PURCHASE AGREEMENT
                  BETWEEN MAXNET, INC. AND MICHELE ERARD-COUPE

I.       Parties.

            This  PURCHASE  AGREEMENT  is made as of this 24th day of  February,
1999, by and between Maxnet,  Inc., a Delaware  corporation with offices at 4400
US Highway Route 9 South,  Suite 2800,  Freehold,  NJ 07728 the  ("Buyer"),  and
Michele Erard-Coupe of Chester, NH (the "Seller").

II.      Recitals.

            WHEREAS,  the Seller is the owner of all the issued and  outstanding
shares of Ultra Web,  Inc.,  ("Ultra") a New Hampshire  corporation,  having its
offices  at 4  Haverhill  Road ,  Chester,  NH, and which  owns  certain  assets
("Assets") listed on Exhibit A hereto.

         WHEREAS,  the Buyer is  desirous  of  obtaining  use or  control of the
Assets, and other assets of Ultra upon the terms and conditions hereof; and

         WHEREAS,  ULTRA  is  the  owner  of  certain  Internet  related  assets
including:  1) an option to  purchase  a copy of the  source  code of  Infoquest
Technology,  license  agreement  between  Utah  Webworks  and  ULTRA  for use of
Infoquest (source code) Software, 2) the logo/internet URL Telephonebook.net and
all similar designations  thereto, and 3) certain proprietary Internet software;
and

         WHEREAS,  Michele-Erard-Coupe wishes to sell, transfer and exchange 80%
of her shares in Ultra for the consideration stated herein:

         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.

         1.(a)  Agreement to Sell.  The Seller  agrees to sell,  transfer to and
exchange  with  Buyer  80% of her  shares  in ULTRA to  Maxnet,  said  shares to
aggregate 80 shares of common stock, no par value,  being 80% of the outstanding
and issued  shares of Ultra,  and Buyer  agrees to acquire  said  shares for the
Purchase  Price  referred to in  Paragraph  2(a) below,  subject to complete due
diligence, as provided in herein below.

         2.(a) Purchase Price.  All parties hereby agree that the purchase price
for 80% of the Ultra shares  referred to in Paragraph  1(a) shall be $600,000.00
Seller is willing to accept 300,000 common shares of Maxnet, Inc. in lieu of the
purchase price of $600,000.00.

         Seller agrees and accepts that the following  schedule  represents  the
manner in which the 300,000 shares shall be released:  100,000 shares of Maxnet,
Inc. common stock are to be released to Michele  Erard-Coupe  upon the tender by
Seller to Buyer of the shares of Ultra to be exchanged  hereunder,  which tender
shall conform to the terms and provisions hereof.

         An additional  100,000 shares (or such  additional  shares to which she
shall be entitled as provided  hereinbelow) of Maxnet, Inc. common stock will be
issued to  Michele  Erard-Coupe,  provided  she  accepts  employment  with Buyer
pursuant to a Memorandum of  Employment,  a copy of which is attached  hereto as
Exhibit , and provided  that the gross income of Buyer (which term shall include
all of  Buyer's  subsidiaries,  divisions  and  affiliates),  including  but not
limited  to all  income,  whether  in  cash  or  kind,  from  all  sales,  fees,
commissions,  or otherwise shall exceed  $2,500,000.00 (two million five hundred
thousand dollars) within 9 months from the date on which Seller shall begin work
pursuant to said  Memorandum.  For purposes of  determining  said gross  income,
there shall be included all sales,  commissions,  and  considerations  for which
payment is actually received during said 9 months and all gross income under all
contracts or other  arrangements  for which Buyer will receive income  following
the end of said nine  month  period,  or the 12 month  period  discussed  herein
below.

         An additional 100,000 shares of Maxnet, In. common stock will be issued
to Seller if and when that amount of gross income,  as defined in the proceeding
paragraph  shall equal or exceed  $5,000,000.00  (five million  dollars)  within
twelve months from the start date of Seller's said  employment by Buyer.  Should
any of the sales  figures  not be met said  shares are to be returned to Maxnet,
Inc.'s treasury.

         For purposes of the preceding paragraphs,  the 200,000 shares of Maxnet
stock to be issued after the Closing hereof to Seller,  and contingent  upon the
gross  income  to be  earned  by Buyer  thereafter,  shall be  increased  and/or
adjusted by any stock splits, dividends,  recapitalizations,  mergers, etc., and
Seller shall  receive the benefit of any  warrants,  options and similar  rights
issued with respect to said 200,000  shares (as so increased or adjusted)  while
Seller  has the  right  to  receive  the  same  be or may be  issued  to  Seller
hereunder.  The purpose, intent and effect of the foregoing sentence is to treat
the 200,000 shares  constituting the contingent payment to Seller for the shares
to be transferred hereunder as having been issued to Seller as of the Closing in
order that Seller's beneficial interest the said 200,000 shares of Buyer's stock
will be vested as of the Closing,  subject to divestment  based on the amount of
gross income earned by Buyer in subsequent  periods as provided  hereinabove and
any consideration that Seller is required to pay to acquire any further interest
or securities in Buyer. Accordingly, Buyer agrees to set aside, reserve and hold
in trust for Seller such stock,  securities,  rights and interests pertaining to
said 200,000  shares until such time as all or some of said shares are issued to
Buyer so that Buyer may exercise all rights with respect thereto.

         3.  Closing.

         Closing of the above  referenced  transaction  shall take place at 1:00
P.M.,  on March __,  1999,  at the offices of Maxnet,  Inc.,  located at 4400 US
Highway Rt. 9 South,  Suite 2800,  Freehold,  NJ 07728 or at any other  location
acceptable by both parties.

IV.      Value.

         On the Closing  Date,  Buyer  shall  purchase  from the Seller,  all of
Seller's right, title and interest in and to 80% of Seller's stock in Ultra upon
the terms and  conditions  herein  set forth.  Upon  closing,  the Seller  shall
deliver said stock to Buyer,  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. V. Representation and Warranties of Seller.

         The Seller represents and warrants to the Buyer that:

        A. Corporate Standing.  At Closing Ultra will own the Assets, and Buyer
is so acquiring at Closing,  good,  valid,  and marketable title to the stock of
Ultra to be acquired hereunder,  and that the Assets will be owned by Ultra 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.  Ultra  is a
corporation duly organized, validly existing and in good standing under the laws
of the State of New  Hampshire  with all  requisite  power and authority to own,
lease and operate its businesses and has all the necessary franchises,  permits,
licenses and  certificates  necessary to conduct  said  businesses,  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.  Upon execution by Seller,  this Agreement shall
constitute  the legal,  valid and  binding  obligations  of Seller,  enforceable
against  her 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 Ultra; or

                  (iii)  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  Corporation
under which the Corporation under which Ultra conducts business.

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

         F. Title to Assets. Ultra owns the Assets free and clear of any and all
liens,   pledges,   security  agreements,   equities,   options,   restrictions,
encumbrances or charges whatsoever.  The ownership of the Shares are not subject
to any  agreement,  trust or adverse  claim.  The Seller has the lawful,  valid,
marketable and indefeasible  title to the Ultra stock to be exchanged  hereunder
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 said stock as provided in this Agreement,  and such delivery will convey
to the Buyer lawful,  valid,  marketable and  indefeasible  title to all of said
stock free and clear of any trust,  liens,  claims  charges,  pledges,  security
interests, options, encumbrances or restrictions of whatever nature.

         G.  Subsidiaries,  Affiliation,  Etc.  Ultra 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 truest or other entity. There are no
business operations conducted by the Ultra under trade names different from that
of the Seller or Ultra.

         H.  Litigation.  There is one matter  threatened by or against Ultra, a
matter  involving a Mr.  Olgulnick  from Illinois,  which Seller  believes to be
without  foundation  and against  which  Seller shall hold Buyer  harmless,  and
defend and indemnify  Buyer against any loss,  costs,  damage or expense arising
therefrom. 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 her or damages  sustained by her which  relates to or may
affect the business or financial condition of the Ultra.

         I. Financial Statements.  Seller has prepared and furnished any and all
financial statements requested by the Buyer.

         J.  Absence of  Liabilities.  The Buyer  desires to purchase the Assets
owned by Ultra free and clear of all liabilities,  obligations, claims, liens or
obligations of any kind, on the assets on the Attachment.

         K.  Corporate  Documents.  Attached  hereto are  copies of the  current
articles,  by-laws,  and minutes of Ultra Web, Inc. There are no other documents
which affect the rights of Ultra or any shareholders  thereof.  There is nothing
in the articles or bylaws or any other  documents which prohibit the Seller from
entering into this transaction, or consummating the transactions as contemplated
thereby.

         L. Binding  Contracts.  Except as set forth  hereto,  as of the Closing
Date, Ultra does not have any material contracts,  commitments,  arrangements or
understandings with the Buyer.

         M. Patents,  Trademarks,  Trade Names, Etc. Except as set forth hereto,
or as found in the records of Ultra provided to the Buyer for inspection,  Ultra
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 not listed in this Agreement.

         N. Agents,  Power of Attorney.  As of the Closing Date, the Seller will
not have any  agents,  except as required by law,  and will have  withdrawn  the
authority of any agents previously appointed.

         O. Tax Matters.  Ultra has duly and properly  filed,  and or the Seller
filed on behalf of Ultra, 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.

         P. Full Disclosure.  As of the date of this Agreement,  the Seller, and
at the Closing Date will have, disclosed all events, conditions, and facts known
to her regarding Ultra which could  materially  affect the Buyer,  its licenses,
its  financial  condition  and any business  prospects  of the Buyer  related to
Ultra.  The Seller has not now, and will not have at the Closing Date,  withheld
knowledge  of such events,  conditions,  and facts which the Seller knows or has
reasonable  ground to know may materially  affect the Buyer,  its licenses,  its
financial  condition  and any  business  prospects  of the Buyer  related to the
acquisition of stock in Ultra.  Except as otherwise  disclosed  pursuant to this
Agreement,  no  representation  or warranty  contained  herein, or in any of the
Attachments 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  material  untrue or incorrect
statement  or  omits  or  will  omit  any  material   fact  without  which  such
representation,   warranty   statement  or   certificate   would  be  materially
misleading.

         Q.  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 Ultra are contained
in the Minute Book of the Corporation and are true, correct and complete.

VI.      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 the complete and unrestricted power and authority to execute and
acquire at Closing the shares of Ultra 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.

VII.     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
the Letter of Intent,  dated  February 9, 1999,  until the  Closing,  the Seller
shall 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 Ultra,  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 Ultra as they may reasonably request. In the
event the parties cannot  complete the Agreement,  all copies of Ultra's records
and documents  delivered to Buyer shall be destroyed and all originals returned.
All  information  obtained by either  party  hereto with regard to any  business
affairs of the  other,  of Ultra by Buyer,  shall  remain  confidential  and all
documents belonging to Maxnet, Inc. shall be destroyed.

         The Buyer  acknowledges  that Seller and Ultra have provided  access to
all records which Buyer has asked to examine and answered all questions.

                  (ii) Conduct of  Business.  During the period from the date of
the Letter of Intent until the Closing, except with the prior written consent of
the Buyer,  the Seller  shall cause  Ultra to comply  with all laws  material to
Ultra 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 the
Letter of Intent until  Closing,  except with the prior  written  consent of the
Buyer,  the Seller shall not cause Ultra to do any of the acts  described in the
following  items (1) through (5): (1) make any change in Ultra's and  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 Ultra's
capital stock, or directly or indirectly redeem,  purchase, or otherwise acquire
any of Ultra's  capital stock, or issue,  distribute,  hypothecate or pledge any
shares of Ultra's capital stock held in its treasure;  (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.

VIII.    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 Changes.  Except as otherwise disclosed pursuant
to this Agreement,  there shall not have occurred, between the date of execution
of the Letter of Intent and the Closing  Date,  any material  adverse  change in
Ultra's condition,  financial or otherwise,  nor the creation of any liabilities
to Ultra and the Assets  whether or not it is reflected on the balance  sheet as
of the Closing Date.

         B.  Representations and Warranties of the Parties.  The representations
and warranties of the parties 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 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 Ultra's  records to show
ownership  of the  assets  to be sold,  including  buy not  limited  to  payment
receipts, shipping documents, etc.

         E. Absence of  Litigation.  As of the Closing,  other than the Ogulnick
matter  referred  to  above,  there is Seller  knows of no actual or  threatened
litigation  against  Seller or Ultra the  Closing,  the  results 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 Ultra.

         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.

IX. Conditions Precedent to the Seller's Obligations.

         A. 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.

         B. Employment  Agreement.  Buyer shall deliver to Seller at the Closing
an executed Memorandum of Employment in the form attached hereto as Exhibit A.

X.  Closing

         The  Closing  of  the  transactions  contemplated  hereunder  shall  be
consummated  at the offices of Maxnet,  Inc. on March 9, 1999.  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".

XI. 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.

XII.  Indemnification.

         Seller hereby  agrees to indemnify,  defend and hold harmless the 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  Ultra,  its Assets or the
Buyer caused by (a) liabilities  and obligations of, and claims against,  Ultra,
its Assets  (including  buy 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,  known to Seller as of the closing
date, and not disclosed to or known by the Buyer, prior to the closing, or (b) a
material breach of any agreement, covenant, representation or warranty of Seller
(including  those on made on behalf  of  Ultra),  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.

XIII.  Documentation.

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

XIV. 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
Jersey.

XV.  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 al 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 Buyer:         Steven Feinberg, Esq., LLC
                  333 North Broadway, Suite 1000, Jericho, New York 11753

To Seller:        Steven Solomon, Esq.
                  P.O. Box 516, Manchester, New Hampshire 03105-0516


XVI. Waiver and Modification.

         No  waiver  or  modification  of  this  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.

XVII.  Assignment.

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

XVIII. 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.

XIX. Parties Bound.

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

XX.  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.

XXI. Counsel.

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

XXII.  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.

XXIII.   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.

XXIV.   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.

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



Ultra Web, Inc.


By:________________________________
     Michele Erard-Coupe, President


__________________________________
Michele Erard-Coupe, individually


Buyer:

Maxnet, Inc.


By:  _______________________________
     Henry Val, President and CEO

<PAGE>

--------------------------------------------- ----------------------------
AFFILIATES - 1-800-FLOWERS                    COPY OF KASSA A.G. LETTER
--------------------------------------------- ----------------------------
IYP-HARDING & SOFTWARE                        IYP ADVERTISING AGREEMENT
--------------------------------------------- ----------------------------
ULTRA HARDWARE & SOFTWARE                     PRICING GUIDES
--------------------------------------------- ----------------------------
DATABASES - USA or USA & CANADA               (UNEXECUTED) Axiom
--------------------------------------------- ----------------------------
LICENSE AGREEMENTS
--------------------------------------------- ----------------------------
TRADEMARK/COPYRIGHTS/PATENTS
--------------------------------------------- ----------------------------
CUSTOMER LISTS IN SALES
LOGIX SYSTEM IN SOFTWARE
ASSETS NETWORK SYSTEM
--------------------------------------------- ----------------------------
LIST OF SALES PEOPLE - same as above
IN NETWORK SALES
LOGIX SOFTWARE SYSTEM
--------------------------------------------- ----------------------------
EMPLOYMENT CONTRACTS - SUPERNOVA ASSOC.
--------------------------------------------- ----------------------------
LEASES - TOSHIBA PHONE
--------------------------------------------- ----------------------------
WEBTOOLS RESELLER AGREEMENT
--------------------------------------------- ----------------------------
SOFTWARE PURCHASE OPTION
--------------------------------------------- ----------------------------

<PAGE>

                              Asset Inventory List

                                 UltraWeb, Inc.

First System - The Yellow Pages

1.       9 Bay Data Silo

2.       (9) 10 Gig Drives

3.       2 Gig IDE Drive

4.       Pentium I

5.       Case



Second System - The White Pages

1.       4 Bay Data Silo

2.       (4) 10 Gig Drives

3.       2 Gig IDE Drive

4.       Pentium II

5.       Case