Exhibit 10.12

                             SUBSCRIPTION AGREEMENT

The Board of Directors
MAX Internet Communications, Inc.
8115 Preston Road, Eighth Floor East

Dallas, Texas 75225

Gentlemen:

1.      Subscription.   On the  terms  set forth  below, the  undersigned hereby
subscribes  for the  shares of  Common  Stock  (the  "Shares")  in MAX  Internet
Communications,  Inc., a Nevada  corporation  (the  "Company")  set forth on the
Signature Page. In connection  with such  subscription,  the undersigned  hereby
tenders to the Company two executed counterparts of this Subscription Agreement,
together  with a check  acceptable to the Company in an amount equal to the full
purchase  price of the  Shares  subscribed  for  hereunder  as set  forth on the
Signature Page.

The  undersigned  understands  and agrees  that you may  decline to accept  this
subscription,  in which case all instruments  tendered herewith will be promptly
returned. If you accept this subscription,  such acceptance will be signified by
executing  the  acknowledgment  on the  appropriate  page  of each  copy  hereof
tendered  by the  undersigned  and  causing  one  such  acknowledged  copy to be
returned to the undersigned.

2.      Delivery  of  Information.  The undersigned acknowledges  receipt of the
Company's  disclosure  materials  on  file  with  the  Securities  and  Exchange
Commission.  In addition,  the  undersigned  has received all other  information
deemed material by the Subscriber to the making of an informed  decision whether
to invest in the Company.

3.      Representations,  Warranties,  and  Covenants  of the  Undersigned.  The
undersigned  hereby represents and warrants to and covenants with the Company as
follows:

(a)     The  undersigned understands that the  following  information  is  being
furnished  to  determine  whether  sales  of  the  Shares  may  be  made  to the
undersigned  pursuant to Section 4(2) of the  Securities  Act of 1933 (the "1933
Act") and applicable state securities laws. The undersigned understands that the
information   contained  herein  will  be  relied  upon  for  purposes  of  such
determination  and the  Shares  will  not be  registered  under  the 1933 Act in
reliance upon the exemption  from  registration  provided by Section 4(2) of the
1933 Act.  The  undersigned  represents  and  warrants  to the  Company  and its
officers,  directors,  agents and employees that (i) the  information  contained
herein is complete  and accurate and may be relied upon by such parties and (ii)
the undersigned will notify the Company immediately of any change in any of such
information  occurring prior to the closing of the purchase of any Shares by the
undersigned.  All information  furnished herein or hereby is for the sole use of
the Company and the  Company's  representatives  and counsel and will be held in
confidence by such persons,  except that this Agreement may be furnished to such
parties as may be deemed desirable to establish  compliance with federal,  state
or foreign securities laws.


SUBSCRIPTION AGREEMENT  Page 1
----------------------


<PAGE>


(b)     The  undersigned  has  adequate  net worth and  means of  providing  for
his current needs and possible personal  contingencies,  and the undersigned has
no need, and anticipates no need in the foreseeable  future,  to sell the Shares
for which the undersigned hereby subscribes. The undersigned is able to bear the
economic  risks of this  investment  and,  consequently,  without  limiting  the
generality of the foregoing,  the  undersigned is able to hold his Shares for an
indefinite  period of time and has a  sufficient  net worth to sustain a loss of
his entire  investment in the Company in the event such loss should  occur.  The
overall  commitment  by the  undersigned  to  investments  that are not  readily
marketable is not  disproportionate  to his net worth,  and his  acquisition  of
Shares  will  not  cause  such  overall  commitment  to  become  excessive.  The
undersigned is an "Accredited Investor" as defined by SEC Regulation D.

(c)     The  undersigned  has  such knowledge and experience  in  financial  and
business  matters that the  undersigned  is capable of evaluating the merits and
risks of an investment in the Shares.

(d)     The  undersigned   has  received  and  read  and is  familiar  with  the
materials  described  above,  and the  undersigned  confirms that all documents,
records,  and books pertaining to the undersigned's  proposed  investment in the
Company have been made available to the undersigned.

(e)     The  undersigned  has  had  an  opportunity  to  ask  questions  of  and
receive  satisfactory  answers from the Company, or any person or persons acting
on the Company's behalf, concerning the terms and conditions of this investment,
and all such  questions  have  been  answered  to the full  satisfaction  of the
undersigned.

(f)     The Shares for which the undersigned hereby subscribes will be  acquired
for the  undersigned's  own account for  investment and not with the view toward
resale or redistribution in a manner which would require  registration under the
1933 Act, and the  undersigned  does not now have any reason to  anticipate  any
change in the undersigned's  circumstances or other particular occasion or event
which would cause the undersigned to sell his Shares.

(g)     The undersigned represents  that  it has been  called to  his attention,
that an investment in the Shares involves a high degree of risk which may result
in the loss of the total amount of the undersigned's investment.

(h)     The  undersigned is now a bona fide individual resident of the state set
forth  herein  and the  address  and  social  security  number  or  federal  tax
identification  number set forth  herein is the true and correct  residence  and
social security number or federal tax identification  number of the undersigned.
The  undersigned  has no present  intention  of becoming a resident of any other
state or jurisdiction.


SUBSCRIPTION AGREEMENT  Page 2
----------------------

<PAGE>

(i)     The undersigned acknowledges that the Company has made available  to the
undersigned or the  undersigned's  personal  advisors the  opportunity to obtain
additional  information to verify the accuracy of the  information  contained in
the  disclosure  materials  and  to  evaluate  the  merits  and  risks  of  this
investment,  including,  but not limited to, the income tax  consequences of the
investment.  The  undersigned  represents  that,  by reason of his  business and
financial  experience,  the undersigned has acquired the capacity to protect his
own interest in investments of this nature.  In reaching the conclusion that the
undersigned  desires  to acquire  the  Shares,  the  undersigned  has  carefully
evaluated  his  financial  resources  and  investment  position  and  the  risks
associated  with this  investment and  acknowledges  that he is able to bear the
economic risks of this investment.

(j)     The Shares has  been  offered  to  the  undersigned  without any form of
general  solicitation  or advertising of any type by or on behalf of the Company
or any of its officers, directors, employees or agents, or any other person.

(k)     The  undersigned  understands  that  neither  the  Securities   Exchange
Commission nor any securities administrator of any state has made any finding or
determination  relating to the fairness of an  investment in the Shares and that
neither the Securities Exchange  Commission nor any securities  administrator of
any state has or will recommend or endorse any offering of the Shares.

4.      Limitation on Transfer of Shares.  The undersigned acknowledges  that he
is aware that there are substantial  restrictions on the  transferability of the
Shares.  The Shares will not be  registered  under the 1933 Act or of applicable
state  securities  laws, and the Shares may not be, and the  undersigned  agrees
that it shall not be, sold unless  such sale is  registered  or exempt from such
registration  under the 1933 Act or state  securities laws or  regulations.  The
undersigned further  acknowledges that the Company is under no obligation to aid
him  in  obtaining  any  exemption  from  the  registration  requirements.   The
undersigned also  acknowledges  that he shall be responsible for compliance with
all conditions on transfer imposed by any securities  administrator of any state
and for any expenses incurred by the Company for legal or accounting services in
connection with reviewing such a proposed  transfer and/or issuing an opinion in
connection therewith.  The Company agrees that, within nine months from the date
hereof,  it will file a registration  statement  covering open market resales of
the Shares.

5.       Compliance  with  Securities  Laws.  The  undersigned  understands  and
agrees that the following  restrictions  and  limitations  are applicable to the
undersigned's  purchase and resales or other transfers of the Shares pursuant to
the 1933 Act.



SUBSCRIPTION AGREEMENT  Page 3
----------------------


<PAGE>


(a)     The undersigned agrees that the Shares shall not  be  sold or  otherwise
transferred  unless  the  Shares  are  registered  under  the 1933 Act and state
securities laws or are exempt therefrom.

(b)     A legend in substantially  the following form has been or will be placed
on the certificate(s) or other document(s), if any, evidencing the Shares:

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933, AS AMENDED,  OR
THE SECURITIES LAWS OF ANY STATE. WITHOUT SUCH REGISTRATION, SUCH SECURITIES MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED,  EXCEPT UPON DELIVERY TO THE COMPANY OF AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED
FOR SUCH TRANSFER OF THE SUBMISSION TO THE COMPANY OF SUCH OTHER EVIDENCE AS MAY
BE SATISFACTORY TO THE COMPANY TO THE EFFECT THAT ANY SUCH TRANSFER SHALL NOT BE
IN VIOLATION  OF THE  SECURITIES  ACT OF 1933,  AS AMENDED OR  APPLICABLE  STATE
SECURITIES LAWS OR ANY RULE OR REGULATION PROMULGATED THEREUNDER.

(c)     Stop transfer  instructions have been or will be imposed with respect to
the Shares so as to restrict  resale or other transfer  thereof,  subject to the
further  items  hereof,  including  the  provisions  of the  legend set forth in
subparagraph (b) above.



SUBSCRIPTION AGREEMENT  Page 4
----------------------

<PAGE>


IN WITNESS  WHEREOF,  subject to acceptance by the Company,  the undersigned has
completed  this  Subscription  Agreement  to evidence his  subscription  for the
Shares set forth below:

Total subscription amount:   $1,000,000

Number of Shares:   125,000

Shares To Be Registered as follows:

PRIVATE EQUITY JAPAN CO., LTD.

-----------------------                     -----------------------------
Address                                              Signature

-----------------------                     -----------------------------
                                            Name(s) typed or printed

-----------------------
Tax I.D. Number

 ................................................................................

Subscription Accepted:


                                     MAX Internet Communications, Inc.

                               By: _____________________________________

                               Name: ___________________________________

                               Title: ____________________________________








SUBSCRIPTION AGREEMENT  Page 5
----------------------