EXHIBIT B

                      AGREEMENT AND PLAN OF REORGANIZATION













                      AGREEMENT AND PLAN OF REORGANIZATION
                                  BY AND AMONG
                         GLOBALNET INTERNATIONAL, INC.,
                              GN ACQUISITION CORP.
                                       AND
                                RICH EARTH, INC.
                           DATED AS OF MARCH 22, 2000

                                       34
<PAGE>


                      AGREEMENT AND PLAN OF REORGANIZATION



     This  AGREEMENT AND PLAN OF MERGER (the Agreement) is made and entered into
as  of  March 22, 2000 by and among Rich Earth, Inc., a Nevada corporation (Rich
Earth),  GN  Acquisition  Corp.,  an  Delaware  corporation  ("Merger Sub"), and
GlobalNet  International,  Inc.,  a  Delaware  corporation  ("GLOBALNET").

The  parties  agree  as  follows:

1.     THE  MERGER.

     1.1     The  Merger.  At the Effective Time (as defined in Section 1.2) and
             -----------
subject  to and upon the terms and conditions of this Agreement, GLOBALNET shall
be  merged  into  Merger  Sub  (the Merger), the separate corporate existence of
Merger  Sub  shall  cease  and  GLOBALNET  shall  continue  as  the  surviving
corporation.  The  surviving  corporation  after  the  Merger  is  hereinafter
sometimes  referred  to  as  the  "Surviving  Corporation"  which  shall  be  a
wholly-owned  subsidiary  of  Rich  Earth.

     1.2     Effective  Time.  Unless  this  Agreement  is  earlier  terminated
             ---------------
pursuant  to  Section  8.1,  the closing of the Merger (the "Closing") will take
place  as  promptly  as  practicable,  but  no  later than two (2) business days
following  satisfaction  or waiver of the conditions set forth in Section 6, via
facsimile  or  at  the  offices  of Venture Law Corporation, Suite 618, 688 West
Hastings  Street,  Vancouver,  British Columbia, Canada, V6B 1P1, unless another
place  or  time  is  agreed to in writing by Rich Earth and GLOBALNET.  The date
upon  which  the  Closing  actually occurs is herein referred to as the "Closing
Date."  On  the  Closing  Date,  the parties hereto shall cause the Merger to be
consummated  by  filing  Articles  of  Merger  (or  like instrument) in the form
attached  hereto  as  Exhibit  A  with  the  Secretary  of State of the State of
                      ----------
Delaware  (the  "Merger Articles"), in accordance with the applicable provisions
of  Delaware  law (the later time of acceptance by the Secretary of State of the
State  of  Delaware  of  such  filing being referred to herein as the "Effective
Time").

     1.3     Effect  of  the  Merger.  At  the Effective Time, the effect of the
             -----------------------
Merger  shall  be  as  provided  in  the  applicable provisions of Delaware law.
Without  limiting  the  generality of the foregoing, and subject thereto, at the
Effective  Time,  all the property, rights, privileges, powers and franchises of
GLOBALNET and Merger Sub shall vest in the Surviving Corporation, and all debts,
liabilities  and  duties  of  GLOBALNET  and  Merger Sub shall become the debts,
liabilities  and  duties  of  the  Surviving  Corporation.

     1.4     Articles  of  Incorporation,  Bylaws.  The  Certificate  of
             ------------------------------------
Incorporation  and  Bylaws  of Surviving Corporation shall be the Certificate of
Incorporation  and  Bylaws  of  GLOBALNET.

     1.5     Directors  and Officers.  Directors of Rich Earth and the Surviving
             -----------------------
Corporation  immediately  after  the  Effective  Time  shall  consist  of eleven
members.  Nine  nominee  directors  selected  by Robert Donahue and two nominees
selected  by  Myron Gushlak, each director to hold the office in accordance with
the provisions of applicable laws and the Bylaws of Rich Earth and the Surviving
Corporation,  as  applicable,  until  their  successors  are  duly qualified and
elected.  The  directors  and  officers  of  Rich  Earth  immediately  after the
Effective  Time shall be the same as the Surviving Corporation except as changed
by  Robert Donahue, President and C.E.O., each to hold office in accordance with
the  provisions  of  the  Bylaws of Rich Earth and the Surviving Corporation, as
applicable,  on  conversion  as  provided  for  in  the  succeeding  paragraph.

     1.6     Conversion  of  GLOBALNET  and  Merger  Sub  Common  Stock.
             ----------------------------------------------------------
          (a)  At  the  Effective Time, each  share  of  GLOBALNET Common Stock,
par  value  $  0.001  per  share  ("GLOBALNET Common Stock"), upon the terms and
subject  to the conditions set forth below shall be converted automatically into
10,000 shares (the "Exchange Ratio") of Rich Earth Common Stock par value $0.001
per  share  ("Rich  Earth  Common  Stock") for an aggregate amount of 20,000,000
shares  of  Rich  Earth  Common  Stock.  Accordingly, at the Effective Time, the
Shareholders  of  GLOBALNET  will hold approximately 67% of the issued shares of
the  Rich  Earth  Common Stock in the Rich Earth without taking into account the
issuance of 600,000 shares of Rich Earth Common Stock in accordance with Section
5.1  below.  At the Effective Time, each share of the common stock of Merger Sub
issued  and  outstanding  immediately  prior  to  the  Effective  Time  shall be
converted  into  and  exchanged  for   one   validly   issued,  fully  paid  and
non-assessable  share  of  common  stock  of  the  Surviving  Corporation.
          (b)     The  Exchange  Ratio  shall  be  adjusted to reflect fully the
effect of any stock split, reverse split, stock dividend (including any dividend
or  distribution  of  securities convertible into GLOBALNET Common Stock or Rich
Earth  Common Stock), reorganization, recapitalization or other like charge with
respect to GLOBALNET Common Stock or Rich Earth Common Stock occurring after the
date  hereof.
                                       35
<PAGE>
         (c)     No  fractional share of GLOBALNET Common Stock shall be issued
in the Merger.  In lieu thereof, any fractional share shall be rounded up to the
nearest  whole  share  of  GLOBALNET  Common  Stock.

     1.7     Surrender  of  Certificates.
             ---------------------------
          (a)     Exchange  Agent.  The  Venture  Law  Corporation of Vancouver,
                  ---------------
British Columbia, Canada shall serve as exchange agent (the "Exchange Agent") in
the  Merger.
          (b)     GLOBALNET  to  Provide  Common  Stock.  Promptly  after  the
                  -------------------------------------
Effective  Time,  GLOBALNET  shall  make  available  to  the  Exchange Agent for
exchange  in  accordance with this Section, the shares of GLOBALNET Common Stock
convertible  pursuant  to  Section  1.6(a)  in exchange for shares of Rich Earth
Common  Stock.
          (c)     Exchange  Procedures.  On  or  after  the  Closing  Date,  the
                  --------------------
holders  of  GLOBALNET Common Stock will surrender the certificates representing
their GLOBALNET Common Stock (the "GLOBALNET Stock Certificate") to the Exchange
Agent  for  cancellation  together with a letter of transmittal in such form and
having  such  provisions  that the Exchange Agent reasonably requests.  Promptly
following  the  Effective  Time,  Exchange  Agent  will  cause  to  be  issued
stockholders certificates for the number of shares of Rich Earth Common Stock to
which  such  stockholders  are  entitled  pursuant  to  Section  1.6.
          (d)     Transfers of Ownership.  If any certificate for shares of Rich
                  ----------------------
Earth  Common  Stock  is  to  be  issued  in a name other than that in which the
certificate  surrendered in exchange therefor is registered or if any cash is to
be  delivered to a person other than the person whose name is on the certificate
surrendered, it will be a condition to the issuance and/or delivery thereof that
the certificate so surrendered will be properly endorsed and otherwise in proper
form for transfer and that the person requesting such exchange will have paid to
GLOBALNET  or any agent designated by it any transfer or other taxes required by
reason or the issuance of a certificate for shares of Rich Earth Common Stock or
the delivery of any cash in any name other than that of the registered holder of
the  certificate surrendered, or established to the satisfaction of the Exchange
Agent  or  any  agent  designated  by  it  that such tax has been paid or is not
payable.  Rich  Earth  and  the Transfer Agent acknowledge and agree that Robert
Donahue  shall designate prior to the Effective Time such persons and respective
amounts  of  Rich  Earth  Common  Stock  set  forth  in  Section  5.16  hereof.
          (e)     No  Liability.  Notwithstanding  anything  to  the contrary in
                  -------------
this  Section  1.7, none of the Exchange Agent, the Surviving Corporation or any
party hereto shall be liable to a holder of shares of Rich Earth Common Stock or
GLOBALNET  Common  Stock  for  any  amount  properly  paid  to a public official
pursuant  to  any  applicable  abandoned  property,  escheat  or  similar  law.

     1.8     No  Further Ownership Rights in GLOBALNET Common Stock.  All shares
             ------------------------------------------------------
of  Rich  Earth Common Stock issued upon the surrender for exchange of shares of
GLOBALNET Common Stock in accordance with the terms hereof, and any cash paid in
respect  thereof,  shall  be  deemed  to  be  full  satisfaction  of  all rights
pertaining  to  such  shares  of  GLOBALNET  Common Stock, and there shall be no
further  registration  of  transfers  on  the records of Rich Earth of shares of
GLOBALNET Common Stock which were outstanding immediately prior to the Effective
Time.  If,  after the Effective Time, GLOBALNET Stock Certificates are presented
to  Rich  Earth for any reason, they shall be canceled and exchanged as provided
in  this  Section  1.

     1.9     Lost,  Stolen  or  Destroyed  Certificates.  In  the  event  any
             ------------------------------------------
certificates  evidencing  shares of GLOBALNET Common Stock shall have been lost,
stolen  or  destroyed, the Exchange Agent shall issue in exchange for such lost,
stolen  or  destroyed certificates, upon the making of an affidavit of that fact
by  the  holder  thereof,  such  amount,  if any, as may be required pursuant to
Section  1.6;  provided, however, that the Exchange Agent may, in its discretion
               --------  -------
and  as a condition precedent to the issuance thereof, require the owner of such
lost, stolen or destroyed certificates to deliver an indemnity in such sum as it
may  reasonably  direct against any claim that may be made against Rich Earth or
the  Exchange  Agent with respect to the certificates alleged to have been lost,
stolen  or  destroyed.

     1.10     Tax  Consequences.  It  is intended by the parties hereto that the
              -----------------
Merger will constitute a reorganization within the meaning of Section 368 of the
Internal  Revenue  Code  of 1986, as amended.  Each party has consulted with its
own  tax  advisors  with  respect  to  the  tax  consequences  of  the  Merger.

     1.11     Taking of Necessary Action; Further Action.  If, at any time after
              ------------------------------------------
the  Effective  Time, any such further action is necessary or desirable to carry
out  the  purposes  of this Agreement and to vest the Surviving Corporation with
full  right,  title  and possession to all assets, property, rights, privileges,
powers  and  franchises  of  GLOBALNET, the officers and directors of GLOBALNET,
Merger  Sub  and Rich Earth are fully authorized in the name of their respective
corporations  or otherwise to take, and will take, all such lawful and necessary
action.
                                       36
<PAGE>

     2.0     REPRESENTATIONS  AND  WARRANTIES  OF  RICH  EARTH  AND  MERGER  SUB
             -----------------------------------------------

Rich  Earth  and  Merger Sub represent and warrant to GLOBALNET, subject to such
exceptions  as  are specifically disclosed in the Rich Earth Disclosure Schedule
(referencing  the  appropriate  Section  and paragraph numbers) supplied by Rich
Earth  to  GLOBALNET  (the "Rich Earth Disclosure Schedule") and dated as of the
date  hereof,  as  follows:

     2.1     Organization  of  Rich  Earth  and  Merger  Sub.  Rich  Earth  is a
             -----------------------------------------------
corporation duly organized, validly existing and in good standing under the laws
of  the  State  of  Nevada.  Merger Sub is a corporation duly organized, validly
existing  and  in  good  standing  under the laws of the State of Delaware. Rich
Earth  and  Merger Sub each has the corporate power to own its properties and to
carry  on its business.  Rich Earth and Merger Sub has each delivered a true and
correct  copy of its Articles of Incorporation and Bylaws and the Certificate of
Incorporation  and  Bylaws,  each  as  amended  to  date, to GLOBALNET.   Xenios
Xenopoulous is the sole director and officer of Rich Earth. Rich Earth has never
conducted  any  operations.

     2.2     Authority.  Rich  Earth  and  Merger  Sub  each  has  all requisite
             ---------
corporate  power  and  authority  to  enter  into this Agreement and the Related
Agreements  (as  defined  below) and to consummate the transactions contemplated
hereby  and  thereby.  The  execution  and  delivery  of  this Agreement and the
Related  Agreements and the consummation of the transactions contemplated hereby
and  thereby  have been duly authorized by all necessary corporate action on the
part of Rich Earth and Merger Sub except that the Merger must be approved by the
stockholders of Rich Earth.  This Agreement has been duly executed and delivered
by  Rich  Earth and Merger Sub and constitutes, and the Related Agreements, when
duly  executed  and  delivered by Rich Earth and Merger Sub, will constitute the
valid  and  binding  obligations  of  each party, enforceable in accordance with
their  terms,  except  as  such  enforceability  may be limited by principles of
public  policy  and  subject  to  the  laws  of  general application relating to
bankruptcy,  insolvency  and  the  relief  of debtors and rules of law governing
specific  performance,  injunctive  relief  or  other  equitable  remedies.  The
"Related  Agreements"  shall mean all such ancillary agreements required in this
Agreement  to  be  executed  and  delivered  in connection with the transactions
contemplated  hereby.

     2.3     Capital  Structure  of  Rich  Earth.
             -----------------------------------
          (a)     The  authorized  capital  stock  of  Rich  Earth  consists  of
100,000,000  shares  of  authorized Common Stock, par value $0.001 per share, of
which  9,960,000  shares are issued and outstanding and an additional 20,000,000
shares  will  be  issued  and outstanding at the Closing which shall exclude the
600,000  shares to be issued under Section 2.3(b) below.  The authorized capital
stock  of Merger Sub consists of 1,000 shares of authorized Common Stock, no par
value,  of  which  100 shares are issued and outstanding in favor of Rich Earth.
All  outstanding  shares of Rich Earth Common Stock are duly authorized, validly
issued,  fully  paid  and  non-assessable  and  not subject to preemptive rights
created by statute, the Articles of Incorporation or Bylaws of Rich Earth or any
agreement  to  which Rich Earth is a party or by which it is bound and have been
issued  in compliance with federal and state securities laws.  Rich Earth has no
other  capital  stock  authorized,  issued  or  outstanding.
          (b)     Rich  Earth  has arranged a private placement of 600,000 units
at  a price of $10.00 per unit for an aggregate amount of US$ 6,000,000 with two
purchasers.  The  $6,000,000  shall  be  raised  prior  to  the  Closing  and be
available  as  cash to Rich Earth prior to Closing.  Each "Unit" consists of one
share  in  the  common  stock  of  the  Company  and  one share purchase warrant
("Warrant")  with each Warrant entitling the holder to purchase one common share
in  the Company for US$ 15.00 per share at any time on or before six months from
the  date  of the acquisition of the Units by the Purchasers.  No Units have yet
been  sold.  Rich  Earth may conduct another private placement of Units with the
consent  of  GLOBALNET  prior  to  the Closing of this Merger in accordance with
Section  4.2.  Except  for  the  Rich  Earth  Warrants,  there  are  no options,
warrants,  calls, rights, commitments or agreements of any character, written or
oral, to which Rich Earth or any of its shareholders is a party or by which Rich
Earth  or  any  of its shareholders is bound obligating Rich Earth or any of its
shareholders  to  issue,  deliver,  sell,  repurchase  or redeem, or cause to be
issued,  delivered,  sold,  repurchased  or  redeemed, any shares of the capital
stock  of  Rich  Earth or obligating Rich Earth to grant, extend, accelerate the
vesting  of,  change the price of, otherwise amend or enter into any such option
warrant,  call,  right,  commitment  or  agreement.  There are no outstanding or
authorized  stock  appreciation,  phantom  stock, profit participation, or other
similar rights with respect to Rich Earth.  There are no voting trusts, proxies,
or  other  agreements or understandings with respect to the voting stock of Rich
Earth.
          (c)     The  Rich  Earth  Common  Stock  has  been  duly  approved for
quotation  on  the  NASD  OTC  Bulletin  Board.  Rich Earth has filed all forms,
reports,  exhibits  and other documents required to be filed with the Securities
and  Exchange  Commission  under  the  Securities  Act  of  1933, the Securities
Exchange  Act of 1934 and the rules and regulations promulgated thereunder. Rich
Earth  shall  have  filed  its  annual  report on Form 10-KSB for the year ended
December  31, 1999 with the Securities and Exchange Commission no later than the
earlier  of  such  date  as required under the regulations promulgated under the
Securities Exchange Act of 1934, as amended, or within ten days of the Effective
Date.
                                       37
<PAGE>

     2.4     Subsidiaries.  Except for Merger Sub, Rich Earth does not have, and
             ------------
has  never  had, any subsidiaries or affiliated companies and does not otherwise
own,  and  has not otherwise owned, any shares in the capital of or any interest
in,  or  control,  directly  or  indirectly, any other corporation, partnership,
association, joint venture or other business entity.  Rich Earth owns all of the
issued  and  outstanding  capital  stock  of  Merger  Sub.

     2.5     Conflict.  The  execution  and  delivery  of this Agreement and any
             --------
Related  Agreements  to which it is a party by Rich Earth and Merger Sub do not,
and,  the  consummation of the transactions contemplated hereby and thereby will
not,  conflict  with,  or  result in any violation of, or default under (with or
without  notice  or  lapse  of  time,  or  both),  or  give  rise  to a right of
termination,  cancellation,  modification  or  acceleration of any obligation or
loss  of  any  benefit under (any such event, a "Conflict") (i) any provision of
the  Articles  of Incorporation and Bylaws of Rich Earth or Merger Sub, (ii) any
mortgage,  indenture,  lease, contract or other agreement or instrument, permit,
concession, franchise or license to which Rich Earth, Merger Sub or any of their
properties or assets are subject, or (iii) any judgment, order, decree, statute,
law, ordinance, rule or regulation applicable to Rich Earth, Merger Sub or their
respective  properties  or  assets.

     2.6     Consents.  No consent, waiver, approval, order or authorization of,
             --------
or registration, declaration or filing with, any court, administrative agency or
commission  or other federal, state, county, local or other foreign governmental
authority,  instrumentality, agency or commission ("Governmental Entity") or any
third  party,  including  a party to any agreement with Rich Earth or Merger Sub
(so  as  not  to  trigger  any Conflict), is required by or with respect to Rich
Earth  or  Merger  Sub  in  connection  with  the execution and delivery of this
Agreement  and  any  Related  Agreements  to which Rich Earth or Merger Sub is a
party  or  the consummation of the transactions contemplated hereby and thereby,
except  for  (i)  such  consents,  waivers,  approvals,  orders, authorizations,
registrations,  declarations  and  filings  as  may be required under applicable
securities  laws  thereby,  and  (ii) the filing of the Merger Articles with the
Secretary  of  State  of  the  Delaware.

     2.7     Rich  Earth Financial Statements. Rich Earth has provided GLOBALNET
             --------------------------------
with a copy of its audited balance sheets as of June 30, 1999, December 31, 1998
and  December  31,  1997  and  the  related  audited  statements  of operations,
stockholders'  equity  and  cash  flow  for the periods then ended (the "Audited
Financials").  The  Audited  Financials are correct in all material respects and
have  been  prepared  in  accordance  with  GAAP  applied  on a basis consistent
throughout  the  periods  indicated and consistent with each other.  The Audited
Financials  present  fairly  the financial condition, operating results and cash
flows  of  Rich  Earth as of the dates and during the periods indicated therein.
The  audited financial statements for the period ended December 31, 1999 will be
substantially  the  same in all respects as the audited financial statements for
the  period  ended  June 30, 1999 except for any changes as a result of entering
into  this  Agreement, the transactions contemplated hereby and the transactions
referenced  in  Section  5.0  hereof

     2.8     No  Undisclosed Liabilities.  Rich Earth and Merger Sub do not have
             ---------------------------
any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or
endorsement  of  any  type,  whether  accrued,  absolute,  contingent,  matured,
unmatured  or  other  (whether  or  not  required  to  be reflected in financial
statements  in  accordance  with  GAAP).

     2.9     No  Changes.  Since  inception  of Rich Earth and Merger Sub, there
             -----------
has  not  been,  occurred  or  arisen  any:

          (a)     transaction,  commitment or obligation by Rich Earth or Merger
Sub  of  any  kind  other  than  the  stock  and  warrant issuances described in
paragraph  (b)  hereof;
          (b)     issuance  or sale, or contract to issue or sell, by Rich Earth
of  any  shares  of Rich Earth Common Stock, by Merger Sub of any of its capital
stock  or  securities  exchangeable, convertible or exercisable therefor, or any
securities, warrants, options or rights to purchase any of the foregoing, except
for  the  issuance of Units and underlying shares of Rich Earth Common Stock and
the  issuance  of  the  Rich  Earth  Warrants  previously disclosed in paragraph
2.3(b);
          (c)     negotiation  or  agreement  by Rich Earth or Merger Sub or any
officer  or employees thereof to do any of the things described in the preceding
clauses  (a)  or  (b)  (other  than  negotiations  with  GLOBALNET  and  its
representatives  regarding  the  transactions contemplated by this Agreement and
the  disclosed  private  placement  offering).

     2.10     Restrictions  on  Business  Activities.  There  is  no  agreement
              --------------------------------------
                                       38
<PAGE>
(noncompete  or otherwise), commitment, judgment, injunction, order or decree to
which  Rich  Earth or Merger Sub is a party or otherwise binding upon Rich Earth
which  has  or  may  have  the  effect  of prohibiting or impairing any business
practice of Rich Earth, Merger Sub or the Surviving Corporation, any acquisition
of  property (tangible or intangible) by Rich Earth, Merger Sub or the Surviving
Corporation  or  the  conduct  of  business  by  Rich  Earth,  Merger Sub or the
Surviving  Corporation.


     2.11     Agreements,  Contracts and Commitments.  Rich Earth and Merger Sub
              --------------------------------------
are  not  a  party  to  nor  are  they  bound  by  any contracts, obligations or
agreements  of  any kind except for this Agreement. (collectively a "Contract").

     2.12     Litigation.  There  is no action, suit or proceeding of any nature
              ----------
pending, or, to Rich Earth's knowledge, threatened, against Rich Earth or Merger
Sub, their properties or any of its officers or directors, nor, to the knowledge
of  Rich  Earth,  is  there  any  reasonable  basis  therefor.  There  is  no
investigation  pending  or,  to  Rich Earth's knowledge threatened, against Rich
Earth  or Merger Sub, their properties or any of its officers or directors (nor,
to  the best knowledge of Rich Earth, is there any reasonable basis therefor) by
or  before  any  Governmental  Entity.  No  Governmental  Entity has at any time
challenged  or questioned the legal right of Rich Earth or Merger Sub to conduct
its  operations  as  presently  or  previously  conducted.

     2.13     Minute  Books.  The minutes of Rich Earth delivered to counsel for
              -------------
GLOBALNET  are  the only minutes of Rich Earth and contain a reasonably accurate
summary  of  all  meetings  of the Board of Directors (or committees thereof) of
Rich  Earth and its shareholders or actions by written consent since the time of
incorporation  of  Rich  Earth.

     2.14     Broker's  and Finder's Fees:  Third Party Expenses. Rich Earth and
              --------------------------------------------------
Merger  Sub  have not incurred, nor will they incur, directly or indirectly, any
liability  for  brokerage or finders' fees or agents' commissions or any similar
charges in connection with the Agreement or any transaction contemplated hereby.

     2.15     Compliance  with  Laws.  Rich  Earth  and Merger Sub have complied
              ----------------------
with,  are  not  in violation of, and have not received any notices of violation
with  respect  to,  any  foreign,  federal,  state  or  local  statute,  law  or
regulation.

     2.16     Complete  Copies  of  Materials.  Rich Earth has delivered or made
              -------------------------------
available  true and complete copies of each document (or summaries of same) that
has  been  requested  by  GLOBALNET  or  its  counsel.

     2.17     Representations  Complete.  None  of  the  representations  or
              -------------------------
warranties  made  by  Rich  Earth  or  Merger Sub (as modified by the Rich Earth
Disclosure  Schedule),  nor  any  statement  made in any Schedule or certificate
furnished  by  Rich  Earth  pursuant  to  this  Agreement  or  finished in or in
connection  with documents mailed or delivered to the shareholders of Rich Earth
for use in soliciting their consent to this Agreement and the Merger contains or
will  contain at the Effective Time, any untrue statement of a material fact, or
omits or will omit at the Effective Time to state any material fact necessary in
order  to  make  the statements contained herein or therein, in the light of the
circumstances  under  which  made,  not  misleading.

     3.0     REPRESENTATIONS  AND  WARRANTIES  OF  GLOBALNET.

GLOBALNET and its subsidiaries represents and warrants to Rich Earth, subject to
such  exceptions  as  are  specifically  disclosed  in  the GLOBALNET Disclosure
Schedule (referencing the appropriate Section and paragraph numbers) supplied by
GLOBALNET  to  Rich  Earth (the "GLOBALNET Disclosure Schedule") and dated as of
the  date  hereof,  as  follows  (for purposes of this Section 3.0 references to
GLOBALNET  shall  include  its  subsidiaries  when  appropriate  under  the
circumstances):

     3.1     Organization  of  GLOBALNET.  GLOBALNET  is  a  corporation  duly
             ---------------------------
organized,  validly existing and in good standing under the laws of the State of
Delaware.  GlobalNet's  subsidiaries  are limited liability companies organized,
validly  existing  and in good standing under the laws of the State of Illinois.
GLOBALNET  has  the  corporate  power  to own its properties and to carry on its
business  as  now being conducted and is duly qualified to do business and is in
good standing in each jurisdiction in which the failure to be so qualified would
have  a  material  adverse  effect on the ability of GLOBALNET to consummate the
transactions  contemplated  hereby.  GLOBALNET  has delivered a true and correct
copy  of  its  Articles  of  Incorporation  and  Bylaws  and  the Certificate of
Incorporation  and  Bylaws,  each  as  amended  to  date,  to  Rich  Earth.


     3.2     Authority.  GLOBALNET  has  all  requisite  corporate  power  and
             ---------
                                       39
<PAGE>
authority  to  enter  into  this  Agreement  and  the  Related Agreements and to
consummate  the transactions contemplated hereby and thereby.  The execution and
delivery  of  this  Agreement and the Related Agreements and the consummation of
the  transactions  contemplated  hereby and thereby have been duly authorized by
all  necessary  corporate action on the part of GLOBALNET except that the Merger
must be approved by the stockholders of GLOBALNET.  This Agreement has been duly
executed and delivered by GLOBALNET and constitutes, and the Related Agreements,
when  duly  executed  and  delivered by GLOBALNET, will constitute the valid and
binding  obligations  of  GLOBALNET, enforceable in accordance with their terms,
except  as such enforceability may be limited by principles of public policy and
subject  to  the  laws of general application relating to bankruptcy, insolvency
and  the  relief  of  debtors  and  rules of law governing specific performance,
injunctive  relief  or  other  equitable  remedies.

     3.3     Capital  Structure  of  GLOBALNET.
             ---------------------------------
          (a)     The  authorized stock of GLOBALNET consists of 2,000 shares of
Common  Stock,  $  0.001  par  value,  of  which  2,000  shares  are  issued and
outstanding.  All  outstanding  shares  of  GLOBALNET  Common  Stock  are  duly
authorized,  validly  issued,  fully  paid and non-assessable and not subject to
preemptive rights created by statute, the Articles of Incorporation or Bylaws of
GLOBALNET or any agreement to which GLOBALNET is a party or by which it is bound
and  have  been  issued  in  compliance  with federal and state securities laws.
GLOBALNET  has  no  other  capital  stock  authorized,  issued  or  outstanding.
          (b)     There  are no options, warrants, calls, rights, commitments or
agreements  of  any character, written or oral, to which GLOBALNET or any of its
stockholders  is  a  party  or  by which GLOBALNET or any of its stockholders is
bound  obligating  GLOBALNET or any of its stockholders to issue, deliver, sell,
repurchase  or  redeem,  or  cause to be issued, delivered, sold, repurchased or
redeemed,  any  shares  of  the  capital  stock  of  GLOBALNET.  There  are  no
outstanding  or  authorized  stock  appreciation,  phantom  stock,  profit
participation,  or other similar rights with respect to GLOBALNET.  There are no
voting  trusts,  proxies,  or other agreements or understandings with respect to
the  voting  stock  of  GLOBALNET.

     3.4     Subsidiaries.  Except  for  its  wholly  owned  subsidiary  DTA
             ------------
Communications  Network,  LLC,  an Illinois limited liability company, which, at
closing,  is  expected to own all of the membership interests of GlobalNet, LLC,
an  Illinois  limited  liability company, GLOBALNET does not have, and has never
had,  any  subsidiaries  or affiliated companies and does not otherwise own, and
has  not  otherwise  owned,  any shares in the capital of or any interest in, or
control,  directly  or  indirectly,  any  other  corporation,  partnership,
association,  joint  venture  or  other  business  entity.

     3.5     Conflict.  The  execution  and  delivery  of this Agreement and any
             --------
Related  Agreements  to  which  it  is  a  party  by  GLOBALNET do not, and, the
consummation  of  the  transactions  contemplated  hereby  and thereby will not,
conflict  with, or result in any violation of, or default under (with or without
notice  or  lapse  of  time,  or  both), or give rise to a right of termination,
cancellation,  modification  or  acceleration  of  any obligation or loss of any
benefit  under  (any such event, a "Conflict") (i) any provision of the Articles
of  Incorporation  and Bylaws of GLOBALNET, (ii) any mortgage, indenture, lease,
contract  or  other  agreement  or  instrument, permit, concession, franchise or
license  to  which GLOBALNET or  any of its properties or assets are subject, or
(iii)  any  judgment, order, decree, statute, law, ordinance, rule or regulation
applicable  to  GLOBALNET  or  its  properties  or  assets.

     3.6     Consents.  No consent, waiver, approval, order or authorization of,
             --------
or registration, declaration or filing with, any court, administrative agency or
commission  or other federal, state, county, local or other foreign governmental
authority,  instrumentality, agency or commission ("Governmental Entity") or any
third  party,  including  a  party to any agreement with GLOBALNET (so as not to
trigger any Conflict), is required by or with respect to GLOBALNET in connection
with  the execution and delivery of this Agreement and any Related Agreements to
which  GLOBALNET is a party or the consummation of the transactions contemplated
hereby  and  thereby,  except for (i) such consents, waivers, approvals, orders,
authorizations, registrations, declarations and filings as may be required under
applicable  securities  laws thereby, and (ii) the filing of the Merger Articles
with  the  Secretary  of  State  of  the  Delaware.

     3.7     GLOBALNET Financial Statements.  GLOBALNET has furnished Rich Earth
             ------------------------------
with  a  true  and  complete  copy of its unaudited December 31, 1999 financials
statements  (the  "GLOBALNET  Financials").  The  GLOBALNET  Financials  present
fairly  the  financial  condition of GLOBALNET as of the date indicated therein,
subject,  to  year-end  adjustments.

     3.8     No  Undisclosed  Liabilities.  Except as disclosed in the GLOBALNET
             ----------------------------
                                       40
<PAGE>
Financials,  GLOBALNET  does  not  have any liability, indebtedness, obligation,
expense,  claim,  deficiency,  guaranty  or  endorsement  of  any  type, whether
accrued,  absolute,  contingent,  matured,  un-matured  or other (whether or not
required  to  be  reflected  in  financial  statements in accordance with GAAP).

     3.9     Restrictions  on Business Activities.  Other than license and other
             ------------------------------------
restrictions  included  in  agreements  entered  into  in the ordinary course of
business,  there  is  no  agreement  (non-compete  or  otherwise),  commitment,
judgment, injunction, order or decree to which GLOBALNET is a party or otherwise
binding  upon  GLOBALNET  which  has  or  may  have the effect of prohibiting or
impairing  any  business practice of GLOBALNET or the Surviving Corporation, any
acquisition  of  property (tangible or intangible) by GLOBALNET or the Surviving
Corporation  or  the  conduct  of  business  by  GLOBALNET  or  the  Surviving
Corporation.

     3.10     Agreements, Contracts and Commitments.  GLOBALNET is in compliance
              -------------------------------------
with  and has not breached, violated or defaulted under, or received notice that
it  has breached, violated or defaulted under, any of the terms or conditions of
any  agreement,  contract, covenant, instrument, lease, license or commitment to
which  GLOBALNET is a party or by which it is bound (collectively a "Contract"),
nor  is  GLOBALNET  aware  of  any  event  that  would constitute such a breach,
violation or default with the lapse of time, giving of notice or both. GLOBALNET
has  obtained, or will obtain prior to the Closing Date, all necessary consents,
waivers  and  approvals  as  are  required  in  connection  with  the  Merger.

     3.11     Litigation.  There  is no action, suit or proceeding of any nature
              ----------
pending,  or,  to  GLOBALNET's  knowledge,  threatened,  against  GLOBALNET, its
properties  or  any  of  its  officers  or  directors,  nor, to the knowledge of
GLOBALNET,  is  there  any reasonable basis therefor.  There is no investigation
pending  or,  to  GLOBALNET's  knowledge  threatened,  against  GLOBALNET,  its
properties  or  any  of its officers or directors (nor, to the best knowledge of
GLOBALNET, is there any reasonable basis therefor) by or before any Governmental
Entity.  No  Governmental  Entity  has  at any time challenged or questioned the
legal  right  of  GLOBALNET to conduct its operations as presently or previously
conducted.

     3.12     Minute  Books.  The minutes of GLOBALNET made available to counsel
              -------------
for  Rich  Earth  are  the  only  minutes  of GLOBALNET and contain a reasonably
accurate  summary  of  all  meetings  of  the  Board of Directors (or committees
thereof)  of  GLOBALNET and its shareholders or actions by written consent since
the  time  of  incorporation  of  GLOBALNET.

     3.13     Broker's  and  Finder's Fees:  Third Party Expenses. Except for an
              ---------------------------------------------------
agreement  dated  October 6, 1999 between GLOBALNET and Patrick Kealy, GLOBALNET
has  not  incurred, nor will it incur, directly or indirectly, any liability for
brokerage  or  finder's  fees  or  agents' commissions or any similar charges in
connection  with  the  Agreement  or  any  transaction  contemplated  hereby.

     3.14     Compliance with Laws.  GLOBALNET has complied with in all material
              --------------------
respects,  is not in violation of, and has not received any notices of violation
with  respect  to,  any  foreign,  federal,  state  or  local  statute,  law  or
regulation.

     3.15     Complete  Copies  of  Materials.  GLOBALNET  has delivered or made
              -------------------------------
available  true and complete copies of each document (or summaries of same) that
has  been  requested  by  Rich  Earth  or  its  counsel.

     3.16     Representations  Complete.  None  of  the  representations  or
              -------------------------
warranties made by GLOBALNET (as modified by the GLOBALNET Disclosure Schedule),
nor  any  statement  made  in any Schedule or certificate furnished by GLOBALNET
pursuant to this Agreement or finished in or in connection with documents mailed
or  delivered  to  the  shareholders  of  GLOBALNET  for use in soliciting their
consent  to  this  Agreement  and  the  Merger  contains  or will contain at the
Effective  Time,  any untrue statement of a material fact, or omits or will omit
at  the Effective Time to state any material fact necessary in order to make the
statements  contained herein or therein, in the light of the circumstances under
which  made,  not  misleading.

     4.0     CONDUCT  PRIOR  TO  THE  EFFECTIVE  TIME.

     4.1     Conduct  of Business of GLOBALNET.  During the period from the date
             ---------------------------------
of  this  Agreement  and continuing until the earlier of the termination of this
Agreement  or  the  Effective  Time,  GLOBALNET  agrees  that  it  shall  not:
          (a)      issue,  grant,  deliver  or  sell or authorize or propose the
issuance,  grant,  delivery  or sale of, or purchase or propose the purchase of,
any  shares  of  its  capital  stock  or  securities  convertible  into,  or
subscriptions,  rights,  warrants  or options to acquire, or other agreements or
commitments  of  any  character  obligating it to issue any such shares or other
convertible  securities  except  if  in  connection  therewith,  it negotiates a
proportionate  adjustment  in  the  Exchange  Ratio.
                                       41
<PAGE>

          (b)     cause  or  permit  any  amendments  to  its  Articles  of
Incorporation  or  Bylaws;  or
          (c)     Take,  or  agree  in  writing or otherwise to take, any of the
actions  described in Sections 4.1 above, or any other action that would prevent
GLOBALNET  from  performing  or  cause  GLOBALNET  not  to perform its covenants
hereunder.

     4.2     Conduct  of  Business  of  Rich  Earth  and Merger Sub.  During the
             ------------------------------------------------------
period  from  the date of this Agreement and continuing until the earlier of the
termination  of  this Agreement or the Effective Time, Rich Earth and Merger Sub
each  agrees  that  it  shall  not:

          (a)     issue,  grant,  deliver  or  sell  or authorize or propose the
issuance,  grant,  delivery  or sale of, or purchase or propose the purchase of,
any  shares  of its capital stock (other than shares issued upon exercise of the
Rich  Earth  Warrants) or securities convertible into, or subscriptions, rights,
warrants  or  options  to  acquire,  or  other  agreements or commitments of any
character obligating it to issue any such shares or other convertible securities
except  if  in connection therewith, it negotiates a proportionate adjustment in
the  Exchange  Ratio;
          (b)    enter into any contract, arrangement or obligation of any kind;
          (c)    cause   or   permit   any   amendments  to  their  Articles  of
Incorporation  or  Bylaws;  or
          (d)     Take,  or  agree  in  writing or otherwise to take, any of the
actions  described in Sections 4.2 above, or any other action that would prevent
Rich  Earth  or Merger Sub from performing or cause Rich Earth or Merger Sub not
to  perform  its  covenants  hereunder.

     5.0     ADDITIONAL  AGREEMENTS.

     5.1     Sale  of Shares.  The parties hereto acknowledge and agree that the
             ---------------
shares  of  Rich  Earth  Common  Stock issuable to the stockholders of GLOBALNET
pursuant  to  Section  1.6  (the  "Merger  Shares") shall constitute "restricted
securities"  within the meaning of the Securities Act.  The certificates for the
Merger  Shares  shall bear appropriate legends to identify such privately placed
shares  as  being restricted under the Securities Act, to comply with applicable
state securities laws and, if applicable, to notice the restrictions on transfer
of  such  shares.   It  is  understood  and agreed by the parties that after the
Effective  Time, Rich Earth intends to file a registration statement on Form S-1
with the Securities and Exchange Commission for registration of all or a portion
of  the  Merger  Shares.

     5.2     Stockholder  Approval.  GLOBALNET  and  Rich  Earth  shall promptly
             ---------------------
submit  this  Agreement  and  the  transactions  contemplated  hereby  to  their
stockholders  for  approval  and  adoption as required by law.  Rich Earth shall
include  in  its proxy materials submitted to its shareholders a proposal (i) to
amend  its  charter  to  change  its  name  from  Rich Earth, Inc. to "GlobalNet
International, Inc."; and (ii) to approve an omnibus stock incentive plan for up
to  3,000,000  shares of Rich Earth Common Stock for issuance under such plan to
officers,  directors,  employees  and  consultants  of  Rich  Earth  and  its
subsidiaries  and  affiliates.

     5.3     Access  to  Information.  Each party shall afford the other and its
             -----------------------
accountants,  counsel and other representatives, reasonable access during normal
business  hours  during  the  period  prior  to  the  Effective  Time  to
(a)  all  of  such party's properties, books, contracts, commitments and records
and  (b) all other information concerning the business, properties and personnel
(subject  to  restrictions imposed by applicable law) of such party as the other
may  reasonably  request.  No  information  or  knowledge  obtained  in  any
investigation  pursuant  to this Section shall affect or be deemed to modify any
representation or warranty contained herein or the conditions to the obligations
of  the  parties  to  consummate  the  Merger.

     5.4     Confidentiality.  Each party acknowledges that in the course of the
             ---------------
performance of this Agreement, it may obtain the Confidential Information of the
other  party.  The  Receiving Party shall, at all times, both during the term of
this  Agreement  and  thereafter,  keep  in  confidence  and  trust  all  of the
Disclosing Party's Confidential Information received by it.  The Receiving Party
shall not use the Confidential Information of the Disclosing Party other than as
expressly  permitted  under the terms of this Agreement or by a separate written
agreement.  The  Receiving  Party  shall  take  all  reasonable steps to prevent
unauthorized  disclosure  or  use  of  the  Disclosing  Party's  Confidential
Information  and  to  prevent it from falling into the public domain or into the
possession  of  unauthorized  persons.  The  Receiving  Party shall not disclose
Confidential  Information  of the Disclosing Party to any person or entity other
than  its  officers  or  employees  (or  outside  legal, financial or accounting
advisors) who need GLOBALNET to such Confidential Information in order to effect
the  intent  of  this  Agreement  and  who  have  entered  into  confidentiality
agreements  with  such  person's  employer  or  who  are  subject  to  ethical
restrictions  on  disclosure  which protects the Confidential Information of the
Disclosing  Party.  The  Receiving  Party  shall  immediately give notice to the
Disclosing  Party  of  any  unauthorized use or disclosure of Disclosing Party's

                                       42
<PAGE>

Confidential  Information.  The  Receiving Party agrees to assist the Disclosing
Party  to  remedy  such  unauthorized  use  or  disclosure  of  its Confidential
Information.  These  obligations shall not apply to the extent that Confidential
Information  includes  information  which:
          (a)     is  already  known  to  the  Receiving  Party  at  the time of
disclosure,  which  knowledge  the  Receiving  Party  shall  have  the burden of
proving;
          (b)     is, or through no act or failure to act of the Receiving Party
becomes,  publicly  known;
          (c)     is  received by the Receiving Party from a third party without
restriction on disclosure (although this exception shall not apply if such third
party  is  itself  violating  a  confidentiality  obligation  by  making  such
disclosure);
          (d)     is  independently  developed  by  the  Receiving Party without
reference  to  the  Confidential  Information  of  the  Disclosing  Party, which
independent  development  the  Receiving  Party will have the burden of proving;
(e)     is  approved  for  release  by  written  authorization of the Disclosing
Party;  or

          (f)     is  required  to  be disclosed by a Government Body to further
the  objectives  of  this Agreement or by a proper order of a court of competent
jurisdiction;  provided,  however  that  the  Receiving  Party will use its best
efforts  to  minimize  such  disclosure  and  will  consult  with and assist the
Disclosing  Party  in  obtaining  a  protective  order prior to such disclosure.

     5.5     Expenses.  Whether  or  not the Merger is consummated, all fees and
             --------
expenses  incurred  in connection with the Merger including, without limitation,
all  legal,  accounting,  financial  advisory, consulting and all other fees and
expenses  of  third  parties  ("Third  Party  Expenses")  incurred by a party in
connection  with the negotiation and effectuation of the terms and conditions of
this Agreement and the transactions contemplated hereby, shall be the obligation
of  the  respective  party  incurring  such  fees  and  expenses.

     5.6     Public  Disclosure.  Unless otherwise required by law, prior to the
             ------------------
Effective  Time, no disclosure (whether or not in response to an inquiry) of the
subject  matter  of  this  Agreement  shall  be  made by any party hereto unless
approved  by  Rich  Earth  and  GLOBALNET  prior  to release, provided that such
approval  shall  not  be  unreasonably  withheld.

     5.7     Consents.  Each  party  shall  use  its  best efforts to obtain the
             --------
consents, waivers and approvals as may be required in connection with the Merger
so  as  to  preserve  all  rights  of, and benefits to, such party following the
Merger.

     5.8     Reasonable Effort.  Subject to the terms and conditions provided in
             -----------------
this  Agreement,  each  of  the parties hereto shall use commercially reasonable
efforts to take promptly, or cause to be taken, all actions, and to do promptly,
or  cause to be done, all things necessary, proper or advisable under applicable
laws  and  regulations  to  complete  and  make  effective  the  transactions
contemplated hereby, to obtain all necessary waivers, consents and approvals and
to  effect all necessary registrations and filings and to remove any injunctions
or  other  impediments or delays, legal or otherwise, in order to consummate and
make  effective  the transactions contemplated by this Agreement for the purpose
of  securing  to the parties hereto the benefits contemplated by this Agreement.

     5.9     Notification  of  Certain  Matters.  Each  party  shall give prompt
             ----------------------------------
notice  to  the  other of (i) the occurrence or non-occurrence of any event, the
occurrence  or  non-occurrence of which is likely to cause any representation or
warranty of such party contained in this Agreement to be untrue or inaccurate at
or prior to the Effective Time and (ii) any failure of such party to comply with
or satisfy any covenant, condition or agreement to be complied with or satisfied
by  it hereunder; provided, however, that the delivery of any notice pursuant to
this  Section  shall not limit or otherwise affect any remedies available to the
party  receiving  such  notice.

     5.10     Additional  Documents  and Further Assurances.  Each party hereto,
              ---------------------------------------------
at  the  request  of  another party hereto, shall execute and deliver such other
instruments and do and perform such other acts and things as may be necessary or
desirable  for  effecting  completely the consummation of this Agreement and the
transactions  contemplated  hereby.

     5.11     Private  Placement.  Rich  Earth will complete a private placement
              ------------------
raising  a minimum of $6,000,000.  The private placement will be a unit offering
conducted  in  connection  with  this  Merger.  Each  "Unit" will consist of one
common  share  and one share purchase warrant.  Each warrant will be exercisable
for a period of six months for one additional share in the capital of Rich Earth
for $15.00 per share from the date of acquisition by the purchaser of the Units.
Rich  Earth may conduct an additional offering under the same terms prior to the
Closing  Date  with the consent of GLOBALNET prior to the Closing of this Merger
in  accordance  with  Section  4.2.  All  such  funds to be made available minus
expenses  to  Rich  Earth.
                                       43
<PAGE>

     5.12     Bridge  Loan.  Rich  Earth  will  arrange  or directly provide DTA
              ------------
Communications  Network, LLC with a bridge loan in the amount of $2,427,198 (the
"Loan").  The  Loan is to be evidenced by a promissory note with a maturity date
of (1)May 31, 2000, or (2) September 21, 2000 in the event the Closing shall not
occur.  The  parties  agree  the  loan may be repaid or assumed by Rich Earth on
closing  the  private  placement  contemplated  in  sub-section  5.11  above.

     5.13     Stock Purchase Agreement.  Imperium Capital (USA), Inc. will enter
              ------------------------
into a binding agreement with Robert Donahue to purchase Rich Earth Common Stock
for  an  aggregate  amount  of $1,500,000.  Imperium Capital (USA), Inc. will be
obligated  to  acquire  these  shares  from Robert Donahue within 30 days of the
Closing  Date  of  the  Effective  Date.

     5.14     Employment  Agreements.  Rich  Earth  shall  enter into employment
              ----------------------
agreements  with Robert Donahue and Colum Donahue (collectively, the "Donahues")
in  form  and  substance  acceptable  to  each  of  the  Donahues.

     5.15     Officers  and  Directors.  Rich  Earth  shall  cause each of their
              ------------------------
officers  and  directors to submit and such persons shall have submitted written
resignations  effective  as  of  the  Closing  and  the nominees selected as per
Section  1.5  shall have been appointed officers and directors of Rich Earth and
the  Surviving  Corporation,  as  applicable,  effective  as  of  the  Closing.

     5.16     Donahue  Designee's.  Robert  Donahue  and  the  shareholders  of
              -------------------
GlobalNet, pro rata based upon their percentage ownership interest in GlobalNet,
shall  designate  Patrick  Kealy  and  Carmine  Adimando to each receive 300,000
shares of Rich Earth Common Stock and such other persons within Robert Donahue's
sole  discretion  to receive not more than 2,000,000 shares of Rich Earth Common
Stock  in  the  aggregate.

     6.0     CONDITIONS  TO  THE  MERGER.

     6.1     Conditions  to Obligations of Each Party to Effect the Merger.  The
             -------------------------------------------------------------
respective  obligations  of  each  party  to this Agreement to effect the Merger
shall  be  subject  to the satisfaction at or prior to the Effective Time of the
following  conditions:
          (a)     No  Injunctions  or  Restraints;  Illegality.  No  temporary
                  --------------------------------------------
restraining  order, preliminary or permanent injunction or other order issued by
any  court  of  competent  jurisdiction  or other legal restraint or prohibition
preventing  the  consummation  of  the  Merger shall be in effect, nor shall any
proceeding  brought  by  an  administrative  agency  or  commission  or  other
governmental  authority  or instrumentality, domestic or foreign, seeking any of
the  foregoing  be pending; nor shall there be any action taken, or any statute,
rule, regulation or order enacted, entered, enforced or deemed applicable to the
Merger,  which  makes  the  consummation  of  the  Merger  illegal.
          (b)     Governmental  Approval.  Approvals  from Governmental Entities
                  ----------------------
(if  any)  deemed  appropriate or necessary by any party to this Agreement shall
have  been  timely  obtained.
          (c)     Litigation.  There  shall  be no bona fide action, suit, claim
                  ----------
or  proceeding  of  any  nature pending, or overtly threatened, against the Rich
Earth  or  GLOBALNET,  their  respective  properties or any of their officers or
directors, arising out of, or in any way connected with, the Merger or the other
transactions  contemplated  by  the  terms  of  this  Agreement.
          (d)     Minimum  Asset  Value.  Effective  as  of  the  Closing  and
                  ---------------------
excluding  expenses  as permitted hereunder, Rich Earth shall have not less than
$3,572,802  of  cash  and shall have no commitments, obligations or liabilities,
whether fixed, accrued or contingent, other than legal fees and disbursements or
as  otherwise  disclosed  or  set  forth  in  this  Agreement  or the Rich Earth
Disclosure  Schedule.  Rich  Earth  shall  have  loaned  to  DTA  Communications
Network,  LLC  or  to  its  subsidiaries  $2,127,198  in cash for payment by DTA
Communications  Network,  LLC  in  accordance  with the Transfer Agreement dated
March  6,  2000 between I:Comm Networks, LLC and DTA Communications Network, LLC
and  an  additional  $300,000  to  DTA  Communications  Network, LLC for working
capital  purposes  of  DTA  Communications  Network,  LLC  and  its  affiliates.

     6.2     Additional Conditions to Obligations of GLOBALNET.  The obligations
             -------------------------------------------------
of  GLOBALNET  to  consummate  and  effect  this  Agreement and the transactions
contemplated  hereby  shall  be  subject  to the satisfaction at or prior to the
Effective  Time of each of the following conditions, any of which may be waived,
in  writing,  exclusively  by  GLOBALNET:
          (a)     Representations,  Warranties  and  Covenants.  The
                  --------------------------------------------
representations and warranties of Rich Earth in this Agreement shall be true and
correct  in all material respects on and as of the Effective Time as though such
representations  and  warranties were made on and as of such time and Rich Earth
shall  have  performed  and complied in all material respects with all covenants
and  obligations of this Agreement required to be performed and complied with by
it  as  of  the  Effective  Time.
                                       44
<PAGE>

          (b)     Claims.  There  shall not have occurred any claims (whether or
                  ------
not  asserted  in  litigation)  which  may  materially  and adversely affect the
consummation  of  the  transactions  contemplated  hereby or may have a material
adverse  effect  on  Rich  Earth.
          (c)     Certificate  of President.  GLOBALNET shall have been provided
                  -------------------------
with  a  certificate  executed  on  behalf of Rich Earth by its President to the
effect  that,  as  of  the  Effective  Time:
               (i)     all representations and warranties made by the Rich Earth
in  this  Agreement  are  true  and  correct  in  all  material  respects;
               (ii)     all  covenants  and  obligations of this Agreement to be
performed by the Rich Earth on or before such date have been so performed in all
material  respects.
               (iii)     the  conditions  set  forth in Section 6.1 and 6.2 have
been  satisfied.
     6.3     Additional  Conditions  to  the  Obligations  of  Rich  Earth.  The
             -------------------------------------------------------------
obligations  of  Rich  Earth  to  consummate  and  effect this Agreement and the
transactions  contemplated  hereby  shall  be  subject to the satisfaction at or
prior  to  the  Effective Time of each of the following conditions, any of which
may  be  waived,  in  writing,  exclusively  by  Rich  Earth:

          (a)     Representations,  Warranties  and  Covenants.  The
                  --------------------------------------------
representations  and warranties of GLOBALNET in this Agreement shall be true and
correct  in all material respects on and as of the Effective Time as though such
representations  and  warranties  were  made on and as of the Effective Time and
GLOBALNET  shall  have  performed and complied in all material respects with all
covenants  and  obligations  of  this  Agreement  required  to  be performed and
complied  with  by  it  as  of  the  Effective  Time.
          (b)     Claims.  There  shall not have occurred any claims (whether or
                  ------
not  asserted  in  litigation)  which  may  materially  and adversely affect the
consummation  of  the  transactions  contemplated  hereby or may have a material
adverse  effect  on  GLOBALNET.
          (c)     Third  Party  Consents.  Any  and  all  consents, waivers, and
                  ----------------------
approvals  required  by  GLOBALNET  shall  have  been  obtained.
          (d)     Certificate of GLOBALNET.  Rich Earth shall have been provided
                  ------------------------
with  a  certificate  executed  on  behalf  of GLOBALNET by its President to the
effect  that,  as  of  the  Effective  Time:
               (i)     all  representations  and warranties made by GLOBALNET in
this  Agreement  are  true  and  correct  in  all  material  respects;  and
               (ii)     all  covenants  and  obligations of this Agreement to be
performed  by  GLOBALNET  on  or  before such date have been so performed in all
material  respects.
               (iii)     the  provisions  set  forth  in  Section  6.3 have been
satisfied.

     7.0     SURVIVAL  OF  REPRESENTATIONS  AND  WARRANTIES.

     7.1     Survival  of  Representations  and Warranties. All representations,
             ---------------------------------------------
warranties,  agreements, covenants contained in this Agreement shall survive for
a  period of three years from the anniversary date of the Effective Date; except
for  the representations and warranties relating or pertaining to any tax or tax
returns  by  the  parties  which  shall  survive  until  the  expiration  of all
applicable statutes of limitations, or extensions thereof, governing each tax or
tax  returns.

     8.0     TERMINATION,  AMENDMENT  AND  WAIVER.

     8.1     Termination.  Except as provided in Section 8.2, this Agreement may
             -----------
be  terminated and the Merger abandoned at any time prior to the Effective Time:
          (a)     by  mutual  consent  of  GLOBALNET  and  Rich  Earth;
          (b)     by  Rich  Earth or GLOBALNET if (a) the Effective Time has not
occurred  by  July  1, 2000; (b) there shall be a final nonappealable order of a
federal  or  state court in effect preventing consummation of the Merger; or (c)
there  shall  be  any statute, rule, regulation or order enacted, promulgated or
issued  or deemed applicable to the Merger by any Governmental Entity that would
make  consummation  of  the  Merger  illegal;
          (c)     by  either  party  if  there shall be any action taken, or any
statute,  rule,  regulation  or  order  enacted, promulgated or issued or deemed
applicable  to  the  Merger  by  any  Governmental Entity, which would  prohibit
GLOBALNET's ownership or operation of any portion of the business of Rich Earth;
          (d)     by  GLOBALNET  if  it  is  not  in  material  breach  of  its
obligations  under  this  Agreement  and there has been a material breach of any
representation,  warranty,  covenant or agreement contained in this Agreement on
the  part  of  Rich  Earth  and  such  breach has not been cured within ten (10)
calendar  days  after  written notice to Rich Earth; provided, however, that, no
                                                     --------  -------
cure  period shall be required for a breach which by its nature cannot be cured;
                                       45
<PAGE>

          (e)     by  Rich  Earth  if  it  is  not  in  material  breach  of its
obligations  under  this  Agreement  and there has been a material breach of any
representation,  warranty,  covenant or agreement contained in this Agreement on
the  part  of  GLOBALNET  and  such  breach  has  not been cured within ten (10)
calendar days after written notice to GLOBALNET; provided, however, that no cure
                                                 --------  -------
period  shall  be  required  for  a  breach which by its nature cannot be cured.

Where  action is taken to terminate this Agreement pursuant to this Section 8.1,
it  shall  be  sufficient  for  such  action  to  be  authorized by the Board of
Directors  (as  applicable)  of  the  party  taking  such  action.

     8.2     Effect  of  Termination.  In  the  event  of  termination  of  this
             -----------------------
Agreement as provided in Section 8.1, this Agreement shall forthwith become void
and  there  shall  be  no  liability  or obligation on the part of Rich Earth or
GLOBALNET,  or  their  respective  officers, directors or shareholders, provided
that  each party shall remain liable for any breaches of this Agreement prior to
its  termination; provided further that, the provisions of Sections 5.4, 5.5 and
5.6,  Section  9  and this Section 8.2 shall remain in full force and effect and
survive  any  termination  of  this  Agreement.

     8.3     Amendment.  This  Agreement may be amended by the parties hereto at
             ---------
any  time  by  execution of an instrument in writing signed on behalf of each of
the  parties  hereto.


     8.4     Extension;  Waiver.  At  any time prior to the Effective Time, Rich
             ------------------
Earth and GLOBALNET, may, to the extent legally allowed, (i) extend the time for
the  performance of any of the obligations of the other party hereto, (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 hereto to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed  on  behalf  of  such  party.

     9.0     GENERAL  PROVISIONS.

     9.1     Notices.  All  notices  and other communications hereunder shall be
             -------
in  writing  and  shall be deemed given if delivered personally or by commercial
messenger  or courier service, or mailed by registered or certified mail (return
receipt  requested)  or  sent  via  facsimile  (with  acknowledgment of complete
transmission)  to  the  parties  at  the  following  addresses (or at such other
address  for  a  party as shall be specified by like notice), provided, however,
                                                              --------
that  notices  sent  by  mail  will  not  be  deemed  given  until  received:

(a)     if  to  Rich  Earth,  to:

     Venture  Law  Corporation
     688  West  Hastings  Street,  Suite  618
     Vancouver,  BC,  V6B  1P1
     Attention:  Alixe  B.  Cormick
     Telephone  No.:  (604)  659-9188
     Facsimile  No.:  (604)  659-9178

(b)     if  to  GLOBALNET,  to:

     GLOBALNET,  Inc.
     721  E.  Madison
     Villa  Park,  Illinois  60181
     Attention:  Robert  Donahue,  President
     Telephone  No.:  (630)  279-1735
     Facsimile  No.:  (630)  279-9720

and  copies  to:

     Cummings  &  Lockwood
     Four  Stamford  Plaza
     P.O.  Box  120
     Stamford,  Connecticut  06904-0120
     Attn:  David  E.  Fleming,  Esq.
     Telephone  No.:  (203)  327-1700
     Facsimile  No.:  (203)  351-4535
                                       46
<PAGE>

and  to:

     Greenhill  Partners,  P.C.
     555  Fifth  Avenue
     18th  Floor
     New  York,  NY  10017
     Attn:  Jonathan  S.  Greenhill,  Esq.
     Telephone  No.:  (212)  661-5500
     Facsimile  No.:  (212)  661-5509

     9.2     Interpretation.  The  words  include,  includes  and including when
             --------------
used  herein  shall  be  deemed in each case to be followed by the words without
limitation.  The headings contained in this Agreement are for reference purposes
only  and  shall  not  affect  in  any way the meaning or interpretation of this
Agreement.



     9.3     Counterparts.  This  Agreement  may  be  executed  in  one  or more
             ------------
counterparts,  all  of  which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the  parties  and  delivered  to  the  other party, it being understood that all
parties  need  not  sign  the  same  counterpart.

     9.4     Entire  Agreement; Assignment.  This Agreement, the Exhibits hereto
             -----------------------------
and  the documents and instruments and other agreements among the parties hereto
referenced  herein:  (a)  constitute the entire agreement among the parties with
respect  to  the  subject  matter  hereof and supersede all prior agreements and
understandings  both  written  and  oral  among  the parties with respect to the
subject  matter hereof, (b) are not intended to confer upon any other person any
rights  or remedies hereunder; and (c) shall not be assigned by operation of law
or  otherwise.

     9.5     Severability.  In the event that any provision of this Agreement or
             ------------
the  application  thereof,  becomes  or  is  declared  by  a  court of competent
jurisdiction  to  be  illegal,  void  or  unenforceable,  the  remainder of this
Agreement  will  continue  in  full force and effect and the application of such
provision to other persons or circumstances will be interpreted so as reasonably
to  effect  the  intent  of  the  parties  hereto.  The parties further agree to
replace  such void or unenforceable provision of this Agreement with a valid and
enforceable  provision  that will achieve, to the extent possible, the economic,
business  and  other  purposes  of  such  void  or  unenforceable  provision.

     9.6     Other  Remedies.  Except  as otherwise provided herein, any and all
             ---------------
remedies  herein expressly conferred upon a party will be deemed cumulative with
and not exclusive of any other remedy conferred hereby, or by law or equity upon
such  party, and the exercise by a party of any one remedy will not preclude the
exercise  of  any  other  remedy.

     9.7     Governing  Law.  This  Agreement shall be governed by and construed
             --------------
in  accordance with the laws of the State of Nevada, regardless of the laws that
might otherwise govern under applicable principles of conflicts of laws thereof.
Each  of  the  parties hereto irrevocably consents to the exclusive jurisdiction
and  venue of any court within Clark County, State of Nevada, in connection with
any  matter  based  upon  or  arising  out  of  this  Agreement  or  the matters
contemplated  herein,  agrees that process may be served upon them in any manner
authorized  by  the  laws of the State of Nevada for such persons and waives and
covenants  not  to assert or plead any objection which they might otherwise have
to  such  jurisdiction,  venue  and  such  process.

     9.8     Rules  of  Construction.  The  parties  hereto agree that they have
             -----------------------
been  represented  by  counsel  during  the  negotiation  and  execution of this
Agreement  and,  therefor, waive the application of any law, regulation, holding
or  rule  of  construction  providing  that ambiguities in an agreement or other
document  will  be  construed  against  the  party  drafting  such  agreement or
document.
                                       47
<PAGE>

IN  WITNESS  WHEREOF,  the  Parties have executed this Agreement as of March __,
2000.





GLOBALNET,  INC.                                       RICH  EARTH,  INC.




By:_____________________________                 By:___________________________
Name:  Robert  Donahue                              Name:  Xenios  Xenopoulous
Title:  Chief  Executive  Officer  and              Title:  President
GN  ACQUISITION  CORP.



By:___________________________
Name:
Title:

Agreed and accepted to as to Sections 1.7 and
 9 hereof:

VENTURE  LAW  CORPORATION



By:_____________________________
Name:
Title:

                                       48
<PAGE>