EXHIBIT 2.2

                            [maxxZone.com letterhead]


Ron Davis
Global Capital Trust
P.O. Box 1109
Basseterre, St. Kitts
West Indies


                                 April 23, 2004


         RE:  REPAYMENT OF DEBT

Dear Mr. Ron Davis,


      This letter  memorializes  the agreement  (the  "Agreement")  by and among
maxxZone.com,  Inc., a Nevada  corporation  (the  "Company")  and Global Capital
Trust  ("Global"),  and Roland Becker,  individually,  pursuant to which (i) the
Company agrees to sell, grant, convey, bargain, transfer, assign and deliver all
of the  assets of the  Company to Global  (the  "Assignment"),  and (ii)  Global
agrees to assume and  undertake to  discharge  all  liabilities,  as itemized on
SCHEDULE 1 hereto,  and any other  accrued  liabilities  of the Company prior to
closing of the Company's  impending  asset  purchase  agreement (the "APA") with
American Card Services, a Delaware corporation ("ACS"), (the "Assumption"). This
Agreement  shall  be  consideration  for full  satisfaction  and  accord  of the
Company's debt of $40,000 and other  liabilities (the "Debt") owed to Global, as
repayment of loans the Company received from MaxxPlay Enterprises Inc., a Nevada
corporation  ("MaxxPlay") to the Company through the later of April 16, 2004, or
the  closing  of the APA.  The  Assignment  and  Assumption  shall be  effective
immediately  subsequent to closing of the APA. Mr. Becker hereby represents that
he is the beneficial  holder of a majority of the issued and outstanding  equity
securities of MaxPlay.

      By signing  below,  and  thereby  accepting  the terms of this  Agreement,
MaxxPlay,  Global and Mr.  Becker  agree to release and waive any and all claims
either of them may have  against the Company,  known or unknown,  arising out of
the Debt or for wages,  fees or any other claims  related to the  affiliation or
relationship  of either of them with the Company,  provided that the  Assignment
and the Assumption become effective.  Becker agrees to defend, hold harmless and
indemnify  the  Company  from and  against any and all claims by MaxxPlay or its
successors  and  assigns,  arising  out of or related to the Debt or  MaxxPlay's
affiliation or relationship with the Company.

      MaxxPlay  hereby  represents  and  warrants  that  it has  sold,  granted,
conveyed,  bargained,  transferred,  assigned and  delivered  the Debt and other
liabilities of the Company to Global. Global hereby represents and warrants that
it has assumed and  undertaken  to  discharge  all  liabilities,  as itemized on
SCHEDULE 1 hereto,  and any other  accrued  liabilities  of the Company prior to
closing of the Company's impending APA with ACS.





      If you agree with the  foregoing,  please  sign below and return a copy of
this letter to me by facsimile today and the original by overnight delivery.


                                            Sincerely,

                                            Steve Careaga
                                            Director


ACKNOWLEDGED AND AGREED:

GLOBAL CAPITAL TRUST



By:  ____________________________        By:  ______________________________
     Name:  _____________________             Roland Becker, individually
     Title: _____________________

MAXXPLAY ENTERPRISES INC.



By:  ____________________________
        Name:  __________________
        Title:  _________________

ACKNOWLEDGED

AMERICAN CARD SERVICES, INC.



By:  ____________________________
        Name:  __________________
        Title:  _________________