BENTLEY COMMERCE CORP
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>bentley_8kex10-1.txt
<TEXT>
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                                                                    EXHIBIT 10.1

                            ASSET PURCHASE AGREEMENT
                            ------------------------


                            ASSET PURCHASE AGREEMENT


         THIS ASSET PURCHASE AGREEMENT (THIS "AGREEMENT") IS MADE BY AND BETWEEN
KEN GASPER D/B/A THE HOSPITALITY EXCHANGE (THE "SELLING PARTY") AND BENTLEY
COMMERCE CORP., A FLORIDA CORPORATION ("PURCHASER"), EFFECTIVE AS OF APRIL __,
2004 (THE "EFFECTIVE DATE").

         This Agreement is entered into with reference to the following facts:

         A. The Selling Party provides marketing and trade services to the
hospitality industry, more specifically hotels, motels and bed & breakfast's
(the "Business"). The Selling Party has developed a network for property owners
and managers to trade their accommodations with one another and has since been
expanded to include trading with business owners who trade through organized
barter exchanges. The Selling Party's primary asset is its database of members,
who have been educated or currently being educated about the benefits of barter,
and its website.

         B. Purchaser is a fully reporting U.S. (OTCBB) publicly-held company,
formed as a Florida corporation on February 28, 1992 under the name Fogilstone
Development, Inc., developing a new marketplace and distribution channel for
worldwide barter and trade. Purchaser is interested in acquiring the assets of
the Selling Party in furtherance of its business plan.

         C. The Selling Party and Purchaser have negotiated for the sale and
purchase of the assets of the Selling Party related to the Business pursuant to
the terms and conditions set forth herein.

         D. Purchaser desires to acquire from the Selling Party, and the Selling
Party desires to sell to Purchaser, the Assets (as defined below) under the
terms and conditions set forth herein.

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


<PAGE>

1.       PURCHASE AND SALE OF ASSETS.

         1.1 SALE OF ASSETS. Subject to the provisions of this Agreement, on the
Effective Date, the Selling Party agrees to sell to Purchaser, and Purchaser
agrees to purchase from the Selling Party, all rights, title and interest of the
Selling Party in and to the assets, properties and rights of the Selling Party
used in the Business that are described on Schedule 1.1, free and clear of any
and all mortgages, security interests, liens, options, pledges, equities,
claims, charges, restrictions, conditions, conditional sale contracts and any
other adverse interests or other encumbrances of any kind whatsoever
(collectively, the "Assets"). In connection with the foregoing, the parties
shall execute the General Assignment and Bill of Sale in the form attached
hereto as Exhibit A.

         1.2 ASSUMPTION OF LIABILITIES. Upon the sale and purchase of the
Assets, the Selling Party shall have no further liability for, and Purchaser
shall assume and agree to pay, handle, defend or discharge any and all damages,
liabilities and expenses which may be sustained or suffered by the Selling Party
by reason of the liabilities, contracts, obligations, leases and agreements
relating to the Assets, if any, specifically set forth and described on Schedule
1.2 attached hereto (collectively, the "Assumed Liabilities").

         1.3 LIABILITIES NOT ASSUMED. Except for the Assumed Liabilities, the
Selling Party agrees that Purchaser shall not be obligated to assume or perform
and is not assuming or performing any, and the Selling Party shall remain
responsible for and shall indemnify, defend (with counsel reasonably acceptable
to Purchaser and reasonable attorneys fees paid for by the Selling Party) and
hold harmless Purchaser from and against all, liabilities and obligations of the
Selling Party, whether known or un known, and regardless of when such
liabilities or obligations may arise or may have arisen or when they are or were
asserted (collectively, the "Retained Liabilities").

         1.4 PURCHASE PRICE. As consideration for (i) the sale to Purchaser of
the Assets and (ii) the covenant not to compete set forth in Section 7 below,
Purchaser shall pay to the Selling Party a purchase price (the "Purchase Price")
comprised of the following:

                  COMMON STOCK. On the Effective Date, Purchaser shall deliver
         to the Selling Party Two Million (2,000,000) shares of the Purchaser's
         Common Stock, restricted with a Rule 144 legend (the "Shares").

         1.5 TRANSFER OF ASSETS. Except for the liens and encumbrances described
on Schedule 1.5 hereto (collectively, the "Liens and Encumbrances"), the Selling
Party shall sell, convey, transfer, assign and deliver the Assets to Purchaser,
free and clear of any and all mortgages, security interests, liens, options,
pledges, equities, claims, charges, restrictions, conditions, conditional sale
contracts and any other adverse interests or other encumbrances of any kind
whatsoever.


<PAGE>

2.       REPRESENTATIONS AND WARRANTIES OF THE SELLING PARTY.

         The Selling Party hereby represents and warrants as follows:

         2.1 AUTHORITY. The Selling Party has full power and authority to enter
into this Agreement and the documents and other agreements contemplated hereby
and to carry out the transactions contemplated hereby and thereby. All necessary
action has been taken by the Selling Party to authorize the execution, delivery,
and performance of this Agreement and each of the documents and other agreements
contemplated hereby to be executed by the Selling Party, and this Agreement and
each such document and other agreement is the valid and binding obligation of
Selling Party.

         2.2 TITLE TO ASSETS. Except as provided in Section 1.5, the Selling
Party has and on the Effective Date will convey and transfer to Purchaser, good,
complete and marketable title to all of the Assets, free and clear of any and
all mortgages, security interests, liens, options, pledges, equities, claims,
charges, restrictions, conditions, conditional sale contracts and any other
adverse interests or other encumbrances of any kind whatsoever.

         2.3 CONSENTS. Except as set forth on Schedule 2.3 attached hereto, no
consents of third parties are required for the sale, conveyance, assignment, and
transfer from the Selling Party to Purchaser of all the Selling Party's right,
title and interest in and to the Assets.

         2.4 LITIGATION AND PROCEEDINGS. There is no action, suit, proceeding or
investigation of any kind pending or, to the best of the knowledge of the
Selling Party, threatened, against the Selling Party, regarding the Assets or
the transactions contemplated in this Agreement.

         2.5 INVESTMENT REPRESENTATIONS.

                            (a) Selling Party is acquiring the Shares for his
own account, not a nominee or agent, for investment and not with a view to, or
for resale in connection with, any distribution or public offering thereof
within the meaning of the Securities Act of 1933, as amended (the "Securities
Act").

                            (b) Selling Party understands that (A) Shares have
not been registered under the Securities Act by reason of a specific exemption
therefrom, that they must be held by him indefinitely, and that he must,
therefore, bear the economic risk of such investment indefinitely, unless a
subsequent disposition thereof is registered under the Securities Act or is
exempt from such registration; (B) each certificate representing the Shares will
be endorsed with a legend in substantially the following form:


<PAGE>

         THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
         UNDER THE SECURITIES ACT OF 1933, AS AMENDED, (THE "SECURITIES ACT")
         AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED EXCEPT
         PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
         ACT COVERING SUCH SECURITIES OR IF THE PURCHASER RECEIVES AN OPINION OF
         COUNSEL FOR THE HOLDER OF THESE SECURITIES REASONABLY SATISFACTORY TO
         THE PURCHASER, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR
         HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY
         REQUIREMENTS OF THE SECURITIES ACT.

and (C) the Purchaser will instruct any transfer agent not to register the
transfer of the Shares unless the conditions specified in the foregoing legend
are satisfied; provided, however, that no such opinion of counsel shall be
necessary if the sale, transfer or assignment is made pursuant to Rule 144 of
the Securities Act and Selling Party provides the Purchaser with evidence
reasonably satisfactory to the Purchaser and its counsel that the proposed
transaction satisfies the requirements of Rule 144. The Purchaser agrees to
remove the foregoing legend from any securities if the requirements of Rule
144(k) of the Securities Act (or any successor rule or regulation) apply with
respect to such securities and the Purchaser and its counsel are provided with
reasonably satisfactory evidence that the requirements of Rule 144(k) apply.


3.       REPRESENTATIONS AND WARRANTIES OF PURCHASER.

         Purchaser hereby represents and warrants to the Selling Party:

         3.1 AUTHORITY. Purchaser has full power and authority to enter into
this Agreement and the documents and other agreements contemplated hereby and to
assume the Assumed Liabilities, and to carry out the transactions contemplated
hereby and thereby. All necessary action has been taken by Purchaser to
authorize the execution, delivery, and performance of this Agreement and the
documents and other agreements contemplated hereby to be executed by the
Purchaser, and each of the same shall be the valid and binding obligation of the
Purchaser.

4.       CLOSING.

         4.1 CLOSING. The closing shall occur at the offices of the Company at
11301 Olympic Blvd., Suite 680, Los Angeles, CA 90064 at 10:00 a.m. on the
Effective Date, or on such other date or at such other location(s) or starting
at such other time as the parties shall agree (the "Closing").


<PAGE>

         4.2 TRANSACTIONS AND DOCUMENT EXCHANGE AT CLOSING. At Closing, the
following transactions shall occur and documents shall be exchanged, all of
which shall be deemed to occur simultaneously:

         A. By Selling Party

         Selling Party will deliver, or cause to be delivered, to Purchaser:

         (i) The documents necessary to transfer the Assets to Purchaser
         pursuant to this Agreement, in proper form and substance reasonably
         acceptable to Purchaser; and

         (ii) Such other documents, instruments and/or certificates, if any, as
         are required to be delivered pursuant to the provisions of this
         agreement, or which are reasonably necessary to effectuate the
         transactions contemplated by this agreement, or as may be reasonably
         requested by Purchaser in furtherance of this Agreement.

         B. By Purchaser

         Purchaser will deliver, or cause to be delivered:

         (1) The Shares and the Option to the Selling Party; and

         (2) Such other documents, instruments and/or certificates, if any, as
         are required to be delivered pursuant to the provisions of this
         agreement, or which are reasonably necessary to effectuate the
         transactions contemplated by this agreement, or as may be reasonably
         requested by Selling Party in furtherance of this Agreement.

         4.3. POST-CLOSING. From time to time after Closing, upon reasonable
request of any party, the party to whom the request is made shall deliver such
other and further documents, instruments and/or certificates as may be necessary
to more fully vest in the requesting party the consideration provided in this
Agreement or to enable the requesting party to obtain the rights and benefits
contemplated by this Agreement.

<PAGE>

5.       INDEMNIFICATION.

         5.1 BY THE SELLING PARTY. The Selling Party agrees that it will
indemnify, hold harmless and defend Purchaser from and against any and all
losses, damages, costs and reasonable expenses (including, without limitation,
reasonable attorneys' fees and court costs) that arise from or are in connection
with: (i) the Retained Liabilities, including, without limitation, the Selling
Party's operation of the Business and/or ownership of the Assets, (ii) any
breach of the representations and warranties of the Selling Party contained in
this Agreement or any other documents delivered in connection with this
Agreement, (iii) any breach of the Selling Party's covenant to terminate the
Liens and Encumbrances pursuant to Section 6 and (iv) the application of any
Bulk Sales laws in the State of California to the transactions contemplated by
this Agreement. Purchaser shall be entitled, at its sole and absolute
discretion, to recover payment for the Selling Party's indemnification
obligations under this Section 5 by reducing any amounts owed to the Selling
Party pursuant to Section 1 above.

         5.2 BY PURCHASER. Purchaser agrees that it will indemnify, hold
harmless and defend the Selling Party from and against any and all losses,
damages, costs and reasonable expenses (including, without limitation,
reasonable attorneys' fees and court costs) that arise from or are in connection
with: (i) the Assumed Liabilities and (ii) any breach of the representations and
warranties of the Purchaser contained in this Agreement or any other documents
delivered in connection with this Agreement

6.       FURTHER ASSURANCES. Each party hereto shall execute and deliver after
         the date hereof such instruments and take such other actions as the
         other party may reasonably request in order to carry out the intent of
         this Agreement, to effect a smooth and orderly transfer of the Assets
         or to better evidence or effectuate the transactions contemplated
         herein, including without limitation, to assign and transfer any
         Internet domain names, terminate any and all mortgages, security
         interests, liens, options, pledges, equities, claims, charges,
         restrictions, conditions, conditional sale contracts and any other
         adverse interests or other encumbrances of any kind whatsoever with
         regards to the Assets and familiarizing the Purchaser with the
         operation of the Business. Without limiting the foregoing, the Selling
         Party shall, at his sole expense, terminate the Liens and Encumbrances
         (as defined in Section 1.5) within fifteen (15) days after the
         Effective Date.

7.       COVENANT NOT TO COMPETE. For a period of three (3) years from the
         Effective Date, the Selling Party agrees that it shall not, directly or
         indirectly, (a) engage in any Competitive Activities (as defined
         below), (b) acquire or have any ownership, financial or other interests
         or service in any position or capacity (whether as a principal,
         partner, member, joint venturer, shareholder, director, officer, agent,
         employee, consultant, lender or otherwise) in or with, or (c) provide
         any assistance (financial, advisory or other) to any person or entity,
         other than the Purchaser, that engages or proposes to engage in any
         Competitive Activities. The term "Competitive Activities" shall mean
         the conduct or operation of, or involvement in, any business or
         business activity, which is the same as, substantially similar to, or
         competitive with, the Purchaser's Business. This statement is not meant
         to restrict the selling party from participation in the trade or barter
         business pertaining to non-hospitality trade organizations, or any


<PAGE>

         organization that is not focused primarily on marketing trade services
         to the hospitality industry, more specifically hotels, motels and bed &
         breakfast's. The Selling Party agrees that if, in any judicial
         proceeding, the geographic coverage of this covenant or the period of
         time specified in this Section 7 should be adjudged unreasonable, then,
         such geographic coverage or such period of time shall be reduced to the
         extent, and only to the extent, necessary to enable the court to
         enforce such covenant or restrictions to the fullest extent permitted
         under applicable law. In addition, the Selling Party acknowledges and
         agrees that, in the event of a violation by the Selling Party of the
         provisions of this Section 7, the Purchaser shall be entitled to
         obtain, from any court of competent jurisdiction, temporary,
         preliminary and permanent injunctive relief, in addition to any other
         rights or remedies to which the Purchaser may be entitled under
         applicable law or equitable principles to prevent a threatened breach
         or to obtain a halt to an actual breach by the Selling Party, and to
         obtain an order of specific performance requiring the Selling Party to
         continue performing or to resume performance of the covenant set forth
         in this Section 7.

8.       CONSULTING/FUTURE EMPLOYMENT. Effective as of the Effective Date, the
         Purchaser shall retain the services of Ken Gasper and Russ Arnold
         pursuant to the terms set out in each party's respective agreement with
         Purchaser.

9.       MISCELLANEOUS.

         9.1 FEES AND EXPENSES. Each of the parties will bear its own expenses,
including, without limitation, all of their legal, accounting, and other
out-of-pocket expenses in connection with the negotiation and the consummation
of the transactions contemplated by this Agreement.

         9.2 JOINT PRESS RELEASE. The Selling Party and Purchaser shall agree
upon the form and substance of (a) a joint press release or other public
announcement of this Agreement and the transactions contemplated hereby and (b)
other matters related to this Agreement or any of the transactions contemplated
hereby which shall be released on or after the Closing; provided, however, that
nothing in this Agreement shall be deemed to prohibit any party hereto from
making any disclosure which its counsel deems necessary or advisable in order to
fulfill such party's disclosure obligations imposed by law or contract.

         9.3 GOVERNING LAW. The parties hereby agree that this contract was
entered into and is to be performed in the State of California, and is intended
to be construed under and governed by the laws thereof.

         9.4 ASSIGNMENT. The benefits and obligations of any party to this
Agreement may not be assigned, except upon the written consent of the other
party. This Agreement shall be binding upon, and shall be enforceable by and
inure to the benefit of, the parties named herein and their respective
successors and assigns.


<PAGE>

         9.5 SURVIVAL. The representations and warranties of each party hereto
shall survive the date of this Agreement.

         9.6 ENTIRE AGREEMENT. This Agreement and the documents and other
agreements referenced herein contain the entire Agreement between the parties
with respect to the subject matter hereof; all representations, promises, and
prior or contemporaneous understandings between the parties with respect to the
subject matter hereof, are merged into and expressed in this Agreement and such
documents and other agreements; and any and all prior agreements between the
parties with respect to the subject matter hereof are hereby canceled.

         9.7 AMENDMENT. This Agreement may be amended, modified, or supplemented
only by an instrument in writing signed by the parties to this Agreement.

         9.8 NOTICES. All notices, requests, demands, and other communications
hereunder shall be deemed to have been duly given if delivered, telecopied, or
mailed by certified or registered mail:

         To the Selling Party:              Ken Gasper
                                            1391 Second Street
                                            Los Osos, CA 93402
                                            Telephone: 805-215-8487
                                            Facsimile:  805-528-7481


         To the Purchaser:                  Bentley Commerce Corp.
                                            Attention: Gordon Lee
                                            11301 Olympic Blvd., Suite 680
                                            Los Angeles, CA 90064
                                            Telephone: (310) 445-2599
                                            Facsimile: (310) 445-2529

or to such other address or telecopier number which the Selling Party may
provide to Purchaser or Purchaser may provide to the Selling Party in writing.


<PAGE>

         9.9 HEADINGS. The headings of the sections of this Agreement are for
the convenience of reference only, and do not form a part hereof, and in no way
modify, interpret or construe the meanings of the parties.

         9.10 COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original and all of which shall
constitute one Agreement.

         9.11 WAIVER; SEVERABILITY. The failure of any of the parties to this
Agreement to require the performance of any term or obligation under this
Agreement or the waiver by any of the parties to this Agreement of any breach
hereunder shall not prevent subsequent enforcement of such term or obligation or
be deemed a waiver of any subsequent breach hereunder. In case any one or more
of the provisions of this Agreement shall for any reason be held to be invalid,
illegal or unenforceable in any respect, such invalidity, illegality or
unenforceability shall not affect any other provision of this Agreement but this
Agreement shall be construed as if such invalid or illegal or unenforceable
provision or part of a provision had never been contained herein.

         9.12 SALES TAXES. Selling Party shall pay all federal, state and local
sales taxes, if any, due as a result of the purchase, sale, or transfer of the
Assets.



<PAGE>


         IN WITNESS WHEREOF, each of the parties hereto have caused this Asset
Purchase Agreement to be executed on this 14 day of April 2004.

                                         "SELLING PARTY "



                                         /s/ Ken Gasper



                                         "PURCHASER"



                                         By: /s/ Bruce Kamm
                                             -----------------------------------



<PAGE>


                                  SCHEDULE 1.1

                                     ASSETS


All assets of the Business of Selling Party of any nature whatsoever, including
the Selling Party's database of members, its website,

     o $10,500 IBA trade dollars currently in possession of the purchaser.
     o CBX - $950
     o Bartersource - $450
     o Tim Miller who has mapping technology - $4000



<PAGE>

                                  SCHEDULE 1.2

                               ASSUMED LIABILITIES

PURCHASER AGREES TO ASSUME THE FOLLOWING TRADE DOLLAR LIABILITIES CURRENTLY OWED
BY THE SELLER:

     A.  DAVID MAZZEI, BARTER4 PROFITS.             $2,438.00 TRADE
     B.  JOE PRINCE, BARTER DEPOT                   $2,000.00 TRADE
     C.  TOM PARKER, CONSUMER BARTER                $2,000.00 TRADE
     D.  BOB SINGER                                 $3,000.00 TRADE



     TOTAL:                                         $9,438.00 TRADE


ALSO ANY HOTEL MEMBER TRADE CREDIT LIABILITIES ESTIMATED AT APPROXIMATELY
$75,000-$85,000 TRADE CREDITS.

<PAGE>



                                  SCHEDULE 1.5

                             LIENS AND ENCUMBRANCES

                 SELLER HAS NO LIENS OR ENCUMBRANCES TO DECLARE.

<PAGE>


                                  SCHEDULE 2.3

                                    CONSENTS

                                    EXHIBIT A


                       GENERAL ASSIGNMENT AND BILL OF SALE



         THIS GENERAL ASSIGNMENT AND BILL OF SALE is made between KEN GASPER
D/B/A THE HOSPITALITY EXCHANGE (the "Selling Party") and BENTLEY COMMERCE CORP.,
a Florida corporation ("Purchaser") with reference to the following facts:

         A. The Selling Party and Purchaser have entered into an Asset Purchase
Agreement (the "Purchase Agreement") pursuant to which the Selling Party has
agreed to transfer to Purchaser and Purchaser has agreed to acquire from the
Selling Party, effective as of April __, 2004, those certain assets described on
the Schedule of Assets attached hereto (the "Assets").

         B. For good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged by the Selling Party, the Selling Party desires to
execute and deliver this General Assignment and Bill of Sale for the purpose of
affecting such transfer and sale pursuant to the terms and conditions of the
Purchase Agreement.

         NOW, THEREFORE, in consideration of the foregoing and intending to be
legally bound hereby, the Selling Party and Purchaser agree as follows:


<PAGE>

         1.       TRANSFER OF ASSETS.

                  The Selling Party does hereby assign, transfer, convey and
deliver to Purchaser, its successors and assigns, all right, interest, and title
of the Selling Party in and to the Assets described on the Schedule of Assets
attached hereto.

                  The Selling Party represents and warrants to Purchaser that
they are the lawful owner of the Assets transferred hereby, that the Assets are
free and clear of all liens, security interests, restrictions, and other
encumbrances, except as set forth in Schedule 1.5 to the Agreement, and that
they have all rights necessary to transfer the same.

         2.       NO RIGHTS OF THIRD PARTY.

                  Nothing expressed or implied in this General Assignment and
Bill of Sale is intended to confer upon any person, other than the Selling Party
and Purchaser and their respective successors and assigns, any rights, remedies,
obligations, or liabilities under or by reason of this General Assignment and
Bill of Sale.

         3.       SUCCESSORS AND ASSIGNS.

                  This General Assignment and Bill of Sale is executed pursuant
to the Purchase Agreement and shall be binding upon and inure to the benefit of
the Selling Party and Purchaser, and their respective successors and assigns.
All rights, liabilities and obligations of the Selling Party and Purchaser under
the Purchase Agreement shall survive the execution and delivery thereof in
accordance with the terms of the Purchase Agreement, and are not integrated
hereby.

                  IN WITNESS WHEREOF, the Selling Party has caused this General
Assignment and Bill of Sale to be executed on this 14th day of April 2004.


                                         "SELLING PARTY"


                                         /s/ Ken Gasper
                                         ---------------------------


                                         "PURCHASER"




                                         By: /s/ Bruce Kamm
                                             -----------------------




<PAGE>


                               SCHEDULE OF ASSETS
                               ------------------


[EXHIBIT TO GENERAL ASSIGNMENT AND BILL OF SALE]









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