[LOGO] GlobalEuroNet Group, Inc.

               MEMORANDUM OF UNDERSTANDING - PROFIT PARTICIPATION

This Memorandum of Understanding ("MOU"), entered on the 1st day of April, 2000,
by and between GlobalEuroNet Group Inc. ("GEN") and Andrea Mandel-Mantello
("Mandel-Mantello") sets forth the agreement terms of the parties hereto.

WHEREAS: Mandel-Mantello is a Managing Director for GEN based in London, England
Responsibilities of Mandel-Mantello include territorial coverage of Italy and
Israel.

WHEREAS: GEN is an investment company seeking to place investments in private
companies engaged in information technology; communications; Internet business;
and related products, applications and industries.

This MOU details the terms of the relationship between the parties effective as
of April 1, 2000, that have been agreed in principle and make up the basis of
further negotiation, agreement and execution of a definitive agreement.

        1. GEN anticipates that it will generate a 22.5% carried interest by way
        of profit participation. As long as Mandel-Mantello retains the position
        as Managing Director for GEN, a total of 1.5 points from the 22 points
        shall be allocated to Mandel-Mantello.


        Agreed and accepted this 20th day of July, 2000.


        By: /s/ Jay J. Matulich                 By: /s/ Andrea Mandel-Mantello
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           GlobalEuroNet Group Inc.                Advicorp Ltd.