<PAGE>   1

                                                                    EXHIBIT 10.5


                              DEVELOPMENT AGREEMENT


         This Development Agreement ("Agreement") is entered into on this third
(3rd) day of August, 2000 ("Effective Date") by and between International
eCommerce, Inc. ("IeC"), a Texas corporation, with principal offices at 1330
Post Oak Boulevard, Suite #1900, Houston, Texas, and MAX Internet
Communications, Inc., a Nevada corporation ("MAX"), with principal offices at
8115 Preston Road, Eighth Floor East, Dallas, Texas 75225.

     BACKGROUND

         MAX is in the business of developing, licensing and selling its
proprietary Internet communications technology, including the technology to
produce a television-based Internet set-top-box appliance providing video
teleconferencing, streaming audio and video, and with optional features to
include DVD and CD recording. IeC is in the business of selling consumer
electronic products such as the products produced by MAX.

         In consideration of the mutual covenants contained herein, the parties
agree to the following terms and conditions, which set forth the rights, duties,
and obligations of the parties.

1.       DEVELOPMENT OF THE PRODUCT

         1.1      Joint Development. IeC and MAX shall each devote resources and
                  personnel required to develop a set-top-box product based upon
                  the current prototype manufactured by MAX as its "Video
                  Communication System (VCS)" that employs MAX's I.C. Live
                  technology for video streaming and related applications on an
                  integrated motherboard. The development shall proceed toward
                  creating a consumer electronic set-top device ready for resale
                  to wholesalers under the tentative name "NetForAll Plus" (the
                  "Product"). Product development efforts shall occur at MAX's
                  facilities in Dallas, Texas, although the parties may elect
                  jointly to lease space needed for development and testing of
                  the Product.

         1.2      Specifications. The specifications for the Product are set
                  forth on attached Exhibit A. Such specifications shall be
                  incorporated into the Product. In addition, Exhibit A sets
                  forth the development milestones required in order to
                  re-engineer the Product to enable its production for the cost
                  set forth in Section 1.3.

         1.3      Pricing. The end goal of the development efforts hereunder
                  shall be to create the Product's motherboard using MAX's
                  licensed technology and other licensed software, and to be
                  capable of manufacturing the Product for a cost not to exceed
                  $500.00 each.


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         1.4      Management. Management of the development of the Product shall
                  be jointly controlled by IeC and MAX, and they shall seek to
                  reach concensus on all important decisions pertaining to the
                  development and implementation of the Product. In case of any
                  dispute between the Parties regarding management of
                  development, the parties agree that MAX shall cast the
                  decisive vote on the outcome of such dispute.

         1.5      Funding. IeC agrees to fund all costs incurred by it in
                  performing its duties hereunder. MAX agrees to fund all costs
                  incurred by it in performing its duties hereunder, provided
                  that the first $2,000,000 of costs incurred by MAX to develop
                  the Product in accordance with the plans and milestones set
                  forth on Exhibit A shall be financed by IeC upon presentation
                  by MAX of monthly invoices. Such financing shall take the form
                  of purchases of MAX's restricted common stock at a price equal
                  to 125% of the average closing bid price of the stock on
                  Nasdaq for the last five trading days of each month during
                  which development efforts occur resulting in an invoice. Upon
                  the occurrence of each payment by IeC to MAX for the
                  development costs of the Product, MAX agrees to commence
                  preparations of and to file within 45 days after the second
                  month and last month of development a registration statement
                  with the Securities and Exchange Commission covering the
                  resale by IeC of the common stock securities.

         1.6      Ownership. Upon completion of development of the Product, MAX
                  shall own all rights in and to the Product and shall have the
                  right to seek patent protection and other intellectual
                  property rights in and to the Product. IeC shall have the
                  rights in and to the Product that are defined in this
                  Agreement, but shall have no interest or residual rights to
                  the Product not specifically set forth herein.

2.       LICENSE

         2.1      Appointment. MAX hereby appoints IeC as the exclusive
                  distributor for the Product in the Territory, to resell the
                  Product to customers located within the Territory who are
                  providing the products for resale to merchants, wholesalers,
                  and retailers within the Territory, and directly to commercial
                  and noncommercial final users. The Territory shall consist of
                  all countries situated on the South American Continent, in
                  Central America, in the Caribbean Sea, and Mexico.

         IeC's license shall also extend to the right to distribute other MAX
products employing MAX's video streaming technology and other applications as
they may apply to television Internet and interactive television appliances in
the Territory. Such license also shall extend to Product upgrades,
modifications, derivatives, and extensions. Such exclusivity appointed in this
section shall be subject to the provisions of Section 4.3.

         2.2      Assignment. The license hereby granted to IeC is not
                  assignable, whether directly or indirectly by the transfer of
                  more than 25% of the voting stock of IeC, without the


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                  written consent of MAX. Such consent will not be unreasonably
                  withheld if MAX obtains reasonable assurance that the proposed
                  assignee is committed to and capable of performing the
                  obligations of IeC set forth herein.

         2.3      Restrictions and Requirements.

                  2.3.1    Source Code Restrictions. IeC agrees not to
                           decompile, reverse engineer, disassemble, or
                           otherwise determine or attempt to derive source code
                           for the MAX proprietary technology or to create any
                           Derivative Works based upon the MAX proprietary
                           technology and agrees not to permit or authorize
                           anyone else to do so, except as expressly permitted
                           by MAX.

                  2.3.2    Third Party Terms. IeC understands that some of the
                           technology on which the Product is based has been
                           licensed from third party licensors. As such, IeC
                           agrees to comply with all terms and conditions listed
                           in Exhibit B that relate to the use of third party
                           licensors' technology or trademarks, and obtain the
                           necessary licenses required as set forth in Exhibit
                           B. MAX shall have the right to update Exhibit B from
                           time to time as reasonably necessary.

                  2.3.3    Distribution to Government Agencies. IeC agrees to
                           comply with and shall require its resellers to comply
                           with all applicable laws, rules and regulations to
                           preclude the acquisition of unlimited rights to
                           technical data, software and documentation provided
                           with the Product to a governmental agency, and ensure
                           the inclusion of the appropriate "Restricted Right"
                           or "Limited Rights" notices required by U.S.
                           Government agencies.

3.       MANUFACTURING

         3.1      Production by MAX. MAX shall have the first right and option
                  to manufacture and produce all copies of the motherboard for
                  the Product required by IeC for sale pursuant to the license
                  at a price equal to or less than 110% of the best price
                  offered by a third party producer. MAX shall exercise its
                  right of first refusal option within five (5) business days or
                  shall forfeit such right to manufacture.

         3.2      Royalties. In the event MAX shall decline or forfeit its right
                  to manufacture the motherboard set forth in Section 3.1, and
                  IeC shall procure the Product from another source, IeC shall
                  pay to MAX per unit royalties. Such royalties shall be payable
                  in three installments of one-third of the royalty fee each,
                  with the first installment paid at the time of sale, the
                  second installment thirty (30) days after the date of sale,
                  and the third installment sixty (60) days after the date of
                  sale. The royalty rate shall depend upon the amount of sales
                  of the Product during each year of the term of this Agreement
                  (August 1 through July 31), and shall decline during such year
                  as the following sales rates are achieved:

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<PAGE>   4


<TABLE>
<CAPTION>
                  Number of Product                  Royalty
                  Units per Year                     Rate per Unit
                  -----------------                  -------------
<S>                                                  <C>
                  1 - 99,999                         $25.00
                  100,000 - 249,999                  $22.50
                  250,000 - 499,999                  $20.00
                  500,000 or more                    $17.50
</TABLE>

4.       PURCHASE OBLIGATION

         4.1      Initial Obligation. IeC irrevocably commits to selling a
                  minimum of 100,000 units of Product during the first twelve
                  (12) months after delivery of the first commercially
                  operational NetForAll Plus Product produced and developed
                  pursuant to this Agreement.

         4.2      Subsequent Purchases. IeC agrees to purchase during the same
                  twelve (12) month period described in Section 4.1 for an
                  additional 400,000 units of Product and each additional
                  contract year to maintain its exclusivity license appointment
                  pursuant to Section 2.1.

         4.3      Consequence of Failure to Obtain Commitments. If IeC shall
                  fail to obtain the commitments described in Section 4.3, the
                  consequence of such failure shall be that IeC shall forfeit
                  its exclusive right to distribute any Products in the
                  Territory; provided however, IeC shall have the right to meet
                  its Commitment in Sections 4.1 and 4.3 by reserving the
                  remaining licenses to meet such Commitments at 25% of the
                  royalty rate. The remaining royalty right will be paid at the
                  time of the actual sale of the license.

5.       PURCHASE ORDERS

         5.1      IeC shall purchase the Products from MAX by means of Purchase
                  Orders in the form set forth on Exhibit C.

         5.2      Under the terms of a Purchase Order, MAX will ship all orders
                  of the Product to IeC's distribution center, as set forth on
                  each individual purchase order, in compliance with the
                  following delivery schedule:

<TABLE>
<CAPTION>
                  Units Ordered                      Days to Delivery
                  -------------                      ----------------
<S>                                                  <C>
                  Up to 300                                 21
                  More than 300                             30
</TABLE>

         5.3      All shipments shall be D.D.P., unloaded upon delivery,
                  distribution center. Risk of loss shall pass to IeC at the
                  time Products are received at the distribution center. IeC
                  shall certify the time that Products are received at the
                  distribution center in


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                  commercially viable condition. Terms of payment shall be net
                  amount due thirty (30) days after received at the distribution
                  center. The parties' other burdens and obligations with
                  respect to delivery are governed by the Vienna Convention of
                  1980 (CISG), except for those for which the parties expressly
                  contract, notwithstanding the signatory status of the country
                  constituting the Territory.

         5.4      To effect payment of invoices, IeC shall deliver to MAX an
                  international letter of credit or a check in the amount of
                  each invoice, in a form to comply with the International
                  Chamber of Commerce Uniform Custom and Practices for
                  Documentary Credits. Such letter of credit shall enable MAX to
                  draw thereon on or after thirty (30) days from the date of
                  shipment received at the distribution center.

         5.5      Each Purchase Order shall clearly state the appropriate DVD
                  Code Number for the country for which copies of the Product
                  are intended. It is understood that the inclusion of a DVD
                  Code Number shall not operate to widen the scope of the
                  Territory.

         5.6      All payments to MAX shall be payable in Dallas, Texas in
                  United States Dollars, and IeC and its customers shall bear
                  all risk of currency fluctuations. MAX will bear the risk of
                  inflation changes.

         5.7      MAX shall reasonably inform IeC of the delivery status of any
                  units ordered.

6.       DUTIES OF IeC

         6.1      IeC shall, at its expense, exercise commercially reasonable
                  efforts to optimize the sales potential of the Products in the
                  Territory, including that IeC shall support, honor and perform
                  all commercially reasonable sales programs sponsored by MAX to
                  the extent they are appropriate in the Territory.

         6.2      IeC shall train its sales and service personnel to be
                  sufficiently knowledgeable about the Product to provide its
                  use in the Territory.

         6.3      IeC shall furnish MAX with monthly sales reports and
                  projections of monthly sales for the ensuing three months,
                  together with a long range forecast of sales for the following
                  nine months once a quarter.

         6.4      IeC shall, at its expense, provide for the establishment of
                  its sales hierarchy in the Territory, and shall design and
                  translate in the dominant language of each country in the
                  Territory, the packaging materials and instructions for the
                  Product.

         6.5      IeC shall not be restricted from distributing non-competing
                  products within the Territory manufactured by competing
                  companies.


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         6.6      IeC shall provide technical support and maintenance plans to
                  retail users of the Product.

7.       DUTIES OF MAX

         7.1      MAX shall manufacture the Product in a good and workmanlike
                  manner in sufficient quantities to meet the delivery
                  requirements and schedule set forth in this Agreement.

         7.2      MAX shall honor all warranty claims in accordance with the
                  warranty policy attached hereto as Exhibit D. EXCEPT FOR THE
                  WARRANTIES CONTAINED IN THE COMPANY'S WARRANTY POLICY, MAX
                  HEREBY DISCLAIMS ALL OTHER EXPRESS, STATUTORY AND IMPLIED
                  WARRANTIES APPLICABLE TO THE PRODUCTS AND OTHER ITEMS,
                  INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES
                  APPLICABLE TO THE PRODUCTS AND OTHER ITEMS, INCLUDING, WITHOUT
                  LIMITATION, ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR
                  FITNESS FOR ANY PARTICULAR PURPOSE.

8.       REPRESENTATIONS

         Each party represents and warrants to the other as follows:

         8.1      It has the corporate power and authority to enter into and
                  perform this Agreement.

         8.2      This Agreement has been authorized and approved by all
                  necessary corporate actions.

         8.3      This Agreement does not conflict with any other agreement or
                  instrument which either party or its property may be subject.

         8.4      No government approval is required for the execution or
                  performance of this Agreement.

9.       CONFIDENTIALITY

         9.1      As used herein, the term "Confidential Information" means and
                  includes any and all of the following: All information or
                  materials furnished by one party to the other pursuant to this
                  Agreement, including technical data, customer lists,
                  manufacturing processes, analysis, compilations, studies, or
                  other documents or records prepared by either party or on
                  behalf, either party which contains or otherwise reflects or
                  are generated from such materials. The term Confidential
                  Information shall not include information which is (a) already
                  known by a recipient without an obligation of confidentiality
                  other than this Agreement, (b) publicly known or becomes known
                  through no unauthorized act of the receiving party, (c)
                  rightfully received by a receiving party from a third person
                  who is not subject to a confidentiality or fiduciary

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                  obligation with respect to such information, (d) is required
                  to be disclosed pursuant to a court order, a rule or a
                  regulation of a governmental agency, or (e) is independently
                  developed by a party.

         9.2      IeC agrees that, during the term of this Agreement, and for a
                  period of five (5) years thereafter, without the prior written
                  consent of MAX, IeC will not, directly or indirectly, for its
                  own benefit or for the benefit of another, disclose or reveal
                  to any other person, firm, venture, corporation or other
                  business entity, any of the Confidential Information delivered
                  to it by MAX. IeC agrees to use all such information solely
                  for the purpose of performing its obligations under this
                  Agreement and to take all actions reasonably necessary or
                  appropriate to ensure that none of the employees, officers,
                  directors, partners, owners, agents or affiliates of IeC,
                  discloses or reveals Confidential Information delivered to it
                  by MAX in any manner whatsoever except on behalf of IeC and at
                  its discretion and under its control in the course of its
                  performance of its obligations under this Agreement and solely
                  in strict compliance with each of the limitations and other
                  provisions hereof. IeC will disclose Confidential Information
                  delivered to it by MAX only to those employees, agents or
                  affiliates who need to know such information in order to
                  enable IeC to comply with its obligations under this
                  Agreement.

         9.3      MAX agrees that, during the term of this Agreement, and for a
                  period of five (5) years thereafter, without the prior written
                  consent of IeC, MAX will not, directly or indirectly, for its
                  own benefit or for the benefit of another, disclose or reveal
                  to any other person, firm, venture, corporation or other
                  business entity, any of the Confidential Information delivered
                  to it by IeC, including any information related to IeC's
                  clients and outlets. MAX agrees to use all such information
                  solely for the purposes of performing its obligations under
                  this Agreement and to take all actions reasonably necessary or
                  appropriate to ensure that none of the employees, officers,
                  directors, partners, owners, agents or affiliates of MAX
                  discloses or reveals Confidential Information delivered to it
                  by IeC in any manner whatsoever except on behalf of MAX and at
                  its discretion and under its control in the course of its
                  performance of its obligations under this Agreement and solely
                  in strict compliance with each of the limitations and other
                  provisions hereof. MAX will disclose Confidential Information
                  delivered to it by IeC only to those employees, agents or
                  affiliates who need to know such information in order to
                  enable MAX to comply with its obligations under this
                  Agreement.

         9.4      Upon the earlier of (1) the written request of MAX or IeC, as
                  applicable, or (2) the expiration of the term of this
                  Agreement, a receiving party shall return all copies of such
                  Confidential Information delivered to it by the other party,
                  and all derivatives thereof, to the other party or, if
                  directed by the other party, shall cause to be destroyed all
                  copies of such Confidential Information and such derivatives,
                  and certify in writing to the other party that such
                  Confidential Information and derivatives have been destroyed.


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<PAGE>   8

10.      INTELLECTUAL PROPERTY RIGHTS

         IeC acknowledges that MAX has valuable and exclusive rights to patents,
trademarks, trade names and copyrights relative to MAX's products. The parties
agree that IeC may propose one or more trade names for the Product for use in
the Territory. Such name shall be subject to MAX's approval and shall become the
intellectual property of NotForAll Plus if used. IeC shall have the same right
to use the additional names as it does the NotForAll Plus or successor
trademarks and trade names as set forth herein.

11.      FORCE MAJEURE

         In no event shall the parties be liable to each other for failure or
delay in the performance of any obligations contained in this Agreement or in
any purchase order accepted hereunder by MAX arising, directly or indirectly,
from acts of God, unforeseeable circumstances, acts (including delay or failure
to act) of any governmental authority (de jure or de facto), war (declared or
undeclared), riot, revolution, priorities, fires, floods, weather, strikes,
labor disputes, sabotage, epidemics, factory shutdowns or alternations,
embargoes, delays or shortages in transportation, delay or inability to obtain
or procure labor, manufacturing facilities or materials, or causes of any other
kind beyond the reasonable control of the hindered party.

12.      INDEPENDENT CONTRACTOR

         12.1     IeC is an independent contractor and is not the legal
                  representative or agent of MAX for any purpose.

         12.2     MAX is an independent contractor and is not the legal
                  representative or agent of IeC for any purpose.

         12.3     The Products sold by MAX pursuant to this Agreement shall be
                  purchased by IeC for its own account, payment to be made
                  within thirty (30) days, and the prices at which such Products
                  are resold by IeC shall be determined solely by IeC.

         12.4     IeC has no Del Credere obligations to MAX.

13.      SALES AND SIMILAR TAXES

         The prices specified in each purchase order accepted by MAX hereunder
do not include any federal, state or local property, license, privilege,
business, occupation, stamp, documentary, transfer, sales, use, excise, gross
receipts, value added or other similar taxes which may or hereafter be
applicable to, measured by, or imposed upon:

                  a.       The sale or transfer of the Products;

                  b.       The value or use of the Products; or


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                  c.       The performance of any services in this Agreement,
                           except as is required for IeC to fulfill its delivery
                           obligations, except as may be required pursuant to
                           MAX's shipping and delivery obligations under Vienna
                           Convention of 1980 (CISG).

14.      DURATION AND TERMINATION

                  14.1     Unless earlier terminated in accordance with the
                           terms of this Agreement, this Agreement shall
                           commence as of the date of this Agreement and shall
                           remain in effect for a period ending July 31, 2003.
                           Such term shall be extended for each month that
                           development of the Product is not completed beyond
                           six months from the date hereof. This Agreement may
                           be renewed at the beginning of each year during the
                           term of this Agreement for an additional two (2)
                           years upon the written agreement of both parties
                           during the first month of the year. If either party
                           fails to agree in writing to such renewal, this
                           Agreement shall not be renewed and shall continue
                           only for the balance of the remaining term. For
                           purposes of this paragraph, a "year" shall be deemed
                           a twelve-month period ending July 31.

                  14.2     In addition to all other remedies provided by law, or
                           specified in the Agreement, MAX may, at its option,
                           terminate this Agreement, and any outstanding and
                           unperformed purchase orders previously accepted by
                           MAX hereunder, by mailing written notice of such
                           termination to IeC, upon the occurrence of any of the
                           following events:

                           (1)      The insolvency of IeC;

                           (2)      The filing of a voluntary or involuntary
                                    petition in bankruptcy by, against or on
                                    behalf of IeC;

                           (3)      The appointment of a receiver or trustee for
                                    all or substantially all of the property of
                                    IeC;

                           (4)      If IeC otherwise commits an act of
                                    bankruptcy, or any bankruptcy
                                    reorganization, debt arrangement or other
                                    proceeding under any bankruptcy or
                                    insolvency law, or any dissolution or
                                    liquidation proceeding is instituted by,
                                    against, or on behalf of IeC;

                           (5)      The breach or failure of IeC to perform any
                                    of the terms, conditions or covenants
                                    contained in this Agreement; or

                           (6)      The acquisition or control of IeC, directly
                                    or indirectly, by a direct competitor of MAX
                                    without the consent of MAX, which consent
                                    shall not be unreasonably withheld.


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<PAGE>   10

                  14.3     Upon expiration of this Agreement, or upon its
                           termination for any reason whatsoever, IeC shall
                           immediately cease using MAX's intellectual property.
                           MAX shall continue to honor and provide warranty
                           information to IeC.

                  14.4     MAX shall repurchase IeC's inventory of Products upon
                           expiration of this Agreement or upon its termination
                           for any reason, whatsoever, at prices which are the
                           same as those for which the inventory was originally
                           purchased by IeC, shipped by IeC E.X.W., no
                           assistance in loading. The foregoing price for the
                           returned inventory shall be paid by MAX to IeC by
                           means of an irrevocable sight letter of credit drawn
                           on a U.S. money center bank the date MAX receives the
                           inventory.

                  14.5     It is further agreed that MAX and IeC shall,
                           following the expiration of any termination of the
                           Agreement, continue to perform all purchase orders
                           accepted by MAX prior to the date of such
                           termination.

                  14.6     IeC will be allowed to complete any outstanding
                           purchase order commitments it may have outstanding at
                           the time of termination.

15.      INSPECTION OF RECORDS, PRODUCTS AND OTHER ITEMS

         During the term of this Agreement, IeC shall maintain a log
memorializing purchases and sales of Products (the "Log") at its principal
office. MAX, its employees and authorized representatives, shall be entitled
during business hours to inspect and copy all of IeC's Business Records and to
inspect Products wherever located.

16.      AMENDMENTS

    This Agreement sets forth the entire Agreement between the parties. All
    previous oral and written agreements between the parties are hereby
    terminated and neither party shall have any continuing obligation of any
    kind thereunder. This Agreement may be changed, altered, or amended only by
    an Agreement in writing signed by both parties. MAX shall have the right to
    assign this Agreement without limitation. Subject to the foregoing
    provisions, this Agreement shall be binding upon and inure to the benefit of
    the successors, assigns and legal representatives of the parties hereto.

17.      NOTICES

    Except as otherwise provided in this Agreement, all writings, notices,
    payments and reports required hereunder shall be sent by certified or
    registered mail to the parties at their address specified in the preamble.

18.      MISCELLANEOUS

         18.1     Expenses. Each party to this Agreement shall bear its own
                  legal and accounting expenses in connection with the
                  transactions provided for herein. Each of the parties hereto
                  agrees to hold the other harmless from and against any
                  liability for broker's or finder's fees in connection with the
                  purchase and sale provided for herein arising


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<PAGE>   11

                  out of the contracts, express or implied, which may be
                  asserted against the noncontracting parties.

         18.2     Waivers. The failure of any party to act to enforce rights
                  hereunder shall not be deemed a waiver and shall not preclude
                  enforcement of any rights hereunder. No waiver of any term or
                  provision of this Agreement on the part of a party shall be
                  effective for any purpose whatsoever unless such waiver is in
                  writing and signed by such party.

         18.3     Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
                  INTERPRETED, AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE
                  STATE OF TEXAS, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS
                  OF LAWS.

         18.4     Venue. THE PARTIES AGREE THAT ANY DISPUTE REGARDING THIS
                  AGREEMENT SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF
                  THE TEXAS STATE COURTS IN AND FOR DALLAS COUNTY, TEXAS, UNITED
                  STATES OF AMERICA, AND THE PARTIES AGREE TO SUBMIT TO THE
                  PERSONAL AND EXCLUSIVE JURISDICTION AND VENUE OF THESE COURTS.

         18.5     No Benefit to Others. The representations, warranties,
                  covenants, and agreements contained in this Agreement are for
                  the sole benefit of the parties hereto and their respective
                  successors, permitted assigns, heirs, executors,
                  administrators, and legal representatives, and shall not be
                  construed as conferring and are not intended to confer any
                  rights on any other persons.

         18.6     Invalid Provisions. If any provision of this Agreement is held
                  to be illegal, invalid or unenforceable under present or
                  future laws effective during the term hereof, such provision
                  shall be fully severable. This Agreement shall be construed
                  and enforced as if such illegal, invalid or unenforceable
                  provision had never comprised a part hereof, and the remaining
                  provisions hereof shall remain in full force and effect and
                  shall not be affected by the illegal, invalid or unenforceable
                  provision or by its severance herefrom. Furthermore, in lieu
                  of such illegal, invalid or unenforceable provision, there
                  shall be added automatically as a party of this Agreement a
                  provision as similar in terms to such illegal, invalid or
                  unenforceable provision as may be possible and be legal, valid
                  and enforceable.

         18.7     Indemnity. MAX will indemnify and hold harmless IeC for any
                  and all claims relating to breach of MAX's warranty and strict
                  liability or breach of warranty related to products liability
                  law of any jurisdiction in which the goods may land in the
                  stream of commerce.

         18.8     Limitation of Liability. IN NO EVENT SHALL MAX OR IEC BE
                  LIABLE FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE
                  OR DATA,


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<PAGE>   12


                  INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL
                  OR CONSEQUENTIAL DAMAGES OF ANY KIND, EVEN IF THEY HAVE BEEN
                  ADVISED OF THE POSSIBILITY OF SUCH DAMAGES (AND
                  NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
                  LIMITED REMEDY), OR FOR ANY CLAIM AGAINST THEM BY ANY THIRD
                  PARTY. IN NO EVENT WILL MAX OR ITS SUPPLIERS BE LIABLE FOR (A)
                  ANY REPRESENTATION OR WARRANTY MADE TO ANY THIRD PARTY BY IEC,
                  ANY AGENT OF IEC TO PERFORM AS SPECIFIED HEREIN EXCEPT AS, AND
                  TO THE EXTENT, OTHERWISE EXPRESSLY PROVIDED HEREIN; OR (C) ANY
                  USE OF THE PRODUCT OR THE DOCUMENTATION OR THE RESULTS OR
                  INFORMATION OBTAINED OR DECISIONS MADE BY END USERS OF THE
                  PRODUCT. THE REMEDIES PROVIDED HEREIN ARE SOLE AND EXCLUSIVE
                  REMEDIES.

         18.9     No Partnership. Nothing contained in this Agreement shall
                  constitute or be deemed to constitute a partnership between
                  the parties.

         18.10    Headings. The article and section headings contained in this
                  Agreement are for reference purposes only and shall not be
                  deemed to be a part of this Agreement or to affect the
                  construction or interpretation of this Agreement.

         18.11    Construction. Any alleged uncertainty or ambiguity in this
                  Agreement shall not be construed for or against a part based
                  on attribution of drafting to such party.

         18.12    General Conduct. IeC agrees (i) to conduct business in a
                  manner that reflects favorably at all times on the Product and
                  the good name, goodwill and reputation of MAX; (ii) to avoid
                  deception, misleading or unethical practices that are or might
                  be detrimental to MAX or the public, including, but not
                  limited to, disparagement of MAX or its products, and
                  acceptance or payment of bribes, kickbacks or secret profits;
                  (iii) to make no representations, warranties or guarantees to
                  End Users or to the trade with respect to the specifications,
                  features or capabilities of the Product other than those made
                  by MAX; and (iv) not to publish or use (or cooperate in the
                  publication or use of) any misleading or deceptive advertising
                  material.

         18.13    Compliance with Laws; Approvals. IeC shall comply with all
                  applicable laws in performing its duties hereunder and in any
                  dealings with the Product, including, but not limited to, laws
                  relating to antitrust and fair business practices. MAX shall
                  advise IeC of any laws or other regulatory requirements in
                  force in the territories in which IeC sells the Product that
                  relate to the Product, including, but not limited to, laws
                  relating to labeling, health or safety and other issues
                  related to localization of the Product. IeC shall be
                  responsible for obtaining any governmental approvals or
                  registrations necessary for the effectiveness of this
                  Agreement and the arrangements contemplated herein, and shall
                  use its best efforts to obtain such approvals promptly.


                                       12
<PAGE>   13


IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby,
have duly executed, or through their duly authorized officers, have duly
executed this Agreement, effective as of the date first above written.


                                        MAX INTERNET COMMUNICATIONS, INC.



                                        By: /s/ DONALD G. MCLELLAN
                                           -------------------------------------
                                           Donald G. McLellan, Vice President


                                        INTERNATIONAL eCOMMERCE, INC.



                                        By: /s/ FELIX MORENO
                                           -------------------------------------
                                           Felix Moreno, Chief Executive Officer


                                       13
<PAGE>   14


                                    EXHIBIT A

     MAXCONFERENCE SPECIFICATIONS

o H.323 VIDEOPHONE (NETMEETING) OVER HIGH-SPEED IP CONNECTION, LAN OR WAN

-minimum utilization of system resources maximizes audio/video quality

-multiple audio channel capability makes possible concurrent multimedia
 applications

-application sharing and collaborating of any Windows application

          o    o H.324 VIDEOPHONE OVER POTS (PLAIN OLD TELEPHONE SERVICE) ANALOG
               PHONE LINES

          o    H.263/H.261 video compression

          o    G.723.1 speech compression at 6.3 or 5.3 kbps

          o    Acoustic echo cancellation

          o    Voice-first calling and receiving

          o    Remote and local video window viewing

          o    V.80 modem support for synchronous data over an asynchronous
               interface

          o    V.8 multifunction modem operation mode determination

          o    Cypress Research Megaphone videophone application

          o    Video compression & decompression and audio synchronization
               processed on board, freeing up Pentium(TM) and PCI bus

          o    Full range of baud rate and parity support on DTE interface with
               memory to memory interface, by-passing serial interface
               bottlenecks (UART replaced by high speed PCI bus memory-to-memory
               transfer at more than double standard UART speed for a maximum
               DATA throughput of 230 kb/sec)

     SVGA GRAPHICS SPECIFICATIONS

THE MPACT-1 MEDIA PROCESSOR PROVIDES FULLY ACCELERATED VGA AND SVGA
COMPATIBILITY FOR BOTH DOS AND WINDOWS 95 APPLICATIONS. THE RESULT IS BLAZING
DISPLAY PERFORMANCE, WITH NEW SCREENS AND PICTURES BROUGHT UP ALMOST
INSTANTANEOUSLY, DELIVERING FLICKER-FREE PHOTOGRAPHIC-QUALITY IMAGES WITH
MILLIONS OF COLORS.

          o    106M ZD Winmarks at 1024-by-768 Resolution, 8-bit color

          o    Performance in top tier of graphics cards (based on Ziff-Davis
               Winmark '97)

          o    Full DOS and Windows(R) 95 GUI acceleration through Microsoft GDI
               and DirectDraw(TM) APIs

          o    NTSC/PAL full graphics desktop output

          o    Programmable flicker filter/chroma filter

          o    Dual NTSC/PAL & VGA same-image display


                                       14
<PAGE>   15

          o    TV Tuner support

          o    NTSC field capture at up to 30 fields per second

          o    Video scaling and motion compensation

          o    VGA register level compatibility and Super VGA graphics modes

          o    Non-interlaced screen resolution:

          o    1280 x 1024 x 16-bit color @ 60-85 Hz

          o    1024 x 768 x 24-bit color @ 60-85 Hz

          o    800 x 600 x 24-bit color @ 60-120 Hz

          o    640 x 480 x 24-bit color @ 60-144 Hz

          o    Full Bit BLT acceleration engine including transparent BLTs,
               device bitmaps, full 256 ternary ROPs and pattern buffering

          o    Full GUI acceleration of 2-point line draws, trapezoidal and
               polygon fills

          o    Fully accelerated YUV conversion, scaling, filtering, clipping
               and hardware cursor

          o    Full text acceleration engine

          o    Full hardware and BIOS support for VESA Display Power Management
               Signaling (DPMS) monitor power savings modes

          o    Integration with Mpact industry standard sound card emulation for
               legacy DOS multimedia titles

          o    Display CPL support with control panel for 2D refresh rate


    MAXVIDEO SPECIFICATIONS

SUPPORTS INTERNATIONAL STANDARDS FOR MPEG-1 AND MPEG-2 VIDEO, AUDIO AND SYSTEM
DECODING, ALONG WITH MPEG-1 ENCODING FOR HOME VIDEO EDITING. MAX i.c.LIVE'S
HARDWARE ACCELERATION OF MPEG-1 VIDEO YIELDS LASERDISK-QUALITY VIEWING. RIDE THE
NEXT WAVE OF ADVANCED MULTIMEDIA WITH MAX i.c.LIVE'S HOME MOVIE EDITING: A
COMPLETE SOLUTION FOR CAPTURING AND DIGITALLY EDITING HIGH-QUALITY VIDEO FROM
CAMCORDERS AND VCRS, INCLUDING DIGITAL SPECIAL EFFECTS! SAVE A PROJECT AS AN
MPEG FILE ON DISK, OR PRINT TO VIDEOTAPE

          o    Full support for OpenMPEG command set and Microsoft Windows 95
               ActiveMovie APIs

          o    Real-time Digital Versatile Disk (DVD) decode (fully-compliant
               MPEG-2 video plus Dolby Digital AC-3 audio)

          o    Real-time MPEG-1 video Decode @ 30 fps, 18-bit color,
               SIF 352 x 240 (fully-compliant ISO/IEC 11172-1, 11172-2, and
               11172-3 layer 2)


                                       15
<PAGE>   16

          o    System layer time stamp based video/audio synchronization

          o    Fully accelerated color space conversion, bilinear interpolation
               and filtering, at full screen and full speed

          o    Full-screen or video in a window

          o    Crisp synchronization with MAX i.c. Live Windows 95 graphics
               output

          o    Fully accelerated Video CD playback (White Book-compliant version
               2.0) with track selection, skipping and sequencing

          o    Real-time MPEG-1 SIF 1 frame encoding @ 30 frames per second

          o    Non-real-time MPEG-1 IBP frames encoding

          o    Patented hardware motion estimation, image processing

          o    PAL/NTSC video input and output

     VIDEO EDITING WITH REALTIME MPEG COMPRESSION

          o    Real-time audio/video capture from camcorder, VCR or TV Tuner

          o    AVI Editable MPEG multiplexing

          o    MPEG-1 I-frame encoding SIF (352x240) @ 30 frames per second
               (full TV screen)

          o    MPEG-1 Audio Layer II with selectable bitrate and sample rate

          o    NTSC video input and output

          o    Asymetrix Digital Video Producer audio/video editing application

          o    Video and audio editing with special effects

          o    2D and 3D title overlay

          o    Output to a variety of formats, including .mpg, NTSC or VCR tape


                                       16

<PAGE>   17


DVD SPECIFICATIONS

MAX i.c.LIVE'S MPEG-2 VIDEO SUPPORT, COUPLED WITH ITS ABILITY TO DECODE DOLBY
DIGITAL AC-3(TM) LETS USERS EXPERIENCE EVEN HIGHER QUALITY MOVIES, EDUCATIONAL
TITLES AND MORE WITH THE NEW DVD (DIGITAL VERSATILE DISK) FORMAT.
HOME THEATER-QUALITY VIDEO

          o    Fully compliant MPEG-2 video playback, Main Profile at Main Level

          o    Full-screen (720 x 480) 30 frames per second @ maximum DVD bit
               rate of 9.8 Mbits/sec

          o    VBR (variable bit rate) and CBR (constant bit rate)

          o    IEEE 1180-compliant Inverse Discrete Cosine Transform (IDCT) to
               ensure crisp picture quality with minimal noise

          o    Exact motion compensation for artifact-free playback

          o    NTSC (525/60) TV video output

          o    Scalable video window

          o    16:9 wide screen display

          o    4:3 letterbox display

          o    Pan & Scan display

          o    Still-picture MPEG-2 I-frame display

          o    Component S-Video output

          o    Digital YUV video output via feature connector to external
               graphics chips

          o    MPEG-1 playback

          o    Video CD 2.0 playback


     HOME THEATER-QUALITY AUDIO

          o    AVsync technology: real-time synchronization between audio and
               video

          o    Dolby Digital (AC-3) 6-channel decode

          o    SRS TruSurround 2-channel analog output with spatialization
               effects

          o    Dolby ProLogic Surround Sound-encoded 2-channel analog output

          o    Digital audio output (S/PDIF)

          o    64 kbps to 448 kbps data rate


                                       17
<PAGE>   18

          o    Audio CD playback

     COMPLETE DVD FEATURE SUPPORT

          o    CSS (Content Scrambling System) license for playback of encrypted
               content

          o    Complete, intuitive Entertainment Center player application from
               Software Dynamics

          o    Up to 32 sub-picture streams for subtitles, menus, and animation

          o    MCI command support for DVD-ROM

          o    Full-screen, run-length-encoded bitmaps up to 4 contrast values
               and 4 colors per pixel

          o    Multi-language support for video scenes, audio tracks, subtitle
               tracks, and menus

          o    Multi-story, multi-rating support (automatic "seamless" branching
               of video)

          o    Multi-camera-angle support

          o    Parental lock

          o    Fast forward, rewind, and search to title, chapter or track

          o    Frame by frame advance

          o    Still picture

          o    Macrovision analog copy protection support

          o    Regional lockout support

          o    Windows 95 OSR 2.1 support

          o    MicroUDF format support



    WAVETABLE AUDIO SPECIFICATIONS

PROVIDING THE RICHEST SET OF AUDIO FEATURES AVAILABLE TODAY, THE MPACT-1 MEDIA
PROCESSOR SUPPORTS CURRENT STANDARDS AS WELL AS THE LATEST BREAKTHROUGHS IN PC
AUDIO, INCLUDING 3D ENHANCED AND 3D POSITIONAL SOUND. IN ADDITION, THE MPACT-1
MEDIA PROCESSOR BRINGS DOLBY DIGITAL AC-3 TO THE PC MARKET FOR THE FIRST TIME.
THE RESULT IS THE MOST ADVANCED AUDIO IN THE INDUSTRY AT ANY PRICE. REMEMBER
WHEN YOU TRADED IN YOUR TAPE DECK FOR A CD PLAYER? THAT IS THE KIND OF
TRANSFORMATION YOUR PC WILL UNDERGO WITH MPACT AUDIO WITH FEATURES SUCH AS SRS
3D AUDIO AND THE ADVANCED FORTE(TM) WAVETABLE SYNTHESIZER.

          o    High-quality DOS and Windows 95 audio through WAVE, MIDI, and
               Microsoft DirectSound(TM)

          o    MPEG-1 (Layers 1 and 2) audio decode

          o    3-D audio enhancement through SRS



                                       18
<PAGE>   19

          o    MAX Forte(TM) Wavetable synthesizer

                    o    32 simultaneous voices

                    o    General MIDI standard compatibility with 128 original
                         instruments and 60 drums, 7 additional Roland GS and
                         Yamaha XG drum kits, and 4 MB ILIO (Synclavier(R))
                         sample library

                    o    complex envelopes and filters

                    o    Powerful effects processor, with reverb

                    o    Precise audio control through support for key layering,
                         velocity switching, variable keyboard scaling for
                         alternate tunings, sharpness of attack and speed of
                         decay

          o    Up to 8 simultaneous play and record channels with different
               formats and frequencies re sampled up to 48 kHz, with 36-bit
               internal precision

          o    Hardware dithered rounding of quantization noise

          o    Industry standard sound card compatibility (FM synthesis, General
               MIDI)

          o    Mpact Audio Process Manager (XAPM) for minimizing synchronization
               overhead between audio tasks

          o    Industry standard joystick with MIDI

          o    Industry standard MIDI port

          o    Midisoft Audio Rack application for audio playback, record and
               mixing control

     HOME THEATER-QUALITY AUDIO

          o    AVsync technology: real-time synchronization between audio and
               video

          o    Dolby Digital (AC-3) 6-channel decode

          o    SRS TruSurround 2-channel analog output with spatialization
               effects

          o    Dolby ProLogic Surround Sound-encoded 2-channel analog output

          o    Digital audio output (S/PDIF)

          o    64 kbps to 448 kbps data rate

          o    Audio CD playback

    TELEPHONY SPECIFICATIONS

MAX i.c.Live's DSVD MODEM/TELEPHONY RELIABLY PROVIDES FAST INDUSTRY-STANDARD
MODEM CONNECTIONS TO ONLINE SERVICES, FAX RESOURCES, AND THE INTERNET. IT ALSO
INCLUDES VOICEMAIL WITH MULTIPLE MAILBOXES, CALLER ID, DISTINCTIVE RING, AND
SPEAKERPHONE WITH ADAPTIVE ECHO CANCELLATION.


                                       19
<PAGE>   20

          o    Full Windows 95 support for Microsoft Unimodem V, TAPI and VCOMM
               APIs

          o    DSVD capability for simultaneous Data/Voice transmission

          o    Distinctive Ring support for automatic switching between
               Voice/FAX/DAtA on a single phone line

          o    DOS box modem support

          o    Full duplex speakerphone

          o    Data modulation up to V.34 bis (33,600 bits per second)

          o    V.32 bis support (14400, 12000, 9600, 7200 bps)

          o    V.22 bis support (2400, 1200 bps), Bell 212A and Bell 103

          o    V.42 bis data compression and V.42/MNP 2-4 error correction

          o    V.80 compliance

          o    Fax modulation up to V.17 (14,400 bps) in answer and originate
               modes, full fax Class 1 (TIA-578), 2, and 2.0 (TIA-592) command
               set implementation

          o    Data automoding

          o    DTMF generation, dial tone and busy detection, ring detection and
               auto answer

          o    V.14 async to sync conversion and RS-232 interface support

          o    Full range of baud rate and parity support on DTE interface with
               memory to memory interface, bypassing serial interface
               bottlenecks (UART replaced by high speed PCI bus memory-to-memory
               transfer at more than double standard UART speed for a maximum
               DATA throughput of 230KB/SEC)

THE MAX i.c.Live SOLUTION BRINGS THE POWER OF A CORPORATE PHONE AND VOICEMAIL
SYSTEM TO YOUR PC, PROVIDING SUCH FEATURES AS SPEAKERPHONE WITH ADAPTIVE ECHO
CANCELLATION, ANSWERING MACHINE, VOICE MAIL WITH MULTIPLE MAIL BOXES, CALLER ID
AND MORE.

          o    Full support for Windows 95 TAPI and VCOMM APIs, plus AT + V
               (TIA-695) command set

          o    V.80 support for video conferencing.

          o    Adaptive full-duplex speakerphone with acoustic echo cancellation

          o    Answering machine/voicemail functionality

          o    Outgoing and incoming message support

          o    Concurrent DTMF detection

          o    Call progress detection


                                       20
<PAGE>   21

          o    IMA ADPCM voice compression/decompression

          o    Caller ID support

          o    Distinctive Ring support for automatic switching between
               Voice/Fax/Data on a single phone line.


                                       21
<PAGE>   22


                    THIRD PARTY RESTRICTIONS AND REQUIREMENTS

MAX provides a logo program. This optional service includes Dolby Digital
AC-3(R) Certification, and Macrovision(R) pre-certification. A full description
of this service is in the "Mpact Logo Process" document, which is part of the
Production Pak product from MAX. If User does not utilize this service, USer
assumes all responsibility for certification from Dolby Laboratories and
Macrovision. MAX will notify such companies that software utilizing their
respective technologies has been provided to User.

The following third party restrictions and requirements apply to the Mpact
Mediaware. User shall have the right to update this Exhibit from time to time as
necessary. User agrees to comply with the restrictions and requirements set
forth below.

V.42 BIS

If User wishes to include V.42 BIS capability in the modem component of the
Mpact Mediaware, User must obtain the following licenses:

<TABLE>
<CAPTION>
LICENSOR         COMMENTS
--------------------------------------------------------------------------------
<S>              <C>
IBM              User is required to sign an IBM license agreement and pay a
                 one-time $20,000 license fee to IBM. A copy of this agreement
                 will be provided by MAX upon User's request.
--------------------------------------------------------------------------------
</TABLE>

AUDIO

User must obtain the following licenses and abide by the following restrictions
when using these features:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
LICENSOR         COMMENTS
--------------------------------------------------------------------------------
<S>              <C>
SRS              User must sign the attached SRS logo usage license.
--------------------------------------------------------------------------------
</TABLE>

DVD

If User is licensing the DVD module from MAX, User must obtain the following
licenses and abide by the following restrictions:

<TABLE>
<CAPTION>
LICENSOR         COMMENTS
--------------------------------------------------------------------------------
<S>              <C>
Region           Control User may only ship region specific Mpact Mediaware into
                 the region(s) for which it was intended.
--------------------------------------------------------------------------------
MEI              If User is manufacturing Mpact boards, User should enter into a
                 CSS license with MEI. If User is purchasing Mpact boards from
                 third parties, User should purchase boards from CSS licensees.
--------------------------------------------------------------------------------
</TABLE>


                                       22
<PAGE>   23


<TABLE>
<CAPTION>
<S>              <C>
--------------------------------------------------------------------------------
Dolby            User may utilize the Mpact Logo program to obtain Dolby Digital
                 AC-3 Certification. For this program User submits
                 pre-production samples. Alternatively, User may submit Hardware
                 Product(s) directly to Dolby Labs for certification.
--------------------------------------------------------------------------------
SRS              See above.
--------------------------------------------------------------------------------
Macrovision      If the Hardware Product contains an analog output, User must
                 enter into a license Agreement with Macrovision. User may
                 utilize the Mpact Logo program to obtain Macrovision
                 pre-certification. For this program User submits pre-production
                 samples to MAX. Alternatively, User may submit Hardware Product
                 directly to Macrovision for certification.
--------------------------------------------------------------------------------
DVD              User is responsible for obtaining licenses for all DVD
Patents          related patents excluding SRS and Dolby that are applicable to
                 Mpact mediaware or the combination of Mpact mediaware with User
                 hardware. Such patents include, without limitation, Mpeg-2
                 patents. In addition, User is responsible for licensing all
                 patents related to Hardware Products and patents infringed when
                 Mpact Mediaware is combined with Hardware Products.
--------------------------------------------------------------------------------
</TABLE>


MAX can provide contact information or more detailed information upon request.
MAX will not ship Mpact Mediaware to User until User has secured the licenses
set forth above.

         (THIS LOGO USAGE AGREEMENT IS APPLICABLE ONLY TO PARTIES PURCHASING AND
USING MAX'S MULTI-FUNCTION COMPUTER PROCESSING SOLUTION HAVING TRUSURROUND
TECHNOLOGY AND APPLIES ONLY TO PRODUCTS INCORPORATING SUCH SOLUTION)

TRADEMARK OWNER: SRS LABS INCORPORATED, 2909 DAIMLER STREET, SANTA ANA, CA 92705
                 (714-442-1070)


PURCHASER:
          --------------------------------------        ------------------------
                                                                SIGNATURE

     In order to use the trademarks of SRS Labs in connection with the sale of
     audio products incorporating the MAX multi-function solution with
     TRUSURROUND audio by SRS Labs, (collectively "MPACT TS"), the purchaser or
     licensee of the MPACT TS identified above ("Purchaser") agrees to adhere to
     the logo usage requirements of SRS Labs as described herein. As long as
     such requirements are met, SRS Labs grants Purchaser a limited, personal,
     non-transferable, non-exclusive, royalty-free license to use the trademark
     configuration identified below to mark packaging, advertising and
     collateral material for advertising, promoting, and distributing
     Purchaser's products incorporating the MPACT TS solution.

         11.      I.       LOGO FORMAT AND USAGE REQUIREMENTS

         A.   Purchaser agrees to use only the following trademark
              configuration to identify SRS Labs' TRUSURROUND technology:

                       [TRUESURROUND(TM) WITH SRS(R) LOGO]

         B.   Whenever products of Purchaser are marked with the configuration
              above, proper notice shall also be placed near the trademarks
              stating the following:"                           ", and are
              trademarks of SRS Labs, Inc."


                                       23
<PAGE>   24

          C.   Purchaser agrees not to use any of SRS Labs' trademarks on any
               audio products which (1) do not incorporate the MPACT TS
               solution, or (2) which incorporate the MPACT TS solution that has
               been modified in a way which affects its standard audio
               processing. By using any of SRS Labs' trademarks, Purchaser
               agrees to the logo usage requirements described herein and
               acknowledges that its products containing SRS Labs' trademarks
               will be subject to review and evaluation. In the event Purchaser
               fails to comply with these requirements and improperly uses SRS
               Labs' trademarks on its products, SRS Labs may immediately revoke
               the right to use such trademarks on Purchaser's products.

          D.   Purchaser agrees that it will not file any application in any
               country for registration of the trademarks shown in the
               configuration above in Section I.A., or any mark, symbol, or
               phrase, in any language, which is similar to or likely to be
               confused with such trademarks or associated with SRS Labs.



     II.  LIMITATIONS OF LOGO USAGE

          A.   Neither this document nor the purchase of the MPACT TS solution
               grants Purchaser the right to permanently affix the SRS Labs
               trademarks DIRECTLY to the products of Purchaser, except for any
               marking already existing as part of the MPACT TS. To obtain such
               right, Purchaser is required to obtain a separate license
               directly from SRS Labs and is encouraged to contact SRS Labs to
               do so. (see http://www.srslabs.com).

          B.   The duration of this Agreement shall remain in effect for as long
               as Purchaser is selling products incorporating the MPACT TS
               solution, or until earlier terminated by SRS Labs for Purchaser
               default.

          C.   This Logo Usage Agreement is not assignable or transferable by
               Purchaser without the express written consent of SRS Labs. In the
               event that any provision hereof is found invalid or unenforceable
               pursuant to judicial decree or decision, the remainder of this
               Agreement shall remain valid and enforceable. The terms of this
               Agreement shall be construed and interpreted under the laws of
               the state of California, U.S.A.


                     TRADEMARKS & TRADEMARK USAGE GUIDELINES


     MAX Trademarks.

     The following words and logos are trademarks of MAX, Inc. in the United
     States and/or other countries:

     "Mpact(TM)
                                       24
<PAGE>   25



     Logo Usage.

     1.   User may use the MAX logo (above on left) and the Mpact logo (above in
          middle) in connection with Hardware Products subject to the provisions
          of Section 2.5 and this Exhibit D.

     2.   Only Hardware Products that have been certified through MAX's Mpact
          Logo program (as described in the MAX document "Mpact Logo Process")
          may use the "Certified for Mpact" logo (above on right). Upon
          qualifying a Hardware Product under MAX's Mpact Logo Process, User may
          use the "Certified for Mpact" logo solely in connection with such
          Hardware Product. Use of the "Certified for Mpact" logo under any
          other circumstances is expressly prohibited.

     3.   MAX will provide artwork to User for the MAX logos, and User shall use
          such artwork without modification, including using the same form,
          size, typeface, and color. User's product logo must be larger than the
          MAX logos and must be displayed in a manner clearly indicating that
          the Product is a User product and not a MAX product. User's product
          packaging and literature must clearly specify the version of Mpact
          Mediaware for which the Hardware Product has been certified.


     Third Party Licensor Trademarks            [MPACT! LOGOS]

     No license is granted by MAX to User to use the trademarks, service marks,
     tradenames, or logos of any Third Party Licensor. User may obtain such
     licenses directly from such third parties as set forth in Exhibit C.

     Trademark Usage Guidelines

     1.   User must submit a reasonable number of Products, including all
          packaging and documentation to MAX to allow MAX to determine whether
          Products comply with MAX's Trademark Usage Guidelines and the
          Replication Guidelines set forth in Exhibit I. If necessary, MAX shall
          have the right to provide such Products to its Third Party Licensors
          to allow such Third Party Licensors to determine whether such samples
          comply with such Third Party Licensor's trademark usage guidelines.
          All samples shall be submitted to MAX at least thirty (30) days in
          advance of distribution to User's Users. MAX may require User to
          submit new samples in the event MAX reasonably believes the product
          design or quality has materially changed. Materials should include:
          artwork for the packaging of all Products showing the location and use
          of the MAX logos and Trademarks, and draft copies of documentation
          using Trademarks, including proper trademark acknowledgments.


                                       25
<PAGE>   26

     2.   User shall submit copies of all marketing materials that use a MAX
          Trademark to MAX for prior written approval. Such materials shall be
          submitted sufficiently far enough in advance of the publication date
          to ensure that errors can be corrected prior to publication.

     3.   All representations by User of MAX's Trademarks shall be exact
          replicas of those used by MAX or shall be used in accordance with
          these Trademark usage guidelines.

     4.   User shall make such changes as MAX shall reasonably request to
          protect the value of MAX Trademarks used by User or User shall not use
          such Trademarks.

     5.   The following rules apply to the use of MAX Trademarks in written
          materials:

               a)   The "Mpact" trademark should always be used as an adjective
                    and be followed by the word "mediaware" or "processor". It
                    should never be used as a noun or verb, nor should prefixes
                    or suffixes be attached.

               b)   In the trademark "Mpact", the "M" should always be
                    capitalized, the other letters should always be lowercase
                    and the "(TM)" symbol should be used.

               c)   "MAX" should be used without abbreviation. In the registered
                    trademark "MAX", the "C" and "R" should always be
                    capitalized, the other letters should always be lowercase
                    and the "(R)" symbol should be used.

               d)   The first usage of trademarks in materials should be
                    followed by a "(TM)" or "(R)", as applicable, and a "*" or
                    other designation for a footnote. A footnote stating that
                    "Mpact is a trademark, and MAX is a registered trademark, of
                    MAX, Inc." must be included.

     6.   User agrees not to register any MAX trademarks or trade names without
          MAX's prior written consent, and agrees not to register any
          confusingly similar trademarks or trade names.

     7.   All usage of MAX trademarks shall inure to MAX's benefit.

     8.   Upon written notice by MAX, User shall immediately suspend use of
          MAX's trademarks and trade names if the quality of User's Hardware
          Products is deemed to be inferior by MAX.

                                 [MPACT! LOGOS]


                                       26
<PAGE>   27


                                    EXHIBIT C

<TABLE>
<CAPTION>
                                 Purchase Order
                                 --------------
<S>                                         <C>
(Customer Information / Letterhead)         Purchase Order No.

                                                DATE ISSUED:
                                                BUYER:

                                            Ship Via:
                                            Date Wanted:
                                            Terms:


VENDOR                                      SHIP TO   (if different than above)
------                                      -------
      MAX Internet Communications, Inc.
      8115 Preston Road
      Eighth Floor - East Tower
      Dallas, TX 75225

      Telephone            214-691-0055
      Fax                  214-691-6618

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

Please enter our order for the following materials and services, subject to
standard terms and conditions. Date wanted is the requested delivery date at
customer.

Our order number must appear on all invoices and correspondence.

Only one P.O. number per invoice.
</TABLE>

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
QTY ORDERED               ITEM DESCRIPTION                UNIT PRICE  EXTENSION
-----------  -------------------------------------------  ----------  ----------
<S>          <C>                                          <C>         <C>




-----------  -------------------------------------------  ----------  ----------
                                                             Subtotal
                                                Shipping and Handling
                                                                  Tax
                                                                      ----------
                                                                Total $
                                                                      ----------
</TABLE>


----------------------------------------------
Authorized Signature                     Date


                                       27
<PAGE>   28


                                    EXHIBIT D

--------------------------------------------------------------------------------
     i.c. LIVE  LIMITED WARRANTY

   One Year Limited Warranty

MAX Internet Communications, Inc. warrants this product against defects in
material and workmanship under normal use for one (1) year from the date of
original retail purchase. MAX Internet Communications, Inc., at it's option,
will at no charge either repair the product (with new or reconditioned parts) or
replace it (with a new or reconditioned product) or refund the purchase price of
the product during the warranty period. Repaired/replacement products are
warranted for either 90 days or the remainder of the original warranty period,
whichever is longer. This warranty extends to the original end-user only.

   What This Warranty Does Not Cover

This warranty does not cover: (a) installation or service of the product; (b)
conditions resulting from consumer damage such as improper maintenance or
misuse, abuse, accident or alteration; (c) exposed parts that are scratched or
damaged due to normal use; (c) product rented to others.

This warranty applies only to hardware and software products manufactured by or
for MAX Internet Communications, Inc. and identified by the MAX Internet
Communications, Inc. trademark, trade name or product identification logo
affixed to them.

No warranty is made as to coverage availability or grade of service provided by
the telephone line carrier.

   General Provisions

This warranty sets forth our responsibilities regarding this product. Repair or
replacement or refund of the purchase price, at MAX Internet Communications,
Inc.'s option, is your exclusive remedy. THIS WARRANTY IS GIVEN IN LIEU OF ALL
OTHER EXPRESS WARRANTIES. IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE
LIMITED TO THE DURATION OF THIS LIMITED WARRANTY. IN NO EVENT SHALL MAX Internet
Communications, Inc. BE LIABLE FOR DAMAGES IN EXCESS OF THE PURCHASED PRICE OF
THE PRODUCT, FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS,
LOST PROFITS OR SAVINGS, OR OTHER INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES
ARISING OUT OF THE USE OR INABILITY TO USE SUCH PRODUCT, TO THE FULL EXTENT SUCH
MAY BE DISCLAIMED BY LAW. WITHOUT LIMITING THE FOREGOING, MAX INTERNET
COMMUNICATIONS, INC. SHALL HAVE NO LIABILITY FOR ANY DATA STORED IN OR USED WITH
THE PRODUCT, INCLUDING THE RECOVER COSTS OF SUCH DATA OR PROGRAMS.
--------------------------------------------------------------------------------
                                                                        508-9909

<TABLE>
<S>                                 <C>                                <C>

                              [MAX i.c. Live LOGO]

         Warranty Registration Card

                  In order to activate your one (3) year limited product
                  warranty, within 30 days of original purchase you must either

         o    Register online at http://www.maxic.com/support.htm

         o    Complete and mail in this card to us

              Once we receive your registration, you will be signed up to
     receive a username and password to the protected Comprehensive Technical
     Support area of our website.

     Hardware ID#             -             -             -
                  -- -- -- --   -- -- -- --   -- -- -- --   -- -- -- --
     (Find this number by clicking on the "i.c. Live" in your system tray after
     Mediaware Installation.)

First Name:                         Last Name:                         MAIL THIS CARD TO:
           --------------------               ---------------          MAX INTERNET COMMUNICATIONS, INC.
Email Address:                                                         8115 PRESTON ROAD
              ---------------------------------------------                     EIGHTH FLOOR - EAST TOWER
Phone #:                            Fax #:                                      DALLAS, TEXAS 75225
        ----------------------            --------------------
Company Name:
             --------------------------------------------
Street Address:                                       City/State/Zip:
               --------------------------------------                -------------------------------------

Where did you purchase i.c. Live
                                 -------------------------------------------------------------------------
</TABLE>

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--------------------------------------------------------------------------------
   State Law Rights

SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES, OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO
THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. This warranty gives
you specific legal rights, and you may also have other rights which vary from
state to state.

   Provincial Law Rights

SOME PROVINCIAL LAWS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF IMPLIED
WARRANTIES OR THE EXCLUSION OR LIMITATION OF WARRANTY COVERAGE IN CERTAIN
SITUATIONS, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS CONTAINED IN THIS
LIMITED WARRANTY MAY NOT APPLY TO YOU. This warranty gives you specific rights,
and you may have other rights, which vary from province to province.

     HOW TO USE MAX INTERNET COMMUNICATIONS, INC.'S LIMITED WARRANTY SERVICE

To take advantage of this warranty, you must do the following:

o    Contact MAX Internet Communications, Inc. by dialing the appropriate phone
     number for product repairs/returns as listed in the "Service and Support"
     Card included with i.c. Live

o    If it is determined that your product requires service, you will be issued
     a Return Authorization Number (RMA).

o    Pack the defective product securely for shipping. Include only the part(s)
     that are defective.

o    To ensure prompt service, please include a letter indicating the specific
     cause for returning the product(s).

Ship the defective product(s), copy of original purchase invoice, with RMA
number to:

MAX Internet Communications, Inc.
12917 Valley Branch Lane
Farmers Branch, TX  75234
Attention: RMA #

o    Make certain that your RMA number is displayed prominently on the outside
     of the shipping box.

o    This warranty is void if the product is damaged in transit. Please insure
     your shipment.
--------------------------------------------------------------------------------
                                                                        508-9909


                                    MAX INTERNET COMMUNICATIONS, INC.
                                    8115 PRESTON ROAD
                                    EIGHTH FLOOR- EAST TOWER
                                    DALLAS, TEXAS 75225



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