ASSET PURCHASE AGREEMENT



         This Asset Purchase Agreement (the "Agreement") is made and entered

into as of this 4th day of February 2000 by and between Barbara Hoffman

(hereinafter referred to as the "Seller") and Inter-Call-Net Teleservices, Inc.,

a Florida corporation (hereinafter referred to as the "Company" or the

"Purchaser") (collectively referred to as the "Parties").



                                   WITNESSETH:



         WHEREAS, Seller desires to sell the domain name, HELPMENOW.COM (the

"Domain Name"), and all of her right, title and interest therein, including but

not limited to any trademark rights that may now or later relate to the Domain

Name, to the Purchaser; and



         WHEREAS, the Purchaser desires to purchase the Domain Name, and all of

the Seller's right, title, and interest therein, including but not limited to

any trademark rights that may now or later relate to the Domain Name, from the

Seller on the terms and conditions set forth herein;



         NOW, THEREFORE, in consideration of the promises, mutual covenants,

terms and conditions contained herein, the receipt and sufficiency of which is

hereby acknowledged by the Parties hereto, it is agreed by and between the

Parties, as follows:



         1.       The recitals set forth above are true and correct.



         2. The Seller hereby sells the Domain Name and all of her right, title

and interest therein, including but not limited to any trademark rights that may

now or later relate to the Domain Name, and the good will associated therewith,

to the Purchaser and the Purchaser hereby purchases from the Seller the Domain

Name and all of her right, title and interest therein, including but not limited

to any trademark rights that may now or later relate to the Domain Name, on the

terms and conditions set forth herein.





         3. Seller represents and warrants to the Purchaser: (a) that the Seller

is duly authorized to enter into this Agreement and to undertake the Seller's

obligations set forth herein; (b) that no approvals are required from any third

party for the Seller to enter into this Agreement and/or to undertake the

Seller's obligations set forth herein; (c) that the Domain Name is beneficially

owned by the Seller free and clear of any and all liens, claims, and/or

encumbrances, and that the execution of this Agreement by the Seller and the

undertaking by the Seller of the Seller's obligations set forth herein will not

create any lien, claim and/or encumbrance; (d) to the Seller's knowledge, that

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