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Published: 2008-03-26

Agreement to Engage as Financial Consultants - Phoenix Group International LLC and Nettaxi Inc.



            AGREEMENT TO ENGAGE THE PHOENIX GROUP INTERNATIONAL, LLC
                    AS FINANCIAL CONSULTANTS FOR NETTAXI INC.

The Phoenix Group International, LLC ("TPGI" or the "Consultant") hereby submits
to  Nettaxi,  Inc.  ("Nettaxi"  or  the  "Company')  this  Financial  Consulting
Agreement  (the "Agreement") outlining the terms pursuant to which TPGI would be
willing  to  act as Financial Consultants to Nettaxi in the Company's efforts to
seek  additional  business/business relationships that will be of benefit to the
Company.

I.     ENGAGEMENT
       ----------
Nettaxi  hereby engages and retains TPGI as Financial Consultants to perform the
Services  (as  that  term  is  hereinafter defined) and TPGI hereby accepts such
appointment on the terms and subject to the conditions hereinafter set forth and
agrees  to  use  its  best  efforts  in  providing  such  Services.

II.  INDEPENDENT  CONTRACTOR
     -----------------------
     TPGI  shall  be,  and in all  respects  be  deemed  to be,  an  independent
     contractor  in the  performance  of its  duties  hereunder,  any law of any
     jurisdiction to the contrary notwithstanding.

     A.   TPGI shall be solely  responsible  for making all  payments  to and on
          behalf of its employees and  subcontractors,  including those required
          by law, and Nettaxi shall in no event be liable for any debts or other
          liabilities of TPGI.

     B.   TPGI shall not, by reason of this Agreement or the  performance of the
          Services,  be or  be  deemed  to  be,  an  employee,  agent,  partner,
          co-venturer or controlling  person of Nettaxi,  and TPGI shall have no
          power to enter  into any  agreement  on behalf of, or  otherwise  bind
          Nettaxi. Without limiting the foregoing, TPGI shall not enter into any
          contract or commitment on behalf of Nettaxi.

     C.   Subject  to II D below,  TPGI  shall  not have or be  deemed  to have,
          fiduciary  obligations  or  duties  to  Nettaxi  and  shall be free to
          pursue,  conduct  and carry on for its own account (or for the account
          of others) such  activities,  employments,  ventures,  businesses  and
          other   pursuits  as  TPGI  in  its  sole,   absolute  and  unfettered
          discretion, may elect.

     D.   Notwithstanding the above, no activity, employment,  venture, business
          or other  pursuit  of TPGI  during  the term of this  agreement  shall
          conflict with TPGI's obligations under this Agreement or be adverse to
          Nettaxi's interests during the term of this Agreement.

III. SERVICES
     --------
TPGI  agrees  to  provide the following, hereinafter collectively referred to as
the  "Services":

     Serve as Financial Consultants for Nettaxi, which shall include, but not be
     limited to, those  activities  outlined herein and in the Support  Services
     schedule, attached hereto and hereby incorporated as part of this Agreement
     as Exhibit B. TPGI shall: a) complete an analysis of Nettaxi's business and
     industry, and follow with a comprehensive background report that summarizes
     Nettaxi's  corporate and  financial  profile that shall be  distributed  to
     investment  professionals  and the press,  b) issue regular updates of said
     report,  (TPGI  shall  submit  the above  referenced  report  and update to
     Nettaxi  no later  than five days prior to the  proposed  release  date for
     Nettaxi's  review of factual  content as it relates to Nettaxi  and for the
     general comment(s) of Nettaxi and/or its legal counsel.  However,  analysis
     of the Company,  industry and market  conditions shall be conducted by TPGI
     in its sole  discretion  and without  bias.) c)  coordinate  with and offer
     input to, the Company's Public Relations and Investor Relation Firms in the
     development of a complete  financial public  relations  program designed to
     enable Nettaxi to establish its business objectives and broaden recognition
     of Nettaxi in the financial community in the U.S. and abroad, d) TPGI shall
     coordinate  with the  Company's  Investor  Relations  representative(s)  to
     establish a comprehensive mailing list for Nettaxi, and maintain and update
     the list as necessary,  e) utilize its commercially  reasonable  efforts to
     meet with and/or  arrange  management  meetings with,  "buy-side"  traders,
     analysts and portfolio managers, and f) utilize its commercially reasonable
     efforts to meet with and/or arrange  management  meetings with  "sell-side"
     analysts in an effort to secure additional research coverage of Nettaxi.

     A.   TPGI  acknowledges  and agrees that it is being granted  non-exclusive
          rights with respect to the Services to be provided to Nettaxi and that
          Nettaxi  is free to engage  other  parties  to  provide  services  and
          products similar to those being provided by TPGI hereunder.


     B.   Assist  Nettaxi  in  efforts  to  seek  additional   business/business
          relationships that will be of benefit to Nettaxi.

     C.   Introduce   Nettaxi  to   potential   underwriters   for  a  secondary
          underwriting  in an amount of Thirty to Fifty  Million  dollars ($30 -
          $50,000,000)  and advise Nettaxi in their  negotiations  for the terms
          and timing of said financing.

     D.   Advise Nettaxi and/or any of its affiliates in its  negotiations  with
          one or more individuals,  firms or entities (the  "Candidate(s)")  who
          may have an interest in  providing  investment  capital in the form of
          bridge financing,  private placement financing, media financing, or in
          pursuing a form of Business  Combination with Nettaxi. As used in this
          Agreement, the term "Business Combination" shall be deemed to mean any
          form of  merger,  acquisition,  joint  venture,  licensing  agreement,
          product  sales  and/or  marketing,  distribution,  combination  and/or
          consolidation, etc. involving Nettaxi and/or any of its affiliates and
          any other entity.

     E.   BEST  EFFORTS.  TPGI  shall  devote  such time and  effort as it deems
          commercially  reasonable  under the  circumstances  to the  affairs of
          Nettaxi  as is  reasonable  and  adequate  to  render  the  consulting
          services  contemplated by this agreement.  TPGI is not responsible for
          the  performance  of any  services  which  may be  rendered  hereunder
          without Nettaxi  providing the necessary  information in writing prior
          thereto,  nor shall TPGI  include any  services  that  constitute  the
          rendering of any legal  opinions or performance of work that is in the
          ordinary  purview of the  Certified  Public  Accountant.  TPGI  cannot
          guarantee  results  on  behalf  of  Nettaxi,   but  shall  pursue  all
          reasonable avenues available through its network of contacts.  At such
          time as an interest is expressed by a third party in Nettaxi's  needs,
          TPGI  shall  notify  Nettaxi  and  advise it as to the  source of such
          interest and any terms and conditions of such interest. The acceptance
          and  consumption  of any  transaction  is subject to acceptance of the
          terms  and  conditions  by  Nettaxi  in  its  sole  discretion.  It is
          understood that a portion of the compensation  paid hereunder is being
          paid  by  Nettaxi  to have  TPGI  remain  available  to  advise  it on
          transactions on an as-needed basis.

     F.   In conjunction with the Services, TPGI agrees to:
          1.   Make itself available to the officers of Nettaxi at such mutually
               agreed upon place during  normal  business  hours for  reasonable
               periods  of  time,  subject  to  reasonable  advance  notice  and
               mutually  convenient  scheduling,  for the  purpose  of  advising
               Nettaxi in the preparation of such reports, summaries,  corporate
               and/or transaction profiles,  due diligence packages and/or other
               material  and   documentation   ("Documentation")   as  shall  be
               necessary, in the opinion of TPGI, to properly present Nettaxi to
               other  entities  and  individuals  that  could be of  benefit  to
               Nettaxi.
          2.   Make  itself   available  for  telephone   conferences  with  the
               principal financial sales and/or operating  officer(s) of Nettaxi
               during normal business hours.
          3.   Advise Nettaxi's management in corporate finance, structuring the
               nature,  extent  and other  parameters  of any  private  or other
               offer(s) to be made to Candidate(s).
          4.   Advise   Nettaxi   management   in   evaluating   proposals   and
               participating in negotiations with Candidate(s).
          5.   Advise Nettaxi regarding company operations,  staffing, strategy,
               and other issues related to building shareholder value as Nettaxi
               may reasonably  request,  consistent  with the provisions of this
               Agreement.
          6.   Provide   Nettaxi  with  monthly   reports   summarizing   TPGI's
               activities  under the  terms of this  Agreement  and its  planned
               activities for the month ahead.

IV.     EXPENSES
        --------
It  is  expressly agreed and understood that each party shall be responsible for
its  own  normal  and  reasonable  out-of-pocket  expenses  which shall include:
accounting,  long  distance  communication,  and  the  printing  and  mailing of
materials,  except  as  outlined  in  Exhibit  B  hereto.

V.     COMPENSATION
       ------------
In consideration for the Services, Nettaxi agrees that TPGI shall be entitled to
compensation  as  follows:

     A.   Nettaxi shall grant and deliver to TPGI an Option to purchase:


          1.   35,000  shares of Nettaxi at $(the  closing bid price on the date
               of Agreement of terms)
          2.   22,500  shares of Nettaxi at $ (150% of the  closing bid price on
               the date of Agreement of terms)
          3.   22,500  shares of Nettaxi at $ (200% of the  closing bid price on
               the date of Agreement of terms)
          4.   22,500  shares of Nettaxi at $ (250% of the  closing bid price on
               the date of Agreement of terms)
          5.   22,500  shares of Nettaxi at $ (300% of the  closing bid price on
               the date of  Agreement  of terms)

     The Option shall be valid for a period of twenty-four  (24) months from the
     date hereof and the shares  underlying  the Option  shall  carry  piggyback
     registration rights.

     B.   If, at any time during the term of this Agreement  Nettaxi obtains any
          financing from any of the entities,  affiliations or persons TPGI, its
          employees or former employees,  agents,  representatives  advisors, or
          consultants introduces to Nettaxi,  Nettaxi will pay a finder's fee to
          TPGI. This fee shall be subject to the approval the Board of Directors
          and shall be  negotiated  in good faith by both  parties  and shall be
          consistent with commercially reasonable industry practice.

VI.  REPRESENTATIONS,  WARRANTIES  AND  COVENANTS SEC & LEGAL  COMPLIANCE.  TPGI
     --------------------------------------------------------------------
     hereby represents that it has in place policies and procedures relating to,
     and  addressing,   with  the  commercially   reasonable  intent  to  ensure
     compliance  with,   applicable  securities  laws,  rules  and  regulations,
     including, but not limited to:

          1.   The  use,  release  or  other   publication  of   forward-looking
               statements  within the meaning of Section  27A of the  Securities
               Act and Section 21E of the Exchange Act

          2.   Disclosure  requirements  outlined in Section 17B of the Exchange
               Act regarding the required  disclosure of the nature and terms of
               TPGI's  relationship  with Nettaxi in any and all TPGI literature
               or other communication(s) relating to Nettaxi, including, but not
               limited to: Research  Reports,  Press  Releases,  Publications on
               TPGI's  website,  letters to  investors  and  telephone  or other
               personal communication(s) with potential or current investors.

          TPGI further  acknowledges that by the very nature of its relationship
          with Nettaxi it will,  from time to time,  have knowledge of or access
          to  material  non-public  information  (as such term is defined by the
          Exchange Act) TPGI hereby agrees and covenants that:

          1.   TPGI will not make any purchases or sales in the stock of Nettaxi
               based on such information.

          2.   TPGI  will  utilize  its  commercially   reasonable   efforts  to
               safeguard and prevent the  dissemination  of such  information to
               third parties unless authorized in writing by Nettaxi to do so as
               may be necessary in the  performance  of its Services  under this
               Agreement.

          3.   TPGI will not,  in any way,  utilize or  otherwise  include  such
               information,  in actual form or in  substantive  content,  in its
               analysis for, preparation of or release of any TPGI literature or
               other communication(s)  relating to Nettaxi,  including,  but not
               limited to: Research  Reports,  Press  Releases,  Publications on
               TPGI's  website,  letters to  investors  and  telephone  or other
               personal communication(s) with potential or current investors.

     B.   EXECUTION. The execution,  delivery and performance of this Agreement,
          ---------
          in the time and  manner  herein  specified,  will not  conflict  with,
          result in a breach  of, or  constitute  a default  under any  existing
          agreement,  indenture,  or other instrument to which either Nettaxi or
          TPGI is a party or by which either entity may be bound or affected.

     C.   NON-CIRCUMVENTION.   Nettaxi   hereby   irrevocably   agrees   not  to
          -----------------
          circumvent,  avoid,  bypass, or obviate,  directly or indirectly,  the
          intent of this Agreement,  to avoid payment of fees in any transaction
          with any corporation,  partnership or individual introduced by TPGI to
          Nettaxi, in connection with any project,  any loans or collateral,  or
          other transaction  involving any products,  transfers or services,  or
          addition, renewal extension, rollover, amendment,  renegotiations, new
          contracts, parallel  contracts/agreements,  or third party assignments
          thereof.

     D.   TIMELY  APPRISALS.  Nettaxi  shall  use  its  commercially  reasonable
          -----------------
          efforts to keep TPGI up to date and apprised of all  business,  market
          and legal  developments  related to  Nettaxi  and its  operations  and
          management.


          1.   Accordingly,  Nettaxi  shall  provide  TPGI  with  copies  of all
               amendments,  revisions  and changes to its business and marketing
               plans,  bylaws,  articles  of  incorporation,  private  placement
               memoranda,  key contracts,  employment and consulting  agreements
               and other operational agreements.
          2.   Nettaxi  shall  promptly   notify  TPGI  of  all  new  contracts,
               agreements,  joint ventures or filings with any state, federal or
               local  administrative  agency,  including without  limitation the
               SEC,  NASD or any state  agency,  and shall  provide  all related
               documents,  including  copies of the exact  documents  filed,  to
               TPGI, including without limitation, all annual reports, quarterly
               reports  and  notices  of  change  of  events,  and  registration
               statements  filed with the SEC and any state agency,  directly to
               TPGI.
          3.   Nettaxi  shall also provide  directly to TPGI  current  financial
               statements,  including balance sheets,  income  statements,  cash
               flows and all other documents provided or generated by Nettaxi in
               the normal course of its business and requested by TPGI from time
               to time.
          4.   TPGI shall keep all  documents  and  information  supplied  to it
               hereunder  confidential as described in the section below titled,
               "CONFIDENTIAL DATA".

     E.   CORPORATE  AUTHORITY.  Both Nettaxi and TPGI have full legal authority
          --------------------
          to enter into this  Agreement  and to perform the same in the time and
          manner contemplated.

     F.   The individuals  whose signatures  appear below are authorized to sign
          this Agreement on behalf of their respective corporations.

     G.   Nettaxi will cooperate with TPGI, and will promptly  provide TPGI with
          all pertinent materials and requested information in order for TPGI to
          perform its Services pursuant to this Agreement.

     H.   When delivered, the shares of Nettaxi's Common Stock shall be duly and
          validly issued, fully paid and non-assessable.

     I.   Nettaxi  acknowledges and understands that TPGI is not a broker-dealer
          and Nettaxi may be required  to pay  additional  underwriting  fees in
          connection  with any  offerings,  underwritings  or  financings to the
          appropriate  underwriter and/or funding entity in addition to any fees
          paid to TPGI.

     J.   TPGI  represents and warrants to Nettaxi that a) it has the experience
          and ability as may be necessary  to perform all the required  Services
          with a high standard of quality,  b) all Services will be performed in
          a workmanlike  and  professional  manner,  and c) all  individuals  it
          provides to perform the Services will be  appropriately  qualified and
          subject to appropriate  agreements  concerning the protection of trade
          secrets and confidential information of Nettaxi which such persons may
          have access to over the term of this Agreement

     K.   Nettaxi  also agrees to enter into such  additional  agreements,  sign
          such additional documents, and provide such additional  certifications
          and  documentation  as may be requested by TPGI, the Escrow Agent, the
          Placement  Agent,  Underwriter  or such other  parties  related to the
          obtaining of capital for Nettaxi on such terms as may be acceptable to
          Nettaxi and TPGI.

     L.   Until termination of the engagement, Nettaxi will notify TPGI promptly
          of the  occurrence  of any event,  which might  materially  affect the
          condition (financial or otherwise), or prospects of Nettaxi.

     M.   Nettaxi  also  agrees to  provide  on a monthly  basis,  a summary  of
          current  shareholders  of Nettaxi's  stock,  and shall deliver monthly
          Depository Trust  Corporation  (DTC)  shareholder  summary sheets,  or
          other such  information  as  requested by TPGI to be delivered to TPGI
          within seven (7) days.

VII. TERM AND TERMINATION The term of this Agreement shall be two years from the
     --------------------
     date of execution.

VIII. CONFIDENTIAL DATA
      -----------------

     A.   TPGI shall not  divulge to others,  any trade  secret or  confidential
          information,  knowledge,  or  data  concerning  or  pertaining  to the
          business  and affairs of Nettaxi,  obtained by TPGI as a result of its
          engagement hereunder,  unless authorized,  in writing by Nettaxi. TPGI
          represents and warrants that it has established  appropriate  internal
          procedures  for   protecting   the  trade  secrets  and   confidential
          information of Nettaxi, including, without limitation, restrictions on
          disclosure of such  information to employees and other persons who may
          be engaged in rendering  services to any person,  firm or entity which
          may be competitor of Nettaxi.


     B.   Nettaxi shall not divulge to others,  any trade secret or confidential
          information,  knowledge,  or  data  concerning  or  pertaining  to the
          business and affairs of TPGI,  obtained as a result of its  engagement
          hereunder, unless authorized, in writing, by TPGI.

     C.   TPGI shall not be required in the performance of its duties to divulge
          to Nettaxi,  or any officer,  director,  agent or employee of Nettaxi,
          any secret or confidential information,  knowledge, or data concerning
          any other person,  firm or entity (including,  but not limited to, any
          such person,  firm or entity  which may be a  competitor  or potential
          competitor of Nettaxi)  which TPGI may have or be able to obtain other
          than as a result of the relationship established by this Agreement.

IX.  OTHER MATERIAL TERMS AND CONDITIONS:
     -----------------------------------

     A.   INDEMNITY. The parties hereto agree to provide indemnification to each
          ---------
          other  according to the provisions  attached  hereto as Exhibit A (the
          "Indemnification Provisions").

     B.   PROVISIONS. Neither termination nor completion of the assignment shall
          ----------
          affect  the  provisions  of this  Agreement,  and the  Indemnification
          Provisions which are incorporated herein, which shall remain operative
          and in full force and effect.

     C.   ADDITIONAL  INSTRUMENTS.  Each of the parties shall from time to time,
          -----------------------
          at the  request of others,  execute,  acknowledge  and  deliver to the
          other party any and all  further  instruments  that may be  reasonably
          required  to give  full  effect  and force to the  provisions  of this
          Agreement.

     D.   ENTIRE  AGREEMENT.  Each of the  parties  hereby  covenants  that this
          -----------------
          Agreement,  together  with the  exhibits  attached  hereto as  earlier
          referenced,  is intended to and does contain and embody  herein all of
          the  understandings  and  agreements,  both  written  or oral,  of the
          parties hereby with respect to the subject  matter of this  Agreement,
          and that there exists no oral agreement or understanding  expressed or
          implied  liability,  whereby  the  absolute,  final and  unconditional
          character  and  nature  of  this   Agreement   shall  be  in  any  way
          invalidated,  empowered  or  affected.  There are no  representations,
          warranties or covenants other than those set forth herein.

     E.   LAWS OF THE STATE OF CALIFORNIA.  This Agreement shall be deemed to be
          -------------------------------
          made in,  governed  by and  interpreted  under  and  construed  in all
          respects  in  accordance  with  the laws of the  State of  California,
          irrespective  of the  country or place of  domicile  or  residence  of
          either  party.  In  the  event  of  controversy  arising  out  of  the
          interpretation, construction, performance or breach of this Agreement,
          the parties hereby agree and consent to the  jurisdiction and venue of
          the District or County Court of San Francisco County,  California,  or
          the United States  District Court for the District of California,  and
          further agree and consent that personal service or process in any such
          action  or  proceeding  outside  of the  State of  California  and San
          Francisco  County shall be  tantamount to service in person within San
          Francisco  County,  California and shall confer personal  jurisdiction
          and venue upon either of said Courts.

     F.   ASSIGNMENTS.  The  benefits  of  the  Agreement  shall  inure  to  the
          -----------
          respective  successors  and assignees of the parties hereto and of the
          indemnified  parties  hereunder and their  successors  and assigns and
          representatives,  and the obligations and liabilities  assumed in this
          Agreement by the parties hereto shall be binding upon their respective
          successors  and assigns;  provided that the rights and  obligations of
          Nettaxi under this Agreement may not be assigned or delegated  without
          the prior written  consent of TPGI, and any such purported  assignment
          shall be null and void. Notwithstanding the foregoing, TPGI may assign
          any portion of its  Compensation  as outlined herein to its employees,
          affiliates, sub-contractors or subsidiaries in its sole discretion.

     G.   ORIGINALS.   This   Agreement   may  be  executed  in  any  number  of
          ---------
          counterparts,  each of which so  executed  shall be deemed an original
          and  constitute  one and the same  agreement.  Facsimile  copies  with
          signatures shall be given the same legal effect as an original.

     H.   ADDRESSES  OF  PARTIES.  Each party  shall at all times keep the other
          ----------------------
          informed of its  principal  place of business if  different  from that
          stated  herein,  and shall  promptly  notify the other of any  change,
          giving the address of the new place of business or residence.

     I.   NOTICES.  All notices that are required to be or may be sent  pursuant
          -------
          to the provision of this  Agreement  shall be sent by certified  mail,
          return receipt requested,  or by overnight package delivery service to
          each of the parties at the addresses appearing herein, and shall count
          from the date of mailing or the validated air bill.


     J.   MODIFICATION  AND  WAIVER.  A  modification  or  waiver  of any of the
          -------------------------
          provisions  of  this  Agreement  shall  be  effective  only if made in
          writing and -- - executed with the same  formality as this  Agreement.
          The failure of any party to -- insist upon strict  performance  of any
          of the provisions of this Agreement shall not be construed as a waiver
          of any  subsequent  default  of the same or  similar  nature or of any
          other nature.

     K.   INJUNCTIVE RELIEF.  Solely by virtue of their respective  execution of
          -----------------
          this Agreement and in  consideration  for the mutual covenants of each
          other, Nettaxi and TPGI hereby agree, consent and acknowledge that, in
          the  event of a breach of any  material  term of this  Agreement,  the
          non-breaching  party will be without adequate  remedy-at-law and shall
          therefore,  be entitled to immediately  redress any material breach of
          this  Agreement  by temporary  or  permanent  injunctive  or mandatory
          relief obtained in an action or proceeding  instituted in the District
          or County Court of San  Francisco  County,  State of California or the
          United States  District  Court for the District of California  without
          the  necessity of proving  damages and without  prejudice to any other
          remedies which the  non-breaching  party may have at law or in equity.
          For the  purposes  of this  Agreement,  each party  hereby  agrees and
          consents that upon a material  breach of this  Agreement as aforesaid,
          in  addition  to  any  other  legal  and/or  equitable  remedies,  the
          non-breaching  party may present a conformed copy of this Agreement to
          the  aforesaid  courts and shall thereby be able to obtain a permanent
          injunction enforcing this Agreement or barring, enjoining or otherwise
          prohibiting  the other party from  circumventing  the express  written
          intent of the parties as enumerated in this Agreement.

     L.   ATTORNEY'S  FEES. If any  arbitration,  litigation,  action,  suit, or
          ----------------      
          other  proceeding is  instituted  to remedy,  prevent or obtain relief
          from a breach  of this  Agreement,  in  relation  to a breach  of this
          Agreement  or  pertaining  to  a  declaration  of  rights  under  this
          Agreement,   the  prevailing  party  will  recover  all  such  party's
          attorneys' fees incurred in each and every such action,  suit or other
          proceeding,  including any and all appeals or petitions therefrom.  As
          used in this Agreement,  attorneys' fees will be deemed to be the full
          and actual cost of any legal services actually performed in connection
          with the matters  involved,  including  those related to any appeal or
          the  enforcement of any judgment  calculated on the basis of the usual
          fee charged by attorneys performing such services.


If  you  are in agreement with the foregoing, please execute and return one copy
of  this letter to the undersigned.  Thank you.  We look forward to working with
you.

APPROVED  AND  AGREED:

The Phoenix Group International, LLC.        Nettaxi,  Inc.


__________________________                   /s/  Robert  Rositano,  Jr.
                                             ---------------------------
By  Paul  B.  Abramson,  Jr.                 By:
Its  President                               Its:

_____________________                        6/29/99
Date  of  execution                          Date  of  execution