PURCHASE AGREEMENT

I.       Parties.

         This PURCHASE AGREEMENT is made this 9th day of February,  1999, by and
between Maxnet, Inc.,  incorporated under the laws of the State of Delaware, the
("Buyer"),  and  Trident  Recovery  Systems,  Inc.,  (hereinafter  "Trident")  a
corporation  organized and existing  under the laws of the State of New York the
("Seller").

II.      Recitals.

         WHEREAS,  Seller is  desirous of selling  Trident  and  certain  assets
("Assets")  list of which is  attached as  Attachment  #2, to the Buyer upon the
terms and conditions  hereinafter set forth in this Purchase Agreement (together
with any Attachments hereto, the "Agreement").

         WHEREAS,  Seller  is the owner of  certain  collection  related  assets
including  but not  limited  to the  customers,  equipment,  expertise,  and all
similar  designations   thereto,   certain  proprietary   contracts,   etc.  See
Attachment; and

         WHEREAS, Steven M. Feinberg, is the sole shareholder in Trident and the
assets as listed on the Attachment; and

         WHEREAS,  Steven M. Feinberg,  wish to sell, transfer and exchange 100%
of the joint and  respective  rights,  title and  interest in and to 100% of the
shares in Trident and the assets as listed on the Attachment to Buyer; and

         WHEREAS,  the Board of Directors of Trident and Steven M.  Feinberg has
consented to such sale,  transfer and  exchange;  and

         WHEREAS,  Buyer  desires to  purchase  100% of the  aforesaid  share of
Trident and the assets as listed on the Attachment for and in  consideration  of
the Purchase Price referred to below; and

         IN CONSIDERATION of the purpose of this Purchase Agreement, all parties
hereby mutually and individually acknowledge and agree to the following:

         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. Agreement to Sell. All of the SELLERS  PARTIES hereby agree to sell,
transfer and exchange 100% of their joint and  respective  shares in Trident and
the assets  listed on the  Attachment  to Buyer,  said shares to  aggregate  200
shares (out of 200 total share issued and  outstanding)  of common stock, no par
value,  constituting 100% of the issued and outstanding shares in and to Trident
and Buyer hereby agrees to purchase all of said shares for and in  consideration
of the Purchase Price referred to in Paragraph 2, below.

         2. Purchase Price. All parties hereby agree that the purchase price for
100% of the Trident shares  referred to in Paragraph 1 shall be $875,000.00  and
the  shareholders  are willing to accept 500,000 common shares of MXNT .0001 par
value.  To be released as follows:  $100,000 to be released  upon the signing of
this document and Trident  transferring  its assets as listed on the Attachment;
the  next  100,000  shares  are  to  be  released  in  three  (3)  months  after
consummation  of the  purchase;  then  100,000  shares in six (6)  months,  then
100,000 in nine (9) months,  then the final 100,000 in twelve (12) months.  Said
distribution  of shares to be distributed to the respective  member of the PARTY
in proportion to the stock ownership in Trident and the Assets.

         3.  Closing.  Closing of the above  referenced  transaction  shall take
place at 2:00 P.M. on February 9, 1999 at the offices of Maxnet, Inc. located at
4440 U.S.  Highway  Rt 9 South,  Suite 2800  Freehold,  NJ 07728 or at any other
location acceptable by both parties.

IV.      Value.

         Seller, on the Closing Date, shall sell, transfer, assign and convey to
the Buyer, and the Buyer shall purchase from the Seller,  all of Seller's right,
title and  interest in Trident  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.

V.       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 delivery to
Buyer  Trident and the Assets at Closing,  and Buyer is so acquiring at Closing,
good,  valid and marketable  title to Trident and 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 to 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' right, and will not:

                           (i)      Violate any provision of law;

                           (ii)     Conflict    with    the    Certificate    of
                                    Incorporation  or the Bylaws of the Seller's
                                    Corporation; 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 the  Corporation  under
                                    which the Corporation conducts its business.

         E.  Capital  Stock.  The Seller's  authorized  capital  stock  consists
entirely of 200 Shares of no 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  delivery  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 Trident and 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 Trident and
the Assets as provided in this  Agreement,  and such delivery will convey to the
Buyer lawful,  valid,  marketable and  indefeasible  title to all of 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.  In the event  that a license  is
required to carry on any and all business related to this Agreement,  the Seller
shall  apply  for  such  license  within  10  days of any  notification  of such
necessity for such license.

         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, Trident.

         I. Litigation.  There is no suit,  action,  arbitration,  proceeding or
investigation  pending  or  threatened  by  or  against  Seller,  its  business,
properties,  assets, licenses,  permits or goodwill, or by or against any or the
Seller's officers, directors,  employees, affiliates 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 by
any   governmental   department,    bureau,   commission,   board,   agency   or
instrumentality,  not 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  monies due to them or damages  sustained
by them which  relates to or may affect the business or  financial  condition of
the Seller.

         J. Financial  Statements.  Seller shall prepare and furnish any and all
financial statements required by the Buyer within 10 days of such request.

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

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

         M. Binding  Contracts.  Except as set forth  hereto,  as of the Closing
Date, the Seller does not have any material contracts, commitments, arrangements
or  understandings,  except for the  employment  agreement  between  Trident and
Steven  M.  Feinberg,  LLC  and,  after  the  Closing,  will not be bound by any
material contract commitment, arrangement or understanding, excluding employment
agreements, if not otherwise set forth in this Agreement.

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

         O. Patents,  Trademarks,  Trade Names, Etc. Except as set forth hereto,
the  Seller  does not own or  possess  any  license  or other  rights to use any
patient, 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.

         P. 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.

         Q. Authority,  Bank Accounts, Etc. All Authority to Bank Accounts after
this closing shall be arranged by Maxnet,  Inc.  Corporate  headquarters  in New
Jersey.

         R. Tax  Matters.  The Seller has duly and  properly  filed,  and or the
Seller  filed on behalf of the Trident  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.

         S. 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 buyer, its licenses, its financial condition and any
business  prospects  of the Buyer.  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  affect the Buyer,  its
licenses,  its  financial  condition  and any  business  prospects of the Buyer.
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 untrue or  incorrect  statement or omits or will omit any fact
without which such  representation,  warranty  statement or certificate would be
misleading.

         T.  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.

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 Trident and Assets 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 3rd, 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 the TRIDENT  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 Trident Corporation
as they may reasonable request.

                  (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 the Trident  Corporation  to comply with all
laws material to the Trident  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 the
Letter of Intent until  Closing,  except with the prior  written  consent of the
Buyer, the Seller Shall Not cause the Trident  Corporation to do any of the acts
described in the following items (1) through (5).

                           (1)  make  any   change  in   Trident   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 Trident  Corporation's  capital
stock, or directly or indirectly  redeem purchase,  or otherwise  acquire any of
Trident Corporations  capital stock, or issue distribute,  hypothecate or pledge
any share of Trident Corporation 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.

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
Trident Corporation's condition, financial or otherwise, nor the creation of any
liabilities  to the  Trident  Corporation  and the  Assets  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 Trident  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  Trident  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 Trident  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 would be
materially adverse to the business of the Trident 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.

IX. 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.

X.  Closing.

         The  Closing  of  the  transactions  contemplated  hereunder  shall  be
consummated at the office of Maxnet,  Inc. on February 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 the Trident  Corporation,
its Assets or the Buyer caused by (a) liabilities and obligations of, and claims
against, the Trident  Corporation,  its Assets (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 made on behalf of the  Trident  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.

XIII.    Documentation.

         The Trident Corporation and each 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 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 Buyer:  Gerald Kaufman, Esq.
                    33 Walt Whitman Road, Suite 233 Huntington Station, NY 11746

         To Seller: Steven Feinberg, Esq., LLC
                    333 North Broadway, Suite 1000 Jericho, NY 11753

XVI.     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,  not 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   inure  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,  statement  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 Seller:

         TRIDENT:


         By: ______________________________________________
             Steven Feinberg, President and Chairman of the Board

Buyer:

         MAXNET, INC.


         By:_________________________________________
                  Henry Val, President and CEO