EXHIBIT 10.04


           CONSULTING AGREEMENT, DATED AS OF APRIL 9, 1999,
               BETWEEN E-TAXI AND GATEWAY ADVISORS, INC.

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GATEWAY                   675 NORTH 1ST STREET  SUITE 1050    SAN JOSE, CA 95112
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  A d  v  i  s  o  r  s   408-280-0800                          fax 408-287-7761



Mr. Robert M. Wallace
President
Gateway Advisors, Inc.
255 West Julian Street
San Jose, CA 95112

Re:      CONSULTING AND MANAGEMENT SERVICES

Dear Mr. Wallace:

This letter will confirm  that  effective  October 1, 1998,  E-Taxi,  Inc.  (the
"Company")  has  engaged  Gateway  Advisors,  Inc.  (the  "Advisor")  to provide
consulting  and  management  services  related  to (1)  the  identification  and
evaluation  of  strategic  acquisition  candidates  (the  "Targets"),   (2)  the
negotiation  and structure of investments in or  acquisitions  of the Targets by
the Company or any of its  subsidiaries,  and (3) the operations of the Company.
This engagement between the Company and the Advisor is pursuant to the following
terms and conditions.

1.       TERM.  The Advisor shall assist the Company for a period  commencing as
of October 1, 1998 and ending on September 31, 1999,  unless  extended by mutual
consent of the parties (the "Term").

2.       SCOPE OF SERVICES.  The scope of services performed by the Advisor will
include assisting the Company with respect to the following:

         a.       Conduct a search for synergistic acquisition candidates.

         b.       Conduct Market Research including the small office/home office
market, on-line sales of technology equipment, and other Internet businesses.

         c.       Assist the Company in evaluating the Targets' prospects.

         d.       Negotiate and Structure the  acquisitions or investment in the
Targets.

         e.       Assess the best  financing  alternatives  within  the  capital
markets for funding transactions with Targets.

         f.       Facilitate   discussions  with  investment  bankers  regarding
business strategy and access to public markets.


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         g.       Provide on-going  management  services for the Company and any
of its subsidiaries.

         h.       Provide advice on the negotiation and structure of investments
in, or acquisition of the Company or any of its subsidiaries.

3.       CONFIDENTIALITY.  The Company will provide  information  to the Advisor
regarding its business which will be deemed by the Advisor to be accurate at the
time  furnished,  to the best  knowledge of the Company.  The Advisor  agrees to
maintain all non-public information the Company that is furnished by the Company
in a manner  appropriate to the services being performed by the Advisor,  unless
disclosure  is required by law or  requested  by any  government  or  regulatory
agency.

4.       COMPENSATION.

         a.       CONSULTING  FEE.  The  Company  agrees  to pay the  Advisor  a
consulting fee in the amount of $30,000 per quarter, beginning October 1, 1998.

         b.       EXPENSES.   The  Company  agrees  to  reimburse  the  Advisor,
promptly upon invoicing,  for out-of-pocket expenses incurred in connection with
the services rendered  pursuant to this Engagement  Letter,  provided,  however,
that out-of-pocket expenses in excess of $10,000, in the aggregate,  are subject
to the Company's prior written approval.

5.       INDEMNIFICATION.  The Company  agrees to indemnify  the Advisor and its
employees from and against all losses,  claims, damages and liabilities to which
the Advisor may become  subject  under any  applicable  federal or state law, or
otherwise,  related to or arising out of the engagement of the Advisor  pursuant
to, and the  performance  by the Advisor of the services  contemplated  by, this
Engagement  Letter.  The Company will not be liable to the extent that any loss,
claim,  damage,  liability or expense has resulted from the Advisor's bad faith,
gross negligence or misrepresentation.

If any action or proceeding  shall be brought or asserted against the Advisor in
respect of which  indemnity  may be sought from the Company,  the Advisor  shall
promptly notify the Company in writing,  and the Company may, in its discretion,
assume the defense  therefore,  including the  employment of counsel  reasonably
satisfactory to the Advisor and the payment of related expenses.

6.       ENTIRE   AGREEMENT.   This   Engagement   Letter  reflects  the  entire
understanding of the parties with respect to this agreement.  This agreement has
been made  solely for the  benefit of the  Company  and the Advisor and no other
person shall  acquire or have any rights  under or by virtue of this  Engagement
Letter.

7.       GOVERNING LAW. This Engagement  Letter shall be governed by the laws of
the State of California.

8.       COUNTERPARTS.  This Engagement  Letter may be executed in any number of
counterparts,  each of which shall be deemed to be an original  including  those
sent by facsimile.

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If the foregoing correctly sets forth the agreement,  please indicate by signing
below in the signature block.

                                        Sincerely,

                                        E-Taxi Inc.,
                                        a Delaware Corporation

                                        by: /s/ BRIAN P. BURNS, JR.
                                           -------------------------------------
                                             Brian P. Burns, Assistant Secretary



Accepted by:

GATEWAY ADVISORS, INC.

/s/ ROBERT M. WALLACE
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By: Robert M. Wallace, President