Exhibit 10.10


                            ASSET PURCHASE AGREEMENT

        THIS ASSET PURCHASE AGREEMENT (the "Agreement"),  dated as of August 13,
1999, by and between  WebATM.com,  Inc., a Delaware  corporation with a place of
business in Williston, Vermont ("Buyer"), and Gary Cronin of Colchester, Vermont
("Seller").


        This  Agreement  sets forth the terms and  conditions  upon which  Buyer
agrees to purchase  from Seller,  and Seller  agrees to sell to Buyer,  free and
clear  of all  liabilities,  obligations,  claims,  liens  and  encumbrances  of
whatever nature, the property and assets of Seller known as WEBATM.

        In consideration of the mutual agreements  contained herein, the parties
hereto agree as follows:

                      I. TRANSFER OF ASSETS AND LIABILITIES

        1.01   Assets to be Sold.

                      (a) Subject to the terms and conditions of this Agreement,
at the Closing provided for in Section 1.05 hereof (the "Closing"), Seller shall
sell, convey, assign, transfer and deliver to Buyer and Buyer shall purchase
from Seller, all of the WEBATM assets including, without limitation, the assets
described in Exhibit A annexed hereto (the "Assets").

                      (b) Such sale, conveyance, assignment, transfer and
delivery will be effected by delivery by Seller to Buyer of (i) a duly executed
bill of sale in the form of Exhibit B annexed hereto (the "Bill of Sale"), and
(ii) such other good and sufficient instruments of conveyance and transfer as
shall be necessary to vest in Buyer good and marketable title to the Assets
including, but not limited to, assignments of all leases, if any, necessary to
operate the Assets (equipment or otherwise), assignments of all licenses, if
any, and all other documents evidencing assignment of intangible Assets
(collectively, the "Related Instruments"), whether absolute, accrued, contingent
or otherwise, all as listed on Exhibit C annexed hereto, free and clear of all
liabilities, obligations, claims, liens and encumbrances.

        1.02 No Liabilities to be Assumed.  Buyer shall assume no liabilities of
Seller.

        1.03  Consideration.  Subject  to  the  terms  and  conditions  of  this
Agreement,  in reliance on Seller's  representations,  warranties and agreements
contained  herein,  and in  consideration  of the  aforesaid  sale,  conveyance,
assignment, transfer and delivery o the Assets, Buyer shall pay, in full payment
for the aforesaid  sale,  conveyance,  assignment,  transfer and delivery of the
Assets and the  Covenants,  the sum of One Hundred  Thousand and 00/100  Dollars
($100,000.00)  (the  "Purchase  Price").  The  Purchase  Price  shall be paid as
follows:

<PAGE>

               (a)    The  parties  acknowledge  that a deposit  of  Twenty-Five
                      Thousand  Dollars  ($25,000.00)  has been paid by Buyer to
                      Seller;

               (b)    Buyer  shall pay to Seller  Twenty-Five  Thousand  Dollars
                      ($25,000.00) at Closing; and

               (c)    Buyer shall pay Seller the balance on January 15, 2000.

        1.04 Closing. Subject to the terms and conditions of this Agreement, the
Closing of the  transactions  contemplated  by this  Agreement  shall take place
within  thirty (30) days of  execution  of this  Agreement,  or approval of this
Agreement by Buyer's Board of Directors,  whichever  occurs later.  This date or
such other date  mutually  agreed upon on which the Closing  actually  occurs is
hereinafter referred to as the "Closing Date."

        1.05  Delivery by Seller.  At the Closing,  Seller will deliver to Buyer
(unless delivered previously) the following:

               (a)    The duly executed Bill of Sale;

               (b) The Other  Instruments  referred to in Exhibit C, in form and
substance satisfactory to Buyer;

               (c) A Non-Compete  Agreement,  substantially in the form attached
hereto as Exhibit D.

               (d) All other previously undelivered  documents,  instruments and
writings  related to the Assets,  or required to be delivered by Seller to Buyer
at or prior to the Closing  pursuant to this Agreement or otherwise  required in
connection herewith.

        1.06  Delivery by Buyer.  At the  Closing,  Buyer will deliver to Seller
(unless  delivered  previously)  all  other  previously  undelivered  documents,
instruments and writings required to be delivered by Buyer to Seller at or prior
to the Closing  pursuant to this  Agreement or otherwise  required in connection
herewith.

        1.07 Express Agreement.  Except as and to the extent otherwise expressly
provided in this Agreement, Buyer has not agreed to pay, will not be required to
assume and will have no liability or  obligation  with respect to, any liability
or  obligation,  direct or indirect,  absolute or  contingent,  of Seller or any
other person or entity.  Seller shall (i) pay and discharge  and (ii)  indemnify
Buyer and hold it harmless from and against any such liabililty or obligation.

                                       -2-

<PAGE>

                  II. REPRESENTATIONS AND WARRANTIES OF SELLER

        2.01 No Violation. Neither the execution and delivery of this Agreement,
the Exhibits,  nor any of the Related  Instruments  nor the  consummation of the
transactions contemplated hereby or thereby will violate or be in conflict with,
or constitute a default (or an event or condition which, with notice or lapse of
time or both,  would  constitute a default)  under, or result in the termination
of, or result in the  creation or  imposition  of any security  interest,  lien,
charge  or  other   license,   lease,   contract,   commitment,   understanding,
arrangement,  agreement or  restriction of any kind or character to which Seller
is a party or by which  Seller may be bound or affected or to which the property
or assets  of Seller  may be  subject,  or  violate  any  statute  or law or any
judgment,  decree, writ, order,  injunction,  regulation or rule of any court or
governmental authority.

        2.02 Absence of Certain Changes. With respect to the Business, since May
4, 1999, Seller has not:

               (a) Sold, transferred or otherwise disposed of any portion of the
Assets;

               (b) Taken any other action not either in the  ordinary  course of
business and  consistent  with past practice or provided for in this  Agreement;
and

               (c) Agreed,  whether in writing or otherwise,  to take any of the
actions set forth in this Section 2.02.

        2.03  Title to  Properties,  Encumbrances.  Seller  has good,  valid and
marketable  title to all the  Assets  which it  purports  to own  (tangible  and
intangible), as of the date of this Agreement.

        2.04 Good Title  Conveyed,  Etc.  Seller has complete  and  unrestricted
power and the unqualified right to sell, assign, transfer and delivery to Buyer,
and upon consummation of the transactions contemplated by this Agreement,  Buyer
will acquire good, valid and marketable title to the Assets to be transferred to
Buyer  hereunder,  free and clear of all  mortgages,  pledges,  liens,  security
interests,  conditional sales  agreements,  encumbrances or charges of any kind.
The Related  Instruments  will be duly and validly  executed  and  delivered  by
Seller to Buyer at the  Closing,  and when so executed  and  delivered,  will be
valid and binding  obligations of Seller,  enforceable in accordance  with their
respective  terms, and will effectively vest in Buyer good, valid and marketable
title to all of the Business Assets.

        2.05 Disclosure.  No  representation  or warranty by Seller contained in
this Agreement, any Exhibit or any other document, list, certificate,  financial
statement or record, tax return or other writing furnished or to be furnished by
or on behalf of Seller to Buyer or any of its representatives in connection with
the  transactions  contemplated  hereby,  contains  or will  contain  any untrue
statement of a material  fact,  or omits or will omit to state any material fact
necessary,  in light of the circumstances under which it was or will be made, in
order to make the statements  herein or therein not misleading,  or necessary in
order to fully

                                       -3-

<PAGE>

and fairly provide the information required to be provided in any such document,
list, certificate, financial statement or record, tax return or other writing.

        2.06 Creditor's Rights. Neither the transactions contemplated hereby nor
the  application of the proceeds  arising  hereunder nor any action or statement
made by Buyer or Seller or any other party in connection herewith will, directly
or  indirectly,  result in any claim or liability  against Buyer nor violate any
rights of any creditor or any law dealing with bankruptcy, insolvency or any law
affecting creditors' rights including,  but not limited to, Sections 547 and 548
of the United States Bankruptcy Code and any similar state or federal law.


                     III. CONDITIONS TO OBLIGATIONS OF BUYER

        The  obligations  of Buyer  under  this  Agreement  are  subject  to the
satisfaction, at or before the Closing, of each of the following conditions:

        3.01 Representations and Warranties.  The representations and warranties
of Seller  contained  herein,  and the  statements  contained  in any  schedule,
instrument,  list,  financial  statement or record,  tax return,  certificate or
writing  delivered by Seller pursuant to this Agreement shall be true,  complete
and  accurate  as of the date  when  made and at and as of the  Closing  Date as
though such  representations  and  warranties  were made at and as of such date,
except for any changes expressly permitted by the terms of this Agreement.

        3.02 Performance. Seller shall have performed, complied with and entered
into  all  agreements,   obligations,   covenants  and  conditions  required  or
contemplated  by this  Agreement to be so  performed,  complied with and entered
into at or prior to the Closing.

        3.03  No  Proceeding  or  Litigation.  There  shall  not be  threatened,
instituted  or  pending  any  suit,  action,  investigation,  inquiry  or  other
proceeding  by or  before  any  court or  governmental  or other  regulatory  or
administrative  agency or  commission  requesting  or  looking  toward an order,
judgment or decree  which (a)  restrains or prohibits  the  consummation  of the
transactions  contemplated hereby, (b) in the reasonable judgment of Buyer might
have a material  adverse effect on Buyer's  ability to exercise  control over or
manage the Business after the Closing,  (c) in the reasonable judgment of Buyer,
might have a material adverse effect on Buyer, or (d) in the reasonable judgment
of Buyer,  might have a material adverse effect on Buyer's  prospects for use of
the Assets.

        3.04 No  Injunction.  There  shall  be no  effective  injunction,  writ,
preliminary  restraining  order or any order of any nature  issued by a court of
competent  jurisdiction  directing that the transactions  provided for herein or
any of them not be  consummated as so provided or imposing any conditions on the
consummation  of  the  transactions   contemplated   hereby  which  Buyer  deems
unacceptable in its sole discretion.

        3.05  Documents.  The Related  Instruments and all other documents to be
delivered  by  Seller  to Buyer at the  Closing  shall be in form and  substance
satisfactory to Buyer.

                                       -4-

<PAGE>

        3.06 Consents and Approvals. All licenses, permits, consents,  approvals
and  authorizations of all third parties,  and governmental  bodies and agencies
shall have been obtained which,  in the sole judgment of counsel for Buyer,  are
necessary  in  connection  with  (a) the  consummation  of the  purchase  of the
Business Assets and other transactions contemplated hereby, (b) the ownership by
Buyer of the Business  Assets and the operation  and  management by Buyer of the
Business,  and (c) the  conduct by Buyer  after the  Closing of the  Business as
conducted by Seller (and its relevant subsidiaries) on the date hereof.

        3.07  Inspection.  Buyer or Buyer's  designee  shall have  conducted all
reasonable  inspections of the Business premises and operations deemed necessary
by Buyer and all such inspections must be completed to Buyer's satisfaction,  as
determined in its sole  discretion.  Said  inspections must b conducted no later
than 8/12/99 (1) day prior to the Closing.


                     IV. CONDITIONS TO OBLIGATIONS OF SELLER

               The obligations of Seller under this Agreement are subject to the
satisfaction, at or before the Closing, of each of the following conditions:

        4.01  Performance.  Buyer shall have  performed  and  complied  with all
agreements,  obligations  and  conditions  required by this  Agreement  to be so
performed or complied with by it or prior to the time required by the applicable
provisions of this Agreement.

        4.02 No  Injunction.  There  shall  be no  effective  injunction,  writ,
preliminary  restraining  order or any order of any nature  issued by a court of
competent  jurisdiction  directing that the transactions  provided for herein or
any of them not be consummated as so provided.


                 V. SURVIVAL OF REPRESENTATIONS; INDEMNIFICATION

        5.01 Survival of Representations.  All  representations,  warranties and
agreements  made by any party to this Agreement or pursuant hereto shall survive
the  Closing  hereunder  and any  instigation  made by or on behalf of any party
hereto.

        5.02 Statements as Representations.  All statements  contained herein or
in any schedule, exhibit, certificate, list, description, financial statement or
record,  tax return or other document delivered pursuant hereto or in connection
with the transactions  contemplated  hereby shall be deemed  representations  or
warranties within the meaning of Sections 3.01 and 5.01 hereof.

        5.03 Agreements to Indemnify.  Seller hereby agrees to indemnify, defend
and hold harmless Buyer,  its agents and  representatives,  from and against all
demands,  claims,  actions,  courses  of action or  liabilities  arising  out of
operation of the business and accruing on or prior to the Closing.  Buyer hereby
agrees to indemnify, defend and hold harmless Seller, his

                                       -5-

<PAGE>

agents and  representatives,  from and against  all  demands,  claims,  actions,
causes of action or  liabilities  arising out of  operation  of the business and
accruing subsequent of the Closing.

                          VI. TERMINATION OF AGREEMENT

        Termination of Agreement. This Agreement may be terminated at any time
prior to the Closing:

               (a) By mutual written agreement of Seller and Buyer:

               (b) By Buyer, if there has been a material violation or breach by
Seller  of any of the  agreements,  covenants,  conditions,  representations  or
warranties  contained in this Agreement  which has not been waived in writing or
if there has been a  material  failure of  satisfaction  of a  condition  to the
obligations of Buyer which has not been waived in writing.

               (c)  By  Seller,   if  there  has  been  a  material  failure  of
satisfaction of a condition to the obligation of Seller  hereunder which has not
been waived in writing.


                               VII. MISCELLANEOUS

        7.01  Further  Assurances.  From time to time,  at Buyer's  request  and
without  further  consideration,  Seller will  execute and deliver to Buyer such
documents and take such other action as Buyer may reasonably request in order to
consummate more effectively the transactions  contemplated hereby and to vest in
Buyer good and marketable title to the Business Assets.

        7.02 Parties in Interest.  This Agreement will be binding upon, inure to
the benefit of, and be  enforceable  by the  respective  heirs,  successors  and
assigns of the parties hereto.

        7.03 Entire Agreement;  Amendments.  This Agreement,  the Exhibits,  the
Related  Instruments  and any other  writings  referred  to herein or  delivered
pursuant hereto which form a part hereof contain the entire understanding of the
parties with respect to its subject matter. This Agreement  supersedes all prior
agreements  and  understandings  between the parties with respect to its subject
matter. This Agreement may be amended only by a written instrument duly executed
by the parties.  Any condition to a party's obligations  hereunder may be waived
in writing by such party.

        7.04  Headings.  The  Article  and Section  headings  contained  in this
Agreement  are for  reference  purposes  only and will not affect in any way the
meaning or interpretation of this Agreement.

        7.05 Notices. All notices, claims,  certificates,  requests, demands and
other  communications  hereunder  will be in writing  and will be deemed to have
been duly  given if  delivered  or mailed  (registered  or  certified  air mail,
postage prepaid, return receipt requested) as follows:

                                       -6-

<PAGE>

If to Seller:                                    Gary Cronin
                                                 125 Bank Street
                                                 Burlington, VT 05401

With a Copy to:                                  Not Applicable
                                                 ______________________________

                                                 ______________________________

If to Buyer:                                     Michael Grennan
                                                 c/o eNote.com, Inc.
                                                 185 Allen Brook Lane
                                                 P.O. Box 1138
                                                 Williston, VT 05495

With a Copy to:                                  M. Cecilia Daly, Esq.
                                                 Doremus, Kantor & Daly
                                                 112 Lake Street, Suite 3
                                                 Burlington, VT 05401

or to such other  address  as the person to whom  notice is to be given may have
previously  furnished  to the other in writing  in the  manner set forth  above,
provided  that  notice of a change of  address  shall be deemed  given only upon
receipt.

        7.06 Law  Governing.  This  Agreement will be governed by, and construed
and enforced in accordance with, the laws of the State of Vermont without regard
to its conflicts of law rules.

        7.07 Third  Parties.  Except s  specifically  set forth or  referred  to
herein, nothing herein expressed or implied is intended or shall be construed to
confer upon or give to any person other than the parties hereto and their heirs,
successors  or  assigns,  any  rights  or  remedies  under or by  reason of this
Agreement.

        7.08  Counterparts.  This  Agreement may be executed  simultaneously  in
several counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument.

        7.09  Attorneys'  Fees.  In the event of any legal action to enforce the
provisions  of this  Agreement,  the  prevailing  party in such action  shall be
entitled to recover its reasonable  attorneys'  fees and other costs incurred in
such action.


                                       -7-

<PAGE>

        IN WITNESS WHEREOF,  this Agreement has been duly executed and delivered
by Buyer and Seller on the date first above written.


                                              SELLER



/s/                                           /s/ Gary P. Cronin
----------------------------                  ---------------------------------
                                              Gary Cronin


                                              BUYER

                                              WebATM.com, Inc.


/s/                                     By:   /s/ Michael T. Grennan
----------------------------                  ---------------------------------
                                              Its Duly Authorized Agent

                                       -8-