PURCHASE AGREEMENT


I.       Parties.
         -------

         This PURCHASE AGREEMENT is made this 15th day of December, 1998, by and
between Maxnet, Inc.,  incorporated under the laws of the State of Delaware, the
("Buyer"),  and VFN.Com,  Inc., a corporation  organized and existing  under the
laws of the State of Florida, the ("Seller").

II.      Recitals.
         --------

         WHEREAS, Seller is desirous of selling VFN.Com, Inc. 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 all Attachments hereto, the "Agreement").

         WHEREAS,  Seller is the owner of certain  internet and internet related
assets including but not limited to the content,  logo/internet  domains,  URLs,
VFN.Com,  Big-Portal.com,  its Affiliates, and all similar designations thereto,
certain  proprietary  internet  software,   intellectual   property,   etc.  See
Attachment #2; and

         WHEREAS, Messrs. M. Marsowicz and shareholders,  affiliates, employees,
agents,  (see Attachment #3) are the sole stockholders in VFN.Com,  Inc. and the
assets as listed on Attachment #2; and

         WHEREAS,  Messrs. Marsowicz and shareholders wish to sell, transfer and
exchange 100% of their joint and respective rights, title and interest in and to
100% of their shares in VFN.Com,  Inc. and the assets as listed on Attachment #2
to Buyer; and

         WHEREAS, the Board of Directors of VFN.Com.  Inc and Messrs.  Marsowicz
have consented to such sale, transfer and exchange; and

         WHEREAS,  Buyer  desires to purchase  100% of the  aforesaid  shares of
VFN.Com, Inc. and the assets as listed on Attachment #2 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  consolidation  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.

         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.

         1. Agreement To Sell. All of the SELLER'S PARTIES hereby agree to sell,
transfer and exchange 100% of their joint and respective shares in VFN.Com, Inc.
and the assets listed on Attachment #2 to Buyer,  said shares to aggregate _____
shares (out of _____ total shares issued and outstanding) of common stock, _____
par value,  constituting 100% of the issued and outstanding shares in and to VFN
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 VFN.Com, Inc. shares referred to in Paragraph 2 shall be $1,000,000,
and the  shareholders  are willing to accept  (Attachment  #2) 1,000,000  common
shares of MXNT .0001 par value. The exercise price of the option shall be set at
$25 for a period of 24 months and  released  as follows  250,000 to be  released
upon signing the _____ and VFN.Com,  Inc.  transferring  its assets as listed on
the  Attachment  #2; the next  250,000 to be  released  in six (6) months  after
consummation  of the proposed  purchase;  then twelve months (12), then eighteen
(18) months.  Said shares to be  distributed  to the  respective  members of the
PARTIES in proportion to their stock ownership in VFN.Com,  Inc. and the Assets.
The  aggregate  amount of options to purchase  MAXNET  common stock  referred to
above shall hereinabove and hereinafter be referred to as the "Purchase Price."

         3.  Closing.  Closing of the above  referenced  transaction  shall take
place at __:00 P.M., on December  _____,  1998 at the offices of , located at or
at      any       other       -----------------------------       --------------
------------------------------------------- location acceptable by both parties.

IV.      Purchase Price.
         --------------

         Upon  the  terms,  and  subject  to the  conditions  set  forth in this
Agreement,  the purchase price shall be $500,000 in advance for working  capital
which is already  paid in full by the Buyer in the form of the payment  extended
to the Seller on November  19, and  December 2, 1998,  and to be  considered  as
payment at the closing of this  transaction.  The Buyer also shall  establish an
escrow account, and deposit 250,000 shares of common stock of Maxnet, Inc., said
shares to be used as incentives  for employment  with the Buyer.  Each employee,
affiliate and/or agent as listed in this Agreement as Attachment #3, of VFN.Com,
Inc.  shall  be  dealt  with on an  individual  basis  in  terms  of  continuing
employment with the Buyer.

V.       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  VFN.Com,  Inc.  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  VFN.Com,  Inc.  and the Assets at Closing,  and Buyer is so  acquiring at
Closing,  good, valid and marketable title to VFN.Com, Inc. 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 Florida 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' rights, 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 fine 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 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 VFN.Com,  Inc. 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
VFN.Com,  Inc. 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, VFN.Com, Inc.

         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,  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 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 requested 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, obligations, 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 VFN  Corporation.  There  are no  other
documents  which affect the rights of the VFN  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 into 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,  and,  after the Closing,  will not be bound by any material
contract commitment, arrangement or understanding,  including but not limited to
employment agreements,  employee benefit plans, leases, license,  distributor or
supply agreements, or any inter-company agreement, tax allocation agreement with
Seller,  or any other  related  company,  or any  other  material  contracts  or
agreements whatsoever 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
patent, trademark,  service mark, tradename,  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 VFN  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.

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 the complete and unrestricted power and authority to execute and
acquire at Closing the Shares of VFN.Com, Inc. 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.

VIII.    Obligations of the Parties Prior to Closing.

         A.       Obligations of the Seller prior to Closing.

         (i) Access to  Records.  Etc.  During  the period  from the date of the
Letter of Intent,  dated November 11, 1998, 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 VFN  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 VFN Corporation as they
may reasonably 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 VFN  Corporation  to comply with all laws material to
the VFN  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 VFN  Corporation  to do any of the acts  described in
the following items (1) through (5):

                           (1) make any change in VFN  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 VFN Corporation's capital stock,
or directly or  indirectly  redeem,  purchase,  or otherwise  acquire any of VFN
Corporation's  capital stock,  or issue,  distribute,  hypothecate or pledge any
shares of VFN Corporation's capital stock held in its treasury.

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

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

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

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

IX.      Conditions Precedent to the Buyer's Obligations.

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

         A. No Material Adverse 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 VFN
Corporation's  condition,  financial  or  otherwise,  nor  the  creation  of any
liabilities to the VFN 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 presentations 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 compiled with and performed by the Seller of
the VFN  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 VFN  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 VFN  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 VFN 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.

X.       Conditions Precedent to the Seller's Obligations.

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

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

XI.      Closing.

         The  Closing  of  the  transactions  contemplated  hereunder  shall  be
consummated              at             the              offices              of
______________________________________________________  on December ___________,
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 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 VFN  Corporation,  its
Assets or the Buyer caused by (a)  liabilities  and  obligations  of, and claims
against,  the VFN  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  of  warranty  of  Seller
(including  those on made on  behalf  of the VFN  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 VFN  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.

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
Jersey.

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:                 Michael Marsowicz
                           15100 NW 7th Street, Pembroke Pines, Florida, 33025

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

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 of 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  reasonably
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 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:

VFN, Com., Inc.

By:________________________________________
     Michael Marsowicz, President


BUYER:

Maxnet, Inc.


By:________________________________________
     Henry Val, President and CEO

<PAGE>

                                 ATTACHMENT #2;
         List of Assets - vfn.com, Affiliates, Hardware, Software, etc.

Domains:


                    Hosted Sites                 Pointed to vfn.com
                       vfn.com                      portal3.com
                    bigportal.com                   portal4.com
                     portal5.com                   vfnportal.com
                    qsoundpro.com                  realportal.com
                  realvideopro.com                 emblazepro.com

vfn.com is currently negotiating with site-promotions  1,000,000 impressions per
week. The aggregate total of impressions  delivered from vfn.com,  it's mirrors,
it's  affiliates,  and it's promotional  relationships  through use of video and
audio is currently  delivering  approximately  50,000 unique visitors a month in
audio and video streaming, resulting in more than 500,000 impressions per month.

vfn.com is currently  negotiating  with partners and affiliates  four (4) inline
commercials per hour to more than 1300 unique new shows.

vfn.com currently delivers commercial  advertisement for major companies for use
in their own shows as well as run more than 10,000 impressions per week.

vfn.com has access to these shows to insert its affiliates' commercials. vfn.com
currently with site-promotions and more than 200 co-branding affiliates runs the
tell-a-friend program which results in approximately five to ten thousand unique
visitors per day on the Java Scripts running.

vfn.com  accumulates  the user  preferences and  subscription  base through this
tool.  vfn.com and its  developer  sector have  created a following  amongst the
webmaster and web-developer community.

This  relationship  results  in  vfn.com  realizing  hundreds  of  thousands  of
impressions  both  within  its  network  and the link to many  other  developers
sectors as a standard.  vfn.com and its unique reputation  amongst the developer
community  has allowed  vfn.com to capture a very good  subscription  base which
will be utilized to offer marketing relationships to this list.

vfn.com's  developer  sector  contains  relationships  with Net  Objects and IBM
Company, and beta testing relationships with Microsoft. These tool relationships
allow  vfn.com and Michael  Marsowicz an inside  tract to many new  offerings of
these companies.  vfn.com  currently  participates in many Internet  Legislative
bodies and news Communities.  vfn.com currently has a unique developer following
and newsletter subscription.  vfn.com maintains a subscription list of thousands
of web-developers and e-commerce  marketers.  vfn.com has a premium subscription
list to more than 350 of the internets top developers.

vfn.com has a gallery  expanding both within it's own website,  it's  additional
URL's, it's affiliates and it's marketing  relationships of more than 500 unique
images, video and audio segments and animated and multimedia components.

vfn.com and bigportal.com  work in conjunction to offer e-commerce and marketing
solutions.  vfn.com through the use of its marketing relationships has access to
over  15,000,000  impressions  per week  through its unique  relationships  with
site-promotions.

bigportal.com,  a news and  e-commerce  portal will offer to vfn's  subscription
base, marketing relationships and affiliations will sell into these channels.

bigportal.com  with its Portal to all Portals  approach  will allow major search
engines,  news  resources,  financial and industry  news, as a business area for
sites, companies and relationships to take place.

bigportal.com  is  currently  negotiating  placement  of its  resources to other
partners.

bigportal.com has the following:
                  1) portal area of news gathering  resources
                  2) portal area for financial  Industry  Information
                  3) portal area for  Business News
                  4) portal area for Money Management
                  5) Has Begun Establishing Marketing relationships with many
                     portal areas and search engines.

Furthermore,
A)       Developers Section Containing:
         1) Tools relationships with IBM, Net Objects, etc.
         2) 300 Videos
         3) 500 Audio Segments
         4) Gallery of over 500 GIF's & JPEG's
         5) Downloads/Flash, Real Player, Audios, Videos, etc.
B)       News Resource
         1)  Portal area of News Gathering Resources
         2)  Portal area for Financial Industry Information
         3)  Portal area for Business News
         4)  Portal area for Money Management
C)       Site Promotion and Traffic Generation
         1)  Access to over 15,000,000 impressions per week
         2) Tell-A-Friend  site generation program currently running on 30 sites
         3) Button  and  Banner  Rotation/Creative  Inclusive  4) Web Design and
            Placement into Portal Area E-Commerce Portal
         1)  Design Marketing Plan to attract traffic and convert into sales
Additionally,

<PAGE>

                                  Attachment #3
       List of VFN.com, Shareholders, Employees, Affiliates, Agents, etc.

1)       Michael Marsowicz
2)       David Fuchs
3)       Robert Fuchs
4)       Kenny Gillis