Exhibit 10.9.1

                          SECURITIES PURCHASE AGREEMENT

         THIS SECURITIES  PURCHASE  AGREEMENT,  dated as of January 26, 2000, is
entered into by and between Max Internet  Communications,  Inc. (the "Company"),
and Boxer Partners LLC, a Delaware limited liability company (the "Purchaser").

                              W I T N E S S E T H:

         WHEREAS,  the Company and the Purchaser  are  executing and  delivering
this Agreement in reliance upon the  exemptions  from  registration  provided by
Regulation  D  ("Regulation  D")  promulgated  by the  Securities  and  Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act"), or by Section 4(2) of the Securities Act; and

         WHEREAS,  the Purchaser  wishes to purchase,  and the Company wishes to
issue,  upon the terms and subject to the conditions of this Agreement,  727,273
shares of the  Company's  Common  Stock par value  $.0001 per share (the "Common
Stock")  and  warrants  (the  "Warrants")  to  purchase  four  hundred  thousand
(400,000) shares of the Company's common stock, for the aggregate purchase price
of four million dollars ($4,000,000) (the "Purchase Price"). The Warrants may be
exercised for the purchase of Common Stock, on the terms set forth therein; and

         WHEREAS,  the Purchaser has previously loaned to the Company the sum of
two million  dollars  ($2,000,000),  which loan is  represented  by a promissory
note,  dated  January 20,  2000,  issued by the  Company  (the  Note"),  and the
Purchaser  has the right (i) to convert the Note into shares of Common Stock and
the Common Stock issued by the Company upon such  conversion  shall be deemed to
be credited against the issuance of the shares of Common Stock hereunder or (ii)
to have the  principal  and  accrued  interest  under the Note  applied  towards
payment of the Purchase Price.

         NOW,  THEREFORE,  in  consideration  of the  premises  and  the  mutual
covenants  contained  herein  and other  good and  valuable  consideration,  the
receipt and sufficiency of which are hereby  acknowledged,  the parties agree as
follows:

1.       AGREEMENT TO PURCHASE; PURCHASE PRICE

                  a. Purchase of Common Stock and Warrants.  On the Closing Date
(as defined  herein),  the Purchaser  hereby agrees to purchase from the Company
(i) the Common  Stock and (ii) the Warrants to purchase  four  hundred  thousand
(400,000)  shares of Common Stock,  which shall be issued in  substantially  the
form attached  hereto as Exhibit A. The aggregate  purchase price for the Common
Stock,  and the  Warrants  (together,  the  "Securities")  shall be four million
dollars ($4,000,000) and shall be payable in same day funds. The Company and the
Purchaser acknowledge and agree that the Purchaser is applying the principal and
interest accrued under the Note towards payment of the Purchase Price.



<PAGE>


                  b.  Closing.  The  Securities to be purchased by the Purchaser
hereunder,  shall be delivered by or on behalf of the Company for the account of
the Purchaser in definitive  form, and in such  denominations  and registered in
such names as the  Purchaser  or its  representative,  if any,  may request upon
notice to the Company,  against payment by the Purchaser or on its behalf of the
purchase  price  therefor by wire transfer to an account of the Company,  all at
the offices of Cohen Tauber  Spievack & Wagner LLP, 1350 Avenue of the Americas,
26th Floor, New York, New York 10019, at 9:30 a.m., New York time on January 25,
2000, or at such other time and date as the Purchaser or its representative,  if
any, and the Company may agree upon in writing (the "Closing Date").

2.       REPRESENTATIONS AND WARRANTIES OF THE PURCHASER; ACCESS TO INFORMATION;
         INDEPENDENT INVESTIGATION.

                  The  Purchaser  represents  and warrants to, and covenants and
agrees with, the Company as follows:

                  a.  The  Purchaser  and  each  of  its  equity  owners  is (i)
experienced  in making  investments  of the kind described in this Agreement and
the  related  documents,  (ii) able,  by reason of the  business  and  financial
experience of its  management,  to protect its own interests in connection  with
the transactions  described in this Agreement and the related  documents,  (iii)
able to afford the entire loss of its  investment in the  Securities and (iv) an
accredited investor.

                  b.  All  subsequent   offers  and  sales  of  the  Securities,
including,  without  limitation  the Warrants and the Common Stock issuable upon
exercise  the  Warrants,  shall be made  pursuant to an  effective  registration
statement  under the Securities Act or pursuant to an applicable  exemption from
such registration.

                  c. The Purchaser  understands  that the  Securities  are being
offered  and  sold to it in  reliance  upon  exemptions  from  the  registration
requirements of the United States federal  securities laws, and that the Company
is relying upon the truth and accuracy of the  Purchaser's  representations  and
warranties,  and the Purchaser's  compliance  with its  agreements,  each as set
forth herein,  in order to determine the availability of such exemptions and the
eligibility of the Purchaser to acquire the Securities.

                  d.  The  Purchaser:  (i) has  been  provided  with  sufficient
information  with  respect to the  business of the  Company  and such  documents
relating  to the  Company as the  Purchaser  has  requested  and  Purchaser  has
carefully reviewed the same including,  without limitation,  the Company's Proxy
Statement for its 1999 annual meeting of  shareholders,  Form 10KSB for the year
ended June 30,  1999 and Form 10-QSB for the quarter  ended  September  30, 1999
filed with the Securities and Exchange Commission ("the  Commission"),  (ii) has
been provided with such additional  information  with respect to the Company and
its business and financial condition as the Purchaser,  or the Purchaser's agent
or  attorney,  has  requested,  and (iii) has had  access to  management  of the
Company and the opportunity to discuss the information provided by management of
the Company and any questions  that the  Purchaser has had with respect  thereto
have been answered to the full satisfaction of the Purchaser.



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<PAGE>

                  e. The  Purchaser  has the  requisite  power and  authority to
enter into this Agreement and the registration rights agreement,  dated the date
hereof,  between  the  Company  and  the  Purchaser  (the  "Registration  Rights
Agreement")  attached  hereto as  Exhibit B, and the  transactions  contemplated
hereby and thereby, have been duly and validly authorized by the Purchaser;  and
such  agreements,  when  executed and delivered by each of the Purchaser and the
Company will each be a valid and binding agreement of the Purchaser, enforceable
in accordance with their respective terms, except to the extent that enforcement
of each such agreement may be limited by bankruptcy, insolvency, reorganization,
moratorium,  fraudulent  conveyance  or other  similar  laws now or hereafter in
effect  relating to creditors'  rights  generally  and to general  principles of
equity.

3.       REPRESENTATIONS OF THE COMPANY

                  The Company represents and warrants to the Purchaser that:

                  a. Organization.  The Company is a corporation duly organized,
validly  existing  and in good  standing  under the laws of the State of Nevada.
Each of the Company's  subsidiaries  is a corporation  duly  organized,  validly
existing and in good  standing  under the laws of its  respective  jurisdiction.
Each  of the  Company  and  its  subsidiaries  is duly  qualified  as a  foreign
corporation in all jurisdictions in which the failure to so qualify would have a
material  adverse effect on the Company and its  subsidiaries  taken as a whole.
Schedule  3(a)  lists  all  subsidiaries  of the  Company  and,  except as noted
therein,  all of the outstanding  capital stock of such subsidiaries is owned of
record and beneficially by the Company.

                  b. Capitalization.  On the date hereof, the authorized capital
of the Company  consists of 50,000,000  shares of Common Stock, par value $.0001
per share, of which 15,924,492 are issued and outstanding and 50,000,000  shares
of preferred stock, par value $.0001 per share of which no shares are issued and
outstanding.  Schedule  3(b)  sets  forth  all  of  the  options,  warrants  and
convertible  securities  of  the  Company,  and  any  other  rights  to  acquire
securities of the Company (collectively,  the "Derivative Securities") which are
outstanding on the date hereof, including in each case (i) the name and class of
such Derivative  Securities,  (ii) the issue date of such Derivative Securities,
(iii)  the  number of shares of Common  Stock of the  Company  into  which  such
Derivative Securities are convertible as of the date hereof, (iv) the conversion
or exercise price or prices of such Derivative Securities as of the date hereof,
(v) the expiration  date of any conversion or exercise rights held by the owners
of such Derivative  Securities and (vi) any registration  rights associated with
such Derivative Securities or outstanding Common Stock..

                  c.  Concerning  the Common Stock and the Warrants.  The Common
Stock and the Common Stock  issuable  upon exercise of the Warrants when issued,
shall be duly and validly issued,  fully paid and  non-assessable,  and will not
subject  the holder  thereof  to  personal  liability  by reason of being such a
holder.  There are no preemptive  rights of any  stockholder of the Company,  as
such,  to acquire any of the  Securities,  or the Common  Stock  issuable to the
Purchaser pursuant to the terms of the Securities Purchase Agreement Warrants.


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<PAGE>


                  d. Reporting Company Status. The Common Stock is registered as
a reporting company under Section 12(g) of the Securities  Exchange Act of 1934,
as amended (the  "Exchange  Act").  The Company has duly filed all materials and
documents  required to be filed  pursuant  to all  reporting  obligations  under
either  Section 13(a) or 15(d) of the Exchange  Act, if any,  prior to the offer
and sale of the  Securities.  The  Common  Stock is listed and traded on the OTC
Bulletin  Board,  and the  Company is not aware of any  pending or  contemplated
action or proceeding of any kind to suspend the trading of the Common Stock.

                  e.  Authorized  Shares.  The Company  has legally  available a
sufficient  number of authorized  and unissued  shares of Common Stock as may be
necessary  to (i)  issue  the  shares of Common  Stock  being  purchased  by the
Purchaser and (ii) effect the exercise of the Warrants.  The Company understands
and  acknowledges  the  potentially  dilutive  effect to the Common Stock of the
issuance  of shares of Common  Stock upon (i)  issuance  of the shares of Common
Stock  purchasable  hereunder  by the  Purchaser  and (ii) the  exercise  of the
Warrants.  The Company further  acknowledges that its obligation to issue shares
of Common Stock (i) purchasable by Purchaser hereunder and (ii) upon exercise of
the Warrants,  is absolute and  unconditional  regardless of the dilutive effect
that such issuance may have on the ownership  interests of other stockholders of
the Company and notwithstanding the commencement of any case under 11 U.S.C. ss.
101 et seq. (the "Bankruptcy  Code").  In the event the Company becomes a debtor
under the  Bankruptcy  Code,  the Company  hereby  waives to the fullest  extent
permitted any rights to relief it may have under 11 U.S.C. ss. 362 in respect of
the exercise of the Warrants. The Company agrees, without cost or expense to the
Purchaser,  to take or  consent to any and all action  necessary  to  effectuate
relief under 11 U.S.C. ss. 362.

                  f. Legality.  The Company has the  requisite  corporate  power
and  authority  to enter into this  Agreement  and to issue and  deliver (i) the
shares of Common Stock  purchasable  hereunder  and the  Warrants,  and (ii) the
Common Stock issuable upon the exercise of the Warrants.

                  g. Transaction  Agreements.  This Agreement,  the Registration
Rights Agreement, and the Warrants (collectively,  the "Primary Documents"), and
the  transactions  contemplated  hereby and thereby,  have been duly and validly
authorized by the Company;  this  Agreement has been duly executed and delivered
by the Company and this Agreement is, and the other Primary Documents, which are
being  executed and delivered by the Company  simultaneously  with the execution
and delivery of this Agreement,  are the legal,  valid and binding  agreement of
the Company,  enforceable in accordance with their respective  terms,  except to
the extent that  enforcement of each of the Primary  Documents may be limited by
bankruptcy,  insolvency,  reorganization,  moratorium,  fraudulent conveyance or
other  similar  laws now or hereafter in effect  relating to  creditors'  rights
generally and to general principles of equity.

                  h.  Non-contravention.  The  execution  and  delivery  of this
Agreement and each of the other Primary  Documents,  and the consummation by the
Company of the other transactions contemplated by this Agreement and each of the
other  Primary  Documents,  does not and will not  conflict  with or result in a
breach by the  Company of any of the terms or  provisions  of, or  constitute  a
default under, the Articles of  Incorporation or By-laws of the Company,  or any
material indenture,  mortgage, deed of trust or other agreement or instrument to
which the Company or any of its  subsidiaries is a party or by which they or any
of their  properties or assets are bound, or any existing  applicable law, rule,
or regulation or any applicable decree, judgment or order of any court or United
States federal or state regulatory  body,  administrative  agency,  or any other
governmental  body having  jurisdiction  over the Company,  or its subsidiaries.
Except as set forth on Schedule  3(h),  neither  the filing of the  registration
statement  required  to be filed by the  Company  pursuant  to the  Registration
Rights  Agreement  nor the offering or sale of the Warrant and if the Warrant is
exercised,  the Common Stock issuable upon such exercise,  as applicable,  gives
rise to any rights,  other than those which have been waived or  satisfied on or
prior to the Closing Date, for or relating to the  registration of any shares of
the Common Stock.


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<PAGE>

                  i. Approvals.  No  authorization,  approval  or consent of any
court, governmental body, regulatory agency, self-regulatory organization, stock
exchange or market or the stockholders of the Company is required to be obtained
by the Company for the entry into or the  performance  of this Agreement and the
other Primary Documents.

                  j. SEC Filings.  None of the reports or documents filed by the
Company with the Commission (the "SEC  Documents")  contained,  at the time they
were  filed,  any untrue  statement  of a material  fact or omitted to state any
material fact required to be stated therein, or necessary to make the statements
made  therein,  in light of the  circumstances  under which they were made,  not
misleading.

                  k. Stabilization.   Neither  the  Company,  nor  any  of   its
affiliates,  has taken or may take, directly or indirectly,  any action designed
to cause or result in, or which has  constituted  or which might  reasonably  be
expected to constitute,  the  stabilization  or manipulation of the price of the
shares of Common Stock.

                  l.  Absence of Certain  Changes.  Except as  disclosed  in the
Company's  SEC  Documents  and since June 30,  1999,  there has been no material
adverse change nor any material adverse development in the business, properties,
operations, financial condition, prospects, outstanding securities or results of
operations of the Company.

                  m.  Full  Disclosure.  There is no fact  known to the  Company
(other than general economic  conditions known to the public generally) that has
not been  disclosed in writing to the  Purchaser  (i) that could  reasonably  be
expected to have a material  adverse  effect upon the  condition  (financial  or
otherwise)  or the  earnings,  business  affairs,  properties  or  assets of the
Company or (ii) that could  reasonably be expected to  materially  and adversely
affect the ability of the Company to perform  the  obligations  set forth in the
Primary Documents.  The  representations and warranties of the Company set forth
in this Agreement (and the schedules hereto) do not contain any untrue statement
of a material  fact or omit any material fact  necessary to make the  statements
contained herein, in light of the circumstances  under which they were made, not
misleading.

                  n. Title to Properties;  Liens and  Encumbrances.  The Company
has good and marketable title to all of its material properties and assets, both
real and personal,  and has good title to all its leasehold  interests,  in each
case subject only to mortgages, pledges, liens, security interests,  conditional
sale  agreements,  encumbrances  or charges  created in the  ordinary  course of
business.




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<PAGE>

                  o.  Patents  and Other  Proprietary  Rights.  The  Company has
sufficient  title and  ownership  or holds under valid  license of all  patents,
trademarks,  service marks, trade names, copyrights, trade secrets, information,
proprietary  rights and  processes  necessary for the conduct of its business as
now conducted  and as proposed to be  conducted,  and such business does not and
would not conflict with or constitute an infringement on the rights of others.

                  p. Permits.  The Company has all franchises, permits, licenses
and any  similar  authority  necessary  for the  conduct of its  business as now
conducted,  the lack of which would materially and adversely affect the business
or  financial  condition  of the  Company.  The Company is not in default in any
respect under any of such franchises, permits, licenses or similar authority.

                  q. Absence of Litigation. Except as disclosed in the Company's
SEC Documents,  there is no action, suit,  proceeding,  inquiry or investigation
before or by any court, public board or body pending or, to the knowledge of the
Company or any of its subsidiaries,  threatened against or affecting the Company
or any of its subsidiaries,  in which an unfavorable decision, ruling or finding
would have a material  adverse  effect on the  properties,  business,  condition
(financial   or  other)  or  results  of  operations  of  the  Company  and  its
subsidiaries,  taken as a whole, or the transactions contemplated by the Primary
Documents, or which would adversely affect the validity or enforceability of, or
the authority or ability of the Company to perform its  obligations  under,  the
Primary Documents.

                  r.  No  Default.  Each  of the Company and its subsidiaries is
not in default in the performance or observance of any  obligation,  covenant or
condition  contained  in  any  indenture,  mortgage,  deed  of  trust  or  other
instrument  or  agreement  to which it is a party or by which it or its property
may be bound.

                  s.  Transactions  with Affiliates.  Except as disclosed in the
Company's  public  filings  with  the  Commission,   there  are  no  agreements,
understandings  or  proposed  transactions  between  the  Company and any of its
officers,  directors or affiliates  that, had they existed June 30, 1999,  would
have been  required to be  disclosed  in the  Company's  1999  Annual  Report to
stockholders.

                  t.  Employment  Matters.  The Company is in  compliance in all
material  respects  with all  presently  applicable  provisions  of the Employee
Retirement  Income  Security Act of 1974, as amended,  including the regulations
and published  interpretations  thereunder ("ERISA");  no "reportable event" (as
defined in ERISA) has occurred with respect to any "pension plan" (as defined in
ERISA) for which the  Company  would have any  liability;  the  Company  has not
incurred and does not expect to incur liability under (i) Title IV of ERISA with
respect to  termination  of, or  withdrawal  from,  any  "pension  plan" or (ii)
Sections 412 or 4971 of the Internal Revenue Code of 1986, as amended, including
the regulations and published interpretations  thereunder (the "Code"); and each
"pension  plan" for which the Company would have any liability  that is intended
to be qualified under Section 401(a) of the Code is so qualified in all material
respects and nothing has occurred, whether by action or by failure to act, which
would cause the loss of such qualification.



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<PAGE>

                  u.  Insurance.  The Company  maintains  property and casualty,
general  liability,  personal  injury and other similar types of insurance  with
financially  sound and  reputable  insurers  that is adequate,  consistent  with
industry standards and the Company's  historical claims experience.  The Company
has not received notice from, and has no knowledge of any threat by, any insurer
(that has issued any insurance  policy to the Company) that such insurer intends
to deny coverage under or cancel,  discontinue or not renew any insurance policy
covering the Company, or any of its subsidiaries, presently in force.

                  v. Taxes.  All applicable tax returns  required to be filed by
the  Company  and each of its  subsidiaries  have  been  prepared  and  filed in
compliance  with all applicable  laws,  or, if not yet filed,  have been granted
extensions of the filing dates which extensions have not expired, and all taxes,
assessments,   fees  and  other  governmental  charges  upon  the  Company,  its
subsidiaries,  or upon any of their respective properties, income or franchises,
shown  in  such  returns  and on  assessments  received  by the  Company  or its
subsidiaries to be due and payable have been paid, or adequate reserves therefor
have been set up if any of such taxes are being  contested in good faith;  or if
any of such tax  returns  have not been filed or if any such taxes have not been
paid or so  reserved  for,  the  failure  to so file or to pay  would not in the
aggregate have a material adverse effect on the business or financial  condition
of the Company and its subsidiaries, taken as a whole.

                  w. Foreign Corrupt  Practices Act. Neither the Company nor any
of its directors, officers or other employees has (i) used any Company funds for
any unlawful contribution,  endorsement,  gift,  entertainment or other unlawful
expense  relating to any  political  activity;  (ii) made any direct or indirect
unlawful payment of Company funds to any foreign or domestic government official
or employee;  (iii)  violated or is in violation of any provision of the Foreign
Corrupt  Practices  Act of 1977,  as  amended;  or (iv) made any bribe,  rebate,
payoff, influence payment,  kickback or other similar payment to any person. The
Company maintains a system of internal accounting controls sufficient to provide
reasonable  assurances  that (i)  transactions  are executed in accordance  with
management's general or specific  authorization;  (ii) transactions are recorded
as necessary to permit  preparation of financial  statements in conformity  with
generally  accepted  accounting  principles and to maintain  accountability  for
assets; (iii) access to assets is permitted only in accordance with management's
general or specific  authorization;  and (iv) the  recorded  accountability  for
assets is compared with existing assets at reasonable  intervals and appropriate
action is taken with respect to any differences.

                  x. Investment  Company  Act.  The Company  is not  conducting,
and does not intend to conduct, its business in a manner which would cause it to
become,  an  "investment  company," as defined in Section 3(a) of the Investment
Company Act of 1940, as amended.

                  y. Agent Fees.  Except for fees payable to  Coleman &  Company
Securities,  Inc. as set forth on Schedule 3(y) hereto, which fees shall be paid
by the Company,  the Company has not incurred any  liability for any finder's or
brokerage fees or agent's  commissions in connection  with the offer and sale of
the transactions contemplated by this Agreement.

                  z. Private  Offering.   Subject   to   the   accuracy  of  the
Purchaser's  representations  and warranties set forth in Section 2 hereof,  the
offer,  sale and issuance of (i) the  Securities  or (ii) the issuance of Common
Stock upon exercise of the Warrant are exempt from the registration requirements
of the  Securities  Act. The Company  agrees that neither the Company nor anyone
acting on its behalf will offer any of the Common Stock or the Warrants,  or any
similar  securities for issuance or sale, or solicit any offer to acquire any of
the same from anyone so as to render the  issuance  and sale of such  securities
subject to the registration  requirements of the Securities Act. The Company has
not  offered  or sold the  Securities  by any form of  general  solicitation  or
general advertising,  as such terms are used in Rule 502(c) under the Securities
Act.


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<PAGE>

                  aa. Year 2000  Processing.  The  computer  systems used by the
Company and its subsidiaries (the "Systems"), both hardware and software, are in
good working  order.  The Company has taken steps that are  reasonable to ensure
that the occurrence of the year 2000 will not  materially  and adversely  affect
the Systems of the Company, its subsidiaries, or their business, and no material
expenditures in excess of currently  budgeted items will be required in order to
cause such Systems to operate properly  following the change of the year 1999 to
2000.  The Company and its  subsidiaries  have resolved or are in the process of
resolving any issues  discovered as a result of year 2000 inquires or compliance
testing or otherwise known to the Company.

                  bb.  Environmental  Matters.   Neither  the  Company  and  its
subsidiaries,  nor any predecessor in interest nor, to the Company's  knowledge,
after due inquiry,  any other person has ever caused or permitted  any Hazardous
Material (as defined below) to be released, treated or disposed of on, at, under
or within any real  property  owned,  leased or  operated by the Company and its
subsidiaries or any predecessor in interest,  and no such real property has ever
been used  (either by the  Company  and its  subsidiaries,  any  predecessor  in
interest or, to the Company's knowledge, after due inquiry, by any other person)
as a treatment, storage or disposal site for any Hazardous Material. The Company
has no liabilities with respect to Hazardous Materials,  and to the knowledge of
the Company, after due inquiry, no facts or circumstances exist which could give
rise to liabilities  with respect to Hazardous  Materials,  which could have any
reasonable  likelihood of having a material  adverse effect on the Company.  For
purposes of this Agreement  "Hazardous  Materials" shall mean (i) any pollutants
or contaminations, (ii) any asbestos or insulation or other material composed of
or containing asbestos and (iii) any petroleum product and any hazardous,  toxic
or dangerous  waste,  substance or material  defined as such in, or for purposes
of, the Comprehensive  Environmental  Response,  Compensation and Liability Act,
any so-called  "Superfund" or "Superlien" law, or any other applicable  federal,
state, local or other statute, law, ordinance, code, rule, regulation,  order or
decree concerning the protection of human health or the environment or otherwise
regulating,   relating  to,  or  imposing  liability  or  standards  of  conduct
concerning,  any hazardous,  toxic or dangerous waste, substance or material, as
now or at any time hereafter in effect.

                  cc.  Intellectual  Property.  Except  as set  forth in the SEC
Documents,  to the best of the Company's knowledge,  each of the Company and its
subsidiaries  owns or possesses  adequate  rights to use all  material  patents,
patent rights, inventions, trade secrets, know-how,  trademarks,  service marks,
trade names and copyrights  which are described in the SEC Documents;  except as
set forth in the SEC Documents,  the Company has not received any notice of, and
has no knowledge of, any infringement of or conflict with asserted rights of the
Company by others with respect to any patent, patent rights,  inventions,  trade
secrets, know-how,  trademarks, service marks, trade names and copyrights which,
singly or in the aggregate, if the subject of an unfavorable decision, ruling or
finding,  would have a material  adverse  effect on the condition  (financial or
otherwise),  earnings, operations, business of the Company and its subsidiaries,
taken as a whole,  as presently  conducted;  and, except as set forth in the SEC
Documents,  the Company has not received any notice of, and has no knowledge of,
any  infringement of or conflict with the asserted rights of others with respect
to any patent, patent rights, inventions,  trade secrets, know-how,  trademarks,
service marks, trade names and copyrights which, singly or in the aggregate,  if
the subject of an unfavorable decision, ruling or finding, would have a material
adverse effect on the condition (financial or otherwise),  earnings, operations,
or business of the Company and its subsidiaries,  taken as a whole, as presently
conducted.


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<PAGE>

4.       CERTAIN COVENANTS AND ACKNOWLEDGMENTS.

                  a. Transfer  Restrictions.  The Purchaser  acknowledges  that,
except as provided in the  Registration  Rights  Agreement,  (i) neither (A) the
Securities,  including without limitation, the Warrant, or Common Stock issuable
upon  exercise  of the  Warrant,  may not be  transferred  unless  they  are (1)
subsequently  registered  thereunder  or  otherwise  registered  pursuant to the
Securities Act, or (2) they are  transferred  pursuant to an exemption from such
registration; and (ii) any sale of the Securities,  including without limitation
the Warrant,  or the Common Stock  issuable upon exercise of the Warrant made in
reliance upon Rule 144 under the  Securities  Act may be made only in accordance
with the terms of said Rule and  further,  if said Rule is not  applicable,  any
such resale under  circumstances in which the seller, or the person through whom
the sale is made,  may be deemed to be an  underwriter,  as that term is used in
the Securities  Act, may require  compliance  with another  exemption  under the
Securities Act and the rules and regulations of the Commission  thereunder.  The
provisions  of Section  4(a) and 4(b)  hereof,  together  with the rights of the
Purchaser under this Agreement and the other Primary Documents, shall be binding
upon any subsequent transferee of the Securities and the Warrant.

                  b. Restrictive  Legend. The Purchaser  acknowledges and agrees
that,  until such time as the  Securities  or the  Common  Stock  issuable  upon
exchange  thereof shall have been  registered  under the  Securities  Act or the
Purchaser  demonstrates  to the reasonable  satisfaction  of the Company and its
counsel that such registration  shall no longer be required,  such Securities or
the  Common  Stock   issuable  upon  exchange   thereof  may  be  subject  to  a
stop-transfer  order placed  against the transfer of such  Securities,  and such
Securities shall bear a restrictive legend in substantially the following form:

                  THESE  SECURITIES  (INCLUDING ANY UNDERLYING  SECURITIES) HAVE
                  NOT BEEN  REGISTERED  UNDER  THE  SECURITIES  ACT OF 1933,  AS
                  AMENDED.  THEY MAY NOT BE SOLD,  OFFERED  FOR  SALE,  PLEDGED,
                  HYPOTHECATED  OR  OTHERWISE  TRANSFERRED  IN THE ABSENCE OF AN
                  EFFECTIVE  REGISTRATION  STATEMENT AS TO THE SECURITIES  UNDER
                  SAID ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE REASONABLY
                  SATISFACTORY  TO THE COMPANY THAT SUCH  REGISTRATION  SHALL NO
                  LONGER BE REQUIRED.

                  c.  Filings.  The Company  undertakes  and agrees that it will
make all  required  filings  in  connection  with  the  sale of the  Securities,
including shares of Common Stock issuable upon exercise of the Warrants,  to the
Purchaser as required by United States laws and regulations,  or by any domestic
securities exchange or trading market,  including, upon exercise of the Warrants
for  trading on the OTC  Bulletin  Board or the filing of a listing  application
with NASDAQ to list all of the shares of Common Stock issuable upon the exercise
of the Warrants,  as applicable,  and if  applicable,  the filing of a notice on
Form D (at such time and in such manner as required by the rules and regulations
of the  Commission),  and to provide  copies  thereof to the Purchaser  promptly
after such filing or filings.

                                       9

<PAGE>


                  d.  Reporting  Status.  So long as the Purchaser  beneficially
owns any of the Securities,  the Company shall timely file all reports  required
to be filed with the Commission  pursuant to Section 13 or 15(d) of the Exchange
Act and shall not  terminate  its status as an issuer  required to file  reports
under the Exchange  Act even if the  Exchange  Act or the rules and  regulations
thereunder would permit such termination.

                  e. State  Securities  Filings.  The Company shall from time to
time promptly  take such action as the Purchaser or any of its  representatives,
if applicable,  may  reasonably  request to qualify the Securities or the Common
Stock  issuable  upon  exercise of the  Warrants for offering and sale under the
securities  laws (other  than  United  States  federal  securities  laws) of the
jurisdictions in the United States as shall be so identified to the Company, and
to  comply  with such laws so as to permit  the  continuance  of sales  therein,
provided  that in  connection  therewith,  the Company  shall not be required to
qualify as a foreign  corporation or to file a general consent to the service of
process in any jurisdiction.

                  f.  Use of Proceeds.  The  Company  will  use  all  of the net
proceeds  from  the  issuance  of  the  Securities  for  technology  application
developments and working capital.

                  g.  Reservation  of  Common  Stock.  The  Company  will at all
times have  authorized  and  reserved  for the purpose of issuance a  sufficient
number of shares of Common Stock to provide for the exercise of the Warrants.

                  h. Sales of Additional Shares. The Company shall not, directly
or indirectly,  without the prior written consent of the Purchaser, offer, sell,
offer to sell, contract to sell or otherwise dispose of any of its securities or
any security or other instrument  convertible into or exchangeable for shares of
its capital stock (each a "Capital Issuance Event"),  in each case, for a period
beginning on the date hereof and ending two hundred seventy (270) days after the
Registration  Statement  (as defined in the  Registration  Rights  Agreement) is
declared  effective by the  Commission  (the  "Lock-Up  Period"),  which (i) are
issued at or convertible  into or contain  rights to purchase  Common Stock at a
price of less than $5.50 per share,  (ii) contain  provisions  for re-pricing or
(iii) are  convertible  into Common  Stock at a price which  adjusts  based upon
changes in market price.





                                       10

<PAGE>

                  i. Right of First Refusal.  Subject to Section 4(h), if during
the nine (9) month period  following the Lock-Up Period the Company shall desire
to sell, offer to sell,  contract to sell or otherwise dispose of any securities
or any security or other instrument  convertible into or exchangeable for shares
of Common  Stock  (collectively,  the  "Offered  Securities")  to a  prospective
investor  (the  "Prospective  Investor"),  the Company  shall notify (the "Offer
Notice") the  Purchaser in  accordance  with Section 10 hereof of the terms (the
"Third Party Terms") on which the Company proposes to sell,  contract to sell or
otherwise  dispose of the Offered  Securities to the Prospective  Investor.  If,
within the five (5) day period  following the  Purchaser's  receipt of the Offer
Notice, the Purchaser delivers a written notice (the "Acceptance Notice") to the
Company  stating  its  desire to  purchase  all or any  portion  of the  Offered
Securities  on the Third Party Terms,  the Company shall be required to sell the
Offered  Securities (or any portion  thereof so desired by the Purchaser) to the
Purchaser  at the price and on the terms set forth in the Offer  Notice  and the
Company  shall  not  be  permitted  to  sell  such  Offered  Securities  to  the
Prospective  Investor. If the Purchaser does not deliver an Acceptance Notice to
the  Company in such five (5) day  period,  then for a period of sixty (60) days
following  the date of the  Offer  Notice  the  Company  may  sell  the  Offered
Securities  to the  Prospective  Investor  on the  terms  set forth in the Offer
Notice.  Notwithstanding the foregoing,  the Purchaser shall not have a right to
purchase  any  portion of the  Offered  Securities  if such  Offered  Securities
consist  of shares of Common  Stock and are to be sold or issued by the  Company
(i) for the aggregate consideration of at least $15 million in connection with a
bona fide, firm  commitment,  underwritten  public offering under the Securities
Act; (ii) in connection with a bona fide  transaction  involving the acquisition
of  another  business  entity or segment  of any such  entity by the  Company by
merger, asset, purchase, stock purchase or otherwise; (iii) in connection with a
stock split,  stock  dividend or similar  recapitalization  of the Company which
affects all holders of the  Company's  Common Stock on an equivalent  basis,  or
(iv) on arms length terms to a strategic third party investor providing business
services  directly  relating  to the  Company,  in each case,  without the prior
written consent of the Purchaser (each a "Capital  Issuance  Event");  provided,
however,  that the Company  shall give the  Purchaser at least fifteen (15) days
prior  written  notice of the  occurrence  of any  Capital  Issuance  Event.  In
addition,  the  Company  agrees that it will not cause any shares of its capital
stock that are issued in connection with a transaction of the type  contemplated
by clause (ii) (or upon the conversion or exercise of other  securities that are
issued in connection  with such  transaction)  or that were issued in connection
with  financing,  acquisition  or  other  transaction  that  occurred  prior  or
subsequent  to the  date of  this  Agreement  to be  covered  by a  registration
statement  that is filed  with  the  Commission  or  declared  effective  by the
Commission  prior to the time that the Common  Stock,  Warrants and Common Stock
issuable upon exercise thereof are covered by a registration  statement filed by
the Company pursuant to its obligations under the Registration  Rights Agreement
has been effective under the Securities Act for a period of at least one hundred
twenty (120) days during  which one hundred  twenty (120) day period the Company
has  not  notified  the  Purchaser  that  such  registration  statement  or  the
prospectus included in such registration  statement includes an untrue statement
of a  material  fact or omits to state a  material  fact  required  to be stated
therein in order to make the statements  therein,  in light of the circumstances
under which they were made, not misleading.

                  j.  Ownership.  At no time shall the Purchaser (including  its
officers,  directors  and  affiliates)  maintain  in  the  aggregate  beneficial
ownership (as defined for purposes of Section 16 of the Securities  Exchange Act
of 1934,  as  amended)  of  shares  of  Common  Stock in excess of 9.999% of the
Company's  outstanding  Common Stock unless the  Purchaser  gives the Company at
least sixty-one days notice that it intends to increase its ownership position.





                                       11

<PAGE>

5.       TRANSFER AGENT INSTRUCTIONS.

                  a. The Company  warrants that no  instruction,  other than the
instructions  referred to in this Section 5 and stop  transfer  instructions  to
give effect to Sections 4(a) and 4(b) hereof prior to the  registration and sale
of the  Securities  in  the  manner  contemplated  by  the  Registration  Rights
Agreement,  will be given by the  Company  to the  transfer  agent  and that the
shares of Common Stock issuable upon exercise of the Warrants shall otherwise be
freely transferable on the books and records of the Company as and to the extent
provided in this Agreement,  the  Registration  Rights  Agreement and applicable
law. Nothing in this Section shall affect in any way the Purchaser's obligations
and agreement to comply with all applicable  securities  laws upon resale of the
Securities.  If the  Purchaser  provides  the Company with an opinion of counsel
reasonably satisfactory (as to both the identity of such counsel and the content
of such opinion) to the Company and its counsel that registration of a resale by
the  Purchaser of any of the  Securities  in  accordance  with clause  (1)(B) of
Section 4(a) of this  Agreement is not required  under the  Securities  Act, the
Company  shall  permit the  transfer of the  Securities  and, in the case of the
Common Stock,  promptly  instruct the Company's  transfer  agent to issue one or
more  certificates  for Common  Stock  without  legend in such names and in such
denominations as specified by the Purchaser.

                  b. The Company will permit the Purchaser to exercise its right
to exercise the Warrants by faxing an executed and completed Form of Election to
Purchase,  as  applicable,  to the  Company,  and  delivering  within  three (3)
business  days  thereafter,  the original  Form of Election to Purchase (and the
Warrant) to the Company by hand delivery or by express  courier,  duly endorsed.
Each date on which a Form of  Election  to  Purchase  is faxed to the Company in
accordance with the provisions  hereof shall be deemed a "Conversion  Date." The
Company will transmit the  certificates  representing  the Common Stock issuable
upon  exercise  of  the  to  the  Purchaser  via  express  courier  as  soon  as
practicable,  but in all events no later than five (5) business days in the case
of the exercise of the Warrant after the Conversion Date (the "Delivery  Date").
For purposes of this Agreement,  any exercise of the Warrants shall be deemed to
have been made  immediately  prior to the close of  business  on the  Conversion
Date.

                  c. In lieu of delivering  physical  certificates  representing
the Common  Stock  issuable  upon the  exercise of the  Warrants,  provided  the
Company's  transfer  agent is  participating  in the  Depository  Trust  Company
("DTC") Fast Automated  Securities  Transfer program,  on the written request of
the Purchaser, who shall have previously instructed the Purchaser's prime broker
to confirm such request to the Company's transfer agent, the Company shall cause
its transfer agent to electronically transmit such Common Stock to the Purchaser
by crediting  the account of the  Purchaser's  prime broker with DTC through its
Deposit Withdrawal Agent Commission ("DWAC") system no later than the applicable
Delivery Date.

                  d. The  Company  understands  that a delay in the  issuance of
Common Stock  beyond the  applicable  Delivery  Date could result in an economic
loss to the  Purchaser.  As  compensation  to the Purchaser  for such loss,  the
Company  agrees to pay to the  Purchaser  for late issuance of Common Stock upon
exercise  of the  Warrants  the sum of $2,500  per day for any or all  shares of
Common Stock purchased upon the exercise of the Warrants.  The Company shall pay
any  payments  that are payable to the  Purchaser  pursuant to this Section 5 in
immediately  available  funds  upon  demand.  Nothing  herein  shall  limit  the
Purchaser's right to pursue actual damages for the Company's failure to so issue
and deliver Common Stock to the Purchaser. Furthermore, in addition to any other
remedies which may be available to the Purchaser,  in the event that the Company
fails for any reason to effect  delivery  of such Common  Stock  within five (5)
business days after the relevant  Delivery  Date, the Purchaser will be entitled
to revoke the  relevant  Form of Election to Purchase by  delivering a notice to
such effect to the Company,  whereupon the Company and the Purchaser  shall each
be restored to their respective positions  immediately prior to delivery of such
Form of Election to Purchase.  For purposes of this  Section 5,  "business  day"
shall mean any day in which the  financial  markets  of New York are  officially
open for the conduct of business therein.


                                       12

<PAGE>


6.       CONDITIONS TO THE COMPANY'S OBLIGATION TO ISSUE THE SECURITIES.

         Purchaser  understands  that the  Company's  obligation  to  issue  the
Securities  on the  Closing  Date to  Purchaser  pursuant to this  Agreement  is
conditioned upon:

                  a. The accuracy on the Closing Date of the representations and
warranties  of Purchaser  contained in this  Agreement as if made on the Closing
Date and the  performance  by  Purchaser  on or before the  Closing  Date of all
covenants and agreements of Purchaser  required to be performed on or before the
Closing Date;

                  b. The absence or  inapplicability  of any and all laws, rules
or regulations prohibiting or restricting the transactions  contemplated hereby,
or requiring any consent or approval which shall not have been obtained.

7.       CONDITIONS TO THE PURCHASER'S OBLIGATION TO PURCHASE THE SECURITIES.

         The Company  understands  that  Purchaser's  obligation to purchase the
Securities on the Closing Date is conditioned upon:

                  a. The accuracy on the Closing Date of the representations and
warranties of the Company  contained in this Agreement as if made on the Closing
Date,  and the  performance  by the Company on or before the Closing Date of all
covenants and  agreements  of the Company  required to be performed on or before
the Closing Date;

                  b. On the Closing Date, the Purchaser  shall have received (i)
the shares of Common Stock  purchasable  hereunder,  and (ii) the  Warrants,  in
substantially the form of Exhibit A hereto.

                  c. On the Closing Date,  the Purchaser  shall have received an
opinion of counsel for the Company,  dated the Closing Date, in form,  scope and
substance  reasonably  satisfactory  to  Purchaser,  to the  effect set forth in
Exhibit C attached hereto;

                  d. On the Closing  Date the Company  shall have  executed  and
delivered a signed  counterpart to the Registration  Rights Agreement,  in form,
scope and substance  reasonably  satisfactory  to  Purchaser,  to the effect set
forth in Exhibit B attached hereto;

                  e. On the Closing Date,  the  Purchaser  shall have received a
certificate  executed by (i) the  President  or the  Chairman of the Company and
(ii)  the  Chief  Financial  Officer  of the  Company,  stating  that all of the
representations  and  warranties of the Company set forth in this  Agreement are
accurate as of the Closing  Date and that the Company has  performed  all of its
covenants and  agreements  required to be performed  under this  Agreement on or
before the Closing Date;


                                       13

<PAGE>


                  f. On the Closing Date, the Purchaser shall have received from
the Company such other certificates and documents as it or its  representatives,
if  applicable,  shall  reasonably  request,  and all  proceedings  taken by the
Company in connection with the Primary Documents  contemplated by this Agreement
and the other Primary  Documents  and all documents and papers  relating to such
Primary Documents shall be satisfactory to the Purchaser;

                  g. On or prior  to the  Closing  Date,  there  shall  not have
occurred any of the  following:  (i) a suspension or material  limitation in the
trading of securities generally on the New York Stock Exchange,  NASDAQ National
Market,  NASDAQ  SmallCap or OTC Bulletin  Board;  (ii) a general  moratorium on
commercial  banking  activities in New York declared by the  applicable  banking
authorities;  (iii) the outbreak or  escalation  of  hostilities  involving  the
United States,  or the declaration by the United States of a national  emergency
or war;  or (iv) a change in  international,  political,  financial  or economic
conditions,  if the effect of any such event, in the reasonable  judgment of the
Purchaser, makes it impracticable or inadvisable to proceed with the purchase of
the Securities on the terms and in the manner contemplated in this Agreement and
in the other Primary Documents.

                  h.  The  Company   shall  have   delivered  to  the  Purchaser
reimbursement of the Purchaser's  out-of-pocket  costs and expenses  incurred in
connection with the transactions  contemplated by this Agreement (including fees
and disbursements of the Purchaser's legal counsel in the amount of $16,800.00).

8.       EXPENSES.

                  The Company  covenants and agrees with the Purchaser  that the
Company will pay or cause to be paid the following:  (a) the fees, disbursements
and expenses of the Purchaser  and  Purchaser's  counsel in connection  with the
issuance of the  Securities  payable on the Closing  Date,  (b) all  expenses in
connection with registration or qualification of the Securities for offering and
sale under state securities laws as provided in Section 4(f) hereof, and (c) all
other  costs  and  expenses  incident  to the  performance  of  its  obligations
hereunder  which are not  otherwise  specifically  provided for in this Section,
including the fees and disbursements of the Company's  counsel,  accountants and
other  professional  advisors,  if any.  If the  Company  fails to  satisfy  its
obligations or to satisfy any condition set forth in this Agreement, as a result
of which the  Securities  are not  delivered  to the  Purchaser on the terms and
conditions set forth herein,  the Company shall  reimburse the Purchaser for any
out-of-pocket  expenses  reasonably  incurred  in  making  preparations  for the
purchase, sale and delivery of the Securities not so delivered.

9.       SURVIVAL OF REPRESENTATIONS AND WARRANTIES.

         The  representations  and  warranties  of the Company and the Purchaser
shall survive the  execution and delivery of this  Agreement and the delivery of
the Common Stock and the Warrants for a period of. eighteen (18 ) months.


                                       14

<PAGE>


10.      GOVERNING LAW; MISCELLANEOUS

                  This  Agreement  shall  be  governed  by  and  interpreted  in
accordance with the laws of the State of New York,  without regard to principles
of conflict of laws. Each of the parties consents to the exclusive  jurisdiction
of the federal courts whose districts encompass any part of the City of New York
or the state  courts of the State of New York sitting in the City of New York in
connection  with  any  dispute  arising  under  this  Agreement  or  any  of the
transactions  contemplated  hereby,  and hereby  waives,  to the maximum  extent
permitted by law, any  objection,  including any  objections  based on forum non
conveniens,  to the bringing of any such proceeding in such jurisdictions.  This
Agreement  may be signed  in one or more  counterparts,  each of which  shall be
deemed an  original.  The  headings of this  Agreement  are for  convenience  of
reference only and shall not form part of, or affect the  interpretation of this
Agreement.  This  Agreement and each of the Primary  Documents have been entered
into freely by each of the parties, following consultation with their respective
counsel,  and shall be  interpreted  fairly in  accordance  with its  respective
terms,  without any  construction  in favor of or against  either party.  If any
provision  of  this  Agreement  shall  be  invalid  or   unenforceable   in  any
jurisdiction,  such invalidity or unenforceability shall not affect the validity
or  enforceability  of the  remainder  of  this  Agreement  or the  validity  or
unenforceability  of this  Agreement in any other  jurisdiction.  This Agreement
shall inure to the benefit of, and be binding upon the successors and assigns of
each of the parties hereto,  including any  transferees of the Securities.  This
Agreement may be amended only by an instrument in writing signed by the party to
be charged with enforcement.  This Agreement supersedes all prior agreements and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof.

11.      NOTICES.

                  Any notice  required or permitted  hereunder shall be given in
writing (unless otherwise specified herein) and shall be effective upon personal
delivery,   via   facsimile   (upon  receipt  of   confirmation   of  error-free
transmission)  or two  business  days  following  deposit of such notice with an
internationally  recognized courier service,  with postage prepaid and addressed
to each of the other parties thereunto entitled at the following  addresses,  or
at such other  addresses as a party may  designate by five days advance  written
notice to each of the other parties hereto.

                           If to the Company to:

                           MAX Internet Communications, Inc.
                           8115 Preston Road
                           Dallas, Texas 75225
                           Att.:   Lawrence R. Biggs, Jr.
                           Tel.:   (214) 691-0055
                           Fax: (214) 691-0887

                           With a copy to:

                           Glast, Phillips & Murray
                           2200 One Galleria Tower
                           13355 Noel Road, L.B. 48
                           Dallas, Texas 75240-6657

                           Att.:  Ronald L. Brown, Esq.
                           Tel.:  (972) 419-9300
                           Fax:  (972) 419-8329



                                       15

<PAGE>

                           If to the Purchaser to:

                           Boxer Partners LLC
                           c\o WEC Asset Management LLC
                           One World Trade Center, Suite #4563
                           New York, New York  10048
                           Attention:  Ethan Benovitz
                           Tel:  (212) 775-9299
                           Fax: (212) 775-9311

                           With a copy to:

                           Cohen Tauber Spievak & Wagner LLP
                           1350 Avenue of the Americas
                           26th Floor
                           New York, New York  10019
                           Att.:  Jay Spievak, Esq.
                           Tel.:  (212) 519-5195
                           Fax:  (212) 262-1766

12.      INDEMNIFICATION.

                  The  Company  agrees  to  indemnify  the  Purchaser  and  each
officer, director, employee, agent, partner,  stockholder,  member and affiliate
of the Purchaser  (collectively,  the "Indemnified  Parties") for, and hold each
Indemnified  Party harmless from and against:  (i) any and all damages,  losses,
claims  and  other  liabilities  of  any  and  every  kind,  including,  without
limitation,  judgments and costs of settlement,  and (ii) any and all reasonable
out-of-pocket  costs and  expenses  of any and every  kind,  including,  without
limitation,  reasonable fees and  disbursements  of counsel for such Indemnified
Parties (all of which expenses periodically shall be reimbursed as incurred), in
each case,  arising out of or suffered or incurred in connection with any of the
following:  (a) any  misrepresentation or any breach of any warranty made by the
Company  herein  or in any of the other  Primary  Documents,  (b) any  breach or
non-fulfillment  of any covenant or agreement  made by the Company  herein or in
any of the other Primary  Documents and (c) any claim relating to or arising out
of a violation of applicable  federal or state securities laws by the Company in
connection  with the sale or issuance of the  Securities,  by the Company to the
Purchaser (collectively,  the "Indemnified Liabilities"). To the extent that the
foregoing  undertaking by the Company may be unenforceable  for any reason,  the
Company shall make the maximum  contribution to the payment and  satisfaction of
each of the Indemnified Liabilities which is permissible under applicable law.

     [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK, SIGNATURE PAGE TO FOLLOW]



















                                       16


<PAGE>

         IN WITNESS WHEREOF,  this Securities  Purchase  Agreement has been duly
executed by each of the undersigned.

                                 Max Internet Communications, Inc.

                                 By:____________________________________
                                 Name:

                                 Title:

                                 BOXER PARTNERS LLC
                                 By:  WEC Asset Management LLC,
                                        Manager

                                 By:____________________________________
                                       Name:  Ethan Benovitz
                                       Title:  Managing Director










                                       17


<PAGE>

                                  EXHIBIT INDEX

EXHIBIT A                                  FORM OF WARRANT
EXHIBIT B                                  FORM OF REGISTRATION RIGHTS AGREEMENT
EXHIBIT C                                  FORM OF OPINION OF COUNSEL TO COMPANY























<PAGE>

                                 SCHEDULE INDEX

SCHEDULE 3(a)                                         LIST OF SUBSIDIARIES

SCHEDULE 3(b)                                         CAPITALIZATION, DERIVATIVE
                                                      SECURITIES AND
                                                      REGISTRATION RIGHTS

SCHEDULE 3(h)                                         NON-CONTRAVENTION

SCHEDULE 3(y)                                         FEES