EXHIBIT 10.9.3
                                                                       EXHIBIT B
                                                                       ---------


                      FORM OF REGISTRATION RIGHTS AGREEMENT

         THIS REGISTRATION RIGHTS AGREEMENT,  dated as of January 26, 2000 (this
"Agreement"),  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,  pursuant  to a  Securities  Purchase  Agreement,  dated as of
January 26, 2000, by and between the Purchaser and the Company (the  "Securities
Purchase Agreement"),  the Company has agreed to issue and sell to the Purchaser
(i) 727,273 shares of the Company's Common Stock par value $.0001 per share (the
"Common  Stock") and (ii)  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
"Common  Stock,  the Warrants and any Common Stock  underlying  the Warrants and
issuable  upon  exercise  thereof  are  collectively  referred  to herein as the
"Securities";  and all shares of Common Stock acquired by the Purchaser pursuant
to the  Securities  Purchase  Agreement  or  exercise of the  Warrants,  and any
Additional Shares are collectively referred to herein as the "Shares");

         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 may apply the principal  and accrued  interest  under the Note towards
payment of the Purchase Price under the Securities Purchase Agreement; and

         WHEREAS,  to induce the Purchaser to execute and deliver the Securities
Purchase  Agreement,  the  Company  has agreed to provide  certain  registration
rights under the Securities Act of 1933, as amended (the "Securities  Act"), and
applicable state securities laws.

         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 Company and the
Purchaser hereby agree as follows:

1.  Definitions.

          (a) As used in this  Agreement,  the  following  terms  shall have the
following meanings:

                  (i) "Additional  Shares" shall mean any shares of Common Stock
issuable  to  Purchasers  pursuant  to a stock  split,  recapitalization,  stock
dividends or similar  transactions or additional shares of Common Stock issuable
pursuant to Section 4 of the Warrant.



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                  (ii) "Minimum Conversion Shares" on any date means a number of
shares equal the number of shares of Common Stock  issuable upon exercise of the
Warrants.

                  (ii) "Register,"  "Registered," and "Registration"  refer to a
registration effected by preparing and filing one or more Registration Statement
or  Statements in compliance  with the  Securities  Act and pursuant to Rule 415
under the Securities Act or any successor rule providing for offering securities
on a  continuous  basis  ("Rule  415"),  and  the  declaration  or  ordering  of
effectiveness  of such  Registration  Statement by the  Securities  and Exchange
Commission (the "Commission").

                  (iii) "Registrable Securities" means collectively, the Shares,
the Warrants and Additional Shares, if any.

                  (iv) "Registration Statement" means a  registration  statement
of the Company under the Securities Act.

         Capitalized  terms used herein and not otherwise  defined  herein shall
have  the  meanings  set  forth in the  Securities  Purchase  Agreement,  or the
Warrants, as the case may be.

2.   Registration.

          (a) Mandatory Registration.  The Company shall prepare and, as soon as
practicable,  but in no event later than February 29, 2000 (the "Required Filing
Date"),  file with the Commission a  Registration  Statement on Form SB-2 or S-3
covering  resales of (a) the Shares and (b) the Warrants on the filing date.  In
the event  that Form SB-2 or S-3 is  unavailable  for such a  registration,  the
Company shall use such other form as is available for such a registration.  Such
Registration  Statement or amended Registration  Statement,  as the case may be,
shall in accordance  with Rule 416 under the Securities  Act, state that it also
covers such indeterminate number of additional Shares as may become issuable (i)
upon  exercise of the Warrants  (ii) to prevent  dilution  resulting  from stock
splits,  stock  dividends  or  similar  transactions  and  (iii)  to the  extent
consistent with the interpretations of the Commission of such rule at such time,
resulting from any adjustment in the Current Warrant Price of such Warrants. The
Company shall use its best efforts to cause any such  Registration  Statement or
amended Registration  Statement,  as the case may be, to become effective within
the earliest to occur of (i) ninety (90) days  following the Closing Date;  (ii)
if the Commission elects not to conduct a review of the Registration  Statement,
the date which is five (5)  business  days after the date upon which  either the
Company or its counsel is so notified, whether orally or in writing; or (iii) if
the  Registration  Statement is reviewed by the  Commission,  the earlier of (x)
ninety (90) days  following  the Closing  Date or (y) the date which is five (5)
business  days after the date upon which the  Company or its counsel is notified
by the  Commission,  whether  orally or in writing,  that the  Commission has no
further  comments  with  respect  to the  Registration  Statement,  or that  the
Registration Statement may be declared effective.  The earliest of such dates is
referred to herein as the "Required Effective Date."  Notwithstanding the use of
the terms  "Required  Filing Date" and "Required  Effective  Date"  herein,  the
Company  shall  at all  times  use  its  best  efforts  to  file  each  required
Registration  Statement  or  amendment  to a  Registration  Statement as soon as
possible after the Closing Date or after the date the Company becomes  obligated
to file such  Registration  Statement or  amendment,  as the case may be, and to
cause each such Registration  Statement or amendment to become effective as soon
as possible thereafter.  No securities of the Company other than the Registrable
Securities  and  securities  issued to  Coleman & Co.  in  connection  with this
transaction  shall be included in any such Registration  Statement.  The Company
shall keep each  Registration  Statement  effective  pursuant to Rule 415 at all
times  until  such  date as is the  earlier  of (i) the date on which all of the
Registrable Securities have been sold and (ii) the date on which the Registrable
Securities  (in the opinion of counsel to the Company) may be  immediately  sold
without  restriction  (including  without limitation as to volume by each holder
thereof)  without  registration  under  the  Securities  Act (the  "Registration
Period").

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          (b) Payments by the Company.

                  (i) (A) If the Registration Statement covering the Registrable
Securities  is not filed in proper form with the  Commission  on or prior to the
Required  Filing  Date,  or (B)  if  the  Registration  Statement  covering  the
Registrable  Securities is not  effective on or prior to the Required  Effective
Date,  or (C) if the number of Shares  qualified for trading on the OTC Bulletin
Board or the NASDAQ SmallCap Market,  if applicable,  or reserved by the Company
for  issuance  shall be  insufficient  for  issuance  upon the  exercise  of the
Warrants,  or (D) upon the  occurrence  of a  Blackout  Event (as  described  in
Section 3(f) or Section 3(g) below) (each of the events described in clauses (A)
through  (D) of  this  paragraph  are  referred  to  herein  as a  "Registration
Default"),  the Company will make  payments to the Purchaser in such amounts and
at such times as shall be determined pursuant to this Section 2(b),.

                  (ii) The amount (the  "Periodic  Amount") to  be  paid  by the
Company  to the  Purchaser  as of each  thirty  (30) day period  during  which a
Registration  Default shall be in effect (each such period, a "Default  Period")
shall be equal to (x) with respect to the first Default Period, one percent (1%)
of the Purchase Price paid by the Purchaser and (y) thereafter, two percent (2%)
of the Purchase Price;  provided that, with respect to any Default Period during
which the relevant  Registration  Defaults  shall have been cured,  the Periodic
Amount shall be pro rated for the number of days during such period during which
the Registration Defaults were pending; and provided,  however, that the payment
of such  Periodic  Amounts  shall not relieve the  Company  from its  continuing
obligations to register the Warrants and Shares pursuant to Section 2(a).

                   (iii) Each Periodic Amount shall be  payable by  the Company,
in cash or other  immediately  available funds, to the Purchaser on the last day
of each month during which a Registration  Default  occurred or was  continuing,
without  demand  therefor by the  Purchaser.  If the Company shall not remit the
Periodic  Amounts payable to the Purchaser as set forth in paragraph (ii) above,
the Company will pay the Purchaser  reasonable  costs of  collection,  including
attorneys' fees, in addition to the Periodic Amounts.

                  (iv) The parties acknowledge that  the damages  which  may  be
incurred by the  Purchaser  if the  Registration  Statement  is not filed by the
Required  Filing  Date,  if the  Registration  Statement  has not been  declared
effective by the Required Effective Date, if an insufficient number of shares of
Common Stock shall be qualified for trading or reserved for issuance,  or if the
provisions  of Section  3(f) or 3(g)  become  applicable,  may be  difficult  to
ascertain.  The parties agree that the Periodic  Amount  represents a reasonable
estimate on the part of the parties,  as of the date of this  Agreement,  of the
amount of such damages.


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          (c) Piggyback  Registration.  (i) If at any time or from time to time,
the Company  shall  determine  to register  any of its  securities,  for its own
account or the  account of any of its  shareholders,  other than a  Registration
Statement  relating  solely to  employee  share  option  plans or pursuant to an
acquisition transaction on Form S-4, the Company will:

                  (A) provide to the Purchaser written notice thereof as soon as
                  practicable prior to filing the Registration Statement; and

                  (B)  include  in  such  Registration   Statement  and  in  any
                  underwriting   involved   therein,   all  of  the  Registrable
                  Securities  specified  in a written  request by the  Purchaser
                  made within  fifteen  (15) days after  receipt of such written
                  notice from the Company.

                  (ii) If the Registration is  for a registered  public offering
involving an  underwriting,  the Company shall so advise the Purchaser as a part
of the written notice given pursuant to this Section.  In such event, the rights
of the Purchaser hereunder shall include  participation in such underwriting and
the inclusion of the  Registrable  Securities in the  underwriting to the extent
provided  herein.  To the extent that the Purchaser  proposes to distribute  its
securities  through such  underwriting,  the Purchaser  shall (together with the
Company  and  any  other  securityholders  of  the  Company  distributing  their
securities  through such underwriting)  enter into an underwriting  agreement in
customary  form  with  the  underwriter  or   underwriters   selected  for  such
underwriting  by the  Company.  Notwithstanding  any  other  provision  of  this
Section,  if the  managing  underwriter  of such  underwriting  determines  that
marketing  factors require a limitation of the number of shares to be offered in
connection with such underwriting, the managing underwriter may limit the number
of Registrable  Securities to be included in the  Registration  and underwriting
(provided,  however,  that (a) the Registrable  Securities shall not be excluded
from such underwritten offering prior to the exclusion of any securities held by
officers and directors of the Company or their  affiliates,  (b) the Registrable
Securities  shall be entitled to at least the same  priority in an  underwritten
offering as any  securities  included in such  offering by any of the  Company's
other  existing  securityholders,  and (c) the Company  shall not enter into any
agreement that would provide any securityholder with priority in connection with
an  underwritten  offering  greater than the priority  granted to the  Purchaser
hereunder). The Company shall so advise any of its other securityholders who are
distributing  their  securities  through  such  underwriting  pursuant  to their
respective   piggyback   registration  rights,  and  the  number  of  shares  of
Registrable  Securities  and  other  securities  that  may  be  included  in the
registration  and  underwriting  shall be allocated  among the Purchaser and all
other securityholders of the Company in proportion, as nearly as practicable, to
the respective amounts of Registrable  Securities held by the Purchaser and such
other  securityholders at the time of the filing of the registration  statement.
If the Purchaser disapproves of the terms of any such underwriting, it may elect
to  withdraw  therefrom  by  written  notice  to the  Company.  Any  Registrable
Securities so excluded or withdrawn  from such  underwriting  shall be withdrawn
from such Registration.

         (d) Eligibility for Form SB-2. The Company represents and warrants that
it meets all of the  requirements  for the use of Form SB-2 for the Registration
of the sale by the Purchaser and any  transferee  who purchases the  Registrable
Securities,  and the Company shall file all reports  required to be filed by the
Company  with the  Commission  in a timely  manner,  and shall  take such  other
actions as may be necessary  to maintain  such  eligibility  for the use of Form
SB-2.


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         (e) Priority in Filing.  The Company  covenants  that  beginning on the
Closing  Date and ending on the date that is one hundred  and twenty  (120) days
after  the  Registration  Statement  filed  pursuant  to  Section  2(a)  of this
Agreement becomes effective  (provided that if, after the effective date of such
Registration  Statement,  the  Purchaser  shall be  unable  to sell  Registrable
Securities  pursuant to such Registration  Statement for any number of days, the
provisions  of this  Section 2(e) shall apply for an  additional  number of days
equal to the  number  of days  during  which  any  Purchaser  is  unable to sell
Registrable  Securities  pursuant to such Registration  Statement),  the Company
will not file any Registration  Statement,  other than a Registration  Statement
required by Section 2(a) hereof, without the written consent of the Purchaser.

3.  Obligations of the Company.

         In connection with the registration of the Registrable Securities,  the
Company shall do each of the following:

                  (a)  Prepare  and file with the  Commission  the  Registration
Statements  required  by  Section  2  of  this  Agreement  and  such  amendments
(including  post-effective  amendments)  and  supplements  to  the  Registration
Statements  and the  prospectuses  used in  connection  with  such  Registration
Statements,  each in such form as to which the  Purchaser  and its counsel shall
not have  objected,  as may be  necessary  to keep the  Registration  Statements
effective  at  all  times  during  the  Registration  Period,  and,  during  the
Registration  Period,  comply with the  provisions  of the  Securities  Act with
respect to the disposition of all of the  Registrable  Securities of the Company
covered  by  the  Registration  Statements  until  such  time  as  all  of  such
Registrable  Securities  have been disposed of in  accordance  with the intended
methods of  disposition  by the  seller or  sellers  thereof as set forth in the
Registration Statements;

                  (b) Furnish to the Purchaser and its legal counsel  identified
to the Company,  promptly  after the same is prepared and publicly  distributed,
filed  with  the  Commission,  or  received  by  the  Company,  a  copy  of  the
Registration Statement, each preliminary prospectus,  each final prospectus, and
all  amendments  and  supplements  thereto  and  such  other  documents,  as the
Purchaser may reasonably  request in order to facilitate the  disposition of its
Registrable Securities;

                  (c) Furnish to the  Purchaser  and its  counsel  copies of any
correspondence  between  the  Company  and the  Commission  with  respect to any
Registration Statement or amendment or supplement thereto filed pursuant to this
Agreement;

                  (d) Use all reasonable efforts to (i) register and qualify the
Registrable  Securities covered by the Registration  Statements under such other
securities  or  blue  sky  laws  of  such  jurisdictions  as the  Purchaser  may
reasonably request, (ii) prepare and file in those jurisdictions such amendments
(including post-effective  amendments) and supplements to such registrations and
qualifications as may be necessary to maintain the effectiveness  thereof at all
times during the  Registration  Period,  (iii) take such other actions as may be
necessary to maintain such  registrations  and  qualifications  in effect at all
times during the Registration  Period and (iv) take all other actions reasonably
necessary or advisable to qualify the  Registrable  Securities  for sale in such
jurisdictions,  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;


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                  (e)  Qualify  such  securities  for  trading on the Nasdaq OTC
Bulletin  Board and list such  securities on all the other  national  securities
exchanges on which any  securities of the Company are then listed,  and file any
filings required by NASDAQ and/or such other exchanges;

                  (f) As promptly as  practicable  after becoming aware thereof,
notify the  Purchaser of any need to suspend use of the  prospectus  included in
the  Registration  Statement,  including  as a result of the  occurrence  of any
event,  as a  result  of  which  the  prospectus  included  in any  Registration
Statement, as then in effect, 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,  and to use its  best  efforts  to  promptly  prepare  a
supplement  or amendment  to such  Registration  Statement or other  appropriate
filing with the Commission to allow the resumption of the use of such prospectus
and to  deliver  a number  of  copies of such  supplement  or  amendment  to the
Purchaser as the Purchaser may reasonably request;

                  (g) As promptly as  practicable  after  becoming aware of such
event, notify the Purchaser (or, in the event of an underwritten  offering,  the
managing  underwriters)  of the issuance by the  Commission or any stop order or
other  suspension  of the  effectiveness  of any  Registration  Statement at the
earliest  possible  time,  and to use its best  efforts to  promptly  obtain the
withdrawal  of such  stop  order  or  other  suspension  of  effectiveness  (the
occurrence  of any of the events  described  in  paragraphs  (f) and (g) of this
Section 3 is referred to herein as a "Blackout Event");

                  (h)  During  the period  commencing  upon (i) the  Purchaser's
receipt of a notification  pursuant to Section 3(f) above or (ii) the entry of a
stop  order  or  other  suspension  of the  effectiveness  of  the  Registration
Statement  described in Section  3(g) above,  and ending at such time as (x) the
Company shall have  completed the applicable  filings (and if  applicable,  such
filings  shall have been  declared  effective)  and shall have  delivered to the
Purchaser the documents required pursuant to Section 3(f) above or (y) such stop
order or other suspension of the  effectiveness  of the  Registration  Statement
shall  have been  removed,  the  Company  shall be liable to remit the  payments
required to be paid to the Purchaser pursuant to Section 2(b) above;

                  (i) Suspend the use of any prospectus  used in connection with
any  Registration  Statement only in the event,  and for such period of time as,
such a suspension is required by the rules and regulations of the Commission;

                  (j)  Enter  into  such  customary   agreements  for  secondary
offerings (including a customary  underwriting agreement with the underwriter or
underwriters,  if any) and take all such other actions  reasonably  requested by
the  Purchaser in connection  therewith in order to expedite or  facilitate  the
disposition  of such  Registrable  Securities.  Whether  or not an  underwriting
agreement is entered into and whether or not the  Registrable  Securities are to
be sold in an underwritten offering the Company shall:

                  (i) make such  representations and warranties to the Purchaser
         and the  underwriter or  underwriters,  if any, in form,  substance and
         scope as are customarily  made by issuers to selling  stockholders  and
         underwriters in secondary offerings;


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                  (ii)  cause to be  delivered  to the  sellers  of  Registrable
         Securities and the  underwriter or  underwriters,  if any,  opinions of
         independent counsel to the Company (which counsel and opinions shall be
         reasonably  satisfactory in form,  scope and substance to Purchaser and
         the underwriter(s),  if any, and their counsel), (A) on and dated as of
         the effective day of the applicable  Registration Statement (and in the
         case of an  underwritten  offering,  dated the date of  delivery of any
         Registrable  Securities  sold pursuant  thereto)  stating that (x) such
         Registration  Statement  complies  in all  material  respects  with the
         requirements of the Securities Act and the rules and regulations of the
         Commission thereunder, (y) such Registration Statement does not contain
         an untrue statement of a material fact or omit to state a material fact
         required  to be stated  therein  or  necessary  to make the  statements
         therein not misleading, and (z) the documents incorporated by reference
         in the prospectus accompanying such Registration Statement, at the time
         they were filed with the  Commission  or as  amended,  complied  in all
         material respects with the requirements of the Securities  Exchange Act
         of 1934, as amended (the "Exchange  Act") and the rules and regulations
         thereunder  and, when read together with the other  information in such
         prospectus,  do not include an untrue  statement of a material  fact or
         omit to  state  a  material  fact  required  to be  stated  therein  or
         necessary to make the statements therein not misleading, and (B) within
         fifteen (15) days  following the filing of the Company's  Annual Report
         on Form 10-K for each fiscal year thereafter, an opinion of independent
         counsel to the Company,  updating the opinion referred to in clause (A)
         of this paragraph;

                  (iii)  cause  to  be  delivered,   immediately  prior  to  the
         effectiveness  of the applicable  Registration  Statement  (and, in the
         case  of an  underwritten  offering,  at the  time of  delivery  of any
         Registrable  Securities sold pursuant thereto), and at the beginning of
         each  fiscal  year   following  a  year  during  which  the   Company's
         independent certified public accountants shall have reviewed any of the
         Company's  books or  records,  a "comfort"  letter  from the  Company's
         independent certified public accountants addressed to the Purchaser and
         each underwriter, if any, stating that such accountants are independent
         public  accountants  within the meaning of the  Securities  Act and the
         applicable published rules and regulations thereunder, and otherwise in
         customary form and covering such  financial and  accounting  matters as
         are customarily covered by letters of the independent  certified public
         accountants  delivered in connection  with  secondary  offerings;  such
         accountants  shall have  undertaken  in each such  letter to update the
         same  during  each such  fiscal year in which such books or records are
         being reviewed so that each such letter shall remain  current,  correct
         and  complete  throughout  such fiscal  year;  and each such letter and
         update  thereof,  if  any,  shall  be  reasonably  satisfactory  to the
         Purchaser;

                  (iv) if an  underwriting  agreement is entered into,  the same
         shall include customary  indemnification and contribution provisions to
         and from the  underwriters  and procedures  for secondary  underwritten
         offerings;

                  (v)  deliver  such  documents  and   certificates  as  may  be
         reasonably  requested by any  purchaser of the  Registrable  Securities
         being sold or the  managing  underwriter  or  underwriters,  if any, to
         evidence  compliance  with  clause  (i)  above  and with any  customary
         conditions contained in the underwriting agreement, if any; and


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                  (vi)  deliver  to  Purchaser  on  the  effective  day  of  the
         applicable  Registration Statement (and, in the case of an underwritten
         offering,  on the date of delivery of any  Registrable  Securities sold
         pursuant  thereto),  and  at  the  beginning  of  each  fiscal  quarter
         thereafter,  a certificate in form and substance as shall be reasonably
         satisfactory  to  Purchaser,  executed by an  executive  officer of the
         Company and to the effect that all the  representations  and warranties
         of the Company contained in the Securities Purchase Agreement are still
         true and correct except as disclosed in such  certificate;  the Company
         shall, as to each such  certificate  delivered at the beginning of each
         fiscal  quarter,  update or cause to be updated  each such  certificate
         during  such  quarter so that it shall  remain  current,  complete  and
         correct throughout such quarter; and such updates received by Purchaser
         during such quarter, if any, shall have been reasonably satisfactory to
         Purchaser.

                  (k)  Make   available  for   inspection   by  Purchaser,   its
representative(s),  any underwriter participating in any disposition pursuant to
a  Registration  Statement,  and any  attorney  or  accountant  retained  by the
Purchaser or underwriter, all financial and other records customary for purposes
of Purchaser's and  underwriters'  due diligence  examination of the Company and
review of any  Registration  Statement,  all  filings  made with the  Commission
subsequent to the Closing,  pertinent  corporate documents and properties of the
Company, and cause the Company's officers, directors and employees to supply all
information  reasonably  requested  by  any  such  representative,  underwriter,
attorney or accountant in connection with such Registration Statement,  provided
that such parties agree to keep such information confidential;

                  (l)  Cooperate  with the  Purchaser to  facilitate  the timely
preparation  and delivery of certificates  for the Registrable  Securities to be
offered pursuant to any Registration  Statement and to enable such  certificates
for the Registrable  Securities to be in such  denominations or amounts,  as the
case may be, as the Purchaser may  reasonably  request,  and  registered in such
names as the Purchaser may request;  and, within three (3) business days after a
Registration   Statement  which  includes  Registrable   Securities  is  ordered
effective by the  Commission,  the Company shall deliver,  and shall cause legal
counsel  selected  by the  Company to  deliver,  to the  transfer  agent for the
Registrable Securities (with copies to the Purchaser) an appropriate instruction
and opinion of such counsel; and

                  (m) Permit  counsel to  Purchaser  to review the  Registration
Statement and all amendments and supplements  thereto within a reasonable period
of time (but not less than five (5) business days) prior to each filing,  and to
incorporate those changes, if provided to the Company or its counsel within such
five (5) business day period, suggested by such counsel.


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4.  Obligations of the Purchaser.

         In connection with the registration of the Registrable Securities,  the
Purchaser shall have the following obligations:

                  (a) Furnish to the Company such information  regarding itself,
the Registrable Securities held by it, and the intended method of disposition of
the Registrable Securities held by it, as shall be reasonably required to effect
the registration of such Registrable Securities.  The intended method or methods
of disposition and/or sale (Plan of Distribution) of the Registrable  Securities
as so  provided  by  the  participating  Purchaser  shall  be  included  without
alteration in any Registration Statement covering the Registrable Securities and
shall not be changed without written consent of the Purchaser. At least five (5)
business  days prior to the first  anticipated  filing date of any  Registration
Statement, the Company shall notify the Purchaser of the information the Company
requires  from  the  Purchaser  if  the  Purchaser  elects  to  have  any of its
Registrable Securities included in such Registration Statement; and

                  (b) The Purchaser agrees that, upon receipt of any notice from
the Company of the  happening  of any  Blackout  Event of the kind  described in
Section 3(f) or 3(g) above, it will immediately  discontinue  disposition of its
Registrable  Securities  pursuant to the  Registration  Statement  covering such
Registrable  Securities  until  such  copies  of  the  supplemented  or  amended
prospectus  contemplated  by  Section  3(f) or 3(g)  shall be  furnished  to the
Purchaser.

                  (c) The Purchaser  agrees that, for a period of that is thirty
(30) days from the date the  Registration  Statement  filed  pursuant to Section
2(a) of this Agreement  becomes  effective,  it will not sell,  pursuant to such
Registration  Statement,  in excess of  one-half of the  Registrable  Securities
registered pursuant to such Registration Statement; provided, however, that such
limitation  shall not apply (i) in the event and to the extent  such thirty (30)
day period is more than one hundred  twenty (120) days after the Closing Date or
(ii) to any shares of Common Stock  acquired by the  Purchaser  upon exercise of
the Warrant  after a Call Notice (as that term is defined in the  Warrant),  has
been sent by the Company to the Purchaser.

5.  Expenses of Registration.

         Other  than  underwriting  discounts  and  commissions,   all  expenses
incurred in connection with registrations, filings or qualifications pursuant to
this Agreement,  including,  without limitation, all registration,  listing, and
qualification fees, printing and accounting fees, and the fees and disbursements
of counsel for the Company,  and the fees of one counsel to the  Purchaser  with
respect to each Registration  Statement filed pursuant hereto, shall be borne by
the Company.

6.  Indemnification.

         In the event any Registrable  Securities are included in a Registration
Statement under this Agreement:

                  (a)  The  Company  will   indemnify   and  hold  harmless  the
Purchaser, each of its officers, shareholders,  members, directors and partners,
and each person,  if any, who controls the  Purchaser  within the meaning of the
Securities Act or the Exchange Act (each, an "Indemnified Person"),  against any
losses,  claims,  damages,  liabilities or expenses (joint or several)  incurred
(collectively,  "Claims")  to which  any of them may  become  subject  under the
Securities  Act,  the  Exchange  Act or  otherwise,  insofar as such  Claims (or
actions or proceedings,  whether  commenced or threatened,  in respect  thereof)


                                       9

<PAGE>

arise out of or are based upon: (i) any untrue or alleged untrue  statement of a
material  fact  contained in the  Registration  Statement or any  post-effective
amendment  thereof  or the  omission  or  alleged  omission  to state  therein a
material  fact  required to be stated  therein or necessary in order to make the
statements  therein,  in light of the circumstances in which they were made, not
misleading, (ii) any untrue or alleged statement of a material fact contained in
any  preliminary  prospectus  if  used  prior  to the  effective  date  of  such
Registration  Statement,  or  contained in the final  prospectus  (as amended or
supplemented,  if the Company files any amendment thereof or supplement  thereto
with the  Commission)  or the omission or alleged  omission to state therein any
material fact necessary in order to make the statements  made therein,  in light
of the  circumstances  under which they were made, not misleading,  or (iii) any
violation  or alleged  violation  by the  Company  of the  Securities  Act,  the
Exchange  Act,  any state or foreign  securities  law or any rule or  regulation
under the  Securities  Act, the Exchange Act or any state or foreign  securities
law (the matters in  foregoing  clauses (i) through  (iii) being,  collectively,
"Violations").  The Company  shall,  subject to the  provisions  of Section 6(b)
below, reimburse each Purchaser,  promptly as such expenses are incurred and are
due and payable,  for any legal and other costs,  expenses and  disbursements in
giving testimony or furnishing documents in response to a subpoena or otherwise,
including without limitation, the costs, expenses and disbursements, as and when
incurred,  of  investigating,  preparing  or defending  any such  action,  suit,
proceeding or  investigation  (whether or not in connection  with  litigation in
which  the  Purchaser  is a  party),  incurred  by it  in  connection  with  the
investigation  or defense of any such  Claim.  Notwithstanding  anything  to the
contrary  contained  herein,  the  indemnification  agreement  contained in this
Section  6(a)  shall not (i) apply to any Claim  arising  out of or based upon a
Violation  which  occurs in reliance  upon and in  conformity  with  information
furnished  in writing to the Company by or on behalf of any  Indemnified  Person
expressly  for  use in  connection  with  the  preparation  of the  Registration
Statement or any such amendment thereof supplement thereto; (ii) with respect to
any  preliminary  prospectus,  inure to the benefit of any such person from whom
the person  asserting any such Claim purchased the  Registrable  Securities that
are the  subject  thereof  (or to the  benefit  of any person  controlling  such
person) if the untrue  statement or omission of material  fact  contained in the
preliminary prospectus was corrected in the final prospectus, as then amended or
supplemented,  if such final prospectus was timely made available by the Company
pursuant to Section  3(b)  hereof;  (iii) be  available  to the extent that such
Claim is based  upon a failure  of the  Purchaser  to  deliver or to cause to be
delivered the prospectus  made available by the Company,  if such prospectus was
timely made  available by the Company  pursuant to Section 3(b) hereof;  or (iv)
apply to amounts paid in settlement of any Claim if such  settlement is effected
without the prior  written  consent of the Company,  which  consent shall not be
unreasonably  withheld.  Such  indemnity  shall  remain in full force and effect
regardless of any investigation  made by or on behalf of the Indemnified  Person
and shall  survive the transfer of the  Registrable  Securities by the Purchaser
pursuant to Section 9. The Purchaser will indemnify the Company and its officers
and directors  against any Claims arising out of or based upon a Violation which
occurs in reliance upon and in conformity with information  furnished in writing
to  the  Company,  by or on  behalf  of  the  Purchaser,  expressly  for  use in
connection with the preparation of the Registration  Statement,  subject to such
limitations and conditions as are applicable to the Indemnification  provided by
the Company in this Section 6.


                                       10

<PAGE>

                  (b) Promptly after receipt by an Indemnified Person under this
Section  6  of  notice  of  the  commencement  of  any  action   (including  any
governmental  action),  such  Indemnified  Person  shall,  if a Claim in respect
thereof is to be made  against  any  indemnifying  party  under this  Section 6,
deliver to the indemnifying party a written notice of the commencement  thereof,
and the  indemnifying  party shall have the right to participate  in, and to the
extent  that  the  indemnifying  party  so  desires,   jointly  with  any  other
indemnifying party similarly notified,  to assume control of the defense thereof
with counsel mutually satisfactory to the indemnifying party and the Indemnified
Person;  provided,  however,  that an Indemnified Person shall have the right to
retain its own counsel with the  reasonable  fees and expenses to be paid by the
indemnifying  party,  if, in the reasonable  opinion of counsel  retained by the
indemnifying party, the representation by such counsel of the Indemnified Person
and the  indemnifying  party would be  inappropriate  due to actual or potential
differing  interests  between  such  Indemnified  Person  and  any  other  party
represented by such counsel in such proceeding. In such event, the Company shall
pay for only one  separate  legal  counsel  for the  Purchaser,  and such  legal
counsel  shall be selected  by the  Purchaser.  The  failure to deliver  written
notice to an indemnifying  party within a reasonable time after the commencement
of any such action shall not relieve such indemnifying party of any liability to
the  Indemnified  Person  under this  Section 6,  except to the extent  that the
indemnifying  party is  materially  prejudiced  in its  ability  to defend  such
action. The indemnification required by this Section 6 shall be made by periodic
payments  of the  amount  thereof  during  the  course of the  investigation  or
defense,  as such expense,  loss, damage or liability is incurred and is due and
payable.

                  (c) No indemnifying party, in the defense of any such claim or
litigation, shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement  which does not include as an
unconditional  term  thereof  the giving by the  claimant or  plaintiff  to such
Indemnified  Person  of  an  unconditional  and  irrevocable  release  from  all
liability in respect of such claim or litigation.

                  (d)  Notwithstanding  the  foregoing,  to the extent  that any
provisions  relating  to  indemnification  or  contribution   contained  in  the
underwriting agreements entered into among the Company, the underwriters and the
Purchaser in connection  with an  underwritten  public  offering are in conflict
with the foregoing  provisions,  the provisions in such underwriting  agreements
shall be controlling  as to the  Registrable  Securities  included in the public
offering;  provided,  however,  that if, as a result of this Section  6(d),  any
Purchaser,  its  officers,  shareholders,  members,  directors,  partners or any
person  controlling  such  Purchaser  is or are held liable with  respect to any
Claim for which they would be entitled to indemnification hereunder but for this
Section 6(d) in an amount which exceeds the aggregate  proceeds received by such
Purchaser  from the sale of  Registrable  Securities  included in a registration
pursuant to such underwriting  agreement (the "Excess  Liability"),  the Company
shall reimburse such Purchaser for such Excess Liability.






                                       11

<PAGE>


7.  Contribution.

         To  the  extent  any   indemnification  by  an  indemnifying  party  is
prohibited or limited under  applicable  law, the  indemnifying  party agrees to
contribute to the amount paid or payable by such  indemnified  party as a result
of such loss,  claim,  damage,  liability  or expense in such  proportion  as is
appropriate to reflect the relative fault of the  indemnifying  party on the one
hand  and the  Indemnified  Person  on the  other  hand in  connection  with the
statements  or  omissions  which  resulted in such  Claim,  as well as any other
relevant equitable considerations.  The relative fault of the indemnifying party
and the  Indemnified  Person shall be  determined  by reference  to, among other
things, whether the untrue statement of a material fact or the omission to state
a material fact on which such Claim is based relates to information  supplied by
the indemnifying  party or by the Indemnified  Person, and the parties' relative
intent,  knowledge,  access to information and opportunity to correct or prevent
such  statement  or omission.  Notwithstanding  the  forgoing,  (a) no seller of
Registrable  Securities  guilty  of  fraudulent  misrepresentation  (within  the
meaning  of  Section  11(f)  of  the  Securities   Act)  shall  be  entitled  to
contribution  from any seller of  Registrable  Securities  who was not guilty of
such  fraudulent  misrepresentation  and  (b)  contribution  by  any  seller  of
Registrable  Securities shall be limited in amount to the net proceeds  received
by such seller from the sale of such Registrable Securities. The Company and the
Purchaser agree that it would not be just and equitable if contribution pursuant
to this Section 7 were determined by pro rata allocation  (even if the Purchaser
and any other party were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable  considerations
referred to in this Section.

8.  Reports Under Exchange Act.

          With a view to  making available  to the  Purchaser  the  benefits  of
Rule 144  promulgated  under the  Securities  Act or any other  similar  rule or
regulation of the  Commission  that may at any time permit the Purchaser to sell
securities of the Company to the public without  registration  ("Rule 144"), the
Company agrees to:

                  (i) make and keep public information available, as those terms
 are understood and defined in Rule 144;

                  (ii) file with the Commission in a timely  manner all  reports
and other  documents  required of the Company under the  Securities  Act and the
Exchange Act; and

                  (iii) furnish  to  the Purchaser, so  long  as  Purchaser owns
Registrable  Securities,  promptly upon request,  (i) a written statement by the
Company that it has complied with the reporting  requirements  of the Securities
Act and the  Exchange  Act,  (ii) a copy of the most  recent  annual or periodic
report of the  Company  and such other  reports  and  documents  so filed by the
Company  and (iii) such other  information  as may be  reasonably  requested  to
permit  such  Purchaser  to sell such  securities  pursuant  to Rule 144 without
registration.

9.  Assignment of the Registration Rights.

         The rights to have the Company register Registrable Securities pursuant
to this  Agreement  shall be  automatically  assigned  by any  Purchaser  to any
transferee  of all or any  portion  of the  Securities  or  Shares  held by such
Purchaser  if: (a) such  Purchaser  agrees in  writing  with the  transferee  or
assignee to assign such rights, and a copy of such agreement is furnished to the
Company  within a  reasonable  time after such  assignment;  (b) the Company is,
within a  reasonable  time after such  transfer or  assignment,  furnished  with


                                       12

<PAGE>


written  notice of (i) the name and address of such  transferee  or assignee and
(ii) the Securities or Shares with respect to which such registration rights are
being  transferred or assigned;  (c) at or before the time the Company  receives
the written notice  contemplated by clause (b) of this sentence,  the transferee
or  assignee  agrees  in  writing  with  the  Company  to be bound by all of the
provisions  contained herein; and (d) the transferee of the relevant  Securities
or Shares complies with the restrictions on the Purchaser set forth in Section 4
of the Securities Purchase Agreement.

10.  Amendment of Registration Rights.

         Any  provision  of this  Agreement  may be amended  and the  observance
thereof may be waived (either  generally or in a particular  instance and either
retroactively  or  prospectively),  only with the written consent of the Company
and  holders  of 75% of the  Registrable  Securities  from  time  to  time.  Any
amendment or waiver effected in accordance with this Section 10 shall be binding
upon the Purchaser and the Company.

11.  Miscellaneous.

                  (a) A person or entity is deemed to be a holder of Registrable
Securities  whenever  such  person or entity  owns of  record  such  Registrable
Securities.  If  the  Company  receives  conflicting  instructions,  notices  or
elections  from  two or more  persons  or  entities  with  respect  to the  same
Registrable   Securities,   the  Company   shall  act  upon  the  basis  of  the
instructions,  notice or election  received  from the  registered  owner of such
Registrable Securities.

                  (b) 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) 419-8300
                                 Fax:  (972) 419-8329








                                       13

<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

                  (c) Failure of any party to exercise any right or remedy under
this  Agreement or otherwise,  or delay by a party in  exercising  such right or
remedy, shall not operate as a waiver thereof.

                  (d) This  Agreement  shall be governed by and  interpreted  in
accordance  with the laws of the State of New York,  except for provisions  with
respect to internal  corporate matters of the Company which shall be governed by
the corporate laws of the State of Nevada.  Each of the parties  consents to the
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 and
hereby waives, to the maximum extent permitted by law, any objection,  including
any  objection  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 and shall not form part of, or affect
the  interpretation  of, this  Agreement.  This  Agreement has been entered into
freely by each of the  parties,  following  consultation  with their  respective
counsel,  and shall be interpreted fairly in accordance with its 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 validity
or  unenforceability  shall not affect the  validity  or  enforceability  of the
remainder of this Agreement or the validity or  enforceability of this Agreement
in any other  jurisdiction.  This Agreement  supersedes all prior agreements and
understandings  among the  parties  hereto with  respect to the  subject  matter
hereof.


                                       14

<PAGE>


                  (e) This Agreement  constitutes the entire agreement among the
parties  hereto  with  respect  to  the  subject  matter  hereof.  There  are no
restrictions,  promises, warranties or undertakings, other than those set forth,
or  referred  to  herein  and in the other  Primary  Documents.  This  Agreement
supersedes all prior agreements and understandings among the parties hereto with
respect to the subject matter hereof.

                  (f)  Subject to the  requirements  of  Section 9 hereof,  this
Agreement  shall inure to the benefit of and be binding upon the  successors and
assigns of each of the parties hereto.

                  (g)  All  pronouns and  any  variations  thereof  refer to the
masculine, feminine or neuter, singular or plural, as the context may require.

                  (h) The Company  acknowledges  that any failure by the Company
to perform its obligations  under Section 2(a), or any delay in such performance
could result in direct damages to the Purchaser, and the Company agrees that, in
addition  to any  other  liability  the  Company  may have by reason of any such
failure or delay,  the Company shall be liable for all direct  damages caused by
any such failure or delay.

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











                                       15

<PAGE>


         IN WITNESS WHEREOF,  the parties have caused this  Registration  Rights
Agreement to be duly executed.

                                  Max Internet Communications, INC.



                                  By:______________________________
                                  Name:
                                  Title:


                                  Boxer Partners, LLC
                                  By: WEC Asset Management LLC, Managing Member


                                  By:______________________________
                                  Name: Ethan Benovitz
                                  Title:  Managing Director


















                                       16