Exhibit 4.1

                         [ACS Holdings, Inc. letterhead]

                                  July 26, 2004

Terence Byrne
Bartholomew International Investments Ltd., Inc.
216 Hidden Pines Dr.
Panama City Beach, Fl 32408

Dear Mr. Byrne:

      This letter agreement memorializes our agreement as to amending that
certain Consulting Services Agreement dated February 12, 2004, by and between
maxxZone.com, Inc., a Nevada corporation (the "Company"), and Bartholomew
International Investments Ltd., Inc., as amended on April 22, June 3, 2004 and
July 12, 2004 (the "Agreement"). All capitalized terms used herein shall be
ascribed those definitions provided for in the Agreement.

      Section 6 of the Agreement is hereby amended so that the Company shall
issue an additional eighty million (80,000,000) shares of common stock of the
Company (the "Shares") to Consultant for the performance of the Consulting
Services to the Company.

      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,

                                       Walter H. Roder II

Acknowledged and Agreed:

Bartholomew International Investments Ltd., Inc.

By:
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   Name:
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   Title:
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Dated:
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