Exhibit 10.3


                                                                 August 25, 2000


Maxx International, Inc.
130 S. El Camino Drive
Beverly Hills, California 90212

Attention: Adley Samson

     Re: Maxx International, Inc. Invoices and Form S-8

Dear Adley:

     As  previously  discussed,  in lieu and  partial  payment  of an  amount of
$50,000 of the current outstanding balance of fees and expenses due and owing to
this firm for certain  professional  services  rendered through August 24, 2000,
the  undersigned  agree to accept shares of common stock of Maxx  International,
Inc. which will be registered pursuant to a Form S-8 Registration Statement.

     It is expressly  understood that the stock to be received will be valued at
$0.50 per share and, as a result,  an aggregate of 100,000 shares will be issued
in the following names and denominations: (i) Steven A. Sanders - 90,000 shares;
and (ii) Laurence D. Paredes - 10,000 shares. It is further  understood that the
Form S-8  Registration  Statement will be filed  immediately and that the shares
contemplated  herewith will be issued upon the effectiveness of the Registration
Statement, and all other applicable laws and regulations.


                                             Very truly yours,

                                               /s/ Steven A. Sanders
                                            ---------------------------------
                                               Steven A. Sanders, Esq.

                                               /s/ Laurence D. Paredes
                                            ---------------------------------
                                               Laurence D. Paredes, Esq.