ASSET
      PURCHASE AGREEMENT

     

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

    


    RECITALS

     

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

    


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

    


    C. Globalnet
      desires to sell the same to Dibz. 

    


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

    


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

    


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

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    3.
      Closing. 

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    
      	4.1  	
              No
                Conflicts.
                

            


    

     

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

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

     

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

     

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

    


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


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    


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

    


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

     

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

    


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

    


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

    


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

     

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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


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

    


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

    


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

    


    6. Pre-Closing
      Covenants.

    


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

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


    7. Indemnifications
      by Seller and Purchaser.

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


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

     

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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


    8. Miscellaneous.
      

    


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

    


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

    


    8.3 Waivers
      and Amendments.
      

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


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

     

    

      
        	
                If
                  to Seller:

              	
                Globalnet
                  Corporation 

              
	 	
                2616
                  South Loop West, Suite 660, 

              
	 	
                Houston,
                  Texas 77054

              
	 	
                Telephone:
                  (832) 778-9591

              
	 	
                Fascimile:

              
	 	 
	 	 
	
                If
                  to Purchaser:

              	
                Dibz
                  International, Inc., 

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

              
	 	
                The
                  Woodlands, TX 77380

              
	 	
                Telephone:
                  832-631-6103

              
	 	
                Facsimile:
                  832-631-6001

              
	 	
                Attn:
                  Mark Wood

              
	 	 
	
                With
                  a copy to:

              	
                Sichenzia
                  Ross Friedman Ference LLP

              
	 	
                1065
                  Avenue of the Americas, 21st Floor

              
	 	
                New
                  York, New York 10018

              
	 	
                Attn:
                  Gregory Sichenzia, Esq.

              
	 	
                Telephone:
                  (212) 930-9700

              
	 	
                Facsimile:
                  (212) 930-9725

              


      

    

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    


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

    


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

    


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

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


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

    
      	 	 	 
	 	Globalnet
              Corporation, a Nevada corporation
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              

              Name:
                Mark Schaftlein 

            
	 	
              Title:
                President

            


    

     

    
      	 	 	 
	 	Dibz
              International, Inc., a Delaware Corporation
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              
Name: Mark Wood
	 	Title: Chief Executive
              Officer




    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      A

    


    Assets

    


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

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    Exhibit
      B

    


    BILL
      OF SALE

    


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

    


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

    


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

    


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

    


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

     

    
      	 	 	 
	 	
              GLOBALNET
                CORPORATION

              A
                Nevada Corporation

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              
Name:
	 	Title:



    

     

    
      	 	 	 
	 	
              DIBZ
                INTERNATIONAL, INC.

              A Delaware Corporation 

            
	 
 	 
 	 
 
	 	By:  	 
	 	
              
                

              
Name:
	 	Title: