EXHIBIT 4.1

                         [ACS Holdings, Inc. letterhead]

                                 August 3, 2004


Terence Byrne
Bartholomew International Investments Ltd., Inc.
216 Hidden Pines Dr.
Panama City Beach, Florida 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, and July 26, 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 one hundred sixty-five million (165,000,000) 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

AGREED AND ACCEPTED:

Bartholomew International Investments Ltd., Inc.


By:
    ----------------------------------
    Name:
    Title:

Dated:  ____________________