EXHIBIT 4.5


                          CONSULTING SERVICES AGREEMENT

CONSULTING  SERVICES AGREEMENT (this "Agreement") is entered into as of February
12,  2004  by  and  between  MaxxZone.com,   Inc.,  a  Nevada  corporation  (the
"Company"),   and  Daedalus   Ventures,   Inc.,  a  New  York  corporation  (the
"Consultant").

                                    RECITALS

         A. The Company desires to be assured of the association and services of
Consultant and to avail itself of Consultant's  experience,  skills,  abilities,
knowledge and background and is therefore  willing to engage Consultant upon the
terms and conditions set forth herein; and

         B. Consultant agrees to be engaged and retained by the Company upon the
terms and conditions set forth herein.

                                    AGREEMENT

         NOW,  THEREFORE,  in  consideration  of the premises and the covenants,
agreements  and  obligations  set forth  herein and for other good and  valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby covenant and agree as follows:

         1. CONSULTING SERVICES. Consultant shall, on a part-time basis, provide
transitional  management  and management  training  services to the Company (the
"Consulting Services").

         2.  TERM.  The term of this  Agreement  shall  commence  as of the date
hereof and shall be effective a period of one year (the "Term").  This agreement
may be extended under the same terms by mutual agreement between  Consultant and
the Company.

         3. DIRECTION,  CONTROL AND  COORDINATION.  Consultant shall perform the
Consulting  Services  under  the sole  direction  and with the  approval  of the
Company's Board of Directors or an officer of the Company to whom such direction
is delegated by resolution of the Board of Directors.

         4.  DEDICATION  OF  RESOURCES.   Consultant  shall  devote  such  time,
attention  and energy as is  necessary to perform and  discharge  the duties and
responsibilities   under  this  Agreement  in  an  efficient,   trustworthy  and
professional manner.

         5. STANDARD OF  PERFORMANCE.  Consultant  shall use its best reasonable
efforts to perform  its  consulting  services as an advisor to the Company in an
efficient,  trustworthy and  professional  manner.  Consultant shall perform its
consulting  services  to  the  sole  satisfaction  of,  and in  conjunction  and
cooperation with, the Company.

         6.  COMPENSATION.  The Company  shall pay to  Consultant a total of two
million, five hundred thousand (2,500,000) shares of common stock of the Company
(the "Common Stock") in exchange for the Consulting Services.  The Company shall
issue 875,000 shares of the Common Stock to the Consultant upon the execution of
this Agreement by both parties to this

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Agreement.  The Company hereby covenants that it shall issue 1,625,000 shares of
the  Common  Stock to the  Consultant  promptly  upon the  effectiveness  of the
Company amending its Articles of Incorporation to authorize the Company to issue
a  sufficient  number  of  shares  of  Common  Stock so that it may  issue  such
1,625,000 shares of the Common Stock to the Consultant.  The Company shall issue
certificates  representing the Common Stock only to the natural persons employed
by, or  otherwise  working  for,  the  Consultant  who  provide  the  Consulting
Services.

         7. REGISTRATION OF THE COMMON STOCK. Commencing on the date hereof, the
Company  shall use its best  efforts  to  promptly  register  the  Common  Stock
pursuant to the Securities  Act of 1933, as amended,  on Securities and Exchange
Commission ("SEC") Form S-8. Consultant hereby covenants that if he or she is or
becomes a director,  officer,  holder of ten percent  (10%) of the equity and/or
voting  securities  of the  Company,  or is, or  becomes an  "affiliate"  of the
Company (for the purposes of this Agreement, "affiliate" shall mean an affiliate
of, or person  affiliated with, a specified person that directly,  or indirectly
through one or more  intermediaries,  controls or is controlled  by, or is under
common control with, the person specified),  he or she will not offer to sell or
resell  the  Common  Shares  registered  on Form  S-8,  except  pursuant  to the
provisions of SEC Rule 144, pursuant to a reoffer  prospectus in compliance with
Form S-8 or  pursuant to such other  registration  statement  acceptable  to the
Company in its sole discretion.

         8. KNOWLEDGE OF INVESTMENT AND ITS RISKS.  Consultant has knowledge and
experience in financial and business  matters as to be capable of evaluating the
merits and risks of  Consultant's  investment  in the Common  Stock.  Consultant
understands  that an investment in the Company  represents a high degree of risk
and there is no assurance  that the  Company's  business or  operations  will be
successful.  Consultant  has  considered  carefully  the risks  attendant  to an
investment in the Company, and that, as a consequence of such risks,  Consultant
could lose Consultant's entire investment in the Company.

         9. INVESTMENT  INTENT.  Consultant  hereby represents and warrants that
(i) it is acquiring the Common Stock for  investment  for the  Consultant's  own
account,  not as a  nominee  or  agent  and  not  with a view to the  resale  or
distribution  of all or any part of the  Common  Stock,  and  Consultant  has no
present  intention  of  selling,  granting  any  participation  in or  otherwise
distributing any of the Common Stock within the meaning of the Securities Act of
1933, as amended (the  "Securities  Act") and (ii)  Consultant does not have any
contracts,  understandings,  agreements or  arrangements  with any person and/or
entity to sell,  transfer or grant  participations to such person and/or entity,
with respect to any of the Common Stock.

         10. ACCREDITED INVESTOR. The Consultant is an "Accredited Investor," as
that  term  is  defined  by Rule  501 of  Regulation  D  promulgated  under  the
Securities Act.

          11. DISCLOSURE.  Consultant has reviewed  information  provided by the
Company in  connection  with the  decision  to  purchase  the  Stock,  including
Consultant's  publicly-available  filings with the SEC. The Company has provided
Consultant with all the information  that Consultant has requested in connection
with the decision to purchase the Common Stock.  Consultant  further  represents
that Consultant has had an opportunity to ask questions and receive answers from
the  Company  regarding  the  business,  properties,   prospects  and  financial
condition  of the Company.  All such  questions  have been  answered to the full
satisfaction of Consultant.

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         12.  NO  REGISTRATION.  Consultant  understands  that it must  bear the
economic risk of its investment in the Company for an indefinite period of time.
Consultant further understands that (i) neither the offering nor the sale of the
Common Stock has been  registered  under the  Securities  Act or any  applicable
state  securities laws or securities laws of other  applicable  jurisdictions in
reliance upon exemptions from the  registration  requirements of such laws, (ii)
the Common  Stock  must be held by  Consultant  indefinitely  unless the sale or
transfer  thereof is  subsequently  registered  under the Securities Act and any
applicable  state  securities  laws,  or an  exemption  from  such  registration
requirements is available,  (iii) Section 7 notwithstanding,  the Company is not
hereby under an obligation  to register any of the Common Stock on  Consultant's
behalf  or  to  assist   Consultant  in  complying   with  any  exemption   from
registration,  and  (iv)  Consultant  will  rely  upon the  representations  and
warranties  made by the Company in this  Agreement  in order to  establish  such
exemptions  from  the  registration  requirements  of  the  Securities  Act  and
applicable  state  securities  laws  or  securities  laws  of  other  applicable
jurisdictions.

         13.  TRANSFER  RESTRICTIONS.  Consultant  will not  transfer any of the
Common  Stock  unless  such  transfer  is  exempt  from  registration  under the
Securities Act and applicable  state securities laws or securities laws of other
applicable  jurisdictions,  and, if  requested by the  Company,  Consultant  has
furnished an opinion of counsel  satisfactory  to the Company that such transfer
is so exempt.  Consultant  understands  and agrees that (i) the  certificate  or
certificates   evidencing  the  Common  Stock  will  bear  appropriate   legends
indicating  such transfer  restrictions  placed upon the Common Stock,  (ii) the
Company shall have no  obligation to honor  transfers of any of the Common Stock
in  violation  of such  transfer  restrictions,  and (iii) the Company  shall be
entitled to instruct  any  transfer  agent or agents for the  securities  of the
Company to refuse to honor such transfers.

         14. LEGENDS. Consultant understands that certificates or other evidence
of the Common Stock may bear a legend substantially similar to the following:

THE SHARES  REPRESENTED BY THIS  CERTIFICATE  HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE  OFFERED,  SOLD OR  OTHERWISE  TRANSFERRED  IN THE  ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT WITH RESPECT TO THE SHARES OR AN EXEMPTION FROM
THE REGISTRATION REQUIREMENTS OF SAID ACT THAT IS THEN APPLICABLE TO THE SHARES,
AS TO WHICH THE PRIOR  OPINION  OF  COUNSEL  MAY BE  REQUIRED  BY THE  ISSUER OR
ISSUER'S TRANSFER AGENT.

         15. ADDITIONAL COVENANTS. Consultant covenants that it shall not engage
in any activities  which are in connection  with the offer or sale of securities
of the  Company in a  capital-raising  transaction  or  directly  or  indirectly
promote or maintain a market for the Company's securities.

         16. CONFIDENTIAL  INFORMATION.  Consultant  recognizes and acknowledges
that by reason of performance of Consultant's services and duties to the Company
(both  during  the Term and  before  or after  it)  Consultant  has had and will
continue  to have  access to  confidential  information  of the  Company and its
affiliates, including, without limitation,  information and knowledge pertaining
to products and  services  offered,  inventions,  innovations,  designs,  ideas,
plans, trade

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secrets,  proprietary information,  advertising,  distribution and sales methods
and  systems,  and  relationships  between the Company  and its  affiliates  and
customers,  clients,  suppliers and others who have  business  dealings with the
Company and its affiliates ("Confidential Information"). Consultant acknowledges
that such Confidential  Information is a valuable and unique asset and covenants
that it will not,  either  during or for three (3) years  after the term of this
Agreement,  disclose  any such  Confidential  Information  to any person for any
reason  whatsoever or use such  Confidential  Information  (except as its duties
hereunder may require)  without the prior written  authorization of the Company,
unless  such  information  is in the  public  domain  through  no  fault  of the
Consultant or except as may be required by law. Upon the Company's request,  the
Consultant   will  return  all  tangible   materials   containing   Confidential
Information to the Company.

         17.  RELATIONSHIP.  This  agreement  does not create,  and shall not be
construed to create, any joint venture or partnership  between the parties,  and
may not be construed as an employment agreement.  No officer,  employee,  agent,
servant, or independent contractor of Consultant nor its affiliates shall at any
time be deemed to be an employee,  agent,  servant, or broker of the Company for
any purpose  whatsoever  solely as a result of this  Agreement,  and  Consultant
shall  have no  right or  authority  to  assume  or  create  any  obligation  or
liability,  express or implied,  on the Company's behalf, or to bind the Company
in any manner or thing whatsoever.

         18.  NOTICES.  Any notice  required  or desired to be given  under this
Agreement  shall  be in  writing  and  shall be  deemed  given  when  personally
delivered,  sent by an  overnight  courier  service,  or sent  by  certified  or
registered  mail to the following  addresses,  or such other address as to which
one party may have notified the other in such manner:

If to the Company:                  MaxxZone.com, Inc.
                                    1770 N. Green Valley Parkway
                                    Henderson, Nevada 89014

If to the Consultant:               Daedalus Ventures, Inc.
                                    340 E. 34th St., Apt. 8-D
                                    New York, New York 10016

         19.  APPLICABLE  LAW. The validity,  interpretation  and performance of
this Agreement  shall be controlled by and construed under the laws of the State
of Washington.

         20.  SEVERABILITY.  The invalidity or unenforceability of any provision
hereof  shall in no way  affect  the  validity  or  enforceability  of any other
provisions of this Agreement.

         21.  WAIVER OF BREACH.  The  waiver by either  party of a breach of any
provision of this  Agreement by the other shall not operate or be construed as a
waiver of any subsequent  breach by such party.  No waiver shall be valid unless
in writing and signed by an authorized officer of the Company or Consultant.

         22. ASSIGNS AND  ASSIGNMENT.  This Agreement  shall extend to, inure to
the  benefit  of and be binding  upon the  parties  hereto and their  respective
permitted successors and assigns; provided, however, that this Agreement may

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not be assigned or  transferred,  in whole or in part, by the Consultant  except
with the prior written consent of the Company.

         23. ENTIRE AGREEMENT.  This Agreement contains the entire understanding
of the parties with respect to its subject matter.  It may not be changed orally
but only by an agreement in writing signed by the party against whom enforcement
of any waiver, change, modification, extension, or discharge is sought.

         24.  COUNTERPARTS.  This  Agreement may be executed by facsimile and in
counterparts  each of which shall constitute an original  document,  and both of
which together shall constitute the same document.

         IN WITNESS WHEREOF, the parties have executed this Agreement on the day
and year first above written.


         The Company:                       MAXXZONE.COM, INC.



                                            By:
                                                -------------------------------
                                                Name:  Victor Romero
                                                Title:  Attorney-in-Fact


         The Consultant:                    DAEDALUS VENTURES, INC.



                                            By:
                                                -------------------------------
                                                Name:  Seth Elliott
                                                Title:
                                                       ------------------------