EXHIBIT 10.1

                            ASSET PURCHASE AGREEMENT

     This Asset Purchase  Agreement  ("Agreement")  made this APRIL 22, 2014, by
and between NETWORKING  PARTNERS,  INC., a Nevada  corporation,  857 Sarno Road,
Melbourne,  Florida 32935 ("Purchaser") and CHAD STEINHART,  an individual who's
registered address is located at 5044 North West 87th Terrace, Coral Springs, FL
33067 ("Seller").

                                    RECITALS

     WHEREAS, Chad Steinhart,  as the Seller, is the developer and sole owner of
a proprietary  integration  code for web development and software for voice over
internet  protocol  ("VoIP")  integration.  This works  together to form a total
solution  resulting in an internet  telephony service provider ("ITSP") platform
that  allows  hosted  private  branch  exchange  ("PBX")  in the cloud and other
telecom features.  This platform integrates several types of  telecommunications
carrier grade class 4 and class 5 soft-witches  from an open source framework by
Digium,  Inc. to licensed software and equipment and  infrastructure  providers,
Telinta,  Inc. and PortaOne,  Inc. This allows the convergence  around a carrier
grade billing platform  including  soft-switches as media applications for voice
and video calls,  conferencing,  interactive voice response ("IVR") applications
and unified messaging  applications  integrated into one simple web portal. This
integration is being purchased and allows the end using  businesses that pay for
service to have a robust PBX phone  system  including  phone lines hooked to the
Cloud. The integrations include the code,  infrastructure and equipment allowing
the soft-switches and web development to operate in a simple interface that uses
the technology  just mentioned and hosts the  integration  portal on the domains
www.SonantTelecon.com and www.SonantTelecom.net. This Agreement includes all the
code, web development  integrations and an infrastructure to facilitate being an
ITSP. It also  includes all of Seller's  vendor  relationships  and the lists of
businesses  that have  utilized the  technology on a test basis or are currently
using the  technology  on a trial  basis and are  willing to enter  into  formal
agreements to continue using the technology which will generate monthly residual
revenues to the owner. The following assets and development are to be included:

     1)   Please refer to Exhibit "A," attached hereto and  incorporated  herein
          by reference,  which includes a list and description of the assets and
          development being sold pursuant to this Agreement ("Assets").

     NOW,  THEREFORE,  in  consideration  of the mutual  covenants,  agreements,
representations and warranties  contained in this Agreement,  the parties hereto
agree as follows:

     SECTION 1. PURCHASE AND SALE

     Upon the terms and subject to the conditions of this Agreement,  the Seller
at the Closing (as hereinafter defined) hereby sells the above mentioned assets,
users and vendor  relations to the  Purchaser in  consideration  of  $6,250,000,
payable  by the  Purchaser's  issuance  of  625,000  SHARES  OF ITS  SERIES  "A"
CONVERTIBLE  PREFERRED  STOCK  ("PREFERRED A SHARES").  EACH PREFERRED "A" SHARE
shall  have 100 votes per share  and  shall be  convertible  into 100  shares of
Purchaser's  common stock,  such conversion  right to be exercisable on or after
the second anniversary of the Closing (as hereinafter defined).

     SECTION 2. EFFECTIVE DATE AND THE CLOSING

     The closing of the  purchase and sale of the Assets  hereunder  ("Closing")
shall occur on or before the fifth day following satisfactory  completion of the
following events:

     a)   Filing by Network Partners, Inc. of its Form 10-Q Quarterly Report for
          the fiscal  quarter ended  September  30, 2013,  and the filing of its
          Form 10-K Annual  Report for the fiscal year ended  December 31, 2013,
<PAGE>
          which shall necessarily  include audited financial  statements for the
          fiscal years ended December 31, 2013 and 2012, with the Securities and
          Exchange Commission.

     b)   Seller shall have delivered to the Purchaser a market valuation report
          of the Assets,  such  report to be prepared by a mutually  agreed upon
          non-affiliated  third party  expert,  and accepted by the Purchaser as
          satisfactory evidence of the value of the Assets.

     In the event that the Preferred "A" Shares are not delivered to Seller with
90 days from the Closing, this transaction shall be null and void.

     SECTION 3. REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller represents and warrants to the Purchaser as follows:

     3.1 DUE AUTHORITY.  Seller has all power and authority  necessary to enable
it to carry out the transactions  contemplated by this Agreement. This Agreement
is a valid and binding agreement of the Seller,  enforceable  against the Seller
in accordance with its terms.

     3.2 NO CONSENTS.  No authorizations,  approvals or consents are required to
permit the Seller to fulfill all of its obligations under this Agreement.

     3.4 NO BREACH.  The execution,  delivery and  performance of this Agreement
and the  consummation  of the  transactions  contemplated  hereby  will  not (i)
violate, conflict with or result in the breach of any of the terms of, result in
a material modification of, otherwise give any other contracting party the right
to terminate,  or constitute (or with notice or lapse of time or both) a default
under any  contract  or other  agreement  to which the  Seller is a party or the
Assets are subject;  (iii)  violate any order,  judgment,  injunction,  award or
decree of any court,  arbitrator or governmental or regulatory body against,  or
binding upon Seller,  or upon the properties or business of the Seller;  or (iv)
violate any statute,  law or  regulation of any  jurisdiction  applicable to the
Seller.

     3.5 OWNERSHIP OF THE WEB DEVELOPMENT INTEGRATION TECHNOLOGY.  The Seller is
the  developer  and sole owner of the Assets,  including,  but not limited to, a
proprietary  integration  code for web  development  and software for voice over
internet  protocol  (VoIP)  integration.  This  works  together  to form a total
solution  resulting in an Internet  Telephony  Service  Provider (ITSP) platform
that allows  hosted PBX in the cloud and other telecom  features.  This platform
integrates several types of telecommunications carrier grade class 4 and class 5
soft-switches  from;  an open  source  framework  by Digium,  Inc.  to  licensed
software and equipment and infrastructure  providers Telinta, Inc. and PortaOne,
Inc.  This  allows  the  convergence  around a carrier  grade  billing  platform
including  soft-switches  as media  applications  for  voice  and  video  calls,
conferencing,  IVR applications and unified messaging  applications resulting in
the integration into one simple web portal.  This integration is being purchased
and allows the end using  businesses  which pay for service to have a robust PBX
phone system including phone lines hooked to the Cloud. The integrations include
the code,  infrastructure  and  equipment  allowing  the  soft-switches  and web
development  to operate in a simple  interface  which uses the  technology  just
mentioned and hosts the integration portal on the domains  www.SonantTelecon.com
and  www.SonantTelecom.net.  The purchase  agreement  includes all the code, web
development  integrations and an  infrastructure to facilitate being an ITSP. It
also includes all its vendor relationships and the lists of businesses that have
utilized the technology on a test basis or are currently using the technology on
a trial basis and are willing to enter into formal  agreements to continue using
the technology which will generate  monthly residual  revenues to the owner. The
assets and  development  being sold hereunder by the Seller to the Purchaser are
described on Exhibit "A" attached hereto and incorporated herein by reference.

     The  Seller  is not a party to any  agreement,  written  or oral,  creating
rights  in  respect  to the  integration  technology  code  and web  development
integration  and  the  websites  that  use  this  technology  as of the  date of
execution of this contact.

                                       2
<PAGE>
     SECTION 4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

     The Purchaser represents and warrants to the Seller as follows:

     4.1 POWER OF  PURCHASER.  The  Purchaser has the full legal right and power
and all authority and approval required to enter into,  execute and deliver this
Agreement and to perform fully its obligations hereunder.

     4.2 DUE AUTHORITY.  The Purchaser has all power and authority  necessary to
enable it to carry out the  transactions  contemplated  by this  Agreement.  The
execution  and  delivery  of  this  Agreement  and  the   consummation   of  the
transactions  contemplated by it have been authorized by all necessary action on
the part of  Purchaser.  This  Agreement  is a valid and  binding  agreement  of
Purchaser,  enforceable against Purchaser in accordance with its terms.  Neither
the execution and delivery of this  Agreement by Purchaser nor the  consummation
of the  transactions  contemplated  by this Agreement will violate,  result In a
breach of, or constitute a default  under,  any agreement or instrument to which
Purchaser  is a party or by which  Purchaser  is bound,  or any  order,  rule or
regulation  of  any  court  or  governmental  agency  having  jurisdiction  over
Purchaser.

     4.3 NO CONSENTS.  No authorizations,  approvals or consents are required to
permit the Purchaser to fulfill its obligations under this Agreement.

     4.4 NO BREACH.  The execution,  delivery and  performance of this Agreement
and the  consummation  of the  transactions  contemplated  hereby  will  not (i)
violate, conflict with or result in the breach of any of the terms of, result in
a material modification of, otherwise give any other contracting party the right
to terminate,  or constitute (or with notice or lapse of time or both) a default
under any  contract  or other  agreement  to which  Purchaser  is a party;  (ii)
violate  any  order,  judgment,  injunction,  award  or  decree  of  any  court,
arbitrator  or  governmental  or  regulatory  body  against,   or  binding  upon
Purchaser, or upon the properties or business of Purchaser; or (iii) violate any
statute, law or regulation of any jurisdiction applicable to Purchaser.

     SECTION 5. COVENANTS

     5.1 Noncompetition  Covenant.  Seller covenants and agrees that neither the
Seller nor any of the Seller's immediate family members or other affiliates will
directly or indirectly for a three (3) year period following the Closing compete
with the  Purchaser or accept  employment  or otherwise  engage  anywhere in the
development, management or ownership of any business that would or could compete
with (i) the Purchaser's business after the Assets are acquired by the Purchaser
or (ii) the Purchaser's use, ownership and exploitation of the Assets.

     Seller  acknowledges  that this  covenant not to compete is a critical term
and  consideration  for this Agreement without which Purchaser would not acquire
the Seller's Assets.  Therefore, upon breach of any provision of this Section 5,
Purchaser will be entitled to injunctive  relief,  since the remedy at law would
be  inadequate  and  insufficient,  and the  Purchaser  will be entitled to such
monetary damages as it can show it has sustained because of such breach.

     If any provision of this Section 5 is held to be  unenforceable  because of
the duration of such  provision or the area covered  hereby,  the parties  agree
that the court  making  such  determination  will  have the power to reduce  the
duration  and/or  area of such  provision,  and/or to delete  specific  words or
phrases,  and in its reduced form such provision  will then be  enforceable  and
will be enforced.

                                       3
<PAGE>
     SECTION 6. INDEMNITY

     6.1  INDEMNIFICATION  PROCEDURE.  A party (an "Indemnified  Party") seeking
indemnification  shall give prompt notice to the other party (the  "Indemnifying
Party")  of any claim for  indemnification  arising  under  this  Section 6. The
Indemnifying  Party shall have the right to assume and to control the defense of
any such claim with counsel reasonably  acceptable to such Indemnified Party, at
the Indemnifying Party's own cost and expense, including the cost and expense of
reasonable attorneys' fees and disbursements in connection with such defense, in
which event the  Indemnifying  Party shall not be  obligated to pay the fees and
disbursements of separate counsel for such in such action.

     In the event,  however,  that such Indemnified  Party's legal counsel shall
determine  that  defenses may be available  to such  Indemnified  Party that are
different from or in addition to those available to the  Indemnifying  Party, in
that there  could  reasonably  be  expected to be a conflict of interest if such
Indemnifying  Party and the  Indemnified  Party have common  counsel in any such
proceeding,  or if the  Indemnified  Party has not  assumed  the  defense of the
action or proceedings,  then such Indemnifying Party may employ separate counsel
to represent or defend such Indemnified  Party, and the Indemnifying Party shall
pay the reasonable fees and disbursements of counsel for such Indemnified Party.
No  settlement  of any  such  claim  or  payment  in  connection  with  any such
settlement  shall be made without the prior  consent of the  Indemnifying  Party
which consent shall not be unreasonably withheld.

     SECTION 7. MISCELLANEOUS

     7.1 NOTICES. Any notice or other communication  required or which may given
hereunder  shall be in writing and shall be delivered  personally,  telegraphed,
telexed,  sent by facsimile  transmission or sent by certified,  registered,  or
express  mail,  postage  prepaid,  and shall be deemed  given when so  delivered
personally, telegraphed, telexed or sent by facsimile transmission or if mailed,
four (4) days after the date of mailing, as follows:

            IF TO THE SELLER:

            Chad Steinhart,
            5044 North West 87th Terrace,
            Coral Springs, FL 33067.

            IF TO THE PURCHASER:

            Networking Partners Inc,
            857 Sarno Road,
            Melbourne, FL 32935.

            WITH COPY TO:

            David E. Wise, Esq.
            The Colonnade
            9901 IH-10 West, Suite 800
            San Antonio, Texas 78230.

     Any party may by notice given in accordance  with this Section to the other
parties designate another address or person for receipt of notice hereunder.

     7.2 ENTIRE AGREEMENT.  This Agreement and any collateral agreement executed
in connection with the  consummation  of the  transactions  contemplated  herein
contain  the entire  agreement  among the  parties  with  respect to the subject
matter hereof and related  transactions,  and  supersede  all prior  agreements,
written or oral, with respect thereto.

                                       4
<PAGE>
     7.3 WAIVERS  AND  AMENDMENTS.  This  Agreement  may be  amended,  modified,
superseded,  canceled,  renewed or extended, and the terms and conditions hereof
may be waived,  only by a written  instrument  signed by the  parties or, in the
case of a waiver, by the party waiving compliance.

     7.4  GOVERNING  LAW.  This  Agreement  shall be governed  and  construed in
accordance with the laws of the State of Nevada and jurisdiction shall be in the
State of Florida.

     7.5 HEADINGS.  The headings in this  Agreement  are for reference  purposes
only and shall not in any way  affect  the  meaning  or  interpretation  of this
Agreement.

     7.6  SEVERABILITY.  If any  term or  provision  of this  Agreement,  or the
application  thereof to any person or  circumstance  shall,  to any  extent,  be
determined by a court of competent  jurisdiction to be invalid or unenforceable,
the remainder of this Agreement or the  application of such term or provision to
persons or  circumstances  other  than  those as to which it is held  invalid or
unenforceable,  shall not be affected  thereby,  and each term and  provision of
this Agreement  shall be valid and enforced to the fullest  extent  permitted by
law.

     7.7 SURVIVAL OF REPRESENTATIONS AND INDEMNIFICATION.

     All statements contained in any Exhibit, Schedule, document, certificate or
other instrument delivered by or on behalf of any party hereto, or in connection
with the transactions contemplated hereby, shall be deemed to be representations
and  warranties  made  pursuant to this  Agreement  by such party along with the
representations  and  warranties  made  pursuant  to  this  Agreement,  and  the
provisions  of, and  obligations  of the Seller,  contained in Section 5 hereof,
shall  survive  the  consummation  of  the  transactions  contemplated  by  this
Agreement and the investigations made by or on behalf of any of the parties.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
first above written.

SELLER:

Chad Steinhart, an individual


/s/ Chad Steinhart
-----------------------------------
Chad Steinhart - Owner
April 22, 2014

PURCHASER:

Networking Partners, Inc.


/s/ Enzo Taddei
-----------------------------------
Enzo Taddei
Chief Executive Officer
April 22, 2014

                                       5
<PAGE>
                                   EXHIBIT "A"

1.   The name, reputation and ownership of the domain  www.SonantTelecom.com and
     www.SonantTelecom.net.

2.   The  Logo  attached  to  the  domain  www.SonantTelecom.com   "Sonant  from
     Consonant. Meaning as of sound.

3.   Ownership of the domain www.CallPerformanceMetrics.com.

4.   Ownership of the domain www.LeadInfoPortal.com.

5.   Rights to the Facebook fan page www.Facebook.com/SonantTelecom.

6.   Rights to the twitter account for Sonant Telecom.

7.   Search  engine  optimization  work  behind  www.SonantTelecom.com  and  its
     placement.

8.   Rights for the LinkedIn  Account of Sonant Telecom and Chad Steinhart which
     promotes the integration.

9.   Proprietary  software  code that is  solely  owned by Chad  Steinhart  that
     integrates and combines the different platforms to create an ITSP.

10.  Relationship  and people or companies that use the web  development  portal
     created by Chad Steinhart that generates  monthly  reoccurring  revenue for
     telecommunication services to Chad Steinhart.

11.  Relationships  established  that  allow  for the  integration  to make  the
     technology   work   including   vendors,   hosting,    datacenters,    VoIP
     telecommunications  providers, merchant service gateways, merchant provider
     and/or bandwidth providers.

12.  Integration of the portal to Telintas PortaOne  soft-switches which include
     both front end web development and back end portal design.

13.  Front End Web Design for Sonant Telecom which  includes:  Integration  with
     Authorize.net  payment  gateway,  Shopping Cart and Client Portal  Entrance
     allows admin and user login.

14.  Front End Integration  with back end CMS admin that controls  integrations:
     Allows   complete   control  of  Front  End  content,   allows   Choice  of
     telecommunications   products   within   Telinta's   Telecore,   PortaOne's
     PortaSwitch  Procinctus  platform  and  integration  with ITSP  Vendors  to
     provide termination and origination of both inbound and outbound calling.

15.  Unique  Integrations  with  vendors  to allow  quick  provisioning  of VoIP
     Telephone lines and PBX functionality.  This proprietary integration allows
     a  reduction  of  working  staff to support  the  business:  This  includes
     integration  and  relationship  with 19  Engineers  who monitor and develop
     around the clock to maintain 100% uptime  guarantee.  The highest uptime in
     the industry today.  Around-the-clock access to experienced technical staff
     24/7/365.


/s/ Enzo Taddei                                   /s/ Chad Steinhart
------------------------------                    ------------------------------
Enzo Taddei                                       Chad Steinhart

                                       6
<PAGE>
16.  Access to the Ukrainian development team which are now paid per maintenance
     and per new development and no longer permanent  staffing which cuts costs.
     Unique  integration  to allow for CMS of any type of investor  information.
     Unique  integration  to allow approval  system for accredited  investors so
     only approved can see pertinent information.

17.  Administrative   Customer   Relationship   Management  (CRM)  for  possible
     investors and approval investors system to see offering documentation.

18.  Unique trouble management system or Ticket management system (TMS)

19.  Unique  checkout  cart  integration  with  PortoOne's   billing   platform,
     authorize.net integration and Citibank Merchant Services.

20.  PCI  compliance  with Citibank to allow web credit card  information  to be
     secure when transmitted.

21.  Integration  of  Databases  with  Telintas  and PortaOne to allow or create
     daily backups of all servers and billing data. This state-of-the-art unique
     offsite backup process replicates the data created daily and then safeguard
     it in multiple locations using cloud technologies.

22.  Proprietary  integration  with Telinta;s  Telecor and  Procinctus  Platform
     which allows communication between Sonant's backend interface and Telinta's
     Telecor which infrastructure  consists of 36 servers with PortaOne licenses
     allowing  the  environments  to have triple  redundancy.  This  integration
     programmed in Cake PHP utilizes SOAP and POST / GET integrates Sonant's web
     portal and controls the equipment which allows the Sonant system to perform
     the ITSP function that it's capable of.

23.  Customer portal allowing control of their own hosted PBX environment  which
     allows web integration  with Telinta's  Telecore and PortaOne's  Procinctus
     Platform allowing the layperson to monitor and control their business class
     phone system in a simple user friendly manner.

24.  Setup of all telecom products in Telinta PortaOne Procintus Platform.  This
     includes the programming of wholesale VoIP dollar loads, programming of the
     product  of  predictive  dialer  licenses,   programming  of  call  groups,
     programming  allowing charges for call recording,  programming to allow for
     call  queues,  programming  to allow  for  conference  rooms  and  charges,
     programming  for  telecom  inbound  trunks  and toll free  inbound  trunks,
     programming for International long distance services,  programming allowing
     predictive  dialers,  programming  allowing for charging for seat lease for
     dialers,  programming for charging for long distance charges for predictive
     dialers at different  rates,  programming  for  geographic  phone lines and
     charges,  programming  for allowing to charge for Pay Per Call at different
     increments,  programming for unlimited inbound and outbound phone calls and
     its monthly residual charges,  programing for metered phone lines and their
     charges,  programming  for time clock for employees,  programming  for auto
     attendants  and their  charges,  programming  for inbound and  outbound fax
     solutions and its charges,  programming for international long distance and
     the rates that are associated with calling to different areas,  programming
     for voice mailboxes and its charges.


/s/ Enzo Taddei                                   /s/ Chad Steinhart
------------------------------                    ------------------------------
Enzo Taddei                                       Chad Steinhart

                                       7
<PAGE>
25.  Programming  system to allow for both  Prepaid and postpaid  VoIP  billing,
     allowing  real-time  CDRs and call  metrics,  to allow  complete  wholesale
     solutions as well as retail  soft-switch  solutions that give comprehensive
     reports. System will give real-time analysis of calls and call logs. System
     is  highly  customizable  for  future  programming  needs  and  allows  for
     multi-language  users in its separate  administrative web portal and allows
     for  custom  IVR  programming.   The  system  will  allow  calculations  in
     multiple-currency  for  billing in  different  geographic  areas and has an
     Auto-fetch  current Exchange Rates algorithm to get current exchange rates.
     The system has the  ability to do  flexible  call  routing  (LCR,  Priority
     based,  fail-over,  adaptive).  System  will  allow  integration  with many
     different  payment  providers  and gateways to allow credit card and PayPal
     payments.  System will allow  customized  invoices for each person who uses
     the system as an ITSP.  System  programmed to allow for NAT Traversal which
     is completely  support.  Entire system set to be CODEC transparent to allow
     quickest navigation and lowest latency. System allows transparent H-323 and
     SIP protocol  conversion and logs. System can be set for voice VPN (Virtual
     Private Network) options to allow in areas where VoIP cannot be transverse.
     System is not closed end and will allow full XML SOAP API  integrations  in
     the future.

26.  Coding and  integration  to Telicor and  Portaone to allow  telephone  line
     provisioning less than one minute.

27.  Proprietary web integration  and  development of Call  Performance  Metrics
     Dashboard.

28.  Proprietary web integration and development of Call Switchboard.

29.  Full  diagnostic  guide  and  support  system  included  to  trouble  shoot
     problems.

30.  Plus any and all related  assets,  including  trade  secrets,  intellectual
     property, drawings,  engineering plans, etc. necessary for the Purchaser to
     access,  exploit and market the Assets and their derivative  businesses and
     income streams.

     WHEREAS,  the Purchaser  represents that the following assets acquired have
been  acknowledged  partially  completed and are also included with the sale for
purchase for future development and rollout:

     *    Web  development  of  proprietary  Call  Metrics  Dashboard  for  Call
          Performance Marketing that will be released in Asia to be the only one
          of its kind with no competition in the area.
     *    Partial  code  and  developmental  stage  of  a  smartphone  softphone
          application for both IPhone and Android.
     *    Preliminary  drawings  and design of a dual sim card system for IPhone
          and  Android  that  will  allow   banding  and  bonding  of  bandwidth
          aggregation.
     *    Preliminary  code  for  the  development  of  the  bonding   bandwidth
          application.
     *    Partial code and development and integration of front end website with
          backend portal redesign to allow it to be responsive and be updated.


/s/ Enzo Taddei                                   /s/ Chad Steinhart
------------------------------                    ------------------------------
Enzo Taddei                                       Chad Steinhart

                                       8
<PAGE>
     WHEREAS,  the Seller  represents that the following  assets acquired are
complementary to the Purchaser and included in the sale:

     *    The domain www.SonantTelecom.com and www.SonantTelecom.net.
     *    The Social Media surrounding Sonant Telecom.
     *    Search Engine Optimization of the above domains and social media.
     *    Predictive dialer integrated for licensing for large call centers.
     *    Proprietary  code and  development  of  system  nicknamed  "Caller  ID
          Thingy",  (CIT for short)  allowed  call  centers to dial into an area
          code using a caller id  belonging  to that area code by  automatically
          purchasing  the DID  before it dialed  into the called  specific  area
          code.



/s/ Enzo Taddei                                   /s/ Chad Steinhart
------------------------------                    ------------------------------
Enzo Taddei                                       Chad Steinhart

                                       9