Non-Competition and Non-Solicitation Agreement

This Non-Competition and Non-Solicitation Agreement (this “Agreement”) is entered into as of the date set forth above by and between IB3 Networks, Inc., a Nevada corporation (the “Company”), and the undersigned individual who has been a shareholder of NYC Mags, Inc., a New York corporation (the “Shareholder”).

In consideration of the Company and its subsidiary, NYC Acquisition, Inc. (the “Merger Sub”), concurrently herewith entering into an Agreement and Plan of Merger (the “Merger Agreement”) with the above-mentioned NYC Mags, Inc. (“NYC”) and its Shareholder for the acquisition of NYC through a merger of the Merger Sub with and into NYC (the “Merger”) and consummation of the Merger, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company and the Shareholder hereby agree as follows:

1.           By virtue of the Shareholder’s experience with NYC, the Shareholder’s involvement with a Person conducting or conducting on the Shareholder’s own activities similar to those of the Company would represent a substantial competitive harm to the Company and its activities, and the use of the Shareholder’s skills, knowledge and information about the Company’s strategies, plans, services and other activities can and would constitute a valuable competitive advantage over the Company.  In view of the foregoing, the Shareholder agrees and covenants that, during the Restricted Period (as hereinafter defined), the Shareholder shall not directly or indirectly, whether as an employee, agent, consultant, director, officer, investor, partner, member, shareholder, proprietor, lender or otherwise, engage, or be associated in any way with any entity which engages, anywhere in the Restricted Territory (as hereinafter defined), in any business which is a Competitive Business (as hereinafter defined), provided that the foregoing shall not prohibit the Shareholder from being a passive owner of not more than five percent (5%) of the outstanding stock of a corporation subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.

2.           During the Restricted Period, the Shareholder shall not, without the consent of the Company (by action of the Board), directly or indirectly, for the Shareholder’s benefit or the benefit of any other Person, (a) induce or attempt to induce any employee or consultant of the Company or any of its Affiliates to leave the employ of the Company or such Affiliate, (b) solicit from any customer of the Company or any of its Affiliates, or any Person who was such a