Merchant Services Agreement - eCharge Corp. and Nettaxi Online Communities Inc.


                             ECHARGE(TM) CORPORATION
                           MERCHANT SERVICES AGREEMENT
                          Proprietary and Confidential

This  Agreement  is entered into as of this ____th day of __________, 199__ (the
"Effective  Date")  by and between eCHARGE(TM) Corporation (hereinafter referred
to as "eCHARGE(TM)"), a Washington based corporation with a place of business at
Suite  745,  500  Union Street, Seattle, WA, 98101, and Suite 401, 1770 West 7th
Street,  Vancouver,  BC,  V614Y6,  and

Merchant  Name:      Nettaxi Online Communities, Inc.

Street  Address:     2165  S.  Bascom  Ave.,  Campbell,  CA  95008

Mailing/Billing  Address:  _______________________________________

Federal  Tax  ID  Number  (Social  Security  Number)___________________

Contact:     _____________________________________________

Telephone:     ____________________     Fax:__________________________

Program  Name:     ________________     Program  Start  Date:___________

eCHARGE(TM)  and  Merchant  hereby agree that the following terms and conditions
apply  to  the  services specified herein and in any Exhibit(s) or Amendments(s)
attached  hereto,  or  as  may be mutually agreed upon in writing at some future
date.  This  Agreement shall not be effective until executed by the Merchant and
accepted by eCHARGE(TM) at its principal place of business.  This Agreement will
be  binding  upon  the  successors,  assignees  and legal representatives of the
parties.  The  terms of this Agreement and the Program it authorizes are subject
to  all  applicable state, local and federal laws, and the rules of the CARRIER.

1.     SERVICES

eCHARGE(TM)  agrees  to  provide  to  Merchant  those  services specified on the
attached  Exhibit  BB  (the  "Services").  The parties acknowledge that Merchant
intends  to  use  the Services in connection with its information offerings, web
pages  and  programs  (the  Program"(s)).

2.     PRICING

eCHARGE(TM)  shall  perform  the  Services  for the prices described on attached
Exhibit  A.  eCHARGE(TM)  reserves the right to pass on any price increases from
the  CARRIER,  including  but  not  limited to line fees, transport charges, and
billing  and  collection  fees.  In  addition, upon thirty (30) days notice, the
prices  set  forth  on  Exhibit  A  may  be  adjusted by eCHARGE(TM) to the then
standard  of  eCHARGE(TM)  rates.

3.     TERM

The term of this Agreement shall be for a period of ____ months ("Primary Term")
from  the  Effective  Date.  Following  completion  of  the  Primary  Term, this
Agreement  will  be  extended automatically indefinitely until written notice of
termination  is received by either party at least thirty (30) days in advance of
the  effective  date  of  termination.  The  term  of  this Agreement shall be a
minimum  of  ninety  (90)  days  after the starting date of program.  Subject to
completion  of the ninety (90) day minimum period, this Agreement or any Program
Scheduled  hereto, may be terminated according to the terms set out in Section 6
(Termination).

THIS  AGREEMENT  SHALL  NOT  BE  EFFECTIVE  UNTIL  EXECUTED  BY THE CUSTOMER AND
ACCEPTED  BY  AN  AUTHORIZED  REPRESENTATIVE  OF  eCHARGE(TM)  .

eCHARGE(TM)  Corporation

By:______________________________________________
               Authorized  Signature

MERCHANT
_________________________________________________

By:______________________________________________

Name  (Print):____________________________________

(Title)      ____________________________________


                                 1.  DEFINITIONS

A.     Definitions:  For  purposes  of  thus  document,  "eCHARGE(TM)"  shall be
deemed  to  include  eCHARGE(TM)  Corporation,  its  subsidiaries,  and  their
affiliates  and  the  directors,  officers,  employees,  agents, representative,
subcontractors  and  suppliers  of all of them, and "damages" shall be doomed to
refer  collectively  to  all  injury,  loss  or  expenses  incurred.

In  addition  to the terms defined in the Agreement(s), the following terms will
have  the  meanings  set  forth  below:

The words "eCHARGE(TM)", "we", "our", and "as" mean eCHARGE(TM)" Corporation and
the  words  "you"  and "your" mean the Merchant and its employees and Agents, if
any.

Billing Month-Each billing cycle, consisting of approximately 30 days and ending
on  the  last  Friday of each month, used by eCHARGE(TM) to bill its Subscribers
for  the  Service.


                                  2.  AGREEMENT

A.     Billing  Services:  eCHARGE(TM)  will  secure  bill  processing,  bill
rendering,  inquiry, collection and remittance services ("Billing Services") for
all  numbers from the CARRIER of choice.  This Agreement is expressly contingent
upon  the ability of the CARRIER to secure necessary Billing Services from Local
Exchange  CARRIER,  ("LECs"),  eCHARGE(TM)  has  no  control  over the CARRIER's
ability  or  willingness  to  provide  call  detail  information.

B.     Intellectual  Property:

i.     General.  All  right,  title and interest in and to any original works of
authorship,  inventories,  discoveries,  patents,  ideas,  concepts  or  any
improvements  relating  to  the  Program(s)  or Services which are created by or
conceived,  first reduced to practice, made or developed by eCHARGE(TM) prior to
the  Effective  Date  or  in anticipation of, in the course of or as a result of
design  and  development  work  pursuant  to  this  Agreement, including without
limitations  any  source code (collectively, the "Intellectual Property"), shall
be  solely  owned  by  eCHARGE(TM).  Source  code.   In any application in which
eCHARGE(TM)  develops  the  programming,  unless  otherwise  agreed  in writing,
eCHARGE(TM)  is  the  sole  owner  of  the  Source  code.

ii.     Trademarks.  Neither  party  shall  publish  or  use or change the other
party's names, logos, trademarks or service marks (collectively, "Marks") in any
manner  inconsistent  with  the  functional  use  of the eCHARGE(TM) application
without  mutual  prior  written consent.  Merchant agrees to prominently display
the  eCHARGE(TM)  "ICON" and other materials provided while this Agreement is in
effect  or  until  notified  by  eCHARGE(TM)  it  cease  its  display  or  use.

iii.     Restriction  on  Use  and  Disclosure.  All  documentation  regarding
Intellectual  Property,  technical  information, software, confidential business
information  or  other  materials,  in  written  form  and  clearly  marked  as
"proprietary" or "Confidential" ("Proprietary Information"), furnished by either
party  in  connection  with  this  Agreement  and all copies of such Proprietary
Information  shall remain the property of the disclosing party and shall be held
in  confidence  and  safeguarded  by  the  receiving  party.

C.     Telephone  Numbers:  Merchant  shall  not have ownership of the telephone
number(s)  assigned  in  connection  with  the  Program(s).

D.     Tariffed  Services:  Merchant's use of the Services is subject to any and
all  tariff provisions related to said Services, to the extend that the Services
are  tariffed.  Charges  under  this Agreement will not be abated or refunded in
the  event  of  outages  or  degradation  in  tariffed services, and charges for
tariffed  services  will  not  be  abated  or  refunded in the event of delay or
failure  of  performance  of  this  Agreement.

E.     Merchant Obligations:  Payment of any amounts billed for CARRIER charges,
service  bureau  fees,  Billing Services, taxes, etc. Which are in excess of the
monthly CARRIER remittance for a dedicated 900 or other number, shall be paid by
the  Merchant  no  later than the 20th day after the invoice date.  In the event
payment is not received by the 20th day after the invoice date, then eCHARGE(TM)
may, in its discretion and without notice, require the placement of a deposit to
secure future payment, disconnect the Service, or undertake any action necessary
to  secure  payment  in full.  Late payments will be charged a $15 late fee, and
shall  accrue  interest  at  the  rate  of 1.5% per month (18% per annum) or the
maximum  amount  allowed by law.  Merchant will be liable to eCHARGE(TM) for any
collection  or  attorney feels that are incurred in the event action is taken by
eCHARGE(TM)  to  collect  any  past  due  balance.

F.     "900"  or  other  Number  Services:  Under  all applications, eCHARGE(TM)
accepts  remittance  payment directly from the network provider (the "CARRIER").
The  following  provisions  apply  on  all  applications:

i.     The  CARRIER  will  bill  the  Merchant's  customers  ("Callers") for the
charges  associated  with  the  Program(s).

ii.     The  CARRIER  will  make  payments  to eCHARGE(TM) .  These payments are
established  in  an  agreement  between  the CARRIER and eCHARGE(TM) and are, in
essence,  the  charges  collected  from  Callers  less the Carrier's charges for
network  service including taxes, any adjustments resulting from Caller inquiry,
the  billing  fee  of  the  CARRIER,  including taxes and any applicable billing
surcharges,  and  any  other  charges  ("Net  Carrier  Payments").

iii.     The  CARRIER  reserves  the  rights  to remove from a Caller's bill any
amounts  associated  with the Services that a Caller disputes or refuses to pay.
Where  amounts  have  been  removed  the  Caller's  bill,  Merchant  will remain
obligated  to  eCHARGE(TM)  and will be billed eCHARGE(TM)'s service bureau fees
for the respective call, as well any billing, transport or other related charges
for  network  services  and  services  features  that  eCHARGE(TM)  may  incur.

iv.     eCHARGE(TM)  may establish a reserve fund subsequent billing adjustments
through  a  "Merchant  Reserve  Program"  (MRP)  from  _________  to  Merchant.
eCHARGE(TM)  may require Merchant to deposit funds for this purpose as security.
In  the  event  there  is less than six months history of Merchant billings, the
Holdback  MRP  will  generally  be  fifteen  percent (15%) of the gross premiums
charged  to  callers.  If Merchant breaches this agreement, eCHARGE(TM) reserves
the  right  to  offset  against  the  MRP  Holdback  any  damages  sustained  by
eCHARGE(TM)  as  a result of the Merchant's breach, provided, however, that such
an  offset  shall  not  limit  eCHARGE(TM)'s  other  remedies for breach of this
Agreement by Merchant. eCHARGE(TM) will not be liable to Merchant for any losses
or  damages  resulting  from any charge back or collection of any charge back or
other  amounts  due  under  this  agreement.

v.     Merchant  agrees  to  grant  eCHARGE(TM)  a  security  interest  in  all
receivables,  and  any  other  Merchant  property  maintained  or in eCHARGE(TM)
possession as security for the performance of Merchant obligations and our right
of  charge  back  under  this  Agreement.

vi.     The Net CARRIER Payments shall further be adjusted by eCHARGE(TM) by the
service  charges set forth herein and by the MRP Holdback(s).  Remittance of the
new  payment  after  service  charges  and  MRP  Holdback(s)  will  be  made  by
eCHARGE(TM) to Merchant within fifteen (15) days after receipt by eCHARGE(TM) of
payment  from  CARRIER.

vii.     The  CARRIER  may  implement  a  chargeback  and  refund system wherein
chargebacks  of  payments  made  to  eCHARGE(TM)  and Merchant will occur if the
Caller(s)  do  not pay, either by denying all knowledge of the call or for other
reasons.  All  chargebacks  will  be  for  the account and responsibility of the
Merchant.  Such  chargebacks  will  be  satisfied out of current revenue amounts
and,  if necessary, the MRP Holdback account will be charged.  In the event that
these totals do not satisfy the chargeback liability, Merchant agrees to pay all
CARRIER  documented  chargebacks  until liability is satisfied.  This obligation
survives  termination of the Agreement. eCHARGE(TM) will provide to Merchant any
refund  reports  which  are  received  from  the  CARRIER.

viii. eCHARGE(TM) reserves the right to modify the amount of the MRP Holdback in
its  sole  discretion.  In  addition  eCHARGE(TM),  may  establish  additional
reserves.  Upon  termination  of  this  Agreement,  eCHARGE(TM)  will refund any
funds  remaining  in  the  reserve  account  after  fourteen  months  from  the
termination  date.

ix.     In  the event of any dispute regarding the number of calls received   in
any  billing  period,  the  CARRIER  shall  control.

G.     Credit  Checks: eCHARGE(TM) may, at its option, perform a credit check on
all  new  or  existing  Merchants.


                           3.  OBLIGATIONS OF MERCHANT

A.     Merchant  Costs:  Merchant  is  responsible  for all costs and management
related to the production, updating and promotion of all information used in its
Program(s),  and  for  expenses  incurred  to  obtain  order.

B.     Disclosure:  Merchant  shall  fully disclose the following in a clear and
understandable manner in all internet, print, broadcast or telephone advertising
and  any  announcements promoting Merchant's Program(s): (i) the charges for the
Program(s)  offering, (ii) any geographic time of day, or other limitations upon
the availability of the Program(s) (iii) that Merchant is solely responsible for
the  content  of  all  messages,  products  or  services  delivered  and  all
representations made during contact with Callers; and (vi) any other information
required  by  CARRIERs  or  regulators.

C.     Endorsement:  Merchant  shall  not  indicate  in its Program(s) or in any
advertising  or  announcements  promoting  its  Program(s)  that  the CARRIER or
eCHARGE(TM)  endorses the Program(s), or Merchant's products or services offered
through  the  Program(s),  in  any  way.

D.     Content  Notification:  Merchant will provide eCHARGE(TM) the web address
and  a  complete  and  accurate written description of is Program describing the
products  and/or  services  comprising  each  Program  and  an  outline  of  the
advertising  of  the Program, prior to the commencement of each Program and will
provide  a new written description of the Program in the event of any changes in
such  Program  or  Advertising.  Merchant  understands that eCHARGE(TM) will not
provide  services  for  any  Program  that  eCHARGE(TM), in its sole discretion,
determines  is  objectionable  or  is  advertised  in  an  objectionable manner.
Merchant  acknowledges  that  it  shall  be  solely  responsible  for  (i)  its
Program(s); (ii) the Program content;; (iii) all representations made during the
Program;  (iv) the content and nature of all promotions and advertising; and (v)
the  quality  of  products  and/or  services  covered  by  the  Program(s).

E.     Legal  Compliance:  Merchant  warrants  that  its  Program(s) will at all
times  comply  in full with any and all requirements of federal, state and local
laws,  including  but  not limited to any gaming statutes or the solicitation of
charitable  or  political  contributions  that  apply  to  the  Program(s).

F.     Price Changes:  In order for Merchant to charge the charge to Callers for
a  Program,  Merchant  must notify eCHARGE(TM) at least thirty (30) days, or the
number  of  days  notice  required  by the CARRIER if greater, in advance of the
change.

G.     Traffic  Increases:  Merchant  is  required  to  provide forty-eight (48)
hours  notice  to  eCHARGE(TM) before stimulating any Program inn a manner which
might  be  expected  to  result  insignificant  traffic  surges.

H.     Caller  Tax  Responsibility:  eCHARGE(TM)  is  not  responsible  for  the
determination,  application,  collection or remittance of any taxes due or which
may  become  due  with  respect  to  fees  charged  to Callers for the Services.

I.     Honor  all  transactions:  (i)  Merchant agrees to honor all transactions
presented  in  connection  with  sales  or  service transactions via eCHARGE(TM)
without  discrimination,  subject to the procedures set forth in this Agreement.
(ii)  Merchant  agrees  to  honor  these transactions unconditionally and not to
discriminate  against  a  transaction  in  favor of a transaction completed with
cash,  check,  credit  card  or  other  form  of  payment.

J.     Fraudulent  transactions:  Merchant  agrees  not  to create a transaction
that  Merchant  knows  or  should  have  known  to  be  fraudulent.

K.     Performance:  The  access,  merchandise or services described for sale by
the  Merchant  must  actually  be delivered or performed immediately or in fully
disclosed  time  frame  otherwise  specified  to  all  users.

L.     Cash  advances:  Merchant  agrees  not  to  engage  in  any  transactions
involving  cash  advances  or  extensions  of  credit  for  any  purpose, unless
specifically  authorized  in  writing  by  eCHARGE(TM)  to  do  so.

M.     Uncollectible  replacement:  Merchant  agrees  not  to  encourage  a
transaction to replace uncollected funds from another payment method, such as to
cover  a  returned  check.

N.     Privacy:  Merchant  agrees  not to require personal information about the
customer, such as the home or work address, telephone or driver's license number
or  Social  Security  number,  as  a  condition  of  sale.

O.     Customer  Contact:  Merchant  agrees  that  eCHARGE(TM)  may  contract or
directly  communicate  with  any  customer  concerning  any  sale or transaction
submitted  to  or  through  eCHARGE(TM).


                            4.  RETURNS AND EXCHANGES

A.     Merchant  agrees  to establish and maintain a fair and uniform policy for
the  exchange  and  return  of  products  or  services  sold.

B.     Merchant  agrees  to  give  only non-cash credit, upon caller request for
return,  and  not  to  refund cash unless otherwise provided for by the CARRIER.

C.     All  disputes  involving  the goods or services purchased via eCHARGE(TM)
will  be  settled  between  the  Merchant, the CARRIER and the caller.  Merchant
agrees  to  indemnify  and hold eCHARGE(TM) harmless from any claim or liability
relating  to  any  such  dispute.

D.     Merchant  agrees  to  provide  eCHARGE(TM),  upon  demand,  with  any
information,  evidence,  assignments or other assistance eCHARGE(TM) may need to
help  resolve  any  customer  billing  disputes regarding the nature, quality or
performance  of  the  goods  or  services,  or  in connection with any return or
rejections  of  such  goods  and  services.


            5.  WARRANTY, LIMITATION OF LIABILITY AND INDEMNIFICATION

A.     No  Warranty:  eCHARGE(TM)  MAKES NO WARRANTY, EXPRESSED OR IMPLIED, WITH
RESPECT  TO  CALL  VOLUMES  OR  TO  THE  QUALITY, MERCHANTABILITY, FITNESS FOR A
PARTICULAR  PURPOSE  OR  SUITABILITY  OF  CALLERS  FOR  CUSTOMER'S  APPLICATION,
PRODUCTS  OR  SERVICES.

B.     Limitation  of  Liability:  eCHARGE(TM)'S ENTIRE LIABILITY RESULTING FROM
eCHARGE(TM)'S  FAILURE  TO  PERFORM  ANY OF ITS OBLIGATIONS UNDER THIS AGREEMENT
SHALL  BE  CUSTOMER'S  ACTUAL, DIRECT DAMAGES AS MIGHT BE PROVABLE IN A COURT OF
LAW,  BUT  NOT TO EXCEED THE AMOUNT PAID TO eCHARGE(TM) BY CUSTOMER FOR SERVICES
PURSUANT  TO  THIS  AGREEMENT.  IN  NO  EVENT  SHALL  eCHARGE(TM)  BE LIABLE FOR
INDIRECT, INCIDENTAL, CONSEQUENTIAL, RELIANCE OR SPECIAL, EXEMPLLARY OR PUNITIVE
DAMAGES  OR  FOR  LOST  PROFITS, SAVINGS OR REVENUES OF ANY KIND, WHETHER OR NOT
eCHARGE(TM)  HAS  BEEN  ADVISED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES.  THE
LIMITATIONS  OF LIABILITY SET FORTH IN THIS SECTION 5 SHALL APPLY (i) REGARDLESS
OF  THE  FORM  OF  CLAIM  OR  ACTION,  AND  (ii)  WHETHER  ORN  OT  DAMAGES WERE
FORESEEABLE.  IN  NO  EVENT  SHALL  eCHARGE(TM) BE LIABLE FOR:  (i) ANY BILLING,
COLLECTION,  TECHNICAL,  OR  OTHER MISTAKES, ERRORS, OR OMISSIONS OF CARRIER; OR
(ii)  CLAIMS,  DEMANDS  OR  ACTIONS  AGAINST  CUSTOMER  BY  ANY  OTHER  PARTY.

C.     Indemnification/Hold  Harmless:  Merchant  shall  indemnify  and  hold
harmless  eCHARGE(TM)  ,  its agents, employees, officers and directors from and
against  any  and  all  fines,  penalties,  losses,  damages,  injuries, claims,
(including attorney's fees) or other liabilities arising out of or in connection
with  this Agreement or the performance of this Agreement and caused by the acts
of  omission, negligent or otherwise, of Merchant or a subcontractor employee or
an  agent  of  Merchant  indicating  but  not limited to claims of third parties
resulting from or in connection with the Merchant's products, services, messages
or  Program(s).  Caller  contracts,  promotions  and  advertising  disseminated,
broadcast,  furnished or supplied by Merchant or any employee or customer or any
one  of them or any claims for trademark or patent infringement or any claim for
libel  or slander or any failure of the Program(s) t comply with applicable law.

Non-payment  of  remittance:  eCHARGE(TM)  will not be liable for payment of any
remittance  or  portion  thereof  which  result  from: (i) transactions that are
ineligible,  fraudulent  or  illegal,  or that violate the rules of the CARRIER,
(ii)  transactions  the  consumer  claims  to  have been performed without their
consent, (iii) transactions in which the Consumer disputes any liability because
the  merchandise  or  services  were not received or were returned, rejected, or
defection,  or  because  you have failed to perform any obligation in connection
which  such  merchandise  or  services.


                                 6.  TERMINATION

A.     By  eCHARGE(TM):  eCHARGE(TM)"  may  terminate  this  Agreement seize any
incoming  funds  and  disconnect Merchant's Program immediately if: (i) Merchant
fails  to pay any charge when due; (ii) Merchant significantly changes the scope
or  focus  of  the  program/application  without  the  prior  written consent of
eCHARGE(TM)  and  the  CARRIER (where required); (iii) breaches any part of this
Agreement  and  such  condition  continues  un-remedied  for ten (10) days after
receipt  of  written  notice; (iv) your insolvency, bankruptcy, receivership, or
dissolution;  (v) your actual or attempted assignment of the Agreement or any of
you duties under this Agreement to another party, except as specified in section
7(B)  of  this Agreement; (vi) your making gross misrepresentations to actual or
prospective  customer  that  have  not  been remedied within 30 days; (vii) your
death  or  incapacity  if  you  are  a natural person; or (viii) if the Merchant
terminates  service  due to (1)adverse affect of Merchant's Program on CARRIER's
tariffed  services,  public  image  or  goodwill, (2) a LEC's failure to provide
necessary  Billing  Services  at  reasonable rates, or (3) receipt of complaints
regarding  Merchant messages, representations, promotions, advertising, products
or  services  or  if  claims  are  made  arising  from  them.


B.     Effect  of  Termination:  Upon termination by eCHARGE(TM), Merchant shall
be  liable  for  any  applicable  charges,  including  termination  charges.  In
addition,  eCHARGE(TM)  may terminate this Agreement without cause with at least
thirty  (30) days prior written notice to Merchant specifying the exact date and
time  of  such  termination.  Notwithstanding  any  Notice  of Termination under
Agreement, this Agreement shall remain effective with respect to any transaction
occurring  prior  to  such  termination  for  a  period  of  one  year.

C.     BY  Merchant:  If  eCHARGE(TM)  fails  to perform or observe any material
term  or  condition of this agreement and such failure continues un-remedied for
thirty  (30)  days  after  receipt  of  written notice, Merchant may cancel this
Agreement  without  liability  for  cancellation  or  termination  charges.

D.     Failure  to Activate 900 or other Number Service(s):  This Agreement will
automatically  terminate  if Merchant does not activate the service within sixty
(60) days of original 900 or other number(s) assignment unless mutually extended
in  writing  by  both  parties  hereto.


                                7.  MISCELLANEOUS

A.     Force  Majeure:  Neither  party  nor  their  respective  affiliates,
subsidiaries, or subcontractors   shall have liability for delays or damages due
to:  fire,  explosion, lightning, pest damage, power surges or failures, strikes
or  labor  disputes,  water, acts of God, the elements, war, civil disturbances,
acts  of  civil or military authorities or the public enemy, inability to obtain
parts  or supplies or network access, transportation (acillities, fuel or energy
shortages,  acts  or omissions of any common CARRIER or its Agent (including the
local  exchange  companies), or other causes beyond a party's control whether or
not  similar  to  the  foregoing.

B.     Neither party may assign this Agreement without the prior written consent
of  the  other  party,  which  consent  shall  not  be  unreasonably  withheld.
Notwithstanding  the  foregoing, eCHARGE(TM)  may assign this Agreement, without
consent  to:  (i)  a  subsidiary,  affiliate,  or parent company; (ii) any firm,
corporation  or  entity  which  eCHARGE(TM) controls, is controlled by, or under
common  control  with; (iii) any partnership in which eCHARGE(TM) has a majority
interest;  or  (iv)  to any entity which succeeds to all or substantially all of
eCHARGE(TM)  assets  whether  by  merger,  sale  or  otherwise.

C.     Merchant  Investigations:  Merchant  acknowledges  and  agrees that it is
entering  into  the  Agreement  based  upon  its  own  independent  decision and
investigation.

D.     Severability:  If  any portion of the Agreement is found to be invalid or
unenforceable,  the  parties  agree  that the remaining portions shall remain in
effect.  The  parties  further  agree  that  in  the  event  such  invalid  or
unenforceable  portion  is  an  essential  part  if  this  Agreement,  they will
immediately  begin  negotiations  for  a  replacement.

E.     Modification  and Waiver:  This Agreement shall not be modified, altered,
changed  or  amended  in  any  respect,  except where initialed by both parties.

F.     Notices:  Any  notice  required  by  this Agreement will be effective and
deemed  delivered  three  (3) business days after posting with the United States
Postal Service when mailed by certified mail, return receipt requested, properly
addressed  and  with  the correct postage, one (1) business day after pick-up by
the  courier  service  when  sent  by  overnight courier, properly addressed and
prepaid  on  one  (1)  business  day  after  the date of the sender's electronic
confirmation  or  receipt  when sent by facsimile transmission.  Notices will be
sent  to  the  address or FAX numbers set forth in this Agreement, unless either
party  notifies  the  other  in  writing  of  an  address  or FAX number change.

G.     Limitation  of  Actions:  Any  legal  action  brought by Merchant against
eCHARGE(TM) with respect to this Agreement must being within two years after the
cause  of  action  arises.

H.     Governing Law/Versus Interpretation:  This Agreement shall be governed by
and  construed  in  accordance  with  the  laws of the State of Washington.  Any
litigation  relative  to  this  Agreement  shall be litigated in the appropriate
legal  forum in Seattle, Washington, or the U.S. District Court for the District
of  Washington.


EXHIBIT  B

DESCRIPTION  OF  SERVICES
-------------------------

eCHARGE(TM)  will  provide  to  merchant  the  following  services:

1)     Contracted  billing  and  collection  via the CARRIER as specified in the
Merchant  Services  Agreement

2)     Transaction  processing  through  the  eCHARGE(TM)  Secure Billing System

3)     eCHARGE(TM)/Merchant  web  page  interface

4)     Known  Uncollectible/Recharge  Blocking

5)     Transaction  documentation

6)     Customer  support  services


                             ECHARGE(TM) CORPORATION
                           MERCHANT SERVICES AGREEMENT
                          Proprietary and Confidential

EXHIBIT  A

PRICES

For  Services  provided  for  in  this  agreement:

1)     Merchant  agrees  to pay eCHARGE(TM) the following amounts upon execution
of  this  agreement:

     (a)     Registration  Fee   $        50.00
     (b)     Security  Deposit:  $_____________
     (c)     Programming:        $_____________
     (d)     Interface:          $_____________

2)     Merchant  agrees  to  pay  eCHARGE(TM)  the  following  amounts  monthly:

     (a)     Fixed  Monthly  Service  Fee     $25.00

     This fee is refundable if the total transaction volume exceeds $500.00 per
month.

3)     Merchant  agrees  to  pay  eCHARGE(TM)  the  following  amounts  on a per
transaction  basis:

          1-499    transactions   9%  per  Transaction
          500-999  transactions   8.25%  per  Transaction
          1000+    transactions   7.50%  per  Transaction

4)     Merchant acknowledges and understands that additional fees will be levied
by  eCHARGE(TM)  to  their  customers  according  to  the  following  schedule:

     For transactions        $10.00  or  less    $0.50 per transaction 

     For transactions  from  $10.01  to  $35.00  $1.00 per transaction

     For transactions  from  $35.01  to  $50.00  $2.00 per transaction

Attached  to  and  made  part of that certain Merchant Services Agreement dated:

__________  _________  ____________
  Month        Day        Year



______________________________________     ____________________________________
Approved  by  Merchant                    Approved  by  eCHARGE(TM)


                             ECHARGE(TM) CORPORATION
                            AGENT SERVICES AGREEMENT
                          Proprietary and Confidential

This  Agent  Agreement  (this  "Agreement"),  dated  as  of 07-29-98, is between
eCHARGE(TM)  Corporation,  a  Washington  corporation  (eCHARGE)  and

Net  Taxi,  2165  S.  Bascom  Avenue,  Campbell,  CA  95009  ("Agent").

Whereas,  eCHARGE(TM)  is  a  financial  transaction  company  specializing  in
Internet  billing  and  collections  and the Agent wishes to act as an agent for
eCHARGE(TM)  in  the  sale  of  the  eCHARGE(TM)  system  to  third  parties,

Now,  therefore,  the  parties  agree  to  the  following:

1.     APPOINTMENT.     eCHARGE(TM)  hereby  appoints  the  Agent  as  its
non-exclusive  agent  to  incorporate  eCHARGE(TM)  Billing System within Agents
commerce  products  on  the  terms  and  conditions  contained  herein.

1.1     Agent  will  develop  a  modified  version  of  its commerce products or
technologies  that  will  integrate  the  eCHARGE(TM)  Billing  System.  The
development  will  result  in  a  version  of the product that can be offered as
optional  functionality  for  Merchants  or  end-users  who  can  install  the
eCHARGE(TM)  Billing  option  in  an  intuitive  and/or  prompted  manner.

1.2     Upon  completion  of the development of the modified product, Agent will
produce  a  demonstration,  either  scripted  and  live,  or  self-running, that
illustrates  the  functionality  and interoperation of the product incorporating
the  eCHARGE(TM)  System.

1.3     Agent  shall  designate  a  contact  who  is  knowledgeable  about  the
functionality  and  interoperation of its products with the eCHARGE(TM)  Billing
System  and  who  is  accessible  to  respond  to  inquiries.


2.     ORDERS.

2.1     Agent  will submit orders from potential eCHARGE(TM)  Merchant customers
to  eCHARGE(TM)  at  its  address  or fax number set forth on the signature page
hereof, on completed order forms provided by eCHARGE(TM), eCHARGE(TM) may change
order  submission  procedures  and  forms  at  any  time upon reasonable written
notice.

2.2     All  orders  are  subject  to the final approval of eCHARGE(TM)  and its
telephone  carrier(s),  and  either  eCHARGE(TM)  or  any carrier may reject any
order  in  its  sole  discretion.

2.3     Agent  acknowledges  that  eCHARGE(TM)  shall  be under no obligation to
provide any services to any customer (including without limitation Agent, in the
event that Agent wishes to become a customer of eCHARGE(TM)) until such customer
has  executed  eCHARGE(TM)'s  standard  forms  of  Master Agreement and Merchant
Services  Agreement,  or  some  variation  thereof  which  is  satisfactory  to
eCHARGE(TM).


3.  COMMISSIONS.

3.1     Subject  to  Section  3.3,  during  the term of this Agreement and for a
period  of one year after the expiration or termination hereof, eCHARGE(TM) will
pay  Agent  commissions  on the accounts of eCHARGE(TM)  customers introduced to
eCHARGE(TM)  by  Agent  in  accordance  with the Agent Fee Schedule set forth in
Exhibit A.  Such fees may be revised annually by eCHARGE(TM) upon written notice
to  the  Agent,  provided  that  in  no  event may they be reduced more than 10%
without  Agent's  prior  written  consent.

3.2     Commissions  shall  be  paid  on the fifteenth day of each month for all
transactions  occurring  during  the previous calendar month.  In the event that
any  amount  payable  to  Agent  is not paid within 30 days of is due date, then
interest  at the rate of 10% per annum (or such lesser amount as constitutes the
maximum  rate allowed by law) will accrue on the unpaid amount until it is paid.

3.3     eCHARGE(TM)  may  cease  to  pay  commissions to Agent in the event that
Agent  violates  its  covenant  set  forth  in  section  4.


4.     NON-COMPETITION.  During the term of, or during the one year period after
the expiration or termination of, this Agreement, Agent shall not contact any of
the  eCHARGE(TM)  customers procured pursuant hereto for the purpose of inducing
them  to  switch  to  another  provider  of  Internet  billing  services.

5.     TRADE  NAMES AND MARKS. eCHARGE(TM) grants Agent a limited license to use
its name and federally registered marks only in connection with obtaining orders
under  this  Agreement.  This limited license will terminate upon the earlier of
(a) the expiration or termination of this Agreement and (b) eCHARGE(TM)'s giving
Agent  written  notice  to  stop  using  its  trade  names  and  service  marks.

6.     TERMS  AND  TERMINATION.

6.1     The  Term  of  this Agreement shall be for a period of one year from the
date hereof.  Thereafter, it will continue on a month-to-month basis until it is
terminated by either party upon at least thirty days prior written notice to the
other  party  or  by  eCHARGE(TM)  in  accordance  with  Section  6.2  below.

6.2     eCHARGE(TM) may terminate this Agreement upon written notice to Agent in
the  event  that  Agent  violates  the  covenant  set  forth  in  Section  4.


7.     INDEPENDENT  CONTRACTOR.  The  Agent  is  an  independent  contractor
hereunder.  This  Agreement  does  not  create  any  partnership  or  agency
relationship  between  the  parties,  and neither party will have the right, nor
will  it  attempt, to bind, act for, or otherwise make representations on behalf
of  the  other  party,  unless  expressly  agreed  to in a writing signed by the
parties.


8.     eCHARGE(TM) will allocate a Marketing Flex Fund in the amount  of  Thirty
Thousand Dollars ($30,000) to Agent upon the signing of the Agent Agreement. The
fund can be used for mutually  agreed  upon payments or credits in the following
manner:

-     Buy  down  of  Transaction  charges  for  Merchants
-     Purchase  of  Banner  Advertising  on  and/or  of  the  placement  of  the
eCHARGE(TM)  logo  on  the front page of Agent web site for a period of at least
six  months  or  purchase  Co-op  Advertising  in  Trade  Magazines.
-     Payment  for  a  third  party  software  Integration  technical  team  to
accelerate  the  implementation  of  the  eCHARGE(TM)  billing  option.
-     Joint  promotional  programs  such as Trade Shows, Seminars, International
Marketing  programs  or  other  items  as  jointly agreed upon between Agent and
eCHARGE(TM)  .
-     This  agreement must be signed and returned to eCHARGE(TM) before July 28,
1998  to  take  advantage  of  the  Marketing  Flex  Fund.
-     Upon  execution of this Agreement, eCHARGE(TM) agrees to allocate  $30,000
to  advertising on the nettaxi.com website.  Payments of the  $30,000 will be as
follows:
a.          first installment  of $10,000 upon signing will be paid to Nettaxi.
b.          balance of  $20,000  paid  out  over  next  four months, as monthly
installments  of  $5,000  each.

9.     MISCELLANEOUS

9.1     eCHARGE(TM)  reserves  the  right  to  review  and approve all marketing
programs  designed  to  promote  eCHARGE(TM)  or  the  Agent's relationship with
eCHARGE(TM)  .

9.2     Agent  agrees  to  prominently display the eCHARGE(TM) logo on its site,
and  to  provide  eCHARGE(TM)  with  a  banner  ad  on  their  home  page.

9.3     No  failure of any party to exercise any right or remedy hereunder shall
constitute  a  waiver  of  such  or  any other right or remedy on any subsequent
occasion.

9.4     This  Agreement inures to the benefit of and binds the parties and their
successors  and  assigns.

9.5     This Agreement may be amended only by an instrument in writing signed by
both  parties.

9.6     If  any  provision  hereof is determined to be invalid or unenforceable,
such  provision  shall  be  deemed  to  be  severably from the remainder of this
Agreement  and  shall  not  cause  the  invalidity   or  unenforceability of the
remainder  of  this  Agreement.

9.7     This  Agreement  contains  the  entire understanding between the parties
concerning  the  subject  matter  hereof.


10.     NOTICES.  All  notices delivered pursuant to the provisions hereof shall
be  deemed  delivered  when  (a)  actually delivered by hand, (b) ten days after
being  sent  postage prepaid by United States first class mail, postage prepaid,
(c) or two days after being sent via a nationally recognized courier service, or
(d)  one  day  after  being  sent  by  facsimile,  to the recipient's address or
facsimile  number  set  forth  on  the  signature  page hereof, or to such other
address  or facsimile number of which the recipient last shall have notified the
other  party  in  writing.

IN  WITNESS  WHEREOF,  the  parties  have  caused  their  duly  authorized
representatives  to  sign  this  Agreement  as  of the date first above written.

eCHARGE(TM)  Corporation               AGENT


______________________________     _________________________________
Authorized  Signature               Authorized  Signature


______________________________     _________________________________
Title                              Title


______________________________     _________________________________
Date                                   Date


EXHIBIT  A  -  AGENT  FEE  SCHEDULE


MERCHANT  FEES  (PAID  BY  MERCHANT)
------------------------------------

                                        PRICING  SCHEDULE


                                  AGENT         AGENT          ECHARGE
                                 CHARGES       RECEIVES        RECEIVES

1)   REGISTRATION  FEE           $50.00       $35.00            $15.00
2)   MONTHLY  RECURRING  (IF
     UNDER  $500  PER  CYCLE)    $25.00       $ 5.00            $20.00


3)   BILLING  FEE  (PERCENT  OF
     GROSS  TRANSACTIONS)
     0-500     TRANSACTIONS  PER  MONTH              9%
     501-1000                                     8.25%
     1001+                                        7.50%

CONSUMER  FEES  (PAID  BY  CONSUMER)
------------------------------------

TRANSACTION  VALUE                       PRICING  SCHEDULE

SECURE  TRANSACTION  FEES                     AGENT          ECHARGE
(0-10000  TRANSACTIONS)          FEE         RECEIVES       RECEIVES

             $0-$10           $0.50          $0.10          $0.40
             $10.01-35        $1.00          $0.15          $0.85
             $35.01-          $2.00          $0.20          $1.80

SECURE  TRANSACTION  FEES
(10001-20000  TRANSACTIONS)

             $0-$10           $0.50          $0.11          $0.39
             $10.01-35        $1.00          $0.16          $0.84
             $35.01-          $2.00          $0.22          $1.78

SECURE  TRANSACTION  FEES
(20001+  TRANSACTIONS)

             $0-$10           $0.50          $0.12          $0.38
             $10.01-35        $1.00          $0.17          $0.83
             $35.01-          $2.00          $0.24          $1.75






 TYPE:  EX-10.47
 SEQUENCE:  7


                              CONVERSION AGREEMENT
                              --------------------

This  Agreement  is  made  and  entered  Into  by  and  between  NETTAXI  ONLINE
COMMUNITIES  INC, a Delaware corporation ("NeTTaxi"), and SSN Properties, LLC, a
California  limited liability company (SSN'), with respect to that certain Asset
Purchase  Agreement  dated  as  of  October  1. 1997, by and between the parties
hereto and that certain Convertible Secured Promissory Note of the same date and
in  the  form  of  Exhibit  D  to  the  Asset  Purchase  Agreement.

                                    RECITALS:

WHEREAS,  under  the  terms  of  the  Asset  Purchase  Agreement  and  under the
Convertible  Secured  Promissory  Note, SSN has the right to convert up to fifty
percent  (50%)  of  the  amount of the Convertible  Secured Promissory Note into
common  stock  of  NeTTaxi  at  $1.00  per  share,  and

WHEREAS, NeTTaxi is additionally indebted to SSN in the amount of $70,000 net of
the  legal  fees  payable  by reason of the Proskaur Rose litigation; and

WHEREAS,  the  parties  hereto  desire  to  dispose  of and conclude any and all
outstanding  matters  and  issues  I  between them respecting the Asset Purchase
Agreement  and  the  Convertible  Secured  Promissory  Note;

NOW,  THEREFORE,  in  consideration  of the premises and mutual representations,
covenants  and  agreements  hereinafter  set  forth, and other good and valuable
consideration,  the receipt and sufficiency of which Is hereby acknowledged, the
parties  hereto  agree  as  follows:

Section  1.     CONVERSION  OF  THE CONVERTIBLE SECURED PROMISSORY NOTE.     The
principal  of the Convertible , Secured Promissory Note, $1,020,000, and accrued
. interest, through 307 days to September 4, 1998 of $85,792 is hereby agreed to
be;  converted  into  1,105,792  shares  of  the  common  stock  of  NeTTaxi.

Section  2.     PAYMENT  OF  $70,000.     Additionally,  SSN agrees to accept in
full payment for the outstanding account. receivable in the amount of $70,000 an
additional 70,000 shares of the common stock of NeTTaxi, for an aggregate amount
of  1,175,792.

Section  3.     RELEASE  OF  ALL  CLAIMS  AND  SECURITY  INTERESTS.     In
consideration  of  the  conversion  and  payment  set  forth in Sections I and 2
hereinabove,  SSN  hereby  accepts  such  payments  In stock in lieu of cash and
hereby releases and discharges NeTTaxi from any and all claims, causes of action
or  other  obligations  respecting  said Convertible Secured Promissory Note and
account'.  receivable.

Section  4.     INDEMNIFICATION.  SSN  agrees  to  indemnify  and  hold harmless
NeTTaxi  and its respective employees, directors, officers, agents or affiliates
from  and  against  any losses, claims, damages, liabilities, joint and several,
including  all  legal  and other expenses reasonably incurred in connection with
any  and  all  obligations  or  claims  for  payment or causes of action against
NeTTaxi  arising  out  of the assets or the transaction represented by the Asset
Purchase  Agreement  to the extent of the indemnification contained in the Asset
Purchase  Agreement

Section  5.     SEVERABILITY.     If  any  provision  of this Agreement shall be
held  or  made invalid by a statute, rile, regulation, decision of a tribunal or
otherwise, the remainder of this Agreement shall not be affected thereby and. to
this  extent,  the provisions of this Agreement shall be deemed to be severable,

Section  6.     AUTHORIZATION / ADDITIONAL AGREEMENTS. SSN and NeTTaxi represent
and  warrant  that each has all requisite power and authority, and all necessary
authorizations,  to  enter  into  and carry out the terms and provisions of this
Agreement.  SSN  hereby  undertakes  and


agrees  to  execute  and deliver any additional agreements required to carry out
the  terms  of  this  Agreement

SECTION  7.     SUCCESSORS.     This  Agreement  and all rights, liabilities and
obligations  hereunder  shall  be  binding upon and inure to the benefit of each
party's successors but may not be assigned without the prior written approval of
the  other  party.  Any  such  approval  shall  not  be  unreasonably  withheld.

Section  8.     HEADINGS.     The  descriptive  headings of the sections of this
Agreement  are  inserted  for convenience only, do not constitute a part of this
Agreement  and shall not affect in any way the meaning or interpretation of this
Agreement.

Section 9.     NOTICES. Any notice or other communication to be given to NeTTaxi
hereunder  may  be  given by delivering the same in writing to 2165 South Bascom
Avenue,  Campbell, California 95008, and any notice or other communication to be
given  to  SSN  may be given by delivering the same to SSN Properties, LC, 14836
Three  Oaks  Court,  Saratoga,  California  95070,  or  in each case, such other
address  of  which  a  party  shall  have  received  notice. Any notice or other
communication  hereunder  shall  be deemed given three days after deposit in the
mail  if mailed by certified mail, return receipt requested, or on the day after
deposit  with an overnight courier service for next day delivery, or on the date
personally  delivered.

EXECUTE  this  4th  day  of  September,  1998.

NETTAXI  ONLINE  COMMUNITES,  INC.             SSN  PROPERTIES,  LLC

By: /s/ Robert  A.  Rositano,  Jr.             By:  /s/  Robert A. Rositano, Sr.
    -------------------------------                 ----------------------------
        Robert  A.  Rositano,  Jr.                       Robert A. Rositano, Sr.
        Chairman and Chief Executive Officer             Manager

                                        2