DEFINITIVE
          JOINT VENTURE AGREEMENT
 
 
 
 by
          and
          between
 
 
 
 **LIVESTAR
          ENTERTAINMENT GROUP, INC.**
 
 
 
 and
 
 
 GLOBAL
          BANCORP, INC.
 
 
 
 December
          28, 2004
 
 
  
  
 
 DEFINITIVE
          JOINT VENTURE AGREEMENT
 
 This
          DEFINITIVE JOINT VENTURE AGREEMENT ("AGREEMENT") is made as of December
          28,
          2004, by and between GLOBAL BANCORP, INC., a Nevada corporation ("GBBI"),
          and
          LIVESTAR ENTERTAINMENT GROUP, INC., a Nevada corporation ("LVSG"). GBBI
          and LVSG
          are hereunder also referred to collectively as the "PARTIES" and individually
          as
          a "PARTY."
 
 A.
          LVSG
          is an entertainment holding company currently transitioning to a holding
          company
          structure.
 
 B .
          GBBI is
          development company with a focus on advanced digital media technologies
          including Video on Demand, Voice Over Internet (“VoIP”), and a smart card bank
          platform for future integrated commerce and e-commerce applications such
          as
          Web-Enabled ATMs (personal banking in the home).
 
 C.
          The
          Parties desire to form a joint venture to pursue the Business, as hereafter
          defined.
 
 NOW
          THEREFORE, for valuable consideration, the receipt and adequacy of which
          are
          hereby acknowledged, the Parties hereby agree as follows:
 
 1.
          DEFINITIONS
 
 1.1
          "AFFILIATE" means any Person: (a) that is controlled by, controls, or is
          under
          common control with a Party (collectively, a "CONTROLLED PERSON"); or (b)
          that
          is controlled by, controls, or is under common control with any such Controlled
          Person, in each case for so long as such control continues; provided, however,
          that for purposes of Section 3.2 Affiliates of LVSG shall include Persons
          in
          which LVSG owns, directly or indirectly, at least thirty percent (30%)
          of the
          outstanding voting shares, regardless of whether such control actually
          exists.
          For purposes of this definition, "CONTROL" shall mean the possession, directly
          or indirectly, of power to direct or cause the direction of management
          or
          policies (whether through ownership of securities or other ownership interests,
          by contract or otherwise).
 
 1.2
          "APPLICABLE LAW" means, as to any Person, any statute, law, rule, regulation,
          directive, treaty, judgment, order, decree or injunction of any Governmental
          Authority that is applicable to or binding upon such Person or any of its
          properties.
 
 1.3
          "BOARD" means the
          board of directors of the Company.
 
 1.4
          "BUSINESS" means
          the business of the Company as described herein.
 
 1.5
          "BUSINESS DAY"
          means a day on which commercial banks in Nevada.
 
 1.6
          "CLOSING DATE" is
          defined in Section 3.2.
 
 1.7
          "COMMON STOCK" means common stock of the Company as authorized by the
          Articles.
 
 1.8
          "COMPANY" is
          defined in Section 3.1.
 
 1.9
          "COMPANY INTEREST" means, as to any Person, the percentage interest represented
          by the Securities then held by such Person divided by all then outstanding
          Securities (on an as-converted to Common Stock basis).
 
 1.10
          "CONFIDENTIAL
          INFORMATION" is defined in Section 5.1.
  1.11
          "DISCLOSING
          PARTY" is defined in Section 5.1.
 
 1.12
          "EFFECTIVE DATE"
          means the date of this Agreement.
 
 1.13
          "ESTABLISHMENT
          DATE" is defined in Section 3.1.
 
 1.14
          "GOVERNMENTAL AUTHORITY" means any domestic or foreign government, governmental
          authority, court, tribunal, agency or other regulatory, administrative
          or
          judicial agency, commission or organization, and any subdivision, branch
          or
          department of any of the foregoing.
 
 1.15
          "LAUNCH DATE" is
          defined in Section 3.1.
 
 1.16
          "PARTY" and
          "PARTIES" are defined in the opening paragraph of this Agreement.
 
 1.17
          "PERSON" means a natural individual, Governmental Authority, partnership,
          firm,
          corporation, or other business association.
 
 1.18
          "PRESIDENT"
          means the president of the Company.
 
 1.19
          "RECEIVING
          PARTY" is defined in Section 5.1.
 
 1.20
          "SECURITIES" means all outstanding shares of Common Stock, and any other
          equity
          securities of the Company or instruments exercisable for or convertible
          into
          Common Stock.
 
 1.21
          "TERRITORY"
          means the world.
 
 1.22
          "TERM" is
          defined in Section 7.1.
 
 1.23
          "TRANSACTION DOCUMENTS" means this Agreement, the Asset Purchase
          Agreement.
 
 1.24
          "TRANSFERRED
          SHARES" is defined in Section 3.2.
 
 1.25
          "ASSET PURCHASE AGREEMENT" means the Asset Purchase Agreement to be entered
          into
          between GBBI and the Company on the Closing Date in the form of attached
          Exhibit
          1.0.
 
 2.
          PURPOSE OF JOINT VENTURE
 
 The
          Parties hereby associate themselves in a joint venture relationship which
          shall
          have as its principal purpose the establishment and development of the
          Business.
          The Business will be limited initially to (1) developing, marketing and
          providing of a Voice Over IP service (“VoIP”) throughout the world, with initial
          rollout in Canada and the United States and (2) activities incidental
          thereto.
 
 
 
 3.
          ESTABLISHMENT AND CAPITALIZATION OF THE COMPANY
 
 3.1
          Establishment.
          The Parties agree that the joint venture contemplated by this Agreement
          shall be
          carried out exclusively through a newly-formed Nevada corporation initially
          established by both LVSG and GBBI (the "COMPANY"). The Company's corporate
          name
          shall be VOXBOX Telecom, Inc. The Parties shall use commercially reasonable
          efforts to cause the Establishment Date to occur on or before February
          1, 2005
          and the Launch Date to occur on or before a date to be agreed upon by the
          Parties after mutual discussions. For the purposes of this Agreement,
          "ESTABLISHMENT DATE" means the date on which the Company is established
          and
          "LAUNCH DATE" means the date on which the Company commences commercial
          operations.
 
 3.2
          Capitalization.
 
 (a)
          Initial
          Capitalization. The Company shall, as of the Establishment Date, have authorized
          capital stock consisting of two classes of shares designated as Preferred
          Stock
          and Common Stock. The Company's initial equity shall be funded as
          follows:
 
 (i)
          GBBI Initial
          Subscription. On or prior to the Establishment Date, GBBI shall subscribe
          for
          10,000 shares of Common Stock, representing a one-hundred-percent (100%)
          Company
          Interest, for an aggregate purchase price of the transfer of the rights
          to the
          VOXBOX service.
 
 (ii)
          LVSG Purchase.
          On a date within fifteen (15) days after the Establishment Date mutually
          agreed
          by the Parties (the "CLOSING DATE"),
 
 ·
                (a)GBBI
                    shall (x) sell to LVSG, and LVSG shall purchase from GBBI, 800
                    shares of
                    Common Stock representing a four percent (4%) Company Interest
                    (the
                    "TRANSFERRED SHARES") for an aggregate purchase price of $40,000
                    USD which
                    the parties acknowledge will be paid to GBBI by LVSG. ($4950
                    USD has been
                    paid in advance to GBBI prior the date of this Agreement and
                    the balance
                    of $35,050 USD will be owing to GBBI to be paid by June 28, 2005).
 
 ·
                (b)
                    On or prior to the Closing Date, LVSG shall subscribe for 8,400
                    shares of
                    Common Stock, representing a forty five-percent (46%) Company
                    Interest the
                    (“Financing Purchase Shares”), for an aggregate purchase price of $420,000
                    USD in financing for the Company (the “Financing Purchase
                    Price”).
 
 o
                LVSG
                    shall provide the Company with the Financing Purchase Price $420,000.00
                    USD) as per 12 monthly payments of $35,000 USD as per the following
                    schedule (the “Financing Schedule”):
 o
                January
                    28, 2005
 o
                February
                    28, 2005
 o
                March
                    28, 2005
 o
                April
                    28, 2005
 o
                May
                    28, 2005
 o
                June
                    28, 2005
 o
                July
                    28, 2005
 o
                August
                    28, 2005
 o
                September
                    28, 2005
 o
                October
                    28, 2005
 o
                November
                    28, 2005
 o
                December
                    28, 2005
 
 ·
                The
                    Parties agree that if required by that LVSG may forward the Financing
                    Purchase Price in lesser or greater amounts and at more frequent
                    or less
                    frequent times as per the above Financing Schedule. The parties
                    agree that
                    if by June 28, 2005 LVSG has not provided a minimum of $140,000
                    of the
                    Financing Purchase Price that the Company will have the right
                    to seek
                    third party financing to acquire the pro-rated balance of the
                    Financing
                    Purchase Shares from LVSG that LVSG has not forwarded the subsequent
                    pro-rated Financing Purchase Price to the Company up to the date
                    of the
                    Deficient Payments Notice. If the Company elects to seek third
                    party
                    financing it will issue to LVSG a written notice of such election
                    herein
                    referred to as a “Deficient Payments Notice”. LVSG will have the right to
                    maintain its rights to the Financing Purchase Shares by advancing
                    to the
                    Company the amount equal to the Financing Purchase Price it should
                    have
                    made at the time of receipt of the Deficient Payment Notice plus
                    the early
                    advancement of the next payment as per the Financing Schedule
                    within 15
                    days of the receipt of the Deficient Payments
                    Notice.
 
 ·
                If
                    LVSG is not able to comply with the terms of Deficient Payments
                    Notice.
                    GBBI will have the right to sell to a third party the prorated
                    portion of
                    the Financing Purchase Shares issued to LVSG that LVSG has not
                    forwarded
                    the respective Financing Purchase Price for.
 
 (b)
          Certain
          Deliveries. On or before the Closing Date, and as a condition to the purchase
          and sale of the Transferred Shares and the Financing Purchase
          Shares:
 
 (i)
          the Establishment
          Date shall have occurred;
 
 (ii)
          GBBI and the
          Company shall have executed and delivered the Asset Purchase Agreement
          to the
          Company and LVSG;
 
 (v)
          each Party shall
          have received one original of each of the fully executed Transaction
          Documents.
 
 (c)
          Delivery of Share
          Certificates and Stock Powers. Promptly after the Closing Date, the Company
          shall:
  (i)
          deliver to GBBI share certificates representing the shares of Common Stock
          purchased by GBBI pursuant to this Section 3.2, and;
  (ii)
          deliver to the attorney of the Company certificates representing the shares
          of
          Common Stock purchased by LVSG pursuant to this Section 3.2, the representing
          the Financing Purchase Shares purchased by LVSG will be held in escrow
          with the
          attorney for the Company and delivered prorated to LVSG in increments as
          the
          Purchase Price funds are received by the Company from LVSG, and;
  (iii)
          on
          or before the Closing LVSG will also deliver to the attorney of the Company
          signature guaranteed stock powers (the “Stock Powers”) the Stock Powers will be
          used to allow transfer of the certificates issued to LVSG only in the event
          LVSG
          does not take possession of the certificates due its unforeseen inability
          to
          complete the Financing Purchase Price as described in this Section 3.2.
 3.3
          Financial Assistance.
  (a)
          Financial
          Assistance. The Board may, by written notice to the Parties pursuant to
          the
          terms of this Agreement, request that the Parties provide additional financial
          assistance to the Company, including in the form of credit support or loans,
          and, in such event, if such Party agrees to provide such additional financial
          assistance (either directly or through its designees to the Board), such
          Party
          shall make such financial assistance available to the Company pro rata
          in
          accordance with its respective Company Interest and the Company Interests
          of all
          Parties so approving such financial assistance.
 
 4.
          OPERATION AND MANAGEMENT OF THE COMPANY
 
 4.1
          Operation
          of the Company. Each Party agrees to take all actions necessary to ensure
          that
          the Company shall be operated in accordance with the terms of this Agreement
          and
          the other Transaction Documents, including, without limitation, to vote
          all
          Securities held by it to effect the terms hereof.
 
 4.2
          Board of
          Directors. The Company will be managed by the Board in accordance with
          the terms
          of this Agreement and Applicable Law. The Board shall initially consist
          of five
          (2) Directors, one (1) of whom shall be appointed by LVSG and one (1) of
          whom
          shall be appointed by GBBI.
 
 4.3
          Removal;
          Reappointment of Directors. Any Director may be removed for cause in accordance
          with Applicable Law. In addition, each Party having the right to appoint
          a
          Director pursuant to this Section 4 shall also have the right, in its sole
          discretion, to remove such Director at any time, effective upon delivery
          of
          written notice to the Company, the Director to be removed and to the other
          Party. In the case of a vacancy in the office of a Director for any reason
          (including removal pursuant to the preceding sentence), the vacancy shall
          be
          filled by the Party that appointed the Director in question.
 
 4.4
          Board
          Meetings. The President shall have the authority to convene Board meetings,
          including the authority to specify the time and place of such meetings.
          Directors may attend Board meetings in person or by any other means of
          attendance permitted under the Bylaws of the Company, provided, however,
          that
          (a) the Board shall meet at least once during each annual fiscal period
          and (b)
          written notice of all Board meetings shall be given in accordance with
          the
          Bylaws
 
 4.5
          Board
          Quorum; Resolutions. A quorum shall be deemed to exist for purposes of
          Board
          actions in accordance of the Bylaws of the Company Any action, determination
          or
          resolution of the Board shall require the affirmative vote of a majority
          of
          Directors present at a meeting at which a valid quorum pursuant to this
          Section
          4.5 is present.
 
 4.6
          Shareholders' Meetings. Shareholders of the Company shall receive notice
          of each
          shareholders' meeting in accordance with the Company Bylaws. The Company
          shall
          have at least one shareholders' meeting each calendar year. Such meeting
          will
          take place at such time and place as is determined by the Board.
 
 4.7
          Financial
          Statements and Accounting Records. All financial statements shall be prepared
          in
          accordance with generally accepted accounting principles in the United
          States
          and in reasonable detail, and shall contain such financial data as LVSG
          and GBBI
          may deem necessary in order to keep the Parties advised of the Company's
          financial status. The Company shall, at LVSG's request, provide LVSG with
          such
          financial information as LVSG may reasonably deem necessary for purposes
          of
          complying with its periodic reporting obligations under U.S. securities
          law and
          shall cooperate with LVSG in connection therewith, including cooperating
          with
          the Company's accounting firm in preparing quarterly financial statements
          requested by LVSG; provided, that LVSG shall bear any costs incurred in
          preparing or providing such information, including, without limitation,
          in
          preparing quarterly financial statements for the Company and reconciling
          the
          Company's financial statements with U.S. generally accepted accounting
          principles for such purposes.
 
 4.8
          Right of
          Inspection. During the regular office hours of the Company, and upon reasonable
          notice to the Company, each Party that maintains at least a twenty percent
          (20%)
          Company Interest shall have (a) full access to all properties, books of
          account,
          and records of the Company, and (b) the right to make copies from such
          books and
          records at its own expense. Any information obtained by the Parties through
          exercise of rights granted under this Section 4.8 shall, to the extent
          constituting Confidential Information hereunder, be subject to the
          confidentiality provisions set forth in Section 5.1.
 
 5.
          ADDITIONAL COVENANTS
 
 5.1
          Confidentiality.
 
 (a)
          The Parties
          recognize that, in connection with the performance of this Agreement, each
          Party
          (in such capacity, the "DISCLOSING PARTY") may disclose "Confidential
          Information" (as defined below) to the other Party (the "RECEIVING PARTY").
          For
          purposes of this Agreement "CONFIDENTIAL INFORMATION" means (i) proprietary
          information (whether owned by the Disclosing Party or a third party to
          whom the
          Disclosing Party owes a non-disclosure obligation) regarding the Disclosing
          Party's business or (ii) information which is marked as confidential at
          the time
          of disclosure to the Receiving Party, or if in oral form, is identified
          as
          confidential at the time of oral disclosure and reduced in writing or other
          tangible (including electronic) form including a prominent confidentiality
          notice and delivered to the Receiving Party within thirty (30) days of
          disclosure. "Confidential Information" shall not include information which:
          (A)
          was known to the Receiving Party at the time of the disclosure by the Disclosing
          Party; (B) has become publicly known through no wrongful act of the Receiving
          Party; (C) has rightfully been received by the Receiving Party from a third
          party; or (D) has been independently developed by the Receiving Party.
          The
          Receiving Party agrees (x) not to use any such Confidential Information
          for any
          purpose other than in the performance of its obligations under this Agreement
          or
          any Transaction Document and (y) not to disclose any such Confidential
          Information, except (1) to its employees are reasonably required to have
          the
          Confidential Information in connection herewith or with any of the other
          Transaction Documents, (2) to its agent, representatives, lawyers and other
          advisers that have a need to know such Confidential Information and (3)
          pursuant
          to, and to the extent of, a request or order by a Governmental Authority.
          The
          Receiving Party agrees to take all reasonable measures to protect the secrecy
          and confidentiality of, and avoid disclosure or unauthorized use of, the
          Disclosing Party's Confidential Information.
 
 (  b)
          Each Party
          acknowledges and agrees that (i) its obligations under this Section 5.1
          are
          necessary and reasonable to protect the other Party and its business, (ii)
          any
          violation of these provisions could cause irreparable injury to the other
          Party
          for which money damages would be inadequate, and (iii) as a result, the
          other
          Party shall be entitled to obtain injunctive relief against the threatened
          breach of the provisions of this Section 5.1 without the necessity of proving
          actual damages. The Parties agree that the remedies set forth in this Section
          5.1 are in addition to and in no way preclude any other remedies or actions
          that
          may be available at law or under this Agreement.
 
 5.2
          Confidentiality of Agreement; Publicity. Each Party agrees that the terms
          and
          conditions of this Agreement and the Transaction Documents shall be treated
          as
          confidential information and that no reference thereto shall be made thereto
          without the prior written consent of the other Party (which consent shall
          not be
          unreasonably withheld) except (a) as required by Applicable Law including,
          without limitation, by the U.S. Securities and Exchange Commission (b)
          to its
          accountants, banks, financing sources, lawyers and other professional advisors,
          provided that such parties undertake in writing (or are otherwise bound
          by rules
          of professional conduct) to keep such information strictly confidential,
          (c) in
          connection with the enforcement of this Agreement, (d) in connection with
          a
          merger, acquisition or proposed merger or acquisition, or (e) pursuant
          to joint
          press releases prepared in good faith. The Parties will consult with each
          other,
          in advance, with regard to the terms of all proposed press releases, public
          announcements and other public statements with respect to the transactions
          contemplated hereby.
 
 5.3
          Noncompetition. During the Term, neither Party shall, directly or (other
          than
          through the Company) indirectly compete with the Company and its Business.
          In
          the event that this Agreement is terminated due to a Party's breach (including,
          without limitation, the breaching Party's obligations pursuant to this
          Section
          5.3 shall remain in effect for a period of twenty-four (24) months following
          such termination.
 
 5.4
          Regulatory Approvals. Each Party shall provide such assistance as the other
          Party may reasonably request in connection with such consents and approvals
          as
          may be necessary or appropriate in order to consummate the transactions
          contemplated under the Transaction Documents.
 
 6.
          WARRANTIES OF THE PARTIES
 
 6.1
          Warranties of LVSG. LVSG hereby represents and warrants to GBBI that, as
          of the
          Effective Date and as of the Closing Date, the following statements are
          and
          shall be true and correct:
 
 (a)
          Organization.
          LVSG is a corporation duly organized and validly existing under the laws
          of
          Nevada, and has the corporate power and authority to enter into and perform
          this
          Agreement.
 
 (b)
          Authorization.
          All corporate action on the part of LVSG necessary for the authorization,
          execution and delivery of this Agreement and for the performance of all
          of its
          obligations hereunder and thereunder has been taken, and this Agreement
          when
          fully executed and delivered, shall each constitute a valid, legally binding
          and
          enforceable obligation of LVSG.
 
 (c)
          Government and
          Other Consents. Other than any licenses, permits, certifications or
          authorizations which may be required in connection with the Business, as
          to
          which LVSG makes no representation, no consent, authorization, license,
          permit,
          registration or approval of, or exemption or other action by, any Governmental
          Authority, or any other Person, is required in connection with LVSG's execution,
          delivery and performance of this Agreement, or if any such consent is required,
          LVSG has satisfied the applicable requirements.
 
 (d)
          Effect of
          Agreement. LVSG's execution, delivery and performance of this Agreement
          will not
          (i) violate the Articles of Incorporation of LVSG or any provision of Applicable
          Law, (ii) violate any judgment, order, writ, injunction or decree of any
          court
          applicable to LVSG, (iii) have any effect on the compliance of LVSG with
          any
          applicable licenses, permits or authorizations which would materially and
          adversely affect LVSG, (iv) result in the breach of, give rise to a right
          of
          termination, cancellation or acceleration of any obligation with respect
          to
          (presently or with the passage of time), or otherwise be in conflict with
          any
          term of, or affect the validity or enforceability of, any agreement or
          other
          commitment to which LVSG is a party and which would materially and adversely
          effect LVSG, or (v) result in the creation of any lien, pledge, mortgage,
          claim,
          charge or encumbrance upon any assets of LVSG; provided, however, that
          regulatory approval may be required in connection with conducting the Business
          and LVSG makes no representation with respect to any such
          approvals.
 
 (e)
          Litigation. There
          are no actions, suits or proceedings pending or, to LVSG's knowledge,
          threatened, against LVSG before any Governmental Authority which question
          LVSG's
          right to enter into or perform this Agreement, or which question the validity
          of
          this Agreement or any of the other Transaction Documents.
 
 6.2
          Warranties of GBBI. GBBI hereby represents and warrants to LVSG that, as
          of the
          Effective Date and as of the Closing Date, the following statements are
          and
          shall be true and correct:
 
 (a)
          Organization.
          GBBI is a corporation duly organized and validly existing under the laws
          of
          Nevada. GBBI has the corporate power and authority to enter into and perform
          this Agreement and the Asset Purchase Agreement.
 
 (b)
          Authorization.
          All corporate action on the part of GBBI necessary for the authorization,
          execution and delivery of this Agreement and the Asset Purchase Agreement
          and
          for the performance of all of its obligations hereunder and thereunder
          has been
          taken, and this Agreement and the Asset Purchase Agreement, when fully
          executed
          and delivered, shall each constitute a valid, legally binding and enforceable
          obligation of GBBI.
 
 (c)
          Government and
          Other Consents. Other than any licenses, permits or authorizations which
          may be
          required in connection with the Business, as to which GBBI makes no
          representation, no consent, authorization, license, permit, registration
          or
          approval of, or exemption or other action by, any Governmental Authority,
          or any
          other Person, is required in connection with GBBI's execution, delivery
          and
          performance of this Agreement or the Asset Purchase Agreement, or if any
          such
          consent is required, GBBI has satisfied any applicable
          requirements.
 
 (d)
          Effect of
          Agreement. GBBI's execution, delivery and performance of this Agreement
          and the
          Asset Purchase Agreement will not (i) violate the Certificate of Incorporation
          of GBBI or any provision of Applicable Law, (ii) violate any judgment,
          order,
          writ, injunction or decree of any court applicable to GBBI, (iii) have
          any
          effect on the compliance of GBBI with any applicable licenses, permits
          or
          authorizations which would materially and adversely affect GBBI, (iv) result
          in
          the breach of, give rise to a right of termination, cancellation or acceleration
          of any obligation with respect to (presently or with the passage of time),
          or
          otherwise be in conflict with, any term of, or affect the validity or
          enforceability of any agreement or other commitment to which GBBI is a
          party and
          which would materially and adversely affect GBBI, or (v) result in the
          creation
          of any lien, pledge, mortgage, claim, charge or encumbrance upon any assets
          of
          GBBI; provided, however, that regulatory approvals may be required in connection
          with conducting the Business and GBBI makes no representation with respect
          to
          any such approvals.
 
 (e)
          Litigation. There
          are no actions, suits or proceedings pending or, to GBBI's knowledge,
          threatened, against GBBI before any Governmental Authority which question
          GBBI's
          right to enter into or perform this Agreement or the Asset Purchase Agreement,
          or which question the validity of this Agreement or any of the other Transaction
          Documents.
 
 7.
          TERM
          AND TERMINATION
 
 7.1
          Term.
          This Agreement shall be effective as of the Effective Date, and shall continue
          in effect until terminated pursuant to Section 7.2 (the "TERM").
 
 7.2
          Termination. This Agreement may be terminated as follows:
 
 (a)
          Upon the mutual
          written agreement of LVSG and GBBI.
 
 (b)
          By either LVSG or
          GBBI, effective immediately upon written notice to the other Party, if
          the other
          Party breaches any material provision of this Agreement or of any of the
          other
          Transaction Documents and such breach continues for a period of thirty
          (30) days
          after the delivery of written notice of the default, describing the default
          in
          reasonable detail.
 
 (c)
          By either LVSG or
          GBBI, effective immediately upon written notice to the other Party and
          the
          Company, in the event that the other Party is dissolved, liquidated or
          declared
          bankrupt or a voluntary or involuntary bankruptcy filing is made by such
          Party.
 
 7.3
          Effect.
          Upon termination of this Agreement, the Parties shall negotiate in good
          faith a
          possible purchase by one or more Parties of all outstanding Securities
          held by
          the other Parties or the sale of the Company to a third party. In the event
          that, notwithstanding their good faith negotiations, the Parties are unable
          to
          agree upon such a purchase or sale within thirty (30) days of the notice
          of
          termination, the Parties shall cooperate to cause the Company to be liquidated
          as promptly as practical in accordance with Applicable Law. The rights
          and
          obligations of the Parties under Sections 5.1, 5.2, 5.3 (to the extent
          provided
          therein), this Section 7.3, and Sections 7.4, 7.5 and 8 shall survive any
          termination of this Agreement.
 
 7.4
          Return of
          Confidential Information. Upon the termination of this Agreement, each
          Party, at
          its own cost, shall promptly return to the Disclosing Party any and all
          documents and materials constituting or containing Confidential Information
          of
          the Disclosing Party which are in its possession or control, or at its
          option,
          shall destroy such documents and materials and certify such destruction
          in
          writing to the Disclosing Party.
 
 7.5
          Continuing Liability. Termination of this Agreement for any reason shall
          not
          release any Party from any liability or obligation which has already accrued
          as
          of the effective date of such termination, and shall not constitute a waiver
          or
          release of, or otherwise be deemed to prejudice or adversely affect, any
          rights,
          remedies or claims, whether for damages or otherwise, which a Party may
          have
          hereunder, at law, equity or otherwise or which may arise out of or in
          connection with such termination.
  8.
          GENERAL PROVISIONS
 
 8.1
          Governing
          Law. The validity, construction and enforceability of this Agreement shall
          be
          governed by and construed in accordance with the laws of Nevada.
 
 8.2
          Notices
          and Other Communications. Any and all notices, requests, demands and other
          communications required or otherwise contemplated to be made under this
          Agreement shall be in writing and shall be provided by one or more of the
          following means and shall be deemed to have been duly given (a) if delivered
          personally, when received, (b) if transmitted by facsimile on the date
          of
          transmission with receipt of a transmittal confirmation, (c) if transmitted
          by
          facsimile, on the first (1st) Business Day following receipt of a transmittal
          confirmation, or (d) if by courier service, on the fourth (4th) Business
          Day
          following the date of deposit with such courier service, or such earlier
          delivery date
          as
          may be confirmed in writing to the sender by such courier service. All
          such
          notices, requests, demands and other communications shall be addressed
          as
          follows:
 
 If
          to
          LVSG:
 
 LiveStar
          Entertainment Group, Inc.
 Suite
          400
          62 West 8th Ave.
 Vancouver,
          B.C.
 V5Y
          1M&
 Attention:
          Ray Hawkins
 
 
 If
          to
          GBBI:
 
 GLOBAL
          BANCORP,
          Inc.
 Suite
          400 62 West 8th
          Ave.
 Vancouver,
          B.C.
 V5Y 1M7
 Attention: Romeo (Ray) Prescott
 
 or
          to
          such other address or facsimile number as a Party may have specified to
          the
          other Party in writing delivered in accordance with this Section
          8.2.
 
 8.3
          Severability. If any provision in this Agreement shall be found or be held
          to be
          invalid or unenforceable then the meaning of said provision shall be construed,
          to the extent feasible, so as to render the provision enforceable, and
          if no
          feasible interpretation would save such provision, it shall be severed
          from the
          remainder of this Agreement which shall remain in full force and effect
          unless
          the severed provision is essential and material to the rights or benefits
          received by any Party. In such event, the Parties shall use best efforts
          to
          negotiate, in good faith, a substitute, valid and enforceable provision
          or
          agreement which most nearly affects the Parties' intent in entering into
          this
          Agreement.
 
 8.4
          References; Subject Headings. Unless otherwise indicated, references to
          Sections
          and Exhibits herein are to Sections of, and Exhibits to, this Agreement.
          The
          subject headings of the Sections of this Agreement are included for the
          purpose
          of convenience of reference only, and shall not affect the construction
          or
          interpretation of any of its provisions.
 
 8.5
          Further
          Assurances. The Parties shall each perform such acts, execute and deliver
          such
          instruments and documents, and do all such other things as may be reasonably
          necessary to accomplish the transactions contemplated in this
          Agreement.
 
 8.6
          Expenses.
          Each of the Parties will bear its own costs and expenses, including, without
          limitation, fees and expenses of legal counsel, accountants, brokers,
          consultants and other representatives used or hired in connection with
          the
          negotiation and preparation of this Agreement and consummation of the
          transactions contemplated hereby. All such expenses incurred by the Company
          shall be borne by the Company to the maximum extent permitted by Applicable
          Law
          including, without limitation, expenses relating to the formation of the
          Company, any transfer taxes for transfer of the Company stock to the Parties,
          registration charges, taxes, fees and expenses relating to required governmental
          or regulatory approvals, notary fees and legal fees and expenses.
 
 8.7
          No Waiver. No waiver of any term or
          condition of this Agreement shall be valid or binding on a Party unless
          the same
          shall have been set forth in a written document, specifically referring
          to this
          Agreement and duly signed by the waiving Party. The failure of a Party
          to
          enforce at any time any of the provisions of this Agreement, or the failure
          to
          require at any time performance by one or both of the other Parties of
          any of
          the provisions of this Agreement, shall in no way be construed to be a
          present
          or future waiver of such provisions, nor in any way affect the ability
          of a
          Party to enforce each and every such provision thereafter.
 
 8.8
          Entire
          Agreement; Amendments. The terms and conditions contained in this Agreement
          (including the Exhibits hereto) and the Transaction Documents constitute
          the
          entire agreement between the Parties and supersede all previous agreements
          and
          understandings, whether oral or written, between the Parties with respect
          to the
          subject matter hereof. No agreement or understanding amending this Agreement
          shall be binding upon any Party unless set forth in a written document
          which
          expressly refers to this Agreement and which is signed and delivered by
          duly
          authorized representatives of each Party.
 
 8.9
          Assignment. Neither Party shall assign this Agreement (a) without the other
          Party's prior written consent, except that a Party may assign this Agreement
          to
          a Person into which such Party has merged or which has otherwise succeeded
          to
          all or substantially all of such Party's business or assets and (b) which
          has
          assumed in writing or by operation of law, the assigning Party's obligations
          under this Agreement, provided, however, that the assigning Party shall
          remain
          liable for the assignee's performance of its obligations hereunder. This
          Agreement shall inure to the benefit of, and shall be binding upon, the
          Parties
          and their respective permitted successors and assigns.
 
 8.10
          No
          Agency. The Parties are independent contractors. Nothing contained herein
          or
          done in pursuance of this Agreement shall constitute any Party the agent
          of any
          other Party for any purpose or in any sense whatsoever.
 
 8.11
          No Beneficiaries.
          Nothing herein express or implied, is intended to or shall be construed
          to
          confer upon or give to any person, firm, corporation or legal entity, other
          than
          the Parties and their Affiliates who hold Securities, any interests, rights,
          remedies or other benefits with respect to or in connection with any agreement
          or provision contained herein or contemplated hereby.
 
 8.12
          Effective Date of Transaction Documents. The Transaction Documents other
          than
          this Agreement shall become effective concurrently with consummation, on
          the
          Closing Date, of the transactions described in Section 3.2.
 
 8.13
          Counterparts. This Agreement may be executed in any number of counterparts,
          and
          each counterpart shall constitute an original instrument, but all such
          separate
          counterparts shall constitute only one and the same instrument.
 
 IN
          WITNESS WHEREOF, the Parties have caused their respective duly authorized
          representatives to execute this Agreement as of the Effective Date.
 
 **LIVESTAR
                    ENTERTAINMENT GROUP, INC.**
                **GLOBAL
                    BANCORP, Inc.**By:
                    Ray Hawkins
                By: 
                    Ray
                    PrescottRay
                    Hawkins
                Ray
                    PrescottPresident
                    and CEO
                President
                    and CEO
 
 
 
 EXHIBIT
          1.0
 
 Asset
          Purchase Agreement
 By
          and
          Between
 Global
          Bancorp, Inc. and VOXBOX Telecom, Inc.