Exhibit 4.1

                            [ACS Holdings letterhead]

                                  July 29, 2004

David M. Otto
The Otto Law Group,  PLLC
900 Fourth Avenue, Suite 3140
Seattle, WA 98164

Dear Mr. Otto:

      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, and The Otto Law Group, PLLC (the
"Agreement"), as amended on April 22, May 19, June 1, July 12, and July 26,
2004. 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 fifty million (50,000,000) shares of common stock of the
Company 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

Agreed and Accepted:

The Otto Law Group,  PLLC


By:  ___________________________
        Name:  _________________
        Title:  ________________

Date:  _________________________



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