ASSET PURCHASE AGREEMENT

A.   Globalnet is the borrower of $3,000,000 worth of indebtedness held by New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC.

B.   Dibz desire to acquire such debt from Globalnet in consideration for certain assets of Dibz.

C.   Globalnet desires to sell the same to Dibz.

NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements herein set forth, the parties hereto hereby agree as follows:

1. Sale of Assets. Subject to the terms and conditions of this Agreement, at the closing under this Agreement (the "Closing"), Dibz shall sell, convey, assign, transfer and deliver to Globalnet, and Globalnet shall purchase, acquire and accept from Dibz the non-exclusive right, title, and interest in and to a copy of all the iDialDirect technology set forth on Exhibit A (the "Assets")

Both Globalnet and Dibz acknowledge that Dibz shall retain a copy of all the Assets set forth on Exhibit A. In the event that either party shall make any modifications to any of the Assets after the date of this Agreement, such party shall retain the exclusive right to such modifications.

2. Purchase Consideration. In consideration of the purchase and sale of the Assets, Globalnet shall convey all rights, title and interest to Three Million Dollars worth of indebtedness held by New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC (the “ Purchase Consideration ”) to Dibz at the Closing. Furthermore, Dibz shall be entitled to use up to $50,000 worth of services per month, on a non-cumulative basis, to be provided by Globalnet pursuant to an operating agreement entered into contemporaneously with the execution of this Agreement. A copy of such operating agreement is attached hereto as Exhibit C.

It is expressly understood that neither party shall not assume, pay or be liable for any liability or obligation of either party of any kind or nature at any time existing or asserted, whether, known, unknown, fixed, contingent or otherwise, not specifically assumed herein by such party.

3. Closing.  

3.1   Place and Time . The Closing shall take place at the offices of Sichenzia Ross Friedman Ference LLP, 1065 Avenue of the Americas, 21st Floor, New York, New York 10018, at 10:00 a.m. on January 5, 2007, or at such other time or place as Purchaser and Seller may mutually agree as may be evidenced by their effecting the Closing (the "Closing Date").

3.2   Deliveries by Globalnet . At the Closing, Globalnet shall deliver the following to the Dibz:

(a)   the Purchase Consideration in the form of a promissory note in the name of Dibz for Three Million Dollars (the “Note”).

(b)   All other documents, certificates, instruments or writings reasonably required by Dibz to be delivered by Seller at or prior to the Closing pursuant to this Agreement.

(c)   A waiver from New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners, LLC as to the transfer of the Purchase Consideration to Dibz.

(d)   Such deeds, bills of sale, assignments and other instruments of conveyance and transfer, and such powers of attorney, as shall be effective to vest in Dibz title to or other interest in, and the right to full custody and control of, the Purchase Consideration, free and clear of all liens, charges, encumbrances and security interests whatsoever including, but not limited to, the Letter Agreement annexed hereto as Exhibit 3.2(d) .

3.3   Deliveries by Dibz . At the Closing, Globalnet shall deliver the following to the Dibz:

(a)   A copy of all of the Assets including without limitation all books and records related thereto and/or the rights to take possession thereof.

(b)   All other documents, certificates, instruments or writings reasonably required by Seller to be delivered by Purchaser at or prior to the Closing pursuant to this Agreement.

3.4   Proceedings . All proceedings which shall be taken and all documents which shall be executed and delivered by the parties on the Closing Date shall be deemed to have been taken and executed simultaneously, and no proceeding shall be deemed taken nor any documents executed or delivered until all have been taken, executed and delivered.

3.5   Conditions to Dibz' Obligations . The obligations of Dibz to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Purchaser:

(a)   There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays consummation of any or all of the transactions contemplated in this Agreement nor shall any proceeding seeking any of the foregoing have been commenced.

(b)   The representations and warranties of Globalnet set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at such time.

(c)   Globalnet shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing.

(d)   Dibz shall have received a certificate to the effect set forth in clauses (b) and (c) above signed by Globalnet.

3.6   Conditions to Globalnet's Obligations . The obligations of Globalnet to effect the Closing shall be subject to the satisfaction at or prior to the Closing of the following conditions, any one or more of which may be waived by Globalnet:

(a)   There shall not be in effect any injunction, order or decree of a court of competent jurisdiction that prohibits or delays the consummation of any or all of the transactions contemplated herein nor shall any proceeding seeking any of the foregoing have been commenced.

(b)   The representations and warranties of Dibz set forth in this Agreement shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date as though made at such time.

(c)   Dibz shall have performed and complied in all material respects with the agreements contained in this Agreement required to be performed and complied with by it prior to or at the Closing.

(d)   Globalnet shall have received a certificate to the effect set forth in clauses (b) and (c) above signed by the Dibz.

4. Representations and Warranties of Globalnet. Globalnet hereby represents and warrants to Dibz as follows:

(a)   Globalnet has the right, power, authority and capacity to execute and deliver this Agreement and to perform its obligations under this Agreement.

(b)   Neither the execution, delivery or performance of this Agreement by Globalnet nor the consummation by Globalnet of the transactions contemplated hereby will, directly or indirectly (with or without notice or lapse of time or both):

(i)   contravene, conflict with or result in a violation or breach of (A) any legal requirement or any governmental order to which Globalnet or any of the properties or assets owned or used by Globalnet may be subject, or (B) any authorization, license or permit of any governmental authority, including any private investigatory license or other similar license, which is held by Globalnet or that otherwise relates to the business of, or any of the assets owned or used by Globalnet;

(ii)   result in a violation or breach of or constitute a default, give rise to a right of termination, cancellation or acceleration, create any entitlement to any payment or benefit or require the consent or approval of or any notice to or filing with any third party under any contract to which Globalnet is a party or to which his or his properties or assets may be bound, or require the consent or approval of or any notice to or filing with any governmental authority to which the Globalnet or his properties or assets may be subject; or

(iii)   result in the imposition or creation of any encumbrance upon or with respect to any of the properties or assets owned or used by Globalnet.

4.2   No Undisclosed Liabilities .   Globalnet has no material liabilities or obligations of any nature (whether absolute, accrued, contingent, or otherwise) with respect to the Purchase Consideration except for liabilities or obligations which have previously been disclosed to Dibz and current liabilities incurred in the ordinary course of business, which current liabilities are consistent with the representations and warranties contained in this Agreement and will not, individually or in the aggregate, have a material adverse change in the business, operations, properties, prospects, liabilities, results of operations, assets or condition (financial or otherwise) of Globalnet.

4.3   Taxes . Globalnet has properly and timely filed all federal, state and local Tax returns and has paid all Taxes, assessments and penalties due and payable. All such Tax returns were complete and correct in all respects as filed, and no claims have been assessed with respect to such returns. There are no present, pending, or threatened audit, investigations, assessments or disputes as to Taxes of any nature payable by the Seller, nor any Tax liens whether existing or inchoate on any of the assets of the Seller, except for current year Taxes not presently due and payable. The federal income Tax returns of the Seller have never been audited. No IRS or foreign, state, county or local Tax audit is currently in progress. The Globalnet has not waived the expiration of the statute of limitations with respect to any Taxes. There are no outstanding requests by the Globalnet for any extension of time within which to file any Tax return or to pay Taxes shown to be due on any Tax return. Other than with respect to Globalnet, Globalnet is not liable for Taxes of any other person or entity or is currently under any contractual obligation to indemnify any person or entity with respect to Taxes or is a party to any Tax sharing agreement or any other agreement providing for payments by the Seller with respect to Taxes.

For purposes of this Agreement, the term “Tax” shall mean any United States federal, national, state, provincial, local or other jurisdictional income, gross receipts, property, sales, use, license, excise, franchise, employment, payroll, estimated, alternative or add-on minimum, ad valorem, transfer or excise tax, or any other tax, custom, duty, governmental fee or other like assessment or charge imposed by any governmental authority, together with any interest or penalty imposed thereon.

4.4   Compliance with Law; Governmental Authorizations . To the best of Globalnet’s knowledge, Globalnet is in compliance with all federal, state and local laws, authorizations, licenses and permits of any governmental authority and all governmental orders affecting the properties and assets of Globalnet, including federal, state and local: (i) Occupational Safety and Health Laws; (ii) private investigatory and other similar laws; (iii) the Fair Credit Reporting Act and similar state and local laws; and (iv) laws regarding or relating to trespass or violation of privacy rights. Globalnet has not been charged with violating, nor to the knowledge of Globalnet, threatened with a charge of violating, nor, to the knowledge of Globalnet, is Globalnet under investigation with respect to a possible violation of any provision of any federal, state or local law relating to any of, properties or assets.

4.5   Effect of Agreement . This Agreement has been duly executed and delivered by Globalnet and constitutes, and such other agreements and instruments to be executed by Globalnet pursuant hereto, when so duly executed and delivered, will constitute, legal, valid and binding obligations of Globalnet, enforceable in accordance with their respective terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other similar laws relating to or affecting the rights of creditors generally and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law).

4.6   Broker's Fees . Globalnet has not employed any broker or finder or incurred any liability for any broker's or finder's fees or commissions in connection with this Agreement or the transactions contemplated herein.

4.7   Title to Purchase Consideration . After giving effect to the transactions contemplated by this Agreement, Dibz will have good and valid title to the Purchase Consideration, free and clear of all, liens, encumbrances, restrictions, security interests, mortgages, and claims (including any related to duty or customs), except with respect to any of the foregoing which may be incurred by Dibz.

4.7   Disclosure . No representation or warranty by Globalnet in this Agreement, nor in any certificate, schedule or exhibit delivered or to be delivered pursuant to this Agreement contains or will contain any untrue statement of material fa