AGREEMENT AND PLAN OF SHARE EXCHANGE

      THIS  AGREEMENT AND PLAN OF SHARE  EXCHANGE is entered into as of December
1, 2005 by and between 110 Media Group, Inc., a Delaware  corporation  ("ONTN"),
and Global Portals Online, Inc., a Florida corporation ("Global").

                                    RECITALS:

      A. Each of the  parties has  previously  executed  and  delivered a letter
dated October 20, 2005 (the "Letter of Intent").

      B. Each of the  parties  desires  that ONTN  acquire all of the issued and
outstanding  shares of common  stock,  par value $.0001 per share of Global (the
"Global Common  Stock") in exchange for shares of common stock,  par value $.001
per share of ONTN (the "ONTN Common  Stock").  Such  transaction  is hereinafter
referred to as the "Exchange."

      C. The Board of Directors of ONTN (i) has determined  that the Exchange is
consistent  with and in furtherance of the long-term  business  strategy of ONTN
and fair to, and in the best  interests of, ONTN and its  shareholders  and (ii)
has approved this  Agreement and Plan of Share Exchange (the  "Agreement"),  the
Exchange and the other transactions  contemplated by this Agreement. None of the
aforesaid actions by the Board of Directors of ONTN has been amended,  rescinded
or modified.

      D. The Board of Directors of Global (i) has  determined  that the Exchange
is consistent  with and in  furtherance  of the long-term  business  strategy of
Global and fair to, and in the best  interests of, Global and its  stockholders,
(ii) has  approved  this  Agreement,  the  Exchange  and the other  transactions
contemplated  by this  Agreement,  (iii) has adopted a resolution  declaring the
Exchange  advisable,  and (iv) has determined to recommend that the stockholders
of Global adopt this  Agreement.  None of the aforesaid  actions by the Board of
Directors of Global has been amended, rescinded or modified.

      E. The  holders of  Twenty-Seven  Million Six Hundred  Five  Thousand  Two
Hundred  Sixty-Four  (27,605,264)  shares of Global Common  Stock,  constituting
ninety-four  and  seven-tenths  percent  (94.7%) of the  issued and  outstanding
shares of Global Common  Stock,  have executed  written  consents  approving the
transactions contemplated by this Agreement, including the Exchange.

      NOW,  THEREFORE,  in  consideration  of the Recitals,  and the  respective
representations,  warranties,  covenants  and  agreements of ONTN and Global set
forth in this Agreement, each of ONTN and Global agrees as follows:
<PAGE>

                                    ARTICLE I

                               Certain Definitions

      1.1 Certain  Definitions.  The  following  terms shall have the  following
respective meanings when utilized in this Agreement:

            "Affiliate"  shall mean, with respect to any specified  Person,  any
other Person which, directly or indirectly,  controls, or is controlled by or is
under  common  control  with,  such  specified  Person.  For  purposes  of  this
definition,  the concept of  "control,"  when used with respect to any specified
Person,  shall signify the  possession of the power to direct the management and
policies of such specified Person,  directly or indirectly,  whether through the
ownership  of voting  securities  or  partnership  or other  equity or ownership
interests, by contract or otherwise.

            "Agreement"  shall mean this  Agreement and Plan of Share  Exchange,
together with the Exhibits attached hereto.

            "Certificates"  shall have the meaning  set forth in Section  2.5(b)
below.

            "Code" shall mean the Internal Revenue Code of 1986, as amended.

            "Closing"  shall have the  meaning  set forth in Article III of this
Agreement.

            "Closing  Date"  shall have the  meaning set forth in Article III of
this Agreement.

            "Dissenting  Shareholder" and "Dissenting  Shareholders"  shall have
the respective meanings set forth in Section 2.9 below.

            "Exchange" shall have the meaning set forth in the Recitals.

            "Effective  Time"  shall have the  meaning  set forth in Section 2.4
below.

            "Exhibits" shall mean, collectively, the exhibits attached hereto.

            "Expenses" shall have the meaning set forth in Section 9.2 below.

            "ERISA" shall mean the Employee  Retirement  Income  Security Act of
1974, as amended, and the rules and regulations promulgated thereunder.

            "Exchange  Act" shall mean the  Securities  Exchange Act of 1934, as
amended.

            "GAAP"  shall  mean,  as of the  date of  determination,  accounting
principles  set forth as  generally  accepted in then  currently  effective  (a)
Opinions  of the  Accounting  Principles  Board  of the  American  Institute  of
Certified  Public  Accountants  or (b)  Statements of the  Financial  Accounting
Standards  Board.  The term  "consistently  applied," as used in connection with

                                       2
<PAGE>

such term, shall mean that the accounting  principles  applied are consistent in
all material respects to those applied at a prior date or for a prior period.

            "Global"  shall  mean  Global  Portals   Online,   Inc.,  a  Florida
corporation.

            "Global  Acquisition  Proposal"  shall have the meaning set forth in
Section 6.3(s) below.

            "Global  Common  Stock"  shall  have the  meaning  set  forth in the
Recitals.

            "Global  December  31,  2004  Financial  Statements"  shall mean the
audited  consolidated  balance  sheets  of Global as of  December  31,  2004 and
December  31, 2003 and the related  consolidated  statements  of income and cash
flows for the years ended December 31, 2004 and December 31, 2003 of Global, all
certified by Bouwhuis, Morrill & Company, Global's independent registered public
accounting firm, whose audit reports thereon are included therewith.

            "Global  June 30,  2005  Balance  Sheet"  shall  mean the  unaudited
consolidated balance sheet of Global as of June 30, 2005.

            "Global June 30, 2005 Financial Statements" shall mean the unaudited
consolidated  balance  sheet of Global as of June 30,  2005,  together  with the
related  statements of income and cash flows for the three and six month periods
ended June 30, 2005.

            "Governmental  Approvals"  shall  mean any  authorization,  consent,
approval,   license,   lease,  ruling,  permit,  tariff,  rate,   certification,
exemption, filing or registration by or with any Governmental Entity.

            "Governmental  Entity"  shall mean any national,  federal,  state or
local  government,  any  political  subdivision  thereof,  or any  governmental,
quasi-governmental,  judicial, public or statutory  instrumentality,  authority,
agency, body or entity.

            "Governmental  Rules" shall mean any law, rule, treaty,  regulation,
ordinance,  code,  order,  judgment,  decree,  directive,   guideline,   policy,
procedure  or  any  similar  form  of  decision  of,  or any  interpretation  or
administration of, any of the foregoing by, any Governmental Entity.

            "Letter of Intent" shall have the meaning set forth in the Recitals.

            "Lien" shall mean, with respect to any asset, any mortgage,  deed of
trust, lien, pledge, negative pledge, hypothecation,  security interest or other
charge,   encumbrance  or  restriction  of  any  kind,  or  any  other  type  of
preferential  arrangement (including any agreement to give any of the foregoing,
any  conditional  sale  agreement,   capital  lease  or  other  title  retention
agreement,  and the filing of or agreement to give any financing statement under
the Uniform  Commercial Code of any jurisdiction) with respect to such asset, or
any  imperfection  of title or adverse claim with respect to such asset.

                                       3
<PAGE>

            "ONTN" shall mean 110 Media Group, Inc., a Delaware corporation.

            "ONTN  Acquisition  Proposal"  shall have the  meaning  set forth in
Section 6.2(s) below.

            "ONTN  Common  Stock"  shall  have  the  meaning  set  forth  in the
Recitals.

            "ONTN December 31, 2004 Financial Statements" shall mean the audited
consolidated  balance  sheets of ONTN as of December  31, 2004 and  December 31,
2003 and the related  consolidated  statements  of income and cash flows for the
years ended  December 31, 2004 and December 31, 2003 of ONTN,  all  certified by
Marcum & Kliegman,  LLP, ONTN's then independent  registered  public  accounting
firm, whose audit reports thereon are included therewith.  The ONTN December 31,
2004  Financial  Statements  are included in ONTN's Annual Report on Form 10-KSB
for the period ended  December  31, 2004,  which has been filed by ONTN with the
SEC.

            "ONTN  June  30,  2005  Balance  Sheet"  shall  mean  the  unaudited
consolidated  balance sheet of ONTN as of June 30, 2005.  The ONTN June 30, 2005
Balance  Sheet is  included  in ONTN's  Quarterly  Report on Form 10-QSB for the
period ended June 30, 2005, which has been filed by ONTN with the SEC.

            "ONTN June 30, 2005 Financial  Statements"  shall mean the unaudited
consolidated  balance  sheet  of ONTN as of June  30,  2005,  together  with the
related  unaudited  statements  of income  and cash  flows for the three and six
month periods ended June 30, 2005. The "ONTN June 30, 2005 Financial Statements"
are included in ONTN's Quarterly Report on Form 10-QSB for the period ended June
30, 2005, which has been filed by ONTN with the SEC.

            "ONTN SEC  Reports"  shall  have the  meaning  set forth in  Section
4.7(a) below.

            "Person" shall mean any  individual,  person,  sole  proprietorship,
company, corporation,  partnership, joint venture, trust, association, entity or
Governmental Entity, or any group composed of any of the foregoing.

            "SEC"  shall  mean  the  United  States   Securities   and  Exchange
Commission.

            "Securities Act" shall mean the Securities Act of 1933, as amended.

            "Transfer" shall mean any sale,  assignment,  transfer,  conveyance,
exchange, gift, pledge,  hypothecation,  encumbrance or other disposition of any
security. Without limiting the generality of the immediately preceding sentence,
the term  "Transfer"  shall  include any exchange or  disposition  of securities
resulting from the reorganization or  recapitalization of a Person or the merger
or consolidation of a Person into or with another Person.

                                       4
<PAGE>

      1.2  Interpretation.  In this Agreement,  the singular includes the plural
and the plural  includes the singular;  words  importing any gender  include the
other  gender;  references  to statutes or  regulations  are to be  construed as
including  all  statutory or regulatory  provisions  consolidating,  amending or
replacing the statute or regulation referred to; references to "writing" include
printing,  typing,  lithography,  facsimile  reproduction  and  other  means  of
reproducing words in a tangible visible form; the words "including,"  "includes"
and "include" shall be deemed to be followed by the words "without  limitation;"
references to articles,  sections exhibits, annexes or schedules are to those of
this Agreement  unless otherwise  indicated;  references to agreements and other
contractual  instruments  shall be deemed to include all exhibits and appendices
attached  thereto  and all  subsequent  amendments,  but only to the extent such
amendments  and  other  modifications  are not  prohibited  by the terms of this
Agreement;  and references to Persons  include their  respective  successors and
assigns and, in the case of Governmental  Entities,  Persons succeeding to their
respective functions and capacities.

                                   ARTICLE II

                             Plan of Share Exchange

      2.1  Exchange.  As of the  Effective  Time  (as such  term is  hereinafter
defined),  all of the  shareholders  of Global not dissenting  from the Exchange
shall exchange all of the issued and  outstanding  shares of Global Common Stock
for an aggregate of Eleven Million Four Hundred Forty-Two  Thousand Four Hundred
Forty-Six  (11,442,446)  shares of ONTN  Common  Stock,  on the basis of Two and
Fifty-Four One Hundredths  (2.54) shares of Global Common Stock for one share of
ONTN Common Stock, and Global will become a wholly-owned subsidiary of ONTN.

      2.2  Satisfaction  of Rights of Global  Shareholders.  All  shares of ONTN
Common Stock into which shares of Global Common Stock shall have been  converted
and become  exchangeable  pursuant to the Exchange  shall be deemed to have been
paid in full satisfaction of such converted shares of Global Common Stock.

      2.3 Fractional  Shares. The shares of ONTN Common Stock issued pursuant to
the Exchange  shall be rounded to the nearest  whole share of ONTN Common Stock,
and no  fractional  shares of ONTN Common Stock shall be issued  pursuant to the
Exchange.

      2.4 Articles of Share Exchange. As promptly as possible after the Closing,
ONTN shall  Articles of Share  Exchange in  substantially  the form of Exhibit A
attached  hereto with the  Secretary of State of the State of Florida.  The date
and  time  that  the  Articles  of Share  Exchange  are so filed is  hereinafter
referred to as the "Effective Time."

      2.5 Surrender of Certificates.

            (a) ONTN to Provide Shares.  Promptly after the Effective Time, ONTN
shall make  available in  accordance  with this Article II the ONTN Common Stock
issuable  pursuant to this Article II in exchange for the outstanding  shares of
Global Common Stock.

                                       5
<PAGE>

            (b) Exchange  Procedure.  Promptly  after the Effective  Time,  ONTN
shall mail to each holder of record (as of the Effective  Time) of a certificate
or  certificates,  which  immediately  prior to the Effective  Time  represented
outstanding shares of Global Common Stock (collectively, the "Certificates") (i)
a letter of  transmittal  in customary  form (which shall  specify that delivery
shall be effected,  and risk of loss and title to the  Certificates  shall pass,
only upon delivery of the Certificates to ONTN and (ii)  instructions for use in
effecting  the  surrender  of the  Certificates  in  exchange  for  certificates
representing  shares of ONTN Common Stock.  Upon surrender of  Certificates  for
cancellation to ONTN,  together with such letter of transmittal,  duly completed
and validly executed in accordance with the instructions thereto, the holders of
such Certificates shall be entitled to receive in exchange therefor certificates
representing  the number of shares of ONTN Common  Stock into which their shares
of Global  Common  Stock were  converted  pursuant  to this  Article II, and the
Certificates so surrendered  shall forthwith be canceled.  Until so surrendered,
outstanding  Certificates will be deemed,  from and after the Effective Time, to
evidence  only the  ownership of the number of whole shares of ONTN Common Stock
into which such shares of Global Common Stock shall have been so converted.

            (c) Transfers of Ownership.  If certificates  representing shares of
ONTN  Common  Stock  are to be  issued  in a name  other  than that in which the
Certificates  surrendered  in exchange  therefore are  registered,  it will be a
condition  of the issuance  thereof  that the  Certificates  so  surrendered  be
properly  endorsed and otherwise in proper form for transfer and that the person
requesting such exchange have (i) paid to ONTN or any agent designated by it any
transfer or other  taxes  required  by reason of the  issuance  of  certificates
representing  ONTN  Common  Stock in any name other than that of the  registered
holder of the  Certificates  surrendered,  or (ii) established to the reasonable
satisfaction  of ONTN or any agent  designated by it that such tax has been paid
or is not payable.

            (d) Restricted Securities. The shares of ONTN Common Stock issued to
the shareholders of Global shall constitute  restricted  securities as such term
is defined in Rule 144  promulgated  by the SEC under the  Securities  Act. Each
certificate  representing  shares of ONTN  Common  Stock  shall bear a legend in
substantially the following form:

            "The  securities  represented  by this  certificate  have  not  been
            registered  under the Securities Act of 1933, as amended (the "Act")
            or applicable  state law.  These  securities  may not be offered for
            sale or sold in the absence of an effective  registration  statement
            under the Act and  applicable  state  law,  or an opinion of counsel
            reasonably   satisfactory   to  the  issuer  and  its  counsel  that
            registration is not required."

            (e)  Required  Withholding.  ONTN  shall be  entitled  to deduct and
withhold from any  consideration  payable or otherwise  deliverable  pursuant to
this  Agreement  to any  holder or former  holder of Global  Common  Stock  such
amounts as may be required to be deducted or withheld  therefrom  under the Code
or other state,  local or foreign tax law. To the extent that any such amount is
so deducted or withheld,  such amount  shall be treated for all  purposes  under
this  Agreement  as having  been paid to the person to whom such  amounts  would
otherwise have been paid.

                                       6
<PAGE>

            (f) No Liability.  Notwithstanding  anything to the contrary in this
Article II,  neither  ONTN nor Global shall be liable to a holder of ONTN Common
Stock or Global Common Stock for any amount  properly paid to a public  official
pursuant to any applicable abandoned property, escheat or similar law.

      2.6  Lost,  Stolen  or  Destroyed  Certificates.  In the  event  that  any
Certificates shall have been lost, stolen or destroyed, the ONTN shall issue and
pay in exchange for such lost, stolen or destroyed Certificates, upon the making
of an  affidavit  of that fact by the  holder  thereof  or an officer of Global,
certificates  representing the ONTN Common Stock into which the shares of Global
Common Stock represented by such  Certificates  were converted  pursuant to this
Article  II;  provided,  however,  that ONTN  may,  in its  discretion  and as a
condition  precedent  to the  issuance of such  certificates  representing  ONTN
Common Stock require the owner of such lost, stolen or destroyed Certificates to
deliver a bond in such sum as it may reasonably  direct as indemnity against any
claim that may be made against  ONTN or Global with respect to the  Certificates
alleged to have been lost, stolen or destroyed.

      2.7 Tax Treatment.  It is intended by the parties hereto that the Exchange
shall constitute a tax-free reorganization pursuant to the provisions of Section
368(a)(l)(B) of the Code (and comparable  provisions of any applicable  state or
local laws).  Both prior to and after the Effective Time, each party's books and
records shall be maintained, and all federal, state and local income tax returns
and schedules  thereto shall be filed in a manner  consistent with, the Exchange
being  qualified  as a tax-free  reorganization  pursuant to the  provisions  of
Section  368(a)(l)(B) of the Code (and  comparable  provisions of any applicable
state or local laws).

      2.8  Accounting  Treatment.  The  Exchange  shall  be  accounted  for as a
"reverse acquisition."

      2.9 Appraisal  Rights.  Notwithstanding  anything in this Agreement to the
contrary,  to the extent provided by the Florida Business  Corporation Act, ONTN
will not make any payment of shares of ONTN Common  Stock in exchange for shares
of Global Common Stock held by any person (each a "Dissenting  Shareholder"  and
collectively,  the "Dissenting  Shareholders") who elects to demand appraisal of
his or her shares and duly and timely complies with all of the provisions of the
Florida  Business  Corporation  Act  concerning  the right of  holders of Global
Common  Stock  to  require  appraisal  of  their  shares,  but  such  Dissenting
Shareholders shall have the right to receive such consideration from ONTN as may
be determined to be due such Dissenting Shareholders pursuant to the laws of the
State of  Florida.  If,  after the  Effective  Time,  a  Dissenting  Shareholder
withdraws his or her demand for appraisal or fails to perfect or otherwise loses
his or her right of  appraisal,  in any case  pursuant to the  Florida  Business
Corporation Act, each of his or her shares of Global Common Stock will be deemed
to be converted  as of the  Effective  Time into the right to receive  shares of
ONTN Common Stock pursuant to this Article II.

                                       7
<PAGE>

                                   ARTICLE III

                                     Closing

      Subject to the  provisions of Article VIII and IX of this  Agreement,  the
closing of the transactions contemplated by this Agreement (the "Closing") shall
take place at the offices of  Winderweedle,  Haines,  Ward & Woodman,  P.A., 390
North Orange Avenue, Suite 1500, Orlando,  Florida 32801, at 10:00 a.m., Eastern
time, on December 8, 2005, or such other place,  time or date as the parties may
mutually determine.  Notwithstanding the provisions of the immediately preceding
sentence hereof, in no event shall the Closing take place later than Decmber 31,
2005.  The time and  date of the  Closing  are  hereinafter  referred  to as the
"Closing Date."

                                   ARTICLE IV

                  Representations and Warranties Regarding ONTN

      In order to induce  Global to execute and deliver this  Agreement,  and to
consummate the transactions contemplated hereby, ONTN represents and warrants to
Global as follows:

      4.1 Corporate Organization and Good Standing.

            (a) ONTN is a corporation  duly organized,  validly  existing and in
good  standing  under the laws of the State of  Delaware.  ONTN is  qualified to
transact  business  as a foreign  corporation  in every  jurisdiction  where the
character of its activities requires such qualification.  ONTN has all requisite
corporate  power,  franchises,  licenses and authority to own, lease and operate
its  respective  assets and properties and to carry on its business as presently
conducted.

            (b) The business of ONTN is not conducted  directly or indirectly by
means of any wholly or partially owned subsidiary or direct or indirect interest
in any other  corporation,  partnership,  joint  venture,  association  or other
Person, except as is set forth in the ONTN Disclosure Letter.

            (c)  True,   correct  and   complete   copies  of  the  Articles  of
Incorporation  of ONTN,  certified  by the  Secretary  of State of the  State of
Delaware,  and of the Bylaws of ONTN, certified by the Secretary of ONTN, all as
in effect on the date hereof, have been delivered to Global. A true, correct and
complete  copy of the  minute  book of ONTN has  been  previously  delivered  to
Global.

      4.2  Capitalization of ONTN. The authorized capital stock of ONTN consists
solely of Ten Million  (10,000,000)  shares of Preferred  Stock, par value $.001
per share, and One Hundred Million (100,000,000) shares of ONTN Common Stock. No
shares of  Preferred  Stock are issued and  outstanding,  and Five  Million  Two
Hundred One Thousand One Hundred Twelve  (5,201,112) shares of ONTN Common Stock
are issued and  outstanding.  No other shares of ONTN's capital  stock,  whether
preferred or common,  are authorized,  issued or outstanding.  All of the issued
and  outstanding  shares of ONTN Common  Stock are duly and  validly  issued and
outstanding,  fully  paid  and  nonassessable,   and  none  of  the  issued  and
outstanding  shares  of ONTN  Common  Stock  were  issued  in  violation  of the
preemptive rights of any Person.

                                       8
<PAGE>

      4.3  Options,  Warrants  and  Rights.  There  are no  authorized,  issued,
outstanding or contemplated  subscriptions,  options,  warrants,  calls, rights,
commitments,  contracts  or other  agreements  of any  nature  whatsoever  which
obligate  ONTN to issue or sell  any  shares  of its  capital  stock,  including
without  limitation  shares of ONTN Common Stock, or any securities  convertible
into or  evidencing  the right to  purchase or  subscribe  for any shares of its
capital stock,  including without limitation shares of ONTN Common Stock. Except
as set forth in the ONTN Disclosure Letter and except for this Agreement,  there
are no authorized,  outstanding or  contemplated  agreements or  understandings,
whether  written or oral,  with  respect to the voting,  sale or Transfer of any
shares of capital stock of ONTN, including without limitation the shares of ONTN
Common Stock.

      4.4  Compliance  with Certain  Instruments.  Except as is set forth in the
ONTN Disclosure Letter, ONTN is in full compliance with all of the provisions of
each and every  one of the  agreements,  contracts,  leases,  notes,  mortgages,
commitments and undertakings to which it is a party or by which it or any of its
properties or assets is bound. ONTN has not received any notice, whether oral or
written,  to the effect that a default has occurred  under any of the provisions
of any such agreements,  contracts,  leases,  notes,  mortgages,  commitments or
undertakings,  and,  except as is set forth in the ONTN Disclosure  Letter,  the
management  of ONTN is not aware of any fact which would lead it to believe that
any such  default  (with or without the giving of notice or the lapse of time or
both) has  occurred.  ONTN has not waived any right or remedy  under any of such
agreements, contracts, leases, notes, mortgages, commitments or undertakings.

      4.5 Consents and Approvals;  Conflict with Other  Instruments.  Except for
any required  waivers,  consents or approvals  set forth in the ONTN  Disclosure
Letter, the execution,  delivery and performance by ONTN and the consummation of
the transactions contemplated hereby:

            (a) do not and will not  violate  (with or  without  the  giving  of
notice or the lapse of time or both) any  Governmental  Rule, or require consent
or approval from any Governmental Entity; and

            (b) do not and will not require any consent or approval  under,  and
do not and will not conflict with, or result in the breach or termination of any
provision of, or constitute a default under,  or result in the  acceleration  of
the  performance of the  obligations of ONTN under, or result in the creation of
any Lien upon any or all of the properties,  assets or business of ONTN pursuant
to, its Certificate of Incorporation or Bylaws or any indenture,  mortgage, deed
of trust, lease, licensing agreement,  contract,  instrument or other agreement,
or any Governmental  Rule, to which ONTN is a party or by which it or any of its
assets or properties are bound.

                                       9
<PAGE>

      4.6 Books and Records.  The books and records of ONTN  (including  without
limitation the books and records of account) are all true, correct and complete,
and fairly reflect a true record of the business and affairs of ONTN.

      4.7 ONTN SEC Filings and Financial Statements.

            (a) ONTN has filed all forms,  reports and documents  required to be
filed  by it with the  SEC.  All such  required  forms,  reports  and  documents
(including the financial  statements,  exhibits and schedules  thereto and those
documents  that ONTN may file  subsequent  to the date hereof) are  collectively
referred to herein as the "ONTN SEC Reports." As of their respective  dates, the
ONTN SEC Reports (i) were prepared in accordance  with the  requirements  of the
Securities  Act or the  Exchange  Act,  as the case may be,  and the  rules  and
regulations of the SEC  thereunder  applicable to such ONTN SEC Reports and (ii)
did not at the time they were  filed (or if amended  or  superseded  by a filing
prior to the date of this  Agreement,  then on the date of such filing)  contain
any  untrue  statement  of a  material  fact or omit to  state a  material  fact
required  to be stated  therein  or  necessary  in order to make the  statements
therein,  in the light of the  circumstances  under  which they were  made,  not
misleading.

            (b) Each of the ONTN December 31, 2004 Financial  Statements and the
ONTN June 30, 2005 Financial  Statements  (including,  in each case, any related
notes  thereto) were prepared in accordance  with the books and records of ONTN,
are true, correct and complete, were prepared in accordance with GAAP applied on
a consistent basis throughout the periods involved, and each fairly presents the
consolidated  financial  position of ONTN as of the respective dates thereof and
the consolidated results of its operations and cash flows and stockholder equity
for the periods indicated.

      4.8 Absence of Undisclosed Liabilities.

            (a)  ONTN  does not have any  liabilities  or  obligations,  whether
absolute, contingent, accrued, asserted, unasserted or otherwise, other than (i)
those appearing and fully reserved against on the ONTN Balance Sheet, (ii) those
specifically  referred to and  quantified in the notes included in the ONTN June
30, 2005  Financial  Statements,  (iii)  those set forth in the ONTN  Disclosure
Letter and (iv) those to be incurred  between the date of this Agreement and the
Closing  Date in  transactions  in the  ordinary and usual course of business of
ONTN.

            (b) Except for checks and drafts  endorsed in the ordinary and usual
course of business,  ONTN has not guaranteed any obligation or  indebtedness  of
any Person.

      4.9  Changes  in  Business.  Except  as set  forth in the ONTN  Disclosure
Letter, since June 30, 2005:

            (a) there has not been any material  adverse change in the financial
condition, assets, properties,  liabilities,  business, affairs or operations of
ONTN;

                                       10
<PAGE>

            (b) there has not been any damage,  destruction  or loss as a result
of any event (whether or not covered by insurance), including without limitation
fire, explosion, pollution, accident, earthquake, lightning, weather, hurricane,
tornado,  smoke,  hail,  flood,  Act of God,  strike,  work  stoppage,  lockout,
combination  of  workmen,  sabotage,   condemnation,  riot,  civil  disturbance,
vandalism,  terrorism,  war or act of public enemy,  or any  cancellation of any
supplier,  license,  lease,  sales or other  agreement to which ONTN is a party,
which adversely affects the assets, properties,  business, affairs or operations
of ONTN;

            (c) ONTN has not engaged in any  activity or entered into or carried
out any  transaction,  other  than  in the  ordinary  and  usual  course  of its
business,  or experienced any occurrence or circumstance  which has had or might
be expected to have a material  adverse  effect on ONTN's  financial  condition,
results of operations,  assets,  properties,  liabilities,  business, affairs or
operations;

            (d)  ONTN  has not  paid or  committed  itself  to pay to or for the
benefit of any its  directors,  officers,  employees  or any other  Person,  any
salary, wage, bonus, profit-sharing, pension, retirement, deferred compensation,
severance or termination payment, or any other form of direct or indirect bonus,
special compensation or benefit,  other than in the ordinary and usual course of
its business consistent with prior practices;

            (e) ONTN has not made or permitted itself to make, amend, modify, or
cancel any  agreement,  waive any right of value,  or  engaged in any  activity,
which may have the effect of accelerating the payment of any purchase price, fee
or  other  amount  in  connection  with  any of its  accounts  payable  or other
obligations;

            (f) ONTN has not written  down the value of any asset  reflected  on
the ONTN June 30,  2005  Balance  Sheet,  nor written  off as  uncollectible  or
otherwise  any note or account  receivable or portion  thereof  reflected on the
ONTN June 30, 2005 Balance Sheet;

            (g) there has not been any amendment or  termination,  or any notice
of  any  proposed  amendment  or  termination,   of  any  contract,   agreement,
instrument,  plan,  lease or  license to which ONTN is a party or by which it or
any of its assets or properties may be bound;

            (h)  there  has not  been any  cancellation  or  termination  or any
threatened  cancellation  or termination by any supplier of goods or services to
ONTN;

            (i) there has not been granted,  modified, amended or terminated any
Lien with  respect to any asset or  property  of ONTN,  any  commitment  made or
liability  incurred by ONTN, any cancellation or compromise of any debt or claim
of ONTN,  or any  disposition,  or agreement  for  disposition,  of any asset or
property of ONTN,  other than in the  ordinary  and usual  course of business of
ONTN;

            (j)  there  has not been any  labor  strike,  labor  dispute  or any
attempt by any labor union to organize  any of the  employees  of ONTN,  nor any
threat of any labor strike,  labor  dispute or attempt to organize  employees of
ONTN;

                                       11
<PAGE>

            (k) there has not been any charge filed against or with respect ONTN
involving or relating to any unlawful employment practice or occupational safety
or health standard  pursuant to any federal,  state or local law, nor any threat
of the filing of any such charge;

            (l) there has been no  issuance  of any  purchase  order by ONTN for
properties,  assets,  goods  or  services,  or any  incurrence  by  ONTN  of any
liability, other than in the ordinary and usual course of ONTN's business;

            (m) ONTN has not made or permitted  itself to make any  distribution
of its assets by way of  declaration  or payment of any dividend,  redemption or
purchase of any shares of capital stock or other  securities of ONTN,  including
without limitation shares of ONTN Common Stock, or otherwise;

            (n)  ONTN  has not  incurred  or  become  subject  to any  claim  or
liability for damages or alleged  damages for any actual or alleged  negligence,
products liability or other tort or breach of contract or otherwise;

            (o)  ONTN  has not  undertaken  any  borrowing  or loan  transaction
(whether as lender or borrower) with any Person,  including  without  limitation
any director, officer, employee, shareholder or Affiliate of ONTN;

            (p) ONTN has not offered,  issued or sold, or agreed to offer, issue
or sell,  any of its  shares  of  capital  stock or  other  securities  of ONTN,
including  without  limitation shares of ONTN Common Stock, or granted or agreed
to grant any  option,  warrant or other  right to  acquire  any of its shares of
capital stock or other securities of ONTN,  including without  limitation shares
of ONTN Common Stock; and

            (q) ONTN has not entered into, or agreed to enter into,  any merger,
consolidation or sale of all or substantially all of its assets and properties.

      4.10  Disputes  and  Litigation.  Except  as is  set  forth  in  the  ONTN
Disclosure Letter,  there is no claim,  arbitration,  litigation,  proceeding or
governmental  investigation  in  progress,  pending  or  threatened  against  or
affecting ONTN or the  properties,  assets,  business,  affairs or operations of
ONTN. Except as is set forth in the ONTN Disclosure  Letter,  ONTN does not have
any dispute in progress,  pending or threatened,  involving, with or against any
supplier,  creditor, customer, landlord, licensor or other third party with whom
or with which ONTN does  business,  nor with any of the  employees of ONTN,  nor
with any other  Person.  The  management of ONTN has no knowledge of any fact or
circumstance  which  might lead it to  believe  that any  dispute or  litigation
involving or affecting  ONTN or its  properties,  assets,  business,  affairs or
operations  might  arise.  ONTN is not  subject to any  judgment,  order,  writ,
injunction or decree of any court or governmental authority.

                                       12
<PAGE>

      4.11  Properties  and  Assets.  The  properties  and assets  owned by ONTN
include:

            (a) the  properties  and assets  reflected on the ONTN June 30, 2005
Balance  Sheet,  except  for those  properties  and  assets of ONTN  which  were
disposed of at not less than their  respective fair market values  subsequent to
June 30, 2005 in the ordinary and usual course of ONTN's business; and

            (b) the  properties and assets  acquired by ONTN  subsequent to June
30, 2005 in the  ordinary  and usual  course of its  business,  other than those
properties and assets subsequently disposed of at not less than their respective
fair market values in the ordinary and usual course of ONTN's business.

ONTN is in possession of all of the  properties and assets owned or leased by it
or  required  for the  conduct of  business  in the  ordinary  and usual  course
thereof.

      4.12 Title to Property. ONTN holds good, valid and marketable title to all
of its properties  and assets (which  includes  without  limitation all of those
properties  and assets  described in Section 4.11 above),  free and clear of any
and all Liens,  other than (a) Liens for taxes not yet due and payable,  and (b)
such Liens as are listed in the ONTN Disclosure Letter.

      4.13 Condition of Assets.  All of the properties and assets owned,  leased
or utilized by ONTN in its  business,  whether real,  personal or mixed,  are in
good  condition  and  repair,  ordinary  wear  and  tear  excepted,  are in good
operating  order and are fit for the  purposes  for which  they are used and are
intended to be used.

      4.14 Real Property Ownership. ONTN does not own any real property.

      4.15 Real Property Leases.

            (a) The  ONTN  Disclosure  Letter  sets  forth a true,  correct  and
complete  list of all of the real  property  leases to which  ONTN is a party as
tenant,  including the street address of each property,  the name and address of
each landlord and property manager and the expiration date of each lease.  True,
correct  and  complete  copies of each such lease,  and any and all  amendments,
modifications and extensions thereof, have previously been delivered to Global.

            (b) Except as is set forth in the ONTN  Disclosure  Letter,  ONTN is
not in default under any real property  lease to which it is a party,  and there
has not  occurred  and there does not exist under any such  lease,  any event of
default  or event  which,  with  notice  or the  lapse  of time or  both,  would
constitute a default. Except as is set forth in the ONTN Disclosure Letter, ONTN
has not received any notice of  noncompliance  with any applicable  Governmental
Rule  relating  to  any  real  property  as to  which  it  is a  tenant  or  the
condemnation of any real property as to which it is a tenant.

                                       13
<PAGE>

      4.16  Related  Party  Transactions.  Except  as is set  forth  in the ONTN
Disclosure  Letter,  ONTN has no receivables owing by, or payables owing to, any
of its shareholders, directors, officers or other employees, or their relatives,
or by  any  Affiliate  of any of  them.  Except  as is  set  forth  in the  ONTN
Disclosure  Letter,  since  January  1,  2003,  ONTN  has  not  engaged  in  any
transaction  with  any  of  its  shareholders,   directors,  officers  or  other
employees,  or their  relatives,  or any Affiliate of any of them,  which is not
disclosed in the ONTN SEC Reports.

      4.17 Intangible Personal Property.

            (a) The  ONTN  Disclosure  Letter  sets  forth a true,  correct  and
complete list of all customer and supplier  lists,  franchises,  non-competition
covenants,  patents,  patent  applications,  inventions,  trademarks,  trademark
application,  copyrights,  trade names, licenses and securities which are owned,
used by or accrue to the  benefit  of ONTN,  including,  where  applicable,  the
jurisdiction  or  jurisdictions  in which such items are licensed or registered.
Such  scheduled  items of intangible  personal  property are all of the items of
intangible  personal  property  required and  necessary  for ONTN to conduct its
business as presently conducted.

            (b) Except as is set forth in the ONTN  Disclosure  Letter,  ONTN is
the sole and exclusive owner of, and has the unrestricted  right to use, each of
the scheduled items of intangible  personal property.  No claims or demands have
been  asserted  against  ONTN  with  respect  to any of the  scheduled  items of
intangible  personal  property  and no  proceedings  have been  instituted,  are
pending or have been threatened  which challenge the rights of ONTN with respect
to any of such items of intangible  personal property.  There are no facts known
to the management of ONTN which might reasonably serve as the basis, in whole or
in part, of any claim that any asset  utilized by ONTN infringes upon the rights
of any  other  Person,  or of any  claim  that  ONTN  has not,  in all  material
respects,  performed all  obligations  required to be performed by it, or of any
claim  that ONTN is in default in any  respect  under or with  respect to any of
such items of intangible  personal  property.  The ONTN  Disclosure  Letter sets
forth the name,  address and  percentage of ownership of any Person,  other than
ONTN,  who or which owns each item of intangible  personal  property  which ONTN
uses and specifies the date of the agreement authorizing such use. True, correct
and complete  copies of all such  agreements  have  previously been delivered to
Global.

            (c) Except as is set forth in the ONTN Disclosure Letter,  since the
beginning of the negotiations culminating in the execution of this Agreement, no
action has been taken by ONTN or any of its  officers,  directors,  employees or
agents  with  respect  to any item of  intangible  property,  which will have an
adverse  effect upon the  goodwill of ONTN,  including  without  limitation  its
relationship with any supplier or customer, other than those actions customarily
taken and consistent with the ordinary and usual business  practices of ONTN and
as  incidents  of its  day-to-day  operations  of  its  business  as  heretofore
conducted.  During the one year period  preceding the beginning of  negotiations
between ONTN and Global, information as to or contained in customer and supplier
lists,  and other  similar  items,  have not been made  available to any Person,
other than Global,  except to the extent that  disclosure  thereof may have been
required  by  any  Governmental  Rule  or  by  any  Governmental  Entity  having
jurisdiction with respect thereto.

                                       14
<PAGE>

            (d) Upon the consummation of the  transactions  contemplated by this
Agreement,  Global will have the exclusive and  unrestricted  right to grant the
right to use the trade name, logo and other intangible  property associated with
the operation of the business of ONTN.

      4.18  Written and Oral  Contracts  and  Commitments.  The ONTN  Disclosure
Letter sets forth a true,  correct and complete list with respect to ONTN of (a)
each and every oral and written  contract or commitment  involving more than One
Thousand  Dollars  ($1,000)  for  the  purchase  or  sale  of  goods,  supplies,
equipment,  capital  assets,  products or services,  (b) each and every oral and
written contract with or commitment to any employee,  officer or consultant, (c)
each and every oral and written  contract or commitment  evidencing or providing
for any financing of ONTN or its business or assets, (d) each and every oral and
written contract or commitment for sales representation, (e) each and every oral
and written  supplier or  subcontractor  agreement,  (f) each and every  service
contract  not  terminable  by ONTN on thirty  days notice and (g) each and every
oral  and  written  contract  and  commitment  not  entered  into by ONTN in the
ordinary  and usual  course of its business or which is material as to amount or
effect on its business or which may materially  affect its suppliers,  customers
or accounts.

True, correct and complete copies of each and every one of the written contracts
and commitments and true,  correct and complete  summaries of each and every one
of the oral contracts and commitments  listed in the ONTN Disclosure Letter have
previously been delivered to Global. All of the contracts and commitments listed
or described in the ONTN Disclosure Letter are valid, binding, in full force and
effect and  enforceable  in  accordance  with  their  respective  terms,  and no
occurrence or circumstance exists which constitutes a breach or default or which
by lapse of time  and/or  by  giving  of  notice  would  constitute  a breach or
defaults by any party thereto (including without limitation ONTN) under any such
contract  or  commitment.  ONTN is not a party to, or  otherwise  bound by,  any
contract or commitment to purchase  above the current  market price,  or to sell
below its current list price, any supplies,  equipment capital assets,  products
or  services.  ONTN is not a party  to or  otherwise  bound by any  contract  or
commitment  (whether  or not  listed  in the ONTN  Disclosure  Letter)  which is
adverse, onerous or harmful to its business.

      4.19  Promissory  Notes.  The ONTN  Disclosure  Letter  sets forth a true,
correct and complete list of all notes payable and all notes receivable to which
ONTN is a party,  including the names of the other parties thereto, the interest
rates and terms of payment.  A true, correct and complete copy of each and every
one of the notes  listed  in the ONTN  Disclosure  Letter  has  previously  been
delivered to Global.

      4.20 Insurance.  ONTN has maintained such insurance against loss or damage
of the  kinds  and the  amounts  customarily  insured  against  by  corporations
similarly situated,  with reputable companies, or with a Governmental Entity, as
is adequate both as to the type and amount of coverage to protect the assets and
business of ONTN. The  properties of ONTN of an insurable  nature are adequately
insured  under such  policies.  The ONTN  Disclosure  Letter  sets forth a true,
correct and complete list of all policies of insurance,  and any pending  claims
thereunder, related to the assets, properties,  business and operations of ONTN.
True, correct and complete copies of all such insurance policies have previously
been delivered to Global.

                                       15
<PAGE>

      4.21 Employees.

            (a)  ONTN  has  never  been a  party  to any  collective  bargaining
agreement or other labor agreement.

            (b) The  ONTN  Disclosure  Letter  sets  forth a true,  correct  and
complete list of all written employment,  profit sharing, deferred compensation,
bonus, stock option, stock purchase, pension, retainer, consulting,  retirement,
welfare,   benefit  or  incentive   plans  or  contracts   (including  all  plan
descriptions, actuarial statements and other reports relating thereto), to which
ONTN is a party or by  which it is  bound.  Except  as is set  forth in the ONTN
Disclosure Letter, ONTN is not in default with respect to any of the agreements,
contracts and plans listed therein and all such agreements,  contracts and plans
are in full compliance with all  Governmental  Rules.  None of such  agreements,
contracts or plans is subject to ERISA.

            (c) The  ONTN  Disclosure  Letter  sets  forth a true,  correct  and
complete  list of all oral and written  plans or  agreements  to which ONTN is a
party and which grant "fringe  benefits" of any nature to the employees of ONTN,
including  without  limitation  vacation  plans  or  programs,  leave  plans  or
programs,  employee  discounts and related benefits.  True, correct and complete
copies of all written  agreements,  plans and programs and summaries of all oral
agreements and commitments have been previously delivered to Global.

            (d) The  ONTN  Disclosure  Letter  sets  forth a true,  correct  and
complete  list of the  names of all  employees  of  ONTN,  together  with  their
respective job titles and the amount of their respective compensation and fringe
benefits.

            (e) ONTN is in substantial  compliance with Governmental  Rules with
respect to employment,  wages and hours. ONTN is not engaged in any unfair labor
practice,  nor are any unfair labor practice complaints against it filed with or
threatened to be filed with or by any  employee,  the National  Labor  Relations
Board, Equal Employment Opportunity Commission, Department of Labor or any other
Governmental  Entity.  ONTN is in  substantial  compliance  with all  applicable
Governmental Rules with respect to occupational  safety and health standards and
has not received any  complaints  from any employee or any  Governmental  Entity
alleging any  violation of any  Governmental  Rule with respect to  occupational
safety and health standards.

      4.22 Taxes.

            (a) Except as is set forth in the ONTN  Disclosure  Letter,  all tax
returns (including  information  returns) and reports required by any applicable
Governmental  Rule to be filed  prior to the date hereof have been duly filed by
ONTN and were true, correct and complete as of the date of filing.  Except as is
set  forth  in  the  ONTN  Disclosure  Letter,  all  taxes,  assessments,  fees,
penalties,  interest and other  governmental  charges with respect to ONTN which
have become due and payable  have been paid.  Except as is set forth in the ONTN
Disclosure  Letter,  the provisions  for taxes with respect to all  Governmental
Entities  reflected in the ONTN June 30, 2005 Financial  Statements are adequate
to cover the liabilities of ONTN for such taxes with respect to the periods then
ended and for all prior periods.  Except as is set forth in the ONTN  Disclosure
Letter,  there is no  pending or  threatened  claim by any  Governmental  Entity
against, or with respect to, ONTN for payment of additional taxes for any period
prior to the date  hereof,  in excess of the amount of the  provisions  therefor
referred to in the  preceding  sentence.  All monies  required to be withheld by
ONTN from employees for income taxes,  social  security  taxes and  unemployment
insurance  taxes  have  been  collected  or  withheld,  and  either  paid to the
respective  Governmental Entities, or set aside in accounts for such purpose, or
accrued,  reserved against, and entered upon the books of ONTN. The consummation
of the  transactions  contemplated  by this  Agreement  will not  result  in the
imposition of any additional taxes or other assessments on ONTN.

                                       16
<PAGE>

            (b) There have  previously  been  delivered to Global  copies of the
federal  income  and state  income  and  franchise  tax  returns of ONTN for the
taxable years ended December 31, 2004, 2003 and 2002 and, except as set forth in
the ONTN  Disclosure  Letter,  the taxes paid and payable as  reflected  thereon
state  accurately  the total tax payable for the period  designated.  No income,
franchise,  sales and other  federal,  state  and  local tax  returns  have been
audited by the appropriate taxing authorities.  ONTN has not executed any waiver
of any statute of limitations against assessment or collection of taxes, nor has
any such waiver been executed or is in force with respect or applicable to ONTN.

      4.23 Banks.  The ONTN  Disclosure  Letter  sets forth a true,  correct and
complete list of each and every bank account of, and safe deposit box leased by,
ONTN, together with the identifying numbers thereof and the names of all persons
authorized to draw thereon or have access thereto.

      4.24 Compliance with Law.

            (a)  The  business  of  ONTN  has at all  times  been  conducted  in
substantial  compliance with all applicable  Governmental Rules, and there is no
Governmental  Rule which would  restrict  ONTN from carrying on its business and
operations in the same manner as presently conducted.  ONTN has not received any
notice,  claim  or  complaint  that it has  not  conducted  or is not  presently
conducting its business in accordance with all Governmental Rules.

            (b)  ONTN  has  obtained  all   Governmental   Approvals  under  all
applicable  Governmental  Rules in order to conduct its  business  as  presently
conducted, and all Governmental Approvals are in full force and effect.

            (c) The  ONTN  Disclosure  Letter  sets  forth a true,  correct  and
complete list of all of the Governmental  Approvals relating to the business and
operations  of ONTN  under all  applicable  Governmental  Rules,  including  all
registrations,  permits or licenses of its officers and employees and any Person
otherwise  affiliated  with it. All of such  Governmental  Approvals are in full
force and effect.  No proceedings have been instituted or threatened with a view
toward terminating or limiting any such Governmental  Approvals and none of such
Governmental Approvals are subject to any outstanding order, decree, judgment or
stipulation,  investigation or proceeding.  A true, correct and complete copy of
each and every one of the Governmental Approvals listed or described in the ONTN
Disclosure Letter has been previously delivered to Global.

                                       17
<PAGE>

      4.25 No  Brokerage.  No  broker,  finder  or  Person  acting  in a similar
capacity  has been  employed  or retained  by ONTN or any of its  Affiliates  in
connection with the transactions  contemplated by this Agreement,  and no Person
is entitled to receive any  brokerage,  finders' or similar fee or commission in
connection with this Agreement and the transactions contemplated hereby.

      4.26  ONTN  Disclosure  Letter.  All  of the  facts  recited  in the  ONTN
Disclosure  Letter  are true,  correct  and  complete  and shall be deemed to be
representations and warranties of fact as though set forth in this Article IV.

      4.27 Full Disclosure.  No  representation or warranty made by ONTN in this
Agreement,  and no  certification  to be furnished by ONTN to Global pursuant to
this  Agreement,  contains or will  contain any untrue  statement  of a material
fact,  or omits or will omit to state any  material  fact  required to be stated
herein or therein or necessary in order to make the statements  contained herein
or therein,  in the light of the  circumstances  under which they were made, not
misleading.

                                    ARTICLE V

                 Representations and Warranties Regarding Global

      In order to induce  ONTN to execute  and deliver  this  Agreement,  and to
consummate the transactions  contemplated hereby, Global represents and warrants
to ONTN as follows:

      5.1 Corporate Organization and Good Standing.

            (a) Global is a corporation duly organized,  validly existing and in
good  standing  under the laws of the State of Florida.  Global is  qualified to
transact  business  as a foreign  corporation  in every  jurisdiction  where the
character  of  its  activities  requires  such  qualification.  Global  has  all
requisite corporate power, franchises,  licenses and authority to own, lease and
operate its  respective  assets and  properties  and to carry on its business as
presently conducted.

            (b) The business of Global is not  conducted  directly or indirectly
by means of any  wholly or  partially  owned  subsidiary  or direct or  indirect
interest in any other corporation,  partnership,  joint venture,  association or
other Person.

            (c)  True,   correct  and   complete   copies  of  the  Articles  of
Incorporation  of Global,  certified  by the  Secretary of State of the State of
Florida, and of the Bylaws of Global,  certified by the Secretary of Global, all
as in effect on the date hereof,  have been  delivered to ONTN. A true,  correct
and complete copy of the minute book of Global has been previously  delivered to
ONTN.

                                       18
<PAGE>

      5.2  Capitalization  of Global.  The  authorized  capital  stock of Global
consists solely of Five Million (5,000,000) shares of Preferred Stock, par value
$.0001 per share, and Five Hundred Million (500,000,000) shares of Global Common
Stock. No shares of Preferred  Stock and  Twenty-Nine  Million One Hundred Fifty
Thousand  Eight  (29,150,008)  shares of Global  Common  Stock  are  issued  and
outstanding.  No other shares of Global's  capital stock,  whether  preferred or
common, are authorized, issued or outstanding. All of the issued and outstanding
shares of Global Common Stock are duly and validly issued and outstanding, fully
paid and nonassessable,  and none of the issued and outstanding shares of Global
Common Stock were issued in violation of the preemptive rights of any Person.

      5.3  Options,  Warrants  and  Rights.  There  are no  authorized,  issued,
outstanding or contemplated  subscriptions,  options,  warrants,  calls, rights,
commitments,  contracts  or other  agreements  of any  nature  whatsoever  which
obligate  Global to issue or sell any  shares of its  capital  stock,  including
without limitation shares of Global Common Stock, or any securities  convertible
into or  evidencing  the right to  purchase or  subscribe  for any shares of its
capital  stock,  including  without  limitation  shares of Global  Common Stock.
Except  as set  forth  in the  Global  Disclosure  Letter  and  except  for this
Agreement,  there are no authorized,  outstanding or contemplated  agreements or
understandings,  whether  written or oral,  with respect to the voting,  sale or
Transfer of any shares of capital stock of Global,  including without limitation
the shares of Global Common Stock.

      5.4  Compliance  with Certain  Instruments.  Except as is set forth in the
Global  Disclosure  Letter,  Global  is in  full  compliance  with  all  of  the
provisions of each and every one of the agreements,  contracts,  leases,  notes,
mortgages, commitments and undertakings to which it is a party or by which it or
any of its  properties  or assets is bound.  Global has not received any notice,
whether oral or written,  to the effect that a default has occurred under any of
the provisions of any such  agreements,  contracts,  leases,  notes,  mortgages,
commitments  or  undertakings,  and,  except  as is  set  forth  in  the  Global
Disclosure Letter, the management of Global is not aware of any fact which would
lead it to believe that any such  default  (with or without the giving of notice
or the lapse of time or both) has  occurred.  Global has not waived any right or
remedy  under  any of such  agreements,  contracts,  leases,  notes,  mortgages,
commitments or undertakings.

      5.5 Consents and Approvals;  Conflict with Other  Instruments.  Except for
any required  waivers,  consents or approvals set forth in the Global Disclosure
Letter,  the execution,  delivery and performance by Global and the consummation
of the transactions contemplated hereby:

            (a) do not and will not  violate  (with or  without  the  giving  of
notice or the lapse of time or both) any  Governmental  Rule, or require consent
or approval from any Governmental Entity; and

            (b) do not and will not require any consent or approval  under,  and
do not and will not conflict with, or result in the breach or termination of any
provision of, or constitute a default under,  or result in the  acceleration  of
the performance of the obligations of Global under, or result in the creation of
any  Lien  upon any or all of the  properties,  assets  or  business  of  Global
pursuant to, its Articles of Incorporation or Bylaws or any indenture, mortgage,
deed of  trust,  lease,  licensing  agreement,  contract,  instrument  or  other
agreement,  or any Governmental  Rule, to which Global is a party or by which it
or any of its assets or properties are bound.

                                       19
<PAGE>

      5.6 Books and Records.  The books and records of Global (including without
limitation the books and records of account) are all true, correct and complete,
and fairly reflect a true record of the business and affairs of Global.

      5.7 Global  Financial  Statements.  The Global December 31, 2004 Financial
Statements and the Global June 30, 2005  Financial  Statements  have  previously
been  delivered  to  ONTN.  Each  of the  Global  December  31,  2004  Financial
Statements and the Global June 30, 2005 Financial Statements (including, in each
case, any related notes thereto) were prepared in accordance  with the books and
records of Global, are true,  correct and complete,  were prepared in accordance
with GAAP applied on a consistent  basis  throughout the periods  involved,  and
each fairly  presents the  consolidated  financial  position of Global as of the
respective dates thereof and the consolidated results of its operations and cash
flows and stockholder equity for the periods indicated.

      5.8 Absence of Undisclosed Liabilities.

            (a) Global does not have any  liabilities  or  obligations,  whether
absolute, contingent, accrued, asserted, unasserted or otherwise, other than (i)
those  appearing and fully reserved  against on the Global June 30, 2005 Balance
Sheet, (ii) those specifically  referred to and quantified in the notes included
in the Global June 30, 2005 Financial  Statements,  (iii) those set forth in the
Global  Disclosure Letter and (iv) those to be incurred between the date of this
Agreement and the Closing Date in  transactions in the ordinary and usual course
of business of Global.

            (b) Except for checks and drafts  endorsed in the ordinary and usual
course of business,  Global has not guaranteed any obligation or indebtedness of
any Person.

      5.9  Changes in  Business.  Except as set forth in the  Global  Disclosure
Letter, since June 30, 2005:

            (a) there has not been any material  adverse change in the financial
condition, assets, properties,  liabilities,  business, affairs or operations of
Global;

            (b) there has not been any damage,  destruction  or loss as a result
of any event (whether or not covered by insurance), including without limitation
fire, explosion, pollution, accident, earthquake, lightning, weather, hurricane,
tornado,  smoke,  hail,  flood,  Act of God,  strike,  work  stoppage,  lockout,
combination  of  workmen,  sabotage,   condemnation,  riot,  civil  disturbance,
vandalism,  terrorism,  war or act of public enemy,  or any  cancellation of any
supplier,  license,  lease, sales or other agreement to which Global is a party,
which adversely affects the assets, properties,  business, affairs or operations
of Global;

                                       20
<PAGE>

            (c)  Global  has not  engaged in any  activity  or  entered  into or
carried out any transaction,  other than in the ordinary and usual course of its
business,  or experienced any occurrence or circumstance  which has had or might
be expected to have a material adverse effect on Global's  financial  condition,
results of operations,  assets,  properties,  liabilities,  business, affairs or
operations;

            (d)  Global  has not paid or  committed  itself to pay to or for the
benefit of any its  directors,  officers,  employees  or any other  Person,  any
salary, wage, bonus, profit-sharing, pension, retirement, deferred compensation,
severance or termination payment, or any other form of direct or indirect bonus,
special compensation or benefit,  other than in the ordinary and usual course of
its business consistent with prior practices;

            (e) Global has not made or permitted itself to make, amend,  modify,
or cancel any agreement,  waive any right of value,  or engaged in any activity,
which may have the effect of accelerating the payment of any purchase price, fee
or  other  amount  in  connection  with  any of its  accounts  payable  or other
obligations;

            (f) Global has not written down the value of any asset  reflected on
the Global June 30, 2005  Balance  Sheet,  nor written off as  uncollectible  or
otherwise  any note or account  receivable or portion  thereof  reflected on the
Global June 30, 2005 Balance Sheet;

            (g) there has not been any amendment or  termination,  or any notice
of  any  proposed  amendment  or  termination,   of  any  contract,   agreement,
instrument,  plan, lease or license to which Global is a party or by which it or
any of its assets or properties may be bound;

            (h)  there  has not  been any  cancellation  or  termination  or any
threatened  cancellation  or termination by any supplier of goods or services to
Global;

            (i) there has not been granted,  modified, amended or terminated any
Lien with  respect to any asset or property of Global,  any  commitment  made or
liability  incurred by Global,  any  cancellation  or  compromise of any debt or
claim of Global, or any disposition,  or agreement for disposition, of any asset
or property of Global,  other than in the  ordinary and usual course of business
of Global;

            (j)  there  has not been any  labor  strike,  labor  dispute  or any
attempt by any labor union to organize any of the  employees of Global,  nor any
threat of any labor strike,  labor  dispute or attempt to organize  employees of
Global;

            (k) there has not been any  charge  filed  against  or with  respect
Global involving or relating to any unlawful employment practice or occupational
safety or health standard  pursuant to any federal,  state or local law, nor any
threat of the filing of any such charge;

                                       21
<PAGE>

            (l) there has been no issuance of any  purchase  order by Global for
properties,  assets,  goods or  services,  or any  incurrence  by  Global of any
liability, other than in the ordinary and usual course of Global's business;

            (m) Global has not made or permitted itself to make any distribution
of its assets by way of  declaration  or payment of any dividend,  redemption or
purchase of any shares of capital stock or other securities of Global, including
without limitation shares of Global Common Stock, or otherwise;

            (n)  Global  has not  incurred  or  become  subject  to any claim or
liability for damages or alleged  damages for any actual or alleged  negligence,
products liability or other tort or breach of contract or otherwise;

            (o) Global has not  undertaken  any  borrowing  or loan  transaction
(whether as lender or borrower) with any Person,  including  without  limitation
any director, officer, employee, shareholder or Affiliate of Global;

            (p)  Global  has not  offered,  issued or sold,  or agreed to offer,
issue or sell, any of its shares of capital stock or other securities of Global,
including without limitation shares of Global Common Stock, or granted or agreed
to grant any  option,  warrant or other  right to  acquire  any of its shares of
capital stock or other securities of Global, including without limitation shares
of Global Common Stock; and

            (q)  Global  has not  entered  into,  or agreed to enter  into,  any
merger,  consolidation  or sale of all or  substantially  all of its  assets and
properties.

      5.10  Disputes  and  Litigation.  Except  as is set  forth  in the  Global
Disclosure Letter,  there is no claim,  arbitration,  litigation,  proceeding or
governmental  investigation  in  progress,  pending  or  threatened  against  or
affecting Global or the properties,  assets, business,  affairs or operations of
Global.  Except as is set forth in the Global Disclosure Letter, Global does not
have any dispute in progress, pending or threatened,  involving, with or against
any supplier,  creditor,  customer, landlord, licensor or other third party with
whom or with  which  Global  does  business,  nor with any of the  employees  of
Global,  nor with any other Person. The management of Global has no knowledge of
any fact or  circumstance  which  might lead it to believe  that any  dispute or
litigation  involving or affecting Global or its properties,  assets,  business,
affairs or operations might arise. Global is not subject to any judgment, order,
writ, injunction or decree of any court or governmental authority.

      5.11  Properties  and Assets.  The  properties  and assets owned by Global
include:

            (a) the properties and assets  reflected on the Global June 30, 2005
Balance  Sheet,  except for those  properties  and  assets of Global  which were
disposed of at not less than their  respective fair market values  subsequent to
June 30, 2005 in the ordinary and usual course of Global's business; and

                                       22
<PAGE>

            (b) the properties and assets acquired by Global  subsequent to June
30, 2005 in the  ordinary  and usual  course of its  business,  other than those
properties and assets subsequently disposed of at not less than their respective
fair market values in the ordinary and usual course of Global's business.

Global is in possession of all of the  properties  and assets owned or leased by
it or required  for the conduct of business  in the  ordinary  and usual  course
thereof.

      5.12 Title to Property.  Global holds good,  valid and marketable title to
all of its properties and assets (which includes without limitation all of those
properties  and assets  described in Section 5.11 above),  free and clear of any
and all Liens,  other than (a) Liens for taxes not yet due and payable,  and (b)
such Liens as are listed in the Global Disclosure Letter.

      5.13 Condition of Assets.  All of the properties and assets owned,  leased
or utilized by Global in its business,  whether real,  personal or mixed, are in
good  condition  and  repair,  ordinary  wear  and  tear  excepted,  are in good
operating  order and are fit for the  purposes  for which  they are used and are
intended to be used.

      5.14 Real Property Ownership. Global does not own any real property.

      5.15 Real Property Leases.

            (a) The Global  Disclosure  Letter  sets forth a true,  correct  and
complete list of all of the real  property  leases to which Global is a party as
tenant,  including the street address of each property,  the name and address of
each landlord and property manager and the expiration date of each lease.  True,
correct  and  complete  copies of each such lease,  and any and all  amendments,
modifications and extensions thereof, have previously been delivered to ONTN.

            (b) Except as is set forth in the Global Disclosure  Letter,  Global
is not in  default  under any real  property  lease to which it is a party,  and
there has not occurred and there does not exist under any such lease,  any event
of  default  or event  which,  with  notice or the lapse of time or both,  would
constitute a default.  Except as is set forth in the Global  Disclosure  Letter,
Global  has not  received  any  notice  of  noncompliance  with  any  applicable
Governmental  Rule  relating to any real  property as to which it is a tenant or
the condemnation of any real property as to which it is a tenant.

      5.16  Related  Party  Transactions.  Except as is set forth in the  Global
Disclosure Letter, Global has no receivables owing by, or payables owing to, any
of its shareholders, directors, officers or other employees, or their relatives,
or by any  Affiliate  of any of  them.  Except  as is set  forth  in the  Global
Disclosure  Letter,  since  January  1,  2003,  Global  has not  engaged  in any
transaction  with  any  of  its  shareholders,   directors,  officers  or  other
employees, or their relatives, or any Affiliate of any of them.

                                       23
<PAGE>

      5.17 Intangible Personal Property.

            (a) The Global  Disclosure  Letter  sets forth a true,  correct  and
complete list of all customer and supplier  lists,  franchises,  non-competition
covenants,  patents,  patent  applications,  inventions,  trademarks,  trademark
application,  copyrights,  trade names, licenses and securities which are owned,
used by or accrue to the benefit of Global,  including,  where  applicable,  the
jurisdiction  or  jurisdictions  in which such items are licensed or registered.
Such  scheduled  items of intangible  personal  property are all of the items of
intangible  personal  property  required and necessary for Global to conduct its
business as presently conducted.

            (b) Except as is set forth in the Global Disclosure  Letter,  Global
is the sole and exclusive owner of, and has the unrestricted  right to use, each
of the scheduled  items of intangible  personal  property.  No claims or demands
have been asserted  against Global with respect to any of the scheduled items of
intangible  personal  property  and no  proceedings  have been  instituted,  are
pending  or have been  threatened  which  challenge  the  rights of Global  with
respect to any of such items of intangible personal property. There are no facts
known to the management of Global which might  reasonably serve as the basis, in
whole or in part, of any claim that any asset utilized by Global  infringes upon
the  rights of any other  Person,  or of any claim that  Global has not,  in all
material respects,  performed all obligations required to be performed by it, or
of any claim that Global is in default in any respect  under or with  respect to
any of such items of intangible personal property.  The Global Disclosure Letter
sets forth the name,  address and  percentage of ownership of any Person,  other
than Global,  who or which owns each item of intangible  personal property which
Global uses and specifies the date of the agreement  authorizing such use. True,
correct  and  complete  copies  of all  such  agreements  have  previously  been
delivered to ONTN.

            (c) Except as is set forth in the Global  Disclosure  Letter,  since
the  beginning  of  the  negotiations  culminating  in  the  execution  of  this
Agreement, no action has been taken by Global or any of its officers, directors,
employees or agents with respect to any item of intangible property,  which will
have an adverse effect upon the goodwill of Global, including without limitation
its  relationship  with any  supplier  or  customer,  other than  those  actions
customarily taken and consistent with the ordinary and usual business  practices
of Global and as  incidents  of its  day-to-day  operations  of its  business as
heretofore  conducted.  During the one year period  preceding  the  beginning of
negotiations between Global and ONTN, information as to or contained in customer
and supplier lists, and other similar items, have not been made available to any
Person,  other than ONTN, except to the extent that disclosure  thereof may have
been  required by any  Governmental  Rule or by any  Governmental  Entity having
jurisdiction with respect thereto.

      5.18 Written and Oral  Contracts and  Commitments.  The Global  Disclosure
Letter sets forth a true,  correct and  complete  list with respect to Global of
(a) each and every oral and written  contract or commitment  involving more than
One  Thousand  Dollars  ($1,000)  for the  purchase or sale of goods,  supplies,
equipment,  capital  assets,  products or services,  (b) each and every oral and
written contract with or commitment to any employee,  officer or consultant, (c)
each and every oral and written  contract or commitment  evidencing or providing
for any  financing of Global or its business or assets,  (d) each and every oral
and written contract or commitment for sales representation,  (e) each and every
oral and written supplier or subcontractor agreement, (f) each and every service
contract not  terminable  by Global on thirty days notice and (g) each and every
oral and written  contract  and  commitment  not  entered  into by Global in the
ordinary  and usual  course of its business or which is material as to amount or
effect on its business or which may materially  affect its suppliers,  customers
or accounts.

                                       24
<PAGE>

True, correct and complete copies of each and every one of the written contracts
and commitments and true,  correct and complete  summaries of each and every one
of the oral contracts and  commitments  listed in the Global  Disclosure  Letter
have  previously  been delivered to ONTN.  All of the contracts and  commitments
listed or described in the Global Disclosure Letter are valid,  binding, in full
force and effect and enforceable in accordance with their respective  terms, and
no occurrence or  circumstance  exists which  constitutes a breach or default or
which by lapse of time and/or by giving of notice  would  constitute a breach or
defaults by any party thereto  (including  without  limitation Global) under any
such contract or  commitment.  Global is not a party to, or otherwise  bound by,
any contract or commitment  to purchase  above the current  market price,  or to
sell below its current  list price,  any  supplies,  equipment  capital  assets,
products  or  services.  Global  is not a party  to or  otherwise  bound  by any
contract or commitment  (whether or not listed in the Global Disclosure  Letter)
which is adverse, onerous or harmful to its business.

      5.19 Promissory  Notes.  The Global  Disclosure  Letter sets forth a true,
correct and complete list of all notes payable and all notes receivable to which
Global  is a party,  including  the  names of the  other  parties  thereto,  the
interest rates and terms of payment.  A true,  correct and complete copy of each
and every one of the notes listed in the Global Disclosure Letter has previously
been delivered to ONTN.

      5.20  Insurance.  Global has  maintained  such  insurance  against loss or
damage of the kinds and the amounts  customarily insured against by corporations
similarly situated,  with reputable companies, or with a Governmental Entity, as
is adequate both as to the type and amount of coverage to protect the assets and
business  of  Global.  The  properties  of Global  of an  insurable  nature  are
adequately insured under such policies.  The Global Disclosure Letter sets forth
a true, correct and complete list of all policies of insurance,  and any pending
claims thereunder, related to the assets, properties, business and operations of
Global.  True,  correct and complete copies of all such insurance  policies have
previously been delivered to ONTN.

      5.21 Employees.

            (a)  Global  has  never  been a party to any  collective  bargaining
agreement or other labor agreement.

            (b) The Global  Disclosure  Letter  sets forth a true,  correct  and
complete list of all written employment,  profit sharing, deferred compensation,
bonus, stock option, stock purchase, pension, retainer, consulting,  retirement,
welfare,   benefit  or  incentive   plans  or  contracts   (including  all  plan
descriptions, actuarial statements and other reports relating thereto), to which
Global is a party or by which it is bound.  Except as is set forth in the Global
Disclosure  Letter,  Global  is  not  in  default  with  respect  to  any of the
agreements,  contracts  and  plans  listed  therein  and  all  such  agreements,
contracts and plans are in full compliance with all Governmental  Rules. None of
such agreements, contracts or plans is subject to ERISA.

                                       25
<PAGE>

            (c) The Global  Disclosure  Letter  sets forth a true,  correct  and
complete  list of all oral and written  plans or agreements to which Global is a
party and which  grant  "fringe  benefits"  of any  nature to the  employees  of
Global,  including without limitation vacation plans or programs, leave plans or
programs,  employee  discounts and related benefits.  True, correct and complete
copies of all written  agreements,  plans and programs and summaries of all oral
agreements and commitments have been previously delivered to ONTN.

            (d) The Global  Disclosure  Letter  sets forth a true,  correct  and
complete  list of the names of all  employees  of  Global,  together  with their
respective job titles and the amount of their respective compensation and fringe
benefits.

            (e) Global is in substantial compliance with Governmental Rules with
respect  to  employment,  wages and hours.  Global is not  engaged in any unfair
labor practice,  nor are any unfair labor practice  complaints  against it filed
with or  threatened  to be filed with or by any  employee,  the  National  Labor
Relations Board, Equal Employment Opportunity Commission, Department of Labor or
any other  Governmental  Entity.  Global is in substantial  compliance  with all
applicable  Governmental  Rules with respect to  occupational  safety and health
standards  and  has  not  received  any  complaints  from  any  employee  or any
Governmental Entity alleging any violation of any Governmental Rule with respect
to occupational safety and health standards.

      5.22 Taxes.

            (a) Except as is set forth in the Global Disclosure  Letter, all tax
returns (including  information  returns) and reports required by any applicable
Governmental  Rule to be filed  prior to the date hereof have been duly filed by
Global and were true,  correct and complete as of the date of filing.  Except as
is set forth in the Global  Disclosure  Letter,  all taxes,  assessments,  fees,
penalties,  interest and other governmental charges with respect to Global which
have become due and payable have been paid. Except as is set forth in the Global
Disclosure  Letter,  the provisions  for taxes with respect to all  Governmental
Entities reflected in the Global June 30, 2005 Financial Statements are adequate
to cover the  liabilities  of Global for such taxes with  respect to the periods
then  ended and for all  prior  periods.  Except  as is set forth in the  Global
Disclosure  Letter,  there is no pending or threatened claim by any Governmental
Entity against,  or with respect to, Global for payment of additional  taxes for
any period prior to the date hereof,  in excess of the amount of the  provisions
therefor  referred  to in the  preceding  sentence.  All monies  required  to be
withheld by Global from  employees for income taxes,  social  security taxes and
unemployment insurance taxes have been collected or withheld, and either paid to
the respective Governmental Entities, or set aside in accounts for such purpose,
or  accrued,  reserved  against,  and  entered  upon the  books of  Global.  The
consummation of the transactions  contemplated by this Agreement will not result
in the imposition of any additional taxes or other assessments on Global.

                                       26
<PAGE>

            (b) There  have  previously  been  delivered  to ONTN  copies of the
federal  income and state  income and  franchise  tax  returns of Global for the
taxable years ended December 31, 2004, 2003 and 2002 and, except as set forth in
the Global  Disclosure  Letter,  the taxes paid and payable as reflected thereon
state  accurately  the total tax payable for the period  designated.  No income,
franchise,  sales and other  federal,  state  and  local tax  returns  have been
audited by the  appropriate  taxing  authorities.  Global has not  executed  any
waiver of any statute of limitations  against assessment or collection of taxes,
nor has any such waiver been  executed or is in force with respect or applicable
to Global.

      5.23 Banks. The Global  Disclosure  Letter sets forth a true,  correct and
complete list of each and every bank account of, and safe deposit box leased by,
Global,  together  with the  identifying  numbers  thereof  and the names of all
persons authorized to draw thereon or have access thereto.

      5.24 Compliance with Law.

            (a) The  business  of Global  has at all  times  been  conducted  in
substantial  compliance with all applicable  Governmental Rules, and there is no
Governmental  Rule which would restrict Global from carrying on its business and
operations  in the same manner as presently  conducted.  Global has not received
any notice,  claim or complaint  that it has not  conducted or is not  presently
conducting its business in accordance with all Governmental Rules.

            (b)  Global  has  obtained  all  Governmental  Approvals  under  all
applicable  Governmental  Rules in order to conduct its  business  as  presently
conducted, and all Governmental Approvals are in full force and effect.

            (c) The Global  Disclosure  Letter  sets forth a true,  correct  and
complete list of all of the Governmental  Approvals relating to the business and
operations  of Global under all  applicable  Governmental  Rules,  including all
registrations,  permits or licenses of its officers and employees and any Person
otherwise  affiliated  with it. All of such  Governmental  Approvals are in full
force and effect.  No proceedings have been instituted or threatened with a view
toward terminating or limiting any such Governmental  Approvals and none of such
Governmental Approvals are subject to any outstanding order, decree, judgment or
stipulation,  investigation or proceeding.  A true, correct and complete copy of
each and every one of the  Governmental  Approvals  listed or  described  in the
Global Disclosure Letter has been previously delivered to ONTN.

      5.25 No  Brokerage.  No  broker,  finder  or  Person  acting  in a similar
capacity  has been  employed or retained by Global or any of its  Affiliates  in
connection with the transactions  contemplated by this Agreement,  and no Person
is entitled to receive any  brokerage,  finders' or similar fee or commission in
connection with this Agreement and the transactions contemplated hereby.

      5.26  Global  Disclosure  Letter.  All of the facts  recited in the Global
Disclosure  Letter  are true,  correct  and  complete  and shall be deemed to be
representations and warranties of fact as though set forth in this Article V.

                                       27
<PAGE>

      5.27 Full Disclosure. No representation or warranty made by Global in this
Agreement,  and no  certification  to be furnished by Global to ONTN pursuant to
this  Agreement,  contains or will  contain any untrue  statement  of a material
fact,  or omits or will omit to state any  material  fact  required to be stated
herein or therein or necessary in order to make the statements  contained herein
or therein,  in the light of the  circumstances  under which they were made, not
misleading.

                                   ARTICLE VI

                       Conduct Prior to the Effective Time

      6.1.  Conduct of Business by the Parties.  During the period from the date
of this  Agreement and continuing  until the earlier of the  termination of this
Agreement  pursuant  to its terms or the Closing  Date,  each of ONTN and Global
shall carry on its  respective  businesses  in the  ordinary and usual course in
substantially  the  same  manner  as  heretofore  conducted  and in  substantial
compliance with all applicable laws and regulations,  pay their respective debts
and taxes when due. subject to good faith disputes over such debts or taxes, pay
or perform other material  obligations  when due, subject to good faith disputes
over such obligations,  and use their commercially reasonable efforts consistent
with past practices and policies to (i) preserve  intact their present  business
organizations,  (ii)  keep  available  the  services  of each of  their  present
officers and employees,  respectively,  and (iii)  preserve their  relationships
with customers,  suppliers,  distributors,  licensors, licensees and others with
which each party has business dealings material to its respective business.

      6.2 Certain Covenants of ONTN.  Without limiting the generality of Section
6.1 above as it relates to ONTN,  during  the period  commencing  on the date of
this  Agreement  and  continuing  until the earlier of the  termination  of this
Agreement  pursuant to its terms or the Closing  Date,  ONTN shall not do any of
the following:

            (a)  incur any  liability  or  obligation,  make any  commitment  or
disbursement,  acquire or dispose of any property or asset, make any contract or
agreement,  or engage in any  transaction,  other than in the ordinary and usual
course of its business;

            (b) issue any purchase  order for goods,  assets or services,  other
than in the  ordinary  and usual  course of its  business,  or make any  capital
expenditure,  other than those required to maintain its assets and property in a
state of ordinary and usual repair;

            (c)  subject any of its  property or assets to any Lien,  except for
Liens  for  taxes  not yet due and  payable  and any Liens set forth in the ONTN
Disclosure Letter;

                                       28
<PAGE>

            (d) increase or decrease, or agree to increase or decrease, the rate
of  compensation  of any employee  whose  present rate of  compensation  exceeds
Twenty-Five  Thousand  Dollars  ($25,000)  per  annum or  increase,  or agree to
increase, the present rate of compensation of any employee whose present rate of
compensation is less than Twenty-Five  Thousand Dollars ($25,000) per annum to a
rate in excess of Twenty-Five Thousand Dollars ($25,000) per annum;

            (e) create,  modify,  amend,  extend or modify any employee  benefit
plan,  or increase or decrease any severance or  termination  pay benefit or any
other fringe benefits of any employee of ONTN;

            (f)  sell  all  or  substantially  all,  or  agree  to  sell  all or
substantially all, of its assets;

            (g) merge or consolidate, or agree to merge or consolidate, with any
Person;

            (h) amend or modify in any manner its  Certificate of  Incorporation
or Bylaws;

            (i) offer,  sell or issue any shares of it capital stock,  or offer,
sell or issue  any  option,  warrant,  convertible  security  or other  right to
acquire any shares of its capital stock;

            (j) declare or pay any dividend or make any other  distribution with
respect to its capital  stock,  or directly or  indirectly  redeem,  purchase or
acquire any shares of its issued and outstanding shares of capital stock;

            (k) cancel,  amend or modify any policy of  insurance  or permit any
such policy to lapse or terminate;

            (l) commit any  unlawful  act or breach or violate any  Governmental
Rule;

            (m) acquire or agree to acquire by merging or consolidating with, or
by  purchasing  any equity  interest in or a portion of the assets of, or by any
other  manner,  any  business or any Person or division  thereof,  or  otherwise
acquire  or agree to enter  into any joint  venture,  strategic  partnership  or
strategic investment;

            (n) sell or Transfer any properties or assets except in the ordinary
and usual course of business consistent with past practice;

            (o) incur any  indebtedness for borrowed money or guarantee any such
indebtedness  of another  Person,  issue or sell any debt securities or options,
warrants,  calls or other rights to acquire any debt  securities of ONTN,  enter
into any "keep well" or other  agreement  to maintain  any  financial  statement
condition or enter into any arrangement having the economic effect of any of the
foregoing;

                                       29
<PAGE>

            (p) except in the ordinary  and usual course of business  consistent
with past practice,  materially  modify or amend, or terminate,  any contract or
agreement set forth in the ONTN Disclosure  Letter or waive,  delay the exercise
of, release or assign any material rights or claims thereunder;

            (q) except as  required  by GAAP,  revalue any of its assets or make
any change in its accounting methods, principles or practices;

            (r) make any tax election or  accounting  method  change  (except as
required by GAAP)  inconsistent with past practice that,  individually or in the
aggregate,  is reasonably likely to adversely affect in any material respect the
tax liability or tax attributes of ONTN,  settle or compromise any tax liability
or consent to any extension or waiver of any  limitation  period with respect to
taxes;

            (s) communicate,  solicit, initiate, encourage or participate in any
discussions or negotiations with regard to any proposal to acquire,  directly or
indirectly,  any securities of ONTN, including without limitation shares of ONTN
Common Stock or to invest any funds in ONTN, whether such proposal, acquisition,
investment or other transaction involves a stock sale, a tender offer,  exchange
offer,  merger  or  other  business  combination   involving  ONTN  or  for  the
acquisition  of a  substantial  portion  of  the  assets  of  ONTN.  ONTN  shall
immediately  communicate  to Global  the  identity  of the  other  party and the
initial terms of any proposal it or any of its shareholders, directors, officers
or  agents  may  receive  from  any  other  party  in  respect  of  any  of  the
above-referenced  proposals (each an "ONTN Acquisition Proposal").  The Board of
Directors  of ONTN shall not (i)  withdraw  or modify or propose to  withdraw or
modify,  their  approval of this  Agreement,  (ii) approve any letter of intent,
agreement in principle,  acquisition  agreement or similar agreement relating to
any ONTN  Acquisition  Proposal  or (iii)  approve or  recommend,  or propose to
approve  or  recommend,  any ONTN  Acquisition  Proposal,  or (iv) enter into an
agreement to do any of the foregoing;

            (t) do anything, or fail to do anything,  which would cause a breach
or default in any contract, agreement, commitment or obligation to which ONTN is
a party or by which it or any of its assets may be bound; or

            (u) engage in any activity or enter into any transaction which would
be inconsistent with any of the representations and warranties of ONTN set forth
in this Agreement if such  representations and warranties were made as of a date
subsequent to such  activity or  transaction  and all  references to the date of
this Agreement were deemed to be such latter date.

      6.3 Certain  Covenants  of Global.  Without  limiting  the  generality  of
Section 6.1 above as it relates to Global,  during the period  commencing on the
date of this  Agreement and continuing  until the earlier of the  termination of
this  Agreement  pursuant to its terms or the Closing Date,  Global shall not do
any of the following:

            (a)  incur any  liability  or  obligation,  make any  commitment  or
disbursement,  acquire or dispose of any property or asset, make any contract or
agreement,  or engage in any  transaction,  other than in the ordinary and usual
course of its  business;  (b)  issue any  purchase  order for  goods,  assets or
services,  other than in the ordinary and usual course of its business,  or make
any capital  expenditure,  other than those  required to maintain its assets and
property in a state of ordinary and usual repair;

                                       30
<PAGE>

            (c)  subject any of its  property or assets to any Lien,  except for
Liens for taxes not yet due and  payable  and any Liens set forth in the  Global
Disclosure Letter;

            (d) increase or decrease, or agree to increase or decrease, the rate
of  compensation  of any employee  whose  present rate of  compensation  exceeds
Twenty-Five  Thousand  Dollars  ($25,000)  per  annum or  increase,  or agree to
increase, the present rate of compensation of any employee whose present rate of
compensation is less than Twenty-Five  Thousand Dollars ($25,000) per annum to a
rate in excess of Twenty-Five Thousand Dollars ($25,000) per annum;

            (e) create,  modify,  amend,  extend or modify any employee  benefit
plan,  or increase or decrease any severance or  termination  pay benefit or any
other fringe benefits of any employee of Global;

            (f)  sell  all  or  substantially  all,  or  agree  to  sell  all or
substantially all, of its assets;

            (g) merge or consolidate, or agree to merge or consolidate, with any
Person;

            (h) amend or modify in any manner its Articles of  Incorporation  or
Bylaws;

            (i) offer,  sell or issue any shares of it capital stock,  or offer,
sell or issue  any  option,  warrant,  convertible  security  or other  right to
acquire any shares of its capital stock;

            (j) declare or pay any dividend or make any other  distribution with
respect to its capital  stock,  or directly or  indirectly  redeem,  purchase or
acquire any shares of its issued and outstanding shares of capital stock;

            (k) cancel,  amend or modify any policy of  insurance  or permit any
such policy to lapse or terminate;

            (l) commit any  unlawful  act or breach or violate any  Governmental
Rule;

            (m) acquire or agree to acquire by merging or consolidating with, or
by  purchasing  any equity  interest in or a portion of the assets of, or by any
other  manner,  any  business or any Person or division  thereof,  or  otherwise
acquire  or agree to enter  into any joint  venture,  strategic  partnership  or
strategic investment;

            (n) sell or Transfer any properties or assets except in the ordinary
and usual course of business consistent with past practice;

                                       31
<PAGE>

            (o) incur any  indebtedness for borrowed money or guarantee any such
indebtedness  of another  Person,  issue or sell any debt securities or options,
warrants,  calls or other rights to acquire any debt securities of Global, enter
into any "keep well" or other  agreement  to maintain  any  financial  statement
condition or enter into any arrangement having the economic effect of any of the
foregoing;

            (p) except in the ordinary  and usual course of business  consistent
with past practice,  materially  modify or amend, or terminate,  any contract or
agreement set forth in the Global Disclosure Letter or waive, delay the exercise
of, release or assign any material rights or claims thereunder;

            (q) except as  required  by GAAP,  revalue any of its assets or make
any change in its accounting methods, principles or practices;

            (r) make any tax election or  accounting  method  change  (except as
required by GAAP)  inconsistent with past practice that,  individually or in the
aggregate,  is reasonably likely to adversely affect in any material respect the
tax  liability  or tax  attributes  of  Global,  settle  or  compromise  any tax
liability or consent to any  extension or waiver of any  limitation  period with
respect to taxes;

            (s) communicate,  solicit, initiate, encourage or participate in any
discussions or negotiations with regard to any proposal to acquire,  directly or
indirectly,  any securities of Global,  including  without  limitation shares of
Global  Common Stock or to invest any funds in Global,  whether  such  proposal,
acquisition,  investment  or other  transaction  involves a stock sale, a tender
offer,  exchange offer, merger or other business combination involving Global or
for the  acquisition  of a substantial  portion of the assets of Global.  Global
shall immediately  communicate to Global the identity of the other party and the
initial terms of any proposal it or any of its shareholders, directors, officers
or  agents  may  receive  from  any  other  party  in  respect  of  any  of  the
above-referenced  proposals (each a "Global Acquisition Proposal"). The Board of
Directors  of Global  shall not (i) withdraw or modify or propose to withdraw or
modify,  their  approval of this  Agreement,  (ii) approve any letter of intent,
agreement in principle,  acquisition  agreement or similar agreement relating to
any Global  Acquisition  Proposal or (iii) approve or  recommend,  or propose to
approve or recommend,  any Global  Acquisition  Proposal,  or (iv) enter into an
agreement to do any of the foregoing;

            (t) do anything, or fail to do anything,  which would cause a breach
or default in any contract, agreement,  commitment or obligation to which Global
is a party or by which it or any of its assets may be bound; or

            (u) engage in any activity or enter into any transaction which would
be  inconsistent  with any of the  representations  and warranties of Global set
forth in this Agreement if such representations and warranties were made as of a
date  subsequent to such activity or transaction  and all references to the date
of this Agreement were deemed to be such latter date.

                                       32
<PAGE>

      6.4  Furnishing  of  Information.  During the period from the date of this
Agreement and continuing  until the earlier of the termination of this Agreement
pursuant to its terms or the Closing Date:

            (a) ONTN shall (i) provide to Global and its representatives, during
normal  business  hours or otherwise if so requested,  full access to all of its
properties,  assets,  personnel,  books,  agreements,   commitments,  files  and
records,  in whatever form; (ii) furnish to Global and its  representatives  all
data and information concerning the business,  operations,  assets,  properties,
liabilities,   revenues,  expenses  and  affairs  of  ONTN  as  Global  and  its
representatives may reasonably request;  (iii) use its best efforts to cause the
past and present auditors and accounting  personnel of ONTN to make available to
Global and its representatives all financial  information relating to ONTN as is
reasonably  requested,  including  the  right  to  examine  all  working  papers
pertaining to audits and reviews  previously or hereafter made by such auditors;
(iv) provide such cooperation as Global and its  representatives  may reasonably
request in  connection  with any audit or review of ONTN which Global may direct
its  representatives to make; and (v) furnish to Global and its  representatives
true,  correct and complete copies of all financial and operating  statements of
ONTN,  tax  returns  of  ONTN  and all  documents,  agreements  and  instruments
described herein or listed in the ONTN Disclosure Letter.

            (b) Global shall (i) provide to ONTN and its representatives, during
normal  business  hours or otherwise if so requested,  full access to all of its
properties,  assets,  personnel,  books,  agreements,   commitments,  files  and
records, in whatever form; (ii) furnish to ONTN and its representatives all data
and  information  concerning  the  business,   operations,  assets,  properties,
liabilities,   revenues,  expenses  and  affairs  of  Global  as  ONTN  and  its
representatives may reasonably request;  (iii) use its best efforts to cause the
past and present  auditors and accounting  personnel of Global to make available
to ONTN and its representatives all financial  information relating to Global as
is  reasonably  requested,  including  the right to examine all  working  papers
pertaining to audits and reviews  previously or hereafter made by such auditors;
(iv) provide such  cooperation  as ONTN and its  representatives  may reasonably
request in  connection  with any audit or review of Global which ONTN may direct
its  representatives  to make;  and (v) furnish to ONTN and its  representatives
true,  correct and complete copies of all financial and operating  statements of
Global,  tax returns of Global and all  documents,  agreements  and  instruments
described herein or listed in the Global Disclosure Letter.

                                   ARTICLE VII
                        Certain Agreements of the Parties

      7.1 Public  Disclosure.  The  parties  shall  consult  with each other and
mutually  agree as to the content and timing before issuing any press release or
otherwise  making any public  statement  with  respect to the  Exchange  or this
Agreement  and will not issue any such  press  release  or make any such  public
statement prior to such consultation and agreement.

                                       33
<PAGE>

      7.2 Commercially Reasonable Efforts; Notification.

            (a) Upon the terms and subject to the  conditions  set forth in this
Agreement,  each of the parties agrees to use commercially reasonable efforts to
take, or cause to be taken, all actions,  and to do, or cause to be done, and to
assist and  cooperate  with the other  parties in doing,  all things  necessary,
proper or advisable to consummate and make  effective,  in the most  expeditious
manner practicable, the Exchange and the other transactions contemplated by this
Agreement,  including to accomplish  the  following:  (i) causing the conditions
precedent  set  forth  in  Article  VIII to be  satisfied;  (ii)  obtaining  all
necessary  Governmental  Approvals;  (iii) making all  necessary  registrations,
declarations and filings (including registrations, declarations and filings with
Governmental  Entities,  if any);  (iv)  obtaining  all  consents,  approvals or
waivers from third parties required as a result of the transactions contemplated
by this Agreement;  (v) defending any suits, claims, actions,  investigations or
proceedings,  whether judicial or administrative,  challenging this Agreement or
the consummation of the transactions  contemplated hereby,  including seeking to
have any stay or  temporary  restraining  order  entered  by any  court or other
Governmental  Entity  vacated or reversed;  and (vi) executing or delivering any
additional  instruments  reasonably  necessary to  consummate  the  transactions
contemplated by, and to fully carry out the purposes of, this Agreement.

            (b) ONTN shall give prompt notice to Global upon becoming aware that
any representation or warranty made by it contained in this Agreement has become
untrue or inaccurate, or of any failure of ONTN to comply with or satisfy in any
material  respect any  covenant,  condition or agreement to be complied  with or
satisfied by it under this  Agreement,  in each case,  where the  conditions set
forth in  Section  8.2 would not be  satisfied  as a result  thereof;  provided,
however,   that  no  such  notification  in  and  of  itself  shall  affect  the
representations,  warranties,  covenants  or  agreements  of the  parties or the
conditions to the obligations of the parties under this Agreement.

            (c) Global shall give prompt notice to ONTN upon becoming aware that
any representation or warranty made by it contained in this Agreement has become
untrue or  inaccurate,  or of any failure of Global to comply with or satisfy in
any material respect any covenant, condition or agreement to be complied with or
satisfied by it under this  Agreement,  in each case,  where the  conditions set
forth in  Section  8.1 would not be  satisfied  as a result  thereof;  provided,
however,   that  no  such  notification  in  and  of  itself  shall  affect  the
representations,  warranties,  covenants  or  agreements  of the  parties or the
conditions to the obligations of the parties under this Agreement.

      7.3 Third Party Consents.  ONTN and Global will each use its  commercially
reasonable  efforts to obtain any consents,  waivers and approvals  under any of
its respective agreements, contracts, licenses or leases required to be obtained
in connection with the consummation of the transactions contemplated hereby.

      7.4 ONTN  Board of  Directors.  Prior to or at the  Closing,  the Board of
Directors of ONTN, in accordance with  applicable law and ONTN's  Certificate of
Incorporation  and Bylaws,  shall take all  necessary  action  (which action may
include  the  resignation  of  existing  directors)  (a) to cause  the  Board of
Directors of Parent,  as of the Closing  Date,  to consist of not more than five
directors,  with all of the directors  designated by Global,  and (b) to appoint
William A. Mobley,  Jr. as Chief Executive Officer of ONTN and Andre L. Forde as
Chief Operating Officer of ONTN.

                                       34
<PAGE>

      7.5 ONTN Management. At the Closing:

            (a) ONTN shall enter into an  Employment  Agreement  with William A.
Mobley,  Jr. in the form and substance  attached as Exhibit B as Chief Executive
Officer of ONTN.

            (b) ONTN shall  enter  into an  Employment  Agreement  with Andre L.
Forde in the form and substance attached as Exhibit C as Chief Operating Officer
of ONTN.

      7.6  Confidentiality.  Each  of  the  parties  shall  hold  all  data  and
information  obtained with respect to the other party in strict  confidence  and
not use such  data or  information  or  disclose  it to  others,  except  (a) as
permitted  by the other  party,  (b) to the extent such data or  information  is
published or is a matter of public knowledge or (c) as may be required by law or
judicial or administrative process.

      7.7 SEC Reporting.  As soon as practicable  after the Effective  Time, the
Board  of  Directors  of  ONTN,  in  accordance  with  applicable  law  and  the
Certificate  of  Incorporation  and Bylaws of Parent,  shall take all  necessary
action and shall cause its  authorized  officers to make all  necessary  filings
with the SEC, for ONTN to maintain its status as a reporting company pursuant to
Section 12(g)(1) of the Exchange Act.

      7.8  Financing.  At or prior to  Closing,  ONTN  shall  issue and sell Six
Hundred  Ninety-Three  Thousand Four Hundred Eighty-Two  (693,482)  post-reverse
split shares of ONTN Common Stock for not less than Two Hundred Thousand Dollars
($200,000) in cash.

      7.9 Reverse Stock Split. Prior to Closing, ONTN shall effect a fifteen for
one reverse stock split. Global acknowledges that ONTN has effected such reverse
split.

      7.10 Formation of ONTN Subsidiary. At or prior to Closing, ONTN shall form
a  wholly-owned  subsidiary  corporation  and  transfer  all  of  its  Web  1000
technology to such subsidiary in consideration of such  subsidiary's  assumption
of all of ONTN's  indebtedness  to third parties.  Such  indebtedness  shall not
exceed  Seven  Hundred  Fifty   Thousand   Dollars   ($750,000).   Payment  such
indebtedness may be secured by a lien on the assets of such subsidiary.

      7.11 Survival;  Remedies. None of the representations or warranties of the
parties set forth in this Agreement shall survive the Closing,  and the sole and
exclusive  remedy of either  party for the  material  breach or violation of any
such  representation  or warranty by the other party shall be the termination of
this  Agreement  as  provided  in Article  IX below.  All of the  covenants  and
obligations  of the  parties to this  Agreement,  which by their terms are to be
performed  or  will  become  effective  after  the  Closing,  including  without
limitation  those contained in Sections 2.4, 2.5, 2.6, 2.9 and 7.7 shall survive
the Closing.  All of the other covenants and agreements of the parties set forth
in this  Agreement  shall not survive the  Closing,  and the sole and  exclusive
remedy of either party for the material breach or violation of any such covenant
or agreement by the other party shall be the  termination  of this  Agreement as
provided in Article IX below.

                                       35
<PAGE>

                                  ARTICLE VIII

                         Conditions Precedent to Closing

      8.1 Conditions  Precedent to Obligations of ONTN. The  obligations of ONTN
to  consummate  the  transactions  contemplated  hereby  shall be subject to the
satisfaction at or prior to the Closing Date of all of the following  conditions
precedent  (any or all of which may be waived,  in whole or in part,  by ONTN in
its discretion):

            (a) No preliminary or permanent  injunction or other order issued by
a court of competent  jurisdiction or by any other Governmental  Entity, nor any
Governmental  Rule  enacted  or  promulgated  subsequent  to the  date  of  this
Agreement,  which prohibits the  consummation of the  transactions  contemplated
hereby shall be in effect.

            (b)  Global  shall  have  performed  in all  material  respects  its
obligations  under this Agreement  required to be performed by it on or prior to
the Closing Date.

            (c) The  representations  and warranties of Global contained in this
Agreement  shall be true and correct in all  material  respects at and as of the
Closing  Date  as if  made  at  and as of  such  time,  except  as  affected  by
transactions  contemplated  hereby  and  except  to the  extent  that  any  such
representation  or warranty  is made as of a specified  date (in which case such
representation and warranty shall have been true and correct as of such date).

            (d) ONTN shall have received a certificate,  dated the Closing Date,
of the President of Global to the effect that the conditions precedent specified
in paragraphs (b) and (c) of this Section 8.1 have been satisfied.

            (e) All audits and investigations of Global,  its business,  affairs
and operations  undertaken by Global shall have been completed to the reasonable
satisfaction of Global.

            (f) There shall have been received all of the waivers,  consents and
approvals  set forth in the ONTN  Disclosure  Letter and the  Global  Disclosure
Letter.

                                       36
<PAGE>

      8.2 Conditions  Precedent to the Obligations of Global. The obligations of
Global to consummate the  transactions  contemplated  hereby shall be subject to
the  satisfaction  at or  prior  to the  Closing  Date  of all of the  following
conditions precedent (any or all of which may be waived, in whole or in part, by
Global in its discretion):

            (a) No preliminary or permanent  injunction or other order issued by
a court of competent  jurisdiction or by any other Governmental  Entity, nor any
Governmental  Rule  enacted  or  promulgated  subsequent  to the  date  of  this
Agreement,  which prohibits the  consummation of the  transactions  contemplated
hereby shall be in effect.

            (b)  Global  shall  have  performed  in all  material  respects  its
obligations  under this Agreement  required to be performed by it on or prior to
the Closing Date.

            (c) The  representations  and  warranties of ONTN  contained in this
Agreement  shall be true and correct in all  material  respects at and as of the
Closing  Date  as if  made  at  and as of  such  time,  except  as  affected  by
transactions  contemplated  hereby  and  except  to the  extent  that  any  such
representation  or warranty  is made as of a specified  date (in which case such
representation and warranty shall have been true and correct as of such date).

            (d) Global  shall have  received a  certificate,  dated the  Closing
Date,  of the  President  of ONTN to the effect  that the  conditions  precedent
specified in paragraphs (b) and (c) of this Section 8.2 have been satisfied.

            (e) All audits and investigations of ONTN, its business, affairs and
operations  undertaken  by Global shall have been  completed  to the  reasonable
satisfaction of Global.

            (f) There shall have been received all of the waivers,  consents and
approvals  set forth in the ONTN  Disclosure  Letter and the  Global  Disclosure
Letter.

            (g) Global shall have received the written  resignations of each and
every director and officer of ONTN,  and the persons  designated by Global shall
have been appointed directors and officers of ONTN.

            (h) ONTN  shall  have  entered  into an  Employment  Agreement  with
William A. Mobley,  Jr. in the form and substance attached as Exhibit B as Chief
Executive Officer of ONTN.

            (i) ONTN shall have entered into an Employment  Agreement with Andre
L. Forde in the form and  substance  attached  as  Exhibit C as Chief  Operating
Officer of ONTN.

                                       37
<PAGE>

                                   ARTICLE IX

                        Termination, Amendment and Waiver

      9.1 Termination. This Agreement may be terminated at any time prior to the
Closing:  (a) by mutual written consent duly authorized by the respective Boards
of Directors of ONTN and Global;

            (b)  by  ONTN  or  Global  if  the  Exchange  shall  not  have  been
consummated by December 31, 2005; provided, however, that the right to terminate
this Agreement  pursuant to his Section 9.1(b) shall not be available to a party
whose action or failure to act has been a principal  cause of or resulted in the
failure of the Closing to occur on or before such date if such action or failure
to act constitutes a breach of this Agreement;

            (c) by either  ONTN or Global if a  Governmental  Entity  shall have
issued an order,  decree or ruling or taken any other action, in any case having
the effect of permanently  restraining,  enjoining or otherwise  prohibiting the
Exchange,  which order,  decree,  ruling or other action shall have become final
and  nonappealable  or any law,  order,  rule or  regulation  is in effect or is
adopted or issued, which has the effect of prohibiting the Exchange;

            (d) by ONTN if  Global  has  materially  breached  or  violated  any
representation,   warranty,  covenant  or  agreement  made  by  Global  in  this
Agreement,  and such breach or violation is not corrected  within ten days after
notice thereof has been given by ONTN to Global;

            (e) by  Global  if ONTN has  materially  breached  or  violated  any
representation,  warranty, covenant or agreement made by ONTN in this Agreement,
and such  breach or  violation  is not  corrected  within ten days after  notice
thereof has been given by Global to ONTN;

            (f) by ONTN if any  condition  precedent to ONTN's  obligations  set
forth in Section 8.1 above shall not have been satisfied or waived by ONTN on or
before December 31, 2005; and

            (g) by Global if any condition precedent to Global's obligations set
forth in Section 8.2 above shall not have been  satisfied or waived by Global on
or before December 31, 2005.

      9.2 Fees and Expenses.  All Expenses (as such term is hereinafter defined)
incurred in connection  with this  Agreement and the  transactions  contemplated
hereby shall be paid by the party incurring such Expenses, regardless of whether
the Exchange is consummated: As used in this Agreement, "Expenses" shall include
all reasonable out-of-pocket expenses (including without limitation all fees and
expenses of counsel,  accountants,  experts and  consultants  to a party and its
Affiliates)  incurred by a party or on its behalf in connection  with or related
to the  authorization,  preparation,  negotiation,  execution and performance of
this Agreement and all other matters relating to the closing of the Exchange and
the other transactions contemplated hereby.

                                       38
<PAGE>

      9.3  Amendment.  This  Agreement  may be amended by the  parties by action
taken by or on behalf of their respective  Boards of Directors at any time prior
to the Closing; provided, however, that there shall not be any amendment that by
law requires  further approval by the shareholders of Global without the further
approval of such Global shareholders.

      9.4 Extension; Waiver. At any time prior to the Closing, either party may,
to the extent legally allowed, (i) extend the time for the performance of any of
the obligations or other acts of the other party, (ii) waive any inaccuracies in
the representations and warranties made to such party contained herein or in any
document  delivered  pursuant hereto and (iii) waive  compliance with any of the
agreements or conditions  for the benefit of such party  contained  herein.  Any
agreement on the part of a party to any such  extension or waiver shall be valid
only if set forth in an instrument in writing signed on behalf of such party.

                                    ARTICLE X

                            Miscellaneous Provisions

      10.1 Further Assurances.  From and after the date of this Agreement,  each
of the parties  shall  cooperate  with one  another,  shall do and perform  such
actions  and  things,   and  shall  execute  and  deliver  such   documents  and
instruments,  as may be reasonable  and necessary to effectuate the purposes and
intents of this Agreement.

      10.2  Governing  Law.  This  Agreement  shall be governed by, and shall be
construed and interpreted in accordance,  with the laws of the State of Florida,
without giving effect to the principles of conflicts of law thereof.

      10.3  Notices.  Any and all notices and other  communications  required or
permitted to be given pursuant to this  Agreement  shall be in writing and shall
be deemed to have been duly given (a) when delivered by hand, (b) two days after
having  been  delivered  to  Federal  Express,  DHL,  UPS,  Airborne  or another
recognized  overnight  courier  or  delivery  service,  (c)  when  delivered  by
facsimile  transmission,  provided  that an original  copy of such  transmission
shall be sent by first  class  mail,  postage  prepaid,  or (d) five days  after
having been  deposited  into the United  States mail, by registered or certified
mail, return receipt  requested,  postage prepaid,  to the respective parties at
their respective  addresses or to their respective  facsimile telephone numbers,
as follow:

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<PAGE>

If to ONTN:                110 Media Group, Inc.
                           95 Broadhollow Road
                           Suite 110
                           Melville, New York  1747
                           Attention:  President
                           Facsimile:  (   )

with a copy to:            Herbert H. Sommer, Esq.
                           Sommer & Schneider LLP
                           595 Stewart Avenue, Suite 710
                           Garden City, NY 11530
                           Facsimile: (516) 228-8211

If to Global:              Global Portals Online, Inc.
                           100 West Lucerne Circle
                           Suite 600
                           Orlando, Florida  32801
                           Attention:  President
                           Facsimile:  (407) 849-9834

with a copy to:            Gary D. Lipson, Esq.
                           Winderweedle, Haines, Ward & Woodman, P.A.
                           390 North Orange Avenue
                           Suite 1500
                           Orlando, Florida 32801
                           Facsimile: (407) 423-7014

or to such other address as any party may from time to time give written  notice
of to the other parties.

      10.4 Entire Agreement. This Agreement, together with the exhibits attached
hereto, constitutes the entire agreement between the parties with respect to the
subject  matter  hereof and  supersedes  all prior  agreements,  understandings,
negotiations and arrangements,  both oral and written,  between the parties with
respect  to  such  subject  matter.  Without  limiting  the  generality  of  the
immediately  preceding  sentence,  the  Letter of Intent is  superceded  by this
Agreement and shall be of no further force or effect.  This Agreement may not be
amended or modified in any manner,  except by a written  instrument  executed by
each of the parties.

      10.5 Benefits; Binding Effect. This Agreement shall be for the benefit of,
and shall be binding  upon,  the  parties  and their  respective  sucessors  and
assigns.

      10.6  Severability.  The  invalidity  of any  one or  more  of the  words,
phrases,  sentences,  clauses or sections  contained in this Agreement shall not
affect the  enforceability  of the remaining  portions of this  Agreement or any
part  hereof,  all of which are inserted  conditionally  on their being valid in
law. If any one or more of the words,  phrases,  sentences,  clauses or sections
contained in this Agreement shall be declared  invalid by any court of competent
jurisdiction,  then, in any such event,  this Agreement shall be construed as if
such invalid word or words, phrase or phrases, sentence or sentences,  clause or
clauses, or section or sections had not been inserted.

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<PAGE>

      10.7  Jurisdiction  and  Venue.  Any  claim  or  dispute  arising  out of,
connected  with, or in any way related to this Agreement  shall be instituted by
the  complaining  party and  adjudicated  in a court of  competent  jurisdiction
located in Orange County,  Florida, and the parties to this Agreement consent to
the personal  jurisdiction  of and venue in such  courts.  In no event shall any
party to this Agreement contest the personal jurisdiction of such courts over or
the venue of such courts.

      10.8 Waiver of Jury  Trial.  EACH OF THE  PARTIES  IRREVOCABLY  WAIVES ALL
RIGHT TO TRIAL BY JURY IN ANY ACTION,  PROCEEDING OR COUNTERCLAIM (WHETHER BASED
ON CONTRACT,  TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR
THE ACTIONS OF THE PARTIES IN CONNECTION WITH THE  NEGOTIATION,  ADMINISTRATION,
PERFORMANCE AND ENFORCEMENT HEREOF.

      10.9 No Waivers.  The waiver by either  party of a breach or  violation of
any  provision  of this  Agreement  by the other  party shall not operate nor be
construed  as a waiver of any  subsequent  breach or  violation,.  The waiver by
either  party to exercise  any right or remedy it may possess  shall not operate
nor be  construed as a bar to the exercise of such right or remedy by such party
upon the occurrence of any subsequent breach or violation.

      10.10 Headings. The headings contained in this Agreement are for reference
purposes only and shall not affect in any way the meaning or  interpretation  of
any or all of the provisions hereof.

      10.11  Counterparts.  This  Agreement  may be  executed  in any  number of
counterparts and by the separate parties in separate counterparts, each of which
shall be deemed to  constitute  an original  and all of which shall be deemed to
constitute the one and the same instrument.

      IN WITNESS  WHEREOF,  each of the parties,  by and through its undersigned
officer thereunto duly authorized,  has executed and delivered this Agreement on
the date first written above.

                                        110 Media Group, Inc.

                                        By  /s/ Darren J. Cioffi
                                           ----------------------------
                                                Darren J. Cioffi,
                                                Chief Financial Officer

                                        Global Portals Online, Inc.

                                        By  /s/ William A. Mobley, Jr.
                                           -------------------------------------
                                                William A. Mobley, Jr., Chairman
                                                and Chief Executive Officer


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