Exhibit 10.1

                               LICENSING AGREEMENT

THIS AGREEMENT is made effective this 14 day of September, 2009.

BETWEEN:

          PACKETERA  COMMUNICATIONS  INC., a body  corporate  duly  incorporated
          pursuant to the laws of the Province of British Columbia and having an
          office at Suite 200 - 375 Water Street,  Vancouver,  British Columbia,
          V6B 1B6;

          ("Packetera")

                                                               OF THE FIRST PART

AND:

          SHADOW MARKETING INC., a body corporate duly incorporated  pursuant to
          the laws of the State of  Nevada  and  having an office at 17365  S.W.
          13th Street, Pembroke Pines, Florida, 33029;

          ("Shadow")

                                                              OF THE SECOND PART

WHEREAS:

A. Packetera is in the business of developing  and licensing  telecommunications
services and products;

B. In connection with its business  operations,  Packetera owns various products
and services as described in Schedule "A" to this Agreement  (collectively,  the
"Products")  and has existing  agreements to supply such Products (the "Existing
Agreements"); and

C. Shadow  wishes to acquire from  Packetera,  and  Packetera  wishes to sell to
Shadow,  its  interest  in the  Existing  Agreements,  as well  as an  exclusive
worldwide  license  to use,  sell,  market,  distribute  and/or  sublicense  the
Products;

     NOW  THEREFORE  THIS  AGREEMENT  WITNESSES  that  in  consideration  of the
premises and mutual  agreements  and  covenants  herein  contained,  the parties
hereby covenant and agree as follows:
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1. GRANT OF LICENSE AND ASSIGNMENT OF EXISTING AGREEMENTS

1.1  Packetera  hereby  grants to Shadow,  subject  to the terms and  conditions
herein,  an exclusive  worldwide  license (the "License") to use, sell,  market,
distribute  and/or  sublicense the Products and to retain all proceeds  realized
from the sale of such Products.

1.2 The License  shall  preclude  Packetera  from  selling  any  interest in its
Products to present customers or other third parties. Packetera shall assign its
entire right, title and interest in and to all Existing Agreements to Shadow.

1.3 The  License  shall  include  all  future  telecommunications  services  and
products that Packetera develops,  designs or produces subsequent to the date of
this Agreement.  This shall include, without limitation,  the following services
and products  that  Packetera is currently  developing:  instant  messaging  and
presence,  session initiation protocol  conferencing  solutions,  Softphones for
enterprise,  Google  mashup  with lookup and  callback,  device  integration  of
Softphones on personal digital assistants, Wi-Fi and mobile phones.

1.4 Shadow  shall have the right to use any  existing or future  trademarks  and
other  intellectual  property that Packetera owns in connection  with its use of
the License.

1.5 The License  shall be  effective  for a period of 75 years from  Closing (as
defined herein).

1.6 Shadow  shall have the right to extend the License to any agent or affiliate
of its choice,  including  any  subsidiary,  provided that it shall first notify
Packetera in writing of the identity of such person.

1.7 Shadow may grant sublicenses to third parties, provided that each sublicense
states that it is subject to the terms and conditions of this Agreement.  Shadow
shall deliver to Packetera an executed copy of each sublicense within 15 days of
the sublicense being executed.

2. CONSIDERATION FOR LICENSE

2.1 In  consideration  of  Packetera  granting  the  License and  assigning  the
Existing  Agreements to Shadow,  Shadow shall deliver to Packetera at Closing, a
certificate  representing  30,600,000  post  forward-split  common  shares  (the
"License Shares") in the capital of Shadow.

2.2 Packetera acknowledges that the Shares may be subject to resale restrictions
imposed by applicable regulatory authorities.

3. PACKETERA'S REPRESENTATIONS

Packetera hereby makes the following  representations  and warranties to Shadow,
each of which  is true  and  correct  on the  date  hereof  and will be true and
correct at Closing:

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     (a)  Packetera  owns  a  100%  right,  title  and  interest  in  and to the
          Products,  which  are  free  and  clear  of  all  liens,  charges  and
          encumbrances,  all of which Products are in the possession of or under
          the control of Packetera;

     (b)  Packetera is a party to the Existing  Agreements,  copies of which are
          attached  hereto as Schedule  "B",  which are all in good standing and
          enforceable, and which are summarized as follows:

          Date of Agreement                       Parties to Agreement
          -----------------                       --------------------

          May 8, 2009                       Packetera and One World United Inc.
          June 22, 2009                     Packetera and Voice S.r.l.
          September 1, 2009                 Packetera and Isource Communications

     (c)  Packetera  has the full right,  authority  and  capacity to enter into
          this  Agreement,  and comply  with the terms set out  herein,  without
          first obtaining the consent of any other person;

     (d)  Packetera is a body corporate,  duly incorporated and in good standing
          under  the laws of  British  Columbia  with full  power  and  absolute
          capacity  to enter into this  Agreement  and this  Agreement  has been
          authorized by all necessary  corporate acts and deeds in order to give
          effect to the terms hereof.

     (e)  the  performance  of this  Agreement  will not be in  violation of the
          Memorandum  or  Articles of  Packetera  or of any  Agreement  to which
          Packetera is a party and will not give any person or company any right
          to terminate or cancel any agreement or any right enjoyed by Packetera
          and will  not  result  in the  creation  or  imposition  of any  lien,
          encumbrance  or  restriction  of any nature  whatsoever in favour of a
          third party upon or against the Products or the Existing Agreements;

     (f)  there  has  been  no act of God,  damage,  destruction,  loss,  labour
          disruption  or  trouble,  or other  event  (whether  or not covered by
          insurance)  materially and adversely  affecting any of the Products or
          the organization, operations, affairs, business, properties, prospects
          or financial condition or position of Packetera's business operations;

     (g)  Packetera   holds   all   permits,    licences,    registrations   and
          authorizations  necessary to own and operate the Products and carry on
          its business;

     (h)  Packetera has not, directly or indirectly, engaged or entered into any
          transaction  or  incurred  any  liability  or  obligation  which might
          materially  and  adversely  affect  any of the  Products  or  Existing
          Agreements;

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     (i)  there is no indebtedness of Packetera or is shareholders to any person
          which  might,  by  operation  of law or  otherwise,  now or  hereafter
          constitute  or be capable of  forming an  encumbrance  upon any of the
          Products or Existing Agreements;

     (j)  no  action,  suit,  judgment,   investigation,   inquiry,  assessment,
          reassessment,  litigation,  determination or  administrative  or other
          proceeding  or  arbitration  before  or of any  court,  arbitrator  or
          governmental  authority  is in  process,  or  pending  or  threatened,
          against or relating to the Products or the Existing  Agreements and no
          state of facts exists which could constitute the basis therefor;

     (k)  none of the  Products  is in any respect  infringing  the right of any
          person under or in respect of any patent,  design,  trade mark,  trade
          name, copyright or other industrial or intellectual property;

     (l)  the  Products and Existing  Agreements  constitute  all of the rights,
          assets and properties that are usually and ordinarily used or held for
          use in  connection  with or  otherwise  related  to the  operation  of
          Packetera's business; and

     (m)  except as disclosed in this  Agreement,  neither  Packetera nor any of
          its shareholders has any information or knowledge of any fact relating
          to  its  business,  the  Products,  the  Existing  Agreements  or  the
          transactions contemplated hereby which might reasonably be expected to
          affect,   materially  and  adversely,  any  of  the  Products  or  the
          organization,  operations, affairs, properties, prospects or financial
          condition or position of the business.

4. SHADOW'S REPRESENTATIONS

Shadow hereby makes the following  representations  and warranties to Packetera,
each of which  is true  and  correct  on the  date  hereof  and will be true and
correct at Closing:

     (a)  Shadow is a body  corporate,  duly  incorporated  and in good standing
          under  the laws of the State of Nevada  with full  power and  absolute
          capacity to enter into this  Agreement and the terms of this Agreement
          have been  authorized  by all  necessary  corporate  acts and deeds in
          order to give effect to the terms hereof;

     (b)  Shadow  is in good  standing  with  the  United  States  Securities  &
          Exchange  Commission  (the  "Commission")  and the Financial  Industry
          Regulatory  Authority.  All  of  Shadow's  filings  submitted  to  the
          Commission are true and accurate as at the date of such filing;

     (c)  as of the date of this Agreement, Shadow's authorized capital consists
          of  200,000,000  shares of common stock with a par value of $0.001 per
          share,  of which  7,445,000  shares of common  stock  are  issued  and

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<PAGE>
          outstanding  as fully paid and  non-assessable  shares and  59,882,500
          shares of common stock shall be issued and  outstanding  as fully paid
          and non-assessable shares at Closing, including the License Shares;

     (d)  the  License   Shares  will,   upon  issuance,   be  validly   issued,
          non-assessable   and  free  and  clear  of  all  liens,   charges  and
          encumbrances,  other than resale  restrictions  imposed by  applicable
          securities laws;

     (e)  no person,  firm or corporation has any written or verbal agreement or
          option,  understanding or commitment or any right or privilege capable
          of  becoming  an  agreement  for the  subscription  or issuance of any
          securities in the capital of Shadow;

     (f)  the Articles  and Bylaws of Shadow  permit its to carry on its present
          and intended businesses,  including the business  contemplated through
          the use of the License;

     (g)  the corporate  records and minute books of Shadow contain complete and
          accurate  minutes of all meetings of the directors and shareholders of
          Shadow held since incorporation;

     (h)  Shadow has no knowledge of any:

          (i)  actions,  suits,  investigations  or  proceedings  against Shadow
               which are in progress, pending or threatened;

          (ii) outstanding judgments of any kind against Shadow; or

          (iii)occurrences  or  events  which  have,  or  might   reasonably  be
               expected to have, a material  adverse effect on Shadow's  current
               or intended business.

     (i)  Shadow has no  subsidiaries  and owns no interest in any  corporation,
          partnership, proprietorship or any other business entity;

     (j)  Shadow's  financial   statements  as  filed  with  the  United  States
          Securities & Exchange  Commission (the "Financial  Statements"),  have
          been prepared in  accordance  with United  States  generally  accepted
          accounting principles and fairly represent Shadow's financial position
          at that date.  Since the date to which Shadow's  Financial  Statements
          were prepared:

          (i)  there has not been any material  adverse  change in the financial
               position, assets, liabilities,  results of operations,  business,
               prospects or condition,  financial or otherwise, of Shadow or any
               damage,   loss  or  other  change  in  circumstances   materially

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<PAGE>
               affecting  the  business  or  assets  of  Shadow  or its right or
               capacity to carry on business before or after Closing;

          (ii) Shadow has not waived or surrendered any right of material value;

          (iii)the  business  of  Shadow  has  been  conducted  in the  ordinary
               course; and

          (iv) Shadow  has not  guaranteed,  or agreed to  guarantee,  any debt,
               liability or other obligation of any person, firm or corporation;

     (k)  Shadow is not a party to any contracts, leases, licenses,  commitments
          and other agreements relating to its assets or its business;

     (l)  Shadow does not have and has never had any employees; and

     (m)  there are no outstanding  orders,  judgments,  injunctions,  awards or
          decrees of any court,  arbitrator or  governmental  or regulatory body
          involving   Shadow.   No  suit,   action  or  legal,   administrative,
          arbitration or other proceeding or reasonable  basis therefor,  or, to
          the best of Shadow's  knowledge,  no investigation by any governmental
          agency,  pertaining  to Shadow or its  assets is  pending  or has been
          threatened  against Shadow which could adversely  affect the financial
          condition  or  prospects  of Shadow  or the  conduct  of the  business
          thereof or any of Shadow's assets or materially  adversely  affect the
          ability of Shadow to consummate the transactions  contemplated by this
          Agreement.

5. EFFECT OF REPRESENTATIONS

5.1 The  representations  and warranties of Packetera and Shadow (the "Parties")
set out above form a part of this  Agreement and are  conditions  upon which the
Parties  have  relied in  entering  into this  Agreement  and shall  survive the
Packetera's  grant of the License and the assignment of the Existing  Agreements
to Shadow.

5.2 The  Parties  will  indemnify  and save each other  harmless  from all loss,
damage, costs, actions and suits arising out of or in connection with any breach
of any representation, warranty, covenant, agreement or condition made by it and
contained in this Agreement.

6. CLOSING

Packetera's  grant of the License and  assignment of the Existing  Agreements to
Shadow shall be closed at the office of Packetera at 10:00 A.M. (Vancouver time)
on October  16,  2009,  or on such  other date or at such other  place as may be
agreed upon by the parties (the "Closing").

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<PAGE>
7. ACTIONS BY THE PARTIES PENDING CLOSING

From and after the date hereof and until Closing,  Packetera and Shadow covenant
and agree that:

     (a)  Shadow,  and its  authorized  representatives,  shall have full access
          during normal business hours to all documents of Packetera relating to
          the Products and the Existing  Agreements and Packetera  shall furnish
          to Shadow  or its  authorized  representatives  all  information  with
          respect to the  Products  and the  Existing  Agreements  as Shadow may
          reasonably request;

     (b)  Packetera, and its authorized representatives,  shall have full access
          during normal  business  hours to all  documents  relating to Shadow's
          affairs that Packetera may reasonably request; and

     (c)  Packetera  shall not enter into any contract or commitment to purchase
          or sell any  interest in the Products or Existing  Agreements  without
          the prior  written  consent  of  Shadow,  which  consent  shall not be
          unreasonably withheld.

8. CONDITIONS PRECEDENT TO PACKETERA'S OBLIGATIONS

Each and every  obligation  of Packetera  to be  performed  at Closing  shall be
subject  to the  satisfaction  by Closing of the  following  conditions,  unless
waived in writing by Packetera:

     (a)  The  representations  and warranties  made by Shadow in this Agreement
          shall be true and correct as of Closing with the same effect as though
          such representations and warranties had been made or given at Closing;

     (b)  The name of Shadow shall be changed to "Itokk,  Inc." and Shadow shall
          have  completed  a split of its common  stock  such that  every  share
          issued and  outstanding  prior to the split shall have been  exchanged
          for 8.5 post-split shares of Shadow;

     (c)  The 4,000,000  shares of restricted  common stock currently issued and
          outstanding to Shadow's  directors (the "Restricted  Shares") shall be
          returned to treasury;

     (d)  Shadow shall have  incorporated a wholly owned  subsidiary  ("Shadow's
          Subsidiary")  that shall hold as assets the License  and the  Existing
          Agreements;

     (e)  Shadow shall appoint four of Packetera's  nominees as its officers and
          directors;

     (f)  Shadow's  current  officers  and  directors  shall  resign  from their
          respective positions;

     (g)  Shadow shall deliver to Packetera:

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          (i)  a certificate  representing  30,600,000 shares of common stock in
               the   capital  of  Shadow,   which   shall  be  validly   issued,
               non-assessable  and free  and  clear of all  liens,  charges  and
               encumbrances,   other  than   resale   restrictions   imposed  by
               applicable  securities  laws as  noted  by a  legend  or  legends
               affixed to the back of the certificate;

          (ii) copies of resolutions of Shadow's Board of Directors  authorizing
               the execution of this Agreement,  the purchase of the License and
               the Existing  Agreements,  the return of the Restricted Shares to
               Shadow's  treasury,  the forward split whereby each current share
               of common stock of Shadow shall be exchanged  for 8.5  post-split
               shares,   the  change  of  Shadow's  name  to  Itokk,  Inc.,  the
               appointment  of three of  Packetera's  nominees as  officers  and
               directors of Shadow, the incorporation of its subsidiary, and the
               issuance of  30,600,000  shares of common stock in its capital to
               Packetera; and

          (iii)copies of  incorporation  documents  for  Shadow's  wholly  owned
               subsidiary;

          (iv) pro forma  financial  statements  and Form 10  information in the
               required form for a filing in accordance with the requirements of
               Form 8-K.

9. CONDITIONS PRECEDENT TO SHADOW'S OBLIGATIONS

Each and every  obligation of Shadow to be performed at Closing shall be subject
to the  satisfaction  by Closing of the following  conditions,  unless waived in
writing by Shadow:

     (a)  The representations and warranties made by Packetera in this Agreement
          shall be true and correct as of Closing with the same effect as though
          such representations and warranties had been made or given by Closing;

     (b)  Packetera shall deliver to Shadow:

          (i)  written  evidence of the grant of the License and the  assignment
               of the  Existing  Agreements  to  Shadow's  Subsidiary  in a form
               acceptable to Shadow;

          (ii) a  copy  of  resolutions   of  Packetera's   Board  of  Directors
               authorizing  the execution of this Agreement and the grant of the
               License and  assignment  of the Existing  Agreements  to Shadow's
               Subsidiary; and

          (iii)a copy of minutes of a meeting of the  shareholders  of Packetera
               approving   Packetera's   disposal  of  substantially  its  whole
               undertaking to Shadow upon the terms of this Agreement.

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10. FURTHER ASSURANCES

The parties  hereto  covenant  and agree to do such further acts and execute and
deliver all such further deeds and documents as shall be reasonably  required in
order to fully perform and carry out the terms and intent of this Agreement.

11. ENTIRE AGREEMENT

This  Agreement  constitutes  the entire  agreement  to date between the parties
hereto and supersedes  every  previous  agreement,  communication,  expectation,
negotiation,  representation or understanding,  whether oral or written, express
or implied,  statutory  or  otherwise,  between the parties  with respect to the
subject of this Agreement.

12. NOTICE

12.1 Any notice  required to be given under this Agreement shall be deemed to be
well and  sufficiently  given if  delivered  by hand or if mailed by  registered
mail, in the case of Packetera addressed as follows:

                  Packetera Communications Inc.
                  Suite 200 - 375 Water Street
                  Vancouver, British Columbia, V6B 1B6

and in the case of Shadow addressed as follows:

                  Shadow Marketing Inc.
                  17365 S.W. 13th Street
                  Pembroke Pines, Florida, 33029

and any  notice  given as  aforesaid  shall be  deemed to have  been  given,  if
delivered,  when  delivered,  or if  sent by  registered  mail,  on the  seventh
business day after the date of mailing.

12.2 Either  party may time to time by notice in writing  change its address and
fax number for the purpose of this section.

13. TIME OF ESSENCE

Time shall be of the essence of this Agreement.

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14. TITLES

The titles to the respective  sections hereof shall not be deemed a part of this
Agreement but shall be regarded as having been used for convenience only.

15. SEVERABILITY

If any one or more of the provisions contained herein should be invalid, illegal
or unenforceable in any respect in any jurisdictions, the validity, legality and
enforceability  of such provisions  shall not in any way be affected or impaired
thereby in any other jurisdiction and the validity,  legality and enforceability
of the remaining provisions contained herein shall not in any way be affected or
impaired thereby.

16. APPLICABLE LAW

The situs of the Agreement is Vancouver,  British Columbia, and for all purposes
this  Agreement  will be governed  exclusively  by and construed and enforced in
accordance with laws prevailing in the Province of British Columbia. The parties
agree to attorn to the  jurisdiction  of the Courts of the  Province  of British
Columbia.

17. ENUREMENT

This  Agreement  shall enure to the  benefit of and be binding  upon the parties
hereto and their respective successors and permitted assigns.

     IN WITNESS  WHEREOF  Packetera and Shadow have duly executed this Agreement
effective as of the date and year above written.

PACKETERA COMMUNICATIONS INC.                  SHADOW MARKETING INC.


per:                                           per:
   -----------------------------                   -----------------------------
   Authorized Signatory                            Authorized Signatory

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<PAGE>
                                  SCHEDULE "A"

             TO THAT CERTAIN AGREEMENT MADE AS OF SEPTEMBER 14, 2009
                      BETWEEN PACKETERA COMMUNICATIONS INC.
                           AND SHADOW MARKETING, INC.

Packetera's services and products consist of:

     Product/Service                                      Description
     ---------------                                      -----------

Npoints-SIP- Framework                        application programming interface

Callback web-to-voice applications            Click-to-Talk, mobile VoIP, web
www.itokk.com                                 triggered callback/SIP voice
www.itokk.mobi                                products and services and
                                              voice-card signatures

Session initiation protocol-Softphone         Packetera Softphone Suite, Video
Products                                      + Voice and Presence
www.itokksoft.com

Virtual calling card products                 Virtual calling cards, PINless
www.itokkexpress.com                          access, web recharge

Social VoIP                                   Social VoIP for web communities
www.itokksocial.com                           and collaboration solutions

IP devices                                    End-points integrated on IP device
www.itokkgadgets.com                          (USB flash memory, wifi handsets)

Hosted network platform                       Strategic partnerships with VoIP
                                              service Providers

Engineering consulting                        providing engineering consulting
                                              services specializing in VoIP


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