Exhibit 10.13

                            STOCK PURCHASE AGREEMENT

         THIS STOCK PURCHASE AGREEMENT, made and entered into as of December 31,
1999, by and between MAX Internet Communications, Inc., a Nevada corporation and
MAXpc Technologies,  Inc., a Texas corporation (together hereinafter referred to
as the "Seller") and Clear Springs  Investments  Ltd., a British  Virgin Islands
corporation (hereinafter referred to as the "Buyer").

                              W I T N E S S E T H:

         WHEREAS,  the Seller owns all of the outstanding quotas of MAX Internet
Communications   do  Brasil,   LTDA,  a  private  limited   liability   company,
(hereinafter  referred to as the "Quotas"),  a corporation formed under the laws
of Brazil (hereinafter referred to as the "Company"); and

         WHEREAS,  the  Seller  desires  to sell the  Quotas  to Buyer and Buyer
desires to purchase  the Quotas on the terms and subject to the  conditions  set
forth herein;

         NOW  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
covenants set forth below and other good and valuable consideration, the receipt
and  adequacy  of which are hereby  acknowledged,  and  intending  to be legally
bound, the parties hereto do hereby agree as follows:

                                       I.

                           PURCHASE AND SALE OF QUOTAS

         SECTION  1.01  Purchase  and Sale of  Quotas.  Subject to the terms and
conditions  set  forth  herein,  effective  the date on which  all  transactions
described herein are completed and closed (the "Closing Date") Seller shall sell
to the Buyer, and the Buyer shall purchase from Seller the Quotas.  Seller shall
transfer  all of its right,  title,  and  interest  in and to the  Quotas  being
conveyed by it to Buyer free and clear of any lien, security interest,  or other
encumbrance  of any  nature  and free of any claim by any person or entity to or
against the Quotas.

         SECTION  1.02  Purchase  Price.   The  purchase  price  of  the  Quotas
(hereinafter  referred  to as the  "Purchase  Price")  shall  be the  sum of BRL
600,000 and the other provisions and terms contained herein.  The purchase price
shall be payable from Buyer to Seller in three  installments  by wire  transfer,
the first  installment  of BRL 200,000  within 60 days of the effective  date of
this  agreement,  the second  installment  of BRL 200,000  within 30 days of the
payment  of the first  installment,  and the third  installment  of BRL  200,000
within 30 days of payment of the second installment.

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                                       II.

                  REPRESENTATIONS AND WARRANTIES OF THE SELLER

The Seller  hereby  represents  and warrants  to, and agrees with,  the Buyer as
follows:

         SECTION 2.01  Authority.  Seller is duly authorized  and possesses  all
necessary corporate power to effect the sale hereby.

         SECTION  2.02 OTHER THAN THE  FOREGOING,  THE QUOTAS SOLD  HEREUNDER BY
SELLER ARE  PROVIDED  "AS IS" WITH NO  WARRANTY OF ANY KIND,  EXPRESS,  IMPLIED,
STATUTORY  OR  OTHERWISE,  INCLUDING  BUT NOT  LIMITED  TO,  ANY  WARRANTIES  OR
CONDITIONS AS TO THE COMPANY, AND EACH PARTY SPECIFICALLY  DISCLAIMS ANY IMPLIED
WARRANTIES  OF  MERCHANTABILITY,  NONINFRINGEMENT  OF ANY THIRD PARTY  RIGHTS OR
FITNESS FOR A PARTICULAR  PURPOSE.  EACH PARTY AGREES THAT THIS OWNERSHIP OF THE
QUOTAS SHALL BE ENTIRELY AT BUYER'S OWN RISK. SELLER MAKES NO REPRESENTATIONS OR
WARRANTIES,  OR PROVIDES BUYER WITH ANY INDEMNIFICATION,  WITH RESPECT TO QUOTAS
OR ANY ASSETS PURCHASED BY BUYER UNDER THIS AGREEMENT.

                                      III.

                     REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer  hereby  represents  and  warrants  to, and agrees  with,  the  Sellers as
follows:

         SECTION 3.01  Investment Representations

     (a) The  Quotas  to be  acquired  by Buyer  will be  acquired  by Buyer for
investment  for Buyer's own  account,  not as a nominee or agent for any person,
and not with a view to the sale or distribution of all or any part thereof.

     (b) The Buyer  understands  that the Quotas may not be sold or offered  for
sale within the United States of America or to any "U.S.  persons" as defined by
U.S. federal securities laws.


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     SECTION 3.02 Brokers. Buyer has not made any agreement or arrangement which
would result in any broker,  finder,  agent or other person or entity having any
claim for any fee, commission,  or payment against any Seller in connection with
the  negotiation  or execution  of this  Agreement  or the  consummation  of the
transactions contemplated hereby.

     SECTION  3.03  Authorization,  etc.  Buyer has the  power,  authority,  and
capacity  to  enter  into  this  Agreement  and to  carry  out the  transactions
contemplated  hereby, and this Agreement has been duly executed and delivered by
Buyer.

     SECTION  3.04  No  Consent  Required.  No  consent,   approval,   order  or
authorization  of, or registration,  declaration or filing with any governmental
or public body or  authority  is required  for Buyer to execute and deliver this
Agreement and perform its obligations hereunder.

     SECTION 3.05 Liabilities.  Buyer acknowledges that upon the purchase of the
Quotas,  the  Company  will  continue  to be liable for all of its  obligations,
whether fixed, accrued or contingent, whether existing or arising in the future,
and that Seller will have no further  liability  for any such  obligation of the
Company, except as provided in this Agreement.

                                       IV.

                                 INDEMNIFICATION

     SECTION 4.01 Buyer's  Claims.  The Seller shall indemnify and hold harmless
Buyer,  its successors and assigns,  and their respective  officers,  directors,
employees,  shareholders,  agents,  and affiliates  against any and all damages,
claims, losses, liabilities, and expenses actually incurred by Buyer, including,
without limitation,  legal, accounting,  and other expenses, which may arise out
of (i) any  breach  of any of the  representations  or  warranties  made in this
Agreement by the Seller,  or (ii) any claims against Buyer from a stockholder of
Seller or other party (other than a creditor of the Company seeking to enforce a
debt  owed  by the  Company)  challenging  the  validity  or  legality  of  this
Agreement. Such indemnification obligation shall survive the Closing.

     SECTION 4.02 Seller's Claim. Buyer shall indemnify and hold harmless Seller
and its assigns,  agents,  and affiliates  against any and all damages,  claims,
losses,   liabilities  and  expenses,   including  without   limitation,   legal
accounting,  and other expenses actually incurred by Seller, which may arise out
of any breach of any of the representations or warranties made in this Agreement
by  Buyer,  and  for any  liabilities  or  obligations  of the  Company  arising
hereafter.



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                                       V.

                                OTHER AGREEMENTS

     SECTION 5.01 Future  Assistance.  Each party hereto shall assist the others
in fulfilling  the intent and purposes of this Agreement and shall take all such
further  action as shall be  reasonably  necessary  to  effectively  convey  the
business  of the Company to Buyer,  have  access to all books,  records and data
regarding the Company,  and allow for the timely reporting of the transaction to
all governmental and taxing  authorities.  Concurrently with the consummation of
the transactions  contemplated by this Agreement,  Seller shall deliver to Buyer
all books and records, including financial records, related to the Company.

     SECTION 5.02 Tax Matters.  Seller will file all tax returns  required to be
filed  by the  Company  related  to  periods  ending  at or prior to the date of
consummation of the transactions contemplated by this Agreement.

     SECTION 5.03  Intercompany  Payable.  All  intercompany  payables  from the
Company to Seller,  all of which are set forth on attached  Schedule 5.04, shall
be payable from the Company to Seller in the manner described in Section 5.05.

     SECTION 5.04 Pending Transactions.  As of the Closing,  there are two major
transactions  and  several  smaller  transactions  in  progress  for the sale of
Seller's products to customers of the Company. These consist of:

          1.   Sale of 20,000  MAX  i.c.Live  3600R  cards and Fong Kai  Cameras
               (together a "Kit") to the  Government  of Brasil,  of which 8,000
               Kits are to be  delivered  by February 18, 2000 and paid for upon
               delivery,  and 12,000 kits to be  delivered by March 31, 2000 and
               paid for upon delivery.

          2.   Sale of approximately 2,500 Kits to other customers.

The first amounts  collected on these sales shall be applied to the intercompany
payables described on Schedule 5.03.

In  addition,  a sale of 6,000  Kits to  Igen-Parti  Solutions  will be paid for
directly to Seller from the customer on or before February 15, 2000. Seller will
pay the  Company  10% of the net  profit  realized  by Seller on this  sale.  In
addition,  the Seller will bear up the first  USD1,000,000 of tariffs and duties
resulting from such sale.

         SECTION 5.05 Future Transactions. From the date of Closing, the Company
shall be  appointed a  distributor  for the Seller  pursuant to the terms of the
Distributor  Agreement  attached as Exhibit A. Prices  charged to the Company by
the Seller shall be those in effect for other distributors of the Seller.

     SECTION 5.06 Microtec.  Sales of products to Microtec shall be described in
the Distributor Agreement.


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                                       VI.

                                  MISCELLANEOUS

     SECTION  6.01  Expenses.  Each party  hereto  will pay its own  expenses in
connection  with  the  transactions  contemplated  hereby,  whether  or not such
transactions  shall be  consummated,  and the  Seller  shall not charge any such
expenses to the Company.

     SECTION  6.02   Survival  of   Agreements.   All   covenants,   agreements,
representations  and  warranties  made herein shall  survive the  execution  and
delivery of this  Agreement  and the sale and  delivery  of the Quotas  pursuant
hereto.

     SECTION 6.03 Certain Rules of Interpretation.  Any information disclosed in
any schedule attached hereto or any certificate furnished in connection herewith
shall be deemed disclosed  wherever  otherwise  required,  and for all purposes,
under  this  Agreement,  whether or not  specific  reference  was made  thereto.
Inclusion  of any  information  in a schedule or exhibit  shall not be deemed an
admission as to the materiality of such information or otherwise alter or affect
the  provisions  of the  representation  or  warranty  to which the  schedule or
exhibit relates.

     SECTION 6.04 Parties in Interest. All covenants and agreements contained in
this Agreement by or on behalf of any of the parties hereto shall bind and inure
to the benefit of the  respective  successors  and assigns of the parties hereto
whether so expressed or not.

     SECTION  6.05  Notices.   All  notices,   requests,   consents,   or  other
communications  hereunder shall be in writing and shall be delivered  personally
or by courier or mailed by first class  registered  or certified  mail,  postage
prepaid, in either case addressed as follows:

         (a)      if to the Buyer

                           Clear Springs Investments Ltd.

                           ------------------------------

                           ------------------------------

         (b)      if to the Seller

                           MAX Internet Communications, Inc.
                           8115 Preston Road
                           Suite 800 - East
                           Dallas, Texas 75225
                           Attention:  Donald G. McLellan

or, in any such case,  at such other  address  or  addresses  as shall have been
furnished in writing by such party to the others. Any such  communication  shall
be deemed given when actually delivered to the address indicated.

     SECTION  6.06  LAW  GOVERNING.  THIS  AGREEMENT  SHALL BE  GOVERNED  BY AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS OF BRAZIL.

     SECTION 6.07 Entire Agreement. This Agreement, along with the Schedules and
Exhibits  attached hereto,  constitutes the entire agreement of the parties with
respect to the subject  matter hereof and may not be modified or amended  except
in writing.


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     SECTION  6.08  Counterparts.   This  Agreement,  including  all  agreements
executed and delivered  hereunder,  may be executed in two or more counterparts,
each of which  shall be  deemed an  original,  but all of which  together  shall
constitute one and the same instrument.

     SECTION 6.09 Time. Time is of the essence of this Agreement.

     IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement or caused
this   Agreement   to  be  executed  on  its  behalf  by  its  duly   authorized
representative, as of the day and year first above written.

                                          SELLER:

                                          MAX INTERNET COMMUNICATIONS, INC.

                                          By: __________________________________
                                                   Donald G. McLellan, President

                                          MAXPC TECHNOLOGIES, INC.

                                          By: __________________________________
                                                   Donald G. McLellan, President



                                          BUYER:

                                          CLEAR SPRINGS INVESTMENTS LTD.


                                          By:___________________________________
                                          Name: Carlos Lima-Freitas
                                          Title: by Power of Attorney
                                          From Disney Thompson, Director





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