ASSET PURCHASE AGREEMENT

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this “Agreement”) is entered into this 19 ^th 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:

(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.

2. Consideration.

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.

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

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