MENDMENT
NO. 2 TO CANCELLATION AGREEMENT

    BETWEEN
QPORTER, INC. AND ZMG—ZURICH MANAGEMENT GROUP

     

    AGREEMENT
dated as of July 22, 2009, by and between Qporter, Inc., a wholly owned
subsidiary of Qnective, Inc., a Nevada corporation with its principal place of
business at Thurgauerstrasse 54, CH-8050 Zurich, Switzerland (collectively,
"Qnective"), and ZMG—Zurich Management Group, a Swiss company, with its
principal place of business at Thurgauerstrasse 54, CH-8050, Zurich, Switzerland
("ZMG").

     

    WITNESSETH:

     

    WHEREAS,
Qnective, through its wholly owned subsidiary, Qporter, Inc., and ZMG entered
into a consulting agreement dated as of December 20, 2007, as amended by
amendment dated June 20, 2008 (collectively, the "Consulting Agreement") whereby
ZMG agreed to provide certain services to Qnective in exchange for compensation
which included the grant of stock options for shares of Qnective common stock;
and

     

    WHEREAS,
Qnective and ZMG terminated the Consulting Agreement by Agreement dated March
30, 2009 (the "Cancellation Agreement"); and

     

    WHEREAS,
Qnective and ZMG amended the Cancellation Agreement by Amendment dated March 31,
2009; and


    
      
        
        

         


      

      
         


        
          

        

      

      
         


      

    


    WHEREAS,
Qnective and ZMG have agreed to amend further the Cancellation Agreement upon
the terms and conditions set forth herein; and

     

    WHEREAS
Qnective and ZMG have agreed to provide for the issuance of Stock Rights in lieu
of Options as more fully set forth in this Amendment; and

     

    WHEREAS,
capitalized terms used herein and not otherwise defined shall have the meanings
ascribed in Qnective's Amended and Restated Equity Incentive Plan (the "Plan");
and ZMG shall be deemed a Key Person under the Plan.

     

    NOW,
THEREFORE, in consideration of the foregoing premises and the mutual promises
and covenants contained herein the parties agree as follows.

     

    1.  Termination.

     

    (a) The
Consulting Agreement was terminated on March 30, 2009 (the "Termination Date")
as amended on March 31, 2009,  pursuant to the terms of the
Cancellation Agreement and the first amendment to the Cancellation Agreement, a
copy of each of which is annexed hereto as Exhibit A and Exhibit B,
respectively, and all obligations of ZMG and its president, Zoran
Trifovic,  terminated on the Termination Date, including but not
limited to Mr. Trifovic's membership on the board of directors of Qnective
(Swiss) AG (formerly Qporter (Swiss) AG), and all obligations of Qnective
terminated on such date, other than the obligation to grant Options in
accordance with the first amendment to the Cancellation
Agreement.


    
      
         


      

      
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    2.  Termination
Payment.  Upon termination of the Consulting Agreement Qnective
paid to ZMG a lump-sum settlement payment in the amount of Three Thousand Eight
Hundred and fifty and 00/100 (CHF3,850.00) Swiss Francs receipt of which is
hereby acknowledged by ZMG.

     

    3.  Stock
Options.

     

    (a)  Qnective
and ZMG have agreed to exchange the 350,000 Options granted to ZMG to Stock
Rights for 350,000 Shares effective July 22, 2009.

     

    (b)  In
accordance with the terms of the Plan the Board of Directors of Qnective has
determined that the Fair Market Value Price of the Shares to be issued pursuant
to the Stock Rights shall be $.14 per Share, a price per Share in excess of the
closing price on the OTC Bulletin Board on the date of grant of the Stock Rights
resulting in additional compensation to ZMG of $49,000 for services rendered to
Qnective.


    
      
         


      

      
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    (c) The
foregoing grant of Stock Rights and issuance of Shares is subject to, and
contingent upon, ZMG's execution and delivery to Qnective of all necessary and
required documentation, including but not limited to the form of Subscription
Agreement annexed hereto as Exhibit
C.

     

    4. Return of
Documentation.

     

    (a) ZMG
on its behalf and on behalf of its President, Zoran Trifovic, hereby represents
and warrants to Qnective that all documents relating to Qnective that it might
have had in its possession have been returned to Qnective.

     

    5. Release.  ZMG,
its officers, directors, shareholders, and employees hereby release and
discharge Qnective, and its parents, subsidiaries, affiliates, successors, and
assigns and each of their respective officers, directors, shareholders, agents,
attorneys, employees, and representatives from any and all actions, causes of
action, claims, costs, liabilities, damages, expenses, attorneys' fees, or
demands of any kind or nature, contingent or fixed, liquidated or unliquidated,
matured or unmatured, and whether at law or in equity any of them may have had,
now may have, or may hereafter have against Qnective.


    
      
         


      

      
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    6. Confidentiality.   ZMG
on its behalf, and on behalf of its President, Zoran Trifovic, and all other of
its employees or agents, agrees not to use, divulge, sell, or deliver to or for
any other person, firm, or corporation any Confidential Information (as
hereinafter defined) regarding Qnective which it acquired, learned, developed,
or created by reason of its relationship with Qnective, except as specifically
authorized or as required by law and except for information that is or becomes
public other than through ZMG's breach of this
paragraph.  "Confidential Information" herein means information about
Qnective and its employees and consultants, including their education,
experience, skills, abilities, compensation, and benefits, that is not disclosed
by Qnective in the ordinary course of business and that was learned by ZMG in
the course of its relationship with Qnective, and also includes without
limitation data, business plans, methods of operation, formulae, information,
and client and customer lists and all papers, resumes, and records (including
computer records) or documents containing such Confidential
Information.  ZMG acknowledges that such Confidential Information is
specialized, unique in nature, and of great value to Qnective and that such
information gives Qnective a competitive advantage.

     

    7.  Governing Law; Dispute
Resolution.  This Agreement shall be governed by and construed
in accordance with the laws of Switzerland without application of principles of
conflicts of laws.  Any dispute relating in any manner to this
Agreement shall be resolved before the courts of the Canton of Zurich,
Switzerland.


    
      
         


      

      
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    IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.

     

    
      
        	
                QPORTER,
      INC.

              
	 
      
	
                By:

              	      
                /s/
      Oswald Ortiz

              
	 
      	
                Oswald
      Ortiz

              
	 
      	
                Chief
      Executive Officer

              
	 
      
	
                ZMG—ZURICH
      MANAGEMENT GROUP

              
	 
      
	
                By:

              	      
                /s/
      Zoran Trifovic

              
	 
      	
                Zoran
      Trifovic

              
	 
      	
                President

              


      

    

    


    SOLELY
FOR PURPOSES OF SECTION 3:

    QNECTIVE,INC.

    


    
      
        	
                By:

              	      
                /s/
      Oswald Ortiz

              
	 
      	
                Oswald
      Ortiz

              
	 
      	
                Chief
      Executive Officer

              


      

    


    
      
         


      

      
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    EXHIBIT
A

    


    Cancellation
Agreement


    
      
         


      

      
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    This
document is a translation of the German original. In the event of conflict or
inconsistency between the terms of the German version of this Agreement and this
translation, the German version shall prevail.

    


    Cancellation
Agreement

    between

    


    The shareholders of Qnective AG,
represented by Oswald Ortiz, Thurgauerstrasse 54, 8050
Zurich,

    (QNV)

    


    and

    


    Zurich Management Group, represented
by Zoran Trifkovic, Thurgauerstrasse 54, 8050 Zurich,

    (ZMG)

    


    1. Termination of
Agreements

    


    The
Consultancy Agreement dated December 20, 2007, relating to “Business Development
Support” and the associated Supplementary Agreement dated June 20, 2008, are
hereby terminated with effect from March 31, 2009. The mandate of Mr. Zoran
Trifkovic on the Board of Directors of Qnective AG shall end on the same date;
the shareholders of QNV hereby relieve him of his duties in this
capacity.

    


    2. Settlement

    


    The
parties hereby agree to a lump-sum settlement payment of CHF 3,850 to satisfy
all claims of ZMG and Mr. Zoran Trifkovic. Neither party shall have any
additional claims following payment of this settlement.

    


    3. Place of jurisdiction and applicable
law

    


    The
place of jurisdiction for any disputes arising out of this Agreement shall be
Zurich. This Agreement is governed by Swiss law.

    


    Zurich
and Schlieren, March 30, 2009

    


    
      
        	
                The
      shareholders of Qnective AG

              	
                Zurich
      Management Group

              
	 
      	 
      
	
                /s/
      Oswald Ortiz

              	
                /s/
      Zoran Trifkovic

              
	
                Oswald
      Ortiz

              	
                Zoran
      Trifkovic

              


      

    


    
      
         


      

      
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    EXHIBIT
B

    


    Amendment
No. 1 to Cancellation Agreement


    
      
         


      

      
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    Zurich,
March 31, 2009

    


    Zurich
Management Group

    Mr. Zoran
Trifkovic

    Thurgauerstrasse
54

    8050
Zurich

    


    Appendix
to the cancellation agreement between Qnective AG, Zurich, and Zurich Management
Group dated March 30, 2009

    


    Dear Mr.
Trifkovic,

    


    As per
our conversation yesterday, we can contractually stipulate the following in the
form of an appendix to the aforementioned cancellation agreement:

    


    
      	
               
      

            	
              -

            	
              It
      is now agreed that, regardless of any condition originally set, all
      350,000 options are owed on March 31, 2009, and will be issued when the
      option plan is instated.

            


    

    


    Thank you
again for the services you have provided.

    


    Sincerely,

    


    
      
        	
                For
      Qnective AG

              	
                For
      Zurich Management Group

              
	 
      	 
      
	
                /s/
      Oswald Ortiz

              	
                /s/
      Zoran Trifkovic

              
	
                Oswald
      Ortiz

              	
                Zoran
      Trifkovic

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C

    


    Subscription
Agreement


    
      
         


      

      
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