higher whole share.    

         (b) From and  after  the  effective  date of the  Merger,  certificates
representing   shares  of  1989  Telpro  and  shares   representing  issued  and
outstanding stock of Telecommunication  Products as of the effective date of the
Merger (collectively,  "Old Shares") shall be deemed to represent only the right
to  shares  of the  new  stock  in  Telecommunications  Products  to  which  the
shareholder would be entitled ("New Shares").                                   

         (c) After  the  Effective  Date of the  Merger,  the  holder of the Old
Shares may, upon  surrender of  certificates  evidencing  their Old Shares,  for
cancellation to American  Securities Transfer and Trust, P. O. Box 1596, Denver,
Colorado 80201 (the "Transfer Agent").  The Transfer Agent shall issue new stock
certificates  evidencing  ownership  of the New  Shares  on the  basis set forth
above.                                                                          

     4.  Corporate  Existence.  Telecommunication  Products  shall  continue  in
existence unchanged at the time of Merger. The separate existence of 1989 Telpro
shall  thereupon  cease and 1989  Telpro and  Telecommunication  Products  shall
become a single corporation in accordance with this Plan of Merger.             

     5.  No   Amendments   to  Articles  of   Incorporation.   The  Articles  of
Incorporation of Telecommunication  Products shall not be amended as a result of
the Merger.                                                                     

6. Miscellaneous.                                                     

         (a) This Plan of Merger and all questions  arising  hereunder  shall be
governed by the laws of the State of Colorado.                                  

         (b) This Plan of  Merger  shall be  interpreted  in such a manner as to
render it  enforceable  to the maximum  degree  possible.  In the event that any
clause  of this Plan of Merger is found to be  illegal  or  unenforceable,  such
clause  shall  be  severed  or  modified  to the  extent  necessary  to make the
remainder  of this Plan of Merger  enforceable,  and as so severed or  modified,
this Plan of Merger shall remain in full force and effect.                      

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Dated the day and year first set forth above.                           

               TELECOMMUNICATION PRODUCTS, INC.,
                   a dissolved Colorado corporation 1989

By:               
                                  ----------------------------------------------
                 Donald E. Ranniger, President

               TELECOMMUNICATION PRODUCTS, INC.,
    a Colorado corporation

By:               
                                  ----------------------------------------------
                 Donald E. Ranniger, President

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--------------------------------------------------------------------------------

SCHEDULE 1.7
------------

Post-Merger Telpro Board of Directors and Officers
--------------------------------------------------

A     Board of Directors                                                        
------------------                                                  

1.       Robert Russell                                             

2.       Jim Johnson                                                

3.       Dennis H. Johnston                                         

B     Officers                                                                  
--------                                                            

Robert Russell, President, Chief Executive Officer, Treasurer       

  Dennis H. Johnston, Vice President, Chief Financial Officer, Secretary

--------------------------------------------------------------------------------

SCHEDULE 2.1
------------

 Telpro Qualification as Foreign Corporation; Corporate Standing
 ---------------------------------------------------------------

     Telpro was  organized as a Colorado  corporation  in June 1983.  Telpro was
administratively  dissolved by the Colorado  Secretary of State in 1989, without
the knowledge of the principals.  However,  Telpro continued to act and function
as a  corporate  entity  since  its  administrative  dissolution,  and its stock
continued  to be traded on the OTC  Bulletin  Board under the symbol  TLCR.  The
questions of Telpro's  corporate  status has been submitted to the office of the
Colorado  Secretary of State  pursuant to the request  attached.  An affirmative
oral response has been  received to the request and documents to effectuate  the
Telpro  Merger  have  been  submitted  to the  Colorado  Secretary  of State for
preapproval.  It is  expected  the  Colorado  Secretary  of State  will  confirm
Telpro's continued  corporate status and will allow Telpro to be merged into the
corporation also named  Telecommunication  Products, Inc. formed pursuant to the
Articles of  Incorporation  filed April 24, 1999.  Upon the  consummation of the
merger which,  if  governmental  and  shareholder  approval are obtained and all
other conditions set forth the Agreement are satisfied,  shall occur immediately
prior to the merger of ISA into Telpro.  As a result of such merger,  the Telpro
will assume, by operation of law, all rights and liabilities of Telpro under the
Agreement.  In addition,  the Articles of Merger filed to effectuate  the merger
shall contain the 20 for 1 Reverse Split as contemplated by the Agreement.      

   Telpro has not qualified to do business in any state other than Colorado.

--------------------------------------------------------------------------------

SCHEDULE 2.2
------------

Outstanding Telpro Options, Warrants and Subscription Rights
------------------------------------------------------------

None.                                                                           

--------------------------------------------------------------------------------

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SCHEDULE 2.5
------------

Names, Patents, Trademarks, etc.
--------------------------------

The name Telecommunication  Products,  Inc. is held in the State of Colorado. No
other rights to names are held.                                                 

No patent or trademark rights are held by 1989 Telpro or Telpro.                

--------------------------------------------------------------------------------

SCHEDULE 2.6
------------

Telpro Tax and Other Returns and Reports
----------------------------------------

No exceptions.                                                                  

--------------------------------------------------------------------------------

SCHEDULE 2.7
------------

 Telpro Agreements, Contracts, and Commitments
 ---------------------------------------------

Don Ranniger  and Clara  Ranniger  have  deferred  payment of their  salaries as
officers of 1989 Telpro  since  January,  1987,  which  amount  totals  $651,900
through the end of the fiscal year ended March 31, 2000.  Mr. and Mrs.  Ranniger
are still owed  outstanding  interest  of  $12,909.17  as of March 31, 2000 from
prior loans to 1989  Telpro,  as well as the  principal  sum of  $2,805.24.  The
monthly salaries of Mr. And Mrs. Ranniger are $2,500 and $1,600, respectively.  

--------------------------------------------------------------------------------

SCHEDULE 2.8
------------

Telpro Leases; Title to Properties
----------------------------------

None.                                                                           

--------------------------------------------------------------------------------

SCHEDULE 2.9
------------

Telpro Breaches of Statute or Contract
--------------------------------------

None.                                                                           

--------------------------------------------------------------------------------

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 SCHEDULE 2.10
 -------------

 Telpro Litigation (Actual, Pending or Threatened)
 -------------------------------------------------

None.                                                                           

--------------------------------------------------------------------------------

 SCHEDULE 2.14
 -------------

Telpro Liens on Real and Personal Property
------------------------------------------

None.                                                                           

--------------------------------------------------------------------------------

 SCHEDULE 2.16
 -------------

Telpro Insurance
----------------

None.                                                                           

--------------------------------------------------------------------------------

SCHEDULE 3.1
------------

ISA Qualification as Foreign Corporation
----------------------------------------

ISA is not  required to qualify as a foreign  corporation  inasmuch as since the
inception of the corporation,  ISA has not been engaged in a business outside of
our  jurisdiction  which would require it to obtain  qualification  as a foreign
corporation.                                                                    

--------------------------------------------------------------------------------

SCHEDULE 3.2
------------

 Outstanding ISA Options, Warrants and Subscription Rights
 ---------------------------------------------------------

ISA has issued no options,  warrants,  or subscription  rights since its date of
incorporation.                                                                  

--------------------------------------------------------------------------------

SCHEDULE 3.5
------------

 ISA Tax and Other Returns and Reports
 -------------------------------------

ISA has not been required to file tax or other returns or reports,  as under the
laws of its  domicile,  domestic  corporations  are only  required  to file such
reports when and if such  companies are  operating at a profit.  Please refer to
the audit of Ernst & Young concerning ISA's operating history.                  

--------------------------------------------------------------------------------

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SCHEDULE 3.6
------------

ISA Leases, Title to Properties, Liens and Encumbrance
------------------------------------------------------

ISA is a party to no leases, has title to no properties (other than intellectual
properties), and has no liens or other encumbrance other than those set forth in
the Ernst & Young audit dated as of December 31, 2000.                          

--------------------------------------------------------------------------------

SCHEDULE 3.7
------------

ISA Agreements, Contracts, and Commitments
------------------------------------------

ISA is not a party to any agreements,  contracts or commitments  other than such
commitments  entered into in the ordinary course of business,  none of which are
material,  other than those items set forth in the audited financial  statements
dated December 31, 2000.                                                        

--------------------------------------------------------------------------------

SCHEDULE 3.8
------------

 ISA Breaches of Statute or Contract
 -----------------------------------

ISA is not in breach of any  statute or  contract  as those terms are more fully
referred to in the Agreement.                                                   

--------------------------------------------------------------------------------

SCHEDULE 3.9
------------

 ISA Litigation (Actual, Pending, or Threatened)
 -----------------------------------------------

ISA has  been  threatened  by a firm for the  collection  of  professional  fees
outstanding  in an amount  of  approximately  $10,000  . This has been  verbally
settled as ISA has committed to fulfill its agreement for fees subsequent to the
closing of the merger transaction with the Company.                             

--------------------------------------------------------------------------------

 SCHEDULE 3.11
 -------------

 ISA Liens on Real and Personal Property
 ---------------------------------------

None.                                                                           

--------------------------------------------------------------------------------

 SCHEDULE 3.13
 -------------

ISA Names, Patents, Trademarks, Etc.; ISA Products
--------------------------------------------------

ISA has a  copyright  registration  under  the laws of the  Commonwealth  of the
Dominican  Republic for the  "Tellapro"  software.  ISA has  registered  certain
domain names and other name rights in connection with its  incorporation and has
products which consist  primarily of those set forth in its business plan and in
the report of Ernst & Young dated as of December 31, 2000.                      

ISA  possesses  all right,  title and  interest in and to the  following  domain
names:                                                                          

www.tellapro.com                                                                
www.4onlinepages.com                                                            
www.4livedirectory.com                                                          
www.operatorgo.com                                                              
www.eselective.com                                                              

--------------------------------------------------------------------------------

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 SCHEDULE 3.16
 -------------

 ISA Insurance
 -------------

ISA maintains no insurance as that term is used in the Agreement other than such
insurance as is  maintained  pursuant to local laws and statutes for the benefit
of employees of the corporation.                                                

--------------------------------------------------------------------------------

SCHEDULE 6.3
------------

 Employment Agreements Assumed By Telpro
 ---------------------------------------

ISA has entered  into two  written  contract  for  services  with its  technical
engineers who have  developed the ISA  software.  In addition,  contracts may be
negotiated  with  other  key  employees  following  the  closing  of the  merger
transactions in the ordinary course of business and subject to the covenants set
forth in the Agreement.                                                         

--------------------------------------------------------------------------------

 Exhibit 6.7(a)(i)
 -----------------

 Transfer of Telpro Assets
 -------------------------

All machinery,  equipment,  and other fixed assets of Telpro  existing as of the
Effective Date;                                                                 

All of the  inventories of raw materials,  parts,  work-in-process  and finished
goods,  wherever  located,  to the extent not disposed of by Telpro prior to the
Effective Date in the ordinary course of business; and                          

All designs, drawings, inventions,  formulae, trade secrets, manufacturing data,
test and  quality  control  data,  technical  reports and  know-how  utilized in
connection with Telpro's business existing as of the Effective Date.            

--------------------------------------------------------------------------------

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EXHIBIT 6.7(a)(ii)
------------------

 PROMISSORY NOTE

$25,000.00                                              __________________, 2001

     For  value   received,   Telecommunication   Products,   Inc.,  a  Colorado
corporation  (the "Maker"),  whose address is P.O. Box 17013,  Golden,  Colorado
80402-6017,  promises to pay to Donald  Ranniger (the "Payee") the principal sum
of $25,000.00,  with interest at the rate of 8% per annum, compounded monthly on
the average daily principal balance outstanding during such month, from the date
hereof  until paid in full.  Principal  and  interest  on the unpaid  balance of
principal  shall be due and payable on the closing of a firm  commitment  public
offering pursuant to a registration  statement under the Securities Act of 1933,
as amended,  covering the offer and sale of Common Stock of Maker, the aggregate
gross proceeds of which equal or exceed $5,000,000 at a per share issuance price
to  the  public  of  at  least  $.50  per  share  (appropriately   adjusted  for
subdivisions  and  combinations  of  shares  of  Common  Stock)  filed  with the
Securities and Exchange  Commission or any successor  agency or body  performing
similar functions;  provided,  however, if not sooner paid, the entire principal
amount outstanding and interest thereon shall be due and payable on December 31,
2001.  Any partial  prepayment  of principal  shall not postpone the due date or
affect the amount of any subsequent payment.                                    

     Payment shall be made to the Payee  at___________________,  Golden Colorado
______________ or any other place the Holder may specify in writing.            

     This Note is issued  pursuant to, and in accordance  with, an Agreement and
Plan  of  Merger  dated  ____________________,   2001,  between  the  Maker  and
Inter-Leisure, S.A., and the shareholders of Inter-Leisure, S.A.                

     All  obligations  under this Note  shall be  immediately  due and  payable,
without  notice or  demand,  at  Payee's  option,  upon or at any time after the
occurrence or existence of any one or more of the following "Events of Default":

         A. Maker fails to pay when due any of the  obligations  under this Note
or fails to  perform  any of the  terms or  covenants  of this Note or any other
existing or future agreement between Maker and Payee;                           

         B. Any  representation,  warranty or statement of fact made by Maker to
Payee in this Note or any other agreement, schedule, exhibit, or otherwise shall
prove inaccurate or misleading;                                                 

         C. Any judgment in excess of $5,000 or any  injunction or attachment is
obtained against Maker and is either enforced or remains unsatisfied or unstayed
for a period of ten days;                                                       

         D.  Maker is  dissolved  or the usual  business  of Maker  ceases or is
suspended;                                                                      

         E. Maker makes an  assignment  for the benefit of  creditors,  makes or
sends notice of a bulk  transfer or calls a general  meeting of its creditors or
principal creditors;                                                            

         F. Any petition or application  for relief under the bankruptcy laws of
the  United  States  now  or  hereafter  in  effect  or  under  any  insolvency,
reorganization,  receivership,  readjustment of debt, dissolution or liquidation
law or statute of any jurisdiction now or hereafter in effect (whether at law or
in equity) is filed by or against Maker;                                        

         G. The indictment of Maker under any criminal statute,  or commencement
or  threatened  commencement  of criminal or civil  proceedings  against  Maker,
pursuant to which statute or  proceedings  the  penalties or remedies  sought or
available include forfeiture of any of the property of Maker; or                

         H. A sale,  transfer,  or other disposition of substantially all of the
assets of Maker, including a merger, consolidation, or reorganization.          

     Upon the  occurrence of an Event of Default and if such Event of Default is
not  remedied  within 10 days after  notice of such Event of Default  and at any
time  thereafter,  then all of the  obligations due under this Note shall become
due and payable at once, at the option of the Payee,  without  further notice or
demand,  which notice and demand is hereby specifically  waived. In the event of
such an Event of Default and/or  acceleration  of the payment of the obligations
due under this Note,  Payee shall have all rights and remedies  provided in this
Note, any other agreements between Maker and Payee, or other applicable law, and

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interest  shall  begin to accrue on the  unpaid  principal  balance of this Note
until  paid at a  fluctuating  rate per annum of 4% above  the  prime  rate (the
"Prime  Rate")  announced  from time to time in the Wall Street  Journal,  which
interest  rate shall  change with each change in the Prime Rate.  All rights and
remedies of Payee are  cumulative  and not  exclusive  and are  enforceable,  in
Payee's discretion,  alternatively,  successively, or concurrently on any one or
more  occasions  and in any order Payee may  determine.  Payee may  exercise the
option to  accelerate in his  discretion  after any such Event of Default by the
Maker regardless of any prior forbearance.                                      

     Payee shall not, by any act, delay, omission or otherwise be deemed to have
expressly or impliedly  waived any of his rights or remedies  unless such waiver
shall be in writing  and  signed.  The waiver by Payee of any right or remedy on
any one  occasion  shall  not be  construed  as a bar to or a waiver of any such
right or remedy which Payee would otherwise have on any future occasion, whether
similar in kind or otherwise.                                                   

     Maker shall pay, on Payee's  demand,  all costs,  expenses  (including  all
costs,  reasonable  fees, and expenses of the attorneys for Payee),  filing fees
and  taxes  payable  in  connection  with  the  collection,   liquidation,   and
enforcement of the  obligations  due Payee under this Note, and all other future
agreements and documents  related  hereto,  including any  amendments,  waivers,
supplements,  or consents which may hereafter be made or entered into in respect
hereof,  or in  any  way  involving  claims  by or  against  Payee  directly  or
indirectly arising out of or related to the relationship between Maker or Payee.

     If any provision of this Note is held to be invalid or unenforceable,  such
provision  shall  not  effect  this  Note as a  whole,  but this  Note  shall be
construed  as though it did not  contain  the  particular  provision  held to be
invalid or unenforceable.                                                       

     Presentment,  notice of  dishonor,  and  protest  are hereby  waived by the
maker, and shall be binding upon him and his successors and assigns.            

     As an additional  consideration,  the Maker understands and agrees that the
obligation  evidenced  by this  Note is made in the  State of  Colorado  and the
provisions  hereof will be construed in accordance with the laws of the State of
Colorado; and such parties further agree that in the event of default, this Note
may be enforced in any court of  competent  jurisdiction  in  Jefferson  County,
State of Colorado,  and they do hereby submit to the  jurisdiction of such court
regardless of their residence or where this Note or any  endorsement  hereof may
be executed.                                                                    

     Any notice  required  or  allowed  to be given  under this Note shall be in
writing and shall be given by mailing  such notice by  certified  mail,  postage
prepaid,  return  receipt  requested,  to the  party to  receive  notice  at the
respective  address  stated  above or to such  other  address  as such party may
designate  by notice to the other  party.  Any  notice so given  shall be deemed
effective three days after mailing.                                             

Dated the day and year set forth above.                               

                      TELECOMMUNICATION PRODUCTS, INC.

By:       
                                      ------------------------------------------
                     Robert Russell, President

 GUARANTEE

     The undersigned Guarantor hereby  unconditionally and absolutely guarantees
the Maker's  payment as and when due pursuant to this Note,  including any costs
or penalties due pursuant to the terms of this Note. The Guarantor  acknowledges
that it may be joined in any action or  proceeding  commenced  against the Maker
based on the  Note,  and the  Payee  shall  not be  required  first  to  assert,
prosecute,  resort,  or exhaust  any remedy or claim  against  the Maker  before
proceeding on this Guarantee against the Guarantor.  The Guarantor agrees to pay
any and all costs and expenses of  collection  for any sums due under this Note,
including without limitation, reasonable attorneys' fees, whether or not suit is
commenced.                                                                      

Dated the day and year set forth above.                               

GUARANTOR                                                                       

---------------------------------                                               
Robert Russell                                                  

---------------------------------                                               

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 EXHIBIT 6.7(a)(iii)
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 REGISTRATION RIGHTS AGREEMENT
 -----------------------------

         REGISTRATION RIGHTS AGREEMENT,  dated as of ____________________  (this
"Agreement"),   by  and  among  Telecommunication  Products,  Inc.,  a  Colorado
corporation (the "Company"), and the undersigned (the "Investor").              

     WHEREAS, pursuant to that certain Agreement and Plan of Merger, dated as of
June  25,   2001  (the   "Merger   Agreement"),   by  and  among  the   Company,
Telecommunication    Products,   Inc.,   a   dissolved   Colorado   corporation,
InterLeisure,  S.A., a Dominican Republic  Corporation,  and the shareholders of
InterLeisure,  S.A., the Investor has agreed to acquire certain shares of Common
Stock of the Company (the "Common  Stock"),  pursuant to the terms of the Merger
Agreement in exchange for a release of a wage claim against the Company; and    

     WHEREAS, in connection with the Merger Agreement, the Company has agreed to
register  for sale by the  Investor  and certain  transferees,  the Common Stock
received by the Investor pursuant to the terms of the Merger Agreement; and     

     WHEREAS, the parties hereto desire to enter into this Agreement to evidence
the foregoing  agreement of the Company and the mutual  covenants of the parties
relating thereto;                                                               

     NOW, THEREFORE,  in consideration of the foregoing and the covenants of the
parties  set forth  herein and for other good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  subject to the terms
and conditions set forth herein, the parties hereby agree as follows:           

     Section 1. Certain Definitions.  Capitalized terms used herein that are not
otherwise  defined shall have the meanings  assigned to such terms in the Merger
Agreement.  In addition,  in this  Agreement the following  terms shall have the
following respective meanings:                                                  

         "Affiliate"  means,  when  used with  respect  to a  specified  Person,
another Person that directly,  or indirectly through one or more intermediaries,
controls  or is  controlled  by or is  under  common  control  with  the  Person
specified.                                                                      

         "Commission" means the Securities and Exchange  Commission or any other
federal agency at the time administering the Securities Act.                    

         "Exchange Act" means the  Securities  Exchange Act of 1934, as amended,
and the rules and  regulations  of the  Commission  thereunder,  all as the same
shall be in effect at the relevant time.                                        

         "Holders"  shall mean (i) the  Investor  and (ii) each  Person  holding
Registrable  Stock as a result of a transfer  or  assignment  to that  Person of
Registrable Stock permitted pursuant to Section 8 of this Agreement.            

         "Indemnified  Party" has the meaning  ascribed to it in Section 5(c) of
this Agreement.                                                                 

         "Indemnifying  Party" has the meaning ascribed to it in Section 5(c) of
this Agreement.                                                                 

         "Person" means an individual, corporation,  partnership, estate, trust,
association, private foundation, joint stock company or other entity.           

         The  terms  "Register,"  "Registered"  and  "Registration"  refer  to a
registration  effected  by  preparing  and filing a  registration  statement  in
compliance  with the  Securities  Act  providing  for the sale by the  Holder of
Registrable  Stock in  accordance  with the method or  methods  of  distribution
designated by the Holder,  and the declaration or ordering of the  effectiveness
of such registration statement by the Commission.                               

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         "Registrable  Stock"  means the Common  Stock  received by the Investor
pursuant to the Merger Agreement,  except that as to any particular  Registrable
Stock,  once issued such securities shall cease to be Registrable Stock when (a)
a  registration  statement with respect to the sale of such  securities  becomes
effective  under the  Securities  Act and such  securities  are  disposed  of in
accordance  with such  registration  statement,  (b) such securities are sold in
accordance with Rule 144 (or any successor  provision)  under the Securities Act
or (c) such Securities become  transferable within any consecutive 90-day period
in accordance with Rule 144.                                                    

         "Rule 144" means Rule 144 (or any successor  provision)  promulgated by
the Commission under the Securities Act.                                        

         "Securities Act" means the Securities Act of 1933, as amended,  and the
rules and regulations of the Commission thereunder,  all as the same shall be in
effect at the relevant time.                                                    

Section 2. Registration.                                              

         (a) Required  Registration.  If the Company  shall  receive at any time
after the date which is six months after the  Effective  Date a written  request
from the Holders that the Company  Register the Registrable  Stock,  the Company
shall prepare and file with the  Commission as soon as  practicable,  and in any
event  within  60 days or less  from the date of such  request,  a  registration
statement on Form S-3 or, if not  available,  then on another  applicable  form,
which may be a post-effective amendment to an existing registration statement of
the  Company,  for the  purpose  of  effecting  a  Registration  of the sale the
Registrable  Stock  issued by the  Company to  Investor  pursuant  to the Merger
Agreement  The  Company  shall use its  reasonable  best  efforts to effect such
Registration  as  soon  as  practicable  (including,   without  limitation,  the
execution of an undertaking to file  post-effective  amendments and  appropriate
qualification under applicable state securities laws). The Company shall use its
reasonable best efforts to keep such Registration  continuously  effective until
the earlier of (a) the second  anniversary  of the date hereof,  (b) the date on
which  all  Registrable  Stock  have  been sold  pursuant  to such  registration
statement  or Rule 144 and (c) the date on which  all of the  Registrable  Stock
held by  such  Holder  may be sold in any  consecutive  three  month  period  in
accordance  with Rule 144;  provided,  however,  that the  Company  shall not be
obligated to maintain the effectiveness of any Registration that is not effected
under Rule 415 for a period in excess of 90 days;  provided,  further,  that the
Company  shall  not  be  obligated  to  take  any  action  to  effect  any  such
Registration,  qualification  or  compliance  pursuant to this  Section 2 in any
particular  jurisdiction in which the Company would be required to (x) execute a
general   consent  to  service  of  process  in  effecting  such   Registration,
qualification or compliance  unless the Company is already subject to service in
such jurisdiction or (y) qualify as a foreign corporation in any jurisdiction in
which the Company is not then qualified.                                        

         (b) Suspension Right.  Notwithstanding the foregoing, the Company shall
have the  right  (the  "Suspension  Right")  to  suspend  sales  under any filed
registration  for a period of not more than 120 days during any one-year  period
ending on December  31, if the Company  furnishes  to the Holders a  certificate
signed by an executive  officer or any director of the Company  stating that, in
the good faith judgment of the Company,  it would be unlawful for the Company or
its  stockholders to continue sales under the filed  registration  statement and
therefore  the Company has elected  suspend  sales under the filed  registration
statement.                                                                      

         (c) Company Registration.  If (but without any obligation to do so) the
Company proposes to register (including for this purpose a registration effected
by the  Company for  shareholders  other than the  Holders)  any of its stock or
other securities under the Securities Act in connection with the public offering
of such securities solely for cash (other than a registration relating solely to
the  sale  of  securities  to  participants  in  a  Company  stock  plan,  or  a
registration  on  any  form  which  does  not  include  substantially  the  same
information  as would be required to be  included  in a  registration  statement
covering the sale of the  Registrable  Stock),  the Company shall, at such time,
promptly give each Holder written notice of such proposed registration. Upon the
written  request of each Holder given within  twenty (20) days after  mailing of
such notice by the Company,  the Company  shall,  subject to the  provisions  of
Subsection  (d),  cause to be  registered  under the Act all of the  Registrable
Stock that each such Holder has requested to be registered.                     

         (d)  Underwriting   Requirements.   In  connection  with  any  offering
involving an underwriting of shares of the Company's  capital stock, the Company
shall not be  required  under  Subsection  (c) to  include  any of the  Holders'
securities in such underwriting unless they accept the terms of the underwriting

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as agreed upon  between the Company and the  underwriters  selected by it (or by
other  persons  entitled  to  select  the  underwriters),  and then only in such
quantity  as the  underwriters  determine  in  their  sole  discretion  will not
jeopardize  the success of the offering by the  Company.  If the total amount of
securities,  including Registrable Stock, requested by Holders to be included in
such offering  exceeds the amount of  securities  sold other than by the Company
that the underwriters  determine in their sole discretion is compatible with the
success of the  offering,  then the Company  shall be required to include in the
offering only that number of such securities, including Registrable Stock, which
the  underwriters  determine in their sole  discretion  will not  jeopardize the
success of the offering (the  securities so included to be apportioned  pro rata
among the selling Holders  according to the total amount of securities  entitled
to be included therein owned by each selling Holder or in such other proportions
as shall mutually be agreed to by selling Holders) but in no event shall (i) the
amount of securities of the selling Holders  included in the offering be reduced
below thirty  percent (30%) of the total amount of  securities  included in such
offering,  unless such  offering is the first public  offering of the  Company's
securities  after the Effective  Date, in which case the selling  Holders may be
excluded if the underwriters make the determination described above and no other
shareholder's   securities   are   included.   For  purposes  of  the  preceding
parenthetical   concerning   apportionment   any  selling   Holder  which  is  a
partnership,  limited  liability company or corporation,  the partners,  retired
partners,  members and  shareholders  of such holder,  or the estates and family
members of any such partners and retired partners and any trusts for the benefit
of any of the foregoing persons shall be deemed to be a single "selling Holder,"
and any pro-rata  reduction with respect to such "selling Holder" shall be based
upon the aggregate  amount of shares carrying  registration  rights owned by all
entities and individuals  included in such "selling  Holder," as defined in this
sentence.                                                                       

Section 3. Registration Procedures.                                   

         (a) The Company shall promptly  notify the Holders of the occurrence of
the following events:                                                           

               (i) when any registration  statement  relating to the Registrable
          Stock or  post-effective  amendment  thereto filed with the Commission
has become effective;                                       

               (ii) the issuance by the Commission of any stop order  suspending
          the  effectiveness  of  any  registration  statement  relating  to the
Registrable Stock;                                          

               (iii) the  suspension of an effective  registration  statement by
          the Company in  accordance  with the last  paragraph  of Section  2(a)
hereof;                                                     

               (iv) the Company's  receipt of any notification of the suspension
          of  the   qualification   of  any  Registrable   Stock  covered  by  a
registration statement for sale in any jurisdiction; and    

               (v) the existence of any event, fact or circumstance of which the
          Company has  knowledge,  that results in a  registration  statement or
          prospectus relating to Registrable Stock or any document  incorporated
          therein by reference  containing an untrue  statement of material fact
          or omitting to state a material fact required to be stated  therein or
          necessary to make the  statements  therein not  misleading  during the
distribution of securities.                                 

         The Company  agrees to use its  reasonable  best  efforts to obtain the
withdrawal of any order suspending the  effectiveness  of any such  registration
statement  or any state  qualification  as promptly as  possible.  The  Investor
agrees by acquisition of the  Registrable  Stock that upon receipt of any notice
from the Company of the occurrence of any event of the type described in Section
3(a)(ii),  (iii),  (iv) or (v) to immediately  discontinue  their disposition of
Registrable  Stock  pursuant  to any  registration  statement  relating  to such
securities until the Investor's  receipt of written notice from the Company that
such disposition may be made.                                                   

         (b)  The  Company  shall  provide  to the  Holders,  at no  cost to the
Holders, a copy of the registration  statement and any amendment thereto used to
effect the Registration of the Registrable  Stock, each prospectus  contained in
such  registration  statement or  post-effective  amendment and any amendment or
supplement  thereto  and such other  documents  as the  requesting  Holders  may
reasonably  request in order to facilitate the  disposition  of the  Registrable
Stock covered by such registration statement. The Company consents to the use of
each such  prospectus  and any  supplement  thereto by the Holders in connection
with the offering and sale of the Registrable Stock covered by such registration

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statement or any amendment thereto. If the Common Stock is listed on a "national
securities exchange" as defined in Rule 153 under the Securities Act at any time
during the period in which the  Company is  obligated  to keep the  registration
statement  effective  pursuant to Section  2(a),  the Company  shall also file a
sufficient number of copies of the prospectus and any  post-effective  amendment
or supplement thereto with such national  securities exchange (or, if the Common
Stock is no longer listed thereon, with such other securities exchange or market
on which the Common  Stock is then  listed) so as to enable the  Holders to have
the  benefits  of the  prospectus  delivery  provisions  of Rule 153  under  the
Securities Act.                                                                 

         (c) The Company agrees to use its reasonable  best efforts to cause the
Registrable  Stock covered by a registration  statement to be registered with or
approved by such state securities  authorities as may be necessary to enable the
Holders to  consummate  the  disposition  of such stock  pursuant to the plan of
distribution set forth in the registration  statement;  provided,  however, that
the  Company  shall not be  obligated  to take any  action  to  effect  any such
Registration,  qualification  or  compliance  pursuant to this  Section 3 in any
particular  jurisdiction  in which the  Company  would be  required to execute a
general   consent  to  service  of  process  in  effecting  such   Registration,
qualification or compliance  unless the Company is already subject to service in
such  jurisdiction  or qualify as a foreign  corporation in any  jurisdiction in
which the Company is not then qualified.                                        

         (d) Subject to the Company's  Suspension  Right, if any event,  fact or
circumstance  requiring an amendment to a registration statement relating to the
Registrable  Stock or  supplement  to a prospectus  relating to the  Registrable
Stock shall exist,  as promptly as  practicable  upon becoming aware thereof the
Company  agrees to notify the  Holders  and prepare and furnish to the Holders a
post-effective  amendment to the  registration  statement or  supplement  to the
prospectus or any document  incorporated  therein by reference or file any other
required  document so that,  as  thereafter  delivered to the  purchasers of the
Registrable  Stock,  the  prospectus  will not contain an untrue  statement of a
material fact or omit to state any material  fact required to be stated  therein
or  necessary  to make the  statements  therein not  misleading  in the light of
circumstances under which such statements were made.                            

         (e) The Company  agrees to use its  reasonable  efforts  (including the
payment of any  listing  fees) to obtain the  listing of all  Registrable  Stock
covered by the registration  statement on each securities  exchange or automated
quotation  system  on which  securities  of the same  class or  series  are then
listed.                                                                         

         (f) The Company agrees to use its reasonable efforts to comply with the
Securities  Act and the  Exchange Act in  connection  with the offer and sale of
Registrable  Stock  pursuant  to a  registration  statement,  and,  as  soon  as
reasonably  practicable  following  the end of any fiscal  year  during  which a
registration  statement  effecting a Registration of the Registrable Stock shall
have been  effective,  to make  available  to its  security  holders an earnings
statement satisfying the provisions of Section 11(a) of the Securities Act.     

         (g) The  Company  agrees  to  cooperate  with the  selling  Holders  to
facilitate  the timely  preparation  and delivery of  certificates  representing
Registrable Stock sold pursuant to a Registration and not bearing any Securities
Act legend and to enable  certificates for such  Registrable  Stock to be issued
for such  numbers  of stock and  registered  in such  names as the  Holders  may
reasonably request.                                                             

     Section 4. Expenses of Registration.  All reasonable  expenses,  other than
underwriting  discounts and commissions or fees and disbursements of counsel for
any of the  Holders,  incurred  in  connection  with  registrations,  filings or
qualifications  pursuant  to  Sections  2  and  3  hereof,  including,   without
limitation,  all registration,  listing and  qualifications  fees,  printers and
accounting fees and the fees and  disbursements of counsel for the Company shall
be borne by the Company.                                                        

Section 5. Indemnification.                                           

         (a) The Company will indemnify each Holder,  each Holder's officers and
directors, and each person controlling such Holder within the meaning of Section
15 of the Securities  Act,  against all expenses,  claims,  losses,  damages and
liabilities  (including  reasonable legal expenses),  arising out of or based on
any untrue statement (or alleged untrue  statement) of a material fact contained
in any registration  statement or prospectus  relating to the Registrable Stock,
or any  amendment or  supplement  thereto,  or based on any omission (or alleged
omission)  to state  therein a material  fact  required to be stated  therein or
necessary to make the statements therein not misleading, provided, however, that
the  Company  will not be liable in any such  case to the  extent  that any such

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claim,  loss,  damage,  liability  or  expense  arises out of or is based on any
untrue  statement or omission or alleged untrue  statement or omission,  made in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by such Holder or underwriter for inclusion therein.                    

         (b) Each Holder will  indemnify the Company,  each of its directors and
each of its officers who signs the registration statement, each underwriter,  if
any, of the Company's  securities  covered by such registration  statement,  and
each person who controls the Company or such  underwriter  within the meaning of
Section 15 of the  Securities  Act,  against  all  claims,  losses,  damages and
liabilities  (including  reasonable  legal fees and expenses)  arising out of or
based on any untrue  statement (or alleged untrue  statement) of a material fact
contained in any such registration statement or prospectus,  or any amendment or
supplement  thereto,  or based on any  omission  (or alleged  omission) to state
therein a material fact  required to be stated  therein or necessary to make the
statements  therein not misleading,  in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission (or
alleged  omission)  is made in such  registration  statement or  prospectus,  in
reliance upon and in  conformity  with  information  furnished in writing to the
Company by such Holder for inclusion therein.                                   

         (c) Each party  entitled to  indemnification  under this Section 5 (the
"Indemnified  Party")  shall  give  notice  to the  party  required  to  provide
indemnification (the "Indemnifying Party") promptly after such Indemnified Party
has actual  knowledge of any claim as to which indemnity may be sought,  but the
omission  to so notify  the  Indemnifying  Party  shall not  relieve it from any
liability which it may have to the Indemnified  Party pursuant to the provisions
of this  Section 5 except to the extent of the actual  damages  suffered by such
delay in notification.  The Indemnifying  Party shall assume the defense of such
action,  including the  employment  of counsel to be chosen by the  Indemnifying
Party to be reasonably  satisfactory  to the Indemnified  Party,  and payment of
expenses.  The Indemnified  Party shall have the right to employ its own counsel
in any such case,  but the legal fees and expenses of such  counsel  shall be at
the expense of the  Indemnified  Party,  unless the  employment  of such counsel
shall have been  authorized in writing by the  Indemnifying  Party in connection
with the  defense  of such  action,  or the  Indemnifying  Party  shall not have
employed counsel to take charge of the defense of such action or the Indemnified
Party shall have reasonably concluded that there are defenses available to it or
them  which  are  different  from  or  additional  to  those  available  to  the
Indemnifying  Party (in which  case the  Indemnifying  Party  shall not have the
right to direct the defense of such action on behalf of the Indemnified  Party),
in any of which events such fees and expenses shall be borne by the Indemnifying
Party.  No  Indemnifying  Party, in the defense of any such claim or litigation,
shall,  except with the consent of each Indemnified  Party,  which consent shall
not be unreasonably withheld, consent to entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the  claimant  or  plaintiff  to such  Indemnified  Party of a release  from all
liability in respect to such claim or litigation.                               

         (d)  If  the  indemnification   provided  for  in  this  Section  5  is
unavailable  to a party  that would have been an  Indemnified  Party  under this
Section 5 in respect of any expenses,  claims,  losses,  damages and liabilities
referred to herein,  then each party that would have been an Indemnifying  Party
hereunder shall, in lieu of indemnifying such Indemnified  Party,  contribute to
the  amount  paid or  payable  by such  Indemnified  Party as a  result  of such
expenses,  claims,  losses,  damages and  liabilities  in such  proportion as is
appropriate to reflect the relative fault of the  Indemnifying  Party on the one
hand and such Indemnified Party on the other in connection with the statement or
omission  which  resulted  in  such  expenses,   claims,   losses,  damages  and
liabilities,  as  well  as any  other  relevant  equitable  considerations.  The
relative fault shall be determined by reference to, among other things,  whether
the untrue or alleged  untrue  statement  of a material  fact or the omission or
alleged omission to state a material fact relates to information supplied by the
Indemnifying  Party or such Indemnified  Party and the parties' relative intent,
knowledge,  access to  information  and  opportunity  to correct or prevent such
statement  or  omission.  The Company and each Holder agree that it would not be
just and equitable if  contribution  pursuant to this Section were determined by
pro rata  allocation  or by any other method of  allocation  which does not take
account of the equitable considerations referred to above in this Section 5(d). 

         (e) No  person  guilty  of  fraudulent  misrepresentation  (within  the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution   from  any  person   who  was  not   guilty  of  such   fraudulent
misrepresentation.                                                              

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         (f) In no event  shall any Holder be liable for any  expenses,  claims,
losses,  damages or liabilities  pursuant to this Section 5 in excess of the net
proceeds to such Holder of any Registrable Stock sold by such Holder.           

     Section 6.  Information  to be  Furnished  by Holders.  Each  Holder  shall
furnish to the Company such  information as the Company may  reasonably  request
and as  shall be  required  in  connection  with the  Registration  and  related
proceedings  referred to in Section 2 hereof. If any Holder fails to provide the
Company  with such  information  within  five days of receipt  of the  Company's
request,  the Company's  obligations under Section 2 hereof with respect to such
Holder or the  Registrable  Stock owned by such Holder shall be suspended  until
such Holder provides such information.                                          

Section 7. Rule 144 Sales.                                            

         (a) The Company  covenants that it will use its  reasonable  efforts to
file the reports  required to be filed by the Company under the Exchange Act, so
as to enable any Holder to sell Registrable Stock pursuant to Rule 144 under the
Securities Act.                                                                 

         (b) In connection with any sale,  transfer or other  disposition by any
Holder of any  Registrable  Stock pursuant to Rule 144 under the Securities Act,
the  Company  shall   cooperate  with  such  Holder  to  facilitate  the  timely
preparation and delivery of certificates representing Registrable Stock sold and
not  bearing  any  Securities  Act  legend and to enable  certificates  for such
Registrable  Stock to be issued for such number of shares and registered in such
names as the selling Holder may reasonably request.                             

     Section 8.  Assignment  of  Registration  Rights.  Subject to any  transfer
restrictions  otherwise  applicable to the Registrable  Stock, the rights of the
Holders hereunder,  including the right to have the Company register Registrable
Stock  pursuant to this  Agreement,  shall be  assignable  by each Holder to any
transferee of all or any portion of the  Registrable  Stock if: (a) the transfer
to such  transferee is permitted  under the Securities Act and applicable  state
securities  law or exemptions  therefrom,  (b) the Holder agrees in writing with
the  transferee or assignee to assign such rights,  and a copy of such agreement
is furnished to the Company after such assignment,  (c) the Company is furnished
with written  notice of (i) the name and address of such  transferee or assignee
and (ii) the securities with respect to which such registration rights are being
transferred or assigned, (d) following such transfer or assignment,  the further
disposition of such securities by the transferee or assignee is restricted under
the Securities Act and applicable  state  securities laws, (e) the transferee or
assignee  agrees in writing for the benefit of the Company to be bound by all of
the  provisions  contained  herein and (f) such transfer shall have been made in
accordance with any applicable requirements of the Merger Agreement.            

Section 9. Miscellaneous.                                             

         (a) Governing  Law,  Jurisdiction  and Waiver of Venue.  This Agreement
shall be governed by and construed in  accordance  with the laws of the State of
Colorado  regardless  of the fact that any of the  parties  hereto may be or may
become a resident of a different  country,  state,  or  jurisdiction.  Any suit,
action,  or proceeding  arising out of, or with respect to, this Agreement shall
be filed in a court of competent  jurisdiction  within the County of  Jefferson,
State of Colorado or in the U.S.  District  Court for the  District of Colorado.
The parties  hereby consent to the personal  jurisdiction  of such courts within
the County of Jefferson,  State of Colorado and the U.S.  District Court for the
District of Colorado.  The parties  hereby waive any objections to venue in such
courts with Jefferson County,  State of Colorado and the U.S. District Court for
the District of Colorado.                                                       

         (b)  Entire   Agreement.   This  Agreement  and  the  Merger  Agreement
constitute the full and entire  understanding  and agreement between the parties
with regard to the subject matter hereof.                                       

         (c) Amendment.  No supplement,  modification,  waiver or termination of
this Agreement  shall be binding  unless  executed in writing by the party to be
bound thereby.                                                                  

         (d) Notices, etc. Each notice, demand,  request,  request for approval,
consent, approval, disapproval,  designation or other communication (each of the
foregoing being referred to herein as a notice)  required or desired to be given
or made under this Agreement shall be in writing  (except as otherwise  provided

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in this Agreement),  and shall be effective and deemed to have been received (i)
when delivered in person, (ii) when sent by fax with receipt acknowledged, (iii)
five days after  having been mailed by  certified or  registered  United  States
mail, postage prepaid,  return receipt requested,  or (iv) the next business day
after  having been sent by a  nationally  recognized  overnight  mail or courier
service,  receipt  requested.  Notices shall be addressed as follows:  (x) if to
Investor,  at the Investor's address or fax number set forth below its signature
hereon,  or at such  other  address  or fax  number as the  Investor  shall have
furnished to the Company in writing,  or (y) if to any assignee or transferee of
an Investor,  at such address or fax number as such assignee or transferee shall
have furnished the Company in writing,  or (z) if to the Company, at the address
of its  principal  executive  offices  and  addressed  to the  attention  of the
President,  or at such other  address or fax  number as the  Company  shall have
furnished  to the Investor or any  assignee or  transferee.  Any notice or other
communication  required to be given  hereunder to a Holder in connection  with a
registration  may  instead  be given to the  designated  representative  of such
Holder.                                                                         

         (e)  Counterparts.  This  Agreement  may be  executed  in  two or  more
counterparts,  all of which shall be considered  one and the same  agreement and
shall  become  effective  when  counterparts  have been signed by each party and
delivered to the other party.  This Agreement,  once executed by a party, may be
delivered to the other  parties  hereto by facsimile  transmission  of a copy of
this Agreement  bearing the signature of the party so delivering this Agreement.
In the event any  signature is delivered  by facsimile  transmission,  the party
using such means of delivery shall cause the manually executed execution page(s)
to be physically  delivered to the other party within five days of the execution
hereof.                                                                         

         (f)  Severability.  In the event that any  provision of this  Agreement
becomes or is  declared  by a court of  competent  jurisdiction  to be  illegal,
unenforceable  or void,  this Agreement  shall continue in full force and effect
without said provision.                                                         

         (g) Section Titles.  Section titles are for  descriptive  purposes only
and shall not control or alter the meaning of this Agreement as set forth in the
text.                                                                           

         (h)  Successors and Assigns.  This Agreement  shall be binding upon the
parties hereto and their respective successors and assigns.                     

     IN WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of
the date first above written.                                                   

                              TELECOMMUNICATION PRODUCTS, INC.

 By:
                                          --------------------------------------
   Name:
                                            ------------------------------------

                                       -----------------------------------------
                                     Donald Ranniger

--------------------------------------------------------------------------------

Exhibit 6.7(d)
--------------

Registration Rights Agreements

None.                                                                           

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Annex C                                                                         

ARTICLE 113 OF THE COLORADO BUSINESS CORPORATION ACT

7-113-101 - Definitions.                                                        

For purposes of this article:                                                   

     (1) "Beneficial shareholder" means the beneficial owner of shares held in a
voting trust or by a nominee as the record shareholder.                         

     (2) "Corporation" means the issuer of the shares held by a dissenter before
the  corporate  action,  or the  surviving  or  acquiring  domestic  or  foreign
corporation, by merger or share exchange of that issuer.                        

     (3)  "Dissenter"  means a  shareholder  who is  entitled  to  dissent  from
corporate  action under section  7-113-102  and who exercises  that right at the
time and in the manner required by part 2 of this article.                      

     (4) "Fair value", with respect to a dissenter's shares,  means the value of
the shares  immediately  before the effective  date of the  corporate  action to
which the dissenter  objects,  excluding any  appreciation  or  depreciation  in
anticipation  of the corporate  action except to the extent that exclusion would
be inequitable.                                                                 

     (5)  "Interest"  means  interest from the  effective  date of the corporate
action  until the date of payment,  at the average  rate  currently  paid by the
corporation  on its  principal  bank  loans  or, if none,  at the legal  rate as
specified in section 5-12-101, C.R.S.                                           

     (6)  "Record  shareholder"  means  the  person  in whose  name  shares  are
registered in the records of a  corporation  or the  beneficial  owner of shares
that are  registered  in the  name of a  nominee  to the  extent  such  owner is
recognized  by the  corporation  as  the  shareholder  as  provided  in  section
7-107-204.                                                                      

     (7)  "Shareholder"  means  either  a  record  shareholder  or a  beneficial
shareholder.                                                                    

7-113-102 - Right to dissent.                                                   

(1) A  shareholder,  whether or not entitled to vote, is entitled to dissent and
obtain payment of the fair value of the shareholder's shares in the event of any
of the following corporate actions:                                             

     (a)  Consummation  of a plan of merger to which the  corporation is a party
if:                                                                             

     (I) Approval by the  shareholders  of that  corporation is required for the
merger by section 7-111-103 or 7-111-104 or by the articles of incorporation; or

     (II) The  corporation  is a  subsidiary  that is  merged  with  its  parent
corporation under section 7-111-104;                                            

     (b)  Consummation of a plan of share exchange to which the corporation is a
party as the corporation whose shares will be acquired;                         

     (c) Consummation of a sale, lease,  exchange,  or other disposition of all,
or substantially all, of the property of the corporation for which a shareholder
vote is required under section 7-112-102 (1); and                               

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     (d) Consummation of a sale, lease,  exchange,  or other disposition of all,
or substantially all, of the property of an entity controlled by the corporation
if the shareholders of the corporation were entitled to vote upon the consent of
the corporation to the disposition pursuant to section 7-112-102 (2).           

     (1.3) A shareholder  is not entitled to dissent and obtain  payment,  under
subsection (1) of this section,  of the fair value of the shares of any class or
series of shares  which  either  were listed on a national  securities  exchange
registered under the federal  "Securities  Exchange Act of 1934", as amended, or
on the national market system of the national  association of securities dealers
automated  quotation  system,  or were held of record by more than two  thousand
shareholders, at the time of:                                                   

     (a) The  record  date  fixed  under  section  7-107-107  to  determine  the
shareholders  entitled to receive notice of the  shareholders'  meeting at which
the corporate action is submitted to a vote;                                    

     (b) The record date fixed under section 7-107-104 to determine shareholders
entitled to sign writings consenting to the corporate action; or                

     (c) The effective date of the corporate  action if the corporate  action is
authorized other than by a vote of shareholders.                                

     (1.8) The  limitation  set forth in subsection  (1.3) of this section shall
not apply if the shareholder will receive for the shareholder's shares, pursuant
to the corporate action, anything except:                                       

     (a) Shares of the  corporation  surviving the  consummation  of the plan of
merger or share exchange;                                                       

     (b) Shares of any other corporation which at the effective date of the plan
of merger or share  exchange  either  will be  listed on a  national  securities
exchange  registered  under the federal  "Securities  Exchange Act of 1934",  as
amended,  or on the  national  market  system  of the  national  association  of
securities dealers automated quotation system, or will be held of record by more
than two thousand shareholders;                                                 

(c) Cash in lieu of fractional shares; or                             

     (d) Any  combination of the foregoing  described  shares or cash in lieu of
fractional shares.                                                              

(2) (Deleted by amendment, L. 96, p. 1321,ss.30, effective June 1, 1996.)       

     (2.5) A  shareholder,  whether or not  entitled  to vote,  is  entitled  to
dissent and obtain payment of the fair value of the shareholder's  shares in the
event of a  reverse  split  that  reduces  the  number  of  shares  owned by the
shareholder  to a  fraction  of a share or to scrip if the  fractional  share or
scrip so created is to be acquired  for cash or the scrip is to be voided  under
section 7-106-104.                                                              

     (3) A  shareholder  is entitled  to dissent and obtain  payment of the fair
value of the  shareholder's  shares in the event of any corporate  action to the
extent provided by the bylaws or a resolution of the board of directors.        

     (4)  A  shareholder   entitled  to  dissent  and  obtain  payment  for  the
shareholder's  shares under this article may not challenge the corporate  action
creating  such  entitlement  unless the action is  unlawful or  fraudulent  with
respect to the shareholder or the corporation.                                  

7-113-103 - Dissent by nominees and beneficial owners.                          

(1) A record  shareholder may assert dissenters' rights as to fewer than all the
shares  registered  in  the  record   shareholder's  name  only  if  the  record
shareholder  dissents with respect to all shares  beneficially  owned by any one
person and causes the  corporation  to receive  written notice which states such
dissent and the name, address,  and federal taxpayer  identification  number, if

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any, of each person on whose behalf the record shareholder  asserts  dissenters'
rights.  The  rights  of a record  shareholder  under  this  subsection  (1) are
determined as if the shares as to which the record shareholder  dissents and the
other shares of the record shareholder were registered in the names of different
shareholders.                                                                   

(2) A beneficial shareholder may assert dissenters' rights as to the shares held
on the beneficial shareholder's behalf only if:                                 

     (a) The beneficial shareholder causes the corporation to receive the record
shareholder's  written  consent  to the  dissent  not  later  than  the time the
beneficial shareholder asserts dissenters' rights; and                          

     (b)  The  beneficial  shareholder  dissents  with  respect  to  all  shares
beneficially owned by the beneficial shareholder.                               

(3) The corporation may require that,  when a record  shareholder  dissents with
respect to the shares held by any one or more beneficial shareholders, each such
beneficial  shareholder  must  certify to the  corporation  that the  beneficial
shareholder  and the record  shareholder  or record  shareholders  of all shares
owned beneficially by the beneficial  shareholder have asserted,  or will timely
assert,  dissenters'  rights  as to all  such  shares  as to  which  there is no
limitation on the ability to exercise  dissenters'  rights. Any such requirement
shall be stated in the dissenters' notice given pursuant to section 7-113-203.  

7-113-201 - Notice of dissenters' rights.                                       

(1) If a proposed  corporate  action creating  dissenters'  rights under section
7-113-102 is submitted to a vote at a shareholders'  meeting,  the notice of the
meeting shall be given to all shareholders, whether or not entitled to vote. The
notice  shall  state  that  shareholders  are  or  may  be  entitled  to  assert
dissenters' rights under this article and shall be accompanied by a copy of this
article and the  materials,  if any,  that,  under  articles  101 to 117 of this
title, are required to be given to shareholders entitled to vote on the proposed
action at the meeting. Failure to give notice as provided by this subsection (1)
shall not affect any action  taken at the  shareholders'  meeting  for which the
notice was to have been given,  but any  shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding  payment
for the  shareholder's  shares under this article by reason of the shareholder's
failure to comply with the provisions of section 7-113-202 (1).                 

(2) If a proposed  corporate  action creating  dissenters'  rights under section
7-113-102 is authorized  without a meeting of  shareholders  pursuant to section
7-107-104,  any  written  or oral  solicitation  of a  shareholder  to execute a
writing  consenting to such action  contemplated  in section  7-107-104 shall be
accompanied or preceded by a written notice stating that shareholders are or may
be entitled to assert dissenters'  rights under this article,  by a copy of this
article,  and by the materials,  if any, that, under articles 101 to 117 of this
title, would have been required to be given to shareholders  entitled to vote on
the  proposed  action  if the  proposed  action  were  submitted  to a vote at a
shareholders' meeting. Failure to give notice as provided by this subsection (2)
shall not affect any action taken  pursuant to section  7-107-104  for which the
notice was to have been given,  but any  shareholder who was entitled to dissent
but who was not given such notice shall not be precluded from demanding  payment
for the  shareholder's  shares under this article by reason of the shareholder's
failure to comply with the provisions of section 7-113-202 (2).                 

7-113-202 - Notice of intent to demand payment.                                 

(1) If a proposed  corporate  action creating  dissenters'  rights under section
7-113-102  is submitted  to a vote at a  shareholders'  meeting and if notice of
dissenters'  rights has been given to such  shareholder  in connection  with the
action  pursuant to section  7-113-201  (1), a shareholder  who wishes to assert
dissenters' rights shall:                                                       

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     (a) Cause the  corporation  to receive,  before the vote is taken,  written
notice of the  shareholder's  intention to demand payment for the  shareholder's
shares if the proposed corporate action is effectuated; and                     

(b) Not vote the shares in favor of the proposed corporate action.    

(2) If a proposed  corporate  action creating  dissenters'  rights under section
7-113-102 is authorized  without a meeting of  shareholders  pursuant to section
7-107-104 and if notice of dissenters' rights has been given to such shareholder
in connection with the action  pursuant to section  7-113-201 (2), a shareholder
who wishes to assert  dissenters'  rights shall not execute a writing consenting
to the proposed corporate action.                                               

(3) A shareholder who does not satisfy the requirements of subsection (1) or (2)
of this section is not entitled to demand payment for the  shareholder's  shares
under this article.                                                             

7-113-203 - Dissenters' notice.                                                 

(1) If a proposed  corporate  action creating  dissenters'  rights under section
7-113-102 is authorized, the corporation shall give a written dissenters' notice
to all  shareholders  who are entitled to demand  payment for their shares under
this article.                                                                   

(2) The  dissenters'  notice required by subsection (1) of this section shall be
given no later than ten days after the effective  date of the  corporate  action
creating dissenters' rights under section 7-113-102 and shall:                  

     (a) State that the corporate  action was authorized and state the effective
date or proposed effective date of the corporate action;                        

     (b) State an address at which the corporation  will receive payment demands
and the address of a place where  certificates for  certificated  shares must be
deposited;                                                                      

     (c) Inform holders of uncertificated  shares to what extent transfer of the
shares will be restricted after the payment demand is received;                 

     (d)  Supply a form for  demanding  payment,  which  form  shall  request  a
dissenter to state an address to which payment is to be made;                   

     (e) Set the date by which the  corporation  must receive the payment demand
and  certificates  for  certificated  shares,  which date shall not be less than
thirty days after the date the notice required by subsection (1) of this section
is given;                                                                       

     (f) State the requirement  contemplated  in section  7-113-103 (3), if such
requirement is imposed; and                                                     

(g) Be accompanied by a copy of this article.                         

7-113-204 - Procedure to demand payment.                                        

(1) A  shareholder  who is  given  a  dissenters'  notice  pursuant  to  section
7-113-203 and who wishes to assert  dissenters' rights shall, in accordance with
the terms of the dissenters' notice:                                            

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   (a) Cause the  corporation  to  receive  a payment  demand,  which may be the
payment demand form  contemplated in section  7-113-203 (2) (d), duly completed,
or may be stated in another writing; and                                        

(b) Deposit the shareholder's certificates for certificated shares.   

(2) A shareholder  who demands payment in accordance with subsection (1) of this
section  retains all rights of a  shareholder,  except the right to transfer the
shares, until the effective date of the proposed corporate action giving rise to
the  shareholder's  exercise  of  dissenters'  rights  and has only the right to
receive  payment  for the  shares  after the  effective  date of such  corporate
action.                                                                         

(3) Except as provided in section 7-113-207 or 7-113-209 (1) (b), the demand for
payment and deposit of certificates are irrevocable.                            

(4) A  shareholder  who does not demand  payment and  deposit the  shareholder's
share  certificates  as  required  by the date or dates  set in the  dissenters'
notice is not entitled to payment for the shares under this article.            

7-113-205 - Uncertificated shares.                                              

(1)  Upon  receipt  of a demand  for  payment  under  section  7-113-204  from a
shareholder  holding  uncertificated  shares,  and in  lieu  of the  deposit  of
certificates  representing the shares, the corporation may restrict the transfer
thereof.                                                                        

(2) In all  other  respects,  the  provisions  of  section  7-113-204  shall  be
applicable to shareholders who own uncertificated shares.                       

7-113-206 - Payment.                                                            

(1) Except as  provided in section  7-113-208,  upon the  effective  date of the
corporate  action creating  dissenters'  rights under section  7-113-102 or upon
receipt of a payment demand pursuant to section  7-113-204,  whichever is later,
the corporation shall pay each dissenter who complied with section 7-113-204, at
the address stated in the payment demand, or if no such address is stated in the
payment  demand,  at the address shown on the  corporation's  current  record of
shareholders  for the record  shareholder  holding the dissenter's  shares,  the
amount the corporation estimates to be the fair value of the dissenter's shares,
plus accrued interest.                                                          

(2) The  payment  made  pursuant  to  subsection  (1) of this  section  shall be
accompanied by:                                                                 

     (a) The corporation's balance sheet as of the end of its most recent fiscal
year or, if that is not available, the corporation's balance sheet as of the end
of a fiscal year ending not more than sixteen months before the date of payment,
an income statement for that year, and, if the corporation  customarily provides
such statements to shareholders,  a statement of changes in shareholders' equity
for that year and a statement of cash flow for that year,  which  balance  sheet
and statements shall have been audited if the corporation  customarily  provides
audited  financial  statements to shareholders,  as well as the latest available
financial  statements,  if any,  for the  interim  or  full-year  period,  which
financial statements need not be audited;                                       

     (b) A  statement  of the  corporation's  estimate  of the fair value of the
shares;                                                                         

(c) An explanation of how the interest was calculated;                

     (d) A statement of the  dissenter's  right to demand  payment under section
7-113-209; and                                                                  

(e) A copy of this article.                                           

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7-113-207 - Failure to take action.                                             

(1) If the effective date of the corporate  action creating  dissenters'  rights
under section  7-113-102  does not occur within sixty days after the date set by
the  corporation  by which the  corporation  must receive the payment  demand as
provided  in section  7-113-203,  the  corporation  shall  return the  deposited
certificates  and release the transfer  restrictions  imposed on  uncertificated
shares.                                                                         

(2) If the effective date of the corporate  action creating  dissenters'  rights
under  section  7-113-102  occurs more than sixty days after the date set by the
corporation by which the corporation must receive the payment demand as provided
in section 7-113-203,  then the corporation shall send a new dissenters' notice,
as provided in section  7-113-203,  and the provisions of sections  7-113-204 to
7-113-209 shall again be applicable.                                            

7-113-208 - Special provisions relating to shares acquired after announcement of
proposed corporate action.                                                      

(1) The  corporation  may, in or with the  dissenters'  notice given pursuant to
section 7-113-203,  state the date of the first announcement to news media or to
shareholders of the terms of the proposed corporate action creating  dissenters'
rights under section  7-113-102  and state that the  dissenter  shall certify in
writing,  in or with the  dissenter's  payment  demand under section  7-113-204,
whether or not the dissenter (or the person on whose behalf  dissenters'  rights
are asserted) acquired beneficial ownership of the shares before that date. With
respect to any  dissenter  who does not so certify  in  writing,  in or with the
payment  demand,  that the dissenter or the person on whose behalf the dissenter
asserts  dissenters' rights acquired  beneficial  ownership of the shares before
such date,  the  corporation  may,  in lieu of making the  payment  provided  in
section 7-113-206,  offer to make such payment if the dissenter agrees to accept
it in full satisfaction of the demand.                                          

(2) An offer to make payment under  subsection (1) of this section shall include
or be accompanied by the information required by section 7-113-206 (2).         

7-113-209 - Procedure if dissenter is dissatisfied with payment or offer.       

(1) A dissenter may give notice to the corporation in writing of the dissenter's
estimate  of the fair  value of the  dissenter's  shares  and of the  amount  of
interest  due and may demand  payment of such  estimate,  less any payment  made
under  section  7-113-206,  or reject  the  corporation's  offer  under  section
7-113-208  and demand  payment of the fair value of the shares and interest due,
if:                                                                             

     (a) The dissenter  believes that the amount paid under section 7-113-206 or
offered  under  section  7-113-208  is less than the fair value of the shares or
that the interest due was incorrectly calculated;                               

     (b) The corporation  fails to make payment under section  7-113-206  within
sixty days after the date set by the corporation by which the  corporation  must
receive the payment demand; or                                                  

     (c) The corporation  does not return the deposited  certificates or release
the  transfer  restrictions  imposed on  uncertificated  shares as  required  by
section 7-113-207 (1).                                                          

(2) A dissenter waives the right to demand payment under this section unless the
dissenter  causes the  corporation to receive the notice  required by subsection
(1) of this section  within  thirty days after the  corporation  made or offered
payment for the dissenter's shares.                                             

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7-113-301 - Court action.                                                       

(1) If a demand for payment  under section  7-113-209  remains  unresolved,  the
corporation may, within sixty days after receiving the payment demand,  commence
a proceeding  and  petition the court to determine  the fair value of the shares
and accrued interest. If the corporation does not commence the proceeding within
the  sixty-day  period,  it shall pay to each  dissenter  whose  demand  remains
unresolved the amount demanded.                                                 

(2) The corporation shall commence the proceeding described in subsection (1) of
this  section  in the  district  court of the  county  in this  state  where the
corporation's  principal  office  is  located  or,  if  the  corporation  has no
principal office in this state, in the district court of the county in which its
registered  office is  located.  If the  corporation  is a  foreign  corporation
without a registered  office,  it shall  commence the  proceeding  in the county
where the registered  office of the domestic  corporation  merged into, or whose
shares were acquired by, the foreign corporation was located.                   

(3) The corporation shall make all dissenters,  whether or not residents of this
state, whose demands remain unresolved parties to the proceeding commenced under
subsection  (2) of this section as in an action  against their  shares,  and all
parties shall be served with a copy of the petition.  Service on each  dissenter
shall  be by  registered  or  certified  mail,  to the  address  stated  in such
dissenter's  payment  demand,  or if no such  address  is stated in the  payment
demand, at the address shown on the corporation's current record of shareholders
for the record  shareholder  holding the dissenter's  shares,  or as provided by
law.                                                                            

(4) The  jurisdiction  of the court in which the  proceeding is commenced  under
subsection (2) of this section is plenary and  exclusive.  The court may appoint
one or more persons as appraisers  to receive  evidence and recommend a decision
on the question of fair value.  The appraisers have the powers  described in the
order  appointing  them, or in any  amendment to such order.  The parties to the
proceeding are entitled to the same  discovery  rights as parties in other civil
proceedings.                                                                    

(5) Each dissenter made a party to the proceeding commenced under subsection (2)
of this  section is entitled to  judgment  for the amount,  if any, by which the
court finds the fair value of the dissenter's shares, plus interest, exceeds the
amount paid by the  corporation,  or for the fair value,  plus interest,  of the
dissenter's  shares for which the corporation  elected to withhold payment under
section 7-113-208.                                                              

7-113-302 - Court costs and counsel fees.                                       

(1) The court in an appraisal proceeding commenced under section 7-113-301 shall
determine all costs of the proceeding, including the reasonable compensation and
expenses of appraisers  appointed by the court. The court shall assess the costs
against the  corporation;  except that the court may assess costs against all or
some of the dissenters,  in amounts the court finds equitable, to the extent the
court finds the dissenters acted arbitrarily,  vexatiously, or not in good faith
in demanding payment under section 7-113-209.                                   

(2) The court may also  assess the fees and  expenses of counsel and experts for
the respective parties, in amounts the court finds equitable:                   

     (a) Against the  corporation  and in favor of any  dissenters  if the court
finds the corporation did not substantially comply with the requirements of part
2 of this article; or                                                           

     (b) Against either the corporation or one or more  dissenters,  in favor of
any other  party,  if the court finds that the party  against  whom the fees and
expenses are assessed acted arbitrarily,  vexatiously, or not in good faith with
respect to the rights provided by this article.                                 

(3) If the court finds that the  services of counsel for any  dissenter  were of
substantial benefit to other dissenters  similarly  situated,  and that the fees
for those services should not be assessed against the corporation, the court may
award to said counsel  reasonable  fees to be paid out of the amounts awarded to
the dissenters who were benefitted.                                             

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Annex D                                                                         

 INDEX TO FINANCIAL STATEMENTS

HISTORICAL FINANCIAL STATEMENTS                                                 

TELECOMMUNICATION PRODUCTS, INC.                                                
                                                                          Page
                                                                          ----

Report of Larry O'Donnell, CPA, P.C........................................ D-2 

Balance Sheets dated March 31, 2001 and 2000............................... D-3 

Statement of Operations for the years ended March 31, 2001 and 2000........ D-5 

Statements of Dash Flows for the years ended March 31, 2001 and 2000....... D-6 

Statement of Stockholders' Deficiency...................................... D-7 

Notes to Financial Statements.............................................. D-8 

INTERLEISURE, S.A.                                                              

Report of Francisco & Asociados-Ernst & Young International................ D-11

Balance Sheets dated December 31, 2000 and 1999............................ D-12

Statement of Operations for the years ended December 31, 2000 and 1999..... D-14

Statements of Cash Flows for the years ended December 31, 2000 and 1999.... D-15

Statement of Changes In Equity............................................. D-16

Notes to Financial Statements.............................................. D-17

PRO FORMA FINANCIAL STATEMENTS                                                  

Unaudited Pro Forma Consolidated Financial Statements...................... D-21

Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2001......... D-21

Unaudited Pro Forma Consolidated Statement of Operations for the                
   year ended March 31, 2001............................................... D-21

Unaudited Pro Forma Consolidated Statement of Operations for the                
    three months ended June 30, 2001....................................... D-22

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Larry O'Donnell, CPA, P.C.

Telephone (303) 745-4545                                  2280 South Xanadu Way 
                                             Suite 370
                                                          Aurora, Colorado 80014

 REPORT OF INDEPENDENT AUDITOR

Board of Directors                                                              
Telecommunication Products, Inc.                                                

I have audited the  accompanying  balance sheet of  Telecommunication  Products,
Inc.  as  of  March  31,  2001  and  the  related   statements  of   operations,
stockholders' deficiency,  and cash flows for the years ended March 31, 2001 and
2000.  These  financial  statements  are  the  responsibility  of the  Company's
management.  My  responsibility  is to express  an  opinion  on these  financial
statements based on my audit.                                                   

I conducted my audit in accordance with generally accepted auditing standards in
the United States of America.  Those  standards  require that I plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.  An
audit also includes  assessing the accounting  principles  used and  significant
estimates  made by  management,  as well as  evaluating  the  overall  financial
statement  presentation.  I believe my audit provides a reasonable  basis for my
opinion.                                                                        

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Telecommunication Products, Inc. as
of March 31, 2001 , and the results of its operations and its cash flows for the
years ended March 31,  2001 and 2000,  in  conformity  with  generally  accepted
accounting principles in the United States of America.                          

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 1 to the
financial   statements,   the  Company's   significant  operating  losses  raise
substantial  doubt  about  its  ability  to  continue  as a going  concern.  The
financial  statements do not include any adjustments  that might result from the
outcome of this uncertainty.                                                    

/s/ Larry O'Donnell, CPA, PC                                                    

July 13, 2001                                                                   

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TELECOMMUNICATIONS PRODUCTS, INC.                                               

BALANCE SHEET                                                                   
MARCH 31, 2001                                                                  
--------------                                                                  

ASSETS                                                                          
------                                                                          

CURRENT ASSETS                                                                  
 Cash                                                               $   35,079

                                                                    ----------
     Total current assets                                               35,079
                                                                    ----------

PROPERTY AND EQUIPMENT (Note 1)                                                 

 Equipment                                                                   -

 Office furniture and plans                                                  -
                                                                   -----------

     Total                                                                   -

 Less accumulated depreciation                                               -
                                                                   -----------

     Net property and equipment                                              -
                                                                   -----------

TOTAL                                                               $    35,079 
                                                                   ===========

See notes to financial statements                                               

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LIABILITIES AND STOCKHOLDERS' EQUITY                                            
------------------------------------                                            

CURRENT LIABILITIES                                                             
 Accounts payable                                                  $         -
Accrued liabilities                                                         
   Officers (Note 2)                                                   701,100
   Other                                                                21,108
                                                                   -----------
                                                                       722,208

LONG TERM DEBT                                                                  
 Officers/stockholders(Note 2)                                               -

STOCKHOLDERS' DEFICIENCY                                                        
(Note 4)                                                                    
Preferred stock non voting $1 par                                           
value: 50,000,000 shares authorized                                         
 no shares issued                                                            -
 Common stock no par value: 100,000,000                                733,768
shares authorized: 22,492,800 shares                                        
issued and outstanding                                                      
  Accumulated deficit                                                (1,420,897)
                                                                   -----------
      Total stockholders' deficiency                                   (687,129)
                                                                   -----------
TOTAL                                                               $    35,079 
                                                                   ===========

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TELECOMMUNICATION PRODUCTS, INC.                                                
--------------------------------                                                

STATEMENT OF OPERATIONS                                                         
YEARS ENDING MARCH 31, 2001 and 2000                                            
------------------------------------                                            

                                              2001                2000
                                              ----                ----
REVENUES                                                                        
 Net sales                                    $         -          $         -
Other income (Note 1)                             81,509                    
                                              -----------          -----------
           Total revenues                          81,509                    -
                                              -----------          -----------

EXPENSES                                                                        
 Cost of sales                                          -                    -
Selling, general and                                                        
   administrative (Note 2)                         67,501               52,901

                                              -----------          -----------
           Total expenses                          67,501               52,901
                                              -----------          -----------

NET INCOME (LOSS)                              $    14,008          $   (52,901)
                                              ===========          ===========

NET LOSS PER COMMON SHARE(Note 1)              $    0.0006          $   (0.0024)
                                              ===========          ===========
WEIGHTED-AVERAGE COMMON                                                         
 SHARES OUTSTANDING                            22,492,800           22,492,800
                                              ===========          ===========
See notes to financial statements                                               

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TELECOMMUNICATION PRODUCTS, INC.                                                
--------------------------------                                                

STATEMENT OF CASH FLOWS                                                         
YEARS ENDING MARCH 31, 2001 AND 2000                                            
------------------------------------                                            
                                                        2001          2000
                                                        ----          ----
CASH FLOWS FROM OPERATING ACTIVITIES:                                           
  Net income (loss)                                     $  14,008     $ (52,901)
Adjustments to reconcile net loss                                           
to net cash flows from operating                                        
activities:                                                             
 Depreciation and amortization                                 -           370
Increase (decrease) in assets                                               
and liabilities                                                         
   Accounts Receivable                                         -             -
   Inventories                                                 -             -
   Prepaid expenses                                            -           238
   Accounts payable                                      (17,859)        2,451
   Accrued liabilities                                    41,551        49,200
                                                       ---------     ---------
    Net cash flows from operating acttvities               37,700          (642)
                                                       ---------     ---------
CASH FLOWS FROM INVESTING ACTIVITIES                                            
 Payments for property and equipment                           -             -
                                                                     ---------
CASH FLOWS FROM FINANCING ACTIVITIES                                            
Borrowing under long-term debt                                              
   and notes payable                                           -           826
Principal payments of long-term                                             
   debt and note payable                                   2,805             -
                                                       ---------     ---------
Net cash flows from financing                                           
     activities                                           (2,805)          826
                                                       ---------     ---------
NET INCREASE (DECREASE) IN CASH                            34,895           184 

CASH BEGINNING OF YEAR                                        184             - 
                                                       ---------     ---------
CASH, END OF YEAR                                       $  35,079     $     184 
                                                       =========     =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION                                

Cash paid for interest expense                          $  12,909     $       - 

See notes to financial statements                                               

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TELECOMMUNICATIONS PRODUCTS, INC.                                                                     
---------------------------------                                                                     

STATEMENTS OF STOCKHOLDERS DEFICIENCY                                                                 
YEARS ENDED MARCH 31, 2001 and 2000                                                                   
-----------------------------------                                                                   

                                                          Common Stock                                
                                                     -----------------------  Accumulated             
                                                       Shares        Amount     Deficit       Total   
                                                     ----------     --------  ------------  ----------
                                                                                                      
BALANCE AT MARCH 31, 1999 as previously reported     22,492,800     $733,768  $(1,289,895)  $(556,127)

Adjustment of overstatement of inventories (Note 3)                               (92,109)    (92,109)
                                                     ----------     --------  -----------   --------- 
BALANCE AT MARCH 31, 1999 as restated                22,492,800      733,768   (1,382,004)   (648,236)

Net loss for the year                                                             (52,901)    (52,901)
                                                     ----------     --------  -----------   --------- 

BALANCE AT MARCH 31, 2000                            22,492,800      733,768   (1,434,905)   (701,137)

Net income for the year                                                            14,008      14,008 
                                                     ----------     --------  -----------   --------- 
BALANCE AT MARCH 31, 2001                            22,492,800     $733,768  $(1,420,897)  $(687,129)
                                                     ==========     ========  ===========   ========= 


See notes to financial statements                                               

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TELECOMMUNICATION PRODUCTS, INC.

 NOTES TO FINANCIAL STATEMENTS
YEARS ENDED MARCH 31, 2001, and 2000

1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                                 

     ORGANIZATION - Telecommunication  Products, Inc. (Company) was incorporated
     in the State of Colorado on June 8, 1983, to design, manufacture and market
specialized communication equipment.                                  

     GOING-CONCERN  BASIS - The  accompanying  financial  statements  have  been
     prepared on a going-concern  basis,  which  contemplates the realization of
     assets  and  the  satisfaction  of  liabilities  in the  normal  course  of
     business. As shown in the financial  statements,  as of March 31, 2001, the
     Company has an accumulated  deficit of $1,420,897  and a net  stockholders'
     deficiency of $ 687,129. These factors, among others, may indicate that the
     Company  will be unable  to  continue  as a going  concern.  The  financial
     statements do not include any adjustments  that may be necessary should the
     Company  be  unable  to  continue  as  a  going   concern.   The  Company's
     continuation  as a going concern is dependent  upon its ability to generate
     sufficient  cash flow to meet its  obligations on a timely basis, to obtain
     additional  financing  as  may  be  required,   and  ultimately  to  attain
     successful operations. Management is of the opinion that enhanced marketing
     efforts  will  enable the  Company to  increase  revenues  sufficiently  to
sustain operations.                                                   

     INVENTORIES  -  Inventories  are  stated  at the  lower of cost  (first-in,
first-out) or market.                                                 

     PROPERTY AND EQUIPMENT AND  DEPRECIATION -  Depreciation  is provided using
     the straight- Line method over an estimated  useful live of five years. All
     property and equipment  has been fully  depreciated  and an adjustment  has
     been made  removing  the cost of  property  and  equipment  and the related
accumulated depreciation, the net effect on operations is-zero (0).   

     REVENUE RECOGNITION - Revenue is recognized when products are delivered and
accepted by customers.                                                

     OTHER INCOME - Other income includes  payment made pursuant to an agreement
     under  which the Company is  proceeding,  as well as accrued  expenses  and
     accounts payable, which were not incurred or were forgiven by the creditor.

     WARRANTY  RESERVE - The  Company  grants a one-year  warranty  on parts and
     labor for all of its  products.  The Company has  historically  experienced
minimal warranty claims.                                              

     NET  LOSS PER  COMMON  SHARE - Net loss per  common  share is  computed  by
     dividing net loss by the weighted average common shares  outstanding during
the period.                                                           

USE OF ESTIMATES                                                      

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect  reported  amounts of assets and  liabilities  and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
estimates.                                                            

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2.   RELATED PARTY TRANSACTIONS                                                 

     One of the Company's directors provides accounting services to the Company.
     Expenses for such services were $ 110 $ -0- and $ -0- for 2001,  2000,  and
1999 respectively.                                                    

     Certain  officers/stockholders  of  the  Company  elected  to  defer  their
     salaries beginning the first quarter of calendar year 1987 in order to help
     the Company's cash flow. Unpaid  compensation  expenses of $49,200 annually
     were  incurred in each of the three years in the periods  ending  March 31,
     2001  and  as  of  March  31,  2001  and  2000,   unpaid   compensation  to
officers/stockholders totaled $701,100 and $651,900 respectively.     

     LONG-TERM-DEBT - OFFICERS/STOCKHOLDERS.   Long  term  debt  represents   an
     unsecured  note due  officers/stockholders  payable  with  interest  at 0%.
     During the years ended March 31, 2001, 2000, and 1999,  interest expense of
     $ 0, $ 0, and $ 0 respectively,  was incurred on the note and, at March 31,
2001 and 2000 accrued interest of $0 and $12,909 was payable.         

3.   PRIOR PERIOD ADJUSTMENT, WRITE DOWN OF INVENTORY                           

     Due to damage and  attrition  associated  with the move from the  Company's
     former  laboratory  and  offices,  as well as the age and  obsolescence  of
     certain  parts and  components,  it is the opinion of  management  that the
     value of inventories are significantly less than the value reflected on the
     books of the Company.  The values of those  inventories  had declined since
operations ceased significantly prior to April 1, 1999.               

     Accordingly, an adjustment of $92,109 was made to write down inventories as
     of April 1,  1999.  A  corresponding  entry was made to  reduce  previously
reported retained earnings by $92,109.                                

4.   COMMON STOCK                                                               

     On June 8, 1983,  the Company's  Board  approved an incentive  stock option
     plan for all  employees and reserved  3,000,000  shares of common stock for
     issuance upon the exercise of options  granted.  The minimum exercise price
     under the plan is generally  100% of the fair market value of the Company's
     common stock at the date of the grant,  and the options are exercisable for
     a period up to 10 years from the date of the grant.  For 10%  stockholders,
     the minimum  exercise price is 110% of the fair market value at the date of
     grant,  and the options are exercisable for a period up to 5 years from the
date of grant. As of March 31, 2001, no options have been granted.    

5.   INCOME TAXES                                                               

     At  March  31,  2001  the  company  has   accumulated  net  operating  loss
     carryforwards  of  approximately  $460,639  which may be utilized to offset
     future  taxable  income and which expire through the year 2015. The Company
     has research and development tax credit carryovers of approximately $16,261
     which,  expire through the year 2002,  accordingly  the Company has made no
     provision for income taxes. A valuation  allowance has been established for
the entire amount of the deferred taxes of $170,000.                  

     Pursuant to the Tax Reform Act of 1986,  net operating  losses  utilized in
     future  income  tax  returns  may be  subject to  alternative  minimum  tax
     regulations   which  may  limit  up  to  10%  of  the  net  operating  loss
     carryforward  applied in a given year. Also,  should the Company undergo an
     ownership  change as defined in Section 382 of the Internal  Revenue  Code,
     the Company's tax net operating loss carry forwards  generated prior to the
     ownership  change  will be  subject  to an annual  limitation  which  could
reduce, eliminate or defer the utilization of those losses.           

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6.   SUBSEQUENT EVENT - ACQUISITION OF INTERLEISURE, S.A.                       

     On June 25,  2001,  the  Company  ("Telpro"),  and  Interleisure,  S.A.,  a
     privately held Dominican Republic corporation("Interleisure"), entered into
     an Agreement  and Plan of Merger (the "Merger  Agreement")  providing for a
     business  combination  between  Telpro and  Interleisure.  Under the Merger
     Agreement,  Telpro  will  effectuate  a 20- for-1  reverse  stock split and
     Interleisure will be merged with and into Telpro.  Upon consummation of the
     reverse stock split and merger,  each outstanding  share of common stock of
     Interleisure  will be converted  into the right to receive  10.68 shares of
common stock, no par value of Telpro.                                 

     Consummation  of the merger is subject  to  certain  conditions,  including
     amount other things,  approval of the merger and other related  transaction
by the shareholders of Telpro.                                        

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Report of Independent Auditors

To the Board of Directors                                                       
INTERLEISURE, S. A.                                                             

We have audited the  accompanying  balance  sheet of  Interleisure,  S. A. as of
December 31, 2000 and 1999, and the related statements of operations,  cash flow
and changes in equity for the years then ended.  These financial  statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audits.                   

We conducted our audits in accordance with generally accepted auditing standards
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures on the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.                                               

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of  Interleisure,  S. A., as of
December 31, 2000 and 1999,  the changes in its  operations and its cash changes
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.                                                                     

                               Francisco & Asociados-Ernst & Young International

June 4, 2001                                                                    

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 INTERLEISURE, S. A.
 (A development stage company)

 Balance Sheet
 -------------

                                                   December 31
                                                   2000               1999
                                                   -----------------------------
                                                  (In US$ dollars)
Assets                                                                          
Current:                                                                        
 Cash                                                  206                 503
 Accounts receivable (Note 3)                       68,819             118,768
                                                   -------             -------

Total current assets                                 69,025             119,271 

Furniture                                            36,974                 583 
Less - accumulated depreciation                      (2,289)               (116)
                                                   -------             -------
                                                    34,685                 467
Improvements in property                              3,637                  -- 
Deposits                                                724                 750 
                                                   -------             -------
Total assets                                        108,071             120,488 
                                                   =======             =======

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 INTERLEISURE, S. A.
 (A development stage company)

 Balance Sheet (continued)

                                                     December 31
                                                     2000             1999
                                                     ---------------------------
                                                  (In US$ dollars)
 Liabilities
 -----------
Current:                                                                    
 Banking overdraft                                       1,720              --
Accounts payable and accruals:                                              
   Shareholders (Note 5)                               778,667         408,391
   Others (Note 4)                                     431,402          16,385
                                                     ---------        --------
Total current liabilities                             1,211,789         424,776 

Commitments and contingencies (Note 8)                                          

Shareholders' equity :                                                          
Common shares US$6.25 per value                                             
Authorized: 50,000                                                          
 Issued: 40,000                                        250,000         250,000
Deficit accumulated during the development stage     (1,353,718)       (554,288)
                                                    ----------        --------
Total shareholders' equity                           (1,103,718)       (304,288)
                                                    ----------        --------
Total shareholders' equity and liabilities              108,071         120,488 
                                                    ==========        ========

See notes to the financial statements.                                          

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                               INTERLEISURE, S. A.                                       
                          (A development stage company)                                  

                             Statement of Operations                                     
                                                                            Inception    
                                                                          June 17, 1996  
                                                Year ended December 31    To December 31,
                                                2000             1999           2000     
                                               ------           ------    ---------------
                                                   (In US$ dollars)                      
                                                                                         
Expenses                                                                                 

Research and development                        489,373                       489,373    
General and administrative expenses             306,726         552,134       858,860    
Foreign currency translation                      3,331           2,154         5,485    
                                               --------        --------    ----------    
      Net loss                                 (799,430)       (554,288)   (1,353,718)   
                                               ========        ========    ==========    

See notes to the financial statements.                                          

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                                               INTERLEISURE, S. A.                                            
                                          (A development stage company)                                       

                                              Statement of Cash Flows                                         

                                                                                               Inception      
                                                              Year ended December 31,        June 17, 1996    
                                                             2000               1999      To December 31, 2000
                                                          ------------------------------  --------------------
                                                                (In US$ dollars)                              
                                                                                                              
Cash from operating activities                                                                                
Net loss                                                  (799,430)           (554,288)        (1,353,718)    
Net changes in assets and liabilities:                                                                        
    Accumulated depreciation                                 2,173                 116              2,289     
    Accounts receivable                                     49,949            (118,768)           (68,819)    
    Deposits                                                    26                (750)              (724)    
    Accounts payable and accruals                          415,017              16,385            431,402     
                                                          --------            --------         ----------     
Net cash provided by operating activities                 (332,265)           (657,305)          (989,570)    

Cash from investing activities                                                                                
Acquisition of Improvements in furniture and                                                                  
equipment                                                  (40,028)            (23,811)           (63,839)    
Withdrawal of fixed assets                                     --               23,228             23,228     
                                                          --------            --------         ----------     
Net cash used in investing activities                      (40,028)               (583)           (40,611)    

           Cash from financing activities                                                                     
Proceeds from common stock                                                     250,000            250,000     
Accounts payable-shareholders                              370,276             408,391            778,667     
Bank Overdraft                                               1,720                 --               1,720     
                                                          --------            --------         ----------     
Net cash provided by financing activities                  371,996             658,391          1,030,387     
                                                          --------            --------         ----------     

Net increase (decrease) in cash                               (297)                503                206     
Cash at the beginning of the year                              503                 --                 --      
                                                          --------            --------         ----------     

Cash at the end of the year                                    206                 503                206     
                                                          ========            ========         ==========     


See notes to the financial statements.                                          

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                                  INTERLEISURE, S. A.                                 
                             (A development stage company)                            

                            Statement of Changes in Equity                            

                        Years ended December 31, 2000 and 1999                        
                   And Inception, June 17, 1996 to December 31, 2000                  

                                                               Deficit                
                                                              Accumulated             
                                                                During                
                                    Issued     Outstanding    Development             
                                    Shares       Capital         Stage       Total    
                                    ------     -----------    -----------  ---------- 
                                                                                      
Common stock issued at                                                                
$6.25 per share                     40,000       250,000              --      250,000 
Net loss for the year                   --            --        (554,288)    (554,288)
                                    ------       -------        --------     -------- 

Balance at December 31, 1999        40,000       250,000        (554,288)    (304,288)

Net loss for the year                   --            --        (799,430)    (799,430)
                                    ------       -------      ----------   ---------- 
Balance at December 31, 2000        40,000       250,000      (1,353,718)  (1,103,718)
                                    ======       =======      ==========   ========== 


See notes to the financial statements.                                          

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 INTERLEISURE, S. A.
 (A development stage company)

 Notes to Financial Statements

December 31, 2000                                                               

1.   BUSINESS DESCRIPTION                                                       

Interleisure,  S.A. is a company  established on June 17, 1996 under the laws of
the Dominican  Republic with the legal name of Tenedora  Eligio,  S.A. This name
was then changed to  Interleisure,  S.A. The company is mainly  dedicated to the
development  of  interactive  softwares.  The purpose of these  softwares  is to
provide a global web and scalable  platform  for an  interactive  multimedia  of
communication services of real time for websites.  These services will allow the
websites, conference of their clients and distribution partners. These services,
also,  will  allow the  final  users to  conduct  meetings  and  share  software
application documents,  presentations and other contents on the Internet using a
standard web  explorer.  The services have been designed to help the clients and
distribution partners to improve their productivity,  efficiency and distinguish
their offers of products and services, and diversify their profits.             

On  May  21,  2001  the  Company  registered  at  the  National  Authorities  of
Intellectual Property the name of the software "Interleisure Suite of Programs /
Suite de Programas Interleisure, S. A. (Registration number 00084)              

Due to the  fact  that the  company  is only  dedicated  to the  development  of
softwares,  which are not yet  concluded,  the  Company is a  development  stage
company.                                                                        

2.   ACCOUNTING POLICIES                                                        

PRESENTATION BASIS                                                              

The company maintains its registers and prepares statutory financial  statements
in accordance with the tax and accounting legislation of the Dominican Republic.
Being used the accounting  principles issued by the  International  Committee of
Accounting Standards,  the accompanying  financial statements have been prepared
from the Dominican  accounting  registers for  presentations  in accordance with
accounting principles accepted in the United States (U.S. GAAP).                

Currency in which the figures of the financial statements are expressed         

Almost all the  company's  assets and  liabilities  expressed  in RD$  Dominican
pesos.                                                                          

Most of the accounting  principles  generally  accepted in the United States are
also  generally  accepted by the  auditors'  firm and the  commercial  companies
organized in the Dominican  Republic.  The Company's  financial  statements  are
prepared in RD$  Dominican  pesos and  converted to US$ dollars in the following
way:                                                                            

a) Monetary Assets and  Liabilities  are converted  using the official  exchange
rate at the end of the fiscal year  (US$1=RD$16.58  in 2000 and US$1=RD$15.92 in
1999).                                                                          

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 INTERLEISURE, S. A.

 Notes to the Financial Statements (continued)

 December 31, 2000

2.   ACCOUNTING POLICIES (continued)                                            

b) Non Monetary Assets and Liabilities are converted using the official exchange
rate at the date that the transaction occurred.                                 

The foreign  currency  translation  effects are  included  in the  statement  of
operations.                                                                     

FURNITURE AND EQUIPMENT                                                         

The  furniture  and  equipment  are recorded at their  acquisition  cost and are
depreciated using the straight-line method.                                     

IMPROVEMENTS IN PROPERTY                                                        

The  improvements  in property are amortized in 5 years using the  straight-line
method.                                                                         

USE OF ESTIMATES                                                                

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  reported  amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the financial  statements and the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.                                              

3.   ACCOUNTS RECEIVABLE                                                        

A detail of this account in as follows:                                         

                                                  2000              1999
                                                  ------------------------
                                                  (In US$ dollars)

Employees                                             5,573             6,562   
Advances to suppliers                                 1,145            11,946   
Others                                               62,101           100,260   
                                                  ------------------------
                                                  68,819           118,768
                                                  ========================

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 INTERLEISURE, S. A.

 Notes to the Financial Statements (continued)

 December 31, 2000

4.   OTHER ACCOUNTS PAYABLE AND ACCRUALS                                        

                                                  2000              1999
                                                  ------------------------
                                                  (In US$ dollars)

Suppliers (*)                                        430,417           13,919   
Withholdings and accumulations                           525              525   
Others                                                   460            1,941   
                                                  ------------------------
                                                  431,402           16,385
                                                  ========================

(*) As of December 31, 2000,  this account  includes  amounts payable to Mr. Dan
Spence  of  US$200,000  for the  acquisition  of  software  in  progress  and of
US$183,935 for consulting fees incurred is its transformation.                  

5.   ACCOUNTS PAYABLE TO SHAREHOLDERS                                           

A detail of this account is as follows:                                         

                                                  2000              1999
                                                  ------------------------
                                                  (In US$ dollars)

Robert Russell                                       775,885          404,472   
Paul Egan                                              2,782            3,919   
                                                  ------------------------
                                                  778,667          408,391
                                                  ========================

The accounts payable to shareholders are unsecured,  have no fixed due date, and
do not bear interest.  Management intends to retire the amounts payable when the
company is able to sell common stock or achieve profitable operations.          

6.   LEGAL RESERVE                                                              

In accordance  with the Commercial Code of the Dominican  Republic,  all limited
liabilities  companies  are  require  to take at least 5% of their net income to
create a legal reserve.  This  requirement is an obligation that the company has
until this reserve has reached a 10% of the subscribed and paid-in capital. This
reserve is not available for the payment of dividends.                          

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 INTERLEISURE, S. A.

 Notes to the Financial Statements (continued)

 December 31, 2000

7.   PARTICIPATION IN BENEFITS                                                  

The local law requires that  companies  distribute of ten percent (10%) of their
net income before taxes to employees.  This distribution is individually limited
to the equivalent of 60 days of ordinary  salaries for those  employees who have
worked three years or more for the company,  and of 45 days of ordinary salaries
for those  employees  who have worked less than three years.  This  distribution
should be made within the 120 days after the end of the fiscal year.            

8.   COMMITMENTS AND CONTINGENCIES                                              

SEVERANCE BENEFITS                                                              

The local regulations require that employers pay severance benefits to employees
that are fired  without a justified  cause and other  reasons  indicated  on the
labor code. The value of this compensation  depends on several factors,  such as
the time that the  employee has worked for the  company.  The company  considers
that it is not  necessary  to  register  a  provision  to cover the  concept  of
severance  benefits  because the  payments  for this  concept will be charged to
expenses in the period they are executed.                                       

9.   FINANCIAL STATEMENTS PRESENTATION                                          

Some of the figures in the  financial  statements  as of December  31, 1999 have
been  re-classified  to be in  accordance  with the  presentation  of  financial
statements as of December 31, 2000.                                             

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PRO FORMA FINANCIAL STATEMENTS

     The  following  pro forma  selected  financial  statements  based  upon the
historical financial statements of Telpro, adjusted for the Interleisure merger,
and other transactions.  The unaudited pro forma combined condensed statement of
operations for the three months ended June 30, 2001 and the year ended March 31,
2001 is  presented  as if the  Interleisure  merger and other  transactions  had
occurred on April 1, 2000.  The  unaudited pro forma  combined  balance sheet at
June 30, 2001 is  presented as if the  Interleisure  merger had occurred on June
30, 2001.                                                                       

     The summary unaudited pro forma combined condensed financial statements are
for illustrative  purposes only and does not necessarily  indicate the operating
results or financial position that would have been achieved had the Interleisure
merger and other transactions been completed as of the dates indicated or of the
results that may be obtained in the future.  In addition,  the statements do not
reflect synergies that might be achieved from combining these operations.       

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AT JUNE 30, 2001                 

                                                        [Enlarge/Download Table]

                                                          Telpro    Interleisure   Adjustments     Consolidated
                                                        ----------  ------------   -----------     ------------
                                                                                                               
       Assets:                                                                                                 
       Current assets.................................  $    1,793   $   69,517                     $   71,310 
       Property and equipment, net....................                   30,079                         30,079 
       Other..........................................                    2,501                          2,501 
                                                                     ----------                     ---------- 
       Total assets...................................  $    1,793   $  102,097    $        0       $  103,890 

       Liabilities and Stockholders Deficiency:                                                                
       Current liabilities............................  $  722,208   $1,293,825                     $2,016,033 
       Common stock...................................     733,768      237,388    (1,454,183)(2)     (483,027)
       Accumulated deficit............................  (1,454,183)  (1,429,116)    1,454,183 (2)   (1,429,116)
                                                        ----------   ----------    ----------       -----------
       Total liabilities and stockholders                                                                      
       deficiency.....................................  $    1,793   $  102,097    $        0       $  103,890 

UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR THREE MONTHS ENDED JUNE 30, 2001                  

                                                          Telpro    Interleisure   Adjustments     Consolidated
                                                        ----------  ------------   -----------     ------------

       Revenues.......................................  $      -0-   $      -0-                     $      -0- 
       Expenses:                                                                                               
       General and administrative.....................      33,286       98,812                        132,098 
       Research and development.......................         -0-          -0-                                
       Foreign currency translation...................         -0-          -0-                            --- 
                                                        ----------   ----------                     ---------- 
       Net income (loss)..............................    ($33,286)    ($98,812)                     ($132,098)

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UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS FOR YEAR ENDED         
MARCH 31, 2001                                                                  

                                                        [Enlarge/Download Table]

                                                  Telpro    Interleisure  Adjustments   Consolidated
                                                ----------  ------------  -----------   ------------
                                                                                                    
Revenues.......................................   $81,509    $     -0-    ($75,000)(1)   $   6,509  
Expenses:                                                                                           
General and administrative.....................    67,501      306,726                     374,227  
Research and development.......................       -0-      489,373                     489,373  
Foreign currency translation...................       -0-        3,331                       3,331  
                                                  -------    ---------     ---------     ---------  
Net income (loss)..............................   $14,008    ($799,430)     ($75,000)    ($860,422) 

-----------------                                                               
(1)  Intercompany fee is being eliminated                                       

(2)  Equity at acquisition is eliminated                                        

D-22

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREM14A’ Filing		Date		First		Last			Other Filings
		5/9/02		11
		3/31/02		39					10KSB
		12/31/01		84					10QSB
For Period End:		10/10/01		3		44			8-K
		9/12/01		3		11
		9/4/01		4		29
Filed on:		8/30/01
		8/27/01		42					10QSB/A
		8/7/01		42					10-K/A,  10-Q
		7/31/01		23		72
		7/13/01		101
		6/30/01		15		120			10-Q,  10QSB/A
		6/25/01		31		109			8-K
		6/4/01		110
		5/21/01		116
		5/15/01		52
		5/1/01		32
		3/31/01		4		120			10-K,  10-K/A
		12/31/00		39		119			10-Q
		6/30/00		12					10-K,  10-Q
		4/1/00		40		120
		3/31/00		4		108			10-K
		12/31/99		100		119			10-Q
		4/24/99		51		79
		4/21/99		4		77
		4/1/99		108
		3/31/99		106		108			10-K
		6/17/96		113		116
		6/1/96		94
		4/26/95		21
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