ADVERTISING EXCHANGE AGREEMENT

This  Agreement  is  entered  into  the 5th day of January, 2001 (the "Effective
Date")

BETWEEN:

FETCHOMATIC  GLOBAL  INTERNET  INC. a corporation, with its principal offices at
1521  -  56th  Street,  Delta,  British  Columbia,  V4L  2A9

("fetchOmatic")

AND:

POPNUVO.COM INC., a corporation with its principal office at 123 W. 47th Avenue,
Vancouver,  British  Columbia,  V5Y  2Y1

("Popnuvo")

WHEREAS:

A.     Popnuvo  and  fetchOmatic  each  operate  a  web  site;  and

B.     Each  party  wishes to have the other party advertise on its web site and
to  be  advertised  at  the  other party's web site, on the terms and conditions
contained  in  this  Agreement.

NOW,  THEREFORE,  in  consideration  of  the  promises  and mutual covenants and
agreements  set  forth  herein,  the  parties  agree  as  follows:

                                    SECTION 1
                                   DEFINITIONS

1.1     FETCHOMATIC  WEBSITE  means  the  website  located  at  the  URL
www.fetchomatic.com  operated  by  fetchOmatic.

1.2     POPNUVO  WEBSITE  means  the  website located at the URL www.popnuvo.com
operated  by  Popnuvo.

1.3     INCLUDING  means  including  without limitation to the generality of any
description,  definition,  term  or  phrase  preceding  that  word  and the word
"include"  and  its  derivatives  will  be  construed  accordingly.

1.4     BUILDING  means  an  image  of  a building, and the HTML code associated
therewith,  located at the fetchOmatic Website and labelled with a trade-mark or
brand  of  an  advertiser.

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1.5     TRADE  SECRETS  mean  information  that:

(a)     is  used  or  may  be  used  in  business  for any commercial advantage;

(b)     derives  independent economic value, actual or potential, from not being
generally  known to the public or to other persons who can obtain economic value
from  its  disclosure  or  use;

(c)     is  the  subject  of  reasonable  efforts  to  prevent  it from becoming
generally  known;  and

(d)     the  disclosure  of  which  would  result  in  harm or improper benefit.

                                    SECTION 2
                            FETCHOMATIC'S OBLIGATIONS

2.1     BUILDING  ADVERTISEMENT.  On receipt of a trademark image in ____ format
and the associated HTML code pursuant to paragraph 3.2, fetchOmatic will provide
a  Building  branded  with  such  trademark.

2.2     FEATURED  ARTIST.  On  receipt  of  a  promotional photo of an artist (a
"Featured  Artist")  in  ____ format (an "Artist Photo") and a MP3 file of music
from  the  Featured Artist from Popnuvo, fetchOmatic will place the Artist Photo
and  a  link  to  such  MP3  file  on the front page of the fetchOmatic Website.
Popnuvo  may  provide  fetchOmatic  a new Artist Photo and MP3 file no more than
once  a week, and fetchOmatic will substitute the Artist Photo and MP3 file then
on  the  fetchOmatic  Website  with  such  new  Artist  Photo  and  MP3  file.

2.3     LINK.  On  receipt  of  a  graphic  image  and associated HTML code (the
"Popnuvo  Link")  from  Popnuvo,  fetchOmatic will place the Popnuvo link on the
fetchOmatic  Website.

2.4     FETCHOMATIC  ADVERTISEMENTS.  fetchOmatic will provide Popnuvo a graphic
image  and  HTML  code therefor (the "fetchOmatic Link").  fetchOmatic may, from
time to time provide a replacement fetchOmatic Link, in which case, Popnuvo will
substitute  the  fetchOmatic  Link  then  at  the  Popnuvo  Website  with  such
replacement  fetchOmatic  Link.

2.5     PAYMENT.  fetchOmatic  will  pay  Popnuvo  the  following  amounts  (in
Canadian  dollars):

          (a)     $1500.00  on  execution  of  this  Agreement;  and

          (b)     $500.00  within  one  month  of  the  Effective  Date.

                                    SECTION 3
                              POPNUVO'S OBLIGATIONS

3.1     FETCHOMATIC  LINK  PLACEMENT.  On  receipt  of the fetchOmatic Link from
fetchOmatic, Popnuvo will place the fetchOmatic Link: (a) on the first page seen
by  visitors  to the Popnuvo Website, under the text "GREAT MUSIC BROUGHT TO YOU
BY";  (b)  on  the then current Featured Artist web page at the Popnuvo Website;
(c)  on  all  other  web

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pages  at  the Popnuvo Website devoted to artists and (d) on the web page at the
Popnuvo  Website  entitled  "Competition".

3.2     POPNUVO  LINK.  Popnuvo  will  provide  (i)  the  Popnuvo  Link;  (ii) a
trade-mark image and associated HTML code therefor and (iii) no more than once a
week,  an  Artist  Photo  and associated MP3 file, to fetchOmatic.  Popnuvo may,
from  time  to  time,  provide  a  replacement  Popnuvo  Link,  in  which  case,
fetchOmatic  will  substitute  the  Popnuvo Link then at the fetchOmatic Website
with  such  replacement  Popnuvo  Link.

                                    SECTION 4
                                    LICENSES

4.1     FETCHOMATIC  LICENSE.  Popnuvo  grants  to  fetchOmatic, for the term of
this  Agreement,  a  limited,  nonexclusive,  royalty  free  license to copy and
reproduce  the  trademark  and  associated  HTML  code,  the  Popnuvo  Link  and
promotional  photos  and  MP3 files provided to fetchOmatic, for the purposes of
placing  such  on  the  fetchOmatic  Website and allowing access to users of the
fetchOmatic  Website.

4.2     POPNUVO  LICENSE.  fetchOmatic  grants  to Popnuvo, for the term of this
Agreement  a  limited,  nonexclusive, royalty free license to copy and reproduce
the  fetchOmatic  Link  for the purposes of placing such on the Popnuvo Website.

4.3     ALL  RIGHTS RESERVED.  Each party reserves all rights in its copyrighted
works  not  expressly  granted  in  this  Agreement.

                                    SECTION 5
                                 CONFIDENTIALITY

5.1     CONFIDENTIAL  INFORMATION.  Each party acknowledges that the other party
(the  "DISCLOSER")  may  disclose  to such party (the "RECIPIENT"), or allow the
Recipient  access  to, Trade Secrets and other information, in the possession of
the  Discloser  and owned by the Discloser or entities affiliated, associated or
related  to  the Discloser, or by their respective suppliers, customers or other
business  partners,  that  is  not  generally  known  to  the  public, including
financial  information,  legal,  corporate,  marketing,  product,  technical,
personnel,  customer  and  supplier  information  and  any other information, in
whatever  form  or  media,  specifically  identified  as  confidential  by  the
Discloser,  or the nature of which is such that it would generally be considered
confidential in the industry of the Discloser, or which the Discloser is obliged
to  treat  as  confidential  or  proprietary  (collectively,  "CONFIDENTIAL
INFORMATION").  The  Recipient  acknowledges  that  the Discloser's Confidential
Information  is  of  significant  value  to  the  Discloser.

5.2     LIMITATIONS.  The non-disclosure obligations of the Recipient under this
Section  will  not  apply  to  Confidential  Information which the Recipient can
establish:

(a)     is,  or  becomes,  readily  available to the public other than through a
breach  of  this  Section;

<PAGE>

(b)     is  disclosed,  lawfully  and  not in breach of any contractual or other
legal  obligation,  to  the  Recipient  by  a  third  party;  or

(c)     through  written  records, was known to the Recipient, prior to the date
of  first  disclosure  of  the  Confidential Information to the Recipient by the
Disclosure.

5.3     OWNERSHIP  OF CONFIDENTIAL INFORMATION.  The Recipient acknowledges that
Confidential  Information  is and will be the sole and exclusive property of the
Discloser  or  its  designate and that the Recipient will not acquire any right,
title  or  interest  in  or  to  any  Confidential  Information.

5.4     OBLIGATIONS.  The  Recipient  will  keep  all  Confidential  Information
strictly  confidential  and  will  take  all  necessary  precautions  against
unauthorized  use  or disclosure of the Confidential Information during the term
of  this  Agreement and for a period of 2 years thereafter.  Without limitation,
the  Recipient  will  not, and will take all reasonable steps to ensure that its
employees do not, directly or indirectly, disclose, allow access to, transmit or
transfer  the  Confidential Information to a third party without the Discloser's
consent,  or use or reproduce Confidential Information, in any manner, except as
reasonably  required  to fulfil the purposes of this Agreement.  Notwithstanding
the  foregoing, to the extent that the Recipient can establish it is required by
law  to  disclose  any  Confidential Information, it will be permitted to do so,
provided  that  notice of this requirement to disclose is first delivered to the
Discloser, so that it may contest this potential disclosure.  The Recipient will
ensure  that  all  copies  of  Confidential  Information  are clearly marked, or
otherwise  identified  as confidential and proprietary to the Discloser, and are
stored in a secure location while in the Recipient's possession, control, charge
or  custody.

                                    SECTION 6
                    WARRANTIES, COVENANTS AND INDEMNIFICATION

6.1     WARRANTIES  AND  COVENANTS  OF  GM.  Each party represents, warrants and
covenants  to  the  other  party  the  following:

(a)     that  it has the full power to enter into this Agreement and perform the
services  and  grant  the  licenses  provided  for  herein;

(b)     to  the  best  of its knowledge, each party has the right to provide the
materials  provided to the other party pursuant to this Agreement, including all
written  materials  and  advertisements,  including,  as applicable, the Popnuvo
Link,  the  fetchOmatic  Link,  Artist  Photos,  and MP3 files (collectively the
"Materials"),  and  such  Materials  do  not  and will not infringe the property
rights  of  third  parties;  and

(c)     the  Materials provided to the other Party does not and will not contain
any libel, defamation, obscenity or pornography and will not constitute a breach
of  any  rights  of  privacy  or  publication  of  any  other party and will not
contravene  the  laws  of  any  jurisdiction.

6.2     NO  WARRANTIES.  EXCEPT  FOR THE LIMITED WARRANTIES SET FORTH IN SECTION
6.1,  EACH  PARTY  DISCLAIMS  ALL  OTHER  WARRANTIES,  EXPRESS

<PAGE>

OR  IMPLIED,  INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OF THIRD
PARTY  RIGHTS,  AND  FITNESS  FOR  A  PARTICULAR  PURPOSE.  Without limiting the
generality of the foregoing, each party makes no warranty that access to its web
site  (the  fetchOmatic  Website or the Popnuvo Website, as appropriate) will be
uninterrupted,  timely,  secure  or  error-free.

6.3     INDEMNITY.  Each party agrees to defend, indemnify and hold harmless the
other party and its directors, officers, its employees, sublicensees, and agents
from  and  against  all  claims,  defense costs (including reasonable attorneys'
fees),  judgments  and other expenses arising out of or on account of claims of:

(a)     alleged  infringement  or  violation of any intellectual property right,
Trade  Secret,  right  of  publicity  or  privacy  (including but not limited to
defamation) or other proprietary right with respect to the Materials provided to
the  other  party;

(b)     any  negligent act, omission, or wilful misconduct in the performance of
this  Agreement;  and

(c)     breach  of  its  obligations  under  this  Agreement.

6.4     OBLIGATIONS RELATING TO INDEMNITY.  Each party's obligation to indemnify
requires  that  the  other  party  notify the indemnifying party promptly of any
claim  as  to  which  indemnification  will  be  sought  and  provide reasonable
co-operation  in  the  defense  and  settlement  thereof.

                                    SECTION 7
                             LIMITATION OF LIABILITY

7.1     LIMITATION  ON  LIABILITY.  Except  as  provided  in this Agreement with
respect  to  third  party  indemnification,  neither party will be liable to the
other  party  for any incidental, consequential, special, or punitive damages of
any  kind or nature, including, without limitation, the breach of this Agreement
or  any termination of this Agreement, whether such liability is asserted on the
basis  of  contract,  tort  (including  negligence  or  strict  liability),  or
otherwise,  even if either party has warned or been warned of the possibility of
any such loss or damage.  In any event, each party's aggregate liability for all
costs,  losses and damages of the other party will be limited, in the aggregate,
to  the  lesser  of  (i)  actual  provable  damages  suffered;  or (ii) $500 US.

                                    SECTION 8
                                   TERMINATION

8.1     TERM.  The  term  of  this Agreement will commence on the Effective Date
and  continue  until  four  months  from  the  Effective  Date.

8.2     RENEWAL.  The  Agreement  may  be  renewed by agreement of both parties.

8.3     ACTIONS  UPON  TERMINATION/EXPIRATION.  In  the  event of termination or
expiration  of  this  Agreement, without prejudice to any other rights which the
parties  may  have:

<PAGE>

(a)     all  licenses  granted  hereunder  terminate;

(b)     all  Materials  in the possession of a party provided by the other party
will  either  be (i) returned or (ii) destroyed within seven days of the date of
termination.

8.4     SURVIVAL.  In  the  event  of  any  termination  of  this Agreement, all
provisions  which  by  their  nature  extend  beyond  termination  or expiration
including  provisions  relating  to  warranties,  confidentiality,  indemnity,
limitation of liability, proprietary rights and payment obligations will survive
and  continue in effect and will enure to the benefit of and be binding upon the
parties,  their  successors  and  permitted  assigns.  The  termination  of  any
provision  of this Agreement will not excuse any prior breach of this Agreement.

                                    SECTION 9
                                  GOVERNING LAW

9.1     GOVERNING  LAW.  The  validity,  construction,  and  performance of this
Agreement  will  be  governed  by  the  laws  of British Columbia, excluding its
conflict  of  laws  rules.

                                   SECTION 10
                            MISCELLANEOUS PROVISIONS

10.1     ENTIRE AGREEMENT.  This Agreement contains the entire understanding and
agreement  of  the  parties with respect to the subject matter contained herein,
supersedes  all  prior  oral  or  written understandings and agreements relating
thereto except as expressly otherwise provided, and may not be altered, modified
or  waived  in  whole  or  in part, except in writing, signed by duly authorized
representatives  of  the  parties.

10.2     FORCE  MAJEURE.  If  the  performance  of any part of this Agreement by
either  party is prevented, hindered, delayed or otherwise made impracticable by
reason  of  any  flood,  riot,  fire,  judicial  or  governmental action, labour
disputes,  act  of  God, communication lines failures or any other causes beyond
the  reasonable control of either party, that party will be excused from such to
the  extent  that  it  is  prevented,  hindered  or  delayed  by  such  causes.

10.3     COUNTERPARTS.  This  Agreement may be executed in several counterparts,
each  of  which  will be deemed to be an original and all of which will together
constitute  one  and  the  same  instrument.

10.4     SEVERABILITY.  If any provision of this Agreement is held by a court of
competent  jurisdiction to be contrary to any law, the remaining provisions will
remain  in  full  force  and  effect  as  if  said  provision  never  existed.

10.5     WAIVER  AND  AMENDMENTS.  No  waiver, amendment, or modification of any
provision  of  this  Agreement  will  be  effective  unless consented to by both
parties  in  writing.  No  failure  or  delay  by either party in exercising any
rights,  power,  or  remedy under this Agreement will operate as a waiver of any
such  right,  power,  or  remedy.

<PAGE>

10.6     AGENCY.  The  parties  are  separate  and  independent  legal entities.
Nothing  contained  in  this  Agreement  will  be  deemed  to  constitute either
fetchOmatic  or Popnuvo  an  agent,  representative,  partner, joint venturer or
employee of the other party for any purpose.  Neither party has the authority to
bind  the  other or to incur any liability on behalf of the other, nor to direct
the employees of the  other.  No  employment  relationship  is  created  by this
Agreement.

IN  WITNESS  WHEREOF,  this  Agreement is executed as of the Effective Date set
forth  above.

FETCHOMATIC  GLOBAL  INTERNET  INC.

Per: /s/ Jeffrey Dale Welsh
Authorized  Signatory
Jeffrey Dale Welsh, President and CEO
Name/Title

POPNUVO.COM  INC.

Per: /s/ signed
Jarrod Leviton, COO
Authorized  Signatory
Name/Title