f10sba10108ex10xii_dibz.htm


    ASSET
      PURCHASE AGREEMENT

    


    AGREEMENT,
      dated as of January 5, 2007,
      which shall be effective as of December 29, 2006 among Globalnet Corporation,
      a
      Nevada corporation with offices at 2616 South Loop West, Suite 660, Houston,
      Texas 77054("Globalnet"), and Dibz International, Inc., a Delaware corporation
      with offices at 9595 Six Pines – Market Street, Building 8, Level 2, The
      Woodlands, TX 77380 (the "Dibz").

    


    RECITALS

    


    A.           
      Globalnet is the borrower of $3,000,000 worth of indebtedness held by New
      Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC, AJW Offshore,
      Ltd. and AJW Partners, LLC.

    


    B.           
      Dibz desire to acquire such debt from Globalnet in consideration for certain
      assets of Dibz.

    


    C.           
      Globalnet desires to sell the same to Dibz.

    


    NOW,
      THEREFORE, in
      consideration of the mutual representations, warranties, covenants and
      agreements herein set forth, the parties hereto hereby agree as
      follows:

    


    1.  Sale
      of
      Assets.  Subject to the terms and conditions of this Agreement,
      at the closing under this Agreement (the "Closing"), Dibz shall sell, convey,
      assign, transfer and deliver to Globalnet, and Globalnet shall purchase, acquire
      and accept from Dibz the non-exclusive right, title, and interest in and to
      a
      copy of all the iDialDirect technology set forth on Exhibit A (the
      "Assets")

    


    Both
      Globalnet and Dibz acknowledge that Dibz shall retain a copy of all the Assets
      set forth on Exhibit A.  In the event that either party shall make any
      modifications to any of the Assets after the date of this Agreement, such party
      shall retain the exclusive right to such modifications.

    


    2.  Purchase
      Consideration.  In consideration of the purchase and sale of
      the Assets, Globalnet shall convey all rights, title and interest to Three
      Million Dollars worth of indebtedness held by New Millennium Capital Partners
      II, LLC, AJW Qualified Partners, LLC, AJW Offshore, Ltd. and AJW Partners,
      LLC
      (the “Purchase
      Consideration”) to Dibz at the Closing. Furthermore, Dibz shall be
      entitled to use
      up to $50,000 worth of services per month, on a non-cumulative basis, to be
      provided by Globalnet pursuant to an operating agreement entered into
      contemporaneously with the execution of this Agreement.  A copy of
      such operating agreement is attached hereto as Exhibit C.

    


    It
      is
      expressly understood that neither party shall not assume, pay or be liable
      for
      any liability or obligation of either party of any kind or nature at any time
      existing or asserted, whether, known, unknown, fixed, contingent or otherwise,
      not specifically assumed herein by such party.

     

     

    
      
        
        

      

      
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    3.  Closing.

    


    3.1           
      Place and
      Time.  The Closing shall take place at the offices of Sichenzia
      Ross Friedman Ference LLP, 1065 Avenue of the Americas, 21st Floor, New York,
      New York 10018, at 10:00 a.m. on January 5, 2007, or at such other time or
      place
      as Purchaser and Seller may mutually agree as may be evidenced by their
      effecting the Closing (the "Closing Date").

    


    3.2           
      Deliveries by
      Globalnet.  At the Closing, Globalnet shall deliver the
      following to the Dibz:

    


    (a)           
      the Purchase Consideration in the form of a promissory note in the name of
      Dibz
      for Three Million Dollars (the “Note”).

    


    (b)           
      All other documents, certificates, instruments or writings reasonably required
      by Dibz to be delivered by Seller at or prior to the Closing pursuant to this
      Agreement.

    


    (c)           
      A waiver from New Millennium Capital Partners II, LLC, AJW Qualified Partners,
      LLC, AJW Offshore, Ltd. and AJW Partners, LLC as to the transfer of the Purchase
      Consideration to Dibz.

    


    (d)           
      Such deeds, bills of sale, assignments and other instruments of conveyance
      and
      transfer, and such powers of attorney, as shall be effective to vest in Dibz
      title to or other interest in, and the right to full custody and control of,
      the
      Purchase Consideration, free and clear of all liens, charges, encumbrances
      and
      security interests whatsoever including, but not limited to, the Letter
      Agreement annexed hereto as Exhibit
      3.2(d).

    


    3.3           
      Deliveries by
      Dibz.  At the Closing, Globalnet shall deliver the following to
      the Dibz:

    


    (a)           
      A copy of all of the Assets including without limitation all books and records
      related thereto and/or the rights to take possession thereof.

    


    (b)           
      All other documents, certificates, instruments or writings reasonably required
      by Seller to be delivered by Purchaser at or prior to the Closing pursuant
      to
      this Agreement.

    


    3.4           
      Proceedings.  All
      proceedings which shall be taken and all documents which shall be executed
      and
      delivered by the parties on the Closing Date shall be deemed to have been taken
      and executed simultaneously, and no proceeding shall be deemed taken nor any
      documents executed or delivered until all have been taken, executed and
      delivered.

    


    3.5           
      Conditions to Dibz'
      Obligations.  The obligations of Dibz to effect the Closing
      shall be subject to the satisfaction at or prior to the Closing of the following
      conditions, any one or more of which may be waived by Purchaser:

     

     

    
      
        
        

      

      
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              (a)

            	
              There
                shall not be in effect any injunction, order or decree of a court
                of
                competent jurisdiction that prohibits or delays consummation of any
                or all
                of the transactions contemplated in this Agreement nor shall any
                proceeding seeking any of the foregoing have been commenced.
                

            


    

    


    
      	
              (b)

            	
              The
                representations and warranties of Globalnet set forth in this Agreement
                shall be true and correct in all material respects as of the date
                of this
                Agreement and as of the Closing Date as though made at such time.
                

            


    

    


    
      	
              (c)

            	
              Globalnet
                shall have performed and complied in all material respects with the
                agreements contained in this Agreement required to be performed and
                complied with by it prior to or at the Closing.


            


    

    


    
      	
              (d)

            	
              Dibz
                shall have received a certificate to the effect set forth in clauses
                (b)
                and (c) above signed by Globalnet. 

            


    

    


    3.6           
      Conditions to
      Globalnet's Obligations.  The obligations of Globalnet to
      effect the Closing shall be subject to the satisfaction at or prior to the
      Closing of the following conditions, any one or more of which may be waived
      by
      Globalnet:

    


    
      	
              (a)

            	
              There
                shall not be in effect any injunction, order or decree of a court
                of
                competent jurisdiction that prohibits or delays the consummation
                of any or
                all of the transactions contemplated herein nor shall any proceeding
                seeking any of the foregoing have been commenced.
                

            


    

    


    
      	
              (b)

            	
              The
                representations and warranties of Dibz set forth in this Agreement
                shall
                be true and correct in all material respects as of the date of this
                Agreement and as of the Closing Date as though made at such time.
                

            


    

    


    
      	
              (c)

            	
              Dibz
                shall have performed and complied in all material respects with the
                agreements contained in this Agreement required to be performed and
                complied with by it prior to or at the Closing.


            


    

    


    
      	
              (d)

            	
              Globalnet
                shall have received a certificate to the effect set forth in clauses
                (b)
                and (c) above signed by the Dibz. 

            


    

    


    4.  Representations
      and
      Warranties of Globalnet.  Globalnet hereby represents and
      warrants to Dibz as follows:

    


    
      	
            	
                       4.1           
                  

            	
              No
                Conflicts.

            


    

     

    (a)           
      Globalnet has the right, power, authority and capacity to execute and deliver
      this Agreement and to perform its obligations under this Agreement.

    


    (b)           
      Neither the execution, delivery or performance of this Agreement by Globalnet
      nor the consummation by Globalnet of the transactions contemplated hereby will,
      directly or indirectly (with or without notice or lapse of time or
      both):

     

     

    
      
        
        

      

      
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    (i)           
      contravene, conflict with or result in a violation or breach of (A) any legal
      requirement or any governmental order to which Globalnet or any of the
      properties or assets owned or used by Globalnet may be subject, or (B) any
      authorization, license or permit of any governmental authority, including any
      private investigatory license or other similar license, which is held by
      Globalnet or that otherwise relates to the business of, or any of the assets
      owned or used by Globalnet;

     

    (ii)           
      result in a violation or breach of or constitute a default, give rise to a
      right
      of termination, cancellation or acceleration, create any entitlement to any
      payment or benefit or require the consent or approval of or any notice to or
      filing with any third party under any contract to which Globalnet is a party
      or
      to which his or his properties or assets may be bound, or require the consent
      or
      approval of or any notice to or filing with any governmental authority to which
      the Globalnet or his properties or assets may be subject; or

     

    (iii)           
      result in the imposition or creation of any encumbrance upon or with respect
      to
      any of the properties or assets owned or used by Globalnet.

     

    4.2           
      No Undisclosed
      Liabilities.  Globalnet has no material liabilities or
      obligations of any nature (whether absolute, accrued, contingent, or otherwise)
      with respect to the Purchase Consideration except for liabilities or obligations
      which have previously been disclosed to Dibz and current liabilities incurred
      in
      the ordinary course of business, which current liabilities are consistent with
      the representations and warranties contained in this Agreement and will not,
      individually or in the aggregate, have a material adverse change in the
      business, operations, properties, prospects, liabilities, results of operations,
      assets or condition (financial or otherwise) of Globalnet.

    


    4.3           
      Taxes.  Globalnet
      has properly and timely filed all federal, state and local Tax returns and
      has
      paid all Taxes, assessments and penalties due and payable. All such Tax returns
      were complete and correct in all respects as filed, and no claims have been
      assessed with respect to such returns. There are no present, pending, or
      threatened audit, investigations, assessments or disputes as to Taxes of any
      nature payable by the Seller, nor any Tax liens whether existing or inchoate
      on
      any of the assets of the Seller, except for current year Taxes not presently
      due
      and payable. The federal income Tax returns of the Seller have never been
      audited. No IRS or foreign, state, county or local Tax audit is currently in
      progress. The Globalnet has not waived the expiration of the statute of
      limitations with respect to any Taxes. There are no outstanding requests by
      the
      Globalnet for any extension of time within which to file any Tax return or
      to
      pay Taxes shown to be due on any Tax return. Other than with respect to
      Globalnet, Globalnet is not liable for Taxes of any other person or entity
      or is
      currently under any contractual obligation to indemnify any person or entity
      with respect to Taxes or is a party to any Tax sharing agreement or any other
      agreement providing for payments by the Seller with respect to
      Taxes.

     

     

    
      
        
        

      

      
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    For
      purposes of this Agreement, the
      term “Tax” shall mean any United States federal, national, state, provincial,
      local or other jurisdictional income, gross receipts, property, sales, use,
      license, excise, franchise, employment, payroll, estimated, alternative or
      add-on minimum, ad valorem, transfer or excise tax, or any other tax, custom,
      duty, governmental fee or other like assessment or charge imposed by any
      governmental authority, together with any interest or penalty imposed
      thereon.

    


    


    4.4           
      Compliance with
      Law;
      Governmental Authorizations.  To the best of Globalnet’s
      knowledge, Globalnet is in compliance with all federal, state and local laws,
      authorizations, licenses and permits of any governmental authority and all
      governmental orders affecting the properties and assets of Globalnet, including
      federal, state and local: (i) Occupational Safety and Health Laws; (ii) private
      investigatory and other similar laws; (iii) the Fair Credit Reporting Act and
      similar state and local laws; and (iv) laws regarding or relating to trespass
      or
      violation of privacy rights.  Globalnet has not been charged with
      violating, nor to the knowledge of Globalnet, threatened with a charge of
      violating, nor, to the knowledge of Globalnet, is Globalnet under investigation
      with respect to a possible violation of any provision of any federal, state
      or
      local law relating to any of, properties or assets.

    


    4.5           
      Effect of
      Agreement.  This Agreement has been duly executed and delivered
      by Globalnet and constitutes, and such other agreements and instruments to
      be
      executed by Globalnet pursuant hereto, when so duly executed and delivered,
      will
      constitute, legal, valid and binding obligations of Globalnet, enforceable
      in
      accordance with their respective terms, except as such enforcement may be
      limited by bankruptcy, insolvency, reorganization, receivership, moratorium
      or
      other similar laws relating to or affecting the rights of creditors generally
      and by general equity principles (regardless of whether such enforcement is
      considered in a proceeding in equity or at law).

    


    4.6           
      Broker's
      Fees.  Globalnet has not employed any broker or finder or
      incurred any liability for any broker's or finder's fees or commissions in
      connection with this Agreement or the transactions contemplated
      herein.

    


    4.7           
      Title to Purchase
      Consideration.  After giving effect to the transactions
      contemplated by this Agreement, Dibz will have good and valid title to the
      Purchase Consideration, free and clear of all, liens, encumbrances,
      restrictions, security interests, mortgages, and claims (including any related
      to duty or customs), except with respect to any of the foregoing which may
      be
      incurred by Dibz.

    


    4.7           
      Disclosure.  No
      representation or warranty by Globalnet in this Agreement, nor in any
      certificate, schedule or exhibit delivered or to be delivered pursuant to this
      Agreement contains or will contain any untrue statement of material fact, or
      omits or will omit to state a material fact necessary to make the statements
      herein or therein, in light of the circumstances under which they were made,
      not
      misleading.

    


    4.8           
      Legal
      Proceedings.  There is no pending claim, action, investigation,
      arbitration, litigation, suit or other proceeding (“Proceeding”):

     

     

    
      
        
        

      

      
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    (a)  that
      has been commenced
      by or against the Globalnet or that otherwise relates to or may affect the
      business of, or any of the properties or assets owned, held or used by, the
      Globalnet; or

    


    (b)  that
      challenges, or
      that may have the effect of preventing, delaying, making illegal, or otherwise
      interfering with, any of the transactions contemplated hereby.

    


    To
      the knowledge of the Globalnet, (A)
      no such Proceeding has been threatened, and (B) no event has occurred or
      circumstance exists that may give rise to or serve as a basis for the
      commencement of any such Proceeding.

    


    5.  Representations
      and
      Warranties of Dibz.  Dibz hereby represents and warrants to
      Globalnet as follows:

    


    5.1           
      Effect of
      Agreement.  This Agreement has been duly executed and delivered
      by Dibz and constitutes, and each other agreement, document or instrument to
      be
      executed by Dibz pursuant hereto, when so duly executed and delivered, will
      constitute, legal, valid and binding obligations of Dibz, enforceable against
      Dibz in accordance with their terms, except as such enforcement may be limited
      by bankruptcy, insolvency, reorganization, receivership, moratorium or other
      similar laws relating to or affecting the rights of creditors generally and
      by
      general equity principles (regardless of whether such enforcement is considered
      in a proceeding in equity or at law).

    


    5.2           
      Knowledge.  Dibz
      have not relied on any representations or warranties of any Globalnet or any
      agent of any Globalnet, whether implied or otherwise, other than those expressly
      made by Globalnet in this Agreement, in making its determination to enter into
      and consummate this Agreement.

    


    5.3           
      Broker's
      Fees.  Dibz have not employed any broker or finder or incurred
      any liability for any broker's or finder's fees or commissions in connection
      with this Agreement or the transactions contemplated herein.

    


    6.           
      Pre-Closing Covenants.

    


    6.1           
      Compliance with
      Conditions.  The parties hereto shall use their best efforts to
      cause the Closing to be consummated and to cause the execution and delivery
      of
      the documents referred to in Section 3 hereof and to bring about the
      satisfaction of the conditions to the obligations of the parties hereto set
      forth in Section 3, herein.

    


    6.2           
      Update of
      Exhibits.  From and after the date hereof and up to the Closing
      Date, the parties hereto shall update the exhibits to this Agreement to the
      extent necessary to make such exhibits true and accurate as of the Closing
      Date
      and shall deliver copies of such updated exhibits to Globalnet or Dibz, as
      the
      case may be, immediately upon their preparation.

     

     

    
      
        
        

      

      
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    6.3           
      Consents.  From
      and after the date hereof, the parties hereto shall use their best efforts
      to
      obtain all of the certificates, authorizations, consents or approvals required
      as set forth in Section 3 hereof.  Evidence of such certificates,
      authorizations, consents or approvals shall be delivered to Globalnet or Dibz,
      as the case may be, on or prior to the Closing.

    


    6.4           
      Business
      Practices.  From and after the date hereof and up to the
      Closing Date, Globalnet shall continue to run the business of Globalnet in
      a
      manner consistent with past business practices including the satisfaction of
      all
      of its then current obligations.

    


    7.           
      Indemnifications by Seller and Purchaser.

    


    7.1           
      Indemnification
      by
      Globalnet.  Globalnet shall indemnify and hold harmless Dibz
      and shall reimburse Dibz for any loss, liability, claim, damage, expense
      (including, without limitation, costs of investigation and defense and
      reasonable attorney's fees) or diminution of value (collectively, "Damages")
      arising from or in connection with:

    


    (a)           
      any inaccuracy in any of the representations and warranties of Globalnet in this
      Agreement or in any certificate delivered by Globalnet pursuant
      to
      this Agreement, or any actions, omissions or state of facts inconsistent with
      any such representation or warranty (for purposes of this clause (a), each
      schedule and exhibit to this Agreement shall be deemed a representation and
      warranty);

    


    (b)           
      any failure by Globalnet to perform
      or comply with any agreement made by it under this Agreement;

    


    (c)           
      any operations or business conducted, commitment made, service rendered or
      condition existing or any action taken or omitted by or on behalf of Globalnet, except
      for
      any claims for which Dibz is required to indemnify Globalnet pursuant
      to
      Section 7.2 herein;

    


    (d)           
      any claim by any person for brokerage or finder's fees or commissions or similar
      payments based upon any agreement or understanding alleged to have been made
      by
      any such person with Globalnet (or any
      person acting on its behalf) in connection with any of the transactions
      contemplated herein; and

    


    (e)           
      Globalnet’s
      failure to comply with the "Bulk Sales Laws" under the Uniform Commercial
      Code;

    


    provided,
however,
      that (i)
Globalnet shall
      have no obligation to indemnify Dibz for Damages until the aggregate Damages
      exceed $20,000 and, in such event, for the full amount of such Damages, (ii)
      Globalnet's
      aggregate liability for Damages shall in no event exceed the Purchase
      Consideration, and (iii) Globalnet shall have
      no obligation to indemnify Dibz for any claims made by Dibz under this Section
      7.1 after twenty four (24) months after the Closing Date.

    


    7.2           
      Indemnification
      by
      Purchaser.  Dibz shall indemnify and hold harmless Globalnet,
      and shall
      reimburse Globalnet
for any Damages
      arising from or in connection with:

     

     

    
      
        
        

      

      
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    (a)           
      any inaccuracy in any of the representations and warranties of Dibz in this
      Agreement or in any certificate delivered by Dibz pursuant to this Agreement,
      or
      any actions, omissions or state of facts inconsistent with any such
      representation or warranty (for purposes of this clause (a), each schedule
      and
      exhibit to this Agreement shall be deemed a representation and
      warranty);

    


    (b)           
      any failure by Dibz to perform or comply with any agreement made by it under
      this Agreement;

    


    (c)           
      any claim by any person for brokerage or finder's fees or commissions or similar
      payments based upon any agreement or understanding alleged to have been made
      by
      such person with Dibz (or any person acting on its behalf, regardless of whether
      such person purported to act on behalf of Globalnet) in
      connection with any of the transactions contemplated in this Agreement;
      and

    


    (d)           
      obligations with respect to any product liability associated with the Equipment
      for the period after the Closing Date;

    


    provided,
however,
      that (i)
      Dibz shall have no obligation to indemnify Globalnetfor Damages
      until the aggregate Damages exceed $20,000 and, in such event, for the full
      amount of such Damages, (ii) Dibz’s aggregate liability for Damages shall in no
      event exceed the Purchase consideration, and (iii) Dibz shall have no obligation
      to indemnify Globalnetfor any
      claims made by any Globalnet under this
      Section 7.2 after twenty four (24) months after the Closing Date.

    


    7.3           
      Procedure for
      Indemnification.  Promptly after receipt by an indemnified
      party under Section 7.1 or 7.2 hereof of notice of the commencement of any
      action or assertion of any claim, such indemnified party shall, if a claim
      in
      respect thereof is to be made against an indemnifying party under such Section,
      give notice to the indemnifying party of the commencement or assertion thereof,
      but the failure so to notify the indemnifying party shall not relieve it of
      any
      liability that it may have to any indemnified party except to the extent the
      indemnifying party demonstrates that the defense of such action is materially
      prejudiced thereby.  If any such action shall be brought against an
      indemnified party and it shall give notice to the indemnifying party of the
      commencement thereof, the indemnifying party shall be entitled to participate
      therein and, to the extent that it shall wish, to assume the defense thereof
      with counsel satisfactory to such indemnified party and, after notice from
      the
      indemnifying party to such indemnified party of its election so to assume the
      defense thereof, the indemnifying party shall not be liable to such indemnified
      party under such Section for any fees of other counsel or any other expenses,
      in
      each case subsequently incurred by such indemnified party in connection with
      the
      defense thereof, other than reasonable costs of investigation.  If an
      indemnifying party assumes the defense of such an action:

     

     

    
      
        
        

      

      
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    (a)           
      no compromise or settlement thereof may be effected by the indemnifying party
      without the indemnified party's consent which shall not be unreasonably withheld
      unless (i) there is no finding or admission of any violation of law or any
      violation of the rights of any person and no effect on any other claims that
      may
      be made against the indemnified party and (ii) the sole relief provided is
      monetary damages that are paid in full by the indemnifying party;
      and

    


    (b)           
      the indemnifying party shall have no liability with respect to any compromise
      or
      settlement thereof effected without its consent. If notice is given to an
      indemnifying party of the commencement of any action and it does not, within
      ten
      (10) business days after the indemnified party's notice is given, give notice
      to
      the indemnified party of its election to assume the defense thereof, the
      indemnifying party shall be bound by any determination made in such action
      or
      any compromise or settlement thereof effected by the indemnified party.
      Notwithstanding the foregoing, if an indemnified party determines in good faith
      that there is a reasonable probability that an action may materially and
      adversely affect it or its affiliates other than as a result of monetary
      damages, such indemnified party may, by notice to the indemnifying party, assume
      the exclusive right to defend, compromise or settle such action at its cost
      or
      expense, but the indemnifying party shall not be bound by any determination
      of
      an action so defended or any compromise or settlement thereof effected without
      its consent (which shall not be unreasonably withheld).

    


    8.           
      Miscellaneous.

    


    8.1           
      Bulk Sales
      Laws:  The parties hereto hereby agree to waive compliance with
      "Bulk Sales Laws" under the Uniform Commercial Code and the related notice
      provisions thereof.

    


    8.2           
      Survival.  All
      representations, warranties and agreements contained in this Agreement or in
      any
      certificate delivered pursuant to this Agreement shall survive eighteen (18)
      months after Closing.

    


    8.3           
      Waivers and
      Amendments.

    


    (a)           
      This Agreement may be amended, modified or supplemented only by a written
      instrument executed by the parties hereto. The provisions of this Agreement
      may
      be waived only by an instrument in writing executed by the party granting the
      waiver. No action taken pursuant to this Agreement, including without
      limitation, any investigation by or on behalf of any party, shall be deemed
      to
      constitute a waiver by the party taking such action of compliance with any
      representation, warranty, covenant or agreement contained herein. The waiver
      by
      any party hereto of a breach of any provision of this Agreement shall not
      operate or be construed as a further or continuing waiver of such breach or
      as a
      waiver of any other or subsequent breach.

    


    (b)           
      No failure on the part of any party to exercise, and no delay in exercising
      any
      right, power or remedy hereunder shall operate as a waiver thereof, nor shall
      any single or partial exercise of such right, power or remedy by such party
      preclude any other or further exercise thereof or the exercise of any other
      right, power or remedy. All remedies hereunder are cumulative and are not
      exclusive of any other remedies provided by law.

     

     

    
      
        
        

      

      
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    8.4           
      Fees and
      Expenses.  Each party shall be responsible for its respective
      fees and expenses incurred in connection with this transaction.

    


    8.5           
      Notices.  All
      notices, requests, demands and other communications that are required or may
      be
      given under this Agreement shall be in writing and shall be deemed to have
      been
      duly given or made:  if by hand, immediately upon delivery; if by
      telex, telecopier, telegram or similar electronic device, immediately upon
      sending, provided it is sent on a business day, but if not, then immediately
      upon the beginning of the first business day after being sent; if by Federal
      Express, Express Mail or any other overnight delivery service, on the first
      business day after dispatch; if by registered or certified mail, return receipt
      requested, upon receipt by the addressee.  All notices, requests and
      demands are to be given or made to the parties at the following addresses (or
      to
      such other address as either party may designate by notice in accordance with
      the provisions of this paragraph):

    


    If
      to
      Seller:                          Globalnet
      Corporation

    2616
      South Loop West, Suite
      660,

    Houston,
      Texas 77054

    Telephone:
      (832) 778-9591

    Fascimile:

    


    


    


    If
      to
      Purchaser:                   Dibz
      International, Inc.,

                   
      9595 Six Pines – Market Street, Building 8, Level 2,

                   
      The Woodlands, TX 77380

    Telephone:  832-631-6103

    Facsimile:
      832-631-6001

    Attn:
      Mark Wood

    


    With
      a
      copy to:                    
Sichenzia Ross
      Friedman Ference LLP

    1065
      Avenue of the Americas, 21st
      Floor

    New
      York, New York 10018

    Attn:  Gregory
      Sichenzia,
      Esq.

    Telephone:
      (212) 930-9700

    Facsimile:
      (212) 930-9725

    


    8.6           
      Entire
      Agreement.  This Agreement and the schedules and exhibits
      hereto set forth the entire agreement and understanding between the parties
      hereto with respect to the subject matter hereof and supersede any prior
      negotiations, agreements, letters of intent, understandings or arrangements
      between the parties hereto with respect to the subject matter
      hereof.

    


    8.7           
      Binding Effect,
      Benefits, Construction.  This Agreement shall inure to the
      benefit of and be binding upon the parties hereto and their respective
      successors.  Nothing in this Agreement, expressed or implied, is
      intended to confer on any person other than the parties hereto, or their
      respective successors, any rights, remedies, obligations or liabilities under
      or
      by reason of this Agreement.

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    
 

    8.8           
      Non-Assignability.  This
      Agreement and any rights pursuant hereto shall not be assignable by any party
      hereto without the prior written consent of the other party.

    


    8.9           
      Arbitration.The
      parties hereto shall attempt to
      resolve any dispute, controversy, difference or claim arising out of or relating
      to this Agreement by negotiation in good faith.  If such good
      negotiation fails to resolve such dispute, controversy, difference or claim
      within fifteen (15) days after any party delivers to any other party a notice
      of
      its intent to submit such matter to arbitration, then any party to such dispute,
      controversy, difference or claim may submit such matter to arbitration with
      the
      American Arbitration Association in the City of New York, New
      York.

    


    8.10           
      Applicable Law,
      Venue,
      Jurisdiction.  All questions concerning the construction,
      validity, enforcement and interpretation of the Agreement shall be governed
      by
      and construed and enforced in accordance with the internal laws of the State
      of
      New York, without regard to the principles of conflicts of law
      thereof.  Each party agrees that all legal proceedings concerning the
      interpretations, enforcement and defense of the transactions contemplated by
      this Agreement (whether brought against a party hereto or its respective
      affiliates, directors, officers, shareholders, employees or agents) shall be
      commenced exclusively in the state and federal courts sitting in the City of
      New
      York.  Each party hereby irrevocably submits to the exclusive
      jurisdiction of the state and federal courts sitting in the City of New York,
      borough of Manhattan for the adjudication of any dispute hereunder or in
      connection herewith or with any transaction contemplated hereby or discussed
      herein, and hereby irrevocably waives, and agrees not to assert in any suit,
      action or proceeding, any claim that it is not personally subject to the
      jurisdiction of any such court, that such suit, action or proceeding is improper
      or inconvenient venue for such proceeding.  Each party hereby
      irrevocably waives personal service of process and consents to process being
      served in any such suit, action or proceeding by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for notices to it under this Agreement
      and agrees that such service shall constitute good and sufficient service of
      process and notice thereof.  Nothing contained herein shall be deemed
      to limit in any way any right to serve process in any manner permitted by
      law.  The parties hereby waive all rights to a trial by
      jury.  If either party shall commence an action or proceeding to
      enforce any provisions of the Agreement, then the prevailing party in such
      action or proceeding shall be reimbursed by the other party for its attorneys’
fees and other costs and expenses incurred with the investigation, preparation
      and prosecution of such action or proceeding

    


    8.11           
      Section and Other
      Headings.  The section and other headings contained in this
      Agreement are for reference purposes only and shall not affect the meaning
      or
      interpretation of this Agreement.

    


    8.12           
      Counterparts.  This
      Agreement may be executed in any number of counterparts, each of which shall
      be
      deemed an original, but all of which together shall constitute one and the
      same
      instrument.

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    
 

    IN
      WITNESS WHEREOF, Globalnet
      and Dibz have caused this Agreement to be signed by their duly authorized
      respective officers all as of the date first written above.

    


    Globalnet
      Corporation, a Nevada
      corporation


    By:                                                                
      

                   
      Name:

    Title:
      President

    
 

    Dibz
      International, Inc., a Delaware
      Corporation


    


    By:                                                                
      

                  
       Name: Mark Wood

    Title:
      Chief Executive
      Officer

    


    


    


    


    


    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    


    


    


    


    


    Exhibit
      A

    


    Assets

    


    All
      assets of  IdialDirect, a wholly owned subsidiary of the
      Company

     

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

     

    Exhibit
      B

    


    BILL
      OF SALE

    


    WHEREAS,
      Globalnet Corporation, a
      Nevada corporation ("Seller"), and Dibz International, Inc., a Delaware
      corporation (the "Purchaser"), have entered into an Asset Purchase Agreement,
      dated as of January 5,, 2007, which shall be effective December 29, 2006 (the
      "Agreement"), pursuant to which Seller has agreed to sell to Purchaser, and
      Purchaser have agreed to purchase from Seller the "Assets" (as defined in the
      Agreement);

    


    NOW,
      THEREFORE, Seller, for good and
      valuable consideration paid to it, and pursuant to the provisions of the
      Agreement, which are hereby incorporated by reference herein, have granted,
      bargained, sold, conveyed, assigned, released, transferred and delivered, and
      by
      these presents do grant, bargain, sell, convey, assign, release, transfer and
      deliver unto Purchaser, its successors and assigns, to have and hold the same
      forever, the Assets.

    


    Seller,
      for itself and its successors
      and assigns, does hereby convey to Purchaser good and marketable title to the
      Assets free and clear of all liens, liabilities, claims and encumbrances, except
      as provided in the Agreement or as may have been created by Purchaser, and
      do
      for its successors and assigns covenant and agree to warrant and defend the
      sale
      of the Assets to Purchaser, its successors and assigns, against all and every
      person.

    


    No
      other warranty or representation,
      except as expressly made by Seller in the Agreement or in this Bill of Sale,
      is
      made by Seller, nor shall any be implied.

    


    IN
      WITNESS WHEREOF, Seller has caused
      this instrument to be executed by its duly authorized officers this 5thday
      of
      January, 2007, to become effective on December 29, 2006.

    


    


    GLOBALNET
      CORPORATION

    A
      Nevada Corporation

    


    By:                                                                
      

    Name:

    Title:

    


    


    


    


    DIBZ
      INTERNATIONAL, INC.

    A
      Delaware Corporation

    


    By:                                                                
      

    Name:

    Title:

    


    


    14