Let me explain the subnetting. On your router, you have a /27 subnet set up for the Ethernet which is large enough for the router, the Max, and the 24 addresses in your pool. But the router thinks all of those addresses will be used on the Ethernet. Instead of routing the packets to the Max, it does an ARP request on the Ethernet. Since the dialup customers aren't really on the Ethernet, they don't see it. There are two ways to make it work. One is with Proxy ARP, which is how it is set up here and probably on every other terminal serer you have. The Max sees the ARP request described above, and answers on behalf of the dialup customer using the MAC address of the Max. Then the router can deliver the packet to the Max, which will then route it to the dialup user. This isn't really the way routing is supposed to work ... it's pretty lame, in fact. But it works. In fact most small ISPs tend to set it up this way because it means they don't have to understand routing. The other way is to actually route a block (or two) to the Max. A static route on the router for a /28 and a /29 will add up to 24 addresses. Instead of having your IP pools overlap your Ethernet, you would set up a smaller subnet for your Ethernet (a /30 would work), and seperate blocks for your pool. When I set up a remote POP, I normally assign a /26, which gives me a /28 for the Ethernet (allowing plenty of expansion or other devices on the Ethernet) and 48 addresses for the modems in the Max.