Exhibit 10(4)

To:  Maxxplay, Enterprises, Inc.
From:  maxxzone.com, Inc.
     Roland Becker, President
Re:  Clarification of Agreements
Date:  May 4, 2002

This will clarify and confirm our agreement with you dated
June 26, 2000.  All terms of this document are incorporated
by reference in the agreement.


On June 26, 2000, we entered into an assignment agreement
whereby Maxxplay Enterprises, Inc. assigned to us the
exclusive internet rights for the territory of North
America, which includes the USA, Canada, Mexico, Bermuda,
Puerto Rico, the Bahamas and the Caribbean Islands to host
and service the Maxx Axxess Program, all related MaxxSports,
and all related clubs, associations, events, internet
marketing and promotional activities.  As such our agreement
with Maxxplay Enterprises is an assignment agreement and not
a sales or internet license agreement.

With respect to the Maxx Axxess Program, our obligations are
limited to maintaining the information requested by Maxxplay
Enterprises on our website.  We will generate revenues from
maintaining this information because we will receive
negotiable percentage of each specific Maxx Axxess and
Maxxplay program and product licensing, franchising and
endorsement fee as negotiated by independent third-party
marketing agencies and/or Maxxplay Enterprises Inc. It is
anticipated that our share of such fees will be in the range
of 10-25% depending upon the amount of benefit that
maintaining this information on our website and the related
internet presence brings to the agreement.

Under this agreement, Maxxplay Enterprises retains the
rights to market the Maxx Axxess Program, including all
exclusive license, franchise, and endorsement agreements
related to the Program in our territory.   We were also
granted exclusive rights to a website to sell the products
we hope to sell in our territory.

We anticipate that the products we hope to be able to sell will
be marketed primarily through the marketing of the Maxx Axxess
Program.  These marketing efforts will be conducted exclusively by
Maxxplay Enterprises.  We currently do not contemplate undertaking separate
marketing activities ourselves.  As the cost of these marketing activities
is the exclusive responsibility of Maxxplay, and not us, all marketing
activities including securing commercial sponsorships and personality
endorsements shall be at no cost to us.  As such we do not currently
plan to allocate any of our funds to off-line or on-line marketing
activities.  We will however receive a percentage of all revenue generated
by the Maxx Axxess Program in our territory, whether generated through our
website or not.



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In addition, on June 26, 2000, we entered into a management
agreement with Maxxplay Enterprises, Inc.  Notwithstanding
anything to the contrary in the agreement, we are solely
paying you for management and not marketing services, as you
have agreed to provide said marketing services to us at no
cost.

Further, the Management Agreement omitted Schedule A.
Schedule A reads:  The Maxx Axxess Program described in the
Maxxzone registration statement on Form 10-SB.

These two agreement constitute the only agreements between
the parties.

Agreed and Accepted:

Maxxplay Enterprises, Inc.


By:  _____________________________
     Roland Becker, President











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