EXHIBIT 10.1

                                October 17, 2010


                            SHARE EXCHANGE AGREEMENT

                             Dated October 17, 2010

                                     ------

                                 By and Between

                                GoIP Global, Inc.

                                       and

                                  Malcolm Myers

                            and Add-On Exchange, Inc.

                                     ------


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                                October 17, 2010


     SHARE EXCHANGE  AGREEMENT,  made as of the 17th day of October 2010, by and
between Add-On  Exchange,  Inc.  ("Add-On")  and Malcolm Myers,  ("Myers" or the
"Add-On Exchange  Shareholder")  both with principal offices at 410 Park Avenue,
15th Floor, New York, NY 10022, and GoIP Global, Inc., with principal offices at
475 Park Avenue South, Suite 3001, New York, NY 10016,  hereinafter  referred to
as  "GOIG,"  all   hereinafter   referred  to  individually  as  a  "Party"  and
collectively as the "Parties."

                                     ------

     Whereas,  GOIG is a public company  incorporated in the State of Nevada and
the common  stock of GOIG is traded on the Pink  Sheets  market  under the stock
symbol "GOIG." and

     Whereas,  Add-On Exchange is a company  registered under the Securities and
Exchange Act of 1934,  incorporated in the State of Delaware and has Two Hundred
Million  (200,000,000)  shares authorized and One Hundred Million  (100,000,000)
shares of common stock, par value $0.001 per share, issued and outstanding, and

     Whereas,  GOIG and Add-On Exchange and the Add-On Exchange Shareholder have
mutually  agreed  that GOIG shall issue and sell to the Add-On  Shareholder  (as
hereinafter  defined) the GOIG Shares (as  hereinafter  defined) in exchange for
the Add-On  Shares (as  hereinafter  defined),  which said Add-On  Shares  shall
constitute  Thirty Five Percent (35%) all of the issued and  outstanding  Add-On
Exchange  Common Stock and also in exchange for the Add-On Note (as  hereinafter
defined) upon the terms and subject to the conditions set out in this Agreement,
and

     Whereas,  as  additional  consideration  from GOIG,  GOIG  shall  provide a
minimum of Fifteen Thousand  Dollars  ($15,000) during each calendar month for a
period  of  twelve  months  from the date of  Closing,  all such  advances  (the
"Advances")  to be  secured  by a  convertible  note  (the  "Convertible  Note")
convertible  into Add-On  Common Stock at a company  valuation for Add-On of Two
Million Dollars ($2,000,000), and secured by the assets of Add-On, and

     Whereas,  GOIG  wishes to appoint one of the three  directors  of Add-On to
further secure its investment,  and the Add-On Exchange  Shareholder and Add -On
Board of Directors concurs in such appointment, and

     Whereas,  to induce  GOIG's  investment,  Add-On  Exchange  and the  Add-On
Exchange Shareholder have made certain representations to GOIG,

     Now,  Therefore,  in  consideration  for  the  mutual  representations  and
covenants contained here, and other good and valuable consideration, the receipt
of which is hereby acknowledged, the Parties agree as follows:

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                                    ARTICLE I
                                 INTERPRETATION

     Section 1.1 Definitions.  In this Agreement where the context so admits the
following words and expressions shall have the following meanings:

"Add-On Exchange Directors" shall have the meaning defined in Section 3.1.

"Add-On Exchange  Disclosure  Documents" shall mean the Add-On Exchange Business
Plan,  and the  filings of Add-On  Exchange  with the  Securities  and  Exchange
Commission and accompanying  corporate documents and financial  statements along
with any and all other information provided by Add-On and/or the Add-On Exchange
Shareholder to GOIG.

"Add-On  Exchange  Shareholder"  shall mean Malcolm Myers,  the current owner of
Forty Six Million Two Hundred and Fifty Thousand  (46,250,000)  shares of Common
Stock of Add-On Exchange, Inc., being 46.25% of the outstanding shares of Common
Stock of Add-On Exchange.

"Add-On Exchange Shares" The Thirty Five Million  (35,000,000)  shares of common
stock, par value US $0.001,  of Add-On Exchange now owned by the Add-On Exchange
Shareholder,  Malcolm  Myers,  to be given to GoIP  Global,  Inc.  on Closing by
Malcolm Myers,  such shares  constituting  Thirty Five Percent (35%) of the then
outstanding Common Stock, par value $0.001 of Add-On Exchange.

"Add-On Exchange  Warranties" The  representations,  warranties and undertakings
under Article 7;

"Add-On Exchange Plans" shall have the meaning defined in Section 8.14.

"Add-On  Shareholder" The majority  shareholder of Add-On Exchange  Shareholder,
being at this time Malcolm Myers.

"Add-On Exchange  Shareholder  Warranties" the  representations,  warranties and
undertakings under Article 8;

"Add-On Exchange  Warranties" the  representations,  warranties and undertakings
under Article 7;

"Add-On  Note" shall mean the Note owed by Add-On to Malcolm Myers in the amount
of Five Hundred Thousand  Dollars  ($500,000) a copy of which is attached hereto
and Incorporated by reference as Exhibit 2.2.

"Advances"  shall mean the funds of  $300,000  to be loaned over a period of the
next 12 months to Add-on  Exchange by GOIG,  to be advanced  and loaned  under a
convertible,  secured note (the  "Convertible  Note"),  secured by the assets of
Add-On  Exchange.  Monthly advances will be a minimum of $15,000 to cover agreed
to overhead.

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"Business" shall mean the operations of the company.

"Business  Day" a day on which banks are generally open for business in New York
City;"

"Closing" Closing of the transaction contemplated herein pursuant to Article 5;

"Closing Date" The date of Closing as agreed to by the Parties.

"Conditions" the conditions set out in Section 4.1;

"GOIG's Attorneys" The Law Offices of Bradley E. Essman, Esq.;

"GOIG Shares" are the One Hundred  Million  (100,000,000)  shares of GOIG Common
Stock to be issued in connection with this transaction as provided below.

"GOIG Warranties" the representations, warranties and undertakings under Article
9;

"Material Adverse Effect" shall have the meaning given in Section 7.1(a).

"Material  Contract"  shall  mean  any  contract,  undertaking,   agreement,  or
commitment in fact or at law which would have a material impact on the assets or
earnings of the company."

"Parties"  Persons named parties to this Agreement,  and "Party" means either of
them;

"Pink Sheets" shall mean the OTC Pink Sheet Market in the United States.

     Section 1.2 Article or Section References. A reference to any given Article
or Section is to the Article or Section of this Agreement with the corresponding
numerical or other designation.

     Section 1.3  Successors and Assigns.  The  expressions  "Add-On  Exchange,"
"Add-On  Exchange  Shareholder,"  and "GOIG" shall,  where the context  permits,
include their respective successors and permitted assigns.

                                   ARTICLE II
                               PURCHASE OF SHARES

     Section 2.1 The Purchase.  Subject to satisfaction  of the  Conditions,  on
Closing, (a) GOIG agrees to purchase,  and the Add-On Exchange Shareholder agree
to sell to  GOIG,  the  Add-On  Exchange  Shares,  and (b) the  Add-On  Exchange
Shareholder  agrees to accept the GOIG Shares as the purchase  consideration for
their Add-On Exchange Shares.  The Add-On Exchange  Shareholder is Malcolm Myers
only.

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     Section 2.2 Further  Consideration.  As further consideration for the Share
Purchase  given in Section 2.1 above,  Malcolm Myers shall assign to GOIG a Note
owned by him in the face and outstanding amount of Five Hundred Thousand Dollars
($500,000.00)  owed by Add-On  Exchange,  Inc.  to  Malcolm  Myers  and  bearing
interest at the rate of Percent (10 %). A copy of the Note and the assignment to
GOIG is attached hereto as Exhibit 2.2. and incorporated herein by reference.

                                   ARTICLE III
                FURTHER CONSIDERATION, CONDITIONS AND AGREEMENTS

     Section 3.1 Directors of Add-On.  Before Closing,  Add-On will have no more
than two  directors,  John Rafuse and John  Parkinson,  who will serve for a one
year term  terminating  on October 14, 2011, and at closing Add-On will cause to
be elected to its Board of Directors,  one director nominated by GOIG, Mr. Isaac
H. Sutton. At Closing,  and after Closing,  and as long as GOIG is a shareholder
of Add-On,  with the  addition of this one director  nominated  by GOIG,  Add-On
Exchange  shall have no more than three  directors.  GOIG will have the right to
appoint  at least  one  director  as long as their  interest  in Add-On at least
35,000,000 shares.

     Section 3.2. Advances by GOIG to Add-On. As further consideration from GOIG
to Add-On  Exchange and the Add-On  Exchange  Shareholder,  GOIG shall provide a
minimum  of  $300,000  over the next  twelve  months,  all  such  advances  (the
"Advances")  to be  secured  by a  convertible  note (the  "Convertible  Note"),
convertible  into Add-On Common Stock at a current company  valuation for Add-On
of Two Million Dollars ($2,000,000) or Two Cents ($0.02) Per Share , and secured
by the assets of Add-On.  Such  Convertible  Note,  lien and security  agreement
therefore are attached hereto and incorporated by reference as Exhibit 3.2.

                                   ARTICLE IV
                                   CONDITIONS

     Section  4.1  Closing  Conditions.  Closing  shall  be  conditional  on the
fulfilment of each of the following conditions:

(a) the GOIG Warranties  having remained true and accurate and not misleading at
all times up to and as at Closing (except to the extent that a GOIG Warranty was
by its  terms  made as of a  specific  date,  in  which  case  Closing  shall be
conditional on such GOIG Warranty having been true at such date);

(b) the  performance  of, or compliance  with, all  agreements,  obligations and
conditions  contained  in this  Agreement  that are  required to be performed or
complied with by GOIG and all the  approvals and consents  necessary to complete
the share exchange  described herein  (including any consents of governmental or
regulatory authorities and any requisite approvals from the shareholders of GOIG
and Add-On Exchange,  if applicable,  with respect to the allotment and issuance

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of the GOIG Shares by GOIG and the purchase of the Add-On Exchange Shares by the
Add-On Exchange Shareholder) having been obtained;

(c) the  delivery  by GOIG to Add-On  Exchange of a  certificate  executed by an
executive  officer of GOIG,  dated the  Closing  Date,  to the  effect  that the
Conditions specified in Sections 4.1 (b) and (c) have been satisfied;

(d) the Add-On  Exchange  Warranties  having  remained true and accurate and not
misleading  at all times up to and as at Closing  (except  to the extent  that a
Add-On  Exchange  Warranty was by its terms made as of a specific date, in which
case Closing shall be conditional on such Add-On  Exchange  Warranty having been
true at such date);

(e) the  performance  of, or compliance  with, all  agreements,  obligations and
conditions  contained  in this  Agreement  that are  required to be performed or
complied with by Add-On Exchange and all the approvals and consents necessary to
complete  the  share  exchange  described  herein  (including  any  consents  of
governmental or regulatory authorities) having been obtained by Add-On Exchange;
and

(f) the  delivery  by Add-On  Exchange to GOIG of a  certificate  executed by an
executive officer of Add-On Exchange, dated the Closing Date, to the effect that
the Conditions specified in Sections 4.1 (d) and (e) have been satisfied;

     Section  4.2 GOIG  Waiver of  Conditions.  GOIG may waive all or any of the
Conditions  set out in  Section  4.1at any time by notice in  writing  to Add-On
Exchange.

     Section 4.3 Add-On Exchange Waiver of Conditions. Add-On Exchange may waive
all or any of the  Conditions  set out in  Section  4.1at  any time by notice in
writing to GOIG.

     Section 4.4 Notice of  Fulfilment of  Conditions.  GOIG shall inform Add-On
Exchange of the  fulfilment of all the  Conditions set out in Section 4.1 within
one (1)  Business  Day of the  fulfilment  of the last of such  Conditions,  and
Add-On  Exchange  shall inform GOIG of the  fulfilment of all the Conditions set
out in Section 4.1 within one (1) Business Day of the  fulfilment of the last of
such Conditions.

     Section  4.5  Termination.  This  Agreement  may be  terminated  by written
consent of both Parties,  or if any of the  Conditions set out in Section 4.1 is
not  fulfilled  (or waived by GOIG in  accordance  with Section 4.2 or waived by
Add-On Exchange in accordance with Section 4.3) on or before the Closing. In the
event of a termination,  this Agreement  (except for Articles X, XI, and XII and
this Section 4) will  terminate and become null and void and the Parties  hereto
will be released from all their  respective  obligations  hereunder  (except for
Articles X, XI, and XII and this Section 4), except for the  liabilities for any
antecedent breaches hereof.

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                                    ARTICLE V
                                     CLOSING

     Section 5.1  Location.  Closing  shall take place at the offices of GOIG or
such other place as the Parties may agree on or before the Closing Date.

     Section  5.2  Closing  Actions.  Subject  to  Article  4,  Closing  of this
Agreement shall take place at 12:00 noon on the Closing Date at which:

(a) Add-On Exchange and the Add-On Exchange Shareholder shall:

(i) transfer the Add-On Shares to GOIG fully paid and without liens, claims, and
restrictions of any kind; along with the Add-On Note;

(ii) deliver or caused to be delivered to GOIG;

(aa)  certified  copies of Board  resolutions  of the Add-On  Exchange  Board of
Directors  approving and authorizing the execution and Closing of this Agreement
and the sale of the Add-On  Exchange  Shares to GOIG and  transfer of the Add-On
Note to GOIG ;

(ab) certified copies of the Board resolutions of the Add-On Exchange  Directors
and  Shareholder  removing two of the four current  directors of Add-On Exchange
and appointing the one nominee of GOIG as directors of Add-On Exchange;

(ac) duly  issued  stock  certificate(s)  in the name of GOIG in  respect of the
Add-On Exchange Shares;

(ad) a receipt for the GOIG Shares received by Add-On Exchange at Closing;

(ae) all other documents required to be delivered by Add-On Exchange at or prior
to Closing;

(af)  Certificates of the Add-On Exchange  Shareholder and Add-On Exchange Board
of Directors  certifying  and  evidencing the ownership of the Add-On Patents by
Add-On free and clear of all liens, claims and encumbrances;

(ag) The  executed  Add-On  Exchange  Convertible  Note  along with the lien and
security agreement securing payment of the Add-On Exchange Convertible Note, and
duly executed  resolutions of the Board of Directors of Add-On  Exchange and the
Add-On  Exchange  Shareholder  authorizing the issuance and terms of said Add-On
Exchange Convertible Note.

(ah) The duly executed Consulting  Agreements of John Rafuse, John Parkinson and
Aaron Greengrass.

(ai) the Add-On Note and the Add-On Note  Assignment  transferring  ownership of
the Add-On Note from the Add-On Shareholder to GOIG free and clear of all liens,
claims and encumbrances; and

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(aj)  Certification  of the Add-On  Exchange  and the Add-On  Exchange  Board of
Directors  that the  representations  and  warranties  contained  herein and the
Add-On Exchange Disclosure Documents are true, correct and complete.

(b) GOIG shall:

     (i)  allot and issue the GOIG  Shares to the  Add-On  Exchange  Shareholder
          credited as fully paid; and

     (ii) deliver or cause to be delivered to Add-On Exchange:

(aa) certified  copies of  resolutions of the GOIG Board of Directors  approving
and  authorizing  the execution and Closing of this  Agreement and the allotment
and  issuance of the GOIG Shares to Add-On  Exchange  (or such other  persons as
Add-On Exchange may nominate);

(ab) duly issued share  certificates  in the name of the Add-On  Shareholder  in
respect of the GOIG Shares;

(ac) a receipt for the Add-On  Exchange Shares and Add-On Exchange Note received
by GOIG at Closing; and

(ae)  all  other  documents  required  to be  delivered  by GOIG at or  prior to
Closing.

                                   ARTICLE VI
                       FURTHER OBLIGATIONS OF THE PARTIES

     Section 6.1 Cooperation.  Each of the Parties shall use its reasonable best
efforts to take,  or cause to be taken,  all actions,  and to do, or cause to be
done,  and to assist and  cooperate  with the other  Party in doing,  all things
necessary,  proper or advisable  to  consummate,  as promptly as  possible,  the
transactions  contemplated by this  Agreement,  including,  without  limitation,
that:

(a) Add-On  Exchange shall use its reasonable best efforts to assist GOIG in all
its negotiations and exchanges of correspondence in relation to the transactions
referred to herein with the Pink Sheets or other relevant authorities;

(b) Add-On  Exchange shall use its reasonable  best efforts to provide GOIG with
such  information  as the Pink Sheets may  require for the purpose of  obtaining
their clearance of any  announcement or information  required in connection with
this Agreement;

(c) GOIG  shall  use its  reasonable  best  efforts  to  prepare  all  necessary
documentation  and  to  convene  all  necessary   meetings  of  directors  (with
recommendations  in favor as  appropriate)  in  connection  with  obtaining  the
approval of directors to the  allotment  and issuance of the GOIG Shares and the

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purchase of the Add-On  Exchange Shares by GOIG in accordance with all necessary
legal and Pink Sheets requirements;

(d) Add-On  Exchange  shall  cooperate with and provide GOIG with all documents,
signatures  and other  information  and actions  necessary or  convenient to the
preparation of a statement of Adequate  Current  Information for the Pink Sheets
and any other securities market, information source or regulator.

     Section 6.2  Confidentiality.  Each Party agrees that for a period of three
years  after  receipt of the  information  (a) all  information  received  by it
pursuant to Section 6.4 and (b) any other  information  that is disclosed by the
other Party to it and is identified by the other Party as being  confidential or
proprietary,  shall be considered confidential  information.  Each Party further
agrees that it shall hold all such  confidential  information  in confidence and
shall not disclose any such  confidential  information to any third party except
as required by law,  regulation  (including  the Pink Sheet rules) or applicable
process,  provided  that to the extent  possible the other Party shall have been
provided with reasonable  notice and the opportunity to seek a protective  order
to the extent  possible  prior to such  disclosure,  other  than its  counsel or
accountants nor shall it use such confidential information for any purpose other
than its investment in the other Party;  provided,  however,  that the foregoing
obligation to hold in confidence  and not to disclose  confidential  information
shall not apply to any  information  that (1) was known to the  public  prior to
disclosure by the other Party,  (2) becomes known to the public through no fault
of such Party, (3) is disclosed to such Party on a  non-confidential  basis by a
third party having a legal right to make such disclosure or (4) is independently
developed by such Party.

     Section  6.3 Tax  Information.  From and after  the  Closing  Date,  Add-On
Exchange shall promptly provide Add-On Exchange with any information  reasonably
requested  by GOIG to enable  GOIG or any of its  affiliates  to prepare its tax
returns (including the making of any elections) and make any determinations with
respect to taxes.

                                   ARTICLE VII
         REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF ADD-ON EXCHANGE
                      AND THE ADD-ON EXCHANGE SHAREHOLDER

     Section 7.1 Warranties. Add-On Exchange and the Add-On Exchange Shareholder
hereby  represent,  warrant  and  undertakes  to GOIG  (to the  intent  that the
provisions  of this  Section  shall  continue  to have  full  force  and  effect
notwithstanding Closing) as follows:

(a)  Organization,  Good  Standing  and  Qualification.  Add-On  Exchange  is  a
corporation duly organized, validly existing and in good standing under the laws
of the State of Delaware.  Add-On Exchange has all requisite corporate power and
authority to own and operate its properties  and assets,  to execute and deliver
this Agreement, to issue, transfer, sell and deliver the Add-On Exchange Shares,
to carry out the  provisions  of this  Agreement and to carry on its business as
presently  conducted and as presently proposed to be conducted.  Add-On Exchange
is duly  qualified and is authorized to do business and is in good standing as a

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foreign  corporation in all  jurisdictions in which the nature of its activities
and  of  its  properties  (both  owned  and  leased)  makes  such  qualification
necessary,  except for those  jurisdictions  in which failure to do so could not
have,  individually or in the aggregate,  a Material  Adverse Effect (as defined
herein) on Add-On  Exchange.  For  purposes of this  Agreement,  with respect to
either Party, a "Material  Adverse Effect" shall mean a material  adverse effect
on the business,  assets, financial condition or operations of the Party and its
subsidiaries, taken as a whole.

(b)  Subsidiaries.  Set forth on  Exhibit  7.1(b)  hereto  and  incorporated  by
reference, is a list of all entities in which Add-On Exchange beneficially owns,
directly or  indirectly,  50% or more of the  outstanding  stock or other equity
interests (collectively, the "Add-On Exchange Subsidiaries") as of June 30, 2010
Each Add-On Exchange  Subsidiary has been duly organized and is validly existing
under the laws of its  jurisdiction  of  organization,  is not in liquidation or
receivership,  and has the power and  authority  (corporate or other) to own its
properties  and  conduct its  business as  described  in the SEC  Documents  (as
defined  below);  and each Add-On  Exchange  Subsidiary is duly  qualified to do
business  as a  foreign  corporation  in all  other  jurisdictions  in which its
ownership  or lease of  property or the conduct of its  business  requires  such
qualification,  other  than  where  the  failure  to be so  qualified  would not
individually  or in the  aggregate  have a  Material  Adverse  Effect  on Add-On
Exchange.  All of the  issued  and  outstanding  capital  stock  of each  Add-On
Exchange  Subsidiary  has been duly  authorized  and validly issued and is fully
paid and nonassessable; and the capital stock or equity interests of each Add-On
Exchange Subsidiary owned by Add-On Exchange,  directly or through subsidiaries,
is owned free from liens,  encumbrances  and defects  other than as set forth in
the SEC  Documents or which would not have a Material  Adverse  Effect on Add-On
Exchange.

(c) Validly Issued Shares. When issued in compliance with the provisions of this
Agreement,  the Add-On Exchange  Shares will be validly  issued,  fully paid and
nonassessable,  and will  constitute  Thirty Five Percent  (35%) of the existing
issued common stock, par value $0.001 (the "Common  Stock"),  of Add-On Exchange
and  will  be  free  of  any  restrictions,   limits,  claims,  liens  or  other
encumbrances;  provided, however, that the Add-On Exchange Shares may be subject
to  restrictions  on transfer under state and/or federal  securities laws as set
forth  herein or as  otherwise  required  by such laws at the time a transfer is
proposed.

(d)  Authorization;  Binding  Obligations.  All  actions  on the part of  Add-On
Exchange  and  its  officers,  directors  and  stockholders  necessary  for  the
authorization,  execution and delivery of this Agreement, the performance of all
obligations of Add-On Exchange hereunder and the authorization,  sale,  issuance
and delivery of the Add-On  Exchange  Shares  pursuant hereto have been taken or
will be taken  prior to  Closing.  This  Agreement  has been duly  executed  and
delivered by Add-On Exchange, and (assuming the due authorization, execution and
delivery  hereof by GOIG) this  Agreement is a valid and binding  obligation  of
Add-On Exchange  enforceable in accordance with its terms, except (a) as limited
by applicable bankruptcy, insolvency,  reorganization,  moratorium or other laws
of  general  application  affecting  enforcement  of  creditors'  rights and (b)
general  principles  of equity  that  restrict  the  availability  of  equitable
remedies.  The  sale  of  the  Add-On  Exchange  Shares  is not  subject  to any
preemptive  or  similar  rights or rights  of first  refusal  that have not been
properly waived or complied with.

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(e) Capitalization.  The authorized capital stock of Add-On Exchange consists of
200,000,000  (Two Hundred  Million) Shares of Common Stock having a par value of
$0.001;  and 50,000,000  (Fifty  Million) Shares of Preferred Stock having a par
value of $0.001 per share (the "Preferred  Stock").  As of the close of business
the date hereof, One Hundred Million  (100,000,000)  shares of Common Stock were
issued  and  outstanding,  46.25% of which are owned by  Malcolm  Myers,  and no
shares of Preferred Stock were issued and outstanding. All outstanding shares of
Common Stock are duly authorized,  validly issued, fully paid and nonassessable.
Except as  disclosed to GOIG,  as set forth  above,  as of the date hereof there
were no outstanding  rights (including  without  limitation,  preemptive rights)
warrants or options to acquire, or instruments  convertible into or exchangeable
for, any material  number of shares of common stock or any other class of shares
or  equity  interest  in  Add-On  Exchange  or any of its  subsidiaries,  or any
contract,  commitment,  agreement,  understanding  or  arrangement  of  an  kind
relating to the  issuance of any  material  number of shares of common  stock of
Add-On  Exchange  or  any  subsidiary,  any  such  convertible  or  exchangeable
securities or any such rights, warrants or options.

(f) Consents and  Approvals;  No  Violations.  Except for the filings,  permits,
authorizations,  consents and approvals as may be required  under federal and/or
state securities laws, applicable stock exchange regulations and, if applicable,
none of the  execution,  delivery or  performance  of this  Agreement  by Add-On
Exchange,  the consummation by Add-On Exchange of the transactions  contemplated
hereby or compliance by Add-On  Exchange with any of the provisions  hereof will
(a) conflict with or result in any breach of any provision of the certificate of
incorporation  or by-laws of Add-On  Exchange,  (b) require any filing with,  or
permit,  authorization,  consent or approval of, any  governmental  entity,  (c)
result in a violation or breach of, or constitute (with or without due notice or
lapse of time or both) a  default  (or give  rise to any  right of  termination,
cancellation or acceleration) under, any of the terms,  conditions or provisions
of any note, bond, mortgage,  indenture, lease, license, contract,  agreement or
other  instrument or obligation to which Add-On  Exchange or any of its material
subsidiaries  is a party  or by  which  any of them or any of  their  respective
properties or assets may be bound, or (d) violate any order,  writ,  injunction,
decree,  statute, rule or regulation  applicable to Add-On Exchange,  any of its
material  subsidiaries or any of their properties or assets,  excluding from the
foregoing Sections (b), (c) and (d) such violations,  breaches or defaults which
would not,  individually or in the aggregate,  have a material adverse effect on
Add-On Exchange' ability to consummate the transactions.

(g) Add-On Exchange Information. Add-On Exchange has furnished or made available
to GOIG, prior to the date hereof,  copies of its Add-On Exchange  Business Plan
and corporate and financial statements for the year of 2010 and through the date
hereof  (the  Add-On  Exchange  Disclosure  Documents").  Unless  filed with the
Securities and Exchange Commission, the Add-On Exchange Disclosure Documents are
given in Exhibit 7.1(g) attached hereto and  incorporated by reference.  Each of
these  documents,  as of its  respective  date (or if amended or superseded by a
filing prior to the date of this  Agreement,  then on the date of such  filing),
did not, and each of the documents  filed by Add-On Exchange with the Securities
and Exchange Commission after the date hereof and prior to the Closing will not,
as of the date  thereof (or if amended or  superseded  by a filing  prior to the
date of the  Closing,  then on the  date of such  filing),  contain  any  untrue
statement of a material fact or omit to state a material fact necessary in order

                                 Page 11 of 59
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                                October 17, 2010


to make the statements made therein,  in light of the circumstances  under which
they were made, not  misleading.  Add-On Exchange is not a party to any material
contract, agreement or other arrangement which has not been given to GOIG.

(h) Financial  Statements.  Add-On  Exchange has furnished or made  available to
GOIG copies of its unaudited financial  statements (the "Financial  Statements")
for the period  ended June 30,  2010,  (the  "Balance  Sheet  Date").  Since the
Balance Sheet Date,  Add-On Exchange has suffered no material  adverse  changes.
The  financial  statements  of Add-On  Exchange  given to GOIG prior to the date
hereof or filed with the Securities and Exchange fairly  present,  in conformity
with United States generally accepted accounting  principles ("GAAP") applied on
a  consistent  basis  (except as may be  indicated  in the notes  thereto),  the
consolidated   financial  position  of  Add-On  Exchange  and  its  consolidated
subsidiaries  as at the dates  thereof  and the  consolidated  results  of their
operations and cash flows for the periods then ended (subject to normal year end
audit adjustments in the case of unaudited interim financial statements).

(i) Absence of Certain  Changes.  Since the Balance Sheet Date and other than in
the ordinary course,  there has not been: (i) any declaration,  setting aside or
payment of any dividend or other  distribution  of the assets of Add-On Exchange
with  respect  to  any  shares  of  capital  stock  of  Add-On  Exchange  or any
repurchase,  redemption or other  acquisition  by Add-On  Exchange or any Add-On
Exchange  Subsidiary of a material  number of the  outstanding  shares of Add-On
Exchange'  capital stock; (ii) any damage,  destruction or loss,  whether or not
covered by insurance,  except for such occurrences  that have not resulted,  and
are not  expected  to result in a Material  Adverse  Effect on Add-On  Exchange;
(iii) any waiver by Add-On  Exchange  or any  Add-On  Exchange  Subsidiary  of a
valuable  right or of a material  debt owed to it,  except for such waivers that
have not resulted and are not expected to result,  in a Material  Adverse Effect
on Add-On  Exchange;  (iv) any material change or amendment to, or any waiver of
any material  rights under a material  contract or  arrangement  by which Add-On
Exchange or any Add-On Exchange Subsidiary or any of their,  respective,  assets
or properties is bound or subject,  except for changes,  amendments,  or waivers
that are expressly  provided for or disclosed in this Agreement or that have not
resulted, and are not expected to result, in a Material Adverse Effect on Add-On
Exchange;  (v)  any  material  change  by  Add-On  Exchange  in  its  accounting
principles,  methods or practices or in the manner it keeps its accounting books
and records,  except any such change  required by a change in GAAP;  or (vi) any
other event or condition of any character, except for such events and conditions
that have not resulted,  and are not expected to result,  either individually or
collectively, in a Material Adverse Effect on Add-On Exchange.

(j) Legends.  The Add-On Exchange  Shareholder  agrees that the certificates for
the GOIG Shares shall bear the following legend:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR WITH ANY STATE SECURITIES  COMMISSION,  AND MAY NOT BE
TRANSFERRED  OR  DISPOSED  OF BY THE  HOLDER IN THE  ABSENCE  OF A  REGISTRATION
STATEMENT  WHICH IS EFFECTIVE  UNDER THE  SECURITIES  ACT OF 1933 AND APPLICABLE
STATE  LAWS  AND  RULES,  OR,  UNLESS,  IMMEDIATELY  PRIOR  TO THE  TIME SET FOR

                                 Page 12 of 59
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                                October 17, 2010


TRANSFER,  SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT
OF 1933 AND OTHER APPLICABLE STATE LAWS AND RULES.

THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE  SUBJECT TO  RESTRICTIONS  ON
TRANSFER  CONTAINED  IN THE SHARE  EXCHANGE  AGREEMENT  DATED  OCTOBER __, 2010,
BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE WITH THE COMPANY.

(k)  Ownership of Patents.  Add-On  Exchange  owns full title and control to the
Patents given in Exhibit 7.1(k).

(l) No Debt.  Add-On  Exchange  has no debt of any kind,  except  for the Add-On
Exchange Note.

(m) Consulting Agreements.  The Add-On officers John Rafuse, John Parkinson, and
Aaron Greenstreet have signed and are subject to the Consulting Agreements given
in Exhibit 7.1(m) and such Consulting Agreements are in full force and effect.

                                  ARTICLE VIII
                    WARRANTIES OF ADD-ON EXCHANGE SHAREHOLDER

The Add-On Exchange Shareholder warrant as follows:

     Section 8.1 Clear Title.  At Closing the Add-On Exchange  Shareholder  have
free and clear title of the Add-On Exchange Stock,  free of all Encumbrances and
whose  ownership  therein has been  properly  perfected in  accordance  with all
security  laws and  regulations  of all  financial  regulators  who  oversee the
conduct of the Add-On  Exchange,  and all other legal  requirements  of relevant
jurisdictions;

     Section  8.2  Organization   and  Related  Matters.   The  Add-On  Exchange
Shareholder  is a  natural  person.  The  Add-On  Exchange  Shareholder  has all
necessary personal or company capacity,  power and authority to execute, deliver
and perform its obligations under this Agreement.  Exhibit 8.2(a) sets forth, as
of the Closing, the ownership of the Add-On Exchange Shareholder. Exhibit 2.2(b)
sets forth, as of the Closing,  the current directors and executive  officers of
Add-On Exchange.

     Section 8.3. Condition of the Add-On Exchange. To the best of the knowledge
and belief of the Add-On Exchange Shareholder, as of the Closing:

(a) Add-On  Exchange is a corporation  duly organized,  validly  existing and in
good standing under the laws of the jurisdiction of its incorporation.

(b) Add-On  Exchange has all necessary  corporate  power and authority to own or
lease its respective  properties and assets, as applicable,  and to carry on its
businesses as now conducted and are duly qualified or licensed to do business as

                                 Page 13 of 59
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                                October 17, 2010


foreign  corporations  in good standing in all  jurisdictions,  except where the
failure to be so qualified or licensed is not material to the Business.

     Section 8.4 Stock.

(a) The Add-On Exchange Shareholder beneficially and of record own the shares of
capital  stock of Add-On  Exchange  given in  Exhibit  2.2.  All of such  Equity
Securities of Add-On Exchange are owned free and clear of any  Encumbrances.  At
the  Closing,  GOIG  will  acquire  good and  marketable  title to and  complete
ownership  of all of the capital  stock of Add-On  Exchange  outstanding  on the
Closing Date, free and clear of any Encumbrances.

(b) There are no  outstanding  Contracts  or other  rights to  subscribe  for or
purchase,  or  Contracts  or other  obligations  to issue or grant any rights to
acquire,  any  Equity  Securities  of  Add-On  Exchange,  or to  restructure  or
recapitalize Add-On Exchange.

(c) There are no  outstanding  Contracts of the Add-On  Exchange  Shareholder or
Add-On Exchange to repurchase, redeem or otherwise acquire any Equity Securities
of Add-On Exchange.

(d) There are no Add-On Exchange Stock Option Plans or any  outstanding  options
or warrants  or other  contracts  or  agreements  to  purchase  shares of Add-On
Exchange common stock.

(e) All outstanding  Equity  Securities of Add-On Exchange are duly  authorized,
validly issued and  outstanding and are fully paid and  nonassessable,  and were
issued in conformity with applicable Laws.

(f) There are no preemptive rights in respect of any Equity Securities of Add-On
Exchange.

(g) As of the Closing,  there has been no material change in the Add-On Exchange
Financial Statements and Business Plans submitted to GOIG and attached hereto as
Exhibit 7.1(g) and incorporated by reference.

(h) Except as set forth on Exhibit 8.4(h), whether or not in the ordinary course
of  business,  there has not been,  occurred  or arisen  any  change in or event
affecting  Add-On  Exchange that has or would have a material  adverse effect on
the Business (other than matters of general  applicability  to Add-On  Exchange'
industry and matters arising in connection with this Agreement).

(i) Add-On Exchange has no liabilities of any nature, whether accrued, absolute,
contingent or otherwise, and whether due or to become due, probable of assertion
or not, except  liabilities that (i) are reflected or disclosed in the Financial
Statements  described in Sections (a) and (g) above,  (ii) are  reflected in the
notes  to the  balance  sheet  included  in the  most  recent  of the  Financial
Statements,  (iii)  are  obligations  set forth in any  Contracts  listed in the
Exhibits to this  Agreement  or in  Contracts  not required to be listed in such
Exhibits, (iv) are disclosed in any of the Exhibits to this Agreement,  (v) were

                                 Page 14 of 59
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                                October 17, 2010


incurred in the  ordinary  course of  business,  and (vi) except as set forth in
Exhibit 8.4(i), do not exceed $100 individually or $500 in the aggregate.  As of
the date of Closing,  all the Add-On  Exchange'  liabilities  in the  aggregate,
including contingent liabilities, existing or inchoate, shall not exceed $500.

     Section 8.5 Taxes.  All  federal,  tax returns and all  material  province,
state,  local and foreign tax returns  that are  required to be filed by or with
respect to Add-On  Exchange on or before the Closing  Date have been or prior to
the Closing  will be duly filed,  and all Taxes shown as due on such Tax Returns
have been paid or will be paid in full. No issues  relating to Add-On  Exchange,
that have been  raised by any other  taxing  authority  in  connection  with the
examination of any of such tax returns,  are currently pending.  The sale of the
stock contemplated in this Agreement, and the assumption,  removal or payment of
the  liabilities of Add-On Exchange  contemplated  in this  Agreement,  will not
create any province, local, state, foreign or federal tax liabilities.

     Section 8.6 Material Contracts.  Exhibit 2.5 lists each Contract which is a
Material  Contract,  including,  but not limited to, real property and equipment
leases  and loan  arrangements,  of Add-On  Exchange  that will  exist as of the
Closing. As of the date of Closing and thereafter, Add-On Exchange may summarily
and unconditionally cancel or terminate such contract without penalty or charge.
Each  Material  Contract  is valid  and  subsisting,  Add-On  Exchange  has duly
performed  all its  obligations  under each  Material  Contract to which  Add-On
Exchange is a party to the extent that such obligations to perform have accrued,
and no breach or default  (or, to the Add-On  Shareholder's  knowledge,  alleged
breach or default)  or event  which  would (with the passage of time,  notice or
both) constitute a breach or default or loss of rights or benefits by

     Neither  Add-On  Exchange or, to the Add-On  Shareholder's  knowledge,  any
other party or obligor with respect thereto,  has occurred or, assuming that the
requisite  approvals  and  permits  set  forth on  Exhibit  8.9 are  sought  and
obtained,  as a  result  of the  execution,  delivery  and  performance  of this
Agreement will occur,  except for such, as individually or in the aggregate,  as
would not have a material adverse effect on Add-On Exchange.  True,  correct and
complete copies of all material agreements  identified in Exhibit 8.6, including
all amendments and supplements, have been delivered to GOIG.

     Section  8.7  Changes.  Since the  execution  of the last  Letter of Intent
concerning  these  transactions,  there has not been:  (a) excluding any changes
which may occur after the date of this Agreement as a result of the transactions
contemplated by this Agreement,  any change (other than changes affecting Add-On
Exchange'  industry  generally) that has or would have a material adverse effect
on the Business, except (i) changes resulting from the sale of all of the assets
and assumptions of the liabilities contemplated in this Agreement,  (ii) changes
in the ordinary course of business,  which have not been, individually or in the
aggregate, materially adverse to Add-On Exchange.

                                 Page 15 of 59
<PAGE>
                                October 17, 2010


(b) any  damage,  destruction  or loss,  whether or not  covered  by  insurance,
materially and adversely affecting the assets, properties,  financial condition,
cash flows or operating results of Add-On Exchange, taken as a whole;

(c) any waiver by Add-On  Exchange of a valuable  right or of a debt owed to it,
except for such as have not been,  individually  or in the aggregate  materially
adverse to the Business;

(d) any  satisfaction or discharge of any lien,  claim of encumbrance or payment
of any obligation by Add-On Exchange,  except in the ordinary course of business
and  that  is not  material  to the  assets,  properties,  financial  condition,
operating results or Business (as such Business is presently conducted);

(e) any change in the outstanding capital stock of Add-On Exchange;

(f) any loan, guaranty or other extension of credit to any Person;

(g) any material  change in any  compensation  arrangement or agreement with any
key employee; or

(h) other than  dispositions  of surplus  equipment,  furniture and fixtures and
dispositions  of  inventory  in the  ordinary  course  of  business,  any  sale,
disposition,  transfer or encumbrance  of any material  property owned by Add-On
Exchange, or any termination, modification or amendment of any material lease of
property to which Add-On Exchange was a party.

     Section 8.8 Properties.  As of the Closing,  Add-On Exchange shall not have
any  operating  assets  and all  liabilities  shall  have  been  assumed  by the
purchaser of such operating assets or paid in full.

     Section 8.9  Authorization;  No  Conflicts.  The  execution,  delivery  and
performance of this Agreement by the Add-On  Exchange  Shareholder has been duly
and  validly  authorized  the  Add-On  Exchange  Shareholder  and by  all  other
necessary  corporate  or  company  action  on the  part of the  Add-On  Exchange
Shareholder. This Agreement constitutes the legally valid and binding obligation
of the Add-On  Exchange  Shareholder,  enforceable  against the Add-On  Exchange
Shareholder in accordance with its terms,  except as such  enforceability may be
limited by bankruptcy, insolvency, reorganization,  moratorium and other similar
laws  and  equitable  principles  relating  to  or  limiting  creditors'  rights
generally.  The  execution,  delivery and  performance  of this Agreement by the
Add-On  Exchange  Shareholder  will not directly or indirectly  (a)  contravene,
conflict with, violate, or constitute a breach or default (whether upon lapse of
time and/or the occurrence of any act or event or otherwise) under any provision
of the charter documents or by-laws of the Add-On Exchange  Shareholder,  Add-On
Exchange or any  resolution  adopted by the  managers or board of  directors  or
stockholders of the Add-On Exchange  Shareholder or Add-On Exchange,  (b) result
in the  imposition  of any  encumbrance  against any material  asset or property
owned, licensed or leased by Add-On Exchange,  or (c) contravene,  conflict with

                                 Page 16 of 59
<PAGE>
                                October 17, 2010


or result in a violation of any Law or Order to which Add-On  Exchange or any of
the assets owned licensed or leased by any of them are subject,  except, in each
of Sections (b) through (c), for such contraventions, conflicts, impositions and
violations,  which,  individually  or in the  aggregate,  do not have a material
adverse effect on the Business.  Exhibit 8.9 lists,  as of the date hereof,  all
Approvals and Permits required to be obtained by the Add-On Exchange Shareholder
or Add-On Exchange to consummate the transactions contemplated by this Agreement
and to permit  GOIG to operate  the Add-On  Exchange  without  loss of  material
rights,  other than those which have been  previously  obtained.  Except for the
Approvals  and Permits  identified  on Exhibit  8.9 as  requiring  that  certain
actions be taken by or with respect to a third party or governmental entity, the
execution,  delivery and  performance of this  Agreement by the Add-On  Exchange
Shareholder  will not require any material filing or  registration  with, or the
issuance of any material  Approval or Permit by, any third party or Governmental
Entity.

     Section 8.10 Legal  Proceedings  and Certain Labor  Matters.  Except as set
forth in Exhibit 8.10,  there is no order or action  pending,  or, to the Add-On
Exchange Shareholder' knowledge,  threatened,  against Add-On Exchange or any of
their respective  properties or assets that individually or when aggregated with
one or more other such orders or actions has, or, if determined adversely to the
interests of the Add-On  Exchange  Shareholder,  Add-On  Exchange or GOIG can be
reasonably  expected to have, a material  adverse  effect on the Business or the
Add-On  Exchange  Shareholder'  ability to perform  its  obligations  under this
Agreement. There is no organized labor strike, dispute, slowdown or stoppage, or
collective  bargaining or unfair labor  practice claim pending or, to the Add-On
Exchange  Shareholder'  knowledge,   threatened,  against  or  affecting  Add-On
Exchange. Exhibit 8.10 lists, each pending order and each action that involves a
claim or potential claim of aggregate liability in excess of $25,000 against, or
that enjoins or seeks to enjoin any activity of Add-On Exchange.

     Section  8.11  Compliance  with Law.  Add-On  Exchange  has  conducted  the
Business in all material  respects in accordance  with applicable Law (including
the  receipt  of all  Permits  material  to the  conduct  of the  Business).  No
suspension,  cancellation or termination of any material  Permits is pending or,
to the Add-On Exchange Shareholder' knowledge, threatened.

     Section 8.12 Environmental Compliance.  Add-On Exchange' properties are, in
all material respects, in compliance with all applicable Environmental Laws, and
Add-On  Exchange  has no  knowledge  and has  received no notice of any material
unresolved  violation  or alleged  violation  of any  Environmental  Laws in its
conduct of the Business.

     Section 8.13 Dividends and Other Distributions.  There has been no dividend
or other  distribution  of assets or  securities  by  Add-On  Exchange,  whether
consisting of money, property or any other thing of value,  declared,  issued or
paid  subsequent  to the date of the latest  financial  statements of the Add-On
Exchange.

                                 Page 17 of 59
<PAGE>
                                October 17, 2010


     Section  8.14  Employee  Benefits.  There are no Employee  Pension  Benefit
Plans,  Employee Welfare Benefit Plans or any other significant employee benefit
arrangements   maintained  by  Add-On  Exchange  or  to  which  Add-On  Exchange
contribute  or to which Add-On  Exchange  would have any liability or obligation
(collectively,  the  "Add-On  Exchange  Plans").  With  respect  to each  Add-On
Exchange  Plan:  (a) such  Add-On  Exchange  Plan has been  administered  in all
material  respects in accordance with its terms and, to the extent it is subject
to any  requirements  under  applicable  laws and  regulations,  complies in all
material  respects  therewith;  (b)  all  contributions  payable  by the  Add-On
Exchange  Shareholder,  Add-On Exchange,  or any of their respective  Affiliates
which are due, if any, to such Add-On  Exchange Plan have been paid in full; (c)
the Add-On  Exchange  Shareholder  has delivered to GOIG complete  copies of the
current plan documents with respect to the Add-On Exchange Plans,  together with
copies of any and all amendments  thereof adopted  through the date hereof;  (d)
there is no pending or  threatened  legal action,  proceeding  or  investigation
against such Add-On  Exchange Plan or the assets of any of the trusts under such
Add-On Exchange Plan that is reasonably likely to have a material adverse effect
on the Business;  and (e) there have been no non-exempt prohibited  transactions
or breaches of fiduciary duty with respect to such Add-On Exchange Plan that are
reasonably likely to have a material adverse effect on the Business.

     Section 8.15 Bank Accounts,  Powers,  etc.  Exhibit 8.15 lists,  each bank,
trust  company,  savings  institution,  brokerage  firm,  mutual  fund or  other
financial  institution with which Add-On Exchange has an account or safe deposit
box and the names and  identification of all Persons  authorized to draw thereon
or to have access thereto.

     Section 8.16 No Brokers or Finders. No agent, broker, finder, or investment
or commercial  banker, or other Person or firm engaged by or acting on behalf of
the Add-On  Exchange  Shareholder,  Add-On  Exchange or any of their  respective
affiliates in connection with the negotiation,  execution or performance of this
Agreement or the  transactions  contemplated  by this  Agreement,  is or will be
entitled to any  brokerage or finder's or similar fee or other  commission  as a
result of this Agreement or such transactions.

     Section  8.17  Certain  Interests.  No  controlled  Affiliate of the Add-On
Exchange Shareholder,  Add-On Exchange,  nor any officer,  director or Affiliate
thereof,  has any material interest in any property used in or pertaining to the
Business  or, to the Add-On  Exchange  Shareholder'  knowledge,  any customer or
supplier doing business with Add-On Exchange.

     Section 8.18  Disclaimer  of  Representations  and  Warranties.  The Add-On
Exchange  Shareholder  acknowledge  and agree that the  purchase and sale of the
GOIG  Shares  hereunder  shall be without  representation  or  warranty by GOIG,
express or implied, except as specifically set forth in Article IX.

     Section 8.19 Product Liabilities. The Add-On Exchange is not subject to any
claims,  liabilities  or  penalties  for product  liability,  including  but not
limited  liabilities  arising in tort or under the  provisions  of,  among other

                                 Page 18 of 59
<PAGE>
                                October 17, 2010


laws, the Federal  Hazardous  Substances Act and the Federal  Consumer  Products
Safety  Act or any  present or future  action by the  Consumer  Products  Safety
Commission (the "CPSC") or other federal, provincial or state agency.

     Section 8.20 Product  Returns.  The Add-On  Exchange is not and will not be
liable for any claims, present or future, in connection with product returns.

     Section 8.21.  Intellectual Property Claims. The Add-On Exchange is not and
will  not be  liable  for  any  claims,  present  or  future,  with  respect  to
intellectual  property,  in connection  with  copyrights,  trademarks,  patents,
licenses,  royalties,  or otherwise,  including claims for infringement,  libel,
slander, defamation, misrepresentation or fraud.

     Section 8.22. Employees;  Employee  Compensation;  Stock Grants. At time of
Closing,  Add-On  Exchange will not have any employees,  be liable for any past,
present or future  employee  compensation of any kind and the Add-On Exchange is
not and will not be  obligated  to make nor be liable  for any  stock  grants to
employees.

                                   ARTICLE IX
              REPRESENTATIONS, WARRANTIES AND UNDERTAKINGS OF GOIG

     Section 9.1  Warranties  of GOIG.  GOIG  hereby  represents,  warrants  and
undertakes to Add-On Exchange (to the intent that the provisions of this Section
shall continue to have full force and effect notwithstanding Closing) that:

(a) Organization,  Good Standing and  Qualification.  GOIG is a corporation duly
organized  and  validly  existing  under  the  laws  of  Nevada  and  is  not in
liquidation  or  receivership.  GOIG  has  all  requisite  corporate  power  and
authority to own and operate its properties  and assets,  to execute and deliver
this  Agreement,  to allot and issue the GOIG  Shares  subject  to the terms and
conditions of this Agreement,  to carry out the provisions of this Agreement and
to carry on its business as presently  conducted and as presently proposed to be
conducted. The articles of incorporation of GOIG comply with the requirements of
applicable  Nevada law and are in full force and effect.  GOIG is duly qualified
and  is  authorized  to  do  business  and  is in  good  standing  as a  foreign
corporation  in all  jurisdictions  in which the nature of its activities and of
its  properties  (both owned and  leased)  makes such  qualification  necessary,
except  for  those  jurisdictions  in which  failure  to do so could  not have a
Material Adverse Effect on GOIG.

 (b) Subsidiaries.  GOIG does not beneficially own, directly or indirectly,  any
interest in any subsidiary of GOIG.

(c) Validly Issued Shares. When issued in compliance with the provisions of this
Agreement,  the GOIG Shares will be validly  issued and  credited as fully paid,
will rank pari passu in all respects  with all existing  issued common shares of
GOIG  and  will be free of any  restrictions,  limits,  claims,  liens  or other
encumbrances;  provided,  however,  that  the  GOIG  Shares  may be  subject  to

                                 Page 19 of 59
<PAGE>
                                October 17, 2010


restrictions  on transfer under United States  securities laws or regulations as
set forth herein or as otherwise required by such laws at the time a transfer is
proposed.

(d) Authorization;  Binding Obligations. All actions on the part of GOIG and its
officers, directors and stockholders necessary for the authorization,  execution
and delivery of this  Agreement,  the  performance  of all  obligations  of GOIG
hereunder and the authorization, allotment and issuance and delivery of the GOIG
Shares  pursuant  hereto has been taken or will be taken prior to Closing.  This
Agreement has been duly  executed and  delivered by GOIG,  and (assuming the due
authorization,  execution and delivery hereof by Add-On Exchange) this Agreement
is a valid and binding  obligation of GOIG  enforceable  in accordance  with its
terms,   except   (a)  as   limited  by   applicable   bankruptcy,   insolvency,
reorganization,  moratorium  or  other  laws of  general  application  affecting
enforcement  of  creditors'  rights and (b)  general  principles  of equity that
restrict the availability of equitable remedies. The issuance of the GOIG Shares
is not subject to any  preemptive  or similar  rights or rights of first refusal
that have not been properly waived or complied with.

(e)  Capitalization.  The  issued  share  capital  of GOIG as of the date of the
Adequate Current Information is as set forth in the Adequate Current Information
under the headings  "Capitalization"  and  "Description of Common  shares".  The
shares  constituting  the issued share capital of GOIG have been duly authorized
and validly issued, are credited as fully paid and are not subject to preemptive
or similar rights. As of the date of the Adequate Current Information and except
as described or expressly  contemplated by the Letter of Intent concerning these
transactions,   Agreement  and  the  Adequate  Current  Information   (including
footnotes to the financial  statements and tables contained therein) referred to
in the Adequate Current Information,  there are no outstanding rights (including
without  limitation,  preemptive  rights)  warrants  or options to  acquire,  or
instruments  convertible into or exchangeable for, any material number of common
shares or any other  class of  shares or equity  interest  in GOIG or any of its
subsidiaries,  or  any  contract,   commitment,   agreement,   understanding  or
arrangement  of any kind  relating  to the  issuance of any  material  number of
shares  of  GOIG  or  any  subsidiary,  any  such  convertible  or  exchangeable
securities or any such rights, warrants or options.

(f) Consents and  Approvals;  No  Violations.  Except for the filings,  permits,
authorizations,  consents  and  approvals  as may  be  required  under  relevant
securities  laws and  regulations,  if  applicable,  and  applicable  Pink Sheet
regulations,   including  without  limitation  the  requisite  approval  by  the
shareholders of GOIG, if applicable,  of the transactions  contemplated  hereby,
none of the  execution,  delivery or  performance of this Agreement by GOIG, the
consummation by GOIG of the  transactions  contemplated  hereby or compliance by
GOIG with any of the  provisions  hereof will (a) conflict with or result in any
breach of any provision of the  certificate of  incorporation  or memorandum and
articles  of  association  of GOIG,  (b)  require  any filing  with,  or permit,
authorization,  consent or approval of, any governmental entity, (c) result in a
violation  or breach of, or  constitute  (with or without due notice or lapse of
time or both) a default (or give rise to any right of termination,  cancellation
or acceleration) under, any of the terms,  conditions or provisions of any note,
bond,  mortgage,   indenture,  lease,  license,  contract,  agreement  or  other
instrument or obligation to which GOIG or any of its material  subsidiaries is a
party or by which any of them or any of their  respective  properties  or assets
may be bound, or (d) violate any order, writ, injunction,  decree, statute, rule
or regulations  applicable to GOIG, any of its material  subsidiaries  or any of

                                 Page 20 of 59
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                                October 17, 2010


their properties or assets,  excluding from the foregoing  Sections (b), (c) and
(d) such  violations,  breaches or defaults which would not,  individually or in
the  aggregate,  have a material  adverse effect on GOIG's ability to consummate
the transactions.

(g) The Adequate Current Information.  The Adequate Current Information of GOIG,
as at June 30, 2010 (the "Adequate  Current  Information"),  a copy of which has
been provided to Add-On Exchange by GOIG, did not as of the date thereof contain
any untrue  statement  of a  material  fact or omit to state any  material  fact
necessary  in  order  to  make  the  statements  therein,  in the  light  of the
circumstances under which they were made, not misleading.

(h) Financial  Statements.  The  historical  consolidated  financial  statements
included  in the  Adequate  Current  Information  present  fairly the  financial
position of and GOIG and their  subsidiaries,  have been  prepared in conformity
with the generally accepted accounting  principles applied on a consistent basis
and fairly present the combined financial condition and results of operations of
GOIG at the dates and for the periods  presented;  and the  assumptions  used in
preparing the pro forma financial  statements  included in the Adequate  Current
Information  provide a reasonable  basis for presenting the significant  effects
directly  attributable to the  transactions  or events  described  therein,  the
related pro forma adjustments give appropriate effect to those assumptions,  and
the  pro  forma  columns  therein  reflect  the  proper   application  of  those
adjustments to the  corresponding  historical or pro forma  financial  statement
amounts.

(i)  Absence  of  Certain  Changes.  Since  the  date  of the  Adequate  Current
Information  and other than in  connection  with  acquisitions  in the  ordinary
course of  business,  neither GOIG nor any of its  subsidiaries  has (i) entered
into or assumed any material  contract,  (ii) incurred,  assumed or acquired any
material liability (including contingent liability) or other obligation or (iii)
acquired or  disposed of or agreed to acquire or dispose of any  business or any
other material asset that are not described in the Adequate Current Information.
Except as  disclosed  in the  Adequate  Current  Information  and other  than in
connection with acquisitions in the ordinary course of business,  since the date
thereof, there has not been any change that would have a material adverse effect
on the  business,  assets,  financial  condition or  operations  of GOIG and its
subsidiaries,  taken as a whole,  and, except as disclosed in or contemplated by
the Adequate Current Information,  there has been no dividend or distribution of
any kind declared, paid or made by GOIG on any class of its capital stock.

(j) Withholding Taxes. Except as disclosed in the Adequate Current  Information,
under  current  laws  and  regulations  of any  relevant  jurisdiction  and  any
political  subdivision thereof,  all dividends and other distributions  declared
and  payable on the GOIG  Shares  may be paid by GOIG to the  holder  thereof in
United  States  dollars that may be converted  into foreign  currency and freely
transferred any  jurisdiction  and all such payments made to holders thereof who
are  non-residents of any relevant  jurisdiction  will not be subject to income,
withholding  or  other  taxes  under  laws  and   regulations  of  any  relevant
jurisdiction or any political subdivision or taxing authority thereof or therein
and will  otherwise  be free and clear of any other tax,  duty,  withholding  or
deduction in any relevant  jurisdiction  or any political  subdivision or taxing
authority  thereof or  therein  and  without  the  necessity  of  obtaining  any
governmental  authorization  in  any  relevant  jurisdiction  or  any  political
subdivision or taxing authority thereof or therein.

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                                October 17, 2010


(k) No Liability.  Upon issuance of the GOIG Shares to Add-On  Exchange,  Add-On
Exchange  shall not be subject to any  liability in respect of any  liability of
GOIG by virtue only of its holding of any such GOIG Shares.

(l)  Approval for  Listing.  On or prior to Closing,  the GOIG Shares shall have
been approved for listing and are trading on the Pink Sheets.

(m) Purchase for Own Account.  The Add-On Exchange Shares are being acquired for
investment  for GOIG's own  account,  not as a nominee or agent,  and not with a
view to the public  resale or  distribution  thereof  within the  meaning of the
Securities  Act,  and GOIG has no present  intention  of selling,  granting  any
participation in, or otherwise  distributing the same. GOIG also represents that
it has not been formed for the specific purpose of acquiring the Add-On Exchange
Shares.

(n)  Investment  Experience.  GOIG  understands  that the purchase of the Add-On
Exchange Shares involves substantial risk. GOIG has experience as an investor in
securities of companies and acknowledges that it is able to fend for itself, can
bear the economic risk of its investment in the Add-On  Exchange  Shares and has
such  knowledge  and  experience  in  financial  or business  matters that it is
capable of  evaluating  the merits  and risks of this  investment  in the Add-On
Exchange  Shares  and  protecting  its own  interests  in  connection  with this
investment.

(o)  Restricted  Securities.  GOIG  hereby  acknowledges  and agrees with Add-On
Exchange  that the Add-On  Exchange  Shares have not been  registered  under the
Securities  Act and may not be offered or sold except  pursuant to  registration
statement  or  to  an  exemption  from  the  registration  requirements  of  the
Securities  Act, GOIG further  agrees that it has not entered and will not enter
into any contractual arrangement with respect to the distribution or delivery of
the Add-On Exchange Shares..

(p) Legends.  GOIG agrees that the  certificates  for the Add-On Exchange Shares
shall bear the following legend:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR WITH ANY STATE SECURITIES  COMMISSION,  AND MAY NOT BE
TRANSFERRED  OR  DISPOSED  OF BY THE  HOLDER IN THE  ABSENCE  OF A  REGISTRATION
STATEMENT  WHICH IS EFFECTIVE  UNDER THE  SECURITIES  ACT OF 1933 AND APPLICABLE
STATE  LAWS  AND  RULES,  OR,  UNLESS,  IMMEDIATELY  PRIOR  TO THE  TIME SET FOR
TRANSFER,  SUCH TRANSFER MAY BE EFFECTED WITHOUT VIOLATION OF THE SECURITIES ACT
OF 1933 AND OTHER APPLICABLE STATE LAWS AND RULES.

THE SHARES  REPRESENTED  BY THIS  CERTIFICATE  ARE  SUBJECT TO  RESTRICTIONS  ON
TRANSFER  CONTAINED  IN THE SHARE  EXCHANGE  AGREEMENT  DATED  OCTOBER 14, 2010,
BETWEEN THE COMPANY AND THE HOLDER, A COPY OF WHICH IS ON FILE WITH THE COMPANY.

                                 Page 22 of 59
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                                October 17, 2010


In addition,  GOIG agrees that in the event Add-On Exchange  reasonably believes
that  GOIG has  failed  to  comply  with  the  terms  of this  Agreement  or the
requirements  of the  Securities  Act,  Add-On  Exchange may place stop transfer
orders  with  its  transfer  agents  with  respect  to  such  certificates.  The
appropriate  portion of the legend and the stop transfer  orders will be removed
promptly  upon  delivery  to Add-On  Exchange of such  satisfactory  evidence as
reasonably may be required by Add-On  Exchange,  that such legend or stop orders
are not required to ensure compliance with the Securities Act.

                                    ARTICLE X
                   RESTRICTION ON ANNOUNCEMENTS AND DISCLOSURE

     Section 10.1  Announcements.  Subject as provided in Section 10.2,  neither
Party  shall  make any  public  announcement  in  relation  to the  transactions
contemplated hereby without having consulted with the other Party.

     Section 10.2 Pink Sheet Announcements.  This Section shall not apply to any
announcement  required to be made pursuant to the rules of the Pink Sheets as to
the  contents of which the Party making the same shall have  consulted  with the
other Party and obtained approval from the Pink Sheets as may be required.

                                   ARTICLE XI
                                  MISCELLANEOUS

     Section  11.1  Costs.  Each  Party  shall pay its own  costs  and  expenses
incurred in connection with the preparation,  negotiation and settlement of this
Agreement.

     Section 11.2 Fees for Issuing Shares. All fees and duties (if any) relating
to the issue of the Add-On  Exchange  Shares shall be borne by Add-On  Exchange.
Capital duty and all other fees and duties (if any) relating to the issue of the
GOIG Shares shall be borne by GOIG.

     Section  11.3  Expenses of Sale.  To the extent and only to the extent paid
prior to the  Closing  or  accrued  on the  Closing  Balance  Sheet,  the Add-On
Exchange  Shareholder  shall  be  responsible  for the  following  extraordinary
out-of-pocket  expenses actually incurred by the Add-On Exchange  Shareholder or
Add-On  Exchange  in  connection  with  the  sale of the  Stock  hereunder:  (a)
pre-Closing  fees,  expenses and  disbursements  of legal counsel,  accountants,
consultants  and  other  advisors,   (b)   pre-Closing   expenses   relating  to
arrangements  for  due  diligence  investigations  of  Add-On  Exchange  and the
Business by  prospective  buyers,  including,  but not  limited to,  expenses to
secure premises, equipment, personnel and other services, and (c) the other sale
expenses set forth on Exhibit 5.6.

     Section 11.4 Notices.  Any notice,  demand or other  communication given or
made  under this  Agreement  shall be in writing  and  delivered  or sent to the
relevant  Party at its address or facsimile  number set out below (or such other

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                                October 17, 2010


address or facsimile number as the addressee has by five (5) days' prior written
notice specified to the other Party):

To: GoIP Global, Inc.
475 Park Avenue South
Suite 3001
New York, NY  10016

With copies to:
Bradley E. Essman, Esq.
[REDACTED]

To: Malcolm Myers
[REDACTED]

To: Add-On Exchange, Inc.
Attn: John Rafuse, CEO
[REDACTED]

To: Add-On Exchange, Inc.
410 Park Avenue, 15th Floor
New York, NY 10022

Any notice,  demand or other  communication  so addressed to the relevant  Party
shall be deemed to have been  delivered:  (a) if given or made by  letter,  when
actually  delivered  to the  relevant  address;  and  (b) if  given  or  made by
facsimile, when transmitted,  subject to machine-printed confirmation of receipt
being received by the sender.

     Section 11.5 Further  Assurances.  Each Party undertakes to the other Party
to execute or procure to be executed all such  documents and to do or procure to
be done all such other acts and things as may be  reasonable  and  necessary  to
give both Parties the full benefit of this Agreement.

     Section 11.6 Effect of Agreement.  This  Agreement  shall be binding on and
inure  solely to the benefit of Add-On  Exchange  and GOIG and their  respective
successors and assigns.  Neither Party shall assign any of its rights  hereunder
without  the  prior  consent  of the other  Party,  which  consent  shall not be
unreasonably withheld.

     Section  11.7  Waiver.  The exercise of or failure to exercise any right or
remedy of any reach of this  Agreement  shall not,  except as  provided  herein,
constitute  a waiver by such  Party of any other  right or remedy it may have in
respect of that breach.

      Section  11.8 Rights Upon  Breach.  Any right or remedy  conferred by this
Agreement  on any  Party  for  breach  of  this  Agreement  by the  other  Party
(including without limitation the breach of any  representations and warranties)

                                 Page 24 of 59
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                                October 17, 2010


shall be in addition  and without  prejudice  to all other  rights and  remedies
available to it in respect of that breach.

     Section 11.9  Undertakings  After Closing.  Any provision of this Agreement
which is capable of being  performed  after Closing but which has not been fully
and  completely  performed  at or before  Closing  and all  representations  and
warranties and other undertakings  contained in or entered into pursuant to this
Agreement shall remain in full force and effect notwithstanding Closing.

     Section  11.10 Entire  Agreement.  This  Agreement  constitutes  the entire
agreement  between the Parties with respect to its subject matter (neither Party
having relied on any representation or warranty made by the other Party which is
not contained in this  Agreement)  and no variation of this  Agreement  shall be
effective unless made in writing and signed by all of the Parties.

     Section 11.11 Effect of Previous Agreements.  This Agreement supersedes all
and any previous agreements,  arrangements or understanding  between the Parties
relating to the  matters  referred to in this  Agreement  and all such  previous
agreements,  arrangements  or  understanding  (if any)  shall  cease to have any
effect from the date hereof.

     Section  11.12  Survival  of Terms.  If at any time any  provision  of this
Agreement is or becomes  illegal,  void or  unenforceable  in any  respect,  the
remaining provisions hereof shall in no way be affected or impaired thereby.

                                   ARTICLE XII
                                     GENERAL

     Section 12.1 Amendments; Waivers. This Agreement and any Exhibit or Exhibit
attached  hereto may be amended  only by an  agreement  in writing  executed  on
behalf  of both  GOIG and the  Add-On  Exchange  Shareholder.  No  waiver of any
provision nor consent to any exception to the terms of this  Agreement  shall be
effective unless in writing and signed by the Party to be bound and then only to
the specific purpose, extent and instance so provided.

     Section 12.2 Exhibits and  Exhibits;  Integration.  Each Exhibit  delivered
pursuant to the terms of this Agreement shall be in writing and shall constitute
a part of this  Agreement,  although  such Exhibits need not be attached to each
copy of this  Agreement.  This  Agreement,  together  with such Exhibits and the
letters  between  the  Parties  of even date  herewith,  constitutes  the entire
agreement  between  the Parties  pertaining  to the  subject  matter  hereof and
supersedes all prior agreements and  understandings of the Parties in connection
therewith, including the Letter of Intent last executed by the Parties.

     Section  12.3  Reasonable  Efforts.  Each Party  will use its  commercially
reasonable  efforts  to  cause  all  conditions  to its  and the  other  Party's
obligations  hereunder to be timely satisfied,  to the end that the transactions

                                 Page 25 of 59
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                                October 17, 2010


contemplated  by this Agreement  shall be effected  substantially  in accordance
with its terms as soon as reasonably practicable.

     Section 12.4 Further  Assurances.  (a) Subject to the terms and  conditions
herein  provided,  each of the  Parties  hereto  agrees to use its  commercially
reasonable  efforts to take or cause to be taken, all action, and to do or cause
to be done, all things necessary, proper or advisable,  whether under applicable
laws  and  regulations  or  otherwise,   to  remove  any  injunctions  or  other
impediments  or delays,  legal or  otherwise,  in order to  consummate  and make
effective the transactions  contemplated by this Agreement.  (b) Notwithstanding
the foregoing, or anything to the contrary contained in this Agreement,  neither
Party nor any of its  affiliates  shall be required to divest  themselves of any
significant assets or properties or agree to limit the ownership or operation of
a Party or any of its  affiliates,  of any  significant  assets  or  properties,
including  without  limitation  the assets to be acquired  under this  Agreement
except as  provided  herein,  in order to  perform  its  obligations  under this
Agreement.

     Section 12.5 Governing Law. This Agreement, the legal relations between the
Parties and any Action,  whether contractual or  non-contractual,  instituted by
any  Party  with  respect  to  matters  arising  under or  growing  out of or in
connection  with or in  respect  of this  Agreement  shall  be  governed  by and
construed in  accordance  with the laws of the State of New York  applicable  to
contracts  made and  performed in such State and without  regard to conflicts of
law doctrines.

     Section  12.6 No  Assignment.  Neither  this  Agreement  nor any  rights or
obligations under it are assignable, except that GOIG may assign its rights, but
not its obligations,  hereunder to any wholly owned subsidiary of GOIG.  Subject
to the  foregoing  sentence,  this  Agreement  is binding upon and inures to the
benefit  of and is  enforceable  by the  Parties  hereto  and  their  respective
successors and permitted assigns.

     Section 12.7 Headings.  The descriptive headings of the Articles,  Sections
and subsections of this Agreement are for convenience only and do not constitute
a part of this Agreement.

     Section 12.8  Counterparts.  This Agreement and any amendment hereto or any
other agreement or document  delivered pursuant hereto may be executed in one or
more counterparts and by different Parties in separate counterparts. All of such
counterparts  shall  constitute one and the same agreement or other document and
shall  become  effective  unless  otherwise  provided  therein  when one or more
counterparts have been signed by each Party and delivered to the other Party.

     Section  12.9 Parties in Interest.  Except as  expressly  provided  herein,
nothing in this  Agreement,  express or implied,  is intended to confer upon any
other person any rights or remedies of any nature  whatsoever under or by reason
of this Agreement.

                                 Page 26 of 59
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                                October 17, 2010


     Section  12.10  Attorneys'  Fees.  In the event of any  Action by any Party
arising  under or out of, in  connection  with or in respect of this  Agreement,
including any participation in bankruptcy proceedings to enforce against a Party
a right or claim in such proceedings,  the prevailing party shall be entitled to
reasonable  attorneys'  fees,  costs  and  expenses  incurred  in  such  Action.
Attorneys' fees incurred in enforcing any judgement in respect of this Agreement
are  recoverable  as a separate  item.  The Parties  intend  that the  preceding
sentence be severable from the other  provisions of this Agreement,  survive any
judgement and, to the maximum extent permitted by law, not be deemed merged into
such judgement.

     Section  12.11  Representation  By  Counsel;  Interpretation.   The  Add-On
Exchange Shareholder,  Add-On Exchange and GOIG each acknowledge that each Party
to this  Agreement  has been  represented  by  counsel in  connection  with this
Agreement and the transactions contemplated by this Agreement.  Accordingly, any
rule of Law or any legal  decision  that  would  require  interpretation  of any
claimed  ambiguities in this Agreement  against the Party that drafted it has no
application and is expressly  waived.  The provisions of this Agreement shall be
interpreted  in a reasonable  manner to effect the intent of GOIG and the Add-On
Exchange Shareholder.

     Section  12.12  Severability.   If  any  provision  of  this  Agreement  is
determined to be invalid,  illegal or unenforceable by any governmental  entity,
the remaining provisions of this Agreement shall remain in full force and effect
provided that the  essential  terms and  conditions  of this  Agreement for both
Parties remain valid,  binding and enforceable.  To the extent permitted by Law,
the Parties  hereby to the same extent  waive any  provision of Law that renders
any provision hereof prohibited or unenforceable in any respect.

     Section 12.13  Dispute  Resolution;  Agreement to Arbitrate.  Except to the
extent  that any  specific  Dispute  resolution  mechanism  has  been  otherwise
provided  for in this  Agreement  (or such  mechanism  has been  pursued  to its
conclusion  and  either the  Dispute  (as  defined  below) in  question  remains
unresolved or the resolution  reached by such process has not been honored),  in
the event that any Dispute arises between or among GOIG, Add-On Exchange and the
Add-On Exchange  Shareholder  with respect to this Agreement or the transactions
contemplated  hereby, the following procedures shall apply. (a) The Parties will
attempt  in good faith to  resolve  any  dispute,  controversy  or claim  under,
arising out of, relating to or in connection with this Agreement, including, but
not  limited  to,  the  negotiation,  execution,  interpretation,  construction,
performance,  non-performance, breach, termination, validity, scope, coverage or
enforceability of this Agreement or any alleged fraud in connection therewith (a
"Dispute"),  promptly by negotiations between appropriate senior officers of the
Parties.  If any such Dispute should arise,  appropriate senior officers of GOIG
and Add-on Exchange and the Add-On Exchange  Shareholder will meet at least once
within 20 days after notice of such Dispute is given by a Party and will attempt
to resolve the matter.  Nothing  herein,  however,  shall  prohibit a Party from

                                 Page 27 of 59
<PAGE>
                                October 17, 2010


initiating  arbitration  proceedings  pursuant to this  Agreement  if such Party
reasonably  believes it would be  substantially  prejudiced by a 50-day delay in
commencing arbitration  proceedings;  provided,  however, that the initiation of
arbitration  proceedings  shall not relieve the Parties of their  obligations to
mediate Disputes pursuant to this Agreement.  Either  representative may request
the other to meet again within 14 days thereafter, at a mutually agreed time and
place.  (b) If the matter has not been  resolved  within 30 days after the first
meeting  of  the  representatives  (which  period  may  be  extended  by  mutual
agreement), the Parties will attempt in good faith to resolve the controversy or
claim in accordance  with the Center for Public  Resources  Model  Procedure for
Mediation of Business Disputes as in effect at such time. The costs of mediation
shall be shared  equally by the  Parties.  Any  settlement  reached by mediation
shall be resolved in writing,  signed by the Parties and binding on the Parties.
The place of any such  mediation  shall be New York, New York. (c) If the matter
has not been resolved pursuant to the foregoing  procedures within 60 days after
the first meeting (which period may be extended by mutual agreement), the matter
shall be resolved,  at the request of either Party, by arbitration  conducted in
accordance  with  the  provisions  of the  Federal  Arbitration  Act  (9  U.S.C.
(S)(S)1-16)  and in accordance  with the Center for Public  Resources  Rules for
Non-Administered  Arbitration of Business  Disputes as then in effect,  by three
neutral arbitrators selected by the Parties as follows.  Each Party shall select
a neutral  arbitrator,  subject to  objection  of the other  Party,  and the two
neutral  arbitrators  chosen  by  the  Parties  shall  select  a  third  neutral
arbitrator. If the two neutral arbitrators selected by the Parties are unable to
agree on the selection of the third arbitrator,  they shall select an arbitrator
according to the procedures established by the Center for Public Resources Rules
for  Non-Administered  Arbitration of Business  Disputes as then in effect.  The
arbitration of such issues, including the determination of any amount of damages
suffered by any Party  hereto by reason of the acts or  omissions  of any Party,
shall be final and binding upon the Parties,  except that the  arbitrator  shall
not be  authorized  to award  punitive  damages  with respect to any such claim,
dispute  or  controversy.  The  arbitrators  shall  have the power to decide all
questions of arbitrability and of such arbitrators' jurisdiction. No Party shall
seek any  punitive  damages  relating to any matters  under,  arising out of, in
connection  with or  relating to this  Agreement.  Equitable  remedies  shall be
available in any such  arbitration.  The Parties  intend that this  agreement to
arbitrate be valid,  binding,  enforceable and irrevocable.  The substantive and
procedural  law of the  State of New York  shall  apply to any such  arbitration
proceedings.  The place of any such  arbitration  shall be New  York,  New York.
Judgment upon the award rendered by the  arbitrators may be entered by any court
having jurisdiction  thereof. (d) Notwithstanding the provisions of this Section
12.13,  either Party may seek injunctive or other  equitable  relief to maintain
the status quo before any court of competent jurisdiction in connection with any
claim,  dispute or controversy arising out of this Agreement,  without breach of
this Section 12.13 or abridgement of the powers of the arbitrators.

                                 Page 28 of 59
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                                October 17, 2010


                                  ARTICLE XIII
                      TERMINATION OF OBLIGATIONS; SURVIVAL

     Section 13.1  Termination  of  Agreement.  Anything  herein to the contrary
notwithstanding,  this  Agreement  and  the  transactions  contemplated  by this
Agreement shall automatically terminate, without any notice, demand or action by
either  party,  if the Closing does not occur on or before the close of business
on December 31, 2010 unless  extended by mutual,  written consent of the Parties
and otherwise may be terminated at any time before the Closing as follows and in
no other manner:

     (a) Mutual Consent. By mutual written consent of the Parties.

     (b)  Conditions  to GOIG's  Performance  Not Met.  By the  Add-On  Exchange
Shareholder  by written  notice to GOIG if any event occurs or condition  exists
which would render  impossible the satisfaction of one or more conditions to the
obligations  of  GOIG  to  consummate  the  transactions  contemplated  by  this
Agreement.

     (c) Conditions to Add-On Exchange'  Performance Not Met. By GOIG by written
notice to Add-On  Exchange if any event occurs or  condition  exists which would
render  impossible the  satisfaction of one or more conditions to the obligation
of  Add-On  Exchange  to  consummate  the  transactions   contemplated  by  this
Agreement.

     (d)  Material  Breach.  By GOIG or  Add-On  Exchange  if  there  has been a
material  misrepresentation  or other material  breach by the other Party in its
representations,  warranties and covenants set forth herein; provided,  however,
that the  breaching  party shall have 20 business  days after  receipt of notice
from the other Party of its intention to terminate this Agreement if such breach
continues, in which to cure such breach.

     Section 13.2 Effect of Termination.  In the event that this Agreement shall
be terminated  pursuant to Section 13.1, all further  obligations of the parties
under this  Agreement  shall  terminate;  provided that the  obligations  of the
parties  contained in Articles XI, XII and this  Articles XIII shall survive any
such  termination,  and that a termination  under Section 13.1 shall not relieve
either  Party of any  liability  for a breach  of, or for any  misrepresentation
under,  this  Agreement,  or be deemed to  constitute a waiver of any  available
remedy  (including  specific  performance  if available)  for any such breach or
misrepresentation.

     Section   13.3  Notice  of  Known   Unsatisfied   Conditions   or  Breached
Representations,  Warranties  or  Covenants.  Prior to the Closing,  each of the
Parties agrees to promptly inform the other Party of any failure to be satisfied
of any condition in its favor or the breach of any  representation,  warranty or
covenant by the other of which such party becomes aware.

                                 Page 29 of 59
<PAGE>
                                October 17, 2010


     Section 13.4 Material Defect;  Cure. If,  subsequent to the closing of this
Agreement,  either Party  determines that there is a material defect existing at
the time of closing which  contravenes  any rules,  laws or  regulations  of any
statutory, legal or regulatory body to which either Party reports, or materially
impairs the ability of either Party to conduct  business in the normal course of
affairs or become unable to execute its obligations  under all legal,  statutory
or  regulatory  bodies to which it reports,  the Parties  shall take any and all
actions necessary to cure the defect within 20 days of receipt of written notice
that such a defect exists (the "cure period").

     Section 13.5  Rescission.  If the "cure period" elapses and the responsible
Party  has  failed  to cure the  defect,  the  other  Party  shall,  at its sole
discretion, have the right to demand that this Agreement be rescinded forthwith,
and the offending  Party shall be required to enter into a Rescission  Agreement
with the demanding Party without delay.

     In Witness  Whereof,  the Parties have signed this Agreement as of the 17th
day of October 2010.

GoIP Global, Inc.


By: /s/ Isaac Sutton
   -------------------------------
   Isaac H. Sutton
   CEO

Add-On Exchange, Inc.


By: /s/ John Rafuse                              /s/ John Parkinson
   -------------------------------               -------------------------------
   John Rafuse                                   Witness
   CEO

Malcolm Myers

/s/ Malcolm Myers
   -------------------------------
Malcolm Myers, Shareholder

                                 Page 30 of 59
<PAGE>
                                October 17, 2010


                                    EXHIBITS


NO.                      EXHIBIT                                     PAGE
---                      -------                                     ----

2.1       Add-On Exchange Shareholders List                           33

2.2.      Add-On Exchange Note and Assignment                         35

7.1(b)    Add-On Exchange Subsidiaries                                49

7.1(g)    Add-On Exchange Disclosure Documents                        50

7.1(i)    Excess Liabilities                                          51

7.1(k)    Patents Owned                                               52

7.1.(m)   Consulting Agreements                                       53

8.2       Current Directors and Officers of Add-On Exchange           54

8.4(h)    Material Adverse Changes                                    55

8.4(i)    Material Liabilities                                        56

                                 Page 31 of 59
<PAGE>
                                October 17, 2010


8.6       Material Agreements                                         57

8.9       Approvals and Permits                                       58

8.10      Legal Proceedings                                           59

8.15      Bank Accounts                                               60


                                 Page 32 of 59
<PAGE>
                                October 17, 2010


                                   EXHIBIT 2.1
                     ADD-ON EXCHANGE, INC. SHAREHOLDERS LIST

One Hundred Million (100,000,000) Shares of Common Stock, $0.001 par value.

       LIST OF SHAREHOLDERS             SHARES

[REDACTED]


                                 Page 33 of 59
<PAGE>
                                October 17, 2010


                                   EXHIBIT 2.2
                    ADD-ON EXCHANGE, INC. NOTE AND ASSIGNMENT

NEITHER THIS SECURITY NOR THE  SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE
HAVE  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION  OR THE
SECURITIES   COMMISSION  OF  ANY  STATE  IN  RELIANCE  UPON  AN  EXEMPTION  FROM
REGISTRATION  UNDER THE  SECURITIES  ACT OF 1933,  AS AMENDED  (THE  "SECURITIES
ACT"),  AND,  ACCORDINGLY,  MAY NOT BE OFFERED  OR SOLD  EXCEPT  PURSUANT  TO AN
EFFECTIVE  REGISTRATION  STATEMENT  UNDER THE  SECURITIES  ACT OR PURSUANT TO AN
AVAILABLE  EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE  REGISTRATION
REQUIREMENTS  OF THE  SECURITIES  ACT AND IN ACCORDANCE  WITH  APPLICABLE  STATE
SECURITIES  LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO
SUCH  EFFECT,  THE  SUBSTANCE  OF WHICH SHALL BE  REASONABLY  ACCEPTABLE  TO THE
COMPANY.

                              ADD-ON EXCHANGE, INC.
                          CONVERTIBLE, ASSIGNABLE NOTE


Principal Amount: $500,000.00      Interest Rate: Ten Percent (10%)

Due Date: October 31, 2013         Convertible at $0.02 per Share into
Assignable                         Common Stock

THE NOTE.

FOR VALUE RECEIVED, the undersigned, Add-On Exchange, Inc. ("Add-On Exchange") a
Delaware  corporation,  the  "Maker,"  hereby  promises  to pay to the  order of
Malcolm  Myers,  the "Payee" or the "Holder",  the principal sum of Five Hundred

                                 Page 34 of 59
<PAGE>
                                October 17, 2010


Thousand and 00/100 Dollars  ($500,000.00),  plus interest at the rate specified
below.

The unpaid principal  balance  outstanding from time to time shall bear interest
prior to maturity at an annual rate of interest of Ten Percent (10%).

The Maker  hereby  agrees to pay the  entire  amount  due  hereunder,  including
principal and interest,  on or before  October 31, 2013  ("Maturity  Date"),  on
which date all unpaid  principal  and  interest due  hereunder  shall be paid in
full.  All payments shall be applied first to interest on the unpaid balance and
the remainder to principal.

Interest  hereon shall be calculated on the basis of a 360-day year prior to the
actual number of days elapsed  until all accrued and unpaid  interest is paid in
full.  All payments of  principal  and  interest  hereunder  shall be payable in
lawful currency of the United States.

If payment in full of the principal balance and accrued interest is not actually
received by the Payee on or before the  Maturity  Date,  the Maker agrees to pay
Payee a late charge equal to the above specified  interest rate plus two percent
(2%) per annum on that  delinquent  amount  until  paid.  All  interest  due and
payable  hereunder  which is not paid when due for any reason shall be cumulated
and accrue interest at the rate hereunder.

This  Convertible  Note is given in consideration of a loan by Payee to Maker in
the principal amount of the Convertible Note.

The holder of this  Convertible  Note and all assignees and  successors  thereof
shall have all the rights of a holder in due course as  provided  by the laws of
the state of New York.

Maker hereby  waives  demand,  presentment,  protest,  notice or protest  and/or
dishonor and all other notices or requirements  that might otherwise be required
by law. The Maker promises to pay on demand all costs of  collection,  including
reasonable  attorney's  fees  and  court  costs,  paid or  incurred  by Payee in
enforcing  this  Convertible  Note  upon an Event of  Default  (as that  term is
defined below) hereunder.

                                 Page 35 of 59
<PAGE>
                                October 17, 2010


The  occurrence of any of the following  shall  constitute an "Event of Default"
under this Convertible Note:

     a.   The  failure  of the Maker to make any  payment  when due  under  this
          Convertible Note;

     b.   The institution of legal proceedings by or against the Maker under any
          state  insolvency  laws,  federal  bankruptcy  law, or similar  debtor
          relief laws then in effect.

     c.   A  breach  of  any of the  terms  of  this  Note  or the  Subscription
          Agreement between the parties of even date.

Upon an Event of Default,  Payee may, at Payee's option, without notice, declare
all principal and interest due under this Convertible Note to be due and payable
immediately,  and may exercise his conversion options. Payee may waive any Event
of Default  before or after it occurs and may restore this  Convertible  Note in
full  effect  without  impairing  the right to declare  it due for a  subsequent
default.

This Note is assignable at the option of the Holder.

CONVERSION INTO COMMON STOCK

At any time prior to the Maturity  Date,  Payee shall have the option to convert
the unpaid  principal  balance  of this  Convertible  Note or any part  thereof,
together  with all  accrued  interest,  into that number of shares of the Common
Stock (the "Shares") of the Maker equal to the unpaid  principal  balance of the
Convertible Note or the amount being converted, divided by Two Cents ($0.02) per
share (the "Conversion Rate").

                                 Page 36 of 59
<PAGE>
                                October 17, 2010


Adjustments to Conversion Rate The Conversion Rate is subject to adjustment from
time to time in the event of (i) the  issuance of Common  Stock as a dividend or
distribution on any class of the Company's  capital stock; (ii) the combination,
subdivision or  reclassification  of the Common Stock; (iii) the distribution to
all holders of Common Stock of cash dividends or  distributions;  (iv) the split
or reverse split of the  Company's Com mon stock;  and/or (v) the sale of Common
Stock at a price, or the issuance of options, warrants or convertible securities
with an exercise or conversion price per share,  less than the lower of the then
current Conversion Rate equivalent price or the then current market price of the
Common Stock  (except upon exercise of options  outstanding  on the date of this
certificate or options  thereafter  granted to employees,  officers,  directors,
stockholders or consultants  pursuant to existing stock plans). No adjustment in
the Conversion  Rate will be required until  cumulative  adjustments  require an
adjustment of at least 5% in the Conversion  Rate. No fractional  shares will be
issued upon conversion,  but any fractions will be adjusted in cash on the basis
of the then current market price of the Common Stock.

Exercise In order to exercise this conversion  right,  the Payee shall surrender
this  Convertible  Note to the  Maker,  accompanied  by  written  notice  of his
intention to exercise this  conversion  right,  which notice shall set forth the
principal  amount  of  this  Convertible  Note  to  be  converted   ("Notice  of
Conversion").  Within ten (10) business days of Maker's receipt of the Notice of
Conversion  and this  Convertible  Note,  the Maker shall deliver or cause to be
delivered  to the Payee,  written  confirmation  that the Common  Stock has been
issued in the name of the Payee.

MECHANICS OF EXERCISE.

Exercise of the purchase  rights  represented  by this  Convertible  Note may be
made, in whole or in part, at any time or times on or after the Initial Exercise
Date and on or before the Due Date by delivery to the Company of a duly executed
facsimile  copy of the Notice of  Exercise  Form  annexed  hereto (or such other
office or agency of the Company as it may  designate by notice in writing to the
registered  Holder at the  address of the Holder  appearing  on the books of the
Company).  Notwithstanding anything herein to the contrary, the Holder shall not
be required to physically  surrender this  Convertible Note to the Company until
the Holder has converted all of the Note  available by conversion  hereunder and
the Note has been exercised in full, in which case,  the Holder shall  surrender
this Note to the Company for cancellation  within three Trading Days of the date
the final Notice of Exercise is  delivered  to the  Company.  The Holder and the
Company  shall  maintain  records  showing the number of shares of Common  Stock
received on conversion and the date of such purchases. The Company shall deliver
any objection to any Notice of Exercise Form within ten Business Days of receipt
of such notice.  In the event of any dispute or discrepancy,  the records of the
Holder shall be controlling and determinative in the absence of manifest error.

                                 Page 37 of 59
<PAGE>
                                October 17, 2010


Delivery of Certificates Upon Exercise.  Certificates for Common Stock shares to
be received  hereunder shall be transmitted by the transfer agent of the Company
to the Holder by physical delivery to the address specified by the Holder in the
Notice of Exercise after delivery to the Company of the Notice of Exercise Form,
surrender of this Convertible Note (if required). This Convertible Note shall be
deemed to have been  exercised on the date the Notice of Exercise is received by
the Company. The shares of Common Stock shall be deemed to have been issued, and
Holder or any other person so  designated to be named therein shall be deemed to
have become a holder of record of such shares for all  purposes,  as of the date
the Convertible Note has been exercised by Notice of Exercise.

Delivery of New Convertible  Note Upon Exercise.  If this Convertible Note shall
have been exercised in part,  the Company shall,  at the request of a Holder and
upon surrender of this Convertible Note certificate,  at the time of delivery of
the certificate or certificates  representing Common Shares, deliver to Holder a
new Convertible Note evidencing the rights of Holder to purchase the unconverted
shares  of  Common  Stock  called  for  by  this  Convertible  Note,  which  new
Convertible  Note shall in all other respects be identical with this Convertible
Note.

No  Fractional  Shares  or Scrip.  No  fractional  shares or scrip  representing
fractional shares shall be issued upon the exercise of this Convertible Note. As
to any fraction of a share which Holder would  otherwise be entitled to purchase
upon  such  exercise,  the  Company  shall at its  election,  either  pay a cash
adjustment in respect of such final fraction in an amount equal to such fraction
multiplied by the conversion price or round up to the next whole share.

Charges, Taxes and Expenses.  Issuance of certificates for Common Stock shall be
made  without  charge  to the  Holder  for any  issue or  transfer  tax or other
incidental expense in respect of the issuance of such certificate,  all of which
taxes and expenses shall be paid by the Company,  and such certificates shall be
issued in the name of the Holder or in such name or names as may be  directed by
the Holder;  provided,  however, that in the event certificates for Common Stock
are to be issued in a name other than the name of the Holder,  this  Convertible
Note when  surrendered  for exercise shall be accompanied by the Assignment Form
attached hereto duly executed by the Holder;  and the Company may require,  as a
condition  thereto,  the payment of a sum  sufficient  to  reimburse  it for any
transfer tax incidental thereto.

CERTAIN ADJUSTMENTS.

Stock Dividends and Splits.  If the Company,  at any time while this Convertible
Note is outstanding:  (A) pays a stock dividend or otherwise make a distribution
or  distributions  on shares of any Common  Stock or any other  equity or equity
equivalent  securities  payable  in  shares  of any  Common  Stock  (which,  for
avoidance  of doubt,  shall not include any shares of Common Stock issued by the

                                 Page 38 of 59
<PAGE>
                                October 17, 2010


Company upon exercise of this  Convertible  Note),  (B)  subdivides  outstanding
shares  of any  Common  Stock  into a larger  number  of  shares,  (C)  combines
(including  by way of reverse  stock  split)  any shares of Common  Stock into a
smaller number of shares, or (D) issues by reclassification of shares any Common
Stock or any  shares  of  capital  stock of the  Company,  then in each case the
Exercise Price shall be multiplied by a fraction of which the numerator shall be
the  number of  shares  of Common  Stock  (excluding  treasury  shares,  if any)
outstanding  immediately before such event and of which the denominator shall be
the number of shares of Common Stock  outstanding  immediately  after such event
and the number of shares issuable upon exercise of this  Convertible  Note shall
be  proportionately  adjusted  such that the  aggregate  Exercise  Price of this
Convertible  Note shall remain  unchanged.  Any adjustment made pursuant to this
Section 3(a) shall become  effective  immediately  after the record date for the
determination of stockholders  entitled to receive such dividend or distribution
and shall become effective immediately after the effective date in the case of a
subdivision, combination or re-classification.

TRANSFER OF CONVERTIBLE NOTE.

Transferability.  Subject to compliance with any applicable  securities laws and
the conditions set forth in Section 3(d) hereof,  this  Convertible Note and all
rights hereunder  (including,  without limitation,  any registration rights) are
transferable,  in whole or in part, upon surrender of this  Convertible  Note at
the principal  office of the Company or its  designated  agent,  together with a
written  assignment of this Convertible Note  substantially in the form attached
hereto duly executed by the Holder or its agent or attorney and funds sufficient
to pay any transfer  taxes payable upon the making of such  transfer.  Upon such
surrender and, if required,  such payment, the Company shall execute and deliver
a new  Convertible  Note or  Convertible  Notes in the name of the  assignee  or
assignees and in the denomination or denominations  specified in such instrument
of assignment, and shall issue to the assignor a new Convertible Note evidencing
the portion of this Convertible Note not so assigned,  and this Convertible Note
shall promptly be canceled.  A Convertible  Note, if properly  assigned,  may be
exercised by a new holder for the purchase of Common Stock without  having a new
Convertible Note issued.

New Convertible  Notes.  This  Convertible  Note may be divided or combined with
other Convertible Notes upon presentation  hereof at the aforesaid office of the
Company,  together with a written notice  specifying the names and denominations
in which new  Convertible  Notes are to be  issued,  signed by the Holder or its
agent or attorney.  Subject to compliance  with Section 4(a), as to any transfer
that may be involved in such division or combination,  the Company shall execute
and deliver a new  Convertible  Note or  Convertible  Notes in exchange  for the
Convertible  Note or  Convertible  Notes to be divided or combined in accordance
with such notice.  All Convertible  Notes issued on transfers or exchanges shall
be dated the original  Issue Date and shall be identical  with this  Convertible

                                 Page 39 of 59
<PAGE>
                                October 17, 2010


Note except as to the number of Convertible  Note Shares,  said Convertible Note
Shares  being that  Common  Stock  that may be issued  upon  conversion  of this
Convertible Note, issuable pursuant thereto.

Convertible  Note Register.  The Company shall register this  Convertible  Note,
upon records to be maintained by the Company for that purpose (the  "Convertible
Note Register"),  in the name of the record Holder hereof from time to time. The
Company may deem and treat the registered Holder of this Convertible Note as the
absolute owner hereof for the purpose of any exercise hereof or any distribution
to the Holder, and for all other purposes, absent actual notice to the contrary.

Transfer Restrictions. If, at the time of the surrender of this Convertible Note
in connection with any transfer of this  Convertible  Note, the transfer of this
Convertible Note shall not be registered  pursuant to an effective  registration
statement under the Securities Act and under applicable state securities or blue
sky laws,  the Company may require,  as a condition of allowing  such  transfer,
that the Holder or  transferee  of this  Convertible  Note,  as the case may be,
comply with the provisions of the securities laws and regulations.

MISCELLANEOUS.

No Rights as Shareholder Until Exercise.  This Convertible Note does not entitle
the Holder to any voting rights or other rights as a shareholder  of the Company
prior to the exercise hereof.

Loss,  Theft,  Destruction  or  Mutilation  of  Convertible  Note.  The  Company
covenants that upon receipt by the Company of evidence  reasonably  satisfactory
to it of the loss, theft,  destruction or mutilation of this Convertible Note or
any stock  certificate  relating to the Convertible Note Shares,  and in case of
loss, theft or destruction,  of indemnity or security reasonably satisfactory to
it (which, in the case of the Convertible Note, shall not include the posting of
any bond), and upon surrender and cancellation of such Convertible Note or stock
certificate,  if mutilated,  the Company will make and deliver a new Convertible
Note or stock  certificate of like tenor and dated as of such  cancellation,  in
lieu of such Convertible Note or stock certificate.

Saturdays,  Sundays,  Holidays, etc. If the last or appointed day for the taking
of any action or the  expiration of any right  required or granted  herein shall
not be a  Business  Day,  then  such  action  may be taken or such  right may be
exercised on the next succeeding Business Day.

AUTHORIZED SHARES.

The  Company   covenants  that  during  the  period  the  Convertible   Note  is
outstanding,  it will reserve from its  authorized  and unissued  Common Stock a
sufficient  number of shares to provide for the issuance of the Convertible Note
Shares upon the exercise of any purchase rights under this Convertible Note. The

                                 Page 40 of 59
<PAGE>
                                October 17, 2010


Company  further  covenants  that its  issuance of this  Convertible  Note shall
constitute  full  authority  to its  officers  who are charged  with the duty of
executing stock certificates to execute and issue the necessary certificates for
the  Convertible  Note Shares upon the exercise of the  conversion  rights under
this Convertible  Note. The Company will take all such reasonable  action as may
be  necessary  to assure  that such  Convertible  Note  Shares  may be issued as
provided herein without violation of any applicable law or regulation, or of any
requirements  of the Trading  Market upon which the Common  Stock may be listed.
The Company  covenants that all Convertible Note Shares which may be issued upon
the exercise of the purchase rights  represented by this  Convertible Note will,
upon exercise of the conversion rights  represented by this Convertible Note, be
duly authorized,  validly issued, fully paid and nonassessable and free from all
taxes,  liens and charges created by the Company in respect of the issue thereof
(other than taxes in respect of any transfer  occurring  contemporaneously  with
such issue).

Except and to the extent as waived or  consented  to by the Holder,  the Company
shall not by any action, including, without limitation, amending its certificate
of   incorporation   or  through   any   reorganization,   transfer  of  assets,
consolidation,  merger,  dissolution,  issue or sale of  securities or any other
voluntary action, avoid or seek to avoid the observance or performance of any of
the terms of this  Convertible  Note, but will at all times in good faith assist
in the  carrying  out of all such terms and in the taking of all such actions as
may be necessary or  appropriate to protect the rights of Holder as set forth in
this Convertible Note against impairment. Without limiting the generality of the
foregoing,  the Company will (a) not  increase the par value of any  Convertible
Note Shares above the amount  payable  therefor upon such  exercise  immediately
prior  to such  increase  in par  value,  (b) take  all  such  action  as may be
necessary or appropriate in order that the Company may validly and legally issue
fully paid and  nonassessable  Convertible Note Shares upon the exercise of this
Convertible Note, and (c) use commercially reasonable efforts to obtain all such
authorizations,  exemptions or consents from any public  regulatory  body having
jurisdiction  thereof as may be  necessary  to enable the Company to perform its
obligations under this Convertible Note.

Before  taking any action that would  result in an  adjustment  in the number of
Convertible Note Shares for which this Convertible Note is exercisable or in the
Exercise Price, the Company shall obtain all such  authorizations  or exemptions
thereof,  or consents  thereto,  as may be necessary from any public  regulatory
body or bodies having jurisdiction thereof.

Jurisdiction.  All questions concerning the construction,  validity, enforcement
and  interpretation  of this  Convertible Note shall be determined in accordance
with the provisions of this Note in and under the laws of the State of New York.

                                 Page 41 of 59
<PAGE>
                                October 17, 2010


Restrictions.  The Holder acknowledges that the Convertible Note Shares acquired
upon  the  exercise  of this  Convertible  Note,  if not  registered,  may  have
restrictions upon resale imposed by state and federal securities laws.

Nonwaiver and Expenses. No course of dealing or any delay or failure to exercise
any right  hereunder  on the part of Holder  shall  operate  as a waiver of such
right  or   otherwise   prejudice   Holder's   rights,   powers   or   remedies,
notwithstanding  the fact that all rights hereunder terminate on the Termination
Date. If the Company  willfully and knowingly fails to comply with any provision
of this  Convertible  Note, which results in any material damages to the Holder,
the Company shall pay to Holder such amounts as shall be sufficient to cover any
costs and expenses  including,  but not limited to, reasonable  attorneys' fees,
including those of appellate  proceedings,  incurred by Holder in collecting any
amounts due pursuant hereto or in otherwise enforcing any of its rights,  powers
or remedies hereunder.

Notices. Any notice, request or other document required or permitted to be given
or delivered to the Holder by the Company shall be delivered by certified mail.

Limitation of Liability.  No provision hereof, in the absence of any affirmative
action by Holder to exercise this Convertible Note to purchase  Convertible Note
Shares, and no enumeration  herein of the rights or privileges of Holder,  shall
give rise to any liability of Holder for the purchase  price of any Common Stock
or as a stockholder  of the Company,  whether such  liability is asserted by the
Company or by creditors of the Company.

Remedies.  Holder,  in addition to being entitled to exercise all rights granted
by law, including recovery of damages,  will be entitled to specific performance
of its rights under this  Convertible  Note.  The Company  agrees that  monetary
damages would not be adequate  compensation for any loss incurred by reason of a
breach by it of the  provisions  of this  Convertible  Note and hereby agrees to
waive and not to assert the defense in any action for specific  performance that
a remedy at law would be adequate.

Successors and Assigns.  Subject to applicable securities laws, this Convertible
Note and the rights and obligations  evidenced hereby shall inure to the benefit
of and be binding  upon the  successors  of the Company and the  successors  and
permitted  assigns  of  Holder.  The  provisions  of this  Convertible  Note are
intended  to be for  the  benefit  of all  Holders  from  time  to  time of this
Convertible Note and shall be enforceable by the Holder or holder of Convertible
Note Shares.

Amendment.  This  Convertible  Note may be modified or amended or the provisions
hereof waived with the written consent of the Company and the Holder.

                                 Page 42 of 59
<PAGE>
                                October 17, 2010


Severability.  Wherever possible,  each provision of this Convertible Note shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this  Convertible Note shall be prohibited by or invalid
under  applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provisions
or the remaining provisions of this Convertible Note.

Headings.  The headings used in this Convertible Note are for the convenience of
reference  only  and  shall  not,  for any  purpose,  be  deemed  a part of this
Convertible Note.

     IN WITNESS  WHEREOF,  the Company has caused  this  Convertible  Note to be
executed by its officer  thereunto  duly  authorized  as of the date first above
indicated.

MAKER:

Add-On Exchange, Inc.

Date: October 17th, 2010

Signature: /s/ John Rafuse
          ---------------------------------
          John Rafuse, CEO

PAYEE:

Malcolm Myers

Date: October 17th, 2010

Signature: /s/ Malcolm Myers
          ---------------------------------

                                 Page 43 of 59
<PAGE>
                                October 17, 2010


                               NOTICE OF EXERCISE

TO: Add-On Exchange, Inc.

(1) The  undersigned  hereby  elects to convert into Common Stock of the Company
pursuant to the terms of the  attached  Convertible  Note (only if  exercised in
full), and tenders herewith said Convertible Note,  together with all applicable
transfer taxes, if any.

(2) Please issue a certificate or  certificates  representing  said Common Stock
shares in the name of the  undersigned  or in such  other  name as is  specified
below:

The Common Stock shares shall be delivered by physical delivery of a certificate
to:


--------------------------------
[SIGNATURE OF HOLDER]

Name of Investing
Entity:
       -------------------------------------------------------------------------

Signature of Authorized Signatory of
Investing Entity:
                 ---------------------------------------------------------------

                                 Page 44 of 59
<PAGE>
                                October 17, 2010


Name of Authorized
Signatory:
          ----------------------------------------------------------------------

Title of Authorized
Signatory:
          ----------------------------------------------------------------------
Date:
     ---------------------------------------------------------------------------

                                 Page 45 of 59
<PAGE>
                                October 17, 2010


                                 ASSIGNMENT FORM

(To  assign  the  foregoing   Note,   execute  this  form  and  supply  required
information. Do not use this form to convert the Note.)

FOR VALUE RECEIVED,  [        ] all of or [        ] amount of the foregoing
Convertible Note and all rights evidenced thereby are hereby assigned to

                                                      whose address is
------------------------------------------------------

----------------------------------------------------------------------

----------------------------------------------------------------------

                Dated:           ,
                     ------------ ----------

         Holder's
         Signature:
                              ------------------------------------

         Holder's Address:
                              ------------------------------------

                              ------------------------------------

Signature
Guaranteed:
          -------------------------------------------------------

                                 Page 46 of 59
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                                October 17, 2010


NOTE: The signature to this  Assignment Form must correspond with the name as it
appears on the face of the Convertible Note,  without  alteration or enlargement
or any change  whatsoever,  and must be guaranteed  by a bank or trust  company.
Officers of corporations and those acting in a fiduciary or other representative
capacity  should  file  proper  evidence of  authority  to assign the  foregoing
Convertible Note.



                                 Page 47 of 59
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                                October 17, 2010


                                 EXHIBIT 7.1.(B)

                          ADD-ON EXCHANGE SUBSIDIARIES

None.



                                 Page 48 of 59
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                                October 17, 2010


                                 EXHIBIT 7.1(G)

                      ADD-ON EXCHANGE DISCLOSURE DOCUMENTS


Balance Sheet as of 9/30/2010



                                 Page 49 of 59
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                                October 17, 2010


                                 EXHIBIT 7.1(I)

                               EXCESS LIABILITIES

Accounts Payable

Notes Payable



                                 Page 50 of 59
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                                October 17, 2010


                                 EXHIBIT 7.1(K)

                        PATENTS OWNED BY ADD-ON EXCHANGE

Application 20070180055  Patent number 11656055 dated 1/22/07

Application 20070174143 Patent number 11770068



                                 Page 51 of 59
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                                October 17, 2010


                                 EXHIBIT 7.1(M)

                              CONSULTING AGREEMENTS

A. John Rafuse, CEO, Director
B. John Parkinson, CFO, Director
C. Aaron Greengrass
D. Malcolm Myers



                                 Page 52 of 59
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                                October 17, 2010


                                   EXHIBIT 8.2

                CURRENT OFFICERS AND DIRECTORS OF ADD-ON EXCHANGE

DIRECTORS

Isaac H. Sutton - as of 10/17/10

John Rafuse

John Parkinson

Aaron Greengrass (resigned as of 10/17/10)

Iser Steinmetz (resigned as of 10/17/10)

OFFICERS

John Rafuse, CEO

John Parkinson, CFO

Aaron Greengrass, CTO



                                 Page 53 of 59
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                                October 17, 2010


                                 EXHIBIT 8.4(H)

                            MATERIAL ADVERSE CHANGES

None.




                                 Page 54 of 59
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                                October 17, 2010


                                 EXHIBIT 8.4(I)

                              MATERIAL LIABILITIES

Notes Payable
Interest Payable
Accounts Payable



                                 Page 55 of 59
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                                October 17, 2010


                                   EXHIBIT 8.6

                               MATERIAL AGREEMENTS

None.



                                 Page 56 of 59
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                                October 17, 2010


                                   EXHIBIT 8.9

                              APPROVALS AND PERMITS

None.



                                 Page 57 of 59
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                                October 17, 2010


                                  EXHIBIT 8.10

                                LEGAL PROCEEDINGS

None.



                                 Page 58 of 59
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                                October 17, 2010


                                  EXHIBIT 8.15

                                  BANK ACCOUNTS

[REDACTED]



                                 Page 59 of 59