exhibit101


     

    ASSET
      PURCHASE AGREEMENT

     

    This
      Asset Purchase Agreement (this “Agreement”) is entered into this 19th
      day of
      April 2004 by and between Snap2 Corporation, a Nevada Corporation (“Purchaser”),
      and Call Now America Prepaid, LLC a Florida Limited Liability Company
      (“Seller”). 

     

    BACKGROUND

     

    WHEREAS,
      Seller
      is engaged in the business, among others, of the distribution and sales of
      prepaid phone cards (the “The Business”); 

     

    WHEREAS,
      based
      upon the representations, covenants, agreements and warranties herein made
      by
      Seller and subject to the terms and conditions contained in this Agreement,
      Purchaser wishes to purchase and acquire substantially all of the assets and
      business, but none of the liabilities, of Seller’s Business and to continue to
      operate the The Business; 

     

    WHEREAS,
      based
      upon the representations, covenants, agreements and warranties herein made
      by
      Purchaser, and subject to the terms and conditions contained in this Agreement,
      Seller wishes to sell, transfer, convey, assign and deliver to Purchaser the
      The
      Business and substantially all of Seller’s assets, but none of the liabilities,
      connected solely to the The Business, and 

     

    WHEREAS,
      Seller
      and Purchaser wish to provide for the foregoing transactions. 

     

    NOW,
      THEREFORE,
      in
      consideration of the foregoing and the mutual promises and covenants set forth
      below, the parties hereto hereby agree as follows:

     

    1.
      Assets

     

    1.1
      Assets
      to be Sold.
      Subject
      to the terms and conditions set forth in this Agreement, at the Closing (as
      defined in Section 6.1 hereof) Seller shall sell, transfer, convey, assign
      and
      deliver to Purchaser, and Purchaser shall purchase and acquire from Seller,
      all
      of Seller’s right, title and interest in and to Seller’s assets (wherever
      located, tangible and intangible, real, personal or mixed, whether known or
      unknown and whether or not carried on the books and records of Seller) that
      are
      used in the The Business, and The Business (and the goodwill associated
      therewith) as a going concern (the “Assets”), including, but not limited to, the
      following, and excluding any liabilities associated with the Assets, including,
      without limitation, any employment or severance contracts/arrangements, buy
      and
      sell agreements, real estate or equipment finance leases, mortgages, secured
      or
      unsecured indebtedness, all tax liabilities, ongoing utility and maintenance
      expenses, vacation liabilities and any other amounts accrued to the benefit
      of
      Seller’s employees (hereinafter, the “Liabilities”), for all of which
      Liabilities Seller shall remain solely and exclusively responsible:


     

    (a)
      all
      of Seller's rights under all contracts, agreements, arrangements, commitments,
      instruments and understandings ("Contracts") to which Seller is a party which
      relate solely to the The Business;

     

    (b)
      all
      of Seller's records, files, books, documents as they pertain to the The
      Business. To the extent legally possible, all related manufacturer/vendor
      certifications and authorizations and other data relating solely to the The
      Business; 

     

    (c)
      all
      of Seller's confidential data as it relates solely to the The
      Business;

     

    (d)
      all
      municipal, state and federal franchises, permits, licenses and authorizations
      held or used by Seller as they relate solely to the The Business;

     

    (e)
      all
      of Seller's copyrights, trademarks, service marks, trade names, domain names
      and
      URLS related to the The Business, it being understood and agreed that Seller
      shall, at Seller’s sole expense, execute all such documents and take all such
      actions as are necessary or appropriate to effectuate the assignment to
      Purchaser of all of Seller’s rights, title and interests (hereinafter,
“Intellectual Property Rights”) in and to the aforementioned. 

     

    (f)
      the
      Sellers established distribution channel which amasses in excess of 300,000
      retail locations throughout the United States.

     

    
      
         

      

      
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    2.
      Consideration.

     

    2.1
      Closing
      Payment.
      As the
      total consideration for the Assets to be sold by Seller to Purchaser pursuant
      hereto at the Closing, Purchaser shall convey to Seller 3,000,000 shares of
      Snap2 Corporations Rule 144 Restricted Common stock (the “Purchase Price”).


     

    2.2
      Post
      Closing Payment.
      Seller
      shall have the right to purchase 1,000,000 shares of Snap2 Corporations
      restricted common stock at $0.25 per share upon the Purchaser successfully
      acquiring 25,000 sales locations utilizing the assets purchased in this
      agreement. Additionally, Seller shall have the right to purchase and additional
      1,000,000 shares of Snap2 Corporations restricted common stock at $0.25 per
      share upon the Purchaser successfully acquiring and additional 25,000 sales
      locations (total of 50,000) utilizing the assets purchased in this
      agreement.

     

    2.3
      Employment
      Agreement.
      Purchaser will be employed by the Purchaser as per the employment agreement
      in
      addendum 1 

     

    3.
      Representations
      and Warranties of Seller.
      Seller
      represents and warrants to Purchaser as follows:

     

    3.1.
      Corporate
      Organization.
      Seller
      is a corporation duly organized, validly existing and in good standing under
      the
      laws of the State of Florida, and has the requisite corporate power and
      authority to own, lease or otherwise hold the assets owned, leased and held
      by
      it and to carry on the Business as currently conducted by it. Seller is duly
      qualified to conduct business as a foreign corporation in the states listed
      on
      Schedule 3.1 hereto. 

     

    3.2
      Subsidiaries.
      Except
      as set forth on Schedule 3.2 hereto, Seller does not directly or indirectly
      own
      any capital stock or other interest in any entity.

     

    3.3
      Authorization
      and Effect of Agreement.
      Seller
      has the requisite corporate power to execute and deliver this Agreement and
      to
      perform the transactions contemplated hereby to be performed by Seller. The
      execution and delivery by Seller of this Agreement and the performance by Seller
      of the transactions contemplated hereby to be performed by Seller have been
      duly
      authorized by all necessary corporate action on the part of the Seller. This
      Agreement has been duly executed and delivered by Seller and, assuming the
      due
      execution and delivery of this Agreement by Purchaser, constitutes a valid
      and
      binding obligation of Seller, enforceable in accordance with its terms.


     

    3.4
      Absence
      of Conflicts.
      The
      execution and delivery of this Agreement by Seller does not, and the performance
      by Seller of the transactions contemplated hereby to be performed by it will
      not, conflict with, or result in any violation of, or constitute a default
      (with
      or without notice or lapse of time, or both) under, or give rise to a right
      of
      termination, cancellation or acceleration of any obligation or loss of a
      material benefit under, (i) any provision of the Certificate of Incorporation
      or
      Bylaws of Seller or any Contract set forth on Schedule 3.12 hereto,(ii) any
      license, permit or approval (“Permit”) of any domestic or foreign court,
      government, governmental agency, authority or instrumentality (“Governmental
      Authority”), (iii) any domestic or foreign statute, law, ordinance, rule,
      regulation, order or common law obligation (“Law”) of any Governmental Authority
      issued or applicable to Seller or to any of its properties or assets, other
      than
      any such conflicts, violations or defaults which would not have a material
      adverse effect upon the business, financial condition or results of operations
      of Seller or the Business ( a “Material Adverse Effect”). No consent, approval,
      order or authorization of, or registration, declaration or filing with, any
      Governmental Authority is required to be obtained or made by or with respect
      to
      Seller in connection with the execution and delivery of this Agreement by Seller
      or the performance by Seller of the transactions contemplated hereby to be
      performed by it. 

     

    3.5
      Statement
      of Profit and Loss and Related Matters.
      (a) Set
      forth on Schedule 3.5(a) hereto is a statement of Profit and Loss pertaining
      to
      the The Business as of March 31, 2004 (the “P&L”). The P&L was prepared
      in accordance with generally accepted accounting principles and presents fairly,
      in all material respects, the results of operations of the The Business as
      of
      such date. 

     

    (b)
      Except as set forth on Schedule 3.5(b) hereto, and except for such transactions
      as are provided for in this Agreement, since March 31, 2004, Seller has
      conducted its business in the ordinary course and there has been no material
      adverse change in the business, financial position or results of operations
      of
      Seller. 

     

    
      
         

      

      
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    3.6
      Compliance
      With Laws.
      The
      Business is not being operated in violation of any applicable Law of any
      Governmental Authority or in violation of any Permit or other specific
      authorization issued by a Governmental Authority to Seller.

     

    3.7
      Legal
      Proceedings.
      Except
      as set forth on Schedule 3.7 hereto, there are no lawsuits or other legal
      proceedings pending against Seller or otherwise relating to the conduct of
      the
      Business or, to the knowledge of Seller, threatened in writing against Seller.
      

     

    3.8
      Assets.
      (a)
      Seller owns all assets being sold in this transaction free and clear of all
      liens, claims or encumbrances of any nature whatsoever.

     

    (b)
      Seller has good and marketable title to or, in the case of leases and licenses,
      valid and subsisting leasehold interests or licenses in, all of its material
      properties and assets, including without limitation all property reflected
      on
      the Balance Sheet. 

     

    3.9
      Intellectual
      Property.
      Except
      as set forth on Schedule 3.9 hereto, Seller owns or possesses the right to
      use
      all trademarks, trade names, service marks, registered copyrights and
      applications therefor (collectively, “Intellectual Property Rights”) used in the
      Business. Except as set forth on Schedule 3.9 hereto, there has been no claim
      against Seller asserting a material conflict with the Intellectual Property
      Rights of others in connection with the conduct of the Business. Seller hereby
      agrees to defend, indemnify and hold harmless Purchaser from and against any
      claims of infringement disclosed on the said Schedule 3.9. 

     

    3.10
      Material
      Contracts.
      Except
      as set forth on Schedule 3.10 hereto, Seller is not a party to any written
      (i)
      contract of employment, (ii) contract with any labor union, (iii) single
      contract for the purchase by Seller of goods or services in excess of $50,000
      (iv) lease as lessee of, or other contract for the use of any real or personal
      property having in any individual case annual rental or payment obligations
      of
      Seller in excess of $50,000, (v) conditional sale agreement, chattel mortgage
      or
      other security agreement in excess of $50,000 in any one case, (vi) contract
      for
      the production, supply or servicing by Seller of any type of goods, parts or
      components, or for the provision by Seller of services of any type, involving
      more than $50,000 in any one case, (vii) lease of any real or personal property
      as lessor, or (viii) agreement or indenture relating to the borrowing of money,
      or material licenses, whether as licensee or licensor. Except as set forth
      on
      Schedule 3.10(a) hereto (i) Seller has (and to the knowledge of Seller, the
      other parties thereto have) complied in all material respects with the
      contracts, leases, agreements, mortgages and the like listed on Schedule 3.10(a)
      hereto (the “Scheduled Contracts”) all of which, to the knowledge of Seller, are
      valid and enforceable and (ii) the Scheduled Contracts are in full force and
      effect and there exists no event or condition known to Seller which with or
      without notice or lapse of time would be a material default thereunder, give
      rise to a right to accelerate or terminate any provision thereof or give rise
      to
      any Lien on any material Assets, it being acknowledged by the parties hereto
      that contracts with the U.S. government may be terminated by it for its
      convenience. 

     

    3.11
      Employee
      Relations.
      Except
      as set forth on Schedule 3.11 hereto, there are no material organized labor
      controversies pending or, to the knowledge of Seller, threatened against
      Seller.

     

    3.12
      Employee
      Plans.
      (a) For
      purposes of this Agreement, the term “Employee Plan” means such employee benefit
      plans as defined in Section 3(3) of the Employee Retirement Income Security
      Act
      of 1974, as amended (“ERISA”), maintained by Seller or to which Seller is a
      participating employer or is otherwise obligated to contribute and under which
      any person employed by Seller (an “Employee”) or formerly employed by Seller or
      predecessors (a “Former Employee”) participates or has accrued any rights or
      under which Seller is liable in respect of an Employee or Former Employee.
      Set
      forth on Schedule 3.12 hereto are lists of all Employee Plans and other employee
      benefit plans. 

     

    (b)
      Each
      Employee Plan has been maintained in all material respects in accordance with
      its terms and with applicable Law.

     

    3.13
      Taxes.
      Except
      as set forth on Schedule 3.13(a) hereto, all tax returns and reports which
      are
      required to be filed (subject to any extensions appropriately obtained) by
      or on
      behalf of Seller have been duly filed or caused to be filed with the appropriate
      Governmental Authorities. Except as set forth on Schedule 3.13(b) hereto,
      payment has been made or provided for as to all federal, state and local taxes,
      interest, penalties, assessments or deficiencies of Seller shown to be due
      on
      such tax returns and reports or proposed or assessed as due by any such
      Governmental Authority. Except as set forth on Schedule 3.13(a) hereto, there
      

     

    
      
         

      

      
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    are
      no
      outstanding waivers or extensions of time with respect to the assessment or
      audit of any tax or tax return of Seller, or claims now pending or matters
      under
      discussion with any taxing authority in respect of any tax of Seller. Seller
      shall assume full and sole responsibility for all tax audits concerning
      transactions occurring prior to the Closing Date. 

     

    3.14
      Customer
      Contracts.
      Seller
      has provided and assigned to Purchaser all contracts and purchase orders entered
      into by Seller with The Business customers as of the date hereof and will
      provide and assign to Purchaser any additional contracts and purchase orders
      entered into by Seller with The Business customers on or prior to the Closing
      Date. 

     

    4.
      Representations
      and Warranties of Purchaser.
      Purchaser represents and warrants to Seller as follows:

     

    4.1
      Corporate
      Organization.
      Purchaser is a corporation duly organized, validly existing and in good standing
      under the laws of the State of Nevada and has the requisite corporate power
      and
      authority to own, lease or otherwise hold the assets owned, leased or held
      by it
      and to carry on its business as currently conducted. 

     

    4.2
      Authorization
      and Effect of Agreement.
      Purchaser has the requisite corporate power and authority to execute and deliver
      this Agreement and to perform the transactions contemplated hereby to be
      performed by it. The execution and delivery by Purchaser of this Agreement
      and
      the performance by it of the transactions contemplated hereby to be performed
      by
      it have been duly authorized by all necessary corporate action on the part
      of
      Purchaser. This Agreement and each of the other documents and instruments
      contemplated hereby have been duly executed and delivered by Purchaser and,
      assuming the due execution and delivery of this Agreement by Seller, constitutes
      a valid and binding obligation of Purchaser, enforceable in accordance with
      its
      terms. 

     

    4.3
      No
      Restrictions Against Purchase of the Assets.
      The
      execution and delivery of this Agreement by Purchaser does not, and the
      performance by Purchaser of the transactions contemplated hereby to be performed
      by it will not, conflict with, or result in any violation of, or constitute
      a
      default (with or without notice or lapse of time, or both) under, or give rise
      to a right of termination, cancellation or acceleration of any obligation or
      to
      loss of a material benefit under, (i) any provision of the Certificate of
      Incorporation or Bylaws of Purchaser, or (ii) any contract, Permit or Law issued
      or applicable to Purchaser. No material consent, approval, order or
      authorization of, or registration, declaration or filing with, any Governmental
      Authority is required to be obtained or made by or with respect to Purchaser
      in
      connection with the execution and delivery of this Agreement by it or the
      performance by it of the transactions contemplated hereby to be performed by
      it.


     

    4.4
      Financial
      Resources.
      Purchaser has the cash on hand and/or available credit with which to pay the
      Purchase Price.

     

    5.
      Closing.

     

    5.1
      Date
      of Closing.
      (a) The
      closing of the transactions contemplated hereby (the “Closing”) shall take place
      at 10:00 a.m. local time at the offices of Purchaser on the first business
      day
      following the fulfillment or waiver of the conditions precedent set forth in
      Sections 7 and 8 hereof or at such other time and place as the parties hereto
      may mutually agree, but in no event shall the Closing be later than April 19,
      2004. The date on which the Closing occurs is hereinafter referred to as the
      “Closing Date.” The following transactions shall take place at the Closing, all
      of which shall be deemed to have occurred simultaneously and none of which
      shall
      be deemed completed unless and until all of them shall have been completed
      (or
      waived in writing by the parties entitled to performance): 

     

    (b)
      At
      the Closing, Seller shall deliver to Purchaser the following:

     

    (i)
      such
      assignments or other instruments of transfer and assignment, in form and
      substance reasonably satisfactory to Purchaser, as are effective to vest in
      Purchaser title to the Assets (including the Intellectual Property Rights);
      and

     

    (ii)
      a
      certificate of the chief executive officer of Seller, in form and substance
      reasonably satisfactory to Purchaser, certifying Seller’s Certificate of
      Incorporation and By-laws, its valid existence and good standing in Florida,
      the
      incumbency of officers or others acting in a representative capacity, and the
      due authorization of the transactions contemplated hereby. 

     

    (c)
      At
      the Closing, Purchaser shall deliver to Seller the following:

     

    
      
         

      

      
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    (i)
      the
      Purchase Price provided for in Section 3.1(a) hereof.

     

    6.0
      Conditions
      to Obligations of Purchaser.
      The
      obligations of Purchaser to consummate the transactions contemplated by this
      Agreement are subject to the following conditions, except to the extent waived
      by Purchaser in writing at the Closing: 

     

    6.1
      Accuracy
      of Representations and Compliance with Conditions.
      All
      representations and warranties of Seller contained in this Agreement shall
      be
      accurate in all material respects as of the Closing with the same effect as
      if
      made on and as of such date. As of the Closing, Seller shall have performed
      and
      complied in all material respects with all covenants and agreements and
      satisfied all conditions required to be performed and complied with by it at
      or
      before such time. 

     

    6.2
      Seller's
      Deliveries.
      Seller
      shall have delivered to Purchaser the documents set forth in Section 5.1(b)
      hereof.

     

    6.3
      Legal
      Action.
      There
      shall not have been instituted or threatened any legal proceeding (a) relating
      to, or seeking to prohibit or otherwise challenge this Agreement or the
      consummation of the transactions contemplated by this Agreement, or seeking
      to
      obtain substantial damages with respect thereto, or (b) which Purchaser shall
      reasonably determine could have a material adverse effect on Purchaser’s
      business or the The Business. 

     

    6.4
      No
      Governmental Action.
      There
      shall not have been any action taken, or any law, rule, regulation, order,
      judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed
      applicable to the transactions contemplated by this Agreement, by any federal,
      state, local, or other governmental authority or by any court or other tribunal,
      including the entry of a preliminary or permanent injunction, which, in the
      reasonable judgment of Purchaser: (a) makes any of the transactions contemplated
      by this Agreement illegal or (b) imposes material limitations on the ability
      of
      Purchaser to operate the Business or to exercise full rights of ownership of
      the
      Assets. 

     

    6.5
      Execution
      of Employment and Related Agreements.
      David
      Bowlby shall have entered into employment, confidentiality, non-compete and
      non-solicitation agreements with Purchaser in form and substance satisfactory
      to
      Purchaser. 

     

    6.6
      Other
      Closing Documents.
      Seller
      shall have delivered to Purchaser, at or prior to the Closing, such other
      documents as Purchaser may reasonably request to carry out the provisions of
      and
      the transactions contemplated by this Agreement in form and substance reasonably
      satisfactory to Purchaser. 

     

    7.0
      Conditions
      to the Obligations of Seller.
      The
      obligations of Seller under this Agreement are subject to the following
      conditions (unless waived by Seller in writing at the Closing): 

     

    7.1
      Accuracy
      of Representations and Compliance with Conditions.
      All
      representations and warranties of Purchaser contained in this Agreement shall
      be
      accurate in all material respects as of the Closing Date with the same effect
      as
      if made on and as of such date. As of the Closing, Purchaser shall have
      performed and complied in all material respects with all covenants and
      agreements and satisfied all conditions required to be performed and complied
      with by Purchaser at or before such time. 

     

    7.2
      Purchaser's
      Deliveries.
      Purchaser shall have delivered to Seller the funds referenced in Section 5.1(c)
      hereof.

     

    7.3
      Legal
      Action.
      There
      shall not have been instituted or threatened any legal proceeding (a) relating
      to, or seeking to prohibit or otherwise challenge this Agreement or the
      consummation of the transactions contemplated by this Agreement, or to obtain
      substantial damages with respect thereto, or (b) which Seller shall reasonably
      determine could have a material adverse effect on the business, assets,
      liabilities, condition (financial or otherwise) or prospects of Purchaser
      (without giving effect to the transactions contemplated hereby). 

     

    7.4
      No
      Governmental or Legal Action.
      There
      shall not have been any action taken, or any law, rule, regulation, order,
      judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed
      applicable to the transactions contemplated by this Agreement, by any federal,
      state, local, or other governmental authority or by any court or other tribunal,
      including the entry of a preliminary or permanent injunction, which, in the
      reasonable judgment of Seller: (a) makes any of the transactions 

     

    
      
         

      

      
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    contemplated
      by this Agreement illegal or (b) otherwise prohibits, restricts, or delays
      consummation of the transactions contemplated by this Agreement or impairs
      the
      contemplated benefits to Seller of any of the transactions contemplated by
      this
      Agreement. 

     

    8.0
      Further
      Agreements of the Parties. 

     

    8.1
      General.

     

    (a)
      Seller will use all reasonable efforts and take all reasonable steps, and will
      cooperate with Purchaser to cause to be fulfilled, those of the conditions
      set
      forth in this Agreement to the parties’ respective obligations to consummate the
      transactions contemplated by this Agreement that are dependent upon the actions
      or inactions of Seller, and to execute and deliver such instruments and take
      such other reasonable actions as may be necessary or appropriate in order to
      carry out the intent of this Agreement and consummate the transactions
      contemplated hereby. 

     

    (b)
      Purchaser will use all reasonable efforts and take all reasonable steps, and
      will cooperate with Seller to cause to be fulfilled, those of the conditions
      set
      forth in this Agreement to the parties’ respective obligations to consummate the
      transactions contemplated by this Agreement that are dependent upon the actions
      or inactions of Purchaser, and to execute and deliver such instruments and
      take
      such other reasonable actions as may be necessary or appropriate in order to
      carry out the intent of this Agreement and consummate the transactions
      contemplated hereby. 

     

    8.2
      Other
      Agreements.
      Until
      the Closing Date, Seller will:

     

    (a)
      cause
      all representations and warranties made by Seller hereunder to be true and
      correct in all material respects as of the Closing Date as if made on the
      Closing Date; and

     

    (b)
      preserve and maintain Seller's assets, conduct Seller's business only in the
      normal and ordinary course of business, preserve intact Seller’s business
      organization and operations, keep available the services of its present officers
      and employees, preserve in full force and effect Seller’s Contracts and preserve
      the present business relationships and goodwill of Seller’s suppliers,
      customers, and others having business relations with Seller. 

     

    8.3
      Access
      Prior to Closing.
      Between
      the date of this Agreement and the Closing and upon Purchaser’s request
      following the Closing Date if required to enable Purchaser to fulfill its
      reporting and other regulatory obligations, Seller shall (i) give Purchaser
      and
      its authorized representatives full access to all offices and other facilities
      and properties of Seller and to the books and records of Seller (and permit
      Purchaser to make copies thereof), (ii) permit Purchaser to make inspections
      thereof, and (iii) cause its officers and advisers (including, without
      limitation, their auditors, attorneys, financial advisors and other consultants,
      agents and advisors) to furnish Purchaser with such financial and operating
      data
      and other information with respect to the business and properties of Seller,
      and
      to discuss with Purchaser and its authorized representatives the affairs of
      Seller, all as Purchaser may from time to time reasonably request. 

     

    8.4
      Ordinary
      Course.
      From the
      date hereof until the Closing, Seller shall operate the The Business only in
      the
      ordinary course consistent with past practice.

     

    8.5
      Liens.
      Prior to
      the Closing, Seller shall not create, incur, assume or suffer to exist any
      Lien
      upon or with respect to any property or assets (real or personal, tangible
      or
      intangible) of Seller, whether now owned or hereafter acquired, or sell any
      such
      property or assets subject to an understanding or agreement, contingent or
      otherwise, to repurchase such property or assets (including sales of accounts
      receivable with recourse to Seller), or assign any right to receive income
      or
      permit the filing of any financing statement under the New Jersey Uniform
      Commercial Code or any other similar notice of Lien under any similar recording
      or notice statute, or grant rights with respect to, or otherwise encumber or
      create a security interest in, such property or assets or any portion thereof
      or
      any other revenues therefrom or the proceeds payable upon the sale, transfer
      or
      other disposition of such property or assets or any portion thereof, or permit
      or suffer any such action to be taken. 

     

    8.6
      New
      Lines of Business.
      Prior to
      the Closing, as it relates solely to the The Business, Seller shall not enter
      into any line of business other than the The Business, or make any material
      change in the scope or nature of its The Business, purposes or operations,
      or
      undertake or participate in activities other than the continuance of the The
      Business. 

     

    8.7
      Forgiveness
      of Debt.
      Prior
      to the Closing, Seller shall not cancel or otherwise forgive, release or waive
      any claim or indebtedness owed to it by any person or rights of substantial
      value, except in the case of any 

     

    
      
         

      

      
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    claim
      or
      indebtedness not material individually or in the aggregate, for adequate
      consideration and in the ordinary course of business consistent with past
      practice. Seller shall not forgive, release or waive any prepayments by clients
      in respect of the The Business without Purchaser’s express prior written
      consent. 

     

    8.8
      Affiliate
      Transactions.
      Prior to
      the Closing, solely as it relates to its the Business, Seller shall not enter
      into, be a party to, or perform any transaction or arrangement with any
      Affiliate related solely to the The Business. 

     

    8.9
      Assets.
      Prior to
      the Closing, solely as it relates to its The Business, Seller shall not acquire
      or dispose of any property or assets other than in the ordinary course of
      business. 

     

    8.10
      No
      Contrary Agreements.
      Solely
      as it relates to its The Business Seller shall not agree or otherwise commit,
      whether or not in writing, to do anything which would not be permitted to be
      done under this Agreement.

     

    8.11
      Expenses.
      Purchaser and Seller shall bear their own respective expenses incurred by them
      in respect of the transactions contemplated hereby.

     

    8.12
      Sales
      Taxes.
      Purchaser shall pay any state or local sales, transfer or usage taxes payable
      in
      connection with the sale of the Assets to Purchaser pursuant to this
      Agreement.

     

    8.13
      Further
      Assurances.
      At any
      time and from time to time after the date hereof, each party hereto shall,
      without further consideration, execute and deliver to the other such instruments
      of transfer , and shall take such other action, as the other may reasonably
      request to carry out the transfer of assets contemplated by this Agreement.
      

     

    8.14
      Change
      of Name.
      After
      the Closing, upon the request of Purchaser, Seller shall change its name to
      a
      name entirely dissimilar to its present name. 

     

    8.15
      Seller’s
      Access After tbe Closing.
      At any
      time, and from time to time, after the Closing, Seller shall have the right
      to
      review and obtain copies of any records, files, books, documents and other
      data
      relating to the Assets and the The Business with respect to any period prior
      to
      the Closing that Seller may reasonably require for any lawful purpose,
      including, without limitation, Seller’s preparation of tax returns. Purchaser
      shall retain such records, files, books, documents and other data for a period
      of at least six years after the Closing and, thereafter, shall give Seller
      at
      least 60 days’ prior notice of its intention to discard or destroy any such
      records, files, books, documents or other data. 

     

    8.16
      Seller's
      Indemnification of Purchaser for Liabilities
      Seller
      shall defend (with counsel reasonably satisfactory to Purchaser), indemnify
      and
      hold harmless Purchaser, its shareholders, directors, officers, employees,
      agents and assigns promptly upon demand at any time and from time to time,
      from
      and against any Liabilities (as defined in paragraph 1.1 hereof) or any other
      liabilities associated with the The Business. 

     

    9.0
      Survival
      of Representations; Indemnities.

     

    9.1
      Survival.
      The
      representations and warranties of Seller on the one hand, and of Purchaser,
      on
      the other, contained in this Agreement shall survive the consummation of the
      transactions contemplated hereby for a period ending on the first anniversary
      of
      the Closing Date, except that Seller’s representations, warranties and covenants
      contained in paragraphs 6.6 and 8.15 hereof shall survive the consummation
      of
      the transactions contemplated hereby for a period ending on the fifth
      anniversary of the Closing Date. 

     

    9.2
      Indemnification
      by Seller.
      Seller
      shall indemnify and hold harmless Purchaser, and its Affiliates and the
      successors, assigns, officers, directors, employees, partners and agents of
      any
      of them (the “Purchaser Indemnified Parties”), promptly upon demand at any time
      and from time to time, from and against any and all actions, proceedings,
      demands and claims asserted against any Purchaser Indemnified Party, and shall
      reimburse Purchaser Indemnified Parties for any and all losses, liabilities
      (of
      every kind or nature, whether accrued, absolute, contingent or otherwise and
      whether asserted or unasserted, known or unknown and whether due or to become
      due), damages, charges, liens, deficiencies or expenses of any nature,
      including, without limitation, reasonable attorneys’ fees and expenses
      (collectively, “Damages”) incurred by or assessed against any Purchaser
      Indemnified Party, and arising out of or resulting from: 

     

    (a)
      the
      inaccuracy of any representation or warranty made by Seller in this Agreement
      or
      pursuant hereto;

     

    (b)
      the
      failure by Seller to perform or observe any term or provision of this Agreement
      or of any other document, schedule or instrument delivered in connection
      herewith; or

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    (c)
      any
      other liability or obligation of Seller.

     

    9.3
      Indemnification
      by Purchaser.
      Purchaser shall indemnify and hold harmless Seller and Seller’s successors,
      assigns, stockholders, officers, directors, employees, partners and agents
      of
      any of them (the “Seller Indemnified Parties”), promptly upon demand at any time
      and from time to time, from and against any and all actions, proceedings,
      demands and claims asserted against any Seller Indemnified Party, and shall
      reimburse the Seller Indemnified Parties for any and all Damages incurred by
      or
      assessed against any Seller Indemnified Party, and arising out of or resulting
      from: 

     

    (a)
      the
      inaccuracy of any representation or warranty made by Purchaser herein;
      or

     

    (b)
      the
      failure by Purchaser to perform or observe any term or provision of this
      Agreement or of any other document, schedule or instrument delivered in
      connection herewith.

     

    9.3
      Notice
      of Claim.
      If any
      legal proceedings, claims or demands are instituted or asserted in respect
      of
      which any of Purchaser Indemnified Parties or Seller Indemnified Parties may
      seek indemnification from another party hereto pursuant to the provisions hereof
      (such legal proceedings, claims or demands being referred to individually as
      a
“Claim” and collectively as the “Claims”), the indemnified party (after receipt
      by it of written notice of the commencement or assertion of such Claim) shall
      promptly cause a written notice of such Claim to be made to the indemnifying
      party (but the failure to give such notice shall not relieve the indemnifying
      party of its indemnification obligation hereunder, except to the extent of
      losses actually caused by such failure). 

     

    9.4
      Election
      to Defend Claim.
      Subject
      to the next sentence hereof, the indemnifying party shall have the right, at
      its
      option and expense, to assume the defense, settlement or other disposition
      (collectively “Defense”) of any Claim, provided that within ten (10) days of
      receiving the notice with respect to such Claim (or within such shorter period
      of time as an answer or other responsive motion may be required), the
      indemnifying party, by notice delivered to the indemnified party, elects to
      assume such Defense and each indemnifying party acknowledges its obligation
      hereunder to indemnify the indemnified party with respect to such Claim.
      Notwithstanding the foregoing, the indemnifying party shall not have the right
      to assume the Defense of any Claim if (a) representation of both the indemnified
      and indemnifying parties by the same counsel would be inappropriate due to
      actual or potential differing interests between them or (b) the indemnified
      party determines in good faith that there is a significant possibility that
      such
      Claim may materially and adversely affect it or its Affiliates other than as
      a
      result of monetary damages. 

     

    9.6
      Procedure for Defense by Indemnifying Party. If the indemnifying party has
      assumed the Defense of a Claim , then the following shall apply:

     

    (a)
      the
      indemnified party shall have the right to participate and assist in the Defense
      of such Claim and to employ its own counsel in connection
      therewith;

     

    (b)
      the
      indemnifying party shall not be liable to the indemnified party for the fees
      or
      expenses of the indemnified party’s counsel or other expenses incurred by the
      indemnified party in connection with participating in the Defense of such Claim,
      except that the indemnifying party shall be liable for (i) any such fees and
      expenses incurred prior to the time the indemnifying party assumed such Defense
      and (ii) the reasonable costs of investigation and preparation incurred by
      the
      indemnified party; 

     

    (c)
      counsel used by the indemnifying party in connection with the Defense of such
      Claim shall be reasonably satisfactory to the indemnified party;

     

    (d)
      the
      indemnified party shall not effect any compromise or settlement of such Claim
      without the consent of the indemnifying party, which consent shall not be
      unreasonably withheld; and

     

    (e)
      the
      indemnifying party shall not effect any compromise or settlement of such Claim
      without the consent of the indemnified party, which consent shall not be
      unreasonably withheld.

     

    9.7
      Defense
      by Indemnified Party.
      If the
      indemnifying party does not assume the Defense of a Claim as required by this
      Agreement, the indemnifying party shall have the right, at the sole cost and
      expense of the indemnifying party, to defend and settle such Claim and to employ
      its own counsel in connection therewith. In this event, the indemnified party
      may effect any compromise or settlement of such Claim without the consent of
      the
      indemnifying party. 

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    9.8
      Cooperation.
      The
      parties hereto shall cooperate to the fullest extent possible in connection
      with
      any Claim in respect of which indemnification is sought under this Agreement.
      

     

    10.0
      Termination.

     

    10.1
      Bases
      for Termination.
      This
      Agreement and the transactions contemplated hereby may be terminated at any
      time
      on or prior to the Closing Date:

     

    (a)
      by
      the mutual written consent of the parties hereto;

     

    (b)
      by
      Purchaser:

     

    (i)
      if
      any representation or warranty of Seller made in this Agreement was untrue
      in
      any material respect when made or is untrue in any material respect on the
      Closing Date;

     

    (ii)
      if
      Seller shall have defaulted in any material respect in the performance of any
      covenant, agreement or obligation under this Agreement, and such default is
      not
      cured within ten days after Seller’s receipt of written notice from Purchaser
      that such default exists or has occurred; or 

     

    (iii)
      if
      the conditions to Purchaser's obligations to consummate the transaction
      contemplated hereby are not or cannot be satisfied on or before August 31,
      2001
      for any reason other than a breach by Purchaser. 

     

    (c)
      by
      Seller:

     

    (i)
      if
      any representation or warranty of Purchaser made in this Agreement was untrue
      in
      any material respect when made or is untrue in any material respect on the
      Closing Date;

     

    (ii)
      if
      Purchaser shall have defaulted in any material respect in the performance of
      any
      covenant, agreement or obligation under this Agreement, and such default is
      not
      cured within ten days after Purchaser’s receipt of written notice from Seller
      that such default exists or has occurred; or 

     

    10.2
      Manner
      of Exercise.
      In the
      event of the termination of this Agreement prior to the Closing pursuant to
      Section 10.1, written notice thereof shall forthwith be given to the
      non-terminating party, and this Agreement shall terminate and the transactions
      contemplated hereunder shall be abandoned without further action by any party
      hereto. 

     

    10.3
      Effect
      of Termination.
      In the
      event of the termination of this Agreement prior to the Closing pursuant to
      Section 10.1, all rights and obligations of the parties hereunder shall
      terminate, except for the rights and obligations of the parties under Section
      8.11 hereof and the right of the non-breaching party to seek damages from a
      breaching party. 

     

    11.0
      Miscellaneous.

     

    11.1
      Finders.
      Each
      party hereto represents and warrants that it has not employed or utilized the
      services of any broker or finder in connection with this Agreement or the
      transactions contemplated hereby. 

     

    11.2
      Entire
      Agreement.
      This
      Agreement (together with the Schedules and Exhibits hereto) contains, and is
      intended as, a complete statement of all of the terms of the arrangements
      between the parties hereto with respect to the matters provided for herein,
      and
      supersedes any previous agreements and understandings between the parties hereto
      with respect to those matters. 

     

    11.3
      Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New Jersey without regard to the conflicts of laws provisions
      thereof.

     

    11.4
      Headings.
      The
      section headings of this Agreement are for reference purposes only and are
      to be
      given no effect in the construction or interpretation of this
      Agreement.

     

    11.5
      Notices.
      All
      notices and other communications under this Agreement shall be in writing and
      shall be deemed given when delivered personally or mailed by registered mail,
      return receipt requested, to the parties at the following addresses (or to
      such
      other address as a party may have specified by notice given to the other party
      pursuant to this provision): 

     

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    If
      to
      Seller to it or them at:

    


    David
      Bowlby

    2000
      West
      Commercial Blvd

    Fort
      Lauderdale, FL 33309

     

    If
      to
      Purchaser, to it at:

    


    Kevin
      Johnson

    Snap2
      Corporation

    2000
      West
      Commercial Blvd

    Fort
      Lauderdale, FL 33309

     

    11.6
      Severability.
      If any
      provision of this Agreement is invalid or unenforceable, the balance of this
      Agreement shall remain in effect.

     

    11.7
      Waivers
      and Amendments.
      No
      waiver of any provision hereof shall be construed as a waiver of any other
      provision. Any waiver or amendment of this Agreement must be in writing and
      signed by the party to be charged therewith. 

     

    11.8
      Successors
      and Assigns.
      This
      Agreement shall be binding upon and shall inure to the benefit of the parties
      hereto and their respective successors and assigns. Neither this Agreement
      nor
      any right or obligation hereunder may be assigned or transferred by Seller
      without Purchaser’s written consent or by Purchaser without Seller’s written
      consent; provided, however, that Purchaser may assign, without being required
      to
      obtain Seller’s consent thereto, any and all of Purchaser’s rights and
      obligations hereunder to any wholly-owned subsidiary of Purchaser; and, provided
      further, that Seller may assign, without being required to obtain Purchaser’s
      consent thereto, any and all of Seller’s rights to receive, or to designate the
      recipients of, all or any portion of the Escrow Shares. 

     

    11.9
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      be
      deemed to be an original, but all of which shall be considered one and the
      same
      instrument. 

     

    This
      Agreement has been duly executed on the date hereinabove set forth.

     

    Call
      Now
      America Prepaid, LLC


By:
      /s/David
      Bowlby                                    
      
David
      Bowlby, Managing Member


Snap2
      Corporation


By:
      /s/Kevin D.
      Johnson                               
      
Kevin
      D.
      Johnson, Chief Executive Officer

     

     

     

    
      
         

      

      
        10