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                                                                    EXHIBIT 10.1

                            ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT ("Agreement") is hereby made and entered into, as
of this ____ day of _____, 2002 ("the Effective Date"), by and between MAXXIS
COMMUNICATIONS, INC. ("Company" or "Maxxis"), a Georgia Corporation, with its
principal place of business at 1901 Montreal Road, Suite 108, Tucker, GA. 30084
and _____________; whose address is ___________________________________________;
whose social security number or federal tax identification number (EIN) is
________________; and whose telephone number is ________________________________
("Purchaser").

                                    RECITALS

WHEREAS, Maxxis is an authorized and fully tariffed, national long distance
carrier authorized to operate in the State of Georgia, and as such owns
thousands of customers ("long distance telephone customers").

WHEREAS, Purchaser desires to purchase from Maxxis and Maxxis desires to sell to
Purchaser some of its long distance customers.

WHEREAS, long distance telephone customers may be purchased only in a minimum
block of four customers.

WHEREAS, each party has full power and authority (including full corporate power
and authority) to execute and deliver this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and of the mutual
covenants, conditions, promises and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be bound legally, mutually agree as follows:

        1. SALE AND PURCHASE. Maxxis hereby sells, bargains, assigns, transfers
and conveys to Purchaser and Purchaser hereby purchases and acquires, free of
all liabilities and encumbrances, ________________ long distance telephone
customers on the terms and conditions set forth in this Agreement.


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        2. PURCHASE PRICE. The purchase price is _______________, which
represents a price per customer of two hundred fifty dollars ($250). The total
purchase price is payable by certified or cashier's check to the order of Maxxis
Communications, Inc. on the date of execution of this Agreement.

        3. FEE PAYMENT TO PURCHASER. Beginning on the tenth (10th) of the first
month following a full calendar month after the effective date, and for every
month thereafter during the term of this Agreement, Purchaser shall be entitled
to a monthly per customer fee, which represents its return on its investment
(e.g., if this Agreement becomes effective June 4, 2001, Purchaser shall be
entitled to fees beginning August 10, 2001 or the first business day after
August 10). Maxxis shall remit to Purchaser a monthly fee of three dollars
($3.00) per customer. Maxxis shall retain as a fee for services rendered to
Purchaser (as described later in this Agreement) all other remuneration realized
from the sale of long distance service to the customer. If Purchaser purchases
fewer than eight blocks of customers (32 customers), Maxxis has the option to
remit the earned fees to Purchaser on a quarterly basis. As used in this Section
a single three-month period shall be deemed a quarter, and the remittance would
be made every three months.

        4. TERM. This Agreement shall be effective as of the Effective Date and
shall continue in full force for three full years, unless a Party notifies the
other Party in writing of its intent to terminate the Agreement prior to the
termination date.

        5. REPURCHASE AND RESELL RIGHTS. Maxxis shall have an automatic right to
repurchase all customers sold to Purchaser in the thirty seventh (37th) month
after the effective date of this Agreement for a price of thirteen hundred
dollars ($1300) per block, which represents three hundred twenty five dollars
per customer ($325). If Purchaser desires to retain ownership of the long
distance telephone customers upon termination of this Agreement, Maxxis shall
decide whether it wishes to enter into a new Agreement with Purchaser. Purchaser
shall have the right to terminate this Agreement at any time before the
termination date, providing Purchaser complies with the notification provision
of Section 4. If, however, Purchaser terminates this Agreement prior to the
termination date, Maxxis shall have the right to repurchase all long distance
customers sold to customer at the initial sale price (i.e., $250 per customer),
and any unpaid fees Purchaser has earned.

        6. REPLACEMENT OF CUSTOMERS. If during the term of this Agreement any
long distance customer purchased by Purchase decides to cease using Maxxis as
its long distance carrier, Maxxis shall replace that customer with another long
distance customer.

        7. RESPONSIBILITIES TO MAXXIS TO PURCHASER. Maxxis shall continue to pay
all network usage costs and all communications sales taxes and fees, and shall
continue to invoice customers and collect monthly payments for long distance
telephone usage.


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        8. RELATIONSHIP OF PARTIES. It is understood and agreed that the
Purchaser is not a general or special agent or representative of Maxxis, and
this Agreement does not create a partnership. The Purchaser shall not represent
that it has, by virtue of this Agreement, any status, power, or authority other
than that expressly provided herein. The Purchaser shall not have the right,
power or authority, nor shall it hold itself out as having the right, power or
authority, to create any contract or other obligation, express or implied,
binding upon Maxxis.

        9. REPRESENTATIONS AND WARRANTIES. Maxxis represents and warrants that
it shall comply with all applicable federal, state, and local laws, and
regulations, rulings and orders, including, but not limited to the
Communications Act of 1934, the Telecommunications Act of 1996, the Rules and
regulations of the Federal Communications Commission ("FCC") and state public
utility or service commissions ("PSC"). It further warrants that it has obtained
and shall maintain in full effect any required certification, permit, license,
approval or authorization of the FCC and PSC or any governmental body.

        10. CONFIDENTIAL AND PROPRIETARY INFORMATION, AND TRADE SECRETS. For the
term of this Agreement and for three years after its termination, the Purchaser
agrees to protect the confidentiality of Maxxis' Confidential and Proprietary
Information, including trade secrets. Confidential and Proprietary Information
means information about Maxxis' business, products, services, processes,
designs, marketing plans, and technical or financial information, including the
pricing and fee information applicable to this Agreement. Confidential and
Proprietary Information does not include (a) information that is publicly known,
(b) is given to the Purchaser by someone who is not obligated to maintain
confidentiality, or (c) was developed by the Purchaser independently and without
reference to Maxxis' Confidential and Proprietary Information. The Purchaser
agrees to use Maxxis' Confidential and Proprietary Information only as necessary
to perform its obligations under this Agreement. The Purchaser shall promptly
return any copies of the Maxxis' Confidential and Proprietary Information at the
termination of this Agreement or at the request of Maxxis.

        11. DISCLAIMERS; LIMITATION OF LIABILITY

        A. DISCLAIMERS. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS
AGREEMENT, MAXXIS MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR
IMPLIED.

        B. LIMITATION OF LIABILITY. THE LIABILITY OF EACH MAXXIS AND THE
PURCHASER FOR BREACH OF THIS AGREEMENT IS LIMITED TO THE AMOUNT ACTUALLY
RECEIVED BY SUCH PARTY UNDER THIS AGREEMENT. UNDER NO CIRCUMSTANCES SHALL EITHER
MAXXIS OR THE PURCHASER BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, INDIRECT,
CONSEQUENTIAL SPECIAL OR PUNITIVE DAMAGES OF ANY KIND ARISING IN ANY MANNER FROM
THIS AGREEMENT AND THE PERFORMANCE OR NON-PERFORMANCE OF


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OBLIGATIONS HEREUNDER. THE PARTIES AGREE THAT THIS SECTION 11 REPRESENTS A
REASONABLE ALLOCATION OF THE RISKS.

        12. NO PERSONAL LIABILITY. Each action or claim arising under or
relating to this Agreement shall be made only against Maxxis as a corporation,
and any liability relating thereto shall be enforceable only against the
corporate assets of Maxxis. The Purchaser shall not seek to pierce the corporate
veil or otherwise seek to impose any liability relating to, or arising from,
this Agreement against any shareholder, employee, officer, or director of
Maxxis.

        Each such party is an intended beneficiary of the mutual promises set
forth in this Section and shall be entitled to enforce the obligations of this
Section. If the Purchaser of the long distance customers is a corporate entity,
then the rights and obligations of this Section shall apply to the Purchaser
with equal force.

        13. ASSIGNMENT. Either party may assign the rights and obligations under
this Agreement with the express written consent of the other party hereto, which
consent shall not be unreasonably withheld.

        14. BINDING AGREEMENT. This Agreement contains valid and binding
obligations of both parties and is enforceable against both parties in
accordance with its terms.

        15. NON-WAIVER. The waiver by either Party of any breach of this
Agreement by the other Party in a particular instance shall not operate as a
waiver of subsequent breaches of a same or different kind. No delay or failure
by either party to exercise any right hereunder, and no partial or single
exercise of any such right, shall constitute a waiver of that or any other right
in subsequent instances, unless otherwise expressly provided herein or by
written agreement between the parties.

        16. SEVERABILITY. The invalidity or unenforceability of any provision of
this Agreement shall not affect the validity or enforceability of the remaining
provisions of this Agreement unless the invalid or unenforceable provision is a
material provision of this Agreement, or the invalidity or unenforceability
materially affects the rights or obligations of a Party hereunder or the ability
of a Party to perform any material provision of this Agreement. The Parties
shall promptly modify or replace any provision(s) found to be invalid or
unenforceable with valid provisions and shall amend this Agreement in writing to
include the valid provisions.

        17. HEADINGS. Headings in this Agreement are for convenience only and
shall not be used to interpret or construe any provisions.


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        18. ARBITRATION, GOVERNING LAW, AND FORUM SELECTION. Any dispute
relating to this Agreement or the breach thereof shall be settled by binding
arbitration conducted in Fulton County, Georgia pursuant to the procedures, then
in effect, of the American Arbitration Association. This Agreement shall be
governed by and construed in accordance with Laws of the State of Georgia. Any
civil action relating to this Agreement or the breach thereof shall be
instituted and prosecuted in state or Federal courts in the State of Georgia.

        19. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.

        20. ENTIRE AGREEMENT AND MODIFICATION OF AGREEMENT. This Agreement
supersedes all prior agreements and constitutes the entire agreement between the
parties hereto with respect to the subject matter hereof. This Agreement,
including any provision, may be modified only by a written instrument duly
signed and dated by each party to the Agreement.

        21. NOTICES. All notices hereunder shall be in writing and delivered by
hand, by express mail delivery service, or by registered, certified mail,
postage prepaid, (return receipt requested) addressed to the designated official
for each party, as listed below. Notices shall be deemed to have been received
at the time of delivery. Either Party may change its address or designated
representative for receipt of notices by giving notice in writing. Notices shall
be sent to:


For Maxxis:                                  For Purchaser:

                                             (Write in Name & Address)
-----------------------------------          -----------------------------------
Shawn J. Dinwiddie
Maxxis Communications, Inc.
1901 Montreal Road
Suite 108
Tucker, GA 30084


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IN WITNESS WHEREOF, the Parties have caused this AGREEMENT to be executed as of
the day and year shown below.


Company:  Maxxis Communications Inc.

Signature:                               Signature:
          ----------------------------            ------------------------------

Name:                                    Name:
     ---------------------------------        ----------------------------------

Title:                                   Title:
      --------------------------------         ---------------------------------

Date:                                    Date:
     ---------------------------------        ----------------------------------



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