PURCHASE AGREEMENT BETWEEN MAXNET, INC. AND INTRASOFT, LTD.

I.       Parties.

         This  PURCHASE  AGREEMENT  is made this 4th day of June,  1998,  by and
between Maxnet, Inc., incorporated under the laws of Delaware (the "Buyer"), and
Intrasoft,  Ltd., a  corporation  organized  and existing  under the laws of the
State of New York (the "Seller" or "Corporation").

II.      Recitals.

         A. Seller is desirous of selling  certain assets (the "Assets") list of
which is attached as Exhibit  "A" and consist of  Webphonebook.com,  Inc.'s name
and assets as listed, Webphonebook.com,  and other URL's, Accounts, to the Buyer
upon the terms and conditions  hereinafter set forth in this Purchase  Agreement
(together with all exhibits hereto, the "Agreement").

         B. The Buyer  desires to purchase  only certain  Assets owned by Seller
free and clear of all liabilities,  obligations, claims, liens or obligations of
any kind, on the terms and conditions hereinafter set forth.

         NOW  THEREFORE,  in  consideration  of  the  promises  and  the  mutual
covenants contained herein, and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties mutually
agree as follows:

III.     Recitals True and Correct.

         The foregoing recitals are true and correct and are incorporated herein
by reference unless otherwise stated.

IV.      Purchase Price.

         Upon  the  terms,  and  subject  to the  conditions  set  forth in this
Agreement,  the purchase price shall be $70,000 which is already paid in full by
the Buyer in the form of the loans extended to Intrasoft and to be considered as
payment at the closing of this  transaction.  The Buyer also shall  establish an
escrow account, with the attorney,  Gerald A. Kaufman. Esq., and deposit 250,000
shares of common stock of Maxnet, Inc, therein, said shares are to be used as an
incentive for present employees of Webphonebook.com to continue their employment
with the Company,  whereby,  each  employee  shall be evaluated on an individual
basis.  The issuance of such 250,000 shares of common stock shall be at the sole
discretion of Maxnet. Inc.

V.       Value.

         Seller, on the Closing Date, shall sell,  transfer,  assign. and convey
to the Buyer a Bill of Sale, and the Buyer shall  purchase from the Seller,  all
of Seller's  right,  title and  interest in and to the Assets upon the terms and
conditions herein set forth. Upon closing, the Seller shall deliver to Buyer the
Assets, duly endorsed for transfer and accompanied by appropriate instruments of
transfer duly  endorsed,  with  appropriate  documentary  tax and intangible tax
stamps affixed, if any are required, upon delivery to the Seller of the Purchase
Price.

VI.      Representation and Warranties of Seller.

         The Seller represents and warrants to the Buyer that:

         A. Corporate Standing.  Seller owns and will have at Closing a complete
and unrestricted power authority to sell, assign,  transfer and deliver to Buyer
the Assets at Closing,  and Buyer is so  acquiring at Closing,  good,  valid and
marketable title to the Assets, free and clear of all liabilities,  obligations,
claims, liens, charges, options and encumbrances of any kind whatsoever, whether
oral or written.

         B. Seller's  Authority and Consents.  The Seller has the right,  power,
legal  capacity,  and  authority  to enter into this  Agreement  and perform its
obligations  hereunder  without  obtaining the prior  approval or consent of any
person, entity or governmental body.

         C. Corporate Standing;  Qualifications of Corporation.  The Seller is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New York with all requisite  power and  authority to own,  lease
and operate its business.  The  Corporation  has all the  necessary  franchises,
permits,  licenses and  certificates  necessary to the conduct of its  business,
without  any  violations  of the  rights  of  others,  and is  duly  authorized,
qualified and licensed under all laws, regulations,  authorizations or orders of
public  authorities to carry on such business at the locations and in the manner
customarily conducted.

         D.  Binding  Agreement.  This  Agreement  has been  duly  executed  and
delivered by the Seller,  acting pursuant to the direction and  authorization of
the  Management  and Board of  Directors  of  Seller,  after  full and  complete
presentation at this Agreement to Seller's  Supervisory Board. Upon execution by
Seller, this Agreement shall constitute the legal, valid and binding obligations
of Seller,  enforceable  against it in accordance with its terms,  except to the
extent limited by applicable bankruptcy, reorganization,  insolvency, moratorium
or other  similar  laws of general  application  relating  to or  affecting  the
enforcement of creditors' rights, and will not:

                  (i)      Violate any provision of law;

                  (ii)     Conflict with the Certificate of Incorporation or the
                           Bylaws of the  Corporation;  or Result in the loss or
                           adverse modification of, the imposition of sanctions,
                           penalties or fines on, any license,  permit, or other
                           authorization  granted to or otherwise held by or for
                           the  use  of  the   Corporation   under   which   the
                           Corporation conducts its business.

         E.  Capital  Stock.  The Seller's  authorized  capital  stock  consists
entirely of ___ Shares of ______ par value of common stock,  all of which shares
have been issued and are  outstanding,  and have been duly  authorized,  validly
issued, fully paid and non-assessable.  There is no security convertible into or
exchangeable  for stock of the  Corporation  nor is there any  existing  option,
warrant,  right,  agreement,  call or commitment  obligations the Corporation to
issue or  deliver  any  additional  stock  of the  Corporation  of any  class or
character. The Seller is the beneficial and record owner of the Shares.

         F. Title to Assets.  The Seller owns these Assets free and clear of any
and all liens, pledges, security agreements,  equities,  options,  restrictions,
encumbrances or charges  whatsoever.  The ownership of the Shares is not subject
to any  agreement,  trust or adverse  claim.  The Seller has the lawful,  valid,
marketable and  indefeasible  title to the Assets and has full right,  power and
authority,  without the prior or subsequent approval of any person, governmental
body or court to sell,  transfer,  assign and  deliver the Shares as provided in
this  Agreement,  and such  delivery  will  convey to the Buyer  lawful,  valid.
marketable and  indefeasible  title to the Assets,  free and clear of any trust,
liens, claims, charges,  pledges, security interests,  options,  encumbrances or
restrictions of whatever nature.

         G. Licensing to carry on Business

         H. Subsidiaries, Affiliation, Etc. The Seller does not own, directly or
indirectly,  nor  is it  under  any  obligation  to  acquire  securities  of any
corporation,  whether  equity  or  debt,  or  any  interest  in  a  partnership,
association,  joint stock company,  business trust or other entity. There are no
business  operations  conducted by the Seller under trade names  different  from
that of the Seller, Webphonebook.com, Inc.

         I. Litigation.  There is no suit,  action,  arbitration,  proceeding or
investigation pending or threatened by or against the Corporation, its business,
properties,  assets, licenses,  permits or goodwill, or by or against any or the
Seller's  officers  or  directors  or  against  or  affecting  the  transactions
contemplated by this Agreement,  or pertaining to any labor dispute,  grievance,
controversy or strike or organizational  claim, before any court or before or by
any   governmental   department,    bureau,   commission,   board,   agency   or
instrumentality,  nor does the  Seller  know of any basis  for any such  action,
proceeding or investigation. The Seller is not subject to or bound by any order,
writ,  injunction,  or decree of any federal,  state,  local,  or foreign court,
department,  agency, or instrumentality.  The Seller is not presently engaged in
any legal action to recover moneys due to either of them or damages sustained by
either of them,  which  relates  to or may  affect  the  business  or  financial
condition of the Seller.

         J. Financial Statements.

         K. Absence of Liabilities.

         L. Corporate  Documents.  Attached  hereto as Exhibit "B" are copies of
the current  articles,  by laws,  and minutes of the  Corporation.  There are no
other documents  which affect the rights of the Corporation or any  shareholders
thereof. There is nothing in the articles or bylaws or any other documents which
prohibit the Seller or the Corporation from entering onto this  transaction,  or
consummating the transactions as contemplated thereby.

         M. Binding Contracts.  Except as set forth on Exhibit "C" hereto, as of
the  Closing  Date,  the  Corporation  does  not have  any  material  contracts,
commitments,  arrangements or understandings, and after the closing, will not be
bound  by  any  material  contract  commitment,  arrangement  or  understanding,
including  but not limited to employment  agreements,  employee  benefit  plans,
leases,  license,   distributor  or  supply  agreements,  or  any  inter-company
agreement,  tax  allocation  agreement  with any  Seller,  or any other  related
company, or any other material contracts or agreements  whatsoever not otherwise
set forth in this Agreement.

         O. Property.  There is no real or personal property, which is owned, of
record or  beneficially,  by the Corporation or which the Corporation has agreed
to purchase or sell.

         P.  Patents,  Trademarks,  Trade  Names,  Etc.  Except  as set forth on
Exhibit "A" hereto, the Corporation does not own or possess any license or other
rights  to  use  any  patent,  trademark,  service  mark,  trade  name,  patent,
copyright,  trade secret or other item of  Industrial or  Intellectual  property
belonging to any other person, corporation or entity.

         Q. Agents;  Power of Attorney.  As of the Closing Data, the Corporation
will not have any agents, except as required by law, and will have withdrawn the
authority of any agents previously appointed.

         R. Authority, Bank Accounts, Etc.

         S. Tax Matters.  The  Corporation  has duly and  properly  filed or had
Seller file on behalf of the Corporation all tax reports and returns required to
be filed by it and has duly and properly paid all taxes and other charges due or
claimed to be due from it by  federal,  state,  local,  foreign or other  taxing
authorities.

         T. Full Disclosure.  As of the date of this Agreement,  the Seller, and
at the Closing Date will have disclosed all events,  conditions, and facts which
could materially affect the Corporation,  its licenses,  its financial condition
and any business prospects of the Corporation.  The Seller has not now, and will
not have at the Closing Date, withheld knowledge of such events, conditions, and
facts which the Seller or the Corporation knows or has reasonable ground to know
may affect the  Corporation,  its  licenses,  its  financial  condition  and any
business prospects of the Corporation. Except as otherwise disclosed pursuant to
this Agreement, no representation or warranty contained herein, or in any of the
Exhibits or Documents  attached hereto or in the financial  statements or in any
certificate,  statement or memorandum  furnished or to be furnished  pursuant to
this  Agreement,  contains or will contain any untrue or incorrect  statement or
omits  or will  omit  any  fact  without  which  such  representation,  warranty
statement or certificate would be misleading.

         U.  Corporate   Documents.   The  Certificate  of  Incorporation,   all
amendments thereto,  By-laws, and all amendments thereto, and all minutes of the
meetings of the Board of  Directors  and  Shareholders  of the  Corporation  are
contained  in the  Minute  Book of the  Corporation  and are true,  correct  and
complete.

VII.     Representations, And Warranties Of The Buyer.

         The buyer  represents  and  warrants to the seller that the matters set
forth hereafter are true and correct:

         A. Organization:  Authority. Buyer is a company duly organized, validly
existing and in good  standing  under the laws of the State of Delaware and will
have at Closing  complete and  unrestricted  power and  authority to execute and
acquire  at Closing  the  Shares in  accordance  with the terms  hereof,  and to
perform the transactions contemplated hereby.

         B. Buyer's  Authority  and  Consents.  The Buyer has the right,  power,
legal  capacity  and  authority  to enter into this  Agreement  and  perform the
obligations  of Buyer  hereunder  without  obtaining  the consent of any person,
entity or governmental body.

         C.  Binding  Obligations.  This  Agreement  has been duly  executed and
delivered by a duly  authorized  officer of the Buyer.  Upon execution by Buyer,
this Agreement  shall  constitute the legal valid and binding  obligation of the
Buyer.

VIII.    Obligations of the Parties Prior to Closing.

         A. Obligations of the Seller Prior to Closing:

                  (i) Access to Records, Etc. During the period from the date of
this  Agreement  until the Closing,  the Seller shall cause the  Corporation  to
afford the Buyer or its  representatives,  on reasonable notice,  full access to
all assets, properties,  books, records,  agreements,  commitments and personnel
during the normal business hours of the Corporation,  to allow them to make such
extracts  and  copies  as they may  require  and to  furnish  them with all such
information and documents  concerning the affairs of the Corporation as they may
reasonably request.

                  (ii) Conduct of  Business.  During the period from the date of
this Agreement  until the Closing,  except with the prior written consent of the
Buyer,  the Seller shall cause the  Corporation to comply with all laws material
to the Corporation and its business and all laws of which compliance is required
for the valid consummation of the transactions contemplated hereby.

                  (iii)  Standstill.  During  the  period  from the date of this
Agreement until Closing, except with the prior written consent of the Buyer, the
Seller shall cause the  Corporation  not to do any of the acts  described in the
following items (1) through (5):

                           (1)      make  any   change   in  the   Corporation's
                                    authorized or issued capital stock, or issue
                                    or   create   any   warrants,   obligations,
                                    subscriptions,  options  or  any  securities
                                    convertible into, or any rights to purchase,
                                    any shares or stock of any class;

                           (2)      declare,  set aside or pay any  dividends or
                                    make any other  distribution  or  payment in
                                    respect of the Corporation's  capital stock,
                                    or directly or indirectly redeem,  purchase,
                                    or    otherwise    acquire    any   of   the
                                    Corporation's   capital  stock,   or  issue,
                                    distribute, hypothecate or pledge any shares
                                    of the  Corporation's  capital stock held in
                                    its treasury;

                           (3)      mortgage,  pledge, or subject to lien or any
                                    other charge or encumbrance the shares;

                           (4)      purchase or otherwise  acquire any equity or
                                    debt security or any corporation,  entity or
                                    otherwise; or

                           (5)      conduct the  business in other than a normal
                                    and regular manner.

                  (iv) Cooperation. Seller shall cooperate with Buyer, and shall
otherwise  comply with all reasonable  requests for information or documentation
necessary for the consummation of the transactions contemplated hereby.

IX. Conditions Precedent to the Buyer's Obligations.

         Notwithstanding  the  execution  and delivery of this  Agreement or the
performance  of any part hereof,  each and every  obligation  of the Buyer under
this Agreement,  whether to be performed prior to or at the Closing,  is subject
to the  fulfillment of the  conditions set forth in each and every  paragraph of
this Section unless such  fulfillment is waived in whole or in part by the Buyer
in the manner stipulated hereunder.

         A. No Material Adverse Change.  Except as otherwise  disclosed pursuant
to this Agreement,  there shall not have occurred, between the date of execution
of this  Agreement  and the Closing  Date,  any material  adverse  change in the
Corporation's  condition,  financial  or  otherwise,  nor  the  creation  of any
liabilities  to the  Corporation  whether or not it is  reflected on the balance
sheet as of the Closing Date.

         B.  Representations  and Warranties of the Seller. The  representations
and warranties of the Seller  contained in this Agreement and any document given
pursuant hereto shall be true and correct in all material  respects on and as of
the Closing Date with the same force and effect as if such  representations  and
warranties had been made as of the Closing Date.

         C.  Performance  by  the  Seller.  All  of  the  terms,  covenants  and
conditions of this  Agreement to be complied with and performed by the Seller of
the  Corporation on or before the Closing Date shall have been complied with and
performed.

         D.  Delivery of Corporate  Documents,  Etc. The Seller shall deliver to
the Buyer at the Closing true and complete copies of the  Corporation's  records
to show ownership of the assets to be sold, including but not limited to payment
receipts, shipping documents, etc.

         E. Absence of Litigation. No action, suit or proceeding shall have been
instituted or threatened against Seller or the Corporation prior to the Closing,
the result of which could prevent, or make illegal, the consummation of any part
of the transaction  contemplated by this Agreement, or which could be materially
adverse to the business of the Corporation.

         F.  Authority  and  Consents.  All  necessary  agreements  and consents
required of the Seller for the performance of the  transactions  contemplated by
this  Agreement or otherwise  pertaining to the matter  covered by it shall have
been obtained by the Seller and  delivered to Buyer,  and shall be in full force
and effect at the Closing.

         G.   Approval  of   Documentation.   The  form  and  substance  of  all
certificates, instruments, and other documents delivered to the Buyer under this
Agreement shall be satisfactory in all reasonable  respects to the Buyer and its
legal counsel.

         H.  Shareholder's   Agreement  and   Distributorship   Agreement.   The
Shareholder's  Agreement attached hereto as Exhibit "E" and the  Distributorship
Agreement, attached hereto as Exhibit "F" shall have been executed and delivered
by the parties thereto.

X. Conditions Precedent to the Seller's Obligations.

         A. Representations and Warranties of the Buyer. The representations and
warranties  of the Buyer  contained in this  Agreement  and any  document  given
pursuant hereto shall be true and correct in all material  respects on and as of
the Closing  Date with the same force and effect as if such  representation  and
warranties had been made as of the Closing Date.

         B. Performance by the Buyer. All of the terms, covenants and conditions
of this  Agreement to be complied  with and  performed by the Buyer on or before
the Closing Date shall have been complied with and performed.

XI.  Closing.

         The  Closing  of  the  transactions  contemplated  hereunder  shall  be
consummated  at the offices of Maxnet,  Inc. on June 30, 1998.  The date of sale
and  the  consummation  of  transactions  contemplated  by this  Agreement  are,
respectively, herein referred to as the "Closing Date", and the "Closing."

XII.     Survival of Representation.

         Unless  otherwise  disclosed  at the  Closing  by the  representing  or
warranting party, all of the  representatives and warranties of Seller and Buyer
shall be true as of the  closing  Date and  shall  survive  the  Closing  of the
transactions  contemplated  herein, any investigations made, and the delivery of
all  required  instruments  and  documents  hereunder.  The  absence of specific
survival language after any specific provision set forth in the representations,
warranties  or  obligations  shall not be deemed or  construed to mean that such
representations, warranties or obligations do not survive.

XIII.    Indemnification.

         Seller  hereby  agrees  to  indemnify,  defend  and hold  harmless  the
corporation and Buyer from and against all demands,  claims,  actions, causes of
action, assessments, losses, damages, liabilities, costs and expenses, including
without  limitation,  interest,  penalties  and  reasonable  attorney  fees  and
expenses asserted against,  resulting to, and imposed upon or incurred by either
the  Corporation or the Buyer caused by (a)  liabilities and obligations of, and
claims  against,  the  Corporation  (including but not limited to the payment of
taxes,  assessment  and the like) existing as of the Closing Date or arising out
of facts or circumstances  existing on or prior thereto,  or (b) a breach of any
agreement,  covenant,  representation  or warranty of Seller (including those on
made on behalf of the Corporation) or any facts or circumstances constitute such
a breach.  Seller's obligation under this paragraph shall survive the closing of
the  transaction  contemplated  hereunder  and  the  delivery  of  all  required
instruments and documents hereunder.

XIV.  Documentation.

         The  Corporation  and each  Seller  agree to execute  and deliver on or
before the Closing hereunder such other instruments,  certificates, or documents
which Buyer's counsel may request as being necessary to carry out the intentions
of this Agreement.

XV.   Governing Law.

         This  Agreement  shall be  construed  and  interpreted  and the  rights
granted herein governed by the provisions of the laws of the State of New York.

XVI.  Notices.

         Any  notice,  request,  demand,  or  other  communication  to be  given
hereunder  shall be in  writing,  and shall be deemed to have been  sufficiently
given or served for all purposes if it is sent by Registered or Certified  Mail,
Return Receipt Requested,  postage prepaid, to the party who is to receive same,
or its or his legal  representative,  at the address hereinafter set forth or to
such other addresses as may be designated by such party, in writing:

         To Seller:        Howard E. Greenberg, Esq., P.C.
                           400 Townline Road, Hauppauge, NY 11788


         To Buyer:         Gerald A. Kaufman, Esq.
                           33 Walt Whitman Rd, Huntington Station, NY 11746

XVII.    Waiver and Modification.

         No  waiver  or  modification  of  the  Agreement  or  any  covenant  or
limitation herein contained,  shall be valid unless in writing and duly executed
by the party to be charged,  and no evidence of any waiver or modification shall
be offered or received in evidence in any litigation or arbitration  between the
parties or any of them,  arising  out of the  Agreement,  unless  such waiver or
modification is in writing and duly executed, as aforesaid.  No waiver of any of
the  provisions  of this  Agreement  shall  be  deemed  a  waiver  of any  other
provision,  irrespective of similarity, or shall constitute a continuing waiver,
unless  otherwise  expressly  provided.  No  failure or delay on the part of any
party  exercising  any right  power or  privilege  under any  provision  of this
Agreement  shall  operate  as a waiver  thereof,  nor shall a partial  or single
exercise  thereof  preclude  any other or further  exercise of any other  right,
power or privilege.

XVIII.   Assignment.

         This  Agreement  may not be assigned by either party  without the prior
written consent of the other party,  which shall not be  unreasonably  withheld,
except that,  Buyer may assign its rights  hereunder to an  affiliated  company,
upon notice to Seller.

XIX.     Entire Agreement.

         This  Agreement  contains the entire  agreement  among the parties with
respect  to the  transactions  contemplated  herein  and  supersedes  all  prior
negotiations, agreements and understandings, if any.

XX.      Parties Bound.

         The parties hereto  acknowledge  and agree that the Agreement  shall be
binding  upon  and  shall  inure  to the  benefit  of  their  respective  heirs,
representatives and their respective successors and assigns.

XXI.     Captions.

         The  captions  contained  in  the  Agreement  appear  as  a  matter  of
convenience  only and shall not be deemed  to  change  the  substantive  matters
contained within the paragraph.

XXII.    Counsel.

         The  parties  represent  that each has had an  opportunity  to have his
counsel review the Agreement and neither is relying upon the advice,  statements
or comments of counsel for the other.

XXIII.   Counterparts.

         This  Agreement  may be  executed  in  several  counterparts,  and  all
counterparts  duly executed shall  constitute  one agreement,  provided that the
several counterparts together shall have been each executed by Buyer and Seller.

XXIV.    Parties in Interest.

         Nothing in this Agreement,  whether express or implied,  is intended to
confer any rights or remedies under or by reason of this Agreement on any person
other than the parties  hereto and their  respective  permitted  successors  and
assigns;  nor is anything in this Agreement intended to relieve or discharge the
obligation or liability of any third person to any party to this Agreement;  nor
shall any  provision  hereof give any third person any right of  subrogation  or
action over or against any party to this Agreement.

XXV.     Severability.

         In the  event  any  one or  more of the  provisions  contained  in this
Agreement  should be  invalid,  illegal or  unenforceable  in any  respect,  the
validity,  legality and  enforceability  of the remaining  provisions  contained
herein and therein  shall not in any way be affected  or impaired  thereby,  and
this Agreement shall be interpreted  and construed as if such provision,  to the
extent the same shall have been held invalid,  illegal,  or  unenforceable,  had
never been contained herein.

XXVI.    Funding from Maxnet, Inc. Private Placement.

         Should Maxnet,  Inc. be successful in raising funds through its private
placement memorandum, the funds shall be used for Webphonebook.com's  operations
as  described  in  the  use of  proceeds  in  Maxnet  Inc.'s  private  placement
memorandum. See attachment of private placement memorandum.

         IN WITNESS  WHEREOF,  the parties have set their hands and seals on the
date before written.

SELLER:

Intrasoft, Ltd. - Vincent Grieco, President

By:
   -----------------------------------------

SELLER:

Webphonebook.com, Inc.- Robert Conforte, President*

By:
   -----------------------------------------
*Robert Conforte is signing this document only to sell the name and assets of
Webphonebook.com, Inc. to Maxnet, Inc.

BUYER:

Maxnet, Inc. -

By:
   -----------------------------------------
     Henry Val, Chairman and CEO