Development and License Agreement - Nettaxi Online Communities Inc. and eBay Inc.


                        NETTAXI ONLINE COMMUNITIES, INC.
                        DEVELOPMENT AND LICENSE AGREEMENT

     THIS  NETTAXI  ONLINE  COMMUNITIES  DEVELOPMENT  AND  LICENSE  AGREEMENT,
including  the  Exhibits  (the  "Agreement"),  effective  as  of  May, 1999 (the
"Effective  Date"),  is  hereby  entered  into  by  and  among  Nettaxi  Online
Communities, Inc., a Delaware corporation having principal offices at 2165 South
Bascom  Avenue,  Campbell,  California  95008  ("Nettaxi")  and eBay, a Delaware
corporation,  having  principal  offices at 2005 Hamilton Avenue, Suite 350, San
Jose,  California  95125  ("eBay").

1.     DEFINITIONS.
1.1     "Artwork" means the custom artwork for the eBay Product sleeves prepared
     by  Nettaxi.

1.2     "Character"  means  a  distinct  and identifiable personality, animal or
entity  of  a  party  or  its  licensors  which  is  contained  on a Storyboard.

1.3     "eBay  Competitor"  means  any  entity  providing  an  Internet
person-to-person  auction  service  or  any  such  similar  service.

1.4     "eBay  Content"  means  all  content  or  information (including without
limitation  any  text,  music,  sound,  photographs,  video,  graphics,  data or
software),  in any medium, provided by eBay for use in conjunction with the eBay
Tutorial.  "eBay  Content"  does  not  include  the  Storyboard.

1.5     "eBay  Product"  means the CD-ROMs containing the elements enumerated in
the  Statement  of  Work.

1.6     "eBay  Trademarks"  means  the  trademarks, services marks, logos, trade
names,  domain name, and slogans of eBay designated by eBay for Nettaxi's use in
conjunction  with  Nettaxi's  performance  under  this  Agreement.

1.7     "eBay  Tutorial"  means the tutorial program designed, written, prepared
and  delivered  by  Nettaxi  from  the  Storyboard,  which  for purposes of this
Agreement,  constitutes  a  file,  within  a  larger  training program, commonly
referred  to  as  "Internet  in  the  City."

1.8     "Golden  Master"  means  a version of the eBay Product from which copies
can  be  made.

1.9     "Intellectual  Property  Rights"  means all current and future worldwide
patents  and  other patent rights, utility models, copyrights, mask work rights,
trade  secrets,  trademark,  and  all other intellectual property rights and the
related  documentation  or  other  tangible  expression  thereof.


1.10     "Nettaxi  Content"  means all content or information (including without
limitation  any  text,  music,  sound,  photographs,  video,  graphics,  data or
software,  Characters),  in  any  medium, provided by Nettaxi displayed on or in
conjunction  with  the  Products,  other  than  the  Storyboard.

1.11     "Nettaxi  Product" means the CD-ROMs containing the elements enumerated
in Exhibit A including but not limited to Nettaxi's "Internet the City" Product.

1.12     "Nettaxi Trademarks" means the trademarks, services marks, logos, trade
     names, domain name, and slogans of Nettaxi designated by Nettaxi for eBay's
use  in  conjunction  with  eBay's  performance  under  this  Agreement.

1.13     "Products"  shall  mean  collectively, the eBay Product and the Nettaxi
Product.

1.14     "Registered  User"  means  a  user  who completes the eBay registration
process  by  confirming  his  or her registration with an eBay-supplied password
sent  to  such  user  by  email.

1.15     "Software"  means  software of Nettaxi or its licensors included in the
Products.

1.16     "Specifications" means the Specification for the Products enumerated in
     Exhibit  A  and  any  other  Specification for the Products to be developed
under  the  terms  of  this Agreement as set forth in the Statement of Work. The
Specifications  shall  comply with the following general product description:  a
short  form  version of Internet the City containing: (i) a custom designed eBay
building  with  the eBay logo prominently displayed within the "City", linked to
the  eBay  Tutorial; (ii) a general description of the manner in which Nettaxi's
services  can  enhance  an  end user's use of the eBay services; (iii) a NETTAXI
Building  with corresponding tutorial program designed to familiarize users with
the  services  offered  by  NETTAXI;  (iv) a World Wide Web Building designed to
familiarize users with the basic functions and protocol of the Internet; and (v)
and  internet  service  provider  bundle.  It  is also anticipated that the eBay
building,  eBay  logo  and  linked eBay Tutorial will be included in the Nettaxi
Product.

1.17     "Statement  of  Work" shall mean the information set forth in Exhibit A
(other  than  the  Specifications).

1.18     "Storyboard"  means eBay's artwork, verse content, and storyboard for a
tutorial  about  the eBay site and the functions available on such site, and any
copy,  Characters,  scripting  and  other  works of authorship included therein.

2.     DEVELOPMENT.

2.1     STORYBOARD.  On or before May 21, 1999, eBay shall deliver ideas for the
     Storyboard  to  Nettaxi.


2.2     DEVELOPMENT.  Using  the  Storyboard,  Nettaxi  will  develop  the  eBay
Tutorial  and  the Artwork in accordance with the Specifications, which shall be
mutually  developed by the parties, and the Statement of Work. In the event that
the  parties  are  unable  to  mutually  agree  upon  the  development  of  the
Specifications,  eBay  may,  in  its  sole  discretion,  elect  to terminate the
Agreement and refund to Nettaxi any amounts actually paid to Nettaxi pursuant to

     Section  7  of  this  Agreement.

2.3     CHANGES.  If  during  development,  eBay proposes in writing a change to
the  Statement  of Work or the Specifications, Nettaxi agrees to attempt in good
faith  to  make such changes.  In the event any such change materially increases
Nettaxi's development costs hereunder or requires a modification to the schedule

     for  development,  eBay  and  Nettaxi  shall  negotiate  in  good faith for
adjustment  to  the  development  charges  payable by eBay to Nettaxi and to the
schedule  for  development.

2.4     OWNERSHIP.

(A)     OWNERSHIP  BY  NETTAXI. Nettaxi shall own all right, title, and interest
in the Nettaxi Content, Nettaxi's Characters, the Software, the product designed
     and  developed  by Nettaxi commonly referred to as "Internet the City", the
Nettaxi  Trademarks, and any derivatives, improvements or modifications thereof,
and  all  Intellectual  Property  Rights  therein  (collectively,  the  "Nettaxi
Property").  eBay shall execute such documents, render such assistance, and take
such  other  action  as Nettaxi may reasonably request, at Nettaxi's expense, to
apply  for,  register,  perfect,  confirm,  and  protect Nettaxi's rights to the
Nettaxi  Property.

(B)     OWNERSHIP  BY EBAY. eBay shall own all right, title, and interest in the
eBay  Content,  the  eBay  Trademarks,  the  Storyboard,  the  Artwork, the eBay
Tutorial,  and  any  derivatives,  improvements or modifications thereof and all
Intellectual  Property  Rights therein, excluding the Nettaxi Property.  Nettaxi
shall execute such documents, render such assistance, and take such other action
     as  eBay  may  reasonably request, at eBay expense, to apply for, register,
perfect, confirm, and protect eBay's rights as set forth in this Section 2.4(b).

3.     ACCEPTANCE.

3.1     EBAY  TUTORIAL.  When completed, Nettaxi shall deliver the eBay Tutorial
to  eBay  to  test  whether,  in  eBay's  reasonable opinion, the completed eBay
Tutorial  conforms  to  the Storyboard and the Specifications. The eBay Tutorial
shall  not  be  deemed  to be approved by eBay unless eBay gives Nettaxi written
notice  of such approval.  However, if no notice of approval is delivered within
twenty  (20)  days,  it shall be deemed accepted.  If eBay rejects the completed
eBay  Tutorial,  eBay shall provide a notice of rejection specifying the reasons
for  rejection.  Nettaxi  shall  use commercially reasonable efforts to promptly
redeliver the corrected eBay Tutorial to eBay for acceptance testing pursuant to
     the  process  described  in  this Section 3.1 until approved. Once the eBay
Tutorial  is  approved,  Nettaxi  shall  use  commercially reasonable efforts to
diligently  implement its obligations under the Statement of Work to develop and
manufacture  the  Products.



3.2     EBAY PRODUCT.  When completed, Nettaxi shall deliver the eBay Product to
     eBay  to  test  whether,  in  eBay's reasonable opinion, the completed eBay
Product  substantially  conforms  to  the  Specifications  and  any  applicable
Statement  of  Work. The eBay Product shall not be deemed to be approved by eBay
unless eBay gives Nettaxi written notice of such approval. However, if no notice
of  approval  is delivered within twenty (20) days, it shall be deemed accepted.
If  eBay  rejects  the  completed  eBay  Product, eBay shall provide a notice of
rejection  specifying  the reasons for rejection. Nettaxi shall use commercially
reasonable  efforts to promptly redeliver the corrected eBay Product to eBay for
acceptance  testing  pursuant to the process described in this Section 3.2 until
approved.  Once  the  eBay  Product  is approved, Nettaxi shall use commercially
reasonable  efforts  to diligently implement its obligations under the Statement
of  Work  to  manufacture  the  eBay  Product.

3.3     CUSTOM  ARTWORK. Nettaxi shall deliver to eBay the Artwork for approval.
The Artwork shall not be deemed to be approved by eBay unless eBay gives Nettaxi
     written  notice  of  such  approval.  However,  if no notice of approval is
delivered  within twenty (20) days, it shall be deemed accepted. If eBay rejects
the Artwork, eBay shall provide a notice of rejection specifying the reasons for
rejection.  Nettaxi  shall  use  commercially  reasonable  efforts  to  promptly
redeliver  the  corrected Artwork to eBay for acceptance testing pursuant to the
process  described  in  this  Section  3.3  until  approved. Once the Artwork is
approved,  Nettaxi  shall; (a) use commercially reasonable efforts to diligently
implement its obligations under the Statement of Work to develop and manufacture
the Products, (b) not use the Artwork without eBay's prior approval, and (c) not
change  the  Artwork  in  any  way  without  eBay's  prior  written  approval.

4.     IMPLEMENTATION.

4.1     SHIPMENT  AND  EXPENSES.  Shipment  of the eBay Product shall be made to
eBay  at  an address specified in writing by eBay.  Nettaxi shall bear all costs
and  expenses  related to manufacturing the Products.  All eBay Product shall be
delivered  DDP  eBay's  facilities.

4.2     ORDER  QUANTITIES.

(A)     INITIAL ORDER QUANTITY.  Nettaxi will provide 150,000 copies of the eBay
     Product  ("Initial  Order  Quantity")  to eBay at no charge, within 90 days
following eBay's approval of the eBay Product ("Initial Order Quantity Period").
During  the  Initial  Order  Quantity  Period, Nettaxi shall deliver to eBay the
amount  of  copies  of the Initial Order Quantity that eBay shall request within
thirty  (30)  days  of  any  such  request.

(B)     ADDITIONAL  ORDER QUANTITIES.  After the Initial Order Quantity has been
delivered  to  eBay,  eBay may order, and Nettaxi shall deliver, such reasonable
quantities of additional eBay Product as eBay may require in the quantity and on
     the  schedule  described on any purchase order submitted by eBay to Nettaxi
("Purchase  Order").  All  Purchase  Orders  are  hereby  accepted  by  Nettaxi.



(C)     PURCHASE  ORDERS.

(I)     Purchase  Orders  shall  be governed by the terms of this Agreement, and
nothing  contained in any such Purchase Order shall in any way modify such terms
of  purchase  or add any additional terms or conditions.  Any such additional or
inconsistent  terms  shall  be  deemed  rejected.

(II)     In  the  event  that Nettaxi notifies eBay that it is unable to fulfill
any  eBay  order  (subsequent  to delivery of the Initial Order Quantity) or any
eBay order remains unfulfilled for a period of 30 days (unless eBay, in its sole
     discretion,  agrees  in writing to extend this 30 day period) eBay shall be
entitled  to  receive  a  copy  of  the  Golden  Master  of  the  eBay  Product.

4.3     NONCONFORMING DELIVERIES.  If, at any time, eBay determines that an eBay
     Product  delivered by Nettaxi does not conform to the Specifications or the
terms  of  this  Agreement,  is  on  defective  media,  or  otherwise  is  not
distributable by eBay, eBay may return such Product to Nettaxi at Nettaxi's sole
expense  and,  within  5  days,  Nettaxi shall redeliver an equivalent number of
conforming  replacement  eBay  Product  to  eBay  DDP  eBay's  facility.

5.     LICENSE  GRANTS.

5.1     EBAY  LICENSE  TO  NETTAXI.  Subject to the terms and conditions of this
Agreement, eBay hereby grants to Nettaxi a nonexclusive, worldwide, royalty-free
     right  to  (a)  use,  reproduce,  distribute,  create  derivative works of,
publicly  perform,  publicly display and digitally perform the Storyboard solely
to transform such Storyboard into the eBay Tutorial and to reproduce, distribute
(through multiple tiers of distribution), publicly perform, publicly display and
digitally perform the eBay Tutorial only as incorporated on the Products, (b) to
use,  reproduce,  distribute,  create  derivative  works  of,  publicly perform,
publicly  display  and  digitally perform any Characters owned by eBay solely as
necessary  to  exercise  the  rights  granted  in clause (a) above; and (c) use,
reproduce,  distribute  (through  multiple  tiers  of  distribution),  create
derivative  works  of,  publicly perform, publicly display and digitally perform
the  eBay  Content  and  Artwork  solely in conjunction with the Products and in
accordance  with  the  Specifications.

5.2     NETTAXI  LICENSE  TO  EBAY.  Subject to the terms and conditions of this
Agreement,  Nettaxi  hereby  grants eBay a nonexclusive, worldwide, royalty-free
right  (a) to use, reproduce (only in the event eBay is given the Golden Master)
and  distribute  (through  multiple  tiers  of  distribution), publicly display,
publicly  perform,  digitally  perform the eBay Product; (b) to use, distribute,
create  derivative  works  of,  publicly perform, publicly display and digitally
perform the eBay Tutorial; and (c) to use and distribute (through multiple tiers
     of  distribution)  Nettaxi's Characters solely in conjunction with the eBay
Tutorial.

5.3     RESTRICTIONS.  Characters  shall  be  used  substantially  in  the  form
provided  to  the other party and without material modification.  eBay shall not
reverse  engineer,  decompile  or  disassemble  the  eBay  Product  or use other
techniques  to  derive  the  trade secrets embedded in the eBay Product. Nettaxi
agrees that only the approved version of the eBay Tutorial may be distributed by
Nettaxi  in  conjunction  with  the  Nettaxi  Product.

5.4     CONTENT STANDARDS.  eBay shall not provide any eBay Content, and Nettaxi
     shall  not  provide  any  content in the eBay Tutorial (other than the eBay
Content)  Nettaxi  Content,  that:  (a)  infringes  any intellectual property or
publicity/privacy  right; (b) violates any law or regulation; (c) is defamatory,
obscene,  harmful  to  minors  or  child pornographic; (d) contains any viruses,
Trojan  horses,  worms,  time  bombs,  cancelbots  or other computer programming
routines  that  are  intended  to  damage,  detrimentally  interfere  with,
surreptitiously  intercept  or  expropriate  any  system,  data  or  personal
information;  or  (e)  is  materially  false,  misleading  or  inaccurate.

5.5     PROPRIETARY  RIGHTS  NOTICES.  All  copies  of  the  eBay Tutorial shall
contain  the  proprietary  rights  notices  of  both parties in a location to be
mutually  determined.

5.6     SUBLICENSING.  Except  where  permitted under this Agreement, the rights
granted  herein  are  not  sublicenseable.  Notwithstanding  the  foregoing:

(I)     In the event that Nettaxi delivers to eBay the Golden Master of the eBay
     Product as provided for in Section 4.2(c) of this Agreement, Nettaxi hereby
grants  to  eBay the right to sublicense its right to reproduce the eBay Product
solely  for the purposes of granting such right to a third party manufacturer to
reproduce  the  eBay  Product  for  delivery  to  eBay.

(II)     eBay  grants  to Nettaxi the right to sublicense its right to reproduce
the  eBay  Tutorial  solely  for  the purposes of granting such right to a third
party  manufacturer  to  reproduce  the  Products  for  delivery  to  Nettaxi.

6.     TRADEMARKS.

6.1     LICENSE GRANT FROM NETTAXI.  Subject to the terms and conditions of this
     Agreement,  Nettaxi  hereby  grants  to  eBay  the worldwide, nonexclusive,
royalty-free  right  to  use  the  Nettaxi  Trademarks  in  conjunction with the
marketing  of  the  eBay  Product.

6.2     LICENSE  GRANT  FROM  EBAY.  Subject to the terms and conditions of this
Agreement,  eBay  hereby  grants  to  Nettaxi  the  worldwide,  nonexclusive,
royalty-free  right  to  use  the  eBay  Trademarks only in conjunction with the
marketing  of  the  Nettaxi  Product.

6.3     TRADEMARK  RESTRICTIONS.  The  owner of a Trademark (defined as the eBay
Trademark  and  the Nettaxi Trademark, collectively) may terminate the foregoing
trademark  license  if,  in its reasonable discretion, the licensee's use of the
Trademarks  tarnishes,  blurs  or  dilutes  the  quality  associated  with  the
Trademarks  or  the  associated goodwill and such problem is not cured within 10
days  of  notice of breach; alternatively, instead of terminating the license in
total,  the  owner may specify that certain uses by the licensee may not contain
the  Trademarks.  Title  to and ownership of the owner's Trademarks shall remain
with  the  owner.  The  licensee  shall  use  the Trademarks exactly in the form
provided  and  in  conformance  with any trademark usage policies.  The licensee
shall  not  take  any  action  inconsistent  with  the  owner's ownership of the
Trademarks,  and  any  benefits  accruing  from  use  of  such  Trademarks shall
automatically  vest  in  the owner.  The licensee shall not form any combination
marks  with  the  other  party's  Trademarks.

7.     PAYMENT

7.1     DEVELOPMENT COSTS.  eBay shall pay Nettaxi $50,000 on the Effective Date
     of  this  Agreement  for  Nettaxi's  development  of  the  eBay  Tutorial.

7.2     EBAY  PRODUCT  COSTS. For any amount of the eBay Product ordered by eBay
above  the  Initial  Order  Quantity,  eBay agrees to pay Nettaxi $.75 per unit.

7.3     REGISTERED  USER  FEE.
(A)     Except  as  specified  below  in  Section 7.3(b), eBay shall pay Nettaxi
$10.00  for  each  Registered  User  (the "Bounty") that registers by way of the
unique  URL  on  the  Nettaxi  Product  distributed  by Nettaxi.  eBay shall pay
Nettaxi  $2.00  for each Registered User that registers by way of the unique URL
on  the  eBay  Product  distributed  by  eBay. All Bounty payments shall be made
within  30  days  following  the  end  of  a  calendar  quarter.
(B)     In  no  event  shall eBay owe a Bounty (i) for Registered Users who have
one  or  more  existing  accounts  with eBay, or (ii) for Registered Users whose
accounts  are  terminated  by  eBay within 90 days following their registration.
7.4     TAXES.  All  payments  made  by  eBay include, and Nettaxi shall pay all
sales,  use  and  other  taxes  associated  with such payments or related to the
parties' performance of their obligations or exercise of their rights under this
     Agreement,  excluding  taxes  based  on  eBay's  net  income.
8.     RECORDS  AND  AUDITS.
eBay  shall  maintain  accurate records with respect to the number of Registered
Users  and  the source URL's of the Registered Users.  Nettaxi may, upon no less
than 30 days prior written notice to eBay and not more than once per year, cause
an  accountant  to  inspect  the foregoing records during eBay's normal business
hours.  If  an audit requested by Nettaxi reveals that eBay has underreported by
10%  or  more  for  any  audited  period  of  time,  eBay  shall pay Nettaxi all
reasonable  costs  and  expenses  incurred  by Nettaxi in conducting such audit,
including,  but not limited to, any amounts paid to any auditor or attorney and,
in  addition,  make  the  underreported payments or refund pro rata based on the
underreported  performance,  as  applicable.
9.     EXCLUSIVITY.
9.1     During  the  term  of  this  Agreement:
(A)     Nettaxi's  license grant with respect to any Nettaxi Content on the eBay
Product shall be exclusive as to eBay with respect to any other Internet auction
     site.
(B)     Nettaxi's  license  grant  to eBay for any Nettaxi Intellectual Property
Rights  contained  in  the  eBay  Tutorial  shall  be  exclusive in the field of
tutorials  for  Internet  auction  sites.



10.     TERM  AND  TERMINATION.
10.1     TERM.  This  Agreement  shall  commence on the Effective Date and shall
continue  for 3 years, unless earlier terminated as provided in this Section 10.
     Thereafter  the  parties  may  mutually  agree  to renew this Agreement for
additional  1  year  terms.
10.2     TERMINATION  FOR  BREACH.  Either  Nettaxi  or  eBay may terminate this
Agreement if the other party materially breaches this Agreement and such failure
     continues  for  a  period  of thirty (30) days following receipt of written
notice  thereof  by  the  breaching  party.
10.3     EFFECTS  OF  TERMINATION.  Upon  expiration  or  termination:
(A)     All  licenses  granted  hereunder  shall  terminate;  however,  eBay may
continue  to distribute the eBay Product for as long as necessary to deplete its
inventory.
(B)     Nettaxi  shall  only  be  obligated  to  deliver, and eBay shall only be
obligated  to pay for, those quantities of eBay Product which are the subject of
any  Purchase Order that Nettaxi has accepted in writing; provided that eBay may
continue  to distribute the eBay Product for as long as necessary to deplete its
inventory.
(C)     All  obligations  of  eBay to pay Nettaxi any Bounty pursuant to Section
7.3  of  this  Agreement  shall  be  terminated.
10.4     SURVIVAL.  Sections  1,  2.4,  10.3, 10.4, 12, 14, and 15 shall survive
termination  of  this  Agreement.
11.     WARRANTIES.
11.1     PERFORMANCE OF SERVICES.  Nettaxi warrants that (a) it, and each of the
     subcontractors  that  it uses to provide and perform the services set forth
in  the  Statement  of  Work  ("Services"),  will  have the necessary knowledge,
skills,  experience,  qualifications  and  resources  to provide and perform the
Services  in  accordance  with  this  Agreement;  and  (b)  the Services will be
performed  in  a  diligent,  workmanlike  manner which meets or exceeds industry
standards  applicable  to  the  performance  of  such  services.
11.2     OPERATION.  Nettaxi  warrants  that  the  Products shall conform to the
Specifications.



11.3     DISCLAIMER.  EXCEPT  AS  OTHERWISE  EXPRESSLY STATED HEREIN, EACH PARTY
PROVIDES  ALL  MATERIALS AND SERVICES TO THE OTHER PARTY "AS IS," AND EACH PARTY
DISCLAIMS  ALL  WARRANTIES  AND  CONDITIONS,  EXPRESS,  IMPLIED  OR  STATUTORY,
INCLUDING  WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT,
MERCHANTABILITY  AND  FITNESS  FOR  A  PARTICULAR  PURPOSE.  EXCEPT AS OTHERWISE
EXPRESSLY  STATED  HEREIN,  NETTAXI  DOES  NOT WARRANT THAT THE PRODUCTS OPERATE
UNINTERRUPTED  OR  ERROR-FREE.  Each  party acknowledges that it has not entered
into this Agreement in reliance upon any warranty or representation except those
     specifically  set  forth  herein.
12.     INDEMNIFICATION.
Each  party  (the  "Indemnifying  Party")  shall  indemnify the other party (the
"Indemnified  Party")  against  any  and all claims, losses, costs and expenses,
including reasonable attorneys' fees, which the Indemnified Party may incur as a
result  of  claims  in  any  form by third parties arising from the Indemnifying
Party's acts, omissions or misrepresentations to the extent that the Indemnified
Party  is deemed a principal of the Indemnifying Party.  In addition, eBay shall
indemnify  Nettaxi  against  any  and  all  claims,  losses, costs and expenses,
including  reasonable  attorneys'  fees,  which Nettaxi may incur as a result of
claims  in  any  form  by third parties arising from eBay Content.  In addition,
Nettaxi  shall  indemnify  eBay  against  any  and all claims, losses, costs and
expenses, including reasonable attorneys' fees, which eBay may incur as a result
of  claims  in  any  form  by third parties arising from the Products (excluding
those  attributable  to eBay Content.  The foregoing obligations are conditioned
on  the  Indemnified  Party:  (i)  giving  the  Indemnifying Party notice of the
relevant  claim,  (ii)  cooperating  with  the  Indemnifying  Party,  at  the
Indemnifying Party's expense, in the defense of such claim, and (iii) giving the
Indemnifying  Party  the right to control the defense and settlement of any such
claim,  except  that  the Indemnifying Party shall not enter into any settlement
that  affects the Indemnified Party's rights or interest without the Indemnified
Party's  prior  written approval.  The Indemnified Party shall have the right to
participate  in  the  defense  at  its  expense.
13.     COMPLIANCE  WITH  LAWS.
At  its  own  expense,  Nettaxi  shall  comply  with  all  applicable  laws  and
regulations  regarding  the performance of its obligations under this Agreement.



14.     LIMITATION  OF  LIABILITY.
IN  NO  EVENT  SHALL  EITHER  PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF
PROFITS  OR  FOR  INDIRECT,  SPECIAL,  INCIDENTAL,  EXEMPLARY,  PUNITIVE  OR
CONSEQUENTIAL  DAMAGES  OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING,
WITHOUT  LIMITATION,  NEGLIGENCE),  WARRANTY,  GUARANTEE  OR  ANY OTHER LEGAL OR
EQUITABLE  GROUNDS,  EVEN  IF  SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH  DAMAGES.  NEITHER  PARTY  SHALL  MAKE REPRESENTATIONS OR WARRANTIES TO ANY
REGISTERED USER OR THIRD PARTY ON BEHALF OF THE OTHER PARTY AND IN NO EVENT WILL
EITHER  PARTY  BE  LIABLE  TO THE OTHER PARTY FOR ANY REPRESENTATION OR WARRANTY
MADE  TO  ANY  REGISTERED  USER  OR  THIRD  PARTY  BY  THE  OTHER  PARTY.
EXCEPT  WITH  RESPECT  TO SECTION 12, IN NO EVENT SHALL EITHER PARTY'S LIABILITY
UNDER  THIS  AGREEMENT  EXCEED  THE  AMOUNTS  ACTUALLY  PAID  BY EBAY TO NETTAXI
HEREUNDER.
15.     GENERAL  PROVISIONS.
15.1     GOVERNING  LAW.  This  Agreement  will  be  governed  and  construed in
accord-ance  with  the  laws of the State of California without giving effect to
conflict  of  laws  principles.  Both parties submit to personal jurisdiction in
California  and  further  agree  that  any  cause  of  action arising under this
Agreement  shall  be  brought  in  a  court  in  Santa Clara County, California.
15.2     SEVERABILITY; HEADINGS.  If any provi-sion herein is held to be invalid
     or  unenforceable for any reason, the remaining provisions will continue in
full  force without being impaired or invalidated in any way.  The parties agree
to  replace  any  invalid  provision  with  a  valid provision that most closely
approximates  the intent and economic effect of the invalid provision.  Headings
are  for  reference  purposes  only  and  in  no  way define, limit, construe or
describe  the  scope  or  extent  of  such  section.
15.3     PUBLICITY.  Neither  party  shall  issue  any  press release or similar
publicity  statement regarding this Agreement without the prior approval of both
parties  (not  to  be  unreasonably  withheld)  or  as  required  by  law.
15.4     FORCE MAJEURE.  Either party shall be excused from any delay or failure
     in  performance hereunder caused by reason of any occurrence or contingency
beyond  its  reasonable  control,  including  but  not  limited to, acts of God,
earthquake,  labor  disputes  and  strikes,  riots,  war,  and  governmental
requirements.  Notwithstanding the foregoing, a change in economic conditions or
technology  shall  not  be  deemed  a  Force Majeure event.  The obligations and
rights  of  the party so excused shall be extended on a day-to-day basis for the
period of time equal to that of the underlying cause of the delay.  In the event
of  a  force  majeure  materially  affecting the parties' performance under this
Agreement  that  lasts  for  more  than 30 days, either party may terminate this
Agreement.

15.5     INDEPENDENT  CONTRACTORS.  The parties are independent contractors, and
no  agency,  partnership,  joint  venture,  employee-employer  or
franchisor-franchisee  relationship  is  intended  or created by this Agreement.
Neither  party  shall  make  any  warranties or representations on behalf of the
other  party.
15.6     TERMINATION  FOR  ASSIGNMENT/CHANGE  OF  CONTROL.  By providing written
notice,  eBay  may, in its sole discretion, immediately terminate this Agreement
if  Nettaxi  acquires or is acquired by an eBay Competitor. By providing written
notice,  Nettaxi  may,  in  its  sole  discretion,  immediately  terminate  this
Agreement  if  eBay acquires or is acquired by an entity that develops tutorials
and  provides  services  substantially  similar to those provided by Nettaxi for
eBay  pursuant  to  this  Agreement.
15.7     NOTICE.  Any  notices hereunder shall be given to the appropriate party
at  the  address  specified  above  or  at such other address as the party shall
specify  in  writing.  Notice  shall be deemed given: upon personal delivery; if
sent  by  fax, upon confirmation of receipt; or if sent by a reputable overnight
courier  with  tracking  capabilities,  1  day  after  the  date  of  mailing.
15.8     ENTIRE  AGREEMENT;  WAIVER.  This  Agreement  sets  forth  the  entire
understanding  of  the  parties  with  respect  to the subject matter hereof and
supersedes  all  prior  contracts,  memoranda,  agreements,  arrangements,
communications  and  discussions,  whether  oral or written with respect to such
subject  matter. The parties hereby expressly reject any conflicting term in any
purchase  order,  invoice,  order  acknowledgment  or any similar business form,
which terms shall have no effect.  It may be changed only by a writing signed by
     both  parties.  The  waiver  of a breach of any provision of this Agreement
will  not  operate  or  be  interpreted  as  a waiver of any other or subsequent
breach.
15.9     COUNTERPARTS.  This  Agreement  may  be  executed  in  one  or  more
counterparts,  each  of which shall be deemed an original and all of which shall
be  taken  together  and  deemed  to  be  one  instrument.
     15.10     ATTORNEYS'  FEES.  In  addition  to any other relief awarded, the
prevailing  party  in any action arising out of this Agreement shall be entitled
to  its  attorneys'  fees  and  costs.

     IN  WITNESS  WHEREOF,  the  parties  have  duly executed and delivered this
Agreement  as  of  the  Effective  Date  set  forth  above.
EBAY,  INC.:          NETTAXI  ONLINE  COMMUNITIES,  INC.:

     By:  /s/  Steve Westly                By:  /s/  Robert Rositano Jr.
          --------------------------            ------------------------
     Title:  VP Business Dev               Title:  CEO
          --------------------------            ------------------------