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SOFTWARE LICENSE AND SERVICE AGREEMENT

Dated this 10th day of September 2008

BETWEEN:

CLEO NETWORKS CORPORATION LTD.,
a British Columbia corporation, having a principal place of business at 703
- 938 Howe Street, Vancouver, British Columbia, V6Z 1N9

AND:

CLEO NETWORKS Sp. Z o.o.,a
Polish corporation, having a principal place of business at Ul. Generala
Bema 25/1, Krakow, Poland

(collectively referred as the
"Licensor")

AND:

GLOBETECH VENTURES CORP., a
British Columbia corporation, having a principal place of business at Suite
1128, 789 West Pender Street, Vancouver, British Columbia, V6C 1H2

("Licensee")

AND:

LA CALETA HOLDINGS INC., a
corporation, having a principal place of business c/o RFW & partner AG,
Basteiplatz 7, Zurich Switzerland

("Investor")

WHEREAS:

A. The Licensor is the owner of the Ibabel Software, as defined
below;

B. The Licensor has agreed to grant an exclusive license of the
Ibabel Software to the Licensee on the terms and conditions hereinafter set
forth;

C. The Licensor has also agreed to build a dating web site for
the Licensee;

D. The Licensor is desirous of paying the Investor pursuant to
funds and services provided to the Licensor in the past two years;

E. The Licensee is desirous of having a modern and cost
effective website dating site.

NOW THEREFORE THIS AGREEMENT WITNESSES that in
consideration of the sum of $10.00 now paid by the Licensor to the Licensee (the
receipt and sufficiency of which is hereby acknowledged), the parties agree as
follows:

1.         
 DEFINITIONS

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|1.1 | Defined Terms. In addition to other capitalized
      terms defined throughout this Agreement, the following terms shall have
      the meanings provided below:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                 
|    | (a)                                                                                                                                                             
|    |                                                                                                                                                                 
|    | (b)                                                                                                                                                             
|    |                                                                                                                                                                 
|    | (c)                                                                                                                                                             
|    |                                                                                                                                                                 
|    | (d)                                                                                                                                                             
|    |                                                                                                                                                                 
|    | (e)                                                                                                                                                             
|    |                                                                                                                                                                 
|    | (f)                                                                                                                                                             
|    |                                                                                                                                                                 
|    | (g)                                                                                                                                                             
|    |                                                                                                                                                                 
|    | (h)                                                                                                                                                             
|    |                                                                                                                                                                 
|    | (i)                                                                                                                                                             
|    |                                                                                                                                                                 
|    | (j)                                                                                                                                                             

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|    | (k)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | "Services"shall mean the building of the Web
      Site, the details of which are particularly described herein.                                                                                
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|    | (l)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | "Web Site"shall mean the dating web site to be
      built by the Licensor and provided by the Licensee on the World Wide
      Web.                                                            
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|2.  | GRANT OF RIGHTS LICENSE                                                                                                                                                                                                                                                                                                                                                                                                                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|2.1 | Grant of License.Subject to the terms and
      conditions set forth in this Agreement, Licensor grants to Licensee, and
      Licensee accepts from Licensor, a limited, non- exclusive,
      non-transferable, license to:                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | use the Ibabel Software, hosted by Licensor, for all
      legal uses contemplated by this Agreement;                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | permit Licensee and its clients and end users to access
      the Ibabel Software through the Web Site and use the Ibabel Software, for
      all legal uses contemplated by this Agreement; and
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | permit Licensee personnel to access the Ibabel Software
      in connection with creating and testing modifications to the Ibabel
      Software prior to introducing it to the Web Site.       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|2.2 | Restrictions on License.The license is limited as
      follows:                                                                                                                                                                                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | except as permitted hereunder, Licensee shall not copy or
      reproduce the Ibabel Software nor distribute all or any portion of the
      Ibabel Software to any person or entity;           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Licensee shall not reverse engineer, decompile, or
      otherwise attempt to determine the source code or algorithms of the Ibabel
      Software; and                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Licensee shall not modify the Ibabel Software source
      code.                                                                                                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|2.3 | Trademarks.Licensor hereby grants Licensee the
      non-exclusive right to display and use Licensor's Trademarks. Licensee
      shall assure that the use of Licensor's Trademarks is per Licensor's
      express specifications. Licensee agrees that Licensor's Trademarks shall
      remain the sole property of Licensor and that Licensee will obtain no
      proprietary interest by virtue of this Agreement in any of Licensor's
      Trademarks.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|2.4 | Transfer of Agreement.This Agreement may not be
      transferred without approval by Licensor and Licensee. Approval will not
      be unreasonably withheld.                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                                 
|2.5 | Ownership of Content.The data in the database
      containing all content including users, messages, and other data, is the
      property of Licensee. A copy of the database or an
ASCII                                                                                                                                                                                                                                                                    

3

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|    | formatted file containing all the database information
      will be made available to Licensee upon request.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.  | DELIVERY OF SOFTWARE AND SERVICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.1 | Delivery of the Ibabel Software.Licensor shall
      deliver to Licensee the Ibabel Software by means of installing it on a
      Server operated by Licensor and providing administrative access to
      Licensee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.2 | Delivery of Ibabel Software Upgrades.From time to
      time, Licensor may in its sole discretion design or develop Ibabel
      Software Upgrades. Licensor shall deliver to Licensee such Ibabel Software
      Upgrades by means of installing them on the Server operated by Licensor.
      Licensor will provide Ibabel Software Upgrades to Licensee during the term
      of this Agreement at no additional charge. Licensor reserves the right to
      modify the database design and structure with any subsequent software
      release. In the event of such modification, Licensor shall ensure that new
      versions provide Licensee with full access to all database content created
      under previous releases. Licensor will provide to Licensee with each
      Ibabel Software Upgrade updates to the Licensee Documentation and the
      Ibabel Software Documentation incorporating the changes effected by such
      upgrade.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.3 | Technical Support and Services. The Licensor shall
      build the basic components ("Basic Services") of the Web Site as set out
      in Schedule A and provide the technical support services during the term
      of this Agreement. The Licensor may also build the additional components
      ("Additional Services") of the Web Site as set out in Schedule
A.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3.4 | Logo.The Licensee agrees that the Licensor's logo
      accompanied by the phrase "Powered by Ibabel " that is linked to the
      Licensor's home page.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

4.          
  CONSIDERATION

4.1 ****The Licensee agrees to pay to the Licensor an initial fee of $125,000
in consideration of the License, Basic System and the Services (together, the
Fee).

4.2 ****The Licensee agrees to pay to the Licensor a maintenance fee for the
Basic Services of $6,000 per month for the term of this Agreement.

4.3****
For each Additional Service provided, the Licensee will pay the Licensor
additional amounts of cost plus 20% for any additional services as shown on
Schedule A for each Additional Service. Royalties may apply on some online
subscription services as selected by the Licensee.

4.4 ****The amounts payable to the Licensor under this Agreement do not include
taxes, and the Licensee will be responsible for, all applicable goods and
services tax, provincial sales tax, duties or other similar taxes on the
Fee.

4.5****
During the term of this Agreement, the Licensee may request that the Licensor
perform additional work or provide additional services or that Licensee retain
third parties to perform

4

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additional work or provide additional services not included in
the Services. The Licensee agrees to pay the Licensor for additional work or
services as follows:

| | (a) | for any other work and services provided by the Licensor,
      on a time and materials basis, using the Licensor's current hourly or
      daily rates; and
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                             
| | (b) | for work and services provided by a third party, by
      reimbursing the Licensor for the full amount paid to the third
    party.                         

4.6 ****The Licensee agrees to issue common shares in its capital stock to the
Investor or its nominees at the rate of $0.10 per share for a total of six
million shares for a total consideration of $600,000.

4.7 ****the Licensee agrees to pay for all Hosting services required. The
Licensor has registered on behalf of the Licensee the following websites:

Thegreatdatingsite.com,
Worldsbestdatingsite.net , Matingcall.com

Other names will be sought where the
Licensee agrees to pay for the cost thereof.

|5.  | PAYMENT TERMS                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.1 | Payment of Fees.In consideration of the services
      to be provided, on the first day of each month Licensee shall pay Licensor
      the license and service fees in force from time to time. These fees will
      not be increased during the first twelve months of service. Thereafter,
      Licensor must give thirty days advance notice prior to changing the fee
      structure or amounts. Fees paid by NSF cheques will be subject to a $25
      penalty charge.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|5.2 | Late Payment.If the Licensee fails to make this
      payment to the Licensor within thirty (30) days of it being due, the
      Licensor may in its absolute discretion:                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | (e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|    | The Licensee acknowledges that any such action by the
      Licensor may cause significant hardship to the Licensee but that it is
      reasonable and necessary for the Licensor to be
able                                                                                                                                                                                                                                                                                   

5

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|    | to effectively conduct its business, therefore the
      Licensee waives all causes of action and remedies, including injunctive
      remedies, which might otherwise be applicable in response to any such
      action proposed or undertaken by the Licensor.                                                                                                                                                                                                                                                                                                                                                                                                                         
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.  | TERM AND TERMINATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.1 | Term.The initial term of this Agreement shall
      commence on the date of this Agreement or as mutually agreed to by the
      parties and documented in a written document incorporating this Agreement
      (the "Effective Date") and shall continue for a period of one (1) year
      thereafter. Upon expiration of the initial term, the Agreement shall
      automatically renew for subsequent one year periods unless terminated by
      either party. In order to terminate the Agreement during a subsequent
      period, the terminating party must give written notice to the other party
      at least fourteen (14) days prior to expiration of the renewal
  date.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.2 | Termination for Cause.In the event of a material
      breach of this Agreement by either party, the non-breaching party may
      terminate this Agreement by sending the breaching party written notice of
      the nature of such breach and by providing the breaching party an
      opportunity to cure such breach within fourteen (14) days. Non-payment
      shall be considered a material breach.If the material breach is not
      cured within fourteen (14) days of written notification, this Agreement
      will be automatically terminated.                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.3 | Effect of Termination.Upon termination of this
      Agreement, all of the licenses granted to Licensee shall immediately
      terminate. Each party shall return to the other party any and all
      information received from the other party pursuant to this Agreement that
      has been marked "Confidential."                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|6.4 | Effect of Breach.No breach by Licensee shall
      relieve it of its obligation to pay the fees in accordance with Section
      4.1 hereof. The remedies set forth in this Agreement are cumulative and
      not exclusive. Each party shall be entitled to pursue, in connection with
      any breach, such remedies as are provided by law or equity in connection
      with such breach.                                                                                                                                                                                                                                                                                           
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7.  | NOTICES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|7.1 | Notices.Any notice or other communication to be
      given hereunder shall be in writing and shall be: (i) personally
      delivered; (ii) transmitted by postage prepaid registered or certified
      airmail, return receipt requested; (iii) deposited prepaid with a
      nationally recognized overnight courier service; or (iv) by facsimile or
      e-mail, the receipt of which is confirmed in writing. Unless otherwise
      provided herein, all notices shall be deemed to have been duly given
      on:                                                                                                                                                              
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

6

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Either party may change its address for
purposes hereof on not less than three (3) days prior notice to the other
party.

8.             
LIMITED WARRANTY

Licensor warrants that the Software will substantially achieve
the functionality described in the Documentation provided with the Ibabel
Software. Licensor does not warrant, however, that Licensee's use of the
Software will be uninterrupted or that the operation of the Software will be
error-free or secure. In addition, the security mechanism implemented by the
Software has inherent limitations and Licensee is solely responsible for
determining that the software sufficiently meets Licensee's security and
operational needs. Licensor's sole liability for any breach of this warranty
shall be to refund up to one month's hosting fees (if paid by Licensee). Only if
Licensee informs Licensor of Licensee's problem with the Software during the
term of the hosting service will Licensor be obligated to honor this warranty.
THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY LICENSOR.
LICENSOR MAKES NO OTHER EXPRESS OR IMPLIED WARRANTY AND EXPRESSLY DISCLAIMS ALL
WARRANTIES OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. NO
LICENSOR DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED TO MAKE ANY MODIFICATIONS,
EXTENSIONS, OR ADDITIONS TO THIS WARRANTY.

|9.  | PROPRIETARY INFORMATION                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.1 | Protection of Proprietary Information.Each party
      will refrain from using the other party's Proprietary Information except
      as contemplated herein, and from disclosing such Proprietary Information
      to any third party except to employees and contractors who participate
      directly in the performance of the receiving party's obligations
      hereunder. Each party shall protect and safeguard the Proprietary
      Information of the other party using at least the same degree of care such
      party uses to protect its own confidential information of like
      importance.                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|9.2 | Proprietary Information Defined.For purposes of
      this Agreement, Proprietary Information (or "Confidential Information")
      includes any information and data which is, or should be reasonably
      understood to be, confidential or proprietary to the disclosing party,
      which may include, without limitation, proprietary technical, financial,
      personnel, marketing, pricing, sales and/or commercial information with
      respect to the products and services of the parties, as well as ideas,
      concepts, designs, computer programs (including source code and object
      code) and inventions and all record bearing media containing or disclosing
      such Proprietary Information which are disclosed pursuant to this
      Agreement. Proprietary Information does not include information:
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

7

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| | (b) | disclosed in published materials through no violation of
      this Agreement;                               
| | --- | -------------------------------------------------------------------------------------------------------------
| |     |                                                                                                              
| | (c) | generally known to the public without restriction through
      no fault of the receiving party;             
| |     |                                                                                                              
| | (d) | obtained without restriction from any third party
      rightfully empowered to disclose such information; or
| |     |                                                                                                              
| | (e) | information required to be disclosed by
  law.                                                               

|10.  | INDEMNIFICATION AND LIABILITY PROVISIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.1 | Indemnification. Licensee agrees to defend,
      indemnify and hold Licensor harmless from and against any and all claims,
      losses, liabilities and expenses (including lawyers' fees) related to or
      arising out of the services provided by Licensor to Licensee under this
      Agreement, including without limitation claims made by third parties
      (including clients of Licensee) related to any false advertising claims,
      liability claims for products or services sold by Licensee, claims for
      patent, copyright or trade mark infringement, claims due to disruption or
      malfunction of services provided hereunder, or for any content submitted
      by the Licensee for publication by Licensor. In the event use of the
      Software becomes, or in Licensor's reasonable opinion is likely to become,
      the subject of a claim of infringement of a patent, copyright or other
      proprietary right, it is Licensor's option to remedy the situation by (i)
      procuring the continuing right to use the Software, or (ii) replacing or
      modifying the Software so that it no longer infringes, or (iii)
      terminating the hosting agreement. Licensor represents that as of the
      Effective Date there are no known or expected claims that the Software
      infringes a patent, copyright or other proprietary right of a third party
      and further represents that the Software does not infringe a patent,
      copyright or other proprietary right of a third party. Licensor has no
      responsibility for the content carried on Licensee's hosted site. Licensee
      will indemnify and hold harmless Licensor for any third party claims,
      allegations or legal actions brought against Licensor as a result of
      Licensee's use of Licensor's product/service offering and will hold
      Licensor harmless for any attorney fees, court costs, damages or other
      liabilities. Licensee will promptly inform Licensor of any claims or suits
      and will cooperate with Licensor in any defense. Both parties shall
      further indemnify the other against the other's improper disclosure or use
      of any information transmitted by a client on the Web Site.
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|10.2 | Limitation on Liability.EXCEPT AS EXPRESSLY
      STATED IN THIS AGREEMENT, LICENSOR, ITS SUPPLIERS, AGENTS, AND ASSIGNESS
      SHALL NOT BE LIABLE TO LICENSEE OR ITS AGENT OR ASSIGNEES FOR ANY DIRECT,
      SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING,
      WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER
      FAILURE OR MALFUNCTION, OR FOR ANY DAMAGES IN EXCESS OF ONE MONTH'S
      HOSTING FEES (ACTUALLY PAID BY LICENSEE), EVEN IF LICENSOR HAS BEEN
      INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER
      PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY
TO                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

8

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|     | LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT
      APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES AND
      JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR INCIDENTAL OR
      CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATIONS MAY NOT APPLY TO
      LICENSEE.                                            
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                                   
|11.  | ENFORCEMENT                                                                                                                                                                                                                                                                                                                                       
|     |                                                                                                                                                                                                                                                                                                                                                   
|11.1 | The Licensor is responsible for preparing, filing,
      prosecuting, and maintaining all applications and registrations of the
      intellectual property licensed to the Licensee under this
  Agreement.                                                                                                                                      
|     |                                                                                                                                                                                                                                                                                                                                                   
|11.2 | The Licensee must immediately notify the Licensor if the
      Licensee becomes aware of                                                                                                                                                                                                                                                          
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | (a)                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | (b)                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                   
|     | (c)                                                                                                                                                                                                                                                                                                                                               
|     |                                                                                                                                                                                                                                                                                                                                                   
|11.3 | The Licensee does not have any obligation to prosecute or
      defend any action or suit relating to the Trademark. The Licensor has the
      primary right, but not the obligation, to commence, prosecute and control
      any action or proceeding with respect to any infringement of the
      Trademark, using counsel of its choice.    
|     |                                                                                                                                                                                                                                                                                                                                                   
|12.  | GENERAL PROVISIONS                                                                                                                                                                                                                                                                                                                                
|     |                                                                                                                                                                                                                                                                                                                                                   
|12.1 | Remedies.Except where otherwise specified, the
      rights and remedies granted to a party under this Agreement are cumulative
      and in addition to, and not in lieu of, any other rights or remedies which
      the party may possess at law or in equity.                                                                                 
|     |                                                                                                                                                                                                                                                                                                                                                   
|12.2 | Applicable Law.This Agreement shall be
      interpreted, construed and enforced in all respects in accordance with the
      laws of the Province of British Columbia without regard to conflicts of
      laws provisions thereof.                                                                                                              
|     |                                                                                                                                                                                                                                                                                                                                                   
|12.3 | Attorney's Fees.In the event of any legal
      proceeding between the parties arising under this Agreement, the
      prevailing party in any action shall be entitled to recover, in addition
      to any other relief awarded or granted, its costs and expenses (including
      reasonable attorneys' fees) incurred in any such proceeding.
|     |                                                                                                                                                                                                                                                                                                                                                   
|12.4 | Further Assurances.Either party shall take such
      action (including, but not limited to, the execution, acknowledgment and
      delivery of documents) as may reasonably be requested by the other party
      for the implementation or continuing performance of this
  Agreement.                                                         
|     |                                                                                                                                                                                                                                                                                                                                                   
|12.5 | Construction.In the event that any provision of
      this Agreement conflicts with the law under which this Agreement is to be
      construed or if any provision is held invalid by a                                                                                                                                                          

9

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|      | court with jurisdiction over the parties to this
      Agreement, such provision shall be deemed to be restated to reflect as
      nearly as possible the original intentions of the parties in accordance
      with applicable law, and the remainder of this Agreement shall remain in
      full force and effect                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|----- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.6  | No Waiver.The failure of either party to insist
      upon or enforce strict performance by the other party of any provision of
      this Agreement or to exercise any right under this Agreement shall not be
      construed as a waiver or relinquishment to any extent of such party's
      right to assert or rely upon any such provision or right in that or any
      other instance; rather, the same shall be and remain in full force and
      effect.                                                                                                                                                                                                                                                                                                                                                                                                
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.7  | Amendment.No change, amendment or modification of
      any provision of this Agreement shall be valid unless set forth in a
      written instrument signed by both parties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.8  | Entire Agreement.This Agreement, including its
      Exhibits and Attachments, represents the entire agreement of the parties
      with respect to the subject matter hereof and supersedes all prior and/or
      contemporaneous agreements and understandings, written or oral, between
      the parties with respect to the subject matter hereof. The terms and
      conditions of any present or future purchase order or invoice submitted by
      Licensor or Licensee that conflict with or in any way purport to amend or
      add to any other terms and conditions of this Agreement or any exhibit
      hereto shall be of no force or effect nor shall it govern in any way the
      subject matter hereof, unless the same is expressly agreed to in writing
      and is executed by authorized representatives of Licensor and
    Licensee.
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.9  | Counterparts.This Agreement may be executed in
      counterparts, each of which shall be deemed an original and all of which
      together shall constitute one and the same document, and may be delivered
      to the other party by facsimile transmission of the signature pages
      hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.10 | Independent Contractors.The parties to this
      Agreement are independent contractors. Neither party is an agent,
      representative or partner of the other party. Neither party shall have any
      right, power or authority to enter into any agreement for or on behalf of,
      or incur any obligation or liability of, or to otherwise bind, the other
      party. This Agreement shall not be interpreted or construed to create an
      association, agency, joint venture or partnership between the parties or
      to impose any liability attributable to such a relationship upon either of
      the parties.                                                                                                                                                                                                                              
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.11 | Survival.The following provisions of this
      Agreement shall survive the expiration or termination of this Agreement:
      1, 2, 9, 10, 12.2, 12.3, and 12.12.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|12.12 | Excuse.Neither party shall be liable for, or be
      considered in breach of or default under this Agreement (except with
      respect to payment and confidentiality obligations hereunder) on account
      of, any delay or failure to perform as required by this Agreement as a
      result of any causes or conditions which are beyond such party's
      reasonable control and which such party is unable to overcome by the
      exercise of reasonable diligence.                                                                                                                                                                                                                                                                                                                                                                                    

10

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12.13 **All funds**herein are in Canadian funds.

IN WITNESS WHEREOFthe parties hereto have executed this
Agreement as of the day and year first above written.

|CLEO NETWORKS CORPORATION | 
|------------------------- | 
|                          | 
|Per:                      | 
|                          | 
|Authorized Signatory      | 
|                          | 
|                          | 
|CLEO NETWORKS Sp. Z o.o.  | 
|                          | 
|Per:                      | 
|                          | 
|Authorized Signatory      | 
|                          | 
|                          | 
|GLOBETECH VENTURES CORP.  | 
|                          | 
|Per:                      | 
|                          | 
|Authorized Signatory      | 
|                          | 
|                          | 
|LA CALETA HOLDINGS INC.   | 
|                          | 
|Per:                      | 
|                          | 
|Authorized Signatory      | 

11

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Schedule
      "A"Basic
    AdditionsBanner system
    
    yBasic design
    yBasic tweaking to
      existing system
    yBilling system and global account management system
    
    yCaptcha
    yConference
      networks
    yContact list
      changes
    yContact listing
    yConversation
      profile
    yDesign changes
    
    YDesign features
    yEmail confirmation & welcome message, registration
      confirmation via the email
    yFilters -
      restrictions for access
    yGeneral features
    yGeographic
      location data base
    
    yGeographical
      search
    yGeographical
      search
    
    yImage galleries
    yInstallation and
      configuration
    yInstant Messaging
      chat with popup window.
    yNetwork
      funtionality
    yOn-line search
      engine optimization
    
    yPre-development
      activities
    yProfile creation
    yProfile editing
    yProfile editing in
      manager
    yProfile search
    yProfiling
    yProfiling program
    
    yRate user profiles
      1 out of 10.
    yReferral and
      affiliate system
    
    yRegistration page
    yRegistration
      process
    ySearch for
      conversation.
    ySend kiss, wink or
      slap.
    ySMS technology
    
    ySpecifications
    ySystem to show
      active participants
    yTracking system
    
    yUpdating features
    
    yUser profile
    yUser profile
      search feature
    yVideo conferencing
    
    yVoting for
      conferences
    y


12

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Wiring Instructions:

|Recipient:  | Cleo Networks Sp. Zoo                                  
|----------- | -------------------------------------------------------
|            |                                                        
|Bank:       | Millennium Bank S.A.                                   
|            | Branch 137                                             
|            | Krakow Starowislna 25                                  
|            | Krakow, Poland                                         
|            |                                                        
|Contact:    | Anna Ankowska                                          
|            | 48 22 598 40 40                                        
|            |                                                        
|            |                                                        
|            |                                                        
|Account:    | PL06116022020000000110089100 (international
      wire)
|            |                                                        
|Swift Code: | BIGBPLPW                                               

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