OPERATING
      AGREEMENT

     

    THIS
      AGREEMENT, made, entered into this 5th day of January, 2007, which shall be
      effective on December 29, 2006 (the “Effective Date”), by and between
Globalnet
      Corporation,
      a
      Nevada corporation with its principal place of business 2616
      South Loop West, Suite 660, Houston, Texas 77054
      (hereinafter referred to as "Operator"), and Dibz
      International, Inc.,
      a
      Delaware corporation with its principal place of business at
      9595
      Six Pines - Market Street, Building 8, Level 2, The Woodlands, TX 77380
      (hereinafter referred to as "Corporation").

    


    WITNESSETH:

    
 

    WHEREAS,
      Operator
      desires to provide certain services for the Corporation as an independent
      contractor, with the understanding that Operator shall not be required to devote
      its full time to the business of the Corporation and shall be free to pursue
      other personal and business interests.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises, the mutual covenants of the parties herein
      contained and other good and valuable consideration, the receipt and sufficiency
      of which are hereby acknowledged by each of the parties hereto, it is agreed
      as
      follows:

    


    1. ARRANGEMENT.
      The
      Corporation hereby contracts for the services of Operator and Provider agrees
      to
      provide services as may be requested by the Corporation from time to time during
      the term of this arrangement in connection with the Corporation's business
      throughout the United States and world wide ("Operating Arrangement"). Said
      services shall include, but not be limited to, the items set forth in Section
      6
      hereto. The intent of the parties under this agreement is to allow purchaser
      access to excess Operator infrastructure, which such available excess
      infrastructure may change over time as a result of market, financial and other
      conditions. Nothing in this agreement shall be construed to require Operator
      to
      spend incremental funds to service request of the Corporation. 

     

    2. RELATIONSHIP
      BETWEEN PARTIES.
      During
      the term of the Arrangement, Operator shall be deemed to be an independent
      contractor. Operator shall not be considered as having an employee status
      vis-a-vis the Corporation, or by virtue of the Operating Arrangement being
      entitled to participate in any plans, arrangements or distributions by the
      Corporation pertaining to or in connection with any pension, stock, bonus,
      profit sharing, welfare benefits, or similar benefits for the regular employees
      of the Corporation. 

    


    3. COMPENSATION
      FOR THE OPERATING ARRANGEMENT.
      As part
      of the Purchase Consideration (as defined in the Asset Purchase Agreement)
      given
      by Operator to the Corporation pursuant to the terms set forth in the Asset
      Purchase Agreement, the Corporation shall be entitled to use up to $50,000
      worth
      of services set forth in Section 6.1 hereto per month, on a non-cumulative
      basis. In the event that the Corporation shall use in excess of $50,000 per
      month of such services set forth in Section 6.1, Operator shall supply the
      Corporation with an invoice of such additional amount. 

     

    4. TERM
      OF ARRANGEMENT.
      The
      Arrangement shall begin effective as of the Effective Date and shall continue
      for a period of thirty-six (36) months from the Effective Date (the "Initial
      Period"). 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    5. TERMINATION
      OF THE OPERATING ARRANGEMENT.
      In the
      event that Operator shall be unable to continue providing the services set
      forth
      in Section 6 hereto, this Agreement may be terminated by the Corporation upon
      30
      day written notice, provided, however, that the Operator shall give the
      Corporation, if necessary, the ability to continue using the services set forth
      in Section 6 hereto for an additional 30 days after the date of termination
      in
      order to allow for a transition to another provider. In the event either
      Operator or the Corporation is a party to any bankruptcy or insolvency
      proceeding, this Agreement shall become null and void on the date of such filing
      with any bankruptcy court or other proceeding.

    


    6. SERVICES
      TO BE PROVIDED

    


    6.1 Provider
      shall supply Corporation with access to the services of Provider’s telecom
      network and network operations as set forth on Exhibit A hereto.

    


    6.2 
      Within
      the first ninety (90) days after the Effective Date, Provider shall supply
      Corporation with up to 40 hours of technical support, per month, in connection
      with Corporation’s use of the services described in Section 6.1 hereto. On the
      ninetieth day and any date thereafter during the term of this Agreement,
      Provider shall supply Corporation with up to 20 hours of technical support,
      per
      month, in connection with Corporation’s use of the services described in Section
      6.1 hereto.

    


    6.3 Provider
      shall supply Corporation with a working asterisk server in a manner acceptable
      to the Corporation.

    


    7. NON-SOLICITATION.
      Corporation
      recognizes that the services to be performed by Operator hereunder are special,
      unique and extraordinary. The parties confirm that it is reasonably necessary
      for the protection of the Operator’s goodwill that Corporation agree, and
      accordingly, Corporation does hereby agree and covenant, that during the Initial
      Period, unless this Agreement shall be terminated pursuant to Section 5 hereto,
      Corporation will not, directly or indirectly, solicit, or cause or authorize,
      directly or indirectly, to be solicited for employment for or on behalf of
      himself or third parties, any persons who were at any time during the Initial
      Period hereunder, employees of Operator (including its present and future
      subsidiaries and affiliates).

    


    8. NOTICES.
      All
      notices, consents, waivers, and other communications under this Agreement must
      be in writing and will be deemed to have been duly given when (a) delivered
      by hand (with written confirmation of receipt), (b) sent by facsimile (with
      written confirmation of receipt), provided that a copy is mailed by registered
      mail, return receipt requested, or (c) when received by the addressee, if
      sent by a nationally recognized overnight delivery service (receipt requested),
      in each case to the appropriate addresses and facsimile numbers first set forth
      above (or to such other addresses and facsimile numbers as a party may designate
      by notice to the other parties or that the Corporation has on record for the
      Operator)

    


    9. BINDING
      EFFECT.
      This
      Agreement shall extend to, shall inure to the benefit of and shall be binding
      upon all the parties hereto and upon all of their respective heirs, successors
      and representatives.

     

    10. ENTIRE
      AGREEMENT. This
      Agreement, including the agreements incorporated by reference, contains the
      entire Agreement among the parties hereto with respect to the matters
      contemplated hereby and supersedes all prior agreements and undertakings between
      the parties with respect to such matters. This Agreement may not be amended,
      modified or terminated in whole or in part, except in writing, executed by
      each
      of the parties hereto.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    


    11. INDEMNIFICATION.
      Operator
      hereby agrees to hold harmless and indemnify Corporation from and against any
      and all loss, damage, expense, and cost (including reasonable attorneys' fees
      incurred in connection with the same) incurred by Corporation as a result of
      Operator's breach of any covenant or agreement made herein.

    


    12. SEVERABILITY.
      Should
      any part of any provision of this Agreement be declared invalid by a court
      of
      competent jurisdiction, such decision or determination shall not affect the
      validity of any remaining portion of such provision or any other provision
      and
      the remainder of the Agreement shall remain in full force and effect and shall
      be construed in all respects as if such invalid or unenforceable provision
      or
      portion thereof were not contained herein. In the event of a declaration of
      invalidity, the provision or portion thereof declared invalid shall not
      necessarily be invalidated in its entirety, but shall be observed and performed
      by the parties to the Agreement to the extent such provision is valid and
      enforceable.

    


    13. 
      SECTION HEADINGS.
      The
      section headings contained herein are for convenience of reference only and
      shall not be considered any part of the terms of this Agreement.

    


    14. CHOICE
      OF LAW.
      This
      Agreement shall be interpreted and performed in accordance with the laws of
      the
      State of New York, and the parties agree, notwithstanding the principles of
      conflicts of law, that the internal laws of the State of New York shall govern
      and control the validity, interpretation, performance, and enforcement of this
      Agreement. Any
      action brought by either party against the other concerning the transactions
      contemplated by this Agreement shall be brought only in the state courts of
      New
      York or in the federal courts located in the state of New York. The parties
      and
      the individuals executing this Agreement and other agreements referred to herein
      or delivered in connection herewith on behalf of the Company agree to submit
      to
      the jurisdiction of such courts and waive trial by jury. The prevailing party
      shall be entitled to recover from the other party its reasonable attorney's
      fees
      and costs. 

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS WHEREOF,
      Operator
      and the Corporation has caused this instrument to be executed in its corporate
      name by its duly authorized officer, all as of the day and year first above
      written.

     

    
      	
               

            	 	 
	 	
              OPERATOR:

            
	 	 
	 	 
	 
 	
              
                

              

              Name:
                Mark Schaftlein 

            
	 	
              Title:
                President

            


    

     

    
      	 	 	 
	 	
              CORPORATION:

            
	 
 	 
 	 
 
	
            	By:  	
            
	 	
              
                
Name:
                Mark Wood

            
	 	
              Title:
                Chief Executive Officer

            


    

      

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Exhibit
      A

     

    Price
      List for Services and Usage Limits

     

    Website
      Design $4995

     

           
      Sign-up and recharge account balance

     

           
      Real-time call records

     

           
      Transactions history (billing)

     

           
      Follow-me, voice-mail box management

     

           
      Integration of merchant account (linkpoint)

     

           
      Calling Card platform

     

           
      AUTO PIN calling

     

           
      Web-triggered call back & SMS triggered calls

     

    Changes
      post signoff will be billed at $125/hour

     

    Website
      Hosting Fee -- $100 setup / $45 per month

     

    Disk
      Space -- 150M

     

    60GB
      Data
      transfer

     

    SSL
      Certificate $100 setup $150 / per year


     

    Collocation
      Fees for Cisco Routers and Asterisk Server

     

    19"
      Rack
      - $150 / 6" height

     

    If
      DC
      power is required - $15/month per connection

     

    Monthly
      Date Port usage is determined by maximum data transfer rate (Tx/Rx) based off
      samples taken every 5 minutes. 

     

    $350
      /
      1000 Kps Peak Usage ($100 Min / month) 

     

    $25
      per
      IP / month

     

    *
      Customer to provide Asterisk server and Cisco Routers

     

    Technical
      Support is licensed for a fee, DiBZ is allotted hours per the Outsource
      agreement of: 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    Customer
      - non platform related

     

    8
      hours /
      week for customer support

     

    NOC
      Testing

     

    4
      hours /
      week for new termination testing and setup

     

    Development
      

     

    0-90
      days
      - 40 hours per month (includes Asterisk and Cisco Router build /
      configuration)

     

    91+
      days
      - 20 hours per month

     

    Network
      /
      Design consultation

     

    Hourly
      charge

     

    *Hours
      do
      not roll over from week to week / month to month.

     

    $250/hour
      for usage beyond allotment (1 hour min - 30 minute intervals after first
      hour)

     

    NOTE:
      The
      intent of the parties under this agreement is to allow purchaser access to
      excess Operator infrastructure, which such available excess infrastructure
      may
      change over time as a result of market, financial and other conditions. Nothing
      in this agreement shall be construed to require Operator to spend incremental
      funds to service request of the Corporation.

     

    
      
        
        

      

      
        6