Exhibit
      10.3

    


    SHARE
      EXCHANGE AGREEMENT

    


    This
      Agreement is made on November 29, 2005, by and among the shareholders of Beasley
      Holdings Limited (“Beasley BVI”), each of whom are identified on the attached
      Exhibit A and who own all of the outstanding shares of stock of Beasley BVI
      (collectively referred to in this Agreement as “Sellers”), and ZipGlobal
      Holdings, Inc., a Delaware corporation (“Buyer”).

    


    RECITALS

    


    Sellers
      own all the stock of a corporation that is poised to become the leading provider
      of next-generation telecommunication services for the globally oriented
      customer. The company’s mission is to offer high-quality, multimedia-enabled
      communication services that unite disparate and dispersed local communities
      in
      global dialogues. In essence, the company intends to localize global
      communications; and 

    


    Buyer
      desires to acquire from the selling shareholders (Sellers) all the stock of
      Sellers and Sellers desire to sell all of their stock to Buyer; 

    


    NOW,
      THEREFORE, in consideration of mutual covenants contained in this agreement
      and
      other good and valuable consideration, which is acknowledged to be sufficient,
      the parties agree as follows:

    


    TERMS
      OF AGREEMENT

    


    SECTION
      1. STOCK
      EXCHANGED. Sellers agree to transfer to Buyer, and Buyer agrees to accept from
      Sellers, on the terms and conditions set forth in this Agreement, all of their
      stock, of all classes and categories, of Beasley BVI. 

    


    SECTION
      2. LIABILITIES
      NOT ASSSUMED. Except for accounting liabilities already disclosed to Buyer
      in
      its due diligence, Sellers are not aware of any contingent or other liabilities
      of Beasley BVI, other than those duly reported on its books and records. Buyer
      specifically does not assume any liabilities that do not appear on the books
      and
      records of Beasley BVI, or any other liabilities of Beasley BVI. 

    


    SECTION
      3. PAYMENT
      FOR STOCK 

    


    3.1 The
      consideration for this transaction is the exchange of stock. Sellers will
      receive and agree to accept 16,000,000 duly issued shares of Buyer’s common
      stock; likewise, Buyer will receive and agrees to accept all the shares of
      Beasley BVI, owned by Sellers. 

    


    3.2 In
      exchange for all of their shares of Beasley BVI, Sellers agree to accept shares
      of common stock of Buyer, which shares will be restricted under Section 144
      of
      the Securities and Exchange Commission Rules. The total of 16,000,000 shares
      of
      Buyer’s common stock are to be restricted under Section 144 and are to be
      allocated according to Exhibit A attached to this Agreement. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    3.3 Buyer
      agrees to deliver or cause to be delivered to Sellers the stock certificates
      in
      the amounts set for above in paragraph 3.1 at Closing or as soon after Closing
      as is reasonably possible. 

    


    SECTION
      4. SELLER’S
      REPRESENTATIONS AND WARRANTIES. Sellers represent and warrant to Buyer that
      they
      have all requisite authority to enter into and perform the obligations under
      this Agreement; that none of the stock sold under this agreement is pledged,
      mortgaged, or otherwise encumbered; and that the books and records of Beasley
      BVI, which have been examined by Buyer, correctly represent the financial
      condition of Beasley BVI, as of the date of this Agreement, and the stock
      exchanged in this Agreement is predicated upon these
      representations.

    


    SECTION
      5. REPRESENTATIONS
      OF BUYER. Buyer represents and warrants that it is a corporation duly organized,
      validly existing, and in good standing under the laws of the State of Delaware.
      Buyer has all requisite corporate power and authority to enter into and perform
      its obligations under this Agreement, and the books and records of Buyer
      correctly represent the financial condition of the company as of the date of
      this Agreement, and the stock exchanged by this Agreement is predicated upon
      these representations.

    


    SECTION
      6. COVENANTS
      OF THE PARTIES. Sellers and Buyer agree that between the date of this Agreement
      and Closing, the parties will not do anything to cause any dilution or
      encumbrance of any type with respect to its stock sold under this agreement.
      Buyer will use its best efforts to effect the transaction described by this
      Agreement and to fulfill all conditions of Buyer’s obligations under this
      Agreement. 

    


    SECTION
      7. CONFIDENTIAL
      INFORMATION. If for any reason this purchase and sale of stock is not closed,
      Buyer will not disclose to third parties any confidential information received
      from Sellers, and Sellers will not disclose to third parties any confidential
      information received from Buyer in the course of investigating, negotiating,
      and
      performing the transactions contemplated by this Agreement. 

    


    SECTION
      8. FURTHER
      REPRESENTATIONS AND WARRANTIES OF SELLER

    


    8.1 All
      representations and warranties made in this Agreement by Sellers and Buyers
      shall be true as of Closing as fully as those such representations and
      warranties had been made on or as of Closing, and, as of Closing, Sellers and
      Buyer shall not have violated or failed to perform in accordance with any
      covenant contained in this Agreement. 

    


    8.2 At
      Closing, no suit, action, or other proceeding shall have been threatened or
      instituted to restrain, enjoin, or otherwise prevent the consummation of this
      Agreement or the contemplated transactions. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    SECTION
      9. BUYER’S
      ACCEPTANCE. Buyer represents and acknowledges that it has entered into this
      Agreement on the basis of its own examination, personal knowledge, and opinion
      as to the value of the assets and business of Seller. 

    


    SECTION
      10. SURVIVAL.
      All representations and warranties made in this Agreement shall survive the
      Closing of this Agreement. 

    


    SECTION
      11. CLOSING.
      The Closing will take place at the law offices of Virginia K. Sourlis, Esq.,
      The
      Galleria, 2 Bridge Ave., Red Bank, NJ 07701 upon receipt of the Minimum Offering
      Amount set forth in the Private Placement Memorandum and any supplements thereto
      for a private placement being conducted by ZipGlobal Holdings, Inc. at the
      time
      of this Agreement. If ZipGlobal Holdings, Inc. does not receive the Minimum
      Offering Amount according to the terms of the Private Placement Memorandum
      and
      any supplements thereto, then no Closing shall occur and this Agreement shall
      immediately be terminated and become null and void.

    


    SECTION
      12. TERMINATION
      OF AGREEMENT. This Agreement may be terminated by mutual written consent of
      Buyer and Sellers. 

    


    SECTION
      13. MISCELLANEOUS
      

    


    13.1 The
      provisions of this Agreement shall be binding upon the inure to the benefit
      of
      their heirs, personal representatives, successors, and assigns of the parties.
      

    


    13.2 Any
      notice or other communication required or permitted to be given under this
      Agreement shall be in writing and shall be mailed by certified mail, return
      receipt requested, postage prepaid, or by commercial carrier, addressed to
      the
      parties as set forth on the signature pages hereto.

    


    13.3 This
      Agreement shall be governed by and shall be construed in accordance with the
      laws of the State of Delaware.

    


    13.4 This
      Agreement constitutes the entire agreement between the parties pertaining to
      its
      subject matter and it supersedes all prior contemporaneous agreements,
      representations, and understandings of the parties. No supplement, modification,
      or amendment of this Agreement shall be binding unless executed in writing
      by
      all parties. 

     

    [THIS
      PAGE INTENTIONALLY LEFT BLANK]

     

    [SIGNATURES
      FOLLOW]


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Buyer:

      


      ZipGlobal
        Holdings, Inc., a Delaware company

      
        	 	 	 
	
                By: 

              	
                 

                /s/
                  Michael C. Lee

              	 	 	 
	 	
                Michael
                  C. Lee

                President

              	 	 	 


      

       

      Sellers:

      


      Representative
        of the Sellers


      
        	 	 	 
	
                By: 

              	
                 

                /s/
                  Michael C. Lee

              	 	 	 
	 	
                Michael
                  C. Lee 

                Representative

              	 	 	 


      

      


      
        
           

        

        
           

          
            

          

        

        
           

        

         

      

    

    Exhibit
      A

     

    
      	 	 	
              NEW

            	
               

            	
              OLD

            	 
	 	 	 	 	 	 
	
              HO
                Connie Ki Wing

            	 	 	
              455,000

            	 	 	
              455.00

            	 
	 	 	 	 	 	 	 	 
	
              KWOK
                Ying Hong

            	 	 	
              419,000

            	 	 	
              419.00

            	 
	 	 	 	 	 	 	 	 
	
              AU
                Eriko

            	 	 	
              102,000

            	 	 	
              102.00

            	 
	 	 	 	 	 	 	 	 
	
              LI
                Zhong Hua

            	 	 	
              3,463,000

            	 	 	
              3,463.00

            	 
	 	 	 	 	 	 	 	 
	
              IEONG
                Hio Tong

            	 	 	
              3,935,000

            	 	 	
              3,935.00

            	 
	 	 	 	 	 	 	 	 
	
              SO
                Jennifer L

            	 	 	
              720,000

            	 	 	
              720.00

            	 
	 	 	 	 	 	 	 	 
	
              LIN
                Yu Hsuan

            	 	 	
              539,000

            	 	 	
              539.00

            	 
	 	 	 	 	 	 	 	 
	
              Network
                Agents Limited

            	 	 	
              240,000

            	 	 	
              240.00

            	 
	 	 	 	 	 	 	 	 
	
              Excel
                Faith Limited

            	 	 	
              960,000

            	 	 	
              960.00

            	 
	 	 	 	 	 	 	 	 
	
              World
                Champion International Limited

            	 	 	
              400,000

            	 	 	
              400.00

            	 
	 	 	 	 	 	 	 	 
	
              SAU
                Luen Yu

            	 	 	
              75,000

            	 	 	
              75.00

            	 
	 	 	 	 	 	 	 	 
	
              CHUNG
                Kit Kwan

            	 	 	
              80,000

            	 	 	
              80.00

            	 
	 	 	 	 	 	 	 	 
	
              SUEK
                Chai Hong

            	 	 	
              161,000

            	 	 	
              161.00

            	 
	 	 	 	 	 	 	 	 
	
              SO
                Kwok Keung

            	 	 	
              120,000

            	 	 	
              120.00

            	 
	 	 	 	 	 	 	 	 
	
              CHAN
                Su-Chuan

            	 	 	
              286,000

            	 	 	
              286.00

            	 
	 	 	 	 	 	 	 	 
	
              WONG
                Sheung Mei Helena

            	 	 	
              45,000

            	 	 	
              45.00

            	 
	 	 	 	 	 	 	 	 
	
              Karen
                Baker

            	 	 	
              2,720

            	 	 	
              2.72

            	 
	 	 	 	 	 	 	 	 
	
              Steven
                Chin and Dora Chin JTWROS

            	 	 	
              16,800

            	 	 	
              16.80

            	 
	
              55
                Amy Lane

            	 	 	 	 	 	 	 
	
              Holliston,
                MA 01746

            	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 
	
              Joseph
                F. Frazzica and Rosemarie Frazzica

            	 	 	
              5,440

            	 	 	
              5.44

            	 
	 	 	 	 	 	 	 	 
	
              Julie
                T.L. Lee

            	 	 	
              8,160

            	 	 	
              8.16

            	 
	 	 	 	 	 	 	 	 
	
              Howard
                Lee and Clara Lee JTWROS

            	 	 	
              105,440

            	 	 	
              105.44

            	 


    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      	
              Raymond
                J. Lee and Patricia Lee JTWROS

            	 	 	
              2,720

            	 	 	
              2.72

            	 
	 	 	 	 	 	 	 	 
	
              Yat
                Lee and Janet Lee JTWROS

            	 	 	
              8,800

            	 	 	
              8.80

            	 
	 	 	 	 	 	 	 	 
	
              Thomas
                Wah and Shui Fong Wah JTWROS

            	 	 	
              2,720

            	 	 	
              2.72

            	 
	 	 	 	 	 	 	 	 
	
              Paul
                Musto and RoseAnne Musto JTWROS

            	 	 	
              27,200

            	 	 	
              27.20

            	 
	 	 	 	 	 	 	 	 
	
              David
                Novick and Elizabeth Novick JTWROS

            	 	 	
              5,440

            	 	 	
              5.44

            	 
	 	 	 	 	 	 	 	 
	
              Anthony
                Gentile and Janet Gentile JTWROS

            	 	 	
              105,440

            	 	 	
              105.44

            	 
	 	 	 	 	 	 	 	 
	
              Gene
                Wong and Doris Wong JTWROS

            	 	 	
              10,880

            	 	 	
              10.88

            	 
	 	 	 	 	 	 	 	 
	
              Joseph
                Wong

            	 	 	
              2,720

            	 	 	
              2.72

            	 
	 	 	 	 	 	 	 	 
	
              For
                Ming Ha and Yang Xing Ying

            	 	 	
              10,000

            	 	 	
              10.00

            	 
	 	 	 	 	 	 	 	 
	
              Antonio
                J. Catalano

            	 	 	
              12,000

            	 	 	
              12.00

            	 
	 	 	 	 	 	 	 	 
	
              Sam
                Chi-Sum Chan

            	 	 	
              2,000

            	 	 	
              2.00

            	 
	 	 	 	 	 	 	 	 
	
              Steven
                Lee

            	 	 	
              4,000

            	 	 	
              4.00

            	 
	 	 	 	 	 	 	 	 
	
              Jackson
                Yee Lee

            	 	 	
              4,000

            	 	 	
              4.00

            	 
	 	 	 	 	 	 	 	 
	
              Chuck
                Q Chin

            	 	 	
              10,000

            	 	 	
              10.00

            	 
	 	 	 	 	 	 	 	 
	
              Dennis
                Jodoin

            	 	 	
              10,000

            	 	 	
              10.00

            	 
	 	 	 	 	 	 	 	 
	
              Edward
                N. Cannata

            	 	 	
              10,000

            	 	 	
              10.00

            	 
	 	 	 	 	 	 	 	 
	
              Yu
                Yu Tan and Zhan Ling Tan

            	 	 	
              10,000

            	 	 	
              10.00

            	 
	 	 	 	 	 	 	 	 
	
              Ernest
                L. Herrmanand Kathy Herrman

            	 	 	
              6,000

            	 	 	
              6.00

            	 
	 	 	 	 	 	 	 	 
	
              Michael
                Lee

            	 	 	
              2,5210.24

            	 	 	2,510,240	 
	 	 	 	 	 	 	 	 
	
              Jane
                M Lee

            	 	 	
              497,280

            	 	 	
              497.28

            	 
	 	 	 	 	 	 	 	 
	
              Jillian
                Lee

            	 	 	
              200,000

            	 	 	
              200.00

            	 
	 	 	 	 	 	 	 	 
	
              Jane
                Lee Trustee for Rachel Lee

            	 	 	
              200,000

            	 	 	
              200.00

            	 
	 	 	 	 	 	 	 	 
	
              Neala
                Martin

            	 	 	
              200,000

            	 	 	
              200.00

            	 
	 	 	 	 	 	 	 	 
	
              Getting
                You There, LLC

            	 	 	
              10,000

            	 	 	
              10.00

            	 
	 	 	 	 	 	 	 	 
	 	 	 	
              16,000,000

            	 	 	
              16,000.00