Extension Agreement Reference is hereby made to the Financial and Management Consulting Agreement dated as of January 1, 1999 by and between Donalson Capital Corporation and Telco- Technology, Inc. (the "Agreement"). Notwithstanding anything to the...

                     Extension Agreement

     Reference is hereby made to the Financial and
Management Consulting Agreement dated as of January 1, 1999
by and between ▇▇▇▇▇▇▇▇ Capital Corporation and Telco-
Technology, Inc. (the "Agreement").

     Notwithstanding anything to the contrary contained in
Section 5 of the Agreement, it is hereby agreed that the
term of the Agreement (which had an original term of three
years expiring December 31, 2001) shall continue on a month
to month basis effective January 1, 2002 and may be
terminated by either party on 30 days prior written notice.

     All of the other terms of the Agreement shall remain in
full force and effect.

     AGREED to this 15th day of February, 2002.



▇▇▇▇▇▇▇▇ Capital Corporation      Telco-Technology, Inc.


By:  /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇       By:  /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Name:     ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇      Name:  ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title:    President               Title:  President