EXHIBIT 10.8


         CONTRIBUTION AGREEMENT DATED AS OF MARCH 31, 1999 BY AND AMONG
     GATEWAY ADVISORS, INC., BEJAN AMINIFARD, MOSEN AMINIFARD AND DEREK WALL

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                             CONTRIBUTION AGREEMENT

         THIS  CONTRIBUTION  AGREEMENT (this  "Agreement") is entered into as of
 March 31, 1999, by and among,  Gateway  Advisors  ("Gateway"),  Bejan Aminifard
 ("Bejan"),  Mosen Aminifard ("Mosen"),  and Derek Wall ("Derek") (collectively,
 the "Contributors") and E-Taxi,  Inc., a Delaware  corporation (the "Company").
 For purposes of this  Agreement,  Gateway  shall  include its  affiliates.  The
 Company  and the  Contributors  are  referred  to  collectively  herein  as the
 "Parties."


                                    RECITALS

           A.  Gateway,  Bejan,  Mosen,  and  Derek own 24%,  52%,  12% and 12%,
  respectively,  of  TechStore  LLC,  a  California  limited  liability  company
  ("TechStore"),  representing all of the ownership interest in TechStore, as of
  the date hereof.

           B. Each of the Contributors  desires to contribute to the Company his
  or  her  equity  interest  in  TechStore   (collectively,   the   "Contributed
  Interests"),  in exchange  for (i) shares of common  stock of the Company (the
  "Common Exchange  Shares");  and (ii) shares of preferred stock of the Company
  (the "Series A Preferred Stock") (together, the "Exchange Shares").

           C. The  exchange of shares of common stock (the  "Exchange")  and the
  subsequent  acquisitions  of other  e-commerce  companies  will be effected in
  preparation  for the merger of the  Company  with and into a  publicly  traded
  company (the "Roll-Up").


                                    AGREEMENT

         The Parties hereby agree as follows:


                      ARTICLE I - CONTRIBUTION AND EXCHANGE

         1.1  Exchange.   On  the  date  hereof  (the  "Exchange   Date"),   the
 Contributors shall contribute to the Company all of their respective  interests
 in TechStore and the Company shall (i) issue  480,000,  1,040,000,  240,000 and
 240,000  shares of common  stock of the  Company to Gateway,  Bejan,  Mosen and
 Derek,  respectively;  and (ii) issue 96,000, 208,000, 48,000 and 48,000 shares
 of  the  Series  A  Preferred  Stock  to  Gateway,   Bejan,  Mosen  and  Derek,
 respectively.  The foregoing  amounts of Series A Preferred  Stock convert into
 384,000,  832,000,  192,000,  and  192,000  shares of common  stock of  E-Taxi,
 respectively.  The Series A Preferred Stock shall have the rights, preferences,
 privileges  and  restrictions  set  forth  in  the  Company's   Certificate  or
 Incorporation,  a  copy  of  which  is  attached  hereto  as  Exhibit  A.  (the
 "Certificate").  The Company's  issuance of the Common Exchange Shares, and the
 issuance of the Series A Preferred Stock to each of the Contributors,  shall be
 the sole consideration for the Contributed Interests by the Company.

          1.2 Stock Certificates. On the Exchange Date, the Seller shall deliver
 to Buyer documents  evidencing  ownership in Purchased Interest (as hereinafter
 defined).The  Company will deliver to each  Contributor  on the Exchange Date a
 duly issued and authenticated certificate evidencing the Common Exchange Shares
 and the Series A  Preferred  Stock  issuable  to such  Contributor  pursuant to
 Section 1.1.


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      ARTICLE 2 - CONTRIBUTORS' REPRESENTATIONS, WARRANTIES AND AGREEMENTS

          Each of the Contributor's  represents,  warrants and agrees, severally
for himself or herself, as follows:

          2.1  Ownership of  Contributed  Interests  Delivered in Exchange.  All
 ownership  interests in TechStore  shall be  delivered  by the  Contributor  in
 exchange for the Exchange  Shares are owned by the  Contributor,  of record and
 beneficially,  free and clear of any pledge,  lien, security interest,  charge,
 claim,  option or  encumbrance  of any kind, and upon the delivery of documents
 evidencing such Contributed  Interests,  all of the Contributor's  right, title
 and interest in and to such Contributed  Interests shall have been contributed,
 transferred  and  assigned to the Company  free and clear of any pledge,  lien,
 security interest, charge, claim, option or encumbrance of any kind.

          2.2 Legend.  The  certificate  representing  the Exchange Shares to be
 issued to the Contributor hereunder shall bear the following legend:

 "THE  SECURITIES  REPRESENTED  BY  THIS  CERTIFICATE  HAVE  BEEN  ACQUIRED  FOR
 INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY
 STATE  SECURITIES  LAWS  AND MAY BE  OFFERED,  SOLD OR  TRANSFERRED  ONLY IF SO
 REGISTERED OR IF EXEMPTIONS FROM SUCH REGISTRATION  REQUIREMENTS ARE AVAILABLE.
 NO TRANSFER  OF THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  MAY BE MADE
 EXCEPT (A) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES
 ACT OF 1933, AS AMENDED (THE "ACT"),  OR (B) IF THE COMPANY HAS BEEN  FURNISHED
 WITH AN OPINION OF COUNSEL FOR THE HOLDER (WHICH COUNSEL SHALL BE ACCEPTABLE TO
 THE COMPANY),  SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY, TO THE EFFECT
 THAT SUCH  TRANSFER IS EXEMPT FROM THE  PROVISIONS  OF SECTION 5 OF THE ACT AND
 THE RULES AND REGULATIONS IN EFFECT THEREUNDER.

          2.3 Securities  Unregistered.  The Contributor acknowledges that he or
 she has been  advised  that (a) the  Exchange  Shares have not been  registered
 under the  Securities  Act of 1933, as amended,  and the rules and  regulations
 promulgated  thereunder  (the  "Act"),  (b) the  Exchange  Shares  must be held
 indefinitely,  and the  Contributor  must continue to bear the economic risk of
 the investment in the Exchange Shares unless they are  subsequently  registered
 under the Act or an exemption from such  registration  is available,  (c) there
 currently is no public market for the Exchange Shares, (d) when and if Exchange
 Shares can be  transferred  pursuant to this  Agreement,  Rule 144  promulgated
 under  the Act is not  presently  available  with  respect  to the  sale of any
 securities  of the  Company,  and the Company has made no covenant to make such
 Rule available,  (e) when and if Exchange Shares may be disposed of pursuant to
 this Agreement  without  registration in reliance on Rule 144, such disposition
 can be made only in limited amounts in accordance with the terms and conditions
 of such Rule,  (f) if the Rule 144  exemption  is not  available,  public  sale
 without  registration  will require  compliance with Regulation A or some other
 exemption  under the Act, (g) a restrictive  legend in the form  heretofore set
 forth  shall be placed on the  certificates  or  instruments  representing  the
 Exchange Shares, and (h) a notation shall be made in the appropriate records of
 the Company  indicating that the Exchange Shares are subject to restrictions on
 transfer  and,  if the  Company  should at some time in the  future  engage the
 services of a stock transfer agent, appropriate stop transfer restrictions will
 be issued to such transfer agent with respect to the Exchange Shares.

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          2.4 Sales.  If any of the  Exchange  Shares are to be  disposed  of in
 accordance  with Rule 144 under the Act or  otherwise,  the  Contributor  shall
 promptly  notify the Company of such intended  disposition and shall deliver to
 the Company at or prior to the time of such disposition  such  documentation as
 the Company may  reasonably  request in  connection  with such sale and, in the
 case of a  disposition  pursuant to Rule 144,  shall  deliver to the Company an
 executed  copy  of any  notice  on Form  144  required  to be  filed  with  the
 Securities and Exchange Commission.

         2.5 Investment  Representations.  Contributor is acquiring the Exchange
Shares for  investment for his or her own account and not with a view to, or for
resale in connection with, the distribution or other  disposition  thereof.  The
Contributor  further represents and warrants that (a) Contributor has been given
the opportunity to obtain any  information or documents  relating to (and to ask
questions and receive answers about such documents) the Company and the business
and prospects of the Company which  Contributor  deems necessary to evaluate the
merits and risks related to his investment in the Exchange  Shares and to verify
the information  received;  (b) Contributor's  financial  condition is such that
Contributor  can afford to bear the  economic  risk of holding the  unregistered
Exchange  Shares for an  indefinite  period of time and has  adequate  means for
providing for his current needs and personal contingencies;  (c) Contributor can
afford to suffer a complete loss of the investment in the Exchange  Shares;  (d)
all  information  which  Contributor  has  provided  to the  Company  concerning
Contributor and his financial position is correct and complete as of the date of
this Agreement; (e) Contributor understands and has taken cognizance of all risk
factors related to the  acquisition of the Exchange  Shares;  (f)  Contributor's
knowledge  and  experience  in  financial  and  business  matters  are such that
Contributor  is capable  of  evaluating  the  merits and risks of  Contributor's
acquisition of the Exchange Shares as contemplated by this Agreement.

             ARTICLE 3 - ADDITIONAL REPRESENTATIONS OF CONTRIBUTORS

         Each of  Bejan,  Mosen,  and Derek  represents,  warrants  and  agrees,
severally  for himself or herself,  as follows,  subject to the  Representations
Schedule attached hereto as an Exhibit and incorporated by reference:

         3.1.  President of TechStore.  Derek Wall is the duly elected President
of TechStore.

         3.2. Business. TechStore is in the business of selling computer related
equipment and software over the internet (the "Business").

        3.3.  Organization and Good Standing.  TechStore is a limited  liability
company duly organized,  validly existing and in good standing under the laws of
the State of California and has the corporate  power and authority to own, lease
and  operate its  properties  and to  transact  its  business as it is now being
conducted,  holds all material  franchises,  licenses and permits  necessary and
required  therefor,  and is duly  qualified or licensed to do business and is in
good standing in each jurisdiction where the nature of the business conducted by
it or the ownership,  lease or operation of its properties requires a license or
qualification.

         3.4.  Consents  and  Approvals.  Except as set forth in  Schedule  3.4,
execution  and  delivery of this  Agreement  and the  transactions  contemplated
hereby will not: (a) violate any  provision of the Articles of  Organization  or
Bylaws of TechStore; (b) violate any statute, rule, regulation,  order or decree
of  any  public  body  or  authority  (including  governmental   self-regulatory
agencies) by which TechStore, any of its properties or assets, or the Seller may
be bound;  (c)  require  any filing  with or permit,  consent or approval of any
public body or authority (including non-governmental  self-regulatory agencies);
or  (d)result in a violation  or breach of, or  constitute  (with or without due

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notice  or lapse  of time or  both) a  default  (or  give  rise to any  right of
termination,  cancellation or acceleration) under, any of the terms,  conditions
or  provisions  of  any  note,  bond,  mortgage,  pledge,  indenture,   license,
franchise,  permit,  agreement  or  other  instrument  or  obligation  to  which
TechStore or the Seller,  or any of the properties or assets of TechStore or any
shareholder, may be bound.

         3.5.  Capitalization.  Immediately  following the  consummation  of the
Purchase  Agreements,  by and between each of Bejan and  TechStore  and Gateway,
dated  as of the  date  hereof  (the  "Purchase  Agreements")  and  prior to the
consummation  of the  Roll-Up  Transactions,  all  the  issued  and  outstanding
Members'  interest,  on a  percentage  basis,  will be as follows:  Gateway=24%,
Bejan=52%,  Mosen=12%,  and  Derek=12%.  Since  December 1, 1998, and except for
interests issued to Gateway,  no ownership interest in TechStore has been issued
or have been  transferred  to or from  TechStore.  All  issued  and  outstanding
ownership interests in TechStore have been validly issued and are fully paid and
non-assessable,  have not been  issued  in  violation  of and are not  currently
subject to, any  preemptive  rights.  Except as disclosed in Schedule 3.5, there
are not,  as of the date  hereof,  any  outstanding  or  authorized  convertible
securities, subscriptions, options, warrants, calls, rights, commitments, or any
other  agreements of any character to which TechStore is a party that,  directly
or indirectly  (i) obligate  TechStore to issue any  ownership  interests or any
securities  convertible  into, or exercisable or exchangeable for, or evidencing
the right to subscribe for any shares of capital  stock,  (ii)call for or relate
to the sale, pledge, transfer or other disposition by TechStore of its ownership
interests, or (iii)relate to the voting or control of the ownership interests.

         3.6      Financial Statements.

       (a)TechStore  has previously  provided to the Company  audited  financial
statements of TechStore  since its  inception,  including  Balance  Sheets as of
December 31, 1998,  and the related  Statements of Operations  and Statements of
Cash  Flow  for  the  year  then  ended   (collectively,   "TechStore  Financial
Statements").

      (b)TechStore  Financial  Statements  have been prepared in accordance with
generally accepted  accounting  principles applied on a consistent basis (except
as may be indicated therein or in the accompanying  notes or schedules  thereto)
and fairly  present the financial  position of TechStore as of the dates thereof
and the results of operations and changes in financial position of TechStore for
then ended, subject to any other adjustments described therein.

           3.7. Status of Liabilities. Since December 1, 1998, and except as set
forth on Schedule 3.7, TechStore has paid all normal and recurring  installments
(i) of bank and  other  long  term  debt,  (ii)  under  leases  and  contractual
obligations  and (iii) any and all other  amounts due and payable to any persons
or entities. TechStore does not have any liabilities (whether absolute, accrued,
contingent,  unliquidated or otherwise)  except (a) liabilities,  obligations or
contingencies  which are  accrues or reserved  against in the  balance  sheet of
TechStore  as of December 31, 1998  ("TechStore  Balance  Sheet"),  (b) normally
recurring  liabilities incurred after the date of the TechStore Balance Sheet in
the  ordinary  course of business and  consistent  with past  practice,  and (c)
liabilities  incurred after the date of the TechStore Balance Sheet not incurred
in the ordinary course of business which do not exceed $25,000.

           3.8.  Assets.  Except as set forth in Schedule  3.8,  TechStore,  has
good, valid and marketable title to all of the assets,  properties (tangible and
intangible) and rights used in or related to the business as presently conducted
(the  "Assets"),  free and  clear of all  mortgages,  liens,  pledges,  security
interests,  charges,  claims,  restrictions,  and  encumbrances  of  any  nature
whatsoever ("Encumbrances"),  except for liens for current taxes not yet due and
payable.

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           3.9.  Taxes and Tax  Returns.  Except as set forth in  Schedule  3.9,
TechStore has filed or caused to be filed on a timely basis all federal,  state,
local,  foreign and other tax returns,  reports and declarations  (collectively,
"Tax  Returns")  required  to be  filed  by  TechStore  in  connection  with the
Business.  All Tax Returns filed by or on behalf of TechStore in connection with
the Business are materially  complete in all respects.  To the knowledge of each
of  the  Contributors,   TechStore  has  paid  all  income,  estimated,  excise,
franchise,  gross receipts,  capital stock, profits, stamp,  occupation,  sales,
use,  transfer,  value  added,  property  (whether  real,  personal  or  mixed),
employment,  unemployment,  disability,  withholding,  social security, workers'
compensation  and  other  taxes,  and  interest,  penalties,  fines,  costs  and
assessments (collectively, "Taxes"), due and payable with respect to the periods
covered by such Tax Returns (whether or not reflected thereon). To the knowledge
of each of the Contributors,  there are no tax liens on any of the properties or
assets,  real, personal or mixed,  tangible or intangible,  of TechStore.  Since
January 1, 1999, TechStore has not incurred any Tax liability in connection with
the Business  other than in the ordinary  course of business.  No  deficiency in
Taxes for any period has been asserted in writing by any taxing  authority which
remains  unpaid at the date  hereof,  no written  inquiries or notices have been
received by TechStore from any taxing  authority with respect to possible claims
for Taxes,  each Contributor has no reason to believe or has knowledge that such
an inquiry or notice is pending or  threatened,  and, to the  knowledge  of each
Contributor,  there is no basis for additional  claims or assessments for Taxes.
TechStore  has not agreed to the  extension of the statute of  limitations  with
respect to any Tax Return or tax period.

           3.10. Material Changes. Since January 1, 1999 and except as set forth
in Schedule  3.10,  there has not been (i) any  material  adverse  change in the
Assets, the operations,  prospects, or condition (financial or otherwise) of the
Business or of TechStore,  (ii) any damage,  destruction or loss, whether or not
covered by  insurance,  affecting  the  Assets,  the  operations,  prospects  or
condition (financial or otherwise) of the Business,  (iii) any material increase
in the rate of compensation  payable or to become payable by either of TechStore
to any of its  employees  engaged in the conduct of the Business or any material
increase in the rate of the amounts paid, payable or to become payable under any
bonus, insurance,  pension or other benefit plan, or any arrangement made for or
with any such  employees,  (iv) any  material  actual or  threatened  trouble or
disruption of TechStore's  relations with its agents,  customers,  or suppliers,
with respect to the Business, (v) any resignations or threatened resignations of
employees of the Business with salaries exceeding $50,000;  or (vi) any material
liability incurred with respect to the Business, other than liabilities incurred
in the ordinary course of business consistent with past practice, or any lien or
encumbrance  discharged or satisfied with respect to the Business or the Assets,
or any failure to pay or discharge  when due any  liability of which the failure
to pay or  discharge  has  caused or will cause any  material  damage or risk of
material loss to the Business or any of the Assets. There has been no amendment,
waiver or termination of any material agreement,  contract,  commitment,  lease,
plan,  permit,  authorization  or arrangement  ("Contract or License") which has
been delivered to the Company in connection  with its due diligence  review,  or
any other  Contract or License,  which  materially  relates to  TechStore or the
Business,  or any waiver of any rights of substantial  value with respect to the
Business or the Assets, whether or not in the ordinary course of business.

           3.11. Legal Proceedings; Compliance with Law.

                     (a)Except  as  set  forth  in  Schedule  3.11(a),   to  the
  knowledge  of  each  of  the  Contributors,   there  is  no  lawsuit,  action,
  arbitration,  administrative  or other  proceeding,  criminal  prosecution  or
  governmental  investigation or inquiry  ("Litigation")  that is pending or, to
  the knowledge of each of the Contributors, threatened against or related to or
  otherwise affecting TechStore, the Business, the Assets or any property leased
  or rented to TechStore.  There has been no material  Default  (defined  below)
  under any Regulations  (defined below) applicable to TechStore with respect to

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  the  Business or the Assets,  including  Regulations  relating to pollution or
  protection of the environment. As used in this Agreement,  "Default" means (a)
  a breach,  default or violation,  or (b) the  occurrence of an event that with
  the  passage of time or the  giving of notice,  or both,  would  constitute  a
  breach,  default or violation.  As used in this Agreement,  "Regulation" means
  any statute, law, ordinance,  regulation, order or rule of any federal, state,
  local,  foreign or other  governmental  agency or body or of any other type of
  regulatory body, including,  without limitation, those covering environmental,
  energy,  safety,  health,  transportation,  bribery,  record keeping,  zoning,
  anti-discrimination,  antitrust,  wage and hour,  and  price and wage  control
  matters.

                     (b) Except as set forth in  Schedule  3.11(b)  and  without
  limiting the  generality  of  subsection  (a),  there has not been at any time
  since  TechStore's  inception,  or otherwise,  to the knowledge of each of the
  Contributors (i) any Environmental Condition (defined below) at or relating to
  the premises at which the Business  has been  conducted,  or at or relating to
  any  property  owned,  leased or operated  by  TechStore  (or any  predecessor
  thereof)  with respect to the  Business at any time,  or at or relating to any
  property at which wastes  generated  by  TechStore  or the Business  have been
  deposited or disposed of, nor have  TechStore  received  written notice of any
  such Environmental Condition, or (ii) any written notice received by TechStore
  that  TechStore  violated any  Regulation or  Environmental  Law governing the
  shipment or storage of hazardous  materials.  "Environmental  Condition" means
  any  condition  or  circumstance,  whether  created by  TechStore or any third
  party,  that (i) requires  abatement or correction under an Environmental  Law
  (defined  below),  (ii) is  reasonably  likely  to give  rise to any  civil or
  criminal  liability under an Environmental  Law, or (iii) is reasonably likely
  to create a public or private  nuisance,  including,  but not  limited to, the
  presence of asbestos, PCBs, hazardous substances,  radioactive waste or radon.
  "Environmental  Law"  includes  all  Statutes  and  Regulations   relating  to
  pollution or protection of the environment as well as any principles of common
  law under which a party may be held liable for the release or discharge of any
  materials into the  environment  including,  but not limited to,  nuisance and
  trespass.
                   (c) Except as set forth in Schedule  3.11(c),  TechStore  has
  obtained all governmental permits,  licenses,  registrations,  certificates of
  occupancy, approval and other authorizations (the "Governmental Permits") that
  are required for the complete  operation of the Business as presently operated
  and that if not obtained could have a material adverse effect on the Business.
  To the knowledge of each of the Contributors all of the material  Governmental
  Permits are  presently  in full force,  and, to the  knowledge  of each of the
  Contributors, no revocation, modification,  cancellation or withdrawal thereof
  has been  threatened.  TechStore  has filed such timely and  complete  renewal
  applications  as may be required  with respect to their  Governmental  Permits
  that if not obtained  would have a material  adverse  effect on the  Business.
  TechStore are in full compliance with their Governmental Permits.

                  3.12. Intellectual Property.

                     (a) Except as set forth in Schedule 3.12(a), TechStore owns
  or has the legal right to use without limitation and payment of royalties, the
  patents, patent applications, inventions, copyrights, trademarks, trade names,
  licenses,  software (whether existing and under development) and other legally
  protectable rights used in the Business (the "Intellectual  Properties").  All
  the Intellectual Properties are valid and in good standing, freely assignable,
  and are subject to no material liens,  charges,  contractual rights or, to the
  knowledge of each of the Contributors,  claims or other interests of any other
  person and are  adequate  and  sufficient  to permit  TechStore to conduct the

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  Business.  No rights under any patents,  inventions,  copyrights,  trademarks,
  trade  names,  licenses or other  legally  protectable  rights owned solely or
  partially by others, including directors,  officers or employees of TechStore,
  are required by TechStore in connection with the conduct of the Business,  and
  the consummation of the  transactions  contemplated by this Agreement will not
  materially alter or impair any such rights.

                     (b) Except as set forth in  Schedule  3.12(b),  each of the
  Contributors  has no  knowledge  of, and has  received no notice to the effect
  that  any  product  TechStore  manufactures  or sells  or  distributes  or any
  services TechStore provides,  or the marketing or use by TechStore of any such
  product or service, may infringe any patent, trademark,  trade name, copyright
  or legally  protectable right of another.  All trade secrets, if any, owned or
  used by TechStore are, to the knowledge of each Contributor, owned free of any
  adverse claims, rights or encumbrances as to its exclusive rights thereto, and
  TechStore  has used  reasonable  efforts  to protect  its rights to  continued
  secrecy thereof.

           3.13.   Distributors,   Customers  or   Suppliers.   Neither  of  the
  Contributors  is aware that any customer,  distributor or supplier  intends to
  cease doing  business  with  TechStore  or to alter  materially  the amount of
  business  done  with  TechStore  due  to  consummation  of  the   transactions
  contemplated by this Agreement or any other reason.

           3.14. Real Property.

                     (a)  TechStore  operates  the  Business  on parcels of real
  property   located  at  14  Commercial   Blvd.,   Novato,   California   94949
  (collectively, the "Leased Parcels").

                     (b)  TechStore  has  not  received  written  notice  of any
  governmental  assessments  made  against the Leased  Parcels  which are unpaid
  (except any ad valorem taxes for the current tax year which are due or payable
  and not delinquent).

                     (c)  TechStore  has not received any written  notice of any
  violation of any laws, rules,  regulations or ordinances  (including,  without
  limitation, zoning and environmental laws, regulations or ordinances) relating
  to the Leased  Parcels or  requesting  or  requiring  the  performance  of any
  repairs, alterations or other work in order so to comply.

                     (d)  TechStore  has  not  received  written  notice  of any
  assessment  for public  improvements  or  otherwise  which is due and  remains
  unpaid with respect to any portion of the Leased Parcels and TechStore has not
  received any written  notice of any currently  proposed or pending  assessment
  for public improvements or otherwise with respect to the Leased Parcels.

                     (e) The plumbing, heating, electrical,  ventilation and air
  conditioning  systems,  elevator systems and all other mechanical  systems and
  equipment at the buildings and other  improvements  constituting of the Leased
  Parcels are in good working order, subject to normal wear and tear and the age
  and condition of the Leased Parcels.

                     (f)  To the  knowledge  of  each  Contributor,  the  Leased
  Parcels  (or uses to which they are put)  materially  conform in all  respects
  with all applicable zoning regulations or ordinances.

           3.15. Licenses. TechStore has the right to use all computer software,
  including all property rights constituting part of the computer software, used
  in  connection  with  and  material  to the  operation  of the  Business  (the
  "Computer Software").

           3.16. Accounts Receivable;  Inventories and Equipment.  Except as set
  forth in Schedule 3.16,  the accounts  receivable of the Business are in their
  entirety  valid  accounts  receivable,  arising  in  the  ordinary  course  of
  business.  The  inventories  and equipment of the Business are in all material
  respects merchantable and fully usable in the ordinary course of business.

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            3.17.  Compensation.  Each of the  Contributors  warrants  that  the
  transactions  contemplated  by this Agreement will not result in any liability
  for severance or separation pay to any employee or  independent  contractor of
  the Business.

            3.18.  Employee Benefit Plans. Except as set forth in Schedule 3.18,
  TechStore  does  not  maintain  or  sponsor,  nor are  they  required  to make
  contributions to, any pension,  profit-sharing,  savings,  bonus, incentive or
  deferred  compensation,  severance pay,  medical,  life insurance,  welfare or
  other employee  benefit plan.  All pension,  profit-sharing,  savings,  bonus,
  incentive or deferred  compensation,  severance pay, medical,  life insurance,
  welfare or other employee  benefit plans within the meaning of Section 3(3) of
  the Employee  Retirement Income Security Act of 1974, as amended  (hereinafter
  referred to as "ERISA"),  in which the employees  participate  (such plans and
  related  trust,  insurance  and annuity  contracts,  funding media and related
  agreements  and  arrangements  being  hereinafter  referred to as the "Benefit
  Plans") materially comply with all requirements of the Department of Labor and
  the  Internal  Revenue  Service,  and  with all  other  applicable  laws,  and
  TechStore  has not taken or  failed to take any  action  with  respect  to the
  Benefit Plans which might create any liability on the part of the Contributors
  or the Company.  Each  "fiduciary"  (within the meaning of Section 3(21)(A) of
  ERISA) as to each Benefit Plan has materially  complied with all  requirements
  of ERISA and all other  applicable  laws in respect of each such Benefit Plan.
  In addition:

                     (i) TechStore does not maintain,  sponsor or contribute to,
  and has never  maintained,  sponsored or contributed to, any "defined  benefit
  plan" (within the meaning of Section 3 (35) of ERISA);

                     (ii) TechStore does not maintain,  sponsor,  contribute to,
  and has never  maintained,  sponsored or  contributed  to, any  "Multiemployer
  Plan" (within the meaning of Section 3(37) or 4001(a)(3) of ERISA;

                     (iii) Except as set forth on Schedule 3.18(iii),  TechStore
  does not  maintain,  sponsor  or  contribute  to,  and has  never  maintained,
  sponsored or  contributed  to, any  "defined  contribution  plan"  (within the
  meaning of Section 3(34),of ERISA);

                     (iv) other than claims in the ordinary  course for benefits
  with respect to the Benefit Plans, to the knowledge of each Contributor  there
  are no actions,  suits or claims (including claims for income Taxes, interest,
  penalties, fines or excise Taxes with respect thereto) pending with respect to
  any  Benefit  Plan,  or any  circumstances  which  might give rise to any such
  action, suit or claim (including claims for income Taxes, interest, penalties,
  fines or excise Taxes with respect thereto);

                     (v) all materially  required  reports,  returns and similar
  documents  with  respect to the  Benefit  Plans  required to be filed with any
  governmental agency have been so filed on or before their due date; or

                     (vi) TechStore has no obligation to provide health or other
  welfare  benefits  to  former,  retired  or  terminated  employees,  except as
  specifically required under Section 4980B of the Code or Section 601 of ERISA.
  TechStore  has   materially   complied   with  the  notice  and   continuation
  requirements  of  Section  4980B of the Code or  Section  601 of ERISA and the
  regulations thereunder.

                                       8
<PAGE>

         3.19. Labor Relations and Employment Matters.

                    (a)  Labor  Relations.  Except  as  set  forth  in  Schedule
  3.19(a),  none of  TechStore's  employees is  represented  by any labor union.
  There  have  been no  material  violations  of any  federal,  state  or  local
  statutes,  laws,  ordinances,  rules,  regulations,  orders or directives with
  respect to the  employment of individuals  by, or the employment  practices or
  work  conditions of TechStore in connection with the Business or the terms and
  conditions of  employment or wages and hours.  Except as set forth in Schedule
  3.19(a),  TechStore,  in connection  with the Business,  is not engaged in any
  unfair labor practice or other unlawful  employment practice and there has not
  been, nor to the knowledge of each of the  Contributors is there threatened or
  contemplated  any charges of unfair labor practices or other  employee-related
  complaints or  investigations  pending or threatened  against TechStore before
  the  National  Labor  Relations  Board,   the  Equal  Employment   Opportunity
  Commission, the Occupational Safety and Health Review Commission, the Internal
  Revenue Service, the Pension Benefit Guaranty Corporation, the Immigration and
  Naturalization  Service,  the  Department  of Labor,  the state or local equal
  employment  opportunity  authority,   state  department  of  labor  (or  labor
  commission or wage and hour occupational  safety and health  authority,  state
  authority),   state  workers'  compensation   authority,   state  unemployment
  insurance/  compensation authority or any other federal, state, local or other
  governmental  authority.  Except as set forth in Schedule 3.19(a), there is no
  strike,  picketing,  slowdown,  work  stoppage,  grievance  or  organizational
  attempt  pending  against  TechStore  nor,  to the  knowledge  of  each of the
  Contributors,  threatened  against or involving  the  Business.  No issue with
  respect  to union  representation  is  pending  against  TechStore  nor to the
  knowledge  of  each  of  the  Contributors,  threatened  with  respect  to the
  employees of the Business.  Except as set forth in Schedule 3.19(a),  no union
  or  collective  bargaining  unit or other  labor  organization  has ever  been
  certified or  recognized by the Business as the  representative  of any of the
  employees of the Business.

                     (b) No Litigation. Except as set forth in Schedule 3.19(b),
  to the best of each Contributor's knowledge, no wrongful discharge,  breach of
  contract  (written,  oral or  implied),  discrimination,  defamation  or other
  employment-related  litigation  of any kind is pending or  threatened  against
  TechStore, nor does any basis therefor exist.

                     (c)   Compliance   with  IRCA  and   COBRA.   Each  of  the
  Contributors  warrants that TechStore has complied with all  requirements  and
  regulations  under the  Immigration  Reform and Control Act of 1986  ("IRCA"),
  concerning the review, collection and retention of evidence of the legal right
  of each of TechStore's covered employees to live and work in the United States
  (including,  but not limited to, Immigration and Naturalization  Service "I-9"
  forms),  and under  Consolidated  Omnibus  Budget  Reconciliation  Act of 1985
  ("COBRA"),  concerning  providing  eligible employees and dependents notice of
  their rights to continue  group health  insurance  coverage,  if any, at rates
  permitted by COBRA in the event of certain qualifying events.

           3.20.  Increases in Compensation or Benefits.  Subsequent to December
  1, 1998 and except as set forth in Schedule 3.20, there have been no increases
  in the compensation of any TechStore's employees' current salary payable or to
  become  payable to any of the  employees of TechStore in  connection  with the
  Business  and there  have  been no  payments  or  provisions  for any  awards,
  bonuses, stock options, loans, profit sharing, pension,  retirement or welfare
  plans or similar or other  disbursements  or arrangements  for or on behalf of
  such  employees (or related  parties  thereof),  in each case,  other than (i)
  pursuant to currently existing plans or arrangements,  or (ii) as was required
  from time to time by governmental  legislation  affecting  wages.  All bonuses
  heretofore granted to employees of the Business have been paid in full to such
  employees.

           3.21.  Insurance.   TechStore,   in  connection  with  the  Business,
  maintains  insurance  policies covering all the material Assets and properties
  of the Business and the various  occurrences that may arise in connection with
  the operation of the Business.  Such policies are in full force and effect and
  no premiums are more than thirty (30) days past due. TechStore,  in connection

                                       9
<PAGE>

  with the  Business,  has  complied  with all the material  provisions  of such
  policies.  To  the  knowledge  of  each  Contributor,  such  insurance  is  of
  comparable  amounts and  coverage as that which  companies  engaged in similar
  businesses maintain in accordance with reasonable business practices.  Each of
  the  Contributors  has no knowledge  of any written  notices of any pending or
  threatened  termination  or  premium  increases  with  respect  to any of such
  policies. Neither TechStore, in connection with the Business, nor the Business
  has had any casualty  loss or  occurrence  which may give rise to any claim of
  any  kind  not  covered  by  insurance  and  each of the  Contributors  has no
  knowledge of any  occurrence  which may give rise to any claim of any kind not
  covered by insurance,  subject to a reasonable deductible. To the knowledge of
  each  Contributor,  all  claims  against  TechStore,  in  connection  with the
  Business,  or the  Business  covered by  insurance  have been  reported to the
  insurance  carrier on a timely basis.  To the  knowledge of each  Contributor,
  none of the insurance policies of TechStore,  in connection with the Business,
  or the Business will terminate or be adversely affected by the consummation of
  the transactions contemplated by this Agreement.

           3.22.   Conduct  of  Business.   TechStore  is  not  restricted  from
  conducting the Business in any location by agreement or court decree.

           3.23.  Accounts  Payable,  Indebtedness,  Etc. The accounts and notes
  payable and accrued  expenses  reflected on the most recent  balance  sheet of
  TechStore and the accounts and notes payable and accrued expenses  incurred by
  TechStore in connection with the Business after the date of such balance sheet
  are in all  respects  valid  claims  that  arose  in the  ordinary  course  of
  business.  Since December 31, 1998,  the accounts and notes  payable,  accrued
  expenses and debts of the  Contributor  in  connection  with the Business have
  been paid in a manner consistent with past practice.

           3.24.  Licensure,  Etc. To the  knowledge of each  Contributor,  each
  individual  employed or contracted  with by TechStore in  connection  with the
  Business, who is required to be licensed by any governmental entity to perform
  his or her job  services is duly  licensed  to provide  such  services  and is
  otherwise in material compliance with all federal, state and local laws, rules
  and regulations  relating to such  professional  licensure and otherwise meets
  the qualifications to provide such services.

           3.25.  Books and  Records.  The books and  records of  TechStore  are
  complete and correct in all  material  respects  and have been  maintained  in
  accordance with good business practices.

           3.26.  Accuracy of Information.  No representation or warranty by the
  Contributors  in  this  Agreement  and  no  information  contained  herein  or
  otherwise delivered to the Company contains any untrue statement of a material
  fact or  omits to  state  any  material  fact  necessary  in order to make the
  statements contained herein or therein not misleading.

           3.27.  Transactions  with  Certain  Persons.  Except  as set forth in
  Schedule 3.27, none of the directors or officers of TechStore,  nor any of the
  Contributors  or  members  of  their  respective  families,  is a party to any
  transaction  with  TechStore,  including,  without  limitation,  any contract,
  agreement or other arrangement (i)providing for the furnishing of services by,
  (ii)providing  for the rental of real estate or  personal  property  from,  or
  (iii)  otherwise  requiring  payments  (other than for services as an officer,
  director or employee) to any such person or to any  corporation,  partnership,
  trust or other entity in which any such person has, directly or indirectly, an
  interest as an officer, director, trustee, stockholder or partner. There is no
  property,  tangible  or  intangible,  real or  personal,  valued  in excess of
  $10,000  which is (a) owned by any  Contributor  or member of his family,  any

                                       10
<PAGE>

  current or former officer,  director or stockholder of the Company, or persons
  not dealing with any of them at arms length,  and (b) which is presently  used
  by TechStore in connection with its business.

           3.28. No Brokers.  Neither of the  Contributors  has entered into any
  agreement,  arrangement  or  understanding  with any person or firm which will
  result in an  obligation  of any of the parties to this  Agreement  to pay any
  finder's fee,  brokerage  commission or similar payment in connection with the
  transactions contemplated hereby.


            ARTICLE 4 - THE COMPANY'S REPRESENTATIONS AND WARRANTIES

           As a  condition  to the  performance  by the  Contributors  of  their
  obligations  under this Agreement,  the Company hereby represents and warrants
  to the Contributors as follows as of the execution date of this Agreement:

           4.1.  Execution and Delivery.  This  Agreement has been duly executed
  and delivered by the Company and is valid and binding  obligation  enforceable
  against the Company in accordance with its terms.

           4.2.   Consents  and  Approvals.   Except  for  filings  required  by
  applicable  securities  laws,  no consent,  approval or  authorization  of, or
  declaration,  filing or registration  with, any United States federal or state
  governmental or regulatory authority is required to be made or obtained by the
  Company in connection  with the  execution,  delivery and  performance of this
  Agreement  and  the   consummation  of  the  acquisition  of  the  Contributed
  Interests.

           4.3. No Brokers. The Company has not employed,  and is not subject to
  the valid claim of, any broker,  finder,  consultant or other  intermediary in
  connection with the  transactions  contemplated by this Agreement who might be
  entitled to a fee or commission in connection with such transactions.

           4.4. No Conflict or Violation.  Neither the execution and delivery of
  this Agreement nor the  consummation of the sale of the Contributed  Interests
  will result in a violation  by the Company of any statute,  rule,  regulation,
  ordinance, code, order, judgment, writ, injunction, decree or award.
           4.5.  Acquisition  for Investment.  The  Contributed  Interests being
  purchased by the Company  hereunder are being purchased by the Company in good
  faith for investment for its own account and not with a view to a distribution
  or resale of any of such Contributed  Interests in violation of any applicable
  securities  laws,  subject  nevertheless  to any  requirement  at law that the
  disposition  of the  Company's  property  shall  at all  times be  within  the
  Company's control.

           4.6.  Accredited  Investor.  The Company  acknowledges  that it is an
  "accredited investor" as defined in Rule 501 under the Securities Act of 1933,
  as amended (the "Securities Act").

           4.7. Legend. The certificates  representing the Contributed Interests
  to be delivered to the Company hereunder shall bear the following legend:

  "THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  HAVE  BEEN  ACQUIRED  FOR
  INVESTMENT  AND HAVE NOT BEEN  REGISTERED  UNDER THE SECURITIES ACT OF 1933 OR
  ANY STATE  SECURITIES LAWS AND MAY BE OFFERED,  SOLD OR TRANSFERRED ONLY IF SO
  REGISTERED OR IF EXEMPTIONS FROM SUCH REGISTRATION REQUIREMENTS ARE AVAILABLE.

                                       11
<PAGE>

  NO TRANSFER OF THE  SECURITIES  REPRESENTED  BY THIS  CERTIFICATE  MAY BE MADE
  EXCEPT  (A)  PURSUANT  TO  AN  EFFECTIVE   REGISTRATION  STATEMENT  UNDER  THE
  SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR (B) IF THE COMPANY HAS BEEN
  FURNISHED  WITH AN OPINION OF COUNSEL FOR THE HOLDER  (WHICH  COUNSEL SHALL BE
  ACCEPTABLE TO THE COMPANY), SATISFACTORY IN FORM AND SUBSTANCE TO THE COMPANY,
  TO THE EFFECT THAT SUCH TRANSFER IS EXEMPT FROM THE PROVISIONS OF SECTION 5 OF
  THE ACT AND THE RULES AND REGULATIONS IN EFFECT THEREUNDER."

           4.8. Securities  Unregistered.  The Company  acknowledges that it has
  been advised that (a) the Contributed Interests to be delivered to the Company
  hereunder will not have been  registered  under the Securities Act of 1933, as
  amended, and the rules and regulations promulgated thereunder (the "Act"), (b)
  such  Contributed  Interests must be held  indefinitely,  and the Company must
  continue  to bear the  economic  risk of the  investment  in such  Contributed
  Interests  unless  they  are  subsequently  registered  under  the  Act  or an
  exemption from such  registration is available,  (c) there may not be a public
  market for such Contributed Interests,  (d) Rule 144 promulgated under the Act
  is not presently  available  with respect to the sale of any securities of the
  Company, and the Company has made no covenant to make such Rule available, (e)
  when and if the Contributed  Interests may be disposed of without registration
  in reliance on Rule 144, such  disposition can be made only in limited amounts
  in accordance  with the terms and conditions of such Rule, (f) if the Rule 144
  exemption  is not  available,  public sale without  registration  will require
  compliance  with  Regulation A or some other exemption under the Act and (g) a
  restrictive  legend in the form  heretofore  set forth  shall be placed on the
  certificates representing the Contributed Interests.

           4.9. Issuance of Exchange Shares.  The Exchange Shares have been duly
  authorized  by all necessary  corporate  action on the part of the Company and
  are  validly  issued,  fully  paid,  and  non-assessable,   and  each  of  the
  Contributors  will acquire  valid title to such shares,  free and clear of any
  encumbrances.

           4.10.  Stock.  All issued and  outstanding  shares of Company  Common
  Stock and the Series A Preferred  Stock have been validly issued and are fully
  paid and  non-assessable,  have not been  issued in  violation  of and are not
  currently subject to, any preemptive rights.

           4.11.  Books and  Records.  The books and  records of the Company are
  complete and correct in all  material  respects  and have been  maintained  in
  accordance with good business practices.

           4.12.  Accuracy of Information.  No representation or warranty by the
  Company in this  Agreement and no  information  contained  herein or otherwise
  delivered to the Contributors contains any untrue statement of a material fact
  or omits to state any material fact  necessary in order to make the statements
  contained herein or therein not misleading.

                ARTICLE 5 - ROLL-UP COVENANT OF THE CONTRIBUTORS

         Each   Contributor   hereby   covenants  to  the  Company  to  use  the
  Contributor's good faith,  reasonable efforts to effect the Roll-Up as soon as
  practicable.

                             ARTICLE 6 - CONDITIONS

         6.1 Conditions to Obligations of the Contributors and the Company.  The
respective obligations of each party to consummate the Exchange shall be subject
to the fulfillment, at or prior to the Closing, of the following conditions:

                                       12
<PAGE>

(a)                        No  Injunction.  Neither the  Company  nor  TechStore
                           shall be subject any order, decree or injunction of a
                           court of  competent  jurisdiction  within  the United
                           States  which i)  prevents or  materially  delays the
                           consummation  of the  Exchange,  or (ii) would impose
                           any material limitation on the ability of the Company
                           effectively  to exercise  full rights of ownership of
                           TechStore or the assets or business of TechStore.

(b)                        No   governmental   Proceeding  or   Litigation.   No
                           investigation  and  no  suit,  action  or  proceeding
                           before any court or any  governmental  or  regulatory
                           authority shall be pending or threatened by any state
                           or  federal   governmental  or  regulatory  authority
                           against  the  Company,  TechStore,  or any  of  their
                           affiliates, associates, officers or directors seeking
                           to  restrain,  prevent  or  change  in  any  material
                           respect  the  transaction   contemplated   hereby  or
                           seeking damages in connection with such transactions.

(c)                        Consents.  TechStore shall have obtained all permits,
                           authorizations, consents and approvals referred to in
                           Section 3.4 hereof in form and substance satisfactory
                           to  such  parties,   and  they  shall  have  received
                           evidence  satisfactory to them of the receipt of such
                           permits, authorizations, consents and approvals.

(d)                        Transaction. A definitive agreement to merge with and
                           into Computer  Marketplace,  Inc. or TriStep shall be
                           executed.

         6.2 Conditions to Obligations  of the Company.  The  obligations of the
Company to consummate  the Exchange shall be subject to the  fulfillment,  at or
prior to the Closing, of the following additional conditions:

(a)                        Representations     and    Warranties    True.    The
                           representations  and  warranties of the  Contributors
                           contained  herein  shall be true and  correct  in all
                           material respects on the date of this Agreement,  and
                           (except  as  to   representations   that   specify  a
                           particular  time) on the Closing  Date as though such
                           representations  and  warranties  were  made  on that
                           date.

(b)                        Performance.  The  Contributors  shall have performed
                           and  complied  in  all  material  respects  with  all
                           agreements,  obligations  and conditions  required by
                           this  Agreement to be  performed or complied  with by
                           them on or prior to the Closing.

(c)                        Absence of Material  Adverse  Change.  Since December
                           31, 1998,  there has been no material adverse change,
                           nor the occurrence of any event reasonably  likely to
                           cause a material  adverse  change,  in the  business,
                           operations,    properties,    assets,    liabilities,
                           condition   (financial  or   otherwise),   or  future
                           prospects of the TechStore,  whether or not occurring
                           in the ordinary  course of  business,  except for any
                           change  directly  resulting  from action of TechStore
                           that was  disclosed  to the  Company and to which the
                           Company consented.

         6.3 Conditions to Obligations of the  Contributors.  The obligations of
the  Contributors to consummate the Exchange shall be subject to the fulfillment
at or prior to the Closing of the following additional conditions:

                                       13
<PAGE>

(a)                        Representations     and    Warranties    True.    The
                           representations   and   warranties   of  the  Company
                           contained  herein  shall be true and  correct  in all
                           material  respects on the date of this  Agreement and
                           on the  Closing  Date  (except as to  representations
                           that  specify  a  particular  time)  as  though  such
                           representations  and  warranties  were  made  on that
                           date.

(b)                        Performance.  The Company  shall have  performed  and
                           complied in all material respects with all agreements
                           obligations and conditions required by this Agreement
                           to be performed or complied  with by them on or prior
                           to the Closing.

                               ARTICLE 7 - CLOSING

          Subject to the  provisions  of Articles 6, the closing of the Exchange
 (the "Closing") shall take place at the offices of Gateway Advisors,  Inc., 675
 North 1st Street, 10th Floor, San Jose, California, at 11:00 a.m., on March 31,
 1999,  or at such  other  time and place as the  Contributors  and the  Company
 mutually  agree upon orally or in writing  (which time and place are designated
 as the  "Closing")  The date on which  the  Closing  actually  occurs is herein
 referred to as the "Closing Date."

                            ARTICLE 8 - MISCELLANEOUS

         8.1 Binding  Effect.  The provisions of this Agreement shall be binding
 upon and inure to the benefit of the Parties hereto and their respective heirs,
 legal representatives, successors and assigns.

          8.2  Amendment.  This  Agreement  may be  amended  only  by a  written
 instrument  signed by the Parties hereto which  specifically  states that it is
 amending this Agreement.

          8.3 Applicable  Law. The laws of the State of California  shall govern
 the  interpretation,  validity and  performance of the terms of this Agreement,
 regardless  of the law that might be applied  under  principles of conflicts of
 law.

          8.4 Notices. All notices and other communications  provided for herein
 shall be in writing  and shall be deemed to have been duly  given if  delivered
 personally or sent by registered or certified mail,  return receipt  requested,
 postage  prepaid,  to the Party to whom it is directed at the address set forth
 below each party's  signature,  or such other address as the Company shall have
 specified by notice in writing to the Contributors or an Contributor shall have
 specified by notice in writing to the Company.

          8.5  Recapitalizations,  etc. The provisions of this  Agreement  shall
 apply, to the full extent set forth herein with respect to the Exchange Shares,
 to any and all shares of capital  stock of the  Company or any  capital  stock,
 partnership units or any other security  evidencing  ownership interests in any
 successor or assign of the Company (whether by merger,  consolidation,  sale of
 assets or otherwise)  which may be issued in respect of, in exchange for, or in
 substitution  of the  Common  Stock by  reason of any  stock  dividend,  split,
 reverse split, combination,  recapitalization,  liquidation,  reclassification,
 merger, consolidation or otherwise.

          8.6 Remedies.  The Parties  acknowledge that it would be impossible to
 fix money damages and that violations of this Agreement will cause  irreparable
 injury for which adequate remedy at law is not available and,  therefore,  this
 Agreement must be enforced by specific  performance or injunctive  relief.  The
 Parties agree that any Party may, in its sole discretion, apply to any court of
 competent  jurisdiction  for specific  performance  or injunctive or such other

                                       14
<PAGE>

 relief  as such  court  may deem  just and  proper  in  order to  enforce  this
 Agreement  or prevent any  violation  hereof and,  to the extent  permitted  by
 applicable law, each Party waives any objection or defense to the imposition of
 such  relief.  Nothing  herein  shall be  construed  to prohibit any party from
 bringing  any  action  for  damages  in  addition  to an  action  for  specific
 performance or an injunction for a breach of this Agreement.

          8.7 Domain Names.  The Parties hereto agree and  acknowledge  that the
 following   domain  names  are  the  personal   property  of  Bejan  Aminifard:
 Sharam.com,     mosen.com,     mohsen.com,      houtsma.com,      mswallet.com,
 techdeveloper.com,     techcompare.com,     techjournal.com,     paid2much.com,
 paidtoomuch.com,      paidtomuch.com,      msnstore.com,      intelliprice.com,
 inteliprice.com, builditbest.com, and vwallet.com.

           IN WITNESS  WHEREOF,  the Parties have executed this  Agreement as of
the date hereof.


  CONTRIBUTORS:                             E-Taxi, Inc.:


                                            By: /s/ ROBERT M. WALLACE
-------------------------------                ---------------------------------
  Gateway Advisors Inc.                             Robert M. Wallace
                                                    President


-------------------------------
  Bejan Aminifard


-------------------------------
  Mosen Aminifard


-------------------------------
  Derek Wall




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