NETMAXIMIZER COM INC
SUBSCRIPTION AGREEMENT
<DOCUMENT>
<TYPE>EX-10.11
<SEQUENCE>5
<FILENAME>ex10-11.txt
<DESCRIPTION>SUBSCRIPTION AGREEMENT
<TEXT>

                                                                  EXHIBIT 10.11


                   SUBSCRIPTION AGREEMENT AND REPRESENTATIONS
                                  REGULATION S


TO:               NETMAXIMIZER.COM, INC.

Gentlemen:

NETMAXIMIZER. COM, INC., a Florida Corporation ("you" or the "Company") has
offered (the "Offering") to sell to CONSENSUS INVESTMENTS LIMITED ("I" or "me")
666,666 Units at $1.50 per Unit, where each Unit consists of one share of your
common stock ("Shares") and two warrants ("Warrants") each entitling the holder
to purchase one share of your common stock (the shares which may be acquired by
the exercise of Warrants are the "Warrant Shares") at an exercise price of
$1.875 per share. The Warrants will expire five years from the date of their
issuance.

As of the date hereof, I hereby subscribe for and agree to purchase all 666,666
Units by delivering to you immediately available funds in payment of the
purchase price together with this executed Subscription Agreement. I understand
this subscription is subject to your acceptance and that if you do not accept
this subscription, you will return the purchase price payment herewith
delivered. In order to induce the Company to accept my offer, I advise you as
follows:

(1)      Receipt of copies of the SEC Documents and Other Documents. I am aware
         that your Registration Statement on Form-10 was filed with the
         Securities Exchange Commission on December 7, 1999, and became
         effective on February 7, 2000. Following the effective date, you filed
         an annual report on Form 10K for the year ended December 31, 1999, and
         thereafter have filed regular quarterly reports on Form 10-Q, all
         pursuant to the Securities Exchange Act of 1934, as amended and the
         rules and regulations of the SEC promulgated thereunder (collectively,
         the Form 10, Form 10-K and various Forms 10-Q are referred to herein as
         the "SEC Documents"). I have received from you or otherwise had access
         to true and complete copies of the SEC Documents. I have been provided
         with access to all information concerning you, including but not
         limited to the SEC Documents, the terms and conditions of the Offering
         of the Units, the Units themselves, the securities underlying the Units
         and your current business plan and proposed plan of operations for the
         purpose of making an informed investment decision.
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SUBSCRIPTION AGREEMENT
NETMAXIMIZER COM INC.                                                   2 of 6


(2)      Availability of Information. I hereby acknowledge that the Company has
         made available to me the opportunity to ask questions of, and receive
         answers from the Company and any other person or entity acting on its
         behalf, concerning the terms and conditions of the Offering and the
         information contained in the SEC Documents and other corporate
         documents and to obtain any additional information, to the extent the
         Company possesses such information or can acquire it without
         unreasonable effort or expense, necessary to verify the accuracy of the
         information provided by the Company and any other person or entity
         acting on its behalf.

(3)      Securities Offered. I understand that none of the Units, the Shares,
         the Warrants or the Warrant Shares (collectively the Shares, the
         Warrants and the Warrant Shares are the "Securities") have been
         registered under the Securities Act of 1933, as amended (the "1933
         Act"), or any state securities laws.

         (a)      No federal or state agency has passed upon the Units or the
                  Securities or made any finding or determination as to the
                  fairness of this investment.

         (b)      I understand that if my subscription offer is accepted and the
                  Securities are sold to me, I cannot sell or otherwise dispose
                  of the Securities unless the Securities are registered under
                  the 1933 Act or the state securities laws or exemptions
                  therefrom are available (and consequently, that I must bear
                  the economic risk of the investment for an indefinite period
                  of time).

         (c)      I understand that the Company has no obligation now or at any
                  time to register the Securities under the Act or any state
                  securities laws.

         (d)      Legend. Although shares of your Common Stock trade on the
                  NASDAQ Bulletin Board, because they have not been registered
                  under the 1933 Act, each of the certificates representing the
                  Securities which you deliver to me, as appropriate, will bear
                  a legend in substantially the following form:

                           THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE
                           NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                           OR THE SECURITIES LAWS OF ANY STATE OR OTHER
                           JURISDICTION. THE SECURITIES MAY NOT BE OFFERED FOR
                           SALE, SOLD, ASSIGNED OR OTHERWISE TRANSFERRED IN THE
                           ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER
                           SAID ACT OR LAWS OR AN OPINION OF COUNSEL
                           SATISFACTORY TO NETMAXIMIZER.COM, INC. THAT SUCH
                           REGISTRATION IS NOT REQUIRED.


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SUBSCRIPTION AGREEMENT
NETMAXIMIZER COM INC.                                                   3 of 6



         (e)      Lock-up. If, prior to February 11, 2002, you enter into an
                  agreement with an underwriter (the "Underwriter") providing
                  for a public offering of shares of your Common Stock for sale
                  pursuant to a registration statement (the "Registration
                  Statement") filed pursuant to the 1933 Act, I agree that I
                  will not sell any of the Securities for a 12 month period
                  following the date the Registration Statement becomes
                  effective under the Act (the "Lock Up Period") without the
                  consent of the Underwriter. Until the expiration of the Lock
                  Up Period, I will not assign the Securities I acquire pursuant
                  to this transaction unless the assignee enters into a written
                  agreement with the Underwriter acknowledging to be bound by
                  these Lock-up provisions, in the event a firm commitment has
                  been obtained from the Underwriter.

         (f)      Preemptive Rights. I understand that there are no preemptive
                  rights to purchase additional Units.

(4)      Representations and Warranties. I represent and warrant to the Company
         (and understand that you are relying upon the accuracy and completeness
         of such representations and warranties in connection with the
         availability of an exemption for the offer and sale of the shares from
         the registration requirements of applicable federal and state
         securities laws) that:

         (a)      I am a business entity duly organized, validly existing and in
                  good standing under the laws of the jurisdiction of my
                  formation with full power and authority to acquire and hold
                  the Securities. A am not an affiliate of yours, nor is any
                  controlling person of mine a controlling person or affiliate
                  with respect to you (as that term is defined in Rule 501(b) of
                  Regulation D) promulgated under the Act.

         (b)      I am not a resident of the United States of America or any of
                  its territories or protectorates, nor am I acquiring the
                  Securities for the benefit of any resident of the United
                  States.


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SUBSCRIPTION AGREEMENT
NETMAXIMIZER COM INC.                                                   4 of 6



         (c)      I am an "accredited investor" as described by the
                  standard definitions common in the securities industry in
                  North America and as such I am subject to a greater personal
                  responsibility with respect to the understanding and
                  undertaking of the investment in the Shares.

         (d)      I have been furnished and have carefully read the SEC
                  Documents and other corporate documents relating the Company.
                  Your representatives have answered all inquiries that I have
                  made of them concerning you, or any other matters relating to
                  your formation and operation and the offering and sale of the
                  Units and any other matter described in SEC Documents or the
                  other corporate documents. I am not subscribing for the Units
                  as a result of or subsequent to any advertisement, article,
                  notice or other communication published in any newspaper,
                  magazine or similar media or broadcast over television or
                  radio or presented at any seminar or meeting.

         (e)      That I have adequate means of providing for my current needs
                  and possible future contingencies and have no need, and
                  anticipate no need in the foreseeable future, to sell the
                  Units for which I subscribe. I am able to bear the economic
                  risks of this investment and, consequently, without limiting
                  the generality of the foregoing, I am able to hold the Units
                  for an indefinite period of time and have sufficient net worth
                  to sustain a loss of my entire investment in you in the event
                  such loss should occur.

         (f)      That I consider this investment a suitable investment for me,
                  even though the Securities are speculative investments the
                  involve a high degree of risk and may never have any value.

         (g)      That I have had prior experience in financial matters and
                  speculative investments.

         (h)      I have been advised to consult my own attorney, certified
                  public accountant and any other investment professional whose
                  opinion I may rely upon concerning the investment. I
                  understand that you do not assume any responsibility for the
                  tax consequences to me of any investment in you.

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SUBSCRIPTION AGREEMENT
NETMAXIMIZER COM INC.                                                   5 of 6



         (i)      I agree that you shall have the right to place stop transfer
                  notations on your books and records and to issue stop transfer
                  instructions to your transfer agent to bar the transfer of the
                  Units and the underlying securities except in accordance with
                  the 1933 Act and the rules and regulations promulgated
                  thereunder and the other restrictions on transferability
                  contained therein and in the Units and the underlying
                  securities.

         (j)      Except as otherwise indicated herein, I am the sole party in
                  interest as to my investment in you, and am acquiring the
                  Units solely for investment for my own account and have no
                  present agreement, understanding or arrangement to subdivide,
                  sell, assign, transfer or otherwise dispose of all or any part
                  of the Units subscribed for to any other person.

(5)      Accuracy of Information. All information which I have provided to the
         Company concerning my financial position and knowledge of financial and
         business matters is correct and complete as of the date set forth at
         the end hereof, and if there should be any material change in such
         information prior to acceptance of this subscription offer by the
         Company, I will immediately provide the Company with such information.

(6)      Conditions. This subscription shall become binding upon the Company and
         me only when accepted, in writing, by the board of Directors of the
         issuer.

(7)      Governing Jurisdiction. This Agreement shall be construed in accordance
         with and governed by the laws of the State of Florida, except as to the
         manner in which the subscriber elects to take title to shares in the
         Company, which shall be construed in accordance with the State of his
         principal residence.



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SUBSCRIPTION AGREEMENT
NETMAXIMIZER COM INC.                                                   6 of 6



                               SIGNATURE PAGE FOR
                             NETMAXIMIZER.COM, INC.
                             SUBSCRIPTION AGREEMENT

        By executing this signature page, I hereby swear to, adopt and agree to
all terms, conditions, representations, warranties and covenants contained in
the Subscription Agreement of which this signature page is a part.

Number of Units subscribed for: 666,666.

Subscription Amount $One Million Dollars ($1,000,000.00)



        EXECUTED on this 12th day of February, 2001.


                                                Consensus Investments Limited



                                                By:  /s/ Cueva Holder
                                                  ------------------------------
                                                  Name:
                                                  Capacity:


Address (including zip code):               Consensus Investments Limited
                                            Attn: Cueva Holder
                                            ANS Bacher House
                                            2nd Floor
                                            Shirley and East Street
                                            P.O. Box 4244
                                            Nassau Bahamas


This subscription is accepted this 12th day of February 2001.

NETMAXIMIZER COM  INC.




By:  /s/ Peter Schuster
   -----------------------------
     Peter Schuster, CFO

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