PURCHASE AGREEMENT BETWEEN MAXNET, INC.
                           AND VALANTINO SALOTTI, INC.

I.       Parties.

                  This PURCHASE  AGREEMENT is made this 8th day of May, 1998, by
and between Maxnet, Inc., incorporated under the laws of Delaware (the "Buyer"),
and Valantino Salotti,  Inc., a corporation organized and existing under the law
of New York (the "Seller" or "Corporation").

II.      Recitals.

                  A. Seller is  desirous of selling to Buyer;  a Bill of Sale is
attached  as  Exhibit  "A." The  Buyer  and  Seller  agree  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  the 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 premises 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.

Purchase Price.

                  The terms are as follows;  shareholders of VS received 500,000
shares of Maxnet,  Inc., common stock plus $50,000 in working capital.  VS shall
need  additional  funding from time to time, to proceed with its business  plan.
After  evaluating VS's quarterly  budget Maxnet,  Inc. shall provide  additional
funding per quarter.

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 of 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  conduct  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 of 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;  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 common stock,  all of which
shares  have been  issued and are  outstanding,  and have been duly  authorized,
validly issued,  fully paid and nonassessable.  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 of 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.

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 into 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
intercompany  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  Date,  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.

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):

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;  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;  mortgage,
pledge,  or  subject  to lien or any other  charge or  encumbrance  the  shares;
purchase or otherwise  acquire any equity or debt  security or any  corporation,
entity or otherwise;  or 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 Changes.  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. Shareholders' Agreement and Distributorship  Agreement. The
Shareholders'  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.

                  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.

                  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 May 8, 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:        Alex Herman, Esq., P.C.
                                    _______, NY


                  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  consent  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.

<PAGE>

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

Seller:

Valantino Salotti, Inc.


By:
   ---------------------------------
     Isaak Val, President


Buyer:

Maxnet, Inc.


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

<PAGE>

                             AGREEMENT TO SUB-LEASE

                  This  agreement,  made  this  8th  day of May,  1998,  between
Tradeway  Upholstery  Corporation,(hereinafter  "Lessor") and Valantino  Salotti
(Maxnet, Inc.), (hereinafter "Lessee").

                  Lessor does hereby agree to grant,  demise and let, and Lessee
does hereby  agree to take  possessions  from the 8th day of May,  until May 31,
1999.

                  It is  further  agreed by and  between  the  parties  that the
Lessor shall: renew lease on a year to year basis,  unless terminated in writing
by either of the parties.

                  It is further agreed that the lease herein  provided for shall
be executed by the parties hereto on the 8th day of May.

                  It is further  agreed that in the event that the lease  herein
provided for shall be executed, then and in such case the Lessor shall give, and
the Lessee shall take, possession of said premises on the 8th day of May, of the
3rd Floor of 248 Flushing Avenue, Brooklyn, NY 11205.

                  It is further agreed that these presents shall operate only as
a sub-lease.

                  IN WITNESS WHEREOF,  the parties hereto do set their hands and
seals.

Witnesses:


Landlord


Tenant