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Memorandum Of Understanding

Joint Venture JV Agreement

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 This Joint Venture JV Agreement involves

JUPITER Global Holdings, Corp | Global Bancorp, Inc

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Governing Law: Nevada     Date: 9/19/2005

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On this the 16 th day of June, 2005 BY and BETWEEN JUPITER Global Holdings, Corp. (“JPHC”) and Global Bancorp, Inc. (“GBBI”) JPHC and GBBI may be referred to herein individually as the “Party” or collectively as the “Parties”.




A)   This MOU follows discussions the parties are having concerning the restructuring of their Joint Venture Agreement dated December 28, 2004 (the “Agreement”) concerning the VOXBOX Telecom, Inc. (“VBX”) business (the “Joint Venture”). This MOU replaces the Letter of Intent between the parties dated June 8, 2005 whereas the parties entered the Letter of Intent as a non-binding agreement regarding the intention of GBBI to purchase from JPHC the VBX Shares and any rights to VBX Shares of VOXBOX Telecom, Inc. referred to in Section C below in exchange for a to be finalized amount of common shares of GBBI at $0.01/share. ;


B)   The purpose of this MOU is to summarize our discussions, finalize the understanding of the parties and terms of the restructuring of the Joint Venture and set forth a manner to proceed. This MOU is a legally binding agreement intended to create obligations to proceed in a manner set forth by this MOU;


C)   GBBI holds 9200 common shares of VBX, which is equal to 50% of the issued and outstanding shares of VBX. JPHC holds 9200 common shares of VBX (the “VBX Shares”), which is equal to 50% of the issued and outstanding shares of VBX; JPHC acquired the VBX Shares through purchasing 800 common shares of VBX from GBBI as per the terms of the Agreement and 8400 common shares as per the rights JPHC held as per the terms of the Agreement and subsequent issuance of a Promissory Note of $420,000 (the “Liability”). GBBI wishes to purchase the VBX Shares and the Liability from JPHC.


D)   The effort between the parties will consist of the following:


Completion and closing of a Share Purchase Agreement between the parties.



The finalization of rights allowing JPHC to purchase additional equity stakes in GBBI.


E)   The parties will share or exchange information only as necessary for such cooperation;


F)   The parties will attempt to meet the following targets:


Execution of a Share Purchase Agreement no later than the Closing Date



Delivery of the VBX common shares held by JPHC (the “VBX Shares”) to GBBI and issuance and delivery of GBBI common shares (the “GBBI Shares”) to JPHC no later that the Closing Date.





GBBI will purchase from JPHC the VBX Shares and the Liability in exchange for:



five million (5,000,000) GBBI shares @ $0.01/share (USD fifty thousand dollars - $50,000) and;



the right to purchase up to 50,000,000 common shares of the GBBI @ $0.01/share for a period of three (3) years from the date above written.



the right to purchase additional common shares of the GBBI to increase the Seller’s fully diluted equity position to up to 5

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