Master Software License, Bundling And Distribution Agreement - Apple Computer Inc. and NetTaxi Online Communications Inc.


                        MASTER SOFTWARE LICENSE, BUNDLING
                           AND DISTRIBUTION AGREEMENT

                                 CONTRACT #1304


THIS  MASTER  SOFTWARE  LICENSE,  BUNDLING AND DISTRIBUTION AGREEMENT is entered
into  as of November 13, 1997 ("Effective Date") between Apple Computer, Inc., a
California  corporation  having  its  principal  place of business at 1 Infinite
Loop,  Cupertino,  CA  95014-2084  ("Apple  Computer")  and  NETTAXI  Online
Communications,  Inc.,  a  Delaware  corporation  having  its principal place of
business  at  2165  So. Bascom Avenue, Campbell, California 95008 ("Developer").

                                    RECITALS

Apple  Computer  is  in  the  business  of  manufacture,  sale,  licensing  and
distribution  of  computer  including  the  sale and distribution of third party
products  in  combination  with  Apple  manufactured  products.

Apple  Computer  desires  the  right,  on  its  own  behalf and on behalf of its
subsidiaries,  to  copy and/or distribute proprietary software products owned by
Developer  to authorized Apple resellers and end users in combination with Apple
and/or  third  party  computer  products.

Developer desires to grant Apple Computer and its subsidiaries the non-exclusive
right  to copy and/or distribution of Developer's proprietary software products,
and  for  the  exhibits  to  this  Agreement  to define the terms and conditions
specific  to  each  respective  product  of  Developer.

NOW  THEREFORE,  Apple  and  Developer  hereby  agree  as  follows:

                                    AGREEMENT

1.     DEFINITIONS

1.1     "Agreement"  means  this  Software  License,  Bundling  and Distribution
Agreement,  including  all  exhibits  and  attachments  hereto.

1.2     "Apple  means,  collectively,  Apple  Computer  and  all  Apple Computer
Subsidiaries.

1.3     "Apple  Software"  means  any  Apple  labeled  software  product.

1.4     "Apple's  Subcontractor"  means  an  independent  subcontractor(s)  who
provides  software reproduction, bundling and/or distribution services to Apple.

1.5     "Bundle"  means the combination of (a) software products ("Soft Bundle")
or  (b)  software products and hardware products ("Hard Bundle") as specified in
Exhibit  1 which are to be assembled and/or packaged for sale by Apple as a unit
under  this  Agreement, which unit includes a Program Copy (or coupon evidencing
right

                                      1

to  receive  a  copy)  and  any  related  Documentation.

1.6     "Confidential  Information"  means:  (a) any information relating to the
parties'  product  plans,  designs, costs, prices and names, finances, marketing
plans, business opportunities, personnel, research, development or know-how; (b)
any  information  that  is  designated  by  the disclosing party as confidential
writing  or,  if  disclosed  orally,  reduced  in  writing  and  designated  as
confidential  within  thirty (30) days; and (c) the terms and conditions of this
Agreement;  provided, however, that "Confidential Information" shall not include
information  that:  (i)  was  generally  available  to the public at the time of
receipt  from the disclosing party, or thereafter becomes generally available to
the public other than through a breach of this Agreement by the recipient party;
(ii)  is  known  to the recipient party on a non-confidential basis prior to its
receipt  from  the  disclosing  party; (iii) is disclosed with the prior written
consent  of the disclosing party; (iv) becomes known to the recipient party from
a source other than the disclosing party without breach of this Agreement by the
recipient  party;  (v) was required to be disclosed pursuant to law; or (vi) was
developed  independently  by  personnel  of  the  recipient  party  who  had  no
substantive  knowledge of the disclosing party's Confidential Information at the
time  of  such  independent  development.

1.7     "Customer"  means any person or entity who purchases a Bundle from Apple
or  Apple's  Subcontractor,  whether  as  a  Reseller  or  End  User.

1.8     "Developer"  means  the  individual  or entity identified in the opening
paragraph  of  this Agreement, who is either the owner of the Program or who has
the  right  to  enter  into  this  Agreement  on  behalf of the owner by written
agreement  with  the  owner.

1.9     "Distribution  Area"  means those countries or geographic regions of the
world  in  which  Apple  is  authorized  to distribute the Bundles as defined in
Exhibit  1.

1.10     "Documentation"  means the documents or other information pertaining to
each Program, which items are to be distributed to Customers in combination with
said  Program  (whether in the form of printed materials or software residing on
the  same  media  as  the Program), as specified in the corresponding Exhibit 1.

1.11     "Documentation  Master" means, if Apple is responsible for reproduction
of  printed copies of any of the Documentation pursuant to Exhibit 2, the master
copy  of  such  Documentation  (in  electronic  or  other  form),  including any
applicable  artwork  and/or  film,  to  be  delivered  to  Apple  or  Apple's
Subcontractor  for  use  in  such  reproduction  process.

1.12     "End  User"  means  the purchase of a Bundle a) by a person for his/her
own  use;  or  b)  by  an  entity  for  its  internal  use.

1.13     "Hardware"  means  any  Apple  labeled  hardware  product.

1.14     "Program" means the most current commercially available version of each
of  Developer's  software  programs  which  Apple  is authorized to copy, bundle
and/or  distribute  under  this  Agreement,  or any subsequent Amendment hereto.

1.15     "Program  Copy" means a copy of a Program residing on the storage media
form (e.g., hard disk, CD Rom, floppy diskette) in which it is to be bundled and
distributed  to  the  Customer,  as  specified  in  the corresponding Exhibit 1.

                                     2

1.16     "Program  Master"  means  the golden master copy of each Program, to be
delivered  to  Apple  by  Developer  in  the storage media form described in the
corresponding  Exhibit  2  for Apple's use in manufacture of the Program Copies.

1.17     "Reseller" means a party authorized by Apple to purchase the Bundle for
resale  to  End  Users  and/or  to  other  authorized  resellers.

1.18     "Subsidiary"  means  a corporation, partnership, joint venture, limited
liability  company  or  other  legal  entity at least fifty-one percent (51%) of
whose  outstanding shares, securities or other ownership rights representing the
right  to  vote  for  the  election of directors or other managing authority are
owned  or  controlled  directly  or  indirectly,  by  another  company.

2.     RIGHT  TO  COPY  AND  DISTRIBUTE

2.1     Rights  Granted.     Developer  hereby  grants  to  Apple a nonexclusive
        ---------------
license,  as to each Program, to:  (a) make or have made Program Copies from the
Program  Master, in the media form specified in the corresponding Exhibit 1; (2)
make  or have made copies of the Documentation from the Documentation Master (if
applicable,  pursuant  to  Exhibit  2);  (3)  assemble  the  Program  Copies and
corresponding  Documentation  in  Bundles  for  distribution; (4) distribute the
Program  Copies  to  Customers in the Distribution Area as part of a Bundle; and
(5)  to,  directly  or  indirectly,  do  all  acts  reasonably necessary for the
marketing,  distribution, and sale of the Bundle.  Additionally, Apple will have
the  right  to  copy,  use  and  distribute,  at no cost, a reasonable number of
Program  Copies  of  each Program, as part of its software compatibility testing
and/or  its  sales/marketing demonstration programs.  Developer authorizes Apple
to  grant  (a)  to Apple's Subcontractor any of the rights granted Apple by this
Section  2.1;  and  (b)  to  Apple's Resellers any of the same rights to market,
distribute  and  sell the Program(s) as part of a Bundle, including the right to
distribute  to  other  Resellers.

2.2     No  Obligation.     Apple  shall  have  no  obligation to distribute the
        --------------
Program,  either  as  part  of  a bundle or a standalone unit, with any specific
Apple  Hardware  or  Apple Software or to distribute any given number of Program
Copies.

2.3     Developer's  Ownership.     Developer  retains  all  rights,  title, and
        ----------------------
interest  to:  (i)  each  Program;  (ii)  Developer's  service marks, trademarks
and/or  trade  names;  and  (iii)  all copyrights, patent rights or trade secret
rights  associated  with  each  of  the  Programs  and  the  Documentation.

2.4     Copyright and Trademark Rights.     In connection with Apple's marketing
        ------------------------------
and  distribution  of  the  Bundle,  Developer  grants  to  Apple,  Apple's
Subcontractors  and  Apple's Resellers the non-exclusive, non transferable right
during  the  term  of Apple's rights of distribution under this Agreement to use
(1)  all  copyrighted  materials  contained in the Program(s) (including but not
limited  to  screen  shots  from  the  Program(s)),  the  Documentation, and any
packaging  or  other  materials  provided  by  Developer  and (2) all trademarks
associated  with  the  Program(s).

2.5     Limitations on Use.     Apple shall not use or duplicate any Program for
        ------------------
any  purpose  other  than  as  specified  in  this  Agreement.  Apple  shall not
disassemble, decompile, reverse engineer, modify or otherwise change any part of
a  Program.

                                      3

3.     DEVELOPER'S  RESPONSIBILITIES

3.1     Transfer  of  Master Copies.     The Developer shall provide to Apple or
        ---------------------------
Apple's  Subcontractor,  at  no  cost,  the  Program  Master  and,  if  Apple is
responsible  for  reproduction  of  the Documentation, the Documentation Master,
both  according  to  the  Schedule  set  forth  in  the corresponding Exhibit 2.

3.2     Program  Compatibility.     The Developer shall verify the compatibility
        ----------------------
of  the  Program  with  the  Apple  system  software  version  defined  in  the
corresponding Exhibit 2.  Upon request, Developer's test methodology and a brief
summary of the test results shall be provided to Apple.  Developer shall provide
to  Apple,  at  no cost, a reasonable number of additional copies of the Program
for  testing.  Apple shall have the right to test each Program for compatibility
with  the  Apple  Hardware,  Apple Software and/or any third party product to be
bundled  with  the  Program.  Apple's acceptance of the Program for inclusion in
the  Bundle  ("Acceptance") shall be conditioned upon satisfactory completion of
all  compatibility  testing,  as  determined  by  Apple  in its sole discretion.

3.3     Developer's  Points of Contact.     As set forth in Exhibit 2, Developer
        ------------------------------
has  identified its primary contact, together with a list of its representatives
having  responsibility for resolution of increasingly critical issues related to
this Agreement.  In the event of any change in names of these points of contact,
Developer  will  immediately  notify  Apple  of  the replacement representative.

3.4     Delivery  of  Purchased  Documentation.     If  printed  copies  of  the
        --------------------------------------
Documentation  are  to be purchased from Developer pursuant to the corresponding
Exhibit  2,  upon  receipt of an authorized purchase order from Apple or Apple's
Subcontractor,  Developer  will  deliver  the  number of requested copies of the
Documentation  to the address indicated.  Documentation shall be delivered on or
before  the  shipment  date  set  forth  in  the  purchase  order.  In addition,
Developer  will  provide  Apple,  at  no  cost,  with  advance  copies  of  the
Documentation according to the schedule set forth in the corresponding Exhibit2.

3.5     End  User  Support.     Developer  will  provide End Users with the same
        ------------------
level of support normally provided to customers who purchase its Program through
Developer's  standard  primary distribution channels.  This includes, but is not
limited to, providing Program upgrades, technical support and related materials.
Apple is under no obligation to provide any End User support or training for any
Program.  All  End  User  support requests received by Apple will be referred to
Developer.

3.6     Technical  Support  and  Training.     Developer will provide reasonable
        ---------------------------------
technical  support  and training to Apple or Apple's Subcontractor, if requested
by  Apple.  As  set  forth  in  Exhibit  2,  Developer  has  identified  its
representative(s)  having  primary  responsibility  for  coordinating/resolving
technical support issues related to the Program.  In the event that Apple elects
to  participate  in  the  resolution  of  an  End  User's technical problem, the
Developer  shall  provide  a  problem resolution/response plan to Apple within 2
working  days  of  Apple's  request.

3.7     Program  Revisions.     If  Developer  plans  to  revise  a  Program and
        ------------------
distribute such revised version to Developer's customers, at any time during the
term  of  this  Agreement  and  for  a  period  of  ninety (90) days thereafter,
Developer  will submit a summary of the intended functional Program revisions to
Apple  at  least  ninety

                                      4

(90)  days  prior  to the schedule release of the revision.  Developer will make
the revised version of the Program available to Apple upon release of its golden
master from engineering, but in no event later than its production release date,
and  under  the  same  terms and conditions as the original versions licensed to
Apple.

4.     FEES  AND  PAYMENT

4.1     Royalty Fees.     Apple or Apple's Subcontractor will pay to Developer a
        ------------
royalty  for each Program Copy. The royalty fee shall be the amount set forth in
the  corresponding  Exhibit  1  minus any applicable withholding required by the
taxing authority of the country in which the Bundle is distributed (the "Royalty
Fee").  Payment  will  be  made  either  by Apple's Subcontractor based on units
manufactured  and shipped into Apple's Distribution Centers or by Apple based on
units  sold  into the distribution channel.  Apple's and Apple's Subcontractor's
royalty obligation will accrue on the date of sale to Apple's Customer; however,
royalty  payments  to  Developer  for  any quarter will not be due until 45 days
after the end of that quarter, based on the applicable Quarterly Report pursuant
to  Section 4.3.  Developer may seek payment from Apple if Apple's subcontractor
fails  to  make  payment  under  this  Section  4.1.

4.2     Withholding  Tax  on  Royalties.     Developer  acknowledges  that if an
        -------------------------------
Apple Subsidiary is required by any taxing authority in any country in which the
Bundle  is  distributed  to  pay  a  withholding  tax  on royalties paid for the
Program,  the  Developer will be subject to and liable for such withholding tax.
The  Developer  acknowledges  that  the Apple Subsidiary will act as withholding
agent  and  remit  the  applicable  withholding  tax  to  the  applicable taxing
authority on behalf of the Developer, notwithstanding that Developer may receive
Royalty  Fees directly from Apple.  In such instance, the payment of the Royalty
Fee  by  Apple  to  Developer  will  be  made  by  Apple  as  agent of the Apple
Subsidiary.

4.3     Royalty  Reporting.     As  to  each  Program covered by this Agreement,
        ------------------
Apple  or  Apple's Subcontractor shall maintain complete and accurate records of
the  following:  (i)  the  number  of  Bundles which are either manufactured and
shipped  to  distribution  or  sold into the Channel; (ii) the number of Program
Copies  which  are  Reconfigured pursuant to Section 4.5(a); (iii) the number of
Customer  Returns  pursuant  to  Section  4.5(b);  and  (iv)  the  amount of any
applicable  withholding  required  by  the  taxing authority in the countries in
which the Bundle is distributed pursuant to Section 4.2.  Within forty-five (45)
days  after  the  close  of  each  calendar  quarter,  Apple  and/or  Apple's
Subcontractor  shall  submit  a  report  ("Quarterly  Report")  to the Developer
listing  the  above  information,  by  each  of  these  four categories, for the
preceding  quarter.

4.4     Royalty  Payments.     Apple or Apple's Subcontractor shall include with
        -----------------
each  Quarterly Report a royalty payment in accordance with Section 4.1 and 4.5.

4.5     Royalty Credits.     Apple and Apple's Subcontractor will be entitled to
        ---------------
receive credits against its royalty payment obligations based on reconfiguration
of  Bundles  and  Reseller  and  End  User  returns  as  follows:

     (a)     Product  Reconfiguration.  Apple  may,  at any time and in its sole
             ------------------------
discretion,  elect  to reconfigure its inventory items by removal of the Program
Copies  from  existing  Bundles  ("Reconfiguration").  In  such  event, Apple or
Apple's  Subcontractor  shall  report  in  its

                                      5

Quarterly  Report  the  number of Reconfigurations during the prior quarter.  No
other  notice  of  Reconfigurations  will  be required to be given to Developer.

     (b)     Returns.  Apple  may  at  any  time,  in its discretion, accept the
             -------
return of (opened or unopened) Bundles from Resellers and End Users ("Returns").
In  such  event,  Apple  or  Apple's Subcontractor shall report on its Quarterly
Report  the  number  of  Returns  during  the prior quarter.  No other notice of
Returns  will  be  required  to  be  given  to  Developer.

     (c)     Net  Royalty  Credits.  Apple  and  Apple's  Subcontractor  will be
             ---------------------
entitled  to  receive  a credit on its quarterly payment obligation equal to the
number  of  Reconfigurations  and Customer Returns, up to a total of one hundred
(100)  units  in the prior quarter times the applicable Royalty Fee.  If, in any
quarter,  Apple  does  not  owe the Developer a sum equal to or greater than the
total  credits  due  as  a  result of Reconfigurations and/or Returns, Developer
shall  pay  to  Apple the net credit amount within forty-five (45) days from the
date  of  the  Quarterly  Report.

     (d)     Expiration/Termination.  Upon  expiration  or  termination  of this
             ----------------------
Agreement, Apple and Apple's Subcontractor will have the right to submit reports
on,  and  obtain  royalty  credits  for,  up  to  one  hundred  (100)  units  of
Reconfigurations  and  Returns  occurring  within  ninety  (90)  days after said
expiration  or termination.  Developer shall pay all credits to Apple or Apple's
Subcontractor  within  forty-five  (45)  days  from  the  date  of such reports.

4.6     Right  to  Audit.  The Developer shall have the right at its expense and
        ----------------
on  thirty  (30)  days  written  notice, to have an independent certified public
accountant  audit  the  records  of Apple or Apple's Subcontractor to verify the
information  provided  in the Quarterly Reports.  Records subject to audit under
this  section  shall  extend  no  more than three (3) years prior to the request
date.  If,  as  a  result  of  such  audit, an underpayment is verified Apple or
Apple's Subcontractor will rectify payment of inconsistencies or mistakes within
thirty  (30)  days,  and, if greater than ten percent (10%) underpayment for any
reporting  period  is found, also reimburse Developer for the cost of the audit.
The  Developer may exercise its right to audit no more than once per year unless
an  underpayment  of  over  ten  percent  (10%) has been discovered in the prior
audit.  In  such  cases,  the Developer shall have the right to audit once every
three  months  until  the results of the last audit show less than a ten percent
(10%) underpayment.  Audit scheduling shall be by mutual agreement between Apple
or  Apple's  Subcontractor  and  the Developer, and all audits must be completed
within  five  working  days.  Upon  completion  of  the  audit  the  independent
certified  public  accountant  shall  provide  a  copy of the report to Apple or
Apple's  Subcontractor.  Developer acknowledges and agrees that all such records
of  Apple  or Apple's Subcontractor shall be considered Confidential Information
and  shall  be  subject  to  the  restrictions  set  forth  in Section 8 of this
Agreement.

4.7     Documentation  Fee.     If  Apple or Apple's Subcontractor will purchase
        ------------------
hard  copy  Documentation  from  Developer pursuant to the applicable Exhibit 2,
Developer  will  be entitled to the fee stated therein for each hard copy of the
Documentation

                                      6

delivered  by  Developer  pursuant  to  this  Agreement  ("Documentation  Fee").
Documentation  Fees  will  be  due  within  forty-five  (45)  days  of  invoice.
Developer  will  not  be entitled to any Documentation-related fees if, instead,
Apple  or  Apple  subcontractor  is  responsible  for  the  copying or hard copy
reproduction  of  the  Documentation  pursuant  to  the  applicable  Exhibit  2.

4.8     Documentation  Returns.     Unless  otherwise  noted,  for  a  period of
        ----------------------
ninety  (90)  days  after the expiration or other termination of this Agreement,
Apple  or  Apple's  Subcontractor may return Documentation in Apple's or Apple's
Subcontractor's  inventory  that  has  been purchased from Developer.  Developer
shall,  within  thirty (30) days refund or credit Apple or Apple's Subcontractor
an  amount  equal  to  the  purchase  price  for  such  Documentation  (per  the
corresponding  Exhibit  2)  times  the  number  of  copies of such Documentation
returned.

5.     REPRESENTATIONS  AND  WARRANTIES

5.1     Ownership.     Developers  represents  and warrants:  (i) that it is the
        ---------
owner  of,  or  has  obtained  a license from the owner of, all right, title and
interest,  including copyright, if any, in and to all preexisting images, icons,
characters,  graphics,  sounds,  music,  photographs,  recordings,  video, film,
animation,  cartoons,  illustrations,  accompanying  text, captions, scripts, or
related  materials  in  each  of  the  Program(s) and Documentation, or that the
preexisting  images,  icons,  characters,  graphics, sounds, music, photographs,
recordings,  video, film, animation, cartoons, illustrations, accompanying text,
captions,  scripts,  or  related  materials  in  each  of  the  Program(s)  and
Documentation are within the public domain and not subject to the protections of
copyright  law; (ii) that it has obtained or will obtain prior to delivery under
this  Agreement,  all licenses and releases required to enable Apple to exercise
the license granted in this Agreement, including without limitation, the release
of  each  person  or  organization  whose  name,  voice,  likeness,  portrayal,
impersonation  or  performance  is included in any Program or Documentation; and
(iii)  that  it  has not previously granted and will not grant any rights in any
Program to any third party inconsistent with the rights granted to Apple herein.

5.2     Program  Warranty  to  Apple.     Developer  warrants  that  each of the
        ----------------------------
Programs will perform substantially in accordance with the Documentation for one
year  after  delivery  of  the  Program  Master.

5.3     Program  Warranty  to  Customer     Developer  shall  provide  the  sole
        -------------------------------
warranty  to  the  Customer pertaining to the performance of each Program, which
warranty  shall  provide,  at  a  minimum,  that  the  Program  is  capable  of
substantially  performing  the  functions  described  in  the Documentation.  In
addition,  if  Apple or Apple's Subcontractor is to purchase Program Copies from
Developer  rather  than reproducing them from the Program Master, then Developer
shall  provide  the  sole  warranty to the Customer pertaining to the media upon
which  the  Program  resides.  Developer  will  incorporate  this  warranty  or
warranties  into the Program Master and/or the Documentation Master delivered to
Apple  or Apple's Subcontractor (or, if Apple or Apple's Subcontractor purchases
the  Documentation  from  Developer  rather  than  reproducing  it  from  the
Documentation  Master,  into  the  Documentation).  In  no  event shall Apple be
liable  to  the Developer for any failure by a Customer to comply with the terms
and  conditions  of  any  end-user  license  agreement  for  the  Program.

5.4     No  Apple  Program  Warranty.     Apple  shall  not provide any warranty
        ----------------------------
whatsoever

                                    7

to  Customer  with  respect  to  the  Program, including, without limitation any
warranty  related  to  Program content or functionality, or any warranty against
viruses or bugs contained in the Program.  In no event will Apple be responsible
to  Customer  for any damage caused by any Program.  Apple may provide a limited
warranty  on  the  media on which the Program Copy resides when it is Apple's or
Apple's  Subcontractor  responsibility  to reproduce the Program Copy onto media
from  the  Program  Master.

5.5     Replacement  Copies  of  the  Program.     In the event that Apple or an
        -------------------------------------
Apple  authorized service provider elects to provide Customer with a replacement
for a defective or damaged Program Copy, no additional fee will be due Developer
for  the  replacement  copy  or  the  related  Documentation.

6.     INDEMNIFICATION

6.1     Proprietary  Rights Indemnity.     Developer agrees to defend, indemnify
        -----------------------------
and  hold harmless Apple and Apple's affiliates, directors, officers, employees,
agents  and  contractors  from  any and all losses, damages, liabilities, costs,
expenses (including reasonable attorney's fees), judgments or settlement amounts
arising  out  of or in connection with any claim that the marketing, sale or use
of  a  Program infringes any patent, copyright, trademark, trade secret, privacy
right,  right  of  publicity  or  other  proprietary  right  of  a  third party.

6.2     Duty  to  Correct.     If any Program becomes or is likely to become the
        -----------------
subject  of  a  claim  or  action  covered by Section 6.1 Developer will, at its
expense, either:  (i) procure for Apple the past right to make, use and sell and
the  future  right to continue to make, use and sell the Program or (ii) replace
or modify the Program to make it non-infringing, provided that the same function
is performed by the replacement or modified Program to Apple's satisfaction.  If
Developer  reasonably  believes  that  the past and future rights to continue to
make,  use  and  sell  cannot  be procured and the Program cannot be replaced or
modified  at reasonable expense, Developer may discontinue the Program by notice
to  Apple, whereupon Apple will cease further marketing and distribution of that
Program  and  the  Agreement  will  be  terminated partially as to that Program.

6.3     General  Indemnity.     Developer  agrees  to defend, indemnify and hold
        ------------------
harmless  Apple,  and Apple's affiliates, directors, officers, employees, agents
and  contractors,  from  and  against  any and all losses, damages, liabilities,
costs,  expenses  (including  costs  and  reasonable fees of attorneys and other
professionals),  judgments or settlement amounts arising out of or in connection
with  a  claim  that any of the Program(s) caused injury or damage to persons or
property,  or  a  claim that any Program failed to perform as represented or was
defective.

7.     LIMITATION  OF  LIABILITY

     EXCEPT  AS  SPECIFICALLY PROVIDED HEREIN, IN NO EVENT SHALL EITHER PARTY BE
LIABLE  FOR  ANY  INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR
RELATING  TO  BREACH  OR  FAILURE  TO PERFORM UNDER THIS AGREEMENT, EVEN IF THAT
PARTY  HAS  BEEN  ADVISED  OF  THE  POSSIBILITY  OF SUCH DAMAGES.  Apple's total
liability  (i.e.,  the  total  liability  of  Apple  Computer  and  all  Apple
subsidiaries) for all damages, losses and causes of action, whether in contract,
tort  (including  negligence)  or  otherwise,  shall  in  no  event  exceed  the

                                     8

amount  paid  by  Apple  (i.e.,  Apple  Computer  and all Apple subsidiaries) to
Developer  pursuant  to  this  Agreement.

8.     CONFIDENTIALITY

8.1     Disclosure:  Standard  of Care.     The parties acknowledge that, in the
        ------------------------------
course  of performance of their obligations under this Agreement, each party may
disclose  Confidential  Information  to  the other.  Each party will protect the
other's  Confidential  Information  from unauthorized dissemination and use with
the  same  degree of care that each such party uses to protect and safeguard its
own  like  information,  but  not  less  than  the  degree of care that would be
exercised  by a prudent person given the sensitivity and strategic value of such
Confidential  Information.  Confidential  Information shall be disclosed only to
the  employees  of the recipient who have a "need to know" and who have executed
an internal nondisclosure agreement at least as restrictive as the terms of this
Agreement.  Developer  shall  not  disclose  any Confidential Information to any
third  party without first obtaining Apple's written consent to such disclosure.

8.2     No  Warranties,  Reproductions  or  Liability.     In  furnishing  any
        ---------------------------------------------
Confidential  Information  hereunder,  Apple  makes  no  warranty,  guarantee or
representation,  either  express  or  implied  (a) as to the adequacy, accuracy,
sufficiency or freedom from defect of such Confidential Information, or (b) that
the use or reproduction of any Confidential Information received hereunder shall
be  free  from  any  patent,  trade  secret  or  copyright  infringement.

9.     TERM  AND  TERMINATION

9.1     Term.  This  Agreement  shall  commence  on  the  Effective  Date, shall
        ----
continue in full force and effect for  a  period  of  one (1) year, and shall be
automatically  renewed  thereafter  for  successive one (1) year periods  unless
notice of intent not to renew is received by either party  at  least ninety (90)
days days  prior  to  the  commencement  of  any  subsequent  term.

9.2     Termination  Without  Cause.     Apple shall have the right to terminate
        ---------------------------
this  Agreement  at  will,  with or without cause, upon thirty (30) days written
notice.

9.3     Termination For Cause.     Either party will have the right to terminate
        ---------------------
this  Agreement  immediately  upon  written  notice  at  any  time  if:

     (a)     The  other  party  is  in material breach of any term, condition or
covenant  of  this Agreement other than those contained in Section 8.1 and fails
to cure that breach within thirty (30) days after written notice of such breach;

     (b)     The  other  party  is  in material breach of any term, condition or
covenant  of  this  Agreement  contained  in  Section  8.1;  or

     (c)     The  other  party:  (i)  becomes  insolvent;  (ii) fails to pay its
debts  or  perform  its  obligations  in the ordinary course or business as they
mature;  or  (iii)  makes  an  assignment  for  the  benefit  of  creditors.

9.4     Archiving/Destruction  of  Program Master Copies.     Upon expiration or
        ------------------------------------------------
termination  of  this Agreement, Apple or, if applicable, Apple's Subcontractor,
shall  archive  or  destroy  each  Program  Master  and,  if  applicable,  each

                                     9

Documentation  Master  received  from  Developer.

9.5     Right  to  Distribute  After  Termination.     Upon  expiration  or
        -----------------------------------------
termination  other  than  for  cause  of  the  Agreement  and subject to payment
        --
obligations in Section 4, Apple and Apple's Subcontractor shall continue to have
the  right  to  (a) distribute Program Copies of the Program(s) until the end of
the  product  life  cycle  of  all Bundles current at the time of termination or
expiration;  and  (b) distribute all Bundles in inventory until such bundles are
exhausted.

10.     GENERAL  TERMS

10.1     Nonexclusivity.     Nothing  in  this  Agreement  shall  prevent either
         --------------
party  from  entering  into  a  similar  agreement  with  any other party.  This
Agreement  shall  not be construed to restrict either party from engaging in any
activities  with respect to the other party's competitors' products or services.

10.2     Relationship  of  the  Parties.     In  all  matters  relating  to this
         ------------------------------
Agreement,  Apple  is  an  independent contractor.  Neither party will represent
that  it  has  any  authority  to  assume  or  create any obligation, express or
implied,  on  behalf of the other party.  Nothing stated in this Agreement shall
be construed as constituting Apple and Developer as partners or joint venturers,
or  as  creating the relationship of employer and employee, principal and agent,
master  and  servant,  or  licensor  and  licensee  between Apple and Developer.

10.3     No  Assignment.     This  Agreement  is  not assignable by either party
         --------------
without  the  prior  written consent of the other party.  The provisions of this
Agreement  shall  be binding upon and inure to the benefit of the parties, their
successors,  and  permitted  assigns.

10.4     Notice.     All  notices  sent  to Apple shall be sent to the following
         ------
address:

     Apple  Computer,  Inc.
     One  Infinite  Loop
     M/S  35-SC
     Cupertino,  CA  95014
     ATTN:  Susan  Priore
     Software  Business  Management

     And  copied  to  the  following  address:

     Apple  Computer,  Inc.
     900  E.  Hamilton  Ave.
     M/S  73LG
     Campbell,  CA  95009
     ATTN:  LAW  DEPARTMENT

10.5     Governing  Law/Venue.     This  Agreement  shall  be  governed  by  and
         --------------------
construed  in  accordance  with the laws of the State of California, except that
body  of  law  known  as  Conflicts  of Law.  All actions or proceedings arising
directly  or  indirectly  between  the  parties, other than those for injunctive
relief,  shall  be litigated in courts located within the County of Santa Clara,
California.  Developer  consents  to  the jurisdiction thereof and agrees not to
disturb  such  choice  of  forum.  If Developer is not a resident of California,
Developer waives the personal service of any and all process upon it, and agrees
that  all  such  service

                                     10

or  process  may  be  made  by  certified  or  registered  mail,  return receipt
requested,  addressed  to  Developer.

10.6     Severability.     In  the  event  that  any  of  the provisions of this
         ------------
Agreement  shall  be held by a court or other tribunal of competent jurisdiction
to  be  invalid or unenforceable, the remaining portions of this Agreement shall
remain  in full force and effect and shall be construed so as to best effectuate
the  intention  of  the  parties  in  executing  it.

10.7     No  Waiver     Failure by either party to enforce any provision of this
         ----------
Agreement  shall  not be deemed a waiver of the right to thereafter enforce that
or  any  other  provision  of  this  Agreement.

10.8     Survival.     Any obligations which either expressly or by their nature
         --------
are  to  continue  after  the  termination or expiration of this Agreement shall
survive  and  remain  in  effect.

10.9     Modification.     Any  modifications  of  this  Agreement  must  be  in
         ------------
writing  and  signed  by  both  parties  hereto.

10.10     Force  Majeure.     Neither  party  shall be liable for any failure or
          --------------
delay  in  the  performance  of  an  obligation hereunder on account of strikes,
riots,  fires,  explosions,  acts of God, war, governmental action, or any other
cause  which  is  beyond  the  reasonable  control  of  such  party.

10.11     Entire  Agreement.     This Agreement constitutes the entire agreement
          -----------------
between  the  parties with respect to the subject matter hereof, and any and all
written or oral Agreements heretofore existing between the parties are expressly
canceled.  Developer  acknowledges that it is not entering this Agreement on the
basis  of  any  representations  not  expressly  contained  herein.

IN  WITNESS  WHEREOF,  the  parties have caused this Agreement to be executed by
their  duly  authorized  representatives.


NETTAXI  ONLINE                         APPLE  COMPUTER,  INC.
COMMUNICATIONS,  INC.

BY:                                     BY:

NAME:                                   NAME:

TITLE:                                  TITLE:

DATE:                                   DATE:

                                    11

                                    EXHIBIT 1

              PRODUCT DESCRIPTION, PRODUCT PRICING AND DISTRIBUTION



Program  Name/Version                         Price Per Copy
---------------------                         --------------
Internet  the  City  V1.0                     $         1.00
  For  Macintosh  (2  CD's)


Documentation
-------------
Registration  Card                                  -0-
Software  License  Agreement
User  Manual


Language  Versions:
-------------------
U.S.  English


Customers:
----------
All  Apple  Customers


Distribution  Area:
-------------------
Worldwide


Media  Type(s):  ___  Floppy   X   CD   ___ Zip ______  Other
                              ---

Other  Terms:
-------------

1)   Developer shall provide all artwork  required to duplicate the Documenation
     to Apple or Apple's Subcontractor and grand Apple and Apple's Subcontractor
     the right to duplicate the  Documentation  for  distribution in the Bundle.
     Fees for the Documentation shall be paid by Apple or Apple's  Subcontractor
     directly to the  printer(s)  with no fee for the  Documentation  due to the
     developer.  Apple shall have  financial  liability for all inventory of the
     Documentation  duplicated by Apple or Apple's Subcontractor a nd shall give
     up the right to return such  Documentation as stated in Section 4.3 and 4.4
     of the Agreement.  In the event that Apple or Apple's  subcontractor choose
     to purchase the Documentation directly from the Developer,  the price shall
     be negotiated and agreed to betwwen the parties at that time.


                                    12

                                    EXHIBIT 2
                             DEVELOPER DELIVERABLES


                                                                       Delivery
Program  Name/Version             Deliverables                         Schedule
---------------------             ------------                         --------
Internet the City V1.0            Compatibility  Testing  Complete     11/13/97
                                  Program Copies for Testing           11/14/97
                                  Program  Master                      11/14/97
                                  Documentation Master                 11/14/97
                                  If  applicable
                                  Hard Copy Documentation (#_____)       N/A
                                  If applicable

THE  PROGRAM  MUST  BE  COMPATIBLE  WITH  THE  FOLLOWING:

                         APPLE'S  SYSTEM  SOFTWARE  VERSION  8.0  AND  8.1


Developer  Contacts
-------------------

Primary  Contact:  Bob  Rositano,  408-879-9880,  rar@nettaxi.com
                                                  ---------------
Escalation  Contact(s):
Developer's  Technical  Representative
--------------------------------------
Primary  Technical  Support  Representative:
  Brian  Stroh,  888-879-9880,  bstroh@nettaxi.com

                                   13

                               SMITH & ASSOCIATES
                                Attorneys at Law
                                Eighteenth Floor
                            1901 Avenue of the Stars
                          Los Angeles, California 90067
                            Telephone (310) 277-1250
                            Facsimile (310) 286-1816

Apple  Computer
Susan  Prior
Re:  "Internet the City" CD-ROM
Date:  11/11/97

Dear  Susan:

We  understand  the  current  situation concerning Apple's current contract with
Simply Interactive, Inc. and are conveying to you in writing what has transpired
over  the  course  of  the  last  60  days.
Simply  Interactive,  Inc.  (the  Company)  was  acquired as of (August 6, 1997)
pursuant to default provisions entered into between Simply Interactive, Inc. and
SSN  properties  (a  California Corporation) all assets, product, contracts, and
intellectual  property  rights  then  became  the  assets  of  SSN  properties.
During  the  course  of  this  transaction SSN entered into an agreement to then
sell,  assign,  grant  and convey all property/contract rights to NETTAXI Online
Communities,  Inc.  (a  Delaware  Corporation).
The  conveyance and transfer of these assets includes "Internet the City" CD-ROM
software,  and  any  excising  contracts  relating  to  the  software  that were
currently  established  and held by Simply Interactive, Inc. "re: Apple Computer
Contract."
As  of  November  1,  SSN  properties has transferred and conveyed all property,
software, and contract rights to NETTAXI Online Communities, Inc.  From this day
forward  NETTAXI  at  its  sole discretion may amend, transfer, or establish new
contracts/relationships with any and all vendors relating to Simply Interactive,
Inc.  or  the  "Internet  the  City"  CD-ROM  software.
NETTAXI  is in good standing and is a Delaware Corporation.  Current officers of
the  company  are:

Robert  A.  Rositano  Jr.  Chairman/CEO               Company  Address:
Dean  Rositano  President/COO                         2165  S.  Bascom  Ave.
                                                      Campbell,  CA  95008
                                                      888  879  9880
Customer Service Contact: Brian Stroh                 408  879  9880

Should  you  require  any further information or documentation please advise the
undersigned  and  it  will  be  forthcoming.

                              Very  truly  yours,

                         /S/  John  Holt  Smith
                              -----------------
                              John  Holt  Smith