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ASSET PURCHASE AGREEMENT

     THIS ASSET PURCHASE AGREEMENT (this Agreement), is entered into as May 11, 2007, by and between WQN, INC., a Delaware corporation (Buyer), and CLEVERBYTE, INC., an association incorporated under the laws of the State of Queensland, Australia (Seller).

W I T N E S S E T H

     WHEREAS, Seller is the owner of assets, intellectual property, products, services, and general intangibles related to the software program My Nabyoo (the Business).

     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:

ARTICLE I
PURCHASE AND SALE OF ASSETS

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 Sellers 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, all source and object code versions of the My Nabyoo software, the content of the website www.mynabyoo.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 My Nabyoo (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 Sellers (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

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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 Business (the Intellectual Property Rights).

          (c) Records And Files. All records, files, invoices, copies of accounting records, copies of business records, and other data related to the Business, Software, or the Contracts.

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.