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                                                                   EXHIBIT 10.37

                                   AMENDMENT


         This Amendment (the "Amendment") is made and entered into as of the
1st day of May, 1999, by and among Maxxis Group, Inc., a Georgia corporation
("Borrower") and the Maxxis Millionaire Society, a Georgia partnership
("Lender").

                                  WITNESSETH:

         WHEREAS, Borrower and Lender (collectively, the "Parties") entered
into that certain Line of Credit dated as of November 22, 1998, (the
Agreement") where the Borrower, for value received, promised to pay to the
order of the Lender the aggregate principal sum of up to $1,000,000 (the
"Maximum Amount") or such portion as may have been advanced to Borrower by
Lender;

         WHEREAS, the Parties hereby deem it advisable and in their best
interests to amend the Agreement by increasing the Maximum amount from
$1,000,000 to $2,000,000;

         NOW, THEREFORE, for and in consideration of the premises, the
covenants set forth herein and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Parties,
intending to be legally bound, do hereby agree as follows:

                                   ARTICLE I
                             AMENDMENT OF AGREEMENT

         1.    Amendment of Section 1 of the Agreement. The Parties hereby
amend the Agreement by deleting Section 1 in its entirety and replacing it with
the following:

               1.1   Line of Credit. The Lender shall advance to the Borrower
such sums as the Borrower may request prior to the Due Date, but which advanced
sums (the "Advances") shall not exceed in the aggregate $2,000,000.00 (the
"Maximum Amount"). All Advances shall be due in full and payable on the Due
Date. Lender shall not request any Advances which exceed the Maximum Amount or
which would cause the aggregate amount of outstanding Advances (exclusive of
Advances that have been repaid by the Borrower and exclusive of any interest
that has accrued on the Advances) made pursuant hereto to exceed the Maximum
Amount.


                                   ARTICLE II
                                  MISCELLANEOUS

         2.1   Governing Law. This Amendment shall be governed by and construed
in accordance with the laws of the State of Georgia applicable to contracts
between Georgia residents entered into and to be performed entirely within the
State of Georgia.
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         2.2   Entire Agreement. The Amendment and Agreement constitute the
full and entire understanding and agreement between the parties with regard to
the subjects hereof.

         2.3   Counterparts. This Amendment may be executed in any number of
counterparts, each of which may be executed by less than all of the Parties,
each of which shall be enforceable against the Parties actually executing such
counterparts, and all of which together shall constitute one instrument.


         IN WITNESS WHEREOF, the Parties hereto have executed this Amendment on
the date first above written.


                                        MAXXIS GROUP, INC.
                                        1901 Montreal Road, Suite 108
                                        Tucker, GA 30084



                                        /s/ Thomas O. Cordy
                                        -------------------------------------
                                        Thomas O. Cordy
                                        Chief Executive Officer and President



                                        MAXXIS MILLIONAIRE SOCIETY
                                        1901 Montreal Road, Suite 108
                                        Tucker, GA 30084



                                         /s/ Alvin Curry
                                         ------------------------------------
                                         Alvin Curry
                                         Partner


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