U S WEST AND SHARP TECHNOLOGY
               DEVELOPMENT AND DISTRIBUTION PARTNERSHIP AGREEMENT


This  Development  and  Distribution Agreement ("Agreement"), is effective as of
May  20,  1999  between SHARP TECHNOLOGY, INC., a Delaware corporation, having a
place  of  business  at  Sharp Technology, 5120 Woodway, Suite 9029, Houston, TX
77056  USA  ("Sharp")  and  U  S  WEST COMMUNICATIONS SERVICES, INC., a Colorado
corporation,  having a place of business at 1999 Broadway, 8th Floor, Denver, CO
80202  ("USW").

PURPOSE.  The  parties desire to jointly develop an Internet Control and Content
Administration  Product  to  be generally referred to as "It's Your Net" ("IYN")
and  to engage in other activities on the terms and conditions set forth in this
Agreement.  Additionally, the parties desire to disclose and grant rights to the
other  party  with  respect  to  IYN.

2.    RESPONSIBILITIES  OF  THE  PARTIES

2.1   It's  Your  Net  Product  Development:

2.1.1 Sharp  shall:

     (a)  In  cooperation  with USW, complete the development of the IYN Concept
          and  Product  content  features  as  described in Exhibit "A" attached
          hereto  and  incorporated  herein;
     (b)  Develop  and  maintain  a  technical product support Web site for IYN;
     (c)  Develop a multi-media tutorial and instruction guide to accompany IYN;
     (d)  Market  IYN  to  other  ISPs  outside  of the USW territory at Sharp's
          expense;
     (e)  Provide  all  product  maintenance  and  version  upgrades  during the
          contract  period;
     (f)  Provide  USW  personnel  training and orientation with respect to IYN;
          and
     (g)  Be  responsible for the quality, technical accuracy, completeness, and
          coordination  of  all information, specifications, and other items and
          services  furnished  under  this  Agreement.  If  Sharp  fails to meet
          applicable  professional  standards, Sharp shall correct or revise any
          error  or  deficiencies  in  the  development.


2.1.2     USW  shall:

     (a)  Actively  offer  and  market  IYN  to  current  and  new  U S WEST.net
          customers  at  USW  expense;
     (b)  Agree  to  make  IYN a part of U S WEST.net marketing materials during
          the  term  of  this  Agreement;
     (c)  Where  possible,  introduce  the availability of IYN to other regional
          Bell companies with the objective of expanding the distribution of IYN
          outside  of  the  USW  territory;
     (d)  Distribute  and  bill  for  IYN  sales  including  sales  by  Sharp.


2.1.3 Each  party  shall  pay 50% of the development-related costs and expenses,
     including  tutorials,  domain  names and product maintenance costs incurred
     during  the  development period. Such costs are estimated at $250,000 total
     and  U  S  WEST's  total  share of such costs shall not exceed $125,000. No
     later  than  January 1, 2000, Sharp will provide an itemized invoice to U S
     WEST  for  development  related  costs.




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2.1.4 Each party shall be responsible for 50% of the royalty payments due to the
     developer  of  the  underlying  source code. Such royalty payments shall be
     based upon a $1.00 fee per copy of IYN sold. Sharp shall accurately account
     for  the  number of copies sold, remit the royalty payments directly to the
     owner,  and invoice U S WEST for 50% of the fees. Sharp will pay 50% of the
     fees. U S WEST and Sharp will share equally from any fees paid by any other
     party.


2.2  Mutual  Use  of  Both  Parties  Marks.

2.2.1  Each  party grants to the other party during the term of this Agreement a
     non  exclusive,  royalty  free,  worldwide  right  and  license  to use its
     respective  trade  names,  trademarks,  service  names  and  service  marks
     ("Marks")  under  the  following  conditions:

     (a)  Ownership  of the Mark. Each party may use the Mark of the other party
          so  long  as  that  use  conforms to the terms of this Agreement. Both
          parties  acknowledge  that  the other is the owner of their respective
          Mark.  Neither party shall at any time do or suffer to be done any act
          or  thing  which will in any way impair the rights of the other in and
          to  its  respective  Mark or the goodwill inherent in such Mark. It is
          understood  that  neither  party shall acquire and shall not claim any
          title  to  the  other's  Mark  adverse  to  the owner by virtue of the
          license  granted  herein, or through either party's use of the other's
          Mark, it being expressly agreed that all use of the respective Mark by
          other party shall inure to the benefit of the owner of said Mark. Both
          parties  are  estopped  from  challenging  the validity of the other's
          respective  Mark  or from setting up any claim adverse to the owner of
          the  Mark.

     (b)  Use  and  Appearance  of the Marks. Both parties shall comply with the
          conditions  set  forth  in  the  other  party's  Corporate  Identity
          Guidelines,  as  may  be  amended from time to time, or as directed by
          said owner, with respect to the style, color, appearance and manner of
          use  of  the  Mark. Prior to producing, distributing or displaying any
          advertising  or  other  material  containing  the  Marks,  the  party
          requesting such use shall obtain prior written approval from the other
          party.  Each party is solely responsible for ensuring that any uses of
          the  other's  Mark  in  any  advertising  or  promotional materials or
          otherwise  is  approved  by  said  owner  of  the  Mark.

     (c)  Quality  Control and Right To Inspect. Sharp shall maintain a standard
          of  quality  for the Products offered under the Mark commensurate with
          standards  previously  achieved  and  maintained  by  USW  and  its
          subsidiaries,  and  shall,  at  a  minimum,  provide  the  Services in
          compliance with all laws and regulations. Representatives of USW shall
          have  the  right,  at  reasonable times to visit Sharp's facilities or
          inspect  the  rendering of the Services to ensure compliance with this
          paragraph.

2.2.2 Each party will submit to the other party, for its prior written approval,
     which  shall  not  be  unreasonably  withheld  or  delayed,  any marketing,
     advertising, press releases, and all other promotional materials related to
     IYN that reference the other party and/or its Marks (the "Materials"). Each
     party shall solicit and reasonably consider the views of the other party in
     designing  and  implementing  such  Materials. Once approved, the Materials
     (other  than  press  releases)  may  be  used by a party for the purpose of
     promoting  IYN  contained  therein  and  reused  for  such  purpose.
     Notwithstanding  the  foregoing,  either party may issue press releases and
     other  disclosures  as  required  by  law or as reasonably advised by legal
     counsel  without  the consent of the other party and, is such event, prompt
     notice  thereof  shall  be  provided  to  the  other  party.


2.3  General.


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2.3.1  The  customers  who  purchase  the  software  packages through this joint
     marketing arrangement, shall be considered to be shared customers. Customer
     information  shall  be  shared between these two companies but only for the
     purposes  of  tracking  the  customer's sale, for customer follow-up by the
     partnership,  for  technical  support  and  for  notification  of  program
     enhancements  and  up-grades.  Neither  party  shall  provide  to any third
     parties  any of a customer's personal information regarding specific users,
     including,  without  limitation,  their  names  and  addresses or any other
     information  the  provision  of  which  could  violate any privacy or other
     rights of users or third parties. Neither party will be required to include
     in  any  reports  any information the provision of which to the other would
     cause  such party to violate any law, rule or regulation or any contractual
     or  legal  obligation  of  such  party  to  any  other  person.

2.4  Grant  Clauses.  Each  of  the  parties  to  this  Agreement  shall have an
     undivided  one-half  ownership  in  the  intellectual  property  rights
     ("Intellectual  Property  Rights") of the IYN Product or any other products
     or  derivatives developed as part of this Agreement based on the joint work
     of  the  parties. For the purposes of this Agreement, intellectual property
     rights  shall mean all worldwide rights under letter patent and application
     for  letters  patent  and similar laws, copyright and rights of authorship,
     and trade secret law. Neither party shall be required to obtain the consent
     of,  or  account  to,  the  other  party  for  the exercise of Intellectual
     Property  Rights  in  the  IYN  Product.


3.   REVENUE  SHARING.

3.1.1  All  revenue  generated  by  IYN shall be divided by the Parties equally.
     Revenue  amounts due Sharp Technology under this Agreement shall be made by
     USW  within thirty (30) days of the end of each month representing payments
     for  the  preceding  calendar month. Sharp shall provide reports containing
     sufficient  information  for the calculation of such amounts to USW. In the
     event there is a dispute regarding the amount due, upon reasonable request,
     a  party will provide copies of all records or other documentation relevant
     to  the  calculation of such amounts. The parties agree to maintain records
     supporting  fees  payable  by  either party for a period of three (3) years
     following  the date that the payment was made. The relevant portion of such
     records  and  accounts  shall  be  available for inspection and audit by an
     auditing  Party or its representative (but not more than once in any twelve
     (12)  month  period)  during  regular  business  hours  and upon reasonable
     advance  written notice. The parties anticipate that IYN will be offered to
     U  S  West.net  customers  as  a  service  for a monthly fee. Such fees are
     projected  to  be $3.00/month for residential customers and $8.00/month for
     business  customers.

3.1.2  Each party agrees to pay directly taxes and/or surcharges it incurs under
     the  law.


3.2  Software  Distribution  and  Associated  Billing, Order Fulfillment, and
     ------------------------------------------------------------------------
     Customer  Support.  USW  and/or its agents and Sharp shall sell the IYN and
     ------------------
     associated  software  packages.

3.3  The  software  version  and  computing  platforms  to  be supported for all
     distributed  software  as  well as the pricing structure for these software
     packages  shall  be  determined  by  Sharp  and  USW  jointly.

3.2.2  Customer support/Technical support for the IYN software packages shall be
     provided  free to the customer via the IYN technical support web site to be
     provided  by  Sharp. All other technical support or customer support issues
     shall  be  handled  by  USW  as  part  of its U S WEST.net customer support
     service.

3.2.3  All IYN Customer billing to USW end-users will be provided by USW through
     the  U  S  WEST  billing  systems.

3.2.4  Order  fulfillment to USW end-user customers will be accomplished through
     CD  distribution  or  online  downloading  of  the software package. Should
     customers  desire  to  receive  a  hard  copy  of  the  software (i.e., via
     Floppy-diskette) then an extra fee will be billed to the customer (pursuant
     to  Section 3.2.3, above) and this fee will be used to cover the additional
     manufacturing,  distribution,  and  relevant  shipping  and handling costs.


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3.2.5 Sharp warrants that all IYN software applications provided to the customer
      will  be  Year  2000  software  compliant.


4.   MARKETING.

4.1  USW  agrees  to  offer  IYN  to  all  current and future .net customers and
     prospects.  USW  will  display or advertise IYN in appropriate U S WEST.net
     marketing  and  sales  campaigns  at  its expense. Sharp will market IYN to
     prospective  ISPs  outside  the  USW  14-state  region.


5.   TERM  /  TERMINATION

5.1  The  initial  term  of this Agreement shall begin on the Effective Date and
     shall  continue  for  three (3) years, and thereafter it may be canceled by
     mutual  agreement  of  the  parties.


6.   CONFIDENTIALITY.

6.1  Each  party  acknowledges  and  agrees  that  any and information marked as
     "Confidential"  or "Proprietary" and relating to the other party's business
     and  not publicly known including, without limitation, the contents of this
     Agreement, technical processes and formulas, source codes, names, addresses
     and  information about users and advertisers, product designs, sales, costs
     and  other  unpublished financial information, product plans, and marketing
     data is confidential and proprietary information. Each party agrees that it
     shall take reasonable steps, at least substantially equivalent to the steps
     as it takes to protect its own proprietary information, other than by or to
     its employees or agents who must have access to such information to perform
     such  party's  obligations hereunder, who shall each treat such information
     as  provided  herein,  and  as may be required by either of the parties for
     public  or  private  financing.  To  the  extent  that  such information is
     publicly  known,  already  known  by,  or  in  the  possession  of  the
     non-disclosing  party; is thereafter rightly obtained by the non-disclosing
     party  from  a source other than the disclosing party; or is required to be
     disclosed  by  law,  regulation,  or  court  order;  then there shall be no
     restrictions  of the use of such information. The parties obligations shall
     be  binding  for  2  years  following  the  disclosure of such confidential
     information.


7.   REPRESENTATIONS  WARRANTIES  AND  INDEMNIFICATION.

7.1  USW Representations and Warranties.  USW represents and warrants to
     -----------------------------------
     Sharp  Technology  that  (I)  its  Sites are or will be functional Internet
     sites  accessible to subscribers of U S WEST.net; (II) the Sites do not and
     will  not,  to  the  best of its knowledge, contain any content, materials,
     advertising  or  services that infringe on or violate any applicable law or
     regulation,  any proprietary right of any third party (including copyright,
     trademark,  patent,  and  trade secret), or which is defamatory, obscene or
     offensive;  (III)  it has the right and authority to enter into and perform
     all  obligations  under  this  Agreement; and (IV) it shall comply with all
     applicable  laws,  statutes, ordinances, rules and regulations with respect
     to its Sites. In the event of an error, delay, defect, breakdown or failure
     of  its  Site,  USW's  obligation shall be limited to the use of reasonable
     diligence  under  the  circumstances  to  restore  its  Sites to operation.


7.2  Sharp  Representations and Warranties. Sharp represents and warrants to USW
     -------------------------------------
     that  (I)  the  IYN  Concept and Product will be developed in a workmanlike
     manner  and  with  professional  diligence  and  skill  in  accordance with
     applicable  professional  and  industry  standards; (II) the sites that are
     allowed  in  the first level of the IYN Product do not and will not, to the
     best  of  its  knowledge,  contain  any  content, materials, advertising or
     services  that  give  rise  to  any  private  cause  of action, or which is
     defamatory,  obscene  or offensive; (III) it has the right and authority to
     enter  into perform all obligations under this Agreement; and (IV) it shall
     comply  with  all  applicable  laws,  statutes,  ordinances,  rules  and
     regulations  with  respect  to  its  Site(s).

7.3  Indemnity.  Each  party  will defend, indemnify, save and hold harmless the
     ---------
     other  party,  the other party's Affiliates, and their officers, directors,
     agents,  and  employees  from  any  and  all  third-party  claims, demands,
     liabilities,  costs  or  expenses,  including  reasonable  attorneys'  fees


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     ("Liabilities"),  resulting  from  the  indemnifying  party's breach of any
     material  duty,  representation,  or  warranty contained in this Agreement,
     except  there  shall  be  no obligation to indemnify, defend, save and hold
     harmless  where Liabilities result from the gross negligence or knowing and
     willful  misconduct  of  the other party. Each party agrees to (I) promptly
     notify  the other party in writing of any indemnifiable claim and (II) give
     the other party's expense and cooperate fully with the other party, at that
     other  party's  expense,  in  defending or settling such claims. Each party
     reserves  the  right,  at its own expense, to participate in the defense of
     any  matter  otherwise  subject  to  indemnification  by  the  other party.


8.   FREEDOM  TO  COMPETE.

8.1  Nothing  in  this  Agreement  precludes  either  party  from  independently
     performing  research  and  developing products in fields related to the IYN
     Product.

8.2  Each  party shall have the freedom to work independently with third parties
     in  related technical areas, and neither party shall have any obligation to
     provide  the  by-product  or results of such development to the other party
     under  this  Agreement.


9.   LIMITATION  OF  LIABILITY  AND  DISCLAIMER.

9.1  LIABILITY.  EXCEPT  FOR  THE  INDEMNIFICATION  OBLIGATIONS SPECIFICALLY SET
     FORTH  IN THIS AGREEMENT OR DAMAGES FOR PERSONAL INJURY OR PROPERTY DAMAGE,
     NEITHER  PARTY  SHALL  BE LIABLE TO THE OTHER PARTY (EVEN IF THAT PARTY HAS
     BEEN  ADVISED  OF  THE  POSSIBILITY  OF  SUCH  DAMAGES)  ARISING  FROM THIS
     AGREEMENT,  EXCEPT  THAT  NEITHER  PARTY  SHALL  BE  ENTITLED  TO  RECEIVE
     CONSEQUENTIAL  DAMAGES  FOR  A  BREACH  OF  ANY LICENSES GRANTED UNDER THIS
     AGREEMENT.


9.2  NO ADDITIONAL WARRANTIES. EXCEPT AS EXPRESSLY SET FOR TH IN THIS AGREEMENT,
     ---------------------------
     NEITHER  PARTY  MAKES,  AND  EACH  PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY
     REPRESENTATIONS  OR  WARRANTIES,  EXPRESS  OR IMPLIED, REGARDING ANY MATTER
     SUBJECT  TO  THIS  AGREEMENT,  INCLUDING  ANY  IMPLIED  WARRANTY  OF
     MERCHANTABILITY  OR  FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES
     ARISING  FROM  COURSE  OF  DEALING  OR  COURSE  OF  PERFORMANCE.


10.  GENERAL  PROVISIONS.

10.1 Amendment.  No  change,  amendment or modification of any provision of this
     ----------
     Agreement shall be valid unless set forth in a written instrument signed by
     both parties. This Agreement sets forth the entire agreement and supersedes
     any  and all prior agreements, written or oral, of the parties with respect
     to  the  transactions  set  forth  herein.


10.2 Assignment. Neither this Agreement, nor any rights hereunder in whole or in
     -----------
     part,  shall  be  assignable  or  otherwise  transferable  by either party;
     provided that either party may assign or transfer this Agreement and rights
     and  obligations  hereunder to any current or future Affiliate or successor
     if  such  assignee  agrees  in  writing to the terms and conditions herein,
     except  that  USW  may  assign  this  Agreement  to  any  successor company
     resulting  from  a  merger,  acquisition  or  corporate  restructure.

10.3 Compliance  with  Laws.  This Agreement and the parties' actions under this
     -----------------------
     Agreement  shall comply with all applicable federal, state, and local laws,
     rules,  regulations,  court  orders,  and governmental or regulatory agency
     orders.

10.4 Construction.  In  the event that any provision of this Agreement conflicts
     -------------
     with  the law under which this Agreement is to be construed, or if any such
     provision  is held invalid by a court with jurisdiction over the parties to
     this Agreement, such provision shall be deemed to be restated to reflect as
     nearly  as  possible  the  original intentions of the parties in accordance


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     with  applicable  law,  and the remainder of this Agreement shall remain in
     full  force and effect. There shall be no presumption for or against either
     party  as  a  result  of  such  party  being  the principle drafter of this
     Agreement.

10.5 Dispute  Resolution. Any claim, controversy or dispute between the parties,
     --------------------
     the  parties'  Affiliates,  their agents, employees, officers, or directors
     ("Dispute") shall be resolved by arbitration conducted by single arbitrator
     engaged  in the practice of law and familiar with the subject matter of the
     Dispute,  under  the  then  current  rules  of  the  American  Arbitration
     Association  ("AAA"). The Federal Arbitration Act, 9 U.S.C. Secs. 1-16, not
     state  law,  shall govern the arbitrability of all Disputes. The arbitrator
     shall  have  authority to award compensatory damages only. The arbitrator's
     award  shall  be  final  and binding and may be entered in any court having
     jurisdiction  thereof.  Each  party shall bear its own costs and attorneys'
     fees  and  shall  share equally in the fees and expenses of the arbitrator.
     The arbitration shall occur in the City and State of the party against whom
     the  arbitration  is  brought,  and the laws of such state shall govern the
     construction  and  interpretation  of the Agreement. It is expressly agreed
     that  the arbitrator shall be authorized to issue injunctive relief pending
     an  award in arbitration and either party may seek relief in an appropriate
     court  of  law  to  enforce  such  determination  by  an  arbitrator.

10.6 Independent  Contractors.  The  parties  to  this Agreement are independent
     ------------------------
     contractors.  Neither  party is an agent, representative, or partner of the
     other  party.  Neither  party  shall  have any right, power or authority to
     enter  into  any agreement for, or on behalf of, or incur any obligation or
     liability  of,  or  to  otherwise  bind,  the  other  party  except  those
     obligations  defined in this agreement or those agreed to by the parties as
     addendum  to  this  contract.

10.7 No  Waiver.  The  failure  of either party to insist upon or enforce strict
     -----------
     performance  by  the  other party of any provision of this Agreement, or to
     exercise any right under this Agreement, shall not be construed as a waiver
     or  relinquishment  of  such party's right to enforce any such provision or
     right  in  any  other  instance.

10.8 Notice.  Any  notice,  approval, request, authorization, direction or other
     -------
     communication  under  this Agreement shall be given in writing and shall be
     deemed  to  have  been  delivered  and  given  for  all purposes (I) on the
     delivery date if delivered by electronic mail; (II) on the delivery date if
     delivered  personally  to the party to whom the same is directed; (III) one
     (1)  business  day  after  deposit with a commercial overnight carrier with
     written  verification  of receipt; or (IV) five (5) business days after the
     mailing  date  whether  or  not  actually  received, if sent by U. S. mail,
     return  receipt  requested, postage and charges prepaid, or any other means
     of  rapid  mail delivery for which a receipt is available to the Contact at
     the  address  of  the  party  to  whom  the  same  is  directed.


IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
date  first  above  written.


Sharp Technology, Inc.                  U S WEST Communications Services, Inc.

/s/  George  Sharp                      /s/ Roberto Cervantes for Micki Jacoby
------------------------------          --------------------------------------
Authorized  Signature                   Authorized  Signature


George  Sharp                           Roberto  Cervantes
------------------------------          --------------------------------------
Name  Typed  or  Printed                Name  Typed  or  Printed


CEO                                     Manager
------------------------------          --------------------------------------
Title                                   Title



11/4/99                                 11/3/99
------------------------------          --------------------------------------
Date                                    Date


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Address  for  Notices:                  Address  for  Notices:

5120 Woodway, Suite 9029                1999  Broadway,  8th  Floor
Houston,  TX  77056                     Denver,  CO  80202


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