FORM OF ASSET CONTRIBUTION AGREEMENT

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Exhibit 99.2--Information submitted to Shareholders related to the Bigwater

transaction consent resolution

EXHIBIT 99.2(A)--FORM OF ASSET CONTRIBUTION AGREEMENT

THIS ASSET CONTRIBUTION AGREEMENT (this "Agreement") is made and entered as of

the date executed as indicated on the signature page by and between BigWater

Technologies, Inc., a Delaware corporation ("BigWater"), and the individuals

listed on Exhibit A attached hereto (collectively the "Contributors").

A. The Contributors, as a group referred to as Assentive Purchase Group LLC,

entered into an Asset Purchase and Sale Agreement dated on or about April 18,

2002 ("Asset Purchase"), with Assentive Solutions, Inc. ("Assentive") to

purchase certain identified assets ("Assets") from Assentive. The Assets were

purchased with approximately $98,000 that Contributors were entitled to receive

as a distribution upon the dissolution and winding up of Assentive as Assentive

Series AA Preferred Share stockholders. In lieu of the $98,000, Contributors

elected to receive the Assets. Accordingly, Contributors currently own an

undivided pro rata interest in the Assets based upon their prior aggregate

ownership of Assentive Series AA Preferred Shares.

B. The Asset Purchase was arranged and carried out by James A. Egide, Chett B.

Paulsen, and Edward B. Paulsen who are the founders of BigWater (the

"Founders"). The Founders also arranged for and took delivery of and are

currently holding the Assets for the benefit of the Contributors.

C. The Founders and Contributors by arranging the Asset Purchase, entering into

the Asset Purchase, and taking delivery of the Assets intended to receive the

Assets for and on behalf of an entity which could develop and implement a

business plan to place the Assets into service through the efforts of the

Founders.

D. In order to implement the intent of the Contributors and the Founders, the

parties now desire to enter into this Agreement where by the Assets are

transferred to BigWater within which the Founders are empowered to implement

their business plan and place the Assets into service and the Contributors

receive an ownership interest in BigWater.

NOW, THEREFORE, in consideration of the mutual covenants herein contained and

other good and valuable consideration, the receipt and sufficiency of which is

hereby acknowledged, BigWater and Contributors agree as follows:

1. CONTRIBUTION OF ASSETS.

1.1 Contribution of Assets. Subject to the provisions of this Agreement, the

Contributors agree to contribute to BigWater, and BigWater agrees to

receive from the Contributors, as of April 18, 2002 (the "Effective Date")

all right, title, and interest in and to the Assets specifically identified

On Exhibit B attached hereto and incorporated herein.

1.2 Waiver of Rights. Upon entering into this Agreement, the Contributors