<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>AMENDED ASSET PURCHASE AGREEMENT
<TEXT>
                                                                    Exhibit 10.1

                      AMENDMENT TO ASSET PURCHASE AGREEMENT

     THIS  AMENDMENT  TO  ASSET  PURCHASE  AGREEMENT  ("Amendment")  is made and
entered  into  effective as of September  29,  2014,  by and between  Networking
Partners,  Inc.,  a  Nevada  corporation   ("Purchaser"),   and  Chad  Steinhart
("Seller"),  an  individual  ("Seller"),  all such  persons and  entities  being
referred to herein as "Parties".

                                    RECITALS:

     A. The Parties entered into that certain Asset Purchase  Agreement on April
22, 2014 ("Agreement"),  pursuant to the terms and conditions of which Purchaser
agreed to buy and Seller agreed to sell certain assets described in Exhibit A to
the Agreement ("Assets");

     B. The Parties desire to amend the Agreement  pursuant to the terms of this
Amendment in order to give Purchaser more time to close the transaction.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency  of which are hereby  acknowledged,  the Parties do hereby  agree as
follows:

     1.  Definitions.  Unless otherwise defined in this Amendment or the context
otherwise  requires,  each term used in this  Amendment  with its initial letter
capitalized  which has been  specially  defined in the Agreement  shall have the
same meaning herein as given to such term in the Agreement.

     2.  Amendments to Agreement.  On or before  September 22, 2014, the parties
shall close on the Agreement.  Within three (3) business days following closing,
David E. Wise,  Attorney at Law will deliver a private  placement  memorandum to
the Purchaser providing for a no minimum,  $1,000,000 maximum offering of common
stock. The parties hereby agree that the following condition subsequent is added
to the Agreement: "In the event that the Purchaser shall fail to raise a minimum
of $125,000 on or before  November  30,  2014,  pursuant to a private  placement
memorandum, the transaction contemplated by the Agreement shall be rescinded and
the  preferred  stock  issued to Seller shall be returned to the  Purchaser  for
cancellation  and the  Purchaser  shall  reconvey the Assets to the Seller,  the
newly elected Board  members shall resign from their  directorships  and each of
the Parties  shall be restored to their  pre-Closing  status.  The Parties agree
that  the  subscription  proceeds  of the  offering,  the  certificate  for  the
preferred  stock issued to Seller,  the Bill of Sale conveying the assets to the
Purchaser, will be placed in escrow with David E. Wise, Attorney at Law, and the
proceeds of the offering shall be used to pay  outstanding  invoices to David E.
Wise,  Attorney at Law. The balance of funds (after paying fees due to Mr. Wise)
received as  subscriptions  shall be released from such attorney's IOLTA account
and turned  over to the  Purchaser  for general  working  capital  purposes.  In
addition,  until this  condition  subsequent is satisfied,  Steinhart  shall not
assign,  convey,  pledge,  hypothecate or vote the preferred stock. In the event
that the Purchaser receives a minimum of $125,000 in cleared  subscription funds
<PAGE>
on or before November 30, 2014, the certificate for the preferred stock shall be
delivered  to the Seller,  the bill of sale for the assets shall be delivered to
the Purchaser." No other changes or amendments are being made to the Agreement.

     3.  Continuing  Effect.  Except  as  expressly  modified  by the  terms and
provisions of this Amendment,  each of the terms and provisions of the Agreement
are unchanged and continued in full force and effect.

     4. Parties Bound.  This Amendment  shall be binding upon the parties hereto
and their respective successors and assigns.

     5. Counterparts. To facilitate execution, this Amendment may be executed in
as many counterparts as may be convenient or required. It shall not be necessary
that the signature of, or on behalf of, each party, or that the signature of all
persons required to bind any party, appear on each counterpart. All counterparts
shall collectively constitute a single instrument.  It shall not be necessary in
making  proof of this  Amendment  to produce  or account  for more than a single
counterpart  containing the  respective  signatures of, or on behalf of, each of
the parties  hereto.  Any signature page to any counterpart may be detached from
such counterpart  without  impairing the legal effect of the signatures  thereon
and thereafter attached to another  counterpart  identical thereto except having
attached to it additional  signature pages.  Delivery of an executed counterpart
of this  Amendment  by  facsimile  transmission  shall be binding upon the party
executing and delivering such counterpart.

     IN WITNESS  WHEREOF,  the parties hereto have executed this Amendment as of
the day and year set forth above.

                                   SELLER:


                                   By: /s/ Chad Steinhart
                                      -----------------------------------
                                      Chad Steinhart

                                   PURCHASER:

                                   Networking Partners, Inc.


                                   By: /s/ Enzo Taddei
                                      -----------------------------------
                                      Enzo Taddei, President

                                       2
</TEXT>
</DOCUMENT>