JOINT VENTURE AGREEMENT

*** denotes information for which the issuer is requesting confidential
treatment

This JOINT VENTURE AGREEMENT (the "Agreement") is made and entered into as of
this 29th day of December 2005 by and between GLOBETEL WIRELESS CORP., a
Florida corporation, with offices located at 9050 Pines Blvd., Suite 110,
Pembroke Pines, Florida, United States of America ("GlobeTel"), and LLC
INTERNAFTA, a Russian limited liability company, with offices located at ***,
Nahabino, Moscow region, Russia ("RP").

                                   RECITALS:

A.     GlobeTel is in the business of providing systems and network wireless
telecommunications and broadband and has rights to certain intellectual
property in such regard.

B.     RP has capital to provide for the construction of wireless networks
utilizing GlobeTel products and intellectual property.

C.     The parties wish to enter into this Agreement to realize their mutual
goals and objectives.

NOW, THEREFORE, in consideration of the mutual promises contained herein, the
parties agree as follows:

1.     DEFINITIONS.

Capitalized terms used in this Agreement are defined throughout the
Agreement.  Terms not defined herein shall be given their plain English
meaning; provided, however, that those terms, acronyms and phrases known in
the computer software industry which are not defined shall be interpreted in
accordance with their generally accepted industry meaning.


<PAGE>

2.     THE PROJECT.

2.1    NETWORK DEPLOYMENT.  GlobeTel shall use all commercially reasonably
endeavors to deploy and build wireless networks using its know-how in 30
cities located in the Russian Federation (as further described herein, the
"Project").  The wireless network is expected to be generally in keeping with
the description contained in Schedule 2.1.1, with appropriate adjustments.
The 30 cities are tentatively identified on Schedule 2.1.2 (the "Project
Cities") along with the publicly reported population of each city.  The cities
shall be divided into 3 groups (each, a "City Group").  ***  The list of
Project Cities on Schedule 2.1.2 is tentative and preliminary, and the parties
shall in good faith consider deployment in other Russian cities.

2.2      AGREED BUDGET AND RP'S FUNDING.  (a) The agreed budget to deploy and
build wireless networks for each City Group is US$200,000,000 (TWO HUNDRED
MILLION US DOLLARS) for a total aggregate agreed budget for the Project of
US$600,000,000 (SIX HUNDRED MILLION US DOLLARS), which RP shall pay and fund
as provided below.

(b)    RP agrees to make and fund payment to GlobeTel of the US$600,000,000
(SIX HUNDRED MILLION US DOLLARS) in accordance with the following schedule:

         (i)      US$150,000,000 (ONE HUNDRED FIFTY MILLION US DOLLARS) to be
paid on or before *** 2006 (the "Initial Payment").  The Initial Payment shall
be paid into the following account by wire transfer:

***

or to such other bank account as GlobeTel may notify to RP for such purpose.
The Initial Payment can be made under a letter of credit naming GlobeTel as
beneficiary drawn upon a bank approved in advance by GlobeTel.  For the
avoidance of doubt, the Initial Payment can be used by Globetel immediately
for the purpose of the Project in its discretion (subject to Clause 3.3); and


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<PAGE>

         (ii)     for each of the three City Groups:

                  (A)     US$75,000,000 (SEVENTY FIVE MILLION US DOLLARS) to
be paid upon installation of 50% of the total radio transmitters planned for
such City Group whether or not any network for any particular city is
completed; and

         (B)      US$75,000,000 (SEVENTY FIVE MILLION US DOLLARS) to be paid
upon installation of at least 95% of the total radio transmitters planned for
such City Group.

With respect to the payments contemplated by this sub-clause (b)(ii)(A) and
(B), no later than the start of work to build the wireless network in each
City Group, RP shall either place in escrow US$150,000,000 in cash under
escrow arrangements approved in advance by GlobeTel or open a letter of credit
in a form approved in advance by GlobeTel naming GlobeTel as beneficiary in
the amount of US$150,000,000 drawn upon a bank approved in advance by GlobeTel
(or use a combination of such arrangements so as to provide in aggregate such
US$150,000,000 financing).  The parties may agree to make payments under this
sub-clause (b)(ii) to GlobeTel via the JVCo.

(c)      Should RP fail to timely make or fund payment as contemplated by
sub-clause (b) above, GlobeTel may elect to terminate this Agreement.  Should
GlobeTel elect not to so terminate this Agreement, RP shall remain obligated
to perform hereunder but shall have no rights hereunder until it fully
performs its obligations under sub-clause (b) above (and upon such
performance, RP shall have rights hereunder as at and from the date of such
performance but, for the avoidance of doubt, RP shall have no rights hereunder
relating to or as otherwise may have arised with reference to the period prior
to such performance).


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<PAGE>

(d)      All payments due under this Agreement by RP are to be made in U.S.
dollars, free and clear of any set-off, claim or applicable taxes (with
appropriate gross-up for any taxes deducted or withheld so that GlobeTel
receives the full amount to be paid hereunder).

(e)      GlobeTel may apply such financing as it sees fit in connection with
the Project.  GlobeTel shall not be required to account to RP with respect to
the application of such funding.  Such funding represents both financing for
the purchase of the networks contemplated hereby and consideration and
inducement for GlobeTel's entry into and performance under this Agreement,
including its making available GlobeTel's Intellectual Property hereunder.
For the avoidance of doubt, such payments do not constitute the purchase of
the networks (or any Intellectual Property of GlobeTel (or of its affiliates))
by RP.

(f)      (i)      If the Project fails solely due to the malfunction of the
equipment and Software provided by GlobeTel, then GlobeTel shall return to RP
an amount equal to the Initial Payment by SWIFT wire transfer to such bank
account as RP may notify to GlobeTel for such purpose.  Upon working operation
of the wireless network in any Project City (in full or in part), RP shall
have no right to make any claim under this sub-clause (f)(i).

         (ii)     If the Project fails solely due to the inability of RP to
obtain the requisite Governmental Approvals for a material number of Project
Cities in connection with the initial deployment hereunder, having used all
best efforts to do so, then at any time after June 30, 2006 and before
December 1, 2006, RP may request GlobeTel to pay RP an amount equal to the
Initial Payment less an amount of all losses, liabilities, costs and expenses
incurred, or which may be incurred, by GlobeTel (or any of its affiliates),
including internal management time, in connection with the Project, as
GlobeTel shall calculate.


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<PAGE>

2.3      GOVERNMENTAL APPROVALS.  RP shall be solely responsible for the
receipt of all Governmental Approvals needed from time to time in connection
with the deployment, operation and maintenance of the Project.  GlobeTel shall
render all reasonable assistance to RP so that such Governmental Approvals can
be obtained.  For purposes hereof, "Governmental Approval" means any
authorization, consent, approval, license, ruling, permit, certification,
exemption or registration by or with any Governmental Authority, and
"Governmental Authority" means any executive, judicial, legislative,
administrative or other federal, national, state, municipal or local
governmental authority, ministry, department, agency, office, organization or
authority.

2.4      NON-COMPETE.  During the term of this Agreement and for two years
following its termination, RP shall not, and shall ensure that none of its
affiliates, directly or indirectly, offers any product or services or engages
in any activity that competes in whole or part with the products offered or
the activities engaged in by the JV Entities currently or in the future.

2.5      SCOPE OF PROJECT.  GlobeTel may deploy networks in other parts of the
world, and this Agreement only applies to the deployment of the networks in
the Project Cities.  Nothing herein shall be construed to be giving RP rights
to deploy any products of GlobeTel or its affiliates.

3.       JOINT VENTURE ARRANGEMENTS.

3.1      JOINT VENTURE COMPANY.  (a)  The parties expect to structure the
Joint Venture as follows.  GlobeTel shall establish a company (the "JVCo") in
a jurisdiction outside Russia currently expected to be Luxembourg.  The
jurisdiction and corporate form of JVCo is subject to further review by the
parties (including review by their tax and legal advisors).  Upon both the
Initial Payment being made and the initial funding being made under Clause
2.2(b)(ii) (the "Funding Date"), GlobeTel shall promptly procure that RP
receive 50% of the share capital of JVCo entitling it to 50% of any dividends
declared by JVCo from time to time, which may take the form of non-voting
preferred shares of JVCo.  RP shall pay as the purchase price or subscription
price of such shares the par value of such shares.


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<PAGE>

(b)      If following full payment to GlobeTel of the US$600,000,000 financing
contemplated by Clause 2.2 it proves to be the case that such financing is
insufficient for GlobeTel to provide the equipment and Software necessary to
complete the deployment of the wireless network in all the Project Cities
(where such deployment is otherwise reasonably practicable), then:  (i)
GlobeTel (or its affiliate) shall provide or procure such further necessary
equipment and transfer such to OpCo (for the avoidance of doubt, without
GlobeTel receiving any equity of a JVCo Entity in return and not involving
significant expenditure by OpCo) or (ii) if GlobeTel is unable to comply with
its obligation under the preceding sub-clause (i), then RP shall fund the
purchase of such necessary equipment and Software by purchasing GlobeTel's
shares in the JVCo at the price of US$25,000,000 (TWENTY FIVE MILLION US
DOLLARS) for each 5% of total Shares transferred, subject to maximum aggregate
purchases under this sub-clause (B)(ii) of US$125,000,000 (ONE HUNDRED TWENTY
FIVE MILLION US DOLLARS) and 25% of total Shares, provided further that the
purpose of such share transfer shall only be to re-allocate dividends to RP
and arrangements shall be made so that GlobeTel retains all voting and other
rights associated with such transferred Shares other than the right to the
dividends declared thereon following transfer.


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<PAGE>

3.2      OPERATING COMPANY.  JVCo shall hold 100% of the share capital of a
Russian limited liability company ("OpCo", and together with JVCo, the "JV
Entities").  GlobeTel shall nominate (and may remove and replace) the general
director of OpCo from time to time.  Following the Funding Date, RP may
nominate (and may remove and replace) the second principal officer of OpCo.
OpCo shall have no board of directors and the responsibilities otherwise to be
carried by the board shall be carried out by JVCo as the sole participant.

3.3      INITIAL FUNDING, EQUIPMENT, SOFTWARE.  Following its receipt of the
Initial Payment, GlobeTel (or its affiliate) shall make a capital contribution
of US$50,000,000 (FIFTY MILLION US DOLLARS) either to JVCo or OpCo (in the
case of OpCo either directly or via JVCo), such funds to be applied to the
operating costs.  Provided that RP timely complies with all its obligations
hereunder, GlobeTel (or its affiliate) shall transfer or procure the transfer
(by way of in-kind capital contribution or in other arrangements (not
involving significant expenditure by the JV Entities)) the equipment necessary
for the Project to OpCo (either directly or via the JVCo), the deemed value of
which equipment together with associated know-how and Intellectual Property,
the parties agree (and in no circumstances dispute), is at least US$***),
which equipment shall be transferred in connection with the deployment of the
network in particular Project Cities.  Provided that RP timely complies with
all its obligations hereunder, GlobeTel (or an affiliate thereof) shall
transfer or procure the transfer (by way of in-kind capital contribution or in
other arrangements (not involving significant expenditure by the JV Entities))
the Software necessary for the Project to JVCo, which Software shall then be
made available for use by OpCo (in an arrangement not involving significant
expenditure by OpCo), the deemed value of which Software together with
associated know-how and Intellectual Property, the parties agree (and in no
circumstances dispute), is at least US$***).  OpCo will enter into customer
contracts for use of the network. Costs associated with the operation of the
deployed networks will be the responsibility of OpCo as funded by its
operations.


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<PAGE>

3.4      FINANCIAL STATEMENTS.  The parties shall agree on the appointment of
an internationally recognised firm of accountants (being one of the "Big 4"
accounting firms (the "Independent Accountant")), which shall audit the
results of operations of the JV Entities in accordance with US GAAP and/or
IFRS starting with the fiscal year ending December 31, 2006 and, starting in
2007, shall review the quarterly accounts of the JV Entities in accordance
with US GAAP and/or IFRS.

3.5      PROFIT SHARING.  Profits of the joint venture, in the form of
dividends declared by JVCo, shall be shared equally between GlobeTel and RP
provided that RP shall be entitled to no share of profit (and no such
dividends) if it has not fully complied with its obligations under Article 2.
Unless otherwise agreed by the parties, no dividends shall be declared prior
to the substantial completion of the deployment of the Project in all the
Project Cities.  Distribution of profit shall be subject to maintenance of
cash appropriate for the ongoing operations of the Project and the use of
profit for capital expenditure (including upgrades and upkeep of the network)
in connection with the Project.  Such profits may be distributed quarterly on
the basis and upon the preparation of the quarterly accounts of JVCo reviewed
by the Independent Accountant (or, in the case of the fourth quarter and full
financial year, on the basis and upon the preparation of the annual accounts
audited by the Independent Accountant).


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<PAGE>

4.       CORPORATE GOVERNANCE.

4.1      GENERAL.  Each JV Entity and the business of the JV Entities shall be
managed in accordance with applicable law, such entity's constitutive
documents and this Agreement.

4.2      THE BOARD.  Promptly  after the Funding Date,  each of GlobeTel and RP
shall use all reasonable  endeavours (so far as possible under  applicable law)
to cause:
(a)      the board of directors of JVCo to consist of four directors, two of
whom shall be designated or nominated by GlobeTel (the "GlobeTel Directors")
and two of whom shall be designated or nominated by RP (the "RP Directors");

(b)      the GlobeTel Directors and the RP Directors to be removed and/or
replaced from the board only pursuant to the instructions of GlobeTel and RP,
respectively;

(c)      in the event of a GlobeTel Director or RP Director resigning or being
removed pursuant to the preceding sub-clause (b), the vacancy to be filled
only by a person nominated by GlobeTel or RP, respectively;

(d)      the board to be required to meet at least once every three months;
the parties agree that meetings whereby directors can communicate with one
another by telephone or video link shall be valid;

(e)      the board to approve all decisions or resolutions and grant consents
only at a duly constituted meeting (for which the requisite quorum shall be
three directors) and by a vote passed with a majority of at least three out of
four of the members of the board;

(f)      that none of the following matters are pursued by a JV Entity without
the prior approval of (or, where shareholder approval is required, the
recommendation of) the board:

         (i) any amendment to the charter, articles or other constitutive
documents of a JV Entity;


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<PAGE>

         (ii) any merger, consolidation, recapitalization or other business
combination involving a JV Entity;

         (iii) any voluntary liquidation, administration, bankruptcy,
suspension of payments, composition, arrangement or general assignment for the
benefit of creditors or any other similar matter involving a JV Entity;

         (iv) any agreement by a JV Entity to enter into any joint venture,
profit-sharing or similar arrangement;

         (v)      the declaration or payment of any dividend or other
distribution by a JV Entity;

         (vi)     any increase, decrease or other modification of the equity
capital or the authorization, issuance, repurchase or redemption of any equity
securities or securities convertible into or exchangeable for such securities
by a JV Entity;

         (vii)    any grant or waiver of pre-emptive rights with respect to
any shares or capital stock of a JV Entity or securities exchangeable or
convertible into such shares or capital stock;

         (viii)   the establishment or incorporation of any subsidiary of a JV
Entity; and

         (ix)     any material change in the nature of the business operations
of the JV Entity; and

(g)      in connection with any matter which, under the laws of the
jurisdiction of incorporation of JVCo, is required to be approved by the
shareholders of JVCo, any duly convened shareholders' meeting of JVCo (for
which the requisite quorum shall be shareholders holding in aggregate all
voting shares) to approve all decisions or resolutions and grant consents only
by the unanimous vote of (or after receiving the unanimous approval of) all
the voting shares.


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<PAGE>

5.       PROJECT MANAGEMENT.  Each party agrees to appoint and keep in place
during the term of this Agreement one or more project managers (individually,
a "Project Manager") who will allocate such portion of his or her working time
as may be reasonably necessary to facilitate the performance, on a timely
basis and in accordance with any particular project plan, of such party's
obligations under this Agreement or any particular project plan, design or
development specification or other document contemplated hereby.  In addition,
each party will name a project leader (each, a "Project Leader") who will:
(i) be the central point of contact for all matters arising under this
Agreement; (ii) oversee project management and the resource allocations
hereunder; and (iii) have overall responsibility for the facilitation of the
performance of the obligations of the parties contemplated hereby.  The
Project Leader for each respective party shall initially be the following
individuals or their respective designated successors:

RP:           Maxim Chernizov
              c/o Internafta
              ***
              Nahabino, Moscow region
              Russia
              Phone:  ***
              e-mail:  ***

GlobeTel:     Klaus Bonn
              GlobeTel Wireless Europe
              Riemenstr. 30
              74906 Bad Rappenau
              Germany
              Phone:  ***
              Fax:      ***
              e-mail:    ***


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6.       TRANSFER RESTRICTIONS.

6.1      TRANSFERS.  The provisions of this Clause 6 apply in relation to any
Transfer, or proposed Transfer, of Shares in the JV Company (whether ordinary
shares or preferred shares, the "Shares") or any interest in those Shares.
For purposes hereof:

"Change of Control" means, with respect to any party or any Controlling Person
of such party, (i) the sale or other disposition of a Controlling Interest in
such party or Controlling Person, in one or a series of related transactions,
to any person or persons (other than a Controlling Person of such party or any
Subsidiary of such Controlling Person), (ii) the merger or consolidation of
such party or Controlling Person with or into another person or the merger of
another person into such party or Controlling Person with the effect that any
person or persons other than the existing shareholders of such party or
Controlling Person prior to such transaction own or control a Controlling
Interest in the person surviving such merger, or the person resulting from
such consolidation or (iii) the liquidation or dissolution of such party or
Controlling Person.

"Controlling Interest" means the ownership or control, direct or indirect, of
more than fifty percent (50%) of the securities having ordinary voting power
for the election of directors or other governing body of a person or more than
fifty percent (50%) of the partnership or other ownership interest therein
(other than as a limited partner of such person).

"Controlling Person" means, with respect to any person (other than a natural
person), any other person which has a Controlling Interest in such person.


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"Encumbrance" means any mortgage, pledge, lien, charge, assignment,
hypothecation, adverse claim, levy, conditional sale contract, title retention
contract or any other agreement or arrangement which has the same or a similar
effect to grant any of the foregoing.

"Outside Person" means a person that is not a party hereto (or an affiliate
thereof).

"Transfer" means any direct or indirect sale, exchange, transfer (including,
without limitation, any transfer by gift or operation of law, or any transfer
of an economic interest in any derivative security), assignment, distribution
or other disposition, or issuance or creation of any option or any voting
proxy, voting trust or other voting agreement in respect of any person or
instrument (including, without limitation, any of the securities), whether in
a single transaction or a series of related transactions, including without
limitation, (a) the direct or indirect enforcement or foreclosure of any
Encumbrance or (b) any Change of Control.

6.2      RESTRICTION ON TRANSFER.  Except as expressly contemplated by the
terms of this Agreement, no party shall:

(a)      Transfer any Shares;

(b)      grant,  declare,  create or  dispose of any right or  interest  in any
Shares; or

(c)      create or permit to exist any Encumbrance over any Shares.

Any purported Transfer or other disposal of Shares by a party in violation of
this Agreement shall be void and of no effect and shall not operate to
Transfer any interest in the Shares purported to be transferred or otherwise
disposed of to the purported transferee, and such purported transferee shall
have no rights under this Agreement.

6.3      NO TRANSFERS OF PARTIAL HOLDINGS OF SHARES.  No party hereto shall
Transfer any Shares unless it transfers all (and not only part) of the Shares
held by it.


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6.4      INITIAL PERIOD.  Except as permitted in Clause 10.10, no party shall
Transfer any Shares prior to January 1, 2011.

6.5      RIGHT OF FIRST REFUSAL.  (a)  If a party (the "Seller") proposes to
Transfer any Shares to an Outside Person, it may do so only in a Transfer for
cash consideration for all its Shares and the Seller shall first provide the
other party hereto (the "Continuing Shareholder") with a notice of its intent
to transfer such Shares (specifying, with respect to such proposed Transfer,
the name of the proposed transferee (the "Transferee"), the number of Shares
(being all the Shares held by the Seller) and the purchase price per Share
(the "Seller's Notice")) and, for 60 calendar days following the receipt of
such notice, the Continuing Shareholder shall have the exclusive option to
deliver a reply notice (the "Reply Notice") to the Seller setting forth the
irrevocable election of the Continuing Shareholder to require the Seller to
Transfer to the Continuing Shareholder (or its designee) all (and not only
part) of such Shares at the purchase price per Share.

(b)      If there has been a timely election by the Continuing Shareholder to
acquire Shares pursuant to sub-clause (a) above, then the sale of the Shares
shall close at a time and place reasonably acceptable to the Seller and the
Continuing Shareholder; provided that such closing shall not occur more than
10 calendar days after the receipt of all necessary Governmental Approvals (or
if no such approvals are necessary, such closing shall not occur more than 20
calendar days after the date of the Reply Notice).  At such closing, the
Continuing Shareholder will deliver to the Seller the consideration for such
Shares in immediately available funds and the Seller shall deliver to the
Continuing Shareholder the relevant Shares, and all other documents required
to effect the sale of such Shares, free of any Encumbrances.


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<PAGE>

(c)      Subject to Clause 6.6, if the Continuing Shareholder does not
exercise its right to buy under sub-clause (b) above, the Seller may Transfer
its Shares to the Transferee at not less than the price per Share (as stated
in the Seller's Notice) provided that the Transfer is completed within 90
calendar days after the Continuing Shareholder does not elect to buy such
Shares.  Any proposed sale of such Shares following such 90-day period shall
be subject to the procedures of this Article 6.

6.6      TAG-ALONG RIGHTS.  (a)  In addition to its right of first refusal
under Clause 6.5, each party shall have, during the 60 calendar days following
the receipt of the Seller's Notice, the option to deliver a reply notice to
the Seller setting forth the irrevocable election of the Continuing
Shareholder to require the Seller to include in such proposed sale (at the
purchase price per Share specified in the Seller's Notice) all (and not only
part) of the Shares held by the Continuing Shareholder, and the Seller shall
not consummate such sale unless all such Shares of the Continuing Shareholder
are included in such sale.

(b)      If there has been a timely election by the Continuing Shareholder to
sell its Shares pursuant to the election contemplated by sub-clause (a) above,
then the Seller shall arrange for the cash consideration to be paid by the
Transferee pursuant to such Transfer to be transferred directly to the
Continuing Shareholder upon delivery by the Continuing Shareholder of such
Shares being sold.  In the event the Seller or the Continuing Shareholder
either fails to deliver its Shares or breaches any representations, warranties
or pre-closing covenants as may be reasonably required by the Transferee and
such breach results in the nonsatisfaction of a condition to the closing of
such sale which the Transferee does not waive, then (i) any non-breaching
party shall be free to sell its Shares to the Transferee without liability to
the breaching party, (ii) the breaching party shall be liable for (and shall
hold any non-breaching party harmless with respect to) such breach and (iii)
any sale shall not limit or waive in any respect any claim, right or cause of
action that any non-breaching party may have against the breaching party in
respect of such breach.


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(c)      Subject to Clause 6.5, if the Continuing Shareholder does not
exercise its right to buy under sub-clause (b) above, the Seller may Transfer
all its Shares to the Transferee at not less than the price per Share (as
stated in the Seller's Notice) provided that the Transfer is completed within
90 calendar days after the Continuing Shareholder does not elect to exercise
its tag-along rights.  Any proposed sale of such Shares following such 90-day
period shall be subject to the procedures of this Article 6.

6.7      NO BENEFIT.  For the avoidance of doubt, no Outside Party (including
any Transferee) shall have any rights under this Agreement.

7.       INTELLECTUAL PROPERTY.

7.1      OWNERSHIP BY GLOBETEL.  For the avoidance of doubt, GlobeTel (or its
affiliates or its or their providers) owns all right, title, and interest in
any Intellectual Property in connection with and/or arising out the Project,
including the networks and all equipment used in the Project, and RP shall
have no ownership interest therein.  The JV Entities shall have no rights or
interest in any Intellectual Property used or developed in connection with
and/or arising out of the Project except as may be expressly provided under
the terms of any contract entered into between a JV Entity and GlobeTel (or
its affiliate).  RP hereby acknowledges, represents and warrants that it has
no Intellectual Property and RP shall not contribute any Intellectual Property
to the Project.  RP further agrees that it shall not (i) use, copy, modify,
create any derivative work of, or include in any other products any
Intellectual Property used in connection with the Project or any portion
thereof or (ii) reverse assemble, decompile, reverse engineer or otherwise
attempt to derive source code (or the underlying ideas, algorithms, structure
or organization) from any such Intellectual Property.  Any Intellectual
Property developed in connection with the Project shall be the property of
GlobeTel (or its designated affiliate).  Accordingly, the JV Entities shall
execute such documents, render such assistance, and take such other action as
GlobeTel may request to apply for, register, perfect, confirm, and protect
GlobeTel's ownership rights, and GlobeTel shall have the exclusive right to
apply for or register any patents, mask work rights, copyrights, and such
other proprietary protections with respect thereto.  For purposes hereof,
"Intellectual Property" means any intellectual property or proprietary rights
in any jurisdiction, whether owned or held for use under license, whether
registered or unregistered, including such rights in and to: (i) copyrights,
trademarks and pending trademark applications, trade dress, service marks,
certification marks, logos, trade names, brand names, corporate names, assumed
names, business names and domain names; (ii) issued patents and pending patent
applications, utility models, industrial designs, patents of
importation/confirmation, certificates of invention, certificates of
registration and like statutory rights, inventions, invention disclosures,
discoveries and improvements, whether patentable or not; (iii) works of
authorship; (iv) trade secrets, business, technical and know-how information,
non-public information and confidential information and rights to limit the
use or disclosure thereof by any person; and (v) computer software, data
files, source and object codes, user interfaces, manuals, databases and other
specifications and documentation (collectively, "Software").


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<PAGE>

7.2      GLOBETEL MARKS.  GlobeTel may elect to license the use of its
trademarks, trade names and branding to the JV Entities in accordance with
GlobeTel's international practice from time to time.

8.       CONFIDENTIALITY; PUBLICITY.

8.1    NON-DISCLOSURE.  Unless otherwise agreed to in writing by the parties,
each of the parties agrees to, and agrees to cause its respective affiliates,
accountants, attorneys, consultants and all other representatives to, keep and
hold in confidence and not use to the detriment of the other party or its
affiliates, this Agreement and any information acquired pursuant to this
Agreement or in connection with any of the transactions contemplated hereby,
including the business of the joint venture contemplated hereby, unless such
information is:  (a) publicly available; (b) necessary in making any filing or
obtaining any consent or approval required for the consummation of the
transactions contemplated hereby; (c) otherwise required to be disclosed by
any Governmental Authority (including tax authorities), stock exchange,
self-regulatory organization or applicable law; (d) disclosed to the
professional advisers of such Party who are informed of this confidentiality
undertaking; or (e) disclosed in connection with an assignment permitted
hereunder.

8.2      RETURN OR DESTRUCTION OF CONFIDENTIAL INFORMATION.  Upon written
demand by a party (the "Disclosing Party"), that has disclosed proprietary
confidential information pursuant to this Agreement and in any event upon
termination of this Agreement, the party receiving such information (the
"Receiving Party") shall:  (i) cease using such confidential information; (ii)
return such confidential information and all copies, notes or extracts thereof
to the Disclosing Party within seven (7) days of receipt of demand; and (iii)
upon request of the Disclosing Party, certify in writing that the Receiving
Party has complied with the obligations set forth in this paragraph.


                                       17
<PAGE>

8.3      PUBLICITY.  The parties may by mutual consent agree to issue a joint
press release describing the collaboration of the parties.  The parties shall
also consult regularly during the term of the Agreement and issue, as and when
appropriate, such further press releases and/or other publicity materials as
may be appropriate.  The contents of any press releases issued by the parties
shall be subject to the approval of each party, which approval shall not be
unreasonably withheld or delayed.

9.       REPRESENTATIONS AND WARRANTIES.

9.1      RP'S REPRESENTATIONS AND WARRANTIES.  RP represents and warrants to
GlobeTel as follows:

(a)      RP has all requisite right, power and authority and full legal
capacity to execute and deliver this Agreement, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby.  The
execution, delivery and performance by RP of this Agreement, and the
consummation by RP of the transactions contemplated hereby, have been duly
authorized by RP, and no other proceedings (corporate or otherwise) on the
part of RP are necessary to authorize the execution and delivery by RP of this
Agreement or the consummation by RP of the transactions contemplated hereby;

(b)      this Agreement has been duly executed and delivered by RP and
(assuming due and valid authorization, execution and delivery hereof by
GlobeTel) is a valid and binding obligation of RP, enforceable against RP in
accordance with its terms, and, when executed and delivered (and assuming due
and valid authorization, execution and delivery thereof by GlobeTel) will
constitute a valid and binding obligation of RP enforceable against RP in
accordance with its terms except enforcement may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws, now
or hereafter in effect, affecting creditors' rights generally;


                                       18
<PAGE>

(c)      it has sufficient capital to meet its financial and other obligations
hereunder and no Governmental Approvals are required in connection with the
payments contemplated by Clause 2;

(d)      (i) acceptance by GlobeTel of this Agreement, together with the
acceptance of the appropriate remittances of funds as set forth herein will
not breach any applicable rules and regulations designed to avoid money
laundering and (ii) all evidence of the identity of persons provided to
GlobeTel is genuine and all related information furnished is accurate; and

(e)      with reference to the USA PATRIOT Act (including the terms defined
therein):  (i) RP is not a Senior Foreign Political Figure, any member of the
Immediate Family of Senior Foreign Political Figure, or any Close Associate of
a Senior Foreign Political Figure; (ii) RP is not resident in, or organized or
chartered under the laws of, a jurisdiction that has been designated by the
Secretary of the Treasury under Section 311 or 312 of the USA PATRIOT Act as
warranting special measures due to money laundering concerns; and (iii) its
funds do not originate from, nor will they be routed through, an account
maintained at a Foreign Shell Bank, an "offshore bank," or a bank organized or
chartered under the laws of a Non-Cooperative Jurisdiction.

(f)      RP further acknowledges and agrees that any investment, directly or
indirectly, in connection with the Project by or on behalf of the following
persons or entities (each, a "Prohibited Investor") is prohibited and shall
not be allowed by RP:  (i) a person or entity whose name appears on the List
of Specially Designated Nationals and Blocked Persons maintained by the U.S.
Office of Foreign Assets Control ("OFAC"); (ii) a Foreign Shell Bank; (iii) a
person or entity resident in or whose subscription funds are transferred from
or through an account in a Non-Cooperative Jurisdiction; (iv) a person or
entity whose name appears on any other list of prohibited persons and entities
as may be mandated by applicable law or regulation; or (v) a person or entity
whose name appears on any other list of prohibited persons and entities as may
be provided to RP by GlobeTel.  RP represents, warrants and covenants that
neither RP, nor any person controlling, controlled by, or under common control
with RP, nor any person having a beneficial interest in RP, is a Prohibited
Investor, and that RP is not investing and will not invest in the joint
venture and enterprise contemplated hereby on behalf of or for the benefit of
any Prohibited Investor.  RP agrees to promptly notify GlobeTel of any change
in information affecting this representation, warranty and covenant.  RP
acknowledges that if GlobeTel reasonably believes that RP is a Prohibited
Investor, or has otherwise breached any representation, warranty or covenant
hereunder, then GlobeTel may be obligated to cease further performance
hereunder, including an obligation to make no additional investment in
connection with the Project and/or to segregate the assets constituting the
investment hereunder in accordance with applicable regulations, and RP shall
have no claim against GlobeTel (or its principals or affiliates) for any form
of damages or liabilities as a result of any of the aforementioned actions.


                                       19
<PAGE>

(g)      RP further agrees that it shall follow Ethical Practices with respect
to the conduct of its business and of the business of the joint venture
contemplated hereby.  "Ethical Practices" means the practices or procedures
undertaken to ensure that none of RP or any of its shareholders or any of
their respective officers, directors, employees, shareholders or agents take
any action, directly or indirectly, that would result in or would result in
the furtherance of: (i) any offer, payment, promise to pay or authorization of
the payment of any money, or other property, or any gift, promise to give, or
authorization of the giving of anything of value to any government official,
political party, public international organization or official thereof or any
candidate for political office; or (ii) a violation of any applicable laws
regarding corrupt practices.


                                       20
<PAGE>

9.2      GLOBETEL'S REPRESENTATIONS AND WARRANTIES.  GlobeTel represents and
warrants to RP as follows:

(a)      GlobeTel has all requisite right, power and authority and full legal
capacity to execute and deliver this Agreement, to carry out its obligations
hereunder and to consummate the transactions contemplated hereby.  The
execution, delivery and performance by GlobeTel of this Agreement, and the
consummation by GlobeTel of the transactions contemplated hereby, have been
duly authorized by GlobeTel, and no other proceedings (corporate or otherwise)
on the part of GlobeTel are necessary to authorize the execution and delivery
by GlobeTel of this Agreement or the consummation by GlobeTel of the
transactions contemplated hereby; and

(b)      this Agreement has been duly executed and delivered by GlobeTel and
(assuming due and valid authorization, execution and delivery hereof by RP) is
a valid and binding obligation of GlobeTel, enforceable against GlobeTel in
accordance with its terms, and, when executed and delivered (and assuming due
and valid authorization, execution and delivery thereof by RP) will constitute
a valid and binding obligation of GlobeTel enforceable against GlobeTel in
accordance with its terms except enforcement may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium or other similar laws, now
or hereafter in effect. affecting creditors' rights generally.


                                       21
<PAGE>

10.      MISCELLANEOUS.

10.1     TERMINATION.  Following establishment of JVCo, this Agreement shall
terminate automatically (without any action by any party) upon either party
(or its permitted assigns) ceasing to hold any Shares.  Sections 2.2, 2.4 and
2.5 and Articles 7 and 8 and this Article 10 shall survive any expiration or
termination of this Agreement or any project hereunder.

10.2     CONTROLLING LAW.  This Agreement and any action related thereto shall
be governed, controlled, interpreted and defined by and under the laws of
England.

10.3     ARBITRATION.  Except for obtaining relief from a court of competent
jurisdiction in the form of provisional or conservatory measures (including,
without limitation, preliminary injunctions to prevent breaches hereof), to
the extent permitted by applicable law the parties hereto irrevocably agree
that any and all controversies, conflicts or disputes of whatever nature
howsoever arising out of or in connection with, this Agreement (including a
dispute or difference as to the breach, existence, termination or validity of
this Agreement) (each, a "Dispute"), shall (regardless of the nature of the
Dispute) be referred to and finally settled by arbitration at the London Court
of International Arbitration (the "LCIA") under the LCIA Rules (the "Rules")
(which rules are deemed to be incorporated by reference into this Clause 10.3)
by a single arbitrator appointed in accordance with the Rules.  The seat of
arbitration shall be London, England.  In addition to the authority conferred
on the arbitrator by the rules specified above, the arbitrator shall have the
authority to make such orders for interim relief, including injunctive relief,
as he may deem appropriate.  The parties agree that any ruling by the
arbitrator on interim measures shall be deemed to be a final award with
respect to the subject matter thereof and shall be fully enforceable as such.
The procedural law of any reference to arbitration shall be English law.  The
language of arbitration shall be English.  The appointing authority for the
purposes set forth in the Rules shall be the LCIA.  Each party to such
arbitration shall pay legal fees and expenses and other costs incurred in
connection with the arbitration as determined by the arbitrator.  Any award in
connection with the aforementioned arbitration proceeding shall be final,
binding and not subject to appeal, and any judgment upon such award may be
entered and enforced in any court of competent jurisdiction. To the extent
permitted by applicable law, the parties hereby waive all challenge to any
award of an arbitrator under this clause.


                                       22
<PAGE>

10.4     LIMITATION OF LIABILITY.  LIMITATION OF DAMAGES.  EXCEPT FOR BREACH
OF THE OBLIGATIONS OF CONFIDENTIALITY UNDER ARTICLE 8, NEITHER PARTY SHALL BE
LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
CONTRACT, STRICT LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY FOR
ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS, OR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.

10.5     EQUITABLE RELIEF.  Each party acknowledges that a breach by the other
party of any confidentiality or proprietary rights provision of this Agreement
may cause the non-breaching party irreparable damage, for which the award of
damages would not be adequate compensation.  Consequently, the non-breaching
party may institute an action to enjoin the breaching party from any and all
acts in violation of those provisions, which remedy shall be cumulative and
not exclusive, and a party may seek the entry of an injunction enjoining any
breach or threatened breach of those provisions, in addition to any other
relief to which the non-breaching party may be entitled at law or in equity.


                                       23
<PAGE>

10.6     FORCE MAJEURE.  Neither party shall be liable to the other for delays
or failures in performance resulting from causes beyond the reasonable control
of that party, including, but not limited to, acts of God, labor disputes or
disturbances, material shortages or rationing, riots, acts of war,
governmental regulations, communication or utility failures, or casualties.

10.7     RELATIONSHIP OF PARTIES.  The parties are independent contractors
under this Agreement and no other relationship is intended, including a
partnership, franchise, agency, employer/employee, fiduciary, master/servant
relationship, or other special relationship.  Neither party shall act in a
manner which expresses or implies a relationship other than that of
independent contractor, nor bind the other party.

10.8     NO THIRD PARTY BENEFICIARIES.  No provision of this Agreement is
intended or shall be construed to confer upon or give to any third party.

10.9     NOTICES.  Any notice required or permitted to be given by either
party under this Agreement shall be in writing and in the English language and
shall be duly given (a) when delivered by hand or by a reputable overnight
mail service (e.g., Federal Express), or (b) when successfully transmitted by
fax (with a confirming copy of such communication to be sent as provided in
the preceding sub-clause(a)), to the Project Manager of the other party.  A
copy of any notice to the Project Manager of GlobeTel shall simultaneously be
sent to the following:


                                       24
<PAGE>

GlobeTel Communications Corp.
9050 Pines Blvd., Suite 110
Pembroke Pines, FL  33024
Attn:  Mr. Timothy Huff

Fax:  (954) 272-0380

Any notice or other communication not received on a business day or received
after 17:00 hours local time on a business day in the city of the recipient
shall be deemed to be received on the next following business day in the city
of the recipient.

10.10    ASSIGNMENT.  Neither party may assign its rights or delegate its
obligations hereunder, either in whole or in part, whether by operation of law
or otherwise, without the prior written consent of the other party.  Any
attempted assignment or delegation without consent will be void.  However,
GlobeTel may assign its rights hereunder to an affiliate of GlobeTel.  The
rights and liabilities of the parties under this Agreement will bind and inure
to the benefit of the parties' respective successors and permitted assigns.

10.11    WAIVER AND MODIFICATION.  Failure by either party to enforce any
provision of this Agreement will not be deemed a waiver of future enforcement
of that or any other provision.  Any waiver, amendment or other modification
of any provision of this Agreement will be effective only if in writing and
signed by the parties.

10.12    SEVERABILITY.  If for any reason a court of competent jurisdiction
finds any provision of this Agreement to be unenforceable, that provision of
the Agreement will be enforced to the maximum extent permissible so as to
effect the intent of the parties (and shall remain enforceable in any other
jurisdiction), and the remainder of this Agreement will continue in full force
and effect.


                                       25
<PAGE>

10.13    HEADINGS.  Headings used in this Agreement are for ease of reference
only and shall not be used to interpret any aspect of this Agreement.

10.14    RUSSIAN TRANSLATION.  The parties may agree on the text of a Russian
translation of this Agreement and execute such translation in one or more
counterparts, for purposes of obtaining any consents of applicable
governmental authorities in connection with the transactions contemplated
hereby, but the English language version shall be controlling for all purposes
and shall govern for purposes of any dispute between the parties which may
arise out of or in connection with this Agreement.

10.15    ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement
between the parties with respect to the subject matter hereof, and supersedes
and replaces all prior and contemporaneous understandings or agreements,
written or oral, regarding such subject matter.

10.16    COUNTERPARTS.  This Agreement may be executed in two counterparts,
each of which shall be an original and together which shall constitute one and
the same instrument.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by persons
duly authorized as of the date and year first above written.

GLOBETEL WIRELESS CORP.

By:_____________________

Name:

Title:


                                       26
<PAGE>

LLC INTERNAFTA

By:_____________________

Name:  Maxim Chernizov

Title:  General Director

By:_____________________

Name:

Title:  Chief Accountant

[seal]

<PAGE>

                                 Schedule 2.1.1

<PAGE>

                                 Schedule 2.1.2

                                 Project Cities

----------------------------------------------------------
                      Schedule 2.1
----------------------------------------------------------
                     Project Cities
----------------------------------------------------------
                                     Reported
                    City            Population
              ----------------      ----------

1.                 Moscow           12,100,100
2.            Saint Petersburg       4,891,100
3.                  ***                ***
4.                  ***                ***
5.                  ***                ***
6.                  ***                ***
7.                  ***                ***
8.                  ***                ***
9.                  ***                ***
10.                 ***                ***
11.                 ***                ***
12.                 ***                ***
13.                 ***                ***
14.                 ***                ***
15.                 ***                ***
16.                 ***                ***
17.                 ***                ***
18.                 ***                ***
19.                 ***                ***
20.                 ***                ***
21.                 ***                ***
22.                 ***                ***
23.                 ***                ***
24.                 ***                ***
25.                 ***                ***
26.                 ***                ***
27.                 ***                ***
28.                 ***                ***
29.                 ***                ***
30.                 ***                ***