AGREEMENT BETWEEN MAXNET, INC. AND LUXR. INC.
              TO CONVERT PROMISSORY NOTE TO STOCK PURCHASE AND FOR
                            INTERNET CONTENT SERVICE

This  Agreement,  made this 27th day of April,  1999 by and between LUXR, Inc. a
New York  corporation  located at 4 West 47th Street Suite 28 New York, NY 10036
its affiliates and/or assigns and Maxnet, Inc. a Delaware corporation located at
4400 US Highway Rt. 9 South Suite 2800 Freehold, NJ 07728, its affiliates and/or
assigns.

For and in  consideration  of One Hundred and  Fifty-Four  Thousand  Two Hundred
Dollars ($154,200.  00), from a promissory-note dated November 12, 1998, Maxnet,
Inc.  agrees to  convert  the sum of One  Hundred  and Fifty Four  Thousand  Two
Hundred  Dollars  ($140,000.00  original  note + $2800.00 + $2800.00 + 2800.00 +
2800.00  +  2800.00  interest  and a $200.00  origination  fee into  Twenty-Five
Percent of Shares of LUXR,  Inc. The shares of stock,  described as  Twenty-Five
(25%) Percent of the shares of stock of LUXR, Inc.

TERMS - Twenty - Five (25%) PERCENT OF SHARES OF LUXR, INC. STOCK.

Therefore,  In Addition to the Five Percent (5%) of the shares of stock of LUXR,
Inc. that Maxnet, Inc. owns as of November 12, 1998; LUXR, Inc. hereby agrees to
convert,  sell, assign,  transfer,  and set over to Maxnet, Inc., its executors,
representatives,  and assigns, with full power to transfer the same on the books
of the corporation,  Twenty-Five Percent of the Outstanding stock of LUXR, Inc.,
a Corporation  incorporated  under the laws of State of New York, and having its
principal place of business at 4 West 47th Street, Suite 28 New York, NY 10036.

The LUXR, Inc. stock is represented by the following:

Total LUXR, Inc. Outstanding_____________________ =LUXR, Inc.
Twenty-Five Percent (25%)=______________________ Shares.
Five Percent (5%)= ______________________________Shares.
Upon the signing of this Conversion Agreement Maxnet, Inc. shall own a Total of
  Thirty
Percent (30%)= _________________ Shares of LUXR. Inc.

1.  Seller  warrants  that the stock now  stands in its name on the books of the
corporation and that all assessments to date are paid upon said shares.  Maxnet,
Inc.   agrees  to  convert  the   Promissory-Note   into  said  shares  for  the
consideration set forth above.

BE IT KNOWN,  the  undersigned  Lenny  Goldberg,  President - LUXR,  Inc. hereby
agrees to sell, assign,  transfer,  and set over to Maxnet, Inc., its executors,
representatives,  and assigns, with full power to transfer the same on the books
of the Corporation Twenty-Five (25%) Percent of LUXR, Inc. Stock to Maxnet. Inc.
upon the signing of this Agreement.

Furthermore,  Maxnet, Inc.'s  responsibilities and obligations shall include but
not be limited to Encoding  LUXR,  Inc. -  www.LUXR.com's  content to real media
(stream-able  from web) and develop  LUXR.com's site content and provide updates
as  required.  Maxnet,  Inc.  will provide  Internet  related  marketing  and PR
including traffic generation.

o        Maxnet, Inc. will develop LUXR, Inc.'s site content and provide updates
         as required,  Internet related marketing and public relations including
         traffic  generation for the amount of $1500.  00 per month for a period
         of twelve (12) months for a total sum of $18,000.00.

o        Maxnet,  Inc.  will design and create  assorted  banners and buttons as
         discussed and described.

o        Maxnet,  Inc. will provide  Newsletter  coverage of LUXR Inc. and place
         LUXR as Newsletter Sponsor

o        Maxnet, Inc. will provide a promotional Interview of LUXR Spokesperson

o        Maxnet,  Inc.  will  create a  custom  video/audio  E-Mercial  for LUXR
         promotions

o        Maxnet,   Inc.   will  provide  a  free   listing  in  MAXNET,   INC.'s
         Webphonebook.com

LUXR, Inc.'s  responsibilities  and obligations shall include but not be limited
to: Providing products for sale,  customer support,  and fulfillment of products
and  services  for the  Internet  User,  wholesaler  and retail  consumer.  This
includes both the present and future products and services sold and supported by
LUXR, Inc.

2.       PROCEEDS FROM SALES AND ADVERTISEMENTS:

         a) All Sales of Said Products and Revenues from  Advertisements,  shall
be divided on a fifty (50%) to MAXNET,  INC. and fifty (50%) to LUXR, INC. after
All the Expenses have been paid.  Expenses are defined and include,  but are not
limited to - Development Costs, Sales & Marketing Costs,  Advertising Costs, and
any and all costs that  directly or  indirectly  apply to the  definition  of an
Expense for the purpose of Producing  any Internet  Content and any  Audio/Video
content for the joint Venture.

Expenses/Costs  are to be paid  First:  First Pay  Expenses  then  divide 50% to
MAXNET, INC. and, 50% to LUXR, INC.

         b) Any and All New Products  developed,  used,  and or offered for sale
during or after the Internet Content,  Video/Audio Production containing Content
and Products  provided by LUXR, INC., LUXR,  INC.'s  affiliates,  (www.LUXR.com,
etc.) and any revenues  derived from the sales,  after  covering the cost of the
sales,  as  described  in  Paragraph  2a,  shall be divided on a fifty  (50%) to
MAXNET,  INC. and fifty (50%) to LUXR,  INC.  after All the  Expenses  have been
paid. Expenses as defined in Paragraph 2a.

3. INTELLECTUAL  PROPERTY RIGHTS - Copyright - Patents and Trademarks - Customer
Lists:

         a) All pre-existing patents,  intellectual  property,  trademarks,  and
copyrights of partners shall remain their respective property.

         b) Any  and all  patents,  trademarks,  and/or  copyrights,  which  the
Parties may develop and register under State or Federal law, shall be registered
in the  name of both  Parties.  If,  for any  reason,  the  Agreement  fails  or
terminates, all patents, trademarks,  and/or copyrights developed by the Parties
shall revert to the concept  originator as evidenced by a "concept  origination"
memo to be kept on file by the patent, trademark, copyright firm which files all
applications on behalf of the Parties.

         c) All customer lists  developed by the Parties will be the property of
both Parties.  MAXNET,  INC. will use its expertise and be  responsible  for the
marketing of the lists on behalf of the Parties.  Both Parties must agree to any
actions to sell or disclose to a third party the customer  list  resulting  from
this Agreement.

4.       TERMS OF INTERNET SERVICE AGREEMENT- TERM:

This Agreement shall become  effective on the Effective Date and shall remain in
effect for a one (1) year term,  renewing  automatically  for successive one (1)
year terms, unless terminated by written notice by either party thirty (30) days
prior to the end of any renewal term. The term of this Agreement  shall commence
and become  effective  as of the date  signed  hereof.  This  Agreement  will be
terminated  upon the  bankruptcy  or  liquidation  of the other  party,  whether
voluntary  or  involuntary  or upon the other  party  having or  applying  for a
receiver  appointed  for all or a  substantial  part of such  party's  assets or
business.

5.       MODIFICATIONS:

The above  Agreement may only be altered by mutual consent of the parties and in
writing In the event LUXR, INC. develops any product not specifically  mentioned
in this Agreement and wishes to market said item to  contact/customers  provided
by MAXNET, INC., then an additional written Agreement would be necessary.

6.       REPRESENTATION AND INDEMNIFICATION

LUXR, INC. shall be deemed to make a continuing  representation  of the accuracy
of any and all  material  facts,  information,  and dates  which it  supplies to
MAXNET,  INC. and LUXR, INC.  acknowledges its awareness that MAXNET,  INC. will
rely on such continuing  representation  in  disseminating  such information and
otherwise performing its function.

7.       RELATIONSHIP OF PARTIES:

MAXNET, NC. is an independent  corporation,  responsible for compensation of its
agents,  employees and representatives,  as well as all applicable taxes thereon
(including  employment  compensation) and all workmen's  compensation  insurance
This  Agreement does not establish any  partnership or other business  entity or
association  between  the  Parties  and  neither  party is  intended to have any
interest  in the  business or property  of the other  unless  specified  in this
Agreement.

8.       ARBITRATION:

Should either party default in the terms or  conditions of this  Agreement,  the
Parties agree to binding Arbitration with the American  Arbitration  Association
in New York,  New York.  The  prevailing  party shall be entitled to recover all
costs  incurred as a result of such default  including all costs and  reasonable
attorney fees.

9.       WAIVER OR BREACH:

The waiver by either party of a breach of any provision of this Agreement by the
other party shall not be construed as a waiver of any  subsequent  breach by the
other party.

10.      NOTICES:

Any notice  required or permitted to be given under this  Agreement  shall be in
writing, and sent by certified mail, return receipt requested,  to the principal
office of the  party  being  notified.  Any  address  changes  must be sent,  in
writing, to the other party. The principal office of each party is as follows:


LUXR, Inc.
4 West 47th Street Suite 28
New York, NY 10036
Tel: 212-382-3711
Fax: 212-869-6833
-----------------

Maxnet Inc.
4400 US Highway Rt. 9 South, Suite 2800
Freehold, NJ 07728

11.      ENTIRE AGREEMENT:

This instrument contains the entire Agreement of the parties and may be modified
only by an Agreement in writing, signed by both parties. This Agreement shall be
governed for all purposes by laws of the state of New Jersey.  If any  provision
of this Agreement is declared Void,  such provision shall be deemed severed from
this Agreement, which shall otherwise remain in full force and effect.

         This Agreement will be effective as of April 27, 1999.

         In Witness WHEREOF, the parties hereto,  intending to be legally bound,
have executed this Agreement.

         IN WITNESS WHEREOF, the parties have executed this Conversion Agreement
on April 27, 1999.

-------------------------------------
Lenny Goldberg, President, LUXR, Inc.

-------------------------------------
Henry Val, CEO - Maxnet, Inc.