ASSET PURCHASE AGREEMENT

THIS ASSET PURCHASE AGREEMENT (this “ Agreement ”), is entered into as of July 1, 2009, by and between Blindspot Alert, Inc., a Nevada corporation (“ Buyer ”), and WQN, Inc., a Delaware corporation (“ Seller ”).

WHEREAS ,   Seller is the owner of assets, intellectual property, products, services, and general intangibles related to the software program “WebSafety” (the “ Assets ”).

WHEREAS , Seller desires to sell to Buyer, and Buyer desires to acquire from the Seller, the Purchased Assets (as defined below), all subject to the terms and conditions hereinafter set forth; and

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.1           Purchased Assets To Be Transferred .  Subject to the terms and conditions of this Agreement, at the Closing (as defined below), Seller shall sell, transfer, convey, assign, and deliver to Buyer, and Buyer shall purchase and accept, the Purchased Assets, free and clear of any mortgage, security interest, pledge, lien, charge or other encumbrance (each, an “ Encumbrance ”).  The Seller expressly agrees that the sale of the Purchased Assets constitutes a transfer of all of the Seller’s rights with respect to the Purchased Assets, and that the Seller neither reserves, nor has granted, nor is aware of, any rights to market or otherwise transfer the Purchased Assets.  The “ Purchased Assets ” shall mean, and consist of the name WebSafety, all source and object code versions of the WebSafety software, the content of the website www.websafety.com, and any code, modules, libraries, routines, functions, applications, databases, interfaces, filters, and components included or related to any of the foregoing, including, without limitation, the software identified in Schedule 1.1(a) (the “ Software ”), the Uniform Resource Locator on the world wide web for WebSafety (the “ URL ”), and all of the rights, claims and assets (of every kind, nature, character and description, whether real, personal or mixed, whether tangible or intangible, whether accrued, contingent or otherwise, and wherever situated) that relate to the Software, including the following:

(a)            Documentation .  All right, title and interest in or to any end user or design documentation, specification, or description of the Software, including, without limitation, the documentation identified in Schedule 1.1(a) hereto (the “ Documentation ”).

(b)            Intellectual Property Rights .  All right, title and interest in or to any of Seller's (a) United States patents, patent applications, continuations, continuations-in-part, divisions, reissues, patent disclosures, inventions (whether or not patentable) and improvements thereto, (b) United States trademarks, service marks, logos, trade dress and trade names or other source-identifying designations or devices, (c) United States copyrights, works of authorship and design rights, whether registered or unregistered, and pending applications to register the same, (d) Internet domain names and registrations thereof, and (e) confidential ideas, trade secrets, computer software, including source code, know-how, works-in-progress, concepts, methods, processes, inventions, invention disclosures, formulae, reports, data, customer lists, mailing lists, business plans or other proprietary information relating to the Software or the Assets (the “ Intellectual Property Rights ”).

1.2           Liabilities Not Assumed .  Except as set forth on Schedule 1.3, Buyer is not assuming, and will not assume or perform any liabilities or obligations of Seller.

2.1           Purchase Price .  At the Closing (as defined below), Buyer shall (a) pay to the Seller an amount equal to __________ shares of Buyer’s unregistered and restricted common stock, par value $0.001 USD per share (the “ Common Stock ”)  (such amount as it may be increased or decreased pursuant to the terms hereof, being, the “ Purchase Price ”).

3.1           Closing Date .  The closing (“ Closing ”) of the transactions contemplated hereby shall occur on June __, 2009 (the “ Closing Date ”).

3.2           Deliveries by Seller .  At the Closing, Seller shall deliver the following to Buyer:

A.           This fully executed Asset Purchase Agreement;

B.           A fully executed Bill of Sale in the form of Exhibit A ;

C.           Fully executed third party consents and/or approvals, as may be necessary; and

D.           Title to and possession of the Purchased Assets.

3.3           Deliveries by Buyer .  At the Closing, Buyer shall deliver the following to Seller:

A.           The Purchase Price, constituting a certificate representing the shares of common stock in the Buyer described in Section 2.1; and

B.           Such other agreements, documents, certificates and instruments as Buyer may reasonably request as being necessary in order to effectuate the transactions contemplated by this Agreement.

4.1           Board Approval .    Buyer shall have obtained all board of director approval necessary to consummate the transactions contemplated by this Agreement.

5.1           Representations and Warranties of Seller .  As of the Closing Date, Seller represents and warrants to Buyer as follows:  (a) Seller is duly organized, validly existing and (if applicable) in good standing under the laws of its jurisdiction of organization and Seller has all requisite corporate power and authority to own and operate the Purchased Assets, to carry on its business as now conducted and to enter into this Agreement and any other agreement to which it is a party; (b) this Agreement is, and the other agreements when executed and delivered will be, the legal, valid and binding obligations of Seller, each enforceable against Seller in accordance with their respective terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws generally affecting creditors’ rights and by equitable principles; (c) Seller has taken all action and obtained all consents necessary to authorize the execution, delivery and performance of this Agreement; (d) Seller has good and marketable title to the Purchased Assets, free and clear of all liens, claims, and encumbrances of any kind; (e) the execution and performance of this Agreement and the other agreements to which it is a party do not conflict with, or constitute a default under, any agreement to which Seller is party or by which Seller is bound; (f) except as disclosed to Buyer in writing, Seller is not party to any litigation related to the Purchased Assets and is not, to its knowledge, the subject of any government investigation, and Seller has no knowledge of any pending litigation or investigation or the existence of circumstances that reasonably could be expected to give rise to such litigation or investigation related to the Purchased Assets; (g) Seller does not have any obligation or liability (whether accrued, absolute, contingent, unliquidated or otherwise, whether due or to become due and regardless of when asserted) required to be disclosed in a balance sheet prepared in accordance with GAAP (including the notes thereto) arising out of transactions entered into at or prior to the Closing Date, or any action or inaction at or prior to the Closing Date, or any state of facts existing at or prior to the Closing Date in any way related to the Purchased Assets other than:  (A) liabilities set forth on the latest financial statements (including any notes thereto) provided to the Buyer (the “ Financial Statements ”) and (B) liabilities and obligations which have arisen after the date of the Financial Statements in the ordinary course of business (none of which is a liability resulting from breach of contract, breach of warranty, tort, infringement, claim or lawsuit, unless such liability is either fully covered by insurance (subject to normal deductibles or retentions) or is not, individually or in the aggregate with all such other liabilities, material); (h) all of the Purchased Assets are in good operating condition; and (i) no representation or other statement made by Seller to Buyer in this Agreement or any certificate or instrument delivered by Seller to Buyer in connection herewith (taken together with all such representations, statements, certificates and instruments delivered by Seller) contains any untrue statement of a material fact or omits to state a material fact necessary to make any statements made to Buyer not misleading.

5.2           Intellectual Property Rights .

(a)           No Intellectual Property Rights of any third party are necessary to conduct the sale of the Purchased Assets.  All of the Seller’s Intellectual Property Rights are subsisting, valid, and enforceable.

(b)           Neither the Seller, nor the use or the intended use of the Purchased Assets, infringes, misappropriates or otherwise violates the Intellectual Property Rights of any third party and, to the knowledge of Seller, no Person has asserted any claim of the foregoing or challenging the ownership, validity, or enforceability of any Intellectual Property Rights owned, licensed, or used by the Seller.  Immediately subsequent to the Closing, any Intellectual Property Rights owned or used by the Seller immediately prior to the execution hereof will be owned by or available for use by such Seller on terms and conditions identical to those under which such Seller owned or used the Intellectual Property Rights immediately prior to the execution hereof.  The Closing hereof shall not terminate or alter (or give rise to any right to terminate or alter) any Contract granting rights to any Intellectual Property Rights or give rise to or allow any third party to exercise any additional right or impose any additional restriction on Seller under any Contract granting rights to any Intellectual Property Rights.

(c)           Seller does not license, use, or distribute any open source software, free source software, freeware, or any other software copied, downloaded, licensed, or otherwise obtained pursuant to terms, notices, or other commitments or understandings that would: (i) prevent Seller from obtaining a patent on any Proprietary Software; or (ii) require Seller to disclose, license, distribute or otherwise make available any Proprietary Software, without material consideration, or the source code of any Proprietary Software, whether with or without consideration, to any third party.  " Proprietary Software " shall mean software developed by or for Seller or for which a Seller owns or holds an exclusive license to the copyright or any patentable invention embodied by such software, in each case whether or not such copyright or patentable invention is registered or perfected.

(d)           Seller owns and possesses the entire and exclusive right, title and interest in and to any Intellectual Property Rights free and clear of any encumbrance or restriction.

6.1           Representations and Warranties of Buyer .  Buyer represents and warrants to Seller as follows:

A.            Organization .  Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada, and has all requisite corporate power and authority to carry on its business as presently conducted, to own and operate the properties owned by it and to enter into this Agreement and perform its obligations hereunder.

B.            Authority Relative to Agreement .  The execution, delivery and performance by Buyer of this Agreement have been duly and effectively authorized by all necessary corporate action.  This Agreement has been duly executed and delivered by Buyer and is a legal, valid and binding obligation of Buyer enforceable against it in accordance with its terms.

C.            Brokers, Finders, Etc .   All negotiations relating to this Agreement and the transactions contemplated hereby and thereby have been carried on without the intervention of any person acting on behalf of Buyer in such manner as to give rise to any valid claim against Seller for any brokerage of finder’s commission, fee or similar compensation.

7.1           Use of Names .  Seller covenants that as of the Closing Date, Seller shall abandon and cease use of the name “WebSafety.”  Additionally, Seller covenants to perform such actions and execute such documents as shall be required or requested to immediately transfer the URL to Buyer after Closing.

7.2           Confidentiality, Non-Compete and N