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                                                                   EXHIBIT 10.40

                      ASSET TRANSFER AND RELEASE AGREEMENT

This ASSET TRANSFER AND RELEASE AGREEMENT DATED AS OF DECEMBER 29, 2000, between
QORUS.COM, INC., a Florida corporation ("Qorus") and NETDOX, INC., a Delaware
corporation ("NetDox"), is based upon the mutual agreement of the parties as
detailed below.

         WHEREAS, Qorus is in the business of providing electronic messaging
         services; and

         WHEREAS, NetDox had been instrumental in allowing Qorus to enter into a
         contract with Moore Business Communication Services ("Moore") under
         which Moore would distribute electronic messaging services developed
         and provided by Qorus; and

         WHEREAS, the parties to this agreement entered into a Commission
         Agreement dated December 31, 1999 (the "Commission Agreement") under
         which Qorus agreed to pay a commission to NetDox for revenue generated
         by Qorus as a result of its agreement with Moore; and

         WHEREAS, no payments under the Commission Agreement have ever been made
         by Qorus to NetDox: and

         WHEREAS, the ultimate success of Qorus' electronic messaging services
         is uncertain due to on-going changes in technology, competition and the
         absence of an established market for such services; and

         WHEREAS, both Qorus and NetDox would prefer to convert the relatively
         uncertain commission obligation to a relatively fixed amount; now

         THEREFORE, for good and valuable consideration, the receipt and
         sufficiency of which are hereby acknowledged, the parties hereto,
         intending to be legally bound, agree as follows:

         1.       Qorus hereby conveys to NetDox (i) 64,843 shares of Series B
                  preferred stock (the "Series B Preferred Stock") of Tornado
                  Development, Inc., a California corporation ("Tornado"); (ii)
                  all accumulated paid-in-kind dividends thereon; and (iii)
                  warrants to purchase up to 125,000 shares of Tornado common
                  stock at a price of $0.60 per share (the "Tornado warrants").

         2.       NetDox hereby releases and forever discharges Qorus from all
                  past, present and future commission obligations precipitated
                  by the Commission Agreement.

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         3.       Qorus represents that title to the Series B Preferred Stock,
                  the dividends thereon and the Tornado warrants is conveyed
                  free of liens or other encumbrances.

         4.       Both Qorus and NetDox acknowledge that they have had
                  reasonable opportunity to conduct their own independent due
                  diligence concerning the foreseeable amount of future
                  commissions to be paid by Qorus and the fair market value of
                  Tornado's Series B preferred stock and Tornado warrants.
                  Neither party has relied upon any information, fact or
                  projection or drawn any conclusions without independent
                  investigation, which it deems sufficient.

         5.       This agreement may not be changed, modified, discharged or
                  terminated orally or in any manner, other than by an agreement
                  in writing signed by the parties hereto or their respective
                  successors and assigns.

         6.       If any provision of this Agreement is determined to be
                  invalid, illegal or unenforceable, such provision shall be
                  ineffective to the extent of such invalidity, illegality or
                  unenforceability, without invalidating the remainder of such
                  provision or the remaining provisions of this Agreement.

         7.       This Agreement shall be binding upon and shall inure to the
                  benefit of the parties hereto and their respective successors
                  and assigns. This Agreement shall be governed by and construed
                  in accordance with the internal substantive laws of the State
                  of Delaware without giving effect to conflict of laws
                  principles thereof, except if it is necessary in any other
                  jurisdiction to have the law of such other jurisdiction govern
                  this Agreement with respect to such matter.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
as of the date first written above.



QORUS.COM, INC.                                NETDOX, INC.


By:   /s/ THOMAS C. RATCHFORD                  By:     /s/  ROBERT T. ISHA
   -----------------------------                   -----------------------------
         Thomas C. Ratchford                              Robert T. Isha
       Chief Financial Officer                               Secretary