ASSET PURCHASE AGREEMENT

                  ASSET PURCHASE  AGREEMENT dated as of October 17, 2000, by and
among MAXPLANET  CORPORATION INC., a New Jersey Corporation having its principal
place of business at 4400 US Highway Freehold,  NJ 07728.  (hereinafter referred
to as ("Seller"),  and NPS  INTERNATIONAL  CORPORATION,  a New York  corporation
("Purchaser"),  with its  principal  place of  business  at 812  Proctor  Avenue
Ogdensburg, NY 13669 with reference to the following RECITALS:

                  A. Seller,  is engaged in the internet  business  (hereinafter
referred to as the "Business").

                  B.  After  the  transaction,  Purchaser  shall  have  acquired
certain of the assets and none of the liabilities of Seller.

                  C. Subject only to the limitations and exclusions contained in
this Agreement and on the terms and  conditions  hereinafter  set forth,  Seller
desires to sell and  Purchaser  desires to purchase  the assets of the Seller as
more particularly described herein.

         NOW THEREFORE,  in  consideration of the recitals and of the respective
covenants,  representations,  warranties and agreements  herein  contained,  and
intending  to be legally  bound  hereby,  the  parties  hereto  hereby  agree as
follows:


                          ARTICLE I - PURCHASE AND SALE

         1.1.  Description  of  Assets.  Upon  the  terms  and  subject  to  the
conditions  set forth in this  Agreement,  Seller,  does hereby  agree to grant,
convey,  sell, transfer and assign to Purchaser and Purchaser shall purchase all
of Seller's right,  title, and interest in the following assets,  properties and
contractual rights of Seller, listed on Schedule on 1.1 which is attached hereto
and made a part hereof.

         1.2  Non-Assumption  of Liabilities.  Except as explicitly set forth in
this  Agreement,  Purchaser  shall not, by the execution and performance of this
Agreement or otherwise,  assume,  become responsible for, or incur any liability
or  obligation of any nature of Seller,  whether legal or equitable,  matured or
contingent, known or unknown, foreseen or unforeseen, ordinary or extraordinary,
patent or latent,  whether arising out of occurrences  prior to, at or after the
date of this  Agreement,  including,  without  limiting  the  generality  of the
foregoing,  any  liability  or  obligation  arising out of or  relating  to: any
occurrence or circumstance (whether known or unknown

         1.3  Accounts  Receivable.  Purchaser  shall not  purchase any accounts
receivable of Sellers reflected on Sellers' books as of the Closing.

         1.4 Agreement to Purchase.  At the Closing  hereunder,  Purchaser shall
purchase the Assets from Seller, upon and subject to the terms and conditions of
this Agreement and in reliance on the representations,  warranties and covenants
of Seller  contained  herein,  in exchange for the Purchase  Price  (hereinafter
defined).


                           ARTICLE II - PURCHASE PRICE

         2.1 Purchase  Price.  In exchange for the Assets,  Purchaser  shall pay
Seller  (subject to adjustment as provided in Section 2.4 below) (the  "Purchase
Price") Three Million Five Hundred  (3,500.000) shares of the Purchaser's common
stock.

         2.2 Payment at Closing. At the closing,  the Purchaser shall, deliver a
letter to its transfer agent  authorizing the issuance of the agreed upon number
of shares.

         2.3 Allocation of Purchase Price. The Purchase Price shall be allocated
among the assets as set forth on schedule 1.1


                  ARTICLE III - CLOSING, ITEMS TO BE DELIVERED,
                              THIRD PARTY CONSENTS,
                      CHANGE IN NAME AND FURTHER ASSURANCES


         3.1 Closing.  The Closing (the  "Closing")  of the sale and purchase of
the Assets  shall take place at 10:00 A.M.,  local time,  on or about  August 5,
2000 an agreed upon  location,  or on such other date as may be mutually  agreed
upon in writing by  Purchaser  and Seller.  The date of the Closing is sometimes
herein referred to as the "Closing Date."

         3.2 Items to be Delivered at Closing. At the Closing and subject to the
terms and conditions herein contained:

                  (a) Seller shall deliver to Purchaser the following:

                           (i) such bills of sale with  covenants  of  warranty,
assignments,  endorsements,  and  other  good  and  sufficient  instruments  and
documents  of  conveyance  and  transfer,  in form  reasonably  satisfactory  to
Purchaser  and its counsel,  as shall be necessary and effective to transfer and
assign to, and vest in,  Purchaser all of Seller's right,  title and interest in
and to the Assets.

                           (ii) all of the agreements,  contracts,  commitments,
leases, plans, bids, quotations,  proposals,  instruments, computer programs and
software,  data bases,  manuals  and  guidebooks,  price books and price  lists,
customer  and  subscriber   lists,   supplier  lists,   sales  records,   files,
correspondences,  legal opinions,  rulings issued by governmental  entities, and
other  documents,  books,  records,  papers,  files,  office  supplies  and data
belonging to Seller which are part of or related to the Assets;

                  (b) Purchaser shall deliver to Seller the following:

                           (i) the items  reflecting the payment of the Purchase
Price and related documents.

                  (c) at or prior to the Closing,  the parties hereto shall also
deliver to each  other the  agreements,  certificates  and other  documents  and
instruments referred to in this Agreement.

         3.3 Further Assurances.  Each of the parties hereto will cooperate with
the other and execute and deliver to the other parties  hereto,  without further
consideration,  such other instruments and documents and take such other actions
as may be  reasonably  requested  from time to time by any other party hereto as
necessary  to carry out,  evidence  and  confirm the  intended  purposes of this
Agreement.


              ARTICLE IV - REPRESENTATIONS AND WARRANTIES OF SELLER

         Seller and  Shareholders  represent  and  warrant to the  Purchaser  as
follows:

         4.1  Organization  and  Qualification.  Seller  is a  corporation  duly
organized,  validly  existing,  and in  good  standing  under  the  laws  of its
jurisdiction of incorporation. Seller has all requisite power and authority, and
all   necessary   consents,   authorizations,   approvals,   orders,   licenses,
certificates,  and permits of and from, and  declarations  and filings with, all
federal,  state,  local, and other  governmental  authorities and all courts and
other tribunals,  to own, lease,  license, and use its properties and assets and
to carry on the business in which it is now engaged. Seller is duly qualified to
transact  the  business  in which it is  engaged  and is in good  standing  as a
foreign  corporation  in every  jurisdiction  in which its  ownership,  leasing,
licensing,  or use of property or assets or the conduct of their  business makes
such qualification necessary.

         4.2 Tax and Other  Liabilities.  Seller has no liability of any nature,
accrued or contingent,  including  without  limitation  liabilities for federal,
state,  local,  or foreign taxes and penalties,  interest,  and additions to tax
("Taxes") and liabilities to customers or suppliers, which will have any adverse
impact on the Purchaser.

         4.3 Litigation and Claims. There is no litigation,  arbitration, claim,
governmental  action or other proceeding (formal or informal),  or investigation
pending, threatened, or in prospect (or any basis therefor known to Seller) with
respect to Seller, or any of its or his respective  businesses,  properties,  or
assets,  and Seller is not affected by any present or threatened strike or other
labor  disturbance  which affects the Assets being  transferred.  To the best of
Seller's  knowledge,  Seller is not in violation  of, or in default with respect
to,  any law,  rule,  regulation,  order,  judgment,  or  decree;  nor is Seller
required to take any action in order to avoid such violation or default.

         4.4 Assets and  Properties.  Schedule 1.1 lists all of the tangible and
intangible  properties and assets of Seller being  transferred.  Seller has good
and  marketable  title to the  assets  free and clear of all  liens,  mortgages,
security interests,  pledges,  charges,  and encumbrances (except such as may be
listed in Schedule  1.1.) Upon  consummation  of the  transactions  contemplated
hereby, Purchaser will acquire good and marketable title to the Assets.

         4.5 Customers.  Schedule 4.5  accurately  sets forth the customer list,
service charges,  equipment locations, and customer contracts to the extent they
may exist.

         4.6 Employees.  Nothing  contained in this Agreement or otherwise shall
obligate  Purchaser to employ any person who is now or in the future employed by
Seller except for and Henry Val who shall become Purchaser's President.

         4.7   INTENTIONALLY DELETED

         4.8 Authority to Sell.  Seller has all requisite power and authority to
execute,   deliver,   and  perform  this  Agreement.   All  necessary  corporate
proceedings of Seller have been duly taken to authorize the execution, delivery,
and  performance  of this  Agreement  by Seller.  This  Agreement  has been duly
authorized,  executed, and delivered by Seller and constitutes the legal, valid,
and binding  obligation  of Seller and is  enforceable  as to them in accordance
with its terms.

         4.9  Financial Statements.

                  Attached  hereto  with  respect to the Seller is the  compiled
balance  sheet and income  statement  of each of the last two (2) fiscal  years,
(the "Seller's Financial Statement"). The Financial Statements together with the
related notes and schedules attached thereto:

                           (1) have been prepared in  accordance  with the books
of account and records of the Seller;

                           (2) fairly present Seller's  financial  condition and
the results of  operations as and for the period  therein  specified and contain
all notes  required to make the  presentation  therein  accurate in all material
respects;

                           (3) have been prepared in accordance  with  generally
accepted accounting principles consistently applied during the periods involved;

                           (4) do not  include  or omit to state any fact  which
renders such financial statements misleading; and

                           (5) all of which have been certified by the President
of the Seller to the effect set forth in the foregoing clauses (1) through (4).

         4.10     INTENTIONALLY OMITTED

         4.11  Absence  of  Broker.  No agent or broker or other  person  acting
pursuant  to  authority  of the Seller or of  Shareholders  is  entitled  to any
commission,   finder's  or  similar  fee  in  connection  with  the  Transaction
contemplated by this Agreement.

         4.12 Securities  Representation.  Shareholders represent that they have
had an opportunity  to review all of purchasers  filings with the Securities and
Exchange Commission filed by Purchaser. Shareholders further represent that they
have been  afforded an  opportunity  to ask  questions  of officers or agents of
Purchaser  and to  investigate  the  business  and affairs of Purchaser to their
satisfaction.  Shareholders further represent that they understand that although
the Shares of  Purchaser  which they are  receiving in the  transaction  will be
registered under the Securities Act of 1933, as amended (the "Act"). Such shares
shall be subject to the provisions of a separate  "Lock-up"  Agreement  which is
attached hereto as Exhibit B.

         4.13  Payment  of  Obligations.  All  obligations  of Seller  have been
incurred in the  ordinary  course of business  and will be paid in the  ordinary
course of business of Seller as they become due.

         4.14  Books  and  Records.  The  books and  records  pertaining  to the
business  of  Seller   delivered  or  made   available  to  Purchaser   and  its
representatives for review are substantially  complete and substantially correct
in all  material  respects  and have been  maintained  in  accordance  with good
business practice.

         4.15 Consents for Sale.  No consent,  authorization,  approval,  order,
license,  certificate,  or permit of or from, or declaration or filing with, any
federal,  state,  local, or other  governmental  authority or any court or other
tribunal  is  required  by Seller  for the sale of the Assets to  Purchaser.  No
consent of any party to any contract,  agreement,  instrument,  lease,  license,
arrangement,  or  understanding to which Seller is a party, or to which it or he
or any of its or his respective businesses,  properties,  or assets are subject,
is required for the sale of the Assets to Purchaser.  The  execution,  delivery,
and performance of this Agreement will not: (a) violate,  result in a breach of,
conflict  with,  or (with or without the giving of notice or the passage of time
or both)  entitle any party to  terminate or call a default  under,  entitle any
party to rights and privileges  that such party was not receiving or entitled to
receive  immediately  before this  Agreement  was  executed  (except for service
contracts  between the Seller and customers which may not be assignable  without
the customer's consent); (b) create any obligation on the part of Seller that it
was not  paying or  obligated  to pay  immediately  before  this  Agreement  was
executed under,  any term of any such contract,  agreement,  instrument,  lease,
license, arrangement, or understanding; or, (c) violate or result in a breach of
any term of the  Certificate  of  Incorporation  (or other charter  document) or
by-laws of Seller, or violate,  result in a breach of, or conflict with any law,
rule,  regulation,   order,  judgment  or  decree  binding  on  Seller,  or  any
Shareholder  or to  which it or he or any of its or his  respective  businesses,
properties, or assets are subject.

         4.16  Completeness of Disclosure.  No representation or warranty by the
Seller in this Agreement  contains or on the date of the Closing will contain an
untrue  statement  of material  fact or omits or on the date of the Closing will
omit to state a material fact required to be stated therein or necessary to make
the statements made therein not misleading.


           ARTICLE V - REPRESENTATIONS AND WARRANTIES OF THE PURCHASER

         The Purchaser represents and warrants to Seller as follows:

         5.1  Organization.  The  Purchaser  is a  corporation  duly  organized,
validly  existing,  and in good standing under the laws of its  jurisdiction  of
incorporation.  with all requisite power and authority to own,  lease,  license,
and use its properties and assets. To the best of Purchaser's knowledge, it has,
with  all  requisite   power  and   authority,   and  all  necessary   consents,
authorizations,  approvals, orders, licenses,  certificates,  and permits of and
from, and  declarations and filings with, all federal,  state,  local, and other
governmental  authorities  and all courts and other  tribunals,  to own,  lease,
license, and use its properties and assets and to carry on the business in which
it is now engaged and the  business in which it  contemplates  engaging.  To the
best of  Purchaser's  knowledge,  Purchaser  is duly  qualified  to transact the
business in which it is engaged and is in good standing as a foreign corporation
in every  jurisdiction  in which its ownership,  leasing,  licensing,  or use of
property or assets or the  conduct of their  business  makes such  qualification
necessary.

         5.2  Authority  to Buy.  The  Purchaser  has all  requisite  power  and
authority  to  execute,  deliver,  and perform  this  Agreement.  All  necessary
corporate  proceedings  of the  Purchaser  have been duly taken to authorize the
execution,  delivery,  and performance of this Agreement by the Purchaser.  This
Agreement has been duly authorized, executed, and delivered by the Purchaser, is
the legal, valid, and binding obligation of the Purchaser, and is enforceable as
to it in accordance with its terms.

         5.3  Conflicts.  The execution  and delivery of this  Agreement and the
instruments  and  documents  to be  delivered  by  Purchaser  pursuant  to  this
Agreement,  the consummation of the transactions  contemplated by this Agreement
and the compliance  with the terms,  conditions and provisions of this Agreement
by Purchaser will not (i)  contravene  any provision of Purchaser's  articles of
incorporation  or  bylaws;  or (ii)  conflict  with or  result in a breach of or
constitute a default (or an event which  might,  with the passage of time or the
giving  of  notice  or both,  constitute  a  default)  under  any of the  terms,
conditions or provisions of any indenture, mortgage, loan or credit agreement or
any other  agreement or instrument to which  Purchaser is a party or by which it
or its assets may be bound or affected, or any judgment or order of any court or
governmental department, commission, board, agency or instrumentality,  domestic
or foreign, or any applicable law, rule or regulation.

         5.4 Litigation and Claims. There are no actions, suits,  investigations
or  proceedings  pending or, to  Purchaser's  knowledge,  threatened  against or
affecting Purchaser, its executive officers or directors at law or in equity, by
or before any court or governmental  department,  agency or instrumentality that
would prevent Purchaser from consummating the transactions  contemplated  hereby
and fulfilling its obligations  hereunder.  Purchaser is not in violation of, or
in default in respect to any law, rule, regulations, order, judgment, or decree;
nor is Purchaser required to take any action in order to avoid such violation or
default.  To the best of  Purchaser's  knowledge,  it is not now in violation or
breach of, or in default with respect to complying  with,  any material  term of
any contract,  agreement, lease or license, and additionally is not aware of any
facts that could result in a claim or lawsuit  against the Purchaser which would
materially  affect the Purchaser's  financial  status or ability to transact its
contemplated business.

         5.5 Completeness of Disclosure.  No  representation or warranty made by
Purchaser in this Agreement  contains or on the date of the Closing will contain
an untrue statement of material fact or omits or on the date of the Closing will
omit to state a material fact required to be stated therein or necessary to make
the statements made therein not misleading.


                     ARTICLE VI - AGREEMENTS PENDING CLOSING

         6.1 Actions of Purchaser.  Purchaser will not knowingly take any action
which  would  result in a breach of any of its  representations  and  warranties
hereunder.  Furthermore,  Purchaser shall cooperate with Seller and use its best
efforts to cause all of the  conditions  to the  obligations  of  Purchaser  and
Seller under this Agreement to be satisfied on or prior to the Closing Date.

         6.2 Audit.  In the event that an audit be required by  Purchaser,  then
Purchaser's  obligation  to  consummate  this  transaction  is  contingent  upon
Purchaser's  determination  that  it can  obtain  certified  audited  historical
financial statements, which in the opinion of Purchaser's professional advisors,
are suitable for incorporation in registration  statements and other material to
be filed by Purchaser  with the  Securities  and Exchange  Commission  under the
Securities  Act of 1933,  as amended.  Purchaser  shall arrange and pay for such
certified  audits to be  prepared  by an auditor of its  choice.  The Seller and
Shareholders shall be solely responsible for the costs of their own accountants.
Seller agrees to provide  Purchaser and  Purchasers=  auditors full and complete
access to its books  and  records  both  prior to and after the  Closing  and to
cooperate in the  preparation  of audited  financial  statements if the same are
necessary.


                       ARTICLE VII - CONDITIONS PRECEDENT
                         TO OBLIGATIONS OF THE PURCHASER

         The  obligations  of the Purchaser  under this Agreement are subject to
the following  conditions  which shall occur or be waived by the Purchaser prior
to closing:

         7.1 Accuracy of  Representations  and Compliance with  Conditions.  All
representations  and warranties of Seller  contained in this Agreement  shall be
accurate  when made and,  in  addition,  shall be  accurate as of the Closing as
though such  representations  and warranties  were then made in exactly the same
language by Seller and such  representations  and warranties will be made in the
office's closing certificates; as of the Closing Seller shall have performed and
complied with all covenants and agreements and satisfied all conditions required
to be performed  and complied with by any of them at or before such time by this
Agreement  (which have not been waived by Purchaser  closing without same);  and
the Purchaser shall have received  certificates  executed by the chief executive
officer and the chief financial officer of Seller dated the date of the Closing,
to that effect.

         7.2  Other  Closing  Documents.  Seller  shall  have  delivered  to the
Purchaser at or prior to the closing such other  documents as the  Purchaser may
reasonably  request in order to enable the  Purchaser to  determine  whether the
conditions to their obligations under this Agreement have been met and otherwise
to carry out the provisions of this Agreement.

         7.3 Review of Proceedings. All actions,  proceedings,  instruments, and
documents  required to carry out this  Agreement or  incidental  thereto and all
other  related legal  matters  shall be subject to the  reasonable  approval of,
counsel  to the  Purchaser,  and Seller  and shall  have  furnished  Purchaser's
counsel such  documents as such counsel may have  reasonably  requested  for the
purpose of enabling them to pass upon such matters.

         7.4 Legal  Action.  There shall not have been  instituted or threatened
any legal proceeding  relating to, or seeking to prohibit or otherwise challenge
the  consummation  of, the  transactions  contemplated by this Agreement,  or to
obtain substantial damages with respect thereto.

         7.5 No Governmental Action. There shall not have been any action taken,
or any law, rule, regulation, order, judgment, or decree proposed,  promulgated,
enacted,   entered,   enforced,   or  deemed   applicable  to  the  transactions
contemplated  by  this  Agreement  by  any  federal,   state,  local,  or  other
governmental authority or by any court or other tribunal, including the entry of
a preliminary or permanent injunction,  which, in the reasonable judgment of the
Purchaser,  (a) makes any of the  transactions  contemplated  by this  Agreement
illegal,  (b) results in a delay in the ability of the  Purchaser to  consummate
any of the  transactions  contemplated by this Agreement,  (c) imposes  material
limitations on the ability of the Purchaser  effectively to exercise full rights
of ownership of the assets,  or (d) otherwise  prohibits,  restricts,  or delays
consummation  of any of the  transactions  contemplated  by  this  Agreement  or
impairs the  contemplated  benefits to the Purchaser of any of the  transactions
contemplated by this Agreement.

         7.6 Governmental  Approval. It is not necessary for any party to obtain
at  or  prior  to  the  Closing  the  unconditional   written  approval  of  any
governmental  agency  for  the  execution,  delivery,  and  performance  of this
Agreement by each of them.

         7.7 Contractual  Consents  Needed.  The parties to this Agreement shall
have obtained at or prior to the Closing all consents,  if any, required for the
consummation of the  transactions  contemplated by this Agreement from any party
to  any  contract,  agreement,   instrument,  lease,  license,  arrangement,  or
understanding to which any of them is a party, or to which any of them or any of
their  respective  businesses,  properties,  or assets are  subject,  except for
service contracts between Seller and its customers.


        ARTICLE VIII - CONDITIONS PRECEDENT TO THE OBLIGATIONS OF SELLER

                  All  obligations of Seller under this Agreement are subject to
the  fulfillment  or  satisfaction,  prior to or at the Closing,  of each of the
following conditions precedent:

         8.1 Deliveries. Purchaser shall receive at Closing, all of the Purchase
Price consideration set forth in Section 2.1.

         8.2  Representations  and  Warranties  True as of the Closing Date. The
representations  and  warranties of Purchaser  contained in this Agreement or in
any list,  certificate or document  delivered by Purchaser to Seller pursuant to
the provisions  hereof shall be true on the Closing Date with the same effect as
though such representations and warranties were made as of such date.

         8.3 Compliance with this Agreement.  Purchaser shall have performed and
complied with all  agreements  and  conditions  required by this Agreement to be
performed or complied with by them prior to or at the Closing.

                  (a) any sales, use, documentary,  intangible,  or other tax or
fee owed by Seller or  resulting  from the  transaction  or the  conduct  of the
Business prior to Closing or resulting from this transaction.

                  (b) anything to the contrary set forth above notwithstanding -
Star Services Group Inc. shall remain liable on this indemnification.

                  (c) any damages, losses, deficiencies,  liabilities,  cost and
expenses  resulting from 9.2(a)(i) and (iii) shall be limited to an amount equal
to the purchase price.

          8.4 No Threatened or Pending Litigation. On the Closing Date, no suit,
action or other  proceeding,  or injunction or final judgement  relating hereto,
shall be threatened or be pending before any court or governmental or regulatory
official,  body or authority in which it is sought to restrain or prohibit or to
obtain  damages  or other  relief  in  connection  with  this  Agreement  or the
consummation of the transactions  contemplated hereby, and no investigation that
might  result  in any such  suit,  action  or  proceeding  shall be  pending  or
threatened.


                        ARTICLE X - POST CLOSING MATTERS

         9.1  Discharge of  Obligations.  From and after the Closing Date Seller
shall pay and discharge, in accordance with past practice but not less than on a
timely basis, all obligations and liabilities incurred prior to the Closing Date
with  respect to the assets  (except for those  expressly  assumed by  Purchaser
hereunder) which Seller retains, including without limitation any liabilities or
obligations to employees,  trade creditors and clients (except for those assumed
by Purchaser).

         9.2  Maintenance  of Books and  Records.  Seller  and  Purchaser  shall
preserve until the second  anniversary of the Closing Date all records possessed
or to be possessed by such party  relating to any of the assets,  liabilities or
business of the  business  prior to the Closing  Date.  After the Closing  Date,
where there is a reasonable and legitimate purpose, such party shall provide the
other  parties  with  access to the books and  records,  upon  prior  reasonable
written request specifying the need therefor, during regular business hours.

         9.3 Post Closing Matters.  From and after the closing Date, Seller will
promptly  refer  all  inquiries  with  respect  to  ownership  of the  Assets to
Purchaser.  In  addition,  Seller will  execute  such  documents  and  financing
statements  as Purchaser  may request from time to time to evidence  transfer of
the Assets to  Purchaser,  including  any  necessary  assignments  of  financing
statements.

         9.4  Assumption.  Purchaser shall perform and discharge all of Seller's
obligations  and liabilities  which are  effectively  assumed in accordance with
this Agreement.


                           ARTICLE X11 - MISCELLANEOUS

10.1     Termination.

                  Anything herein or elsewhere to the contrary  notwithstanding,
this  Agreement may be terminated by written  notice of  termination at any time
before the Closing Date only as follows:

                  (i) by mutual consent of Seller and Purchaser;

                  (ii) by Purchaser,  (A) at any time if the representations and
warranties  of Seller  contained  in Section  3.1 hereof were  incorrect  in any
material respect when made or at any time thereafter, or (B) upon written notice
to Seller  given at any time  prior to the  Closing  Date (or such later date as
shall  have been  specified  in a  writing  authorized  on behalf of Seller  and
Purchaser) if all of the  conditions  precedent set forth in this  Agreement are
not satisfied;

                  (iii) by Seller,  (A) at any time if the  representations  and
warranties of Purchaser contained in this Agreement hereof were incorrect in any
material respect when made or at any time thereafter, or (B) upon written notice
to Purchaser  given at any time prior to the Closing Date (or such later date as
shall  have been  specified  in a  writing  authorized  on behalf of Seller  and
Purchaser) if all of the  conditions  precedent set forth in this  Agreement are
not satisfied.

         10.2   Headings.   The  headings  in  this  Agreement  are  solely  for
convenience  of reference  and shall be given no effect in the  construction  or
interpretation of this Agreement.

         10.3  Further  Actions.  At any time and from time to time,  each party
agrees, at its or their expense, to take such actions and to execute and deliver
such documents as may be reasonably necessary to effectuate the purposes of this
Agreement.

         10.4  Availability  of  Equitable  Remedies.  Since  a  breach  of  the
provisions  of this  Agreement  could not  adequately  be  compensated  by money
damages,  any party shall be entitled,  either  before or after the Closing,  in
addition  to any  other  right  or  remedy  available  to it,  to an  injunction
restraining  such breach or a threatened  breach and to specific  performance of
any  such  provision  of this  Agreement.  and in  either  case no bond or other
security  shall be  required in  connection  therewith,  and the parties  hereby
consent to the  issuance of such an  injunction  and to the ordering of specific
performance.

         10.5  Survival.  The  covenants,   agreements,   representations,   and
warranties  contained in or made pursuant to this Agreement by all parties shall
survive the Closing for a period of three (3) year. The statements  contained in
any document  executed by Seller,  relating hereto or delivered to the Purchaser
in connection with the transactions  contemplated  hereby or thereby,  or in any
statement, certificate, or other instrument delivered by or on behalf of Seller,
pursuant  hereto or thereto or delivered to the Purchaser in connection with the
transactions  contemplated hereby or thereby shall be deemed representations and
warranties, covenants and agreements, or conditions, as the case may be, for all
purposes of this Agreement.

         10.6 Modification. This Agreement and the Exhibits hereto set forth the
entire  understanding  of the parties with respect to the subject matter hereof,
supersede all existing agreements among them concerning such subject matter, and
may be modified only by a written instrument duly executed by each party.

         10.7 Notices.  Any notice or other communication  required or permitted
to be given hereunder shall be in writing and shall be mailed by certified mail,
return  receipt  requested  or by  Federal  Express,  Express  Mail,  or similar
overnight  delivery or courier  service or delivered  (in person or by telecopy,
telex, or similar telecommunications  equipment) against receipt to the party to
whom it is to be given at the address of such party set forth in the preamble to
this  Agreement (or to such other  address as the party shall have  furnished in
writing in accordance  with the  provisions of this Section 10.7) with a copy to
each of the other parties hereto.  Any notice given to any corporate party shall
be addressed to the attention of the Corporate  Secretary.  Notice to the estate
of any party shall be  sufficient  if addressed to the party as provided in this
Section 10.08. Any notice or other  communication  given by certified mail shall
be  deemed  given  at the time of  certification  thereof,  except  for a notice
changing a party's  address  which  will be deemed  given at the time of receipt
thereof. Any notice given by other means permitted by this Section 11.7 shall be
deemed given at the time of receipt thereof.

         10.8  Waiver.  Any  waiver by any party of a breach of any term of this
Agreement  shall  not  operate  as or be  construed  to be a waiver of any other
breach of that term or of any  breach of any other term of this  Agreement.  The
failure of a party to insist upon strict adherence to any term of this Agreement
on one or more  occasions  will not be considered a waiver or deprive that party
of the right  thereafter  to insist  upon strict  adherence  to that term or any
other term of this Agreement. Any waiver must be in writing .

         10.9 Binding Effect.  The provisions of this Agreement shall be binding
upon and inure to the benefit of Seller,  and  Purchaser,  and their  respective
successors and assigns and shall inure to the benefit of each Indemnitee and its
successors  and assigns (if not a natural  person) and his assigns,  heirs,  and
personal representatives (if a natural person).

         10.10 No Third Party Beneficiaries. This Agreement does not create, and
shall not be construed as creating,  any rights  enforceable by any person not a
party to this Agreement.

         10.11  Fees  and  Expenses.  Each  party  shall  bear  its own fees and
expenses incurred in connection with this transaction.

         10.12  Separability.  If any  provision  of this  Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain in effect,
and if any provision is  inapplicable  to any person or  circumstance,  it shall
nevertheless  remain  applicable  to all other  persons and  circumstances.  If,
however,  the clause determined to be invalid materially affects the performance
of the parties,  or materially  impacts the parties'  expectations  or positions
with  respect to the  Agreement,  the parties  will  negotiate  in good faith to
modify the  Agreement in some  fashion so as to, as near as possible,  place the
parties in the same position they were in, viz-a-vie,  their intent, performance
expectations, and economic position.

         10.13  Counterparts;  Governing  Law. This Agreement may be executed in
any number of counterparts,  each of which shall be deemed an original,  but all
of which together  shall  constitute  one and the same  instrument.  It shall be
governed by and construed in accordance  with the laws of the State of New York,
without giving effect to conflict of laws.

         IN WITNESS WHEREOF, the Parties hereto have this day set their hand and
seal.


                    MAXPLANET CORPORATION


                    By:_____________________________________

                    NPS INTERNATIONAL CORPORATION


                    By:_____________________________________