EXHIBIT 10.50



                            SHARE EXCHANGE AGREEMENT

MADE EFFECTIVE AS OF THE 19th DAY OF JANUARY 2001 (the "Effective Date"),

BETWEEN:  E*Comnetrix  Inc.  (formerly,  USV  Telemanagement,  Inc.),  a company
     incorporated under the laws of the Canada and having an office at 180 Grand
     Avenue, Suite 450, Oakland, California 94612 ("E*Comnetrix");

     AND: Harrison Design Group, Inc., a California  corporation of 665 Chestnut
          Street,  3rd Floor, San Francisco,  CA 94133 and William S. Perell, an
          individual, of 2 Casa Way., Ste. 205, San Francisco, CA 94123;

          (collectively, the "Shareholders" and individually, a "Shareholder");

     AND: EXSTREAM DATA, INC., a California  corporation having an office at 180
          Grand Avenue, Suite 450, Oakland, California 94612 ("EXSTREAM");

WHEREAS:

     A.   The authorized share capital of EXSTREAM  consists of 5,000,000 shares
          of common stock of which 570,317 are issued and  outstanding  (each an
          "EXSTREAM Share" and collectively, the "EXSTREAM Shares").

     B.   Each Shareholder  legally and beneficially owning the number of shares
          and the percentage of the issued and outstanding  EXSTREAM Shares, set
          beside  such   shareholder's   on  Schedule  A;  attached  hereto  and
          incorporated by this reference;

     C.   The Shareholders legally and beneficially own Movingbytes.com, Inc., a
          Nevada  corporation  ("Moving Bytes") and will transfer to E*Comnetrix
          ownership of Moving Bytes prior to the Share Exchange;

     D.   The  Shareholders and E*Comnetrix have agreed to exchange the EXSTREAM
          Shares for common shares of  E*Comnetrix,  on the terms and conditions
          described in this Agreement (the "Share Exchange"); and

THEREFORE,  in  consideration  of the  covenants and  representations  set forth
herein,  and for other good and  valuable  consideration,  the parties  agree as
follows:

1.       SHARE EXCHANGE

     1.1 Subject to the terms and conditions of this Agreement, the Shareholders
shall transfer One Hundred  Percent (100%) of the EXSTREAM Shares to E*Comnetrix
in exchange for common shares of E*Comnetrix (the  "E*Comnetrix  Shares"),  each
one EXSTREAM Share shall be exchanged for 5.25 E*Comnetrix Shares (the "Exchange
Ratio") with any fractional E*Comnetrix Shares rounded down to the nearest whole
share.

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     1.2 Except as expressly  noted  otherwise,  the  transactions  contemplated
under this  Agreement  shall be completed (the  "Completion")  at the offices of
E*Comnetrix  at 180 Grand Ave.  Ste. 450,  Oakland,  California or at such other
place as may be agreed  between  the  parties,  at 5 p.m.  local time in Pacific
time, or at such other time as may be agreed between the parties,  (the "Time of
Closing") on or before November 30, 2000, or on such other date as may be agreed
between the parties (the "Closing Date").

2.       CONDITIONS PRECEDENT

2.1  E*Comnetrix's  obligations  to carry out the terms of this Agreement and to
complete its transactions  contemplated  under this Agreement are subject to the
fulfilment  to  the  satisfaction  of  E*Comnetrix  of  each  of  the  following
conditions that:

     (a)  as of the  Time  of  Closing,  each  of the  Shareholders  shall  have
          complied  with  all  of  their  respective  covenants  and  agreements
          contained in this Agreement;

     (b)  at  Closing,  the  Shareholders  shall  transfer,  or will cause to be
          transferred,  to E*Comnetrix  One Hundred Percent (100%) of the issued
          and  outstanding  EXSTREAM  Shares held in the name of the Shareholder
          (the  percentage  of  the  issued  and  outstanding   EXSTREAM  Shares
          exchanged shall be referred to as the "Exchange Percentage");

     (c)  as of the Time of Closing, the Shareholders shall have transferred, or
          will cause to be  transferred,  to  E*Comnetrix  a  percentage  of the
          issued  and  outstanding  shares  of  Moving  Bytes,  Inc.,  a  Nevada
          corporation, equal to the Exchange Percentage;

     (d)  as of the Time of Closing,  the representations and warranties of each
          of the  Shareholders  contained in this  Agreement or contained in any
          certificates  or documents  delivered by any of them  pursuant to this
          Agreement  shall be  completely  true as if such  representations  and
          warranties had been made as of the Time of Closing;

     (e)  E*Comnetrix  shall  have  received  a  fully  executed  and  delivered
          settlement,  dismissal and release agreement by and between William S.
          Perell and Exstream Data, Inc., with respect to (a) any and all claims
          arising  out of the  complaint  filed  by  William  S.  Perell  in the
          Superior Court of California, County of Alameda (No. 826985-0) and (b)
          any and all manner of action and causes of action, suits, debts, dues,
          accounts,  contracts,   agreements,   judgments,  claims  and  demands
          whatsoever  brought by William S.  Perell  against  Exstream  Data and
          Movingbytes.com, Inc., whether in law or in equity, which now exist or
          may subsequently arise based on facts or circumstances in existence on
          the Time of Closing.

         The  conditions  set  forth  above  are for the  exclusive  benefit  of
         E*Comnetrix and may be waived by E*Comnetrix in whole or in part at any
         time at or before the Time of Closing.

     2.2 The Shareholders'  obligations to carry out the terms of this Agreement
and to complete the transactions  contemplated  under this Agreement are subject
to the  fulfilment to their  satisfaction  of each of the  following  conditions
that:

     (a)  as of the Time of Closing, E*Comnetrix shall have complied with all of
          its covenants and agreements contained in this Agreement; and

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     (b)  as of the Time of  Closing,  the  representations  and  warranties  of
          E*Comnetrix   contained   in  this   Agreement  or  contained  in  any
          certificates  or documents  delivered by it pursuant to this Agreement
          shall be completely true as if such representations and warranties had
          been made by E*Comnetrix as of the Time of Closing.

The conditions set forth above are for the exclusive benefit of the Shareholders
and may be waived by the  Shareholders in whole or in part at or before the Time
of Closing.

     2.3 The  parties  acknowledge  and  agree  each  with the  other  that this
Agreement  and all of the  transactions  contemplated  under this  Agreement are
subject  to receipt  of any  regulatory  approvals  that may be  required  under
applicable  laws. If any such approvals are required but are not obtained by the
Closing Date,  then this Agreement shall terminate and be of no further force or
effect.

3.       COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS

     3.1 Each of the  Shareholders  jointly and  severally  covenants and agrees
with E*Comnetrix that each of the Shareholders shall:

          (a)  provide to E*Comnetrix  all such further  documents,  instruments
               and  materials and do all such acts and things as may be required
               by  E*Comnetrix  to obtain any  regulatory  approvals that may be
               required under applicable laws;

          (b)  from and including  the  Effective  Date through to and including
               the Time of  Closing,  do all such  acts and  things  that may be
               necessary  to  ensure  that  all  of  the   representations   and
               warranties  of  each  of  the  Shareholders   contained  in  this
               Agreement or any  certificates  or documents  delivered by any of
               them pursuant to this Agreement remain true and correct;

          (c)  from and including  the  Effective  Date through to and including
               the  Time of  Closing,  keep  confidential  all  discussions  and
               communications  (including all information  communicated therein)
               between the parties, and all written and printed materials of any
               kind  whatsoever  exchanged  by  the  parties,  except  only  any
               information or material that:

               (i)  was in the  public  domain  at the time of  disclosure  to a
                    party (the "Recipient");

               (ii) was  already in the  possession  of the  Recipient  prior to
                    disclosure,   as  demonstrated  by  the  Recipient   through
                    tangible evidence;

               (iii)subsequently  enters the public  domain  through no fault of
                    the Recipient or any officer, director, employee or agent of
                    the Recipient; or

               (iv) is  required  to  be  disclosed  by  law  or by a  court  or
                    regulatory authority of competent jurisdiction;

                  and, if so requested by E*Comnetrix,  each of the Shareholders
                  shall arrange for any director, officer, employee,  authorized
                  agent or  representative  of any member of the Shareholders to
                  enter  into,  and each of the  Shareholders  themselves  shall
                  enter into, a  non-disclosure  agreement with E*Comnetrix in a
                  form acceptable to E*Comnetrix acting reasonably.

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     3.2 Each of the  Shareholders  jointly and  severally  covenants and agrees
with  E*Comnetrix  that,  from and including  the Effective  Date through to and
including the Time of Closing, each of the Shareholders shall not:

          (a)  do any act or thing  that  would  render  any  representation  or
               warranty of any of the  Shareholders  contained in this Agreement
               or any  certificates  or  documents  delivered  by  any  of  them
               pursuant to this Agreement untrue or incorrect; nor

          (b)  sell,  encumber or dispose of, or negotiate with any other person
               in respect of a sale, encumbrance or disposition of, the EXSTREAM
               Shares  or  any  other  shares,  goodwill,  assets,  business  or
               undertaking of EXSTREAM.

     3.3 E*Comnetrix covenants and agrees with the Shareholders that E*Comnetrix
shall:

          (a)  use  its  reasonable   best  efforts  to  obtain  any  regulatory
               approvals for this  Agreement and the  transactions  contemplated
               hereunder  required by  applicable  laws on or before the Closing
               Date;

          (b)  from and including  the  Effective  Date through to and including
               the Time of  losing,  do all such  acts  and  things  that may be
               necessary  to  ensure  that  all  of  the   representations   and
               warranties of  E*Comnetrix  contained in this Agreement or in any
               certificates  or  documents  delivered  by it  pursuant  to  this
               Agreement remain true and correct;

4.       REPRESENTATIONS AND WARRANTIES

     4.1 For the  Purposes of this  Section 4, an  individual  will be deemed to
have "Knowledge" of a particular fact or other matter if:

          (a)  such individual is actually aware of such fact or other matter at
               the time in question; and

          (b)  A  person  (other  than an  individual)  will be  deemed  to have
               "Knowledge"  of  a  particular   fact  or  other  matter  if  any
               individual  who  is  serving  as a  director,  officer,  partner,
               executor, or trustee of such Person (or in similar capacity) has,
               or at any time had, "Knowledge" of such fact or other matter.

     4.2 In  order to  induce  E*Comnetrix  to enter  into  this  Agreement  and
complete  its  transactions  contemplated  hereunder,  Exstream  and each of the
Shareholders,  to the  best  of such  Shareholder's  Knowledge,  represents  and
warrants to E*Comnetrix that:

          (a)  except  for  the  EXSTREAM   Shares,   there  are  no  documents,
               instruments  or  other  writings  of any  kind  whatsoever  which
               constitute a security of EXSTREAM and,  except as is provided for
               by operation of this Agreement, there are no options,  agreements
               or  rights  of  any  kind  whatsoever  to  acquire   directly  or
               indirectly any other shares of EXSTREAM;

          (b)  the execution and delivery of this Agreement,  the performance of
               its obligations  under this Agreement and the Completion will not
               result in the  violation of any law or  regulation  applicable to
               any of the Shareholders;

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          (c)  the representations and warranties of the Shareholders  contained
               in this  Agreement  disclose all material  facts known to each of
               them specifically relating to the transactions contemplated under
               this  Agreement  which,  so far as the  Shareholders  are  aware,
               materially and adversely  affect, or in the future may materially
               and adversely affect, their respective abilities to perform their
               respective  obligations  under this Agreement or the value of the
               EXSTREAM Shares.

     4.3 In  order to  induce  E*Comnetrix  to enter  into  this  Agreement  and
complete  its  transactions  contemplated  hereunder,  each of the  Shareholders
represents and warrants to E*Comnetrix that, in respect of that Shareholder:

     (a)  that Shareholder has good and sufficient power, authority and capacity
          to  enter  into  this   Agreement   and  complete   the   transactions
          contemplated  under this  Agreement  on the terms and  conditions  set
          forth herein;

     (b)  that Shareholder has taken all necessary or desirable  actions,  steps
          and corporate and other  proceedings to approve or authorise,  validly
          and effectively, the entering into of, and the execution, delivery and
          performance of, this Agreement;

     (c)  this   Agreement   has  been  duly  executed  and  delivered  by  that
          Shareholder  and,  assuming  the  due  authorisation,   execution  and
          delivery hereof by E*Comnetrix,  EXSTREAM and the other  Shareholders,
          constitutes a legal, valid and binding obligation of that Shareholder,
          enforceable against it in accordance with its terms subject to:

          (i)  bankruptcy, insolvency, moratorium, reorganisation and other laws
               relating to or affecting the  enforcement  of  creditors'  rights
               generally; and

          (ii) the fact that  equitable  remedies,  including  the  remedies  of
               specific  performance and injunction,  may only be granted in the
               discretion of a court;

     (d)  except as disclosed to E*Comnetrix,  that Shareholder is not under any
          obligation, contractual or otherwise, to request or obtain the consent
          of   any   person,   and   no   permits,   licenses,   certifications,
          authorisations  or  approvals  of, or  notifications  to, any federal,
          state,  municipal or local government or governmental  agency,  board,
          commission   or  authority   are  required  to  be  obtained  by  that
          Shareholder in connection with the execution,  delivery or performance
          by that  Shareholder of this Agreement or the completion of any of the
          transactions  contemplated  herein, and complete and correct copies of
          any agreements under which that Shareholder is obligated to request or
          obtain any such consent have been provided to E*Comnetrix;

     (e)  the EXSTREAM Shares indicated in Recital A of this Agreement  opposite
          his,  her or its  name are and will on the  Closing  Date  immediately
          prior to Completion be validly issued and  outstanding  fully paid and
          non-assessable  common  shares of EXSTREAM  registered in the name of,
          and legally and  beneficially  owned by,  that  Shareholder,  free and
          clear of all voting restrictions,  trade restrictions,  liens, claims,
          charges or encumbrances of any kind whatsoever;

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     (f)  the  Shareholder  has such  knowledge and  experience in financial and
          business  matters as to be capable of evaluating  the merits and risks
          of an  investment  in the  E*Comnetrix  Shares and is able to bear the
          economic risk of loss of the Shareholder's entire investment;

     (g)  E*Comnetrix  has provided to the  Shareholder  the  opportunity to ask
          questions and receive  answers  concerning the terms and conditions of
          the issuance of the  E*Comnetrix  Shares and the  Shareholder  has had
          access to such information  concerning  E*Comnetrix as the Shareholder
          has  considered  necessary  or  appropriate  in  connection  with  the
          investment decision to acquire the E*Comnetrix Shares;

     (h)  the   Shareholder  is  acquiring  the   E*Comnetrix   Shares  for  the
          Shareholder's own account, for investment purposes only and not with a
          view  to  any  resale,   distribution  or  other  disposition  of  the
          E*Comnetrix Shares in violation of applicable United States securities
          laws;

     (i)  the Shareholder has not agreed to acquire the E*Comnetrix  Shares as a
          result of any form of general  solicitation  or  general  advertising,
          including  advertisements,  articles,  notices or other communications
          published  in any  newspaper,  magazine or similar  media or broadcast
          over radio,  or television,  or any seminar or meeting whose attendees
          have been invited by general solicitation or general advertising;

     (j)  The Shareholder  understands  and agrees that the  E*Comnetrix  Shares
          have not been and will not be  registered  under the 1933 Act, and the
          Shares are being offered and issued by E*Comnetrix to the  Shareholder
          in reliance upon Rule 506 of Regulation D under the 1933 Act; and

     (k)  upon the  issuance  thereof,  and  until  such  time as the same is no
          longer  required under the applicable  requirements of the 1933 Act or
          applicable  U.S.  state  laws  and   regulations,   the   certificates
          representing   the   E*Comnetrix   Shares   will   bear  a  legend  in
          substantially the following form:

                   "THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN AND WILL NOT
                  BE REGISTERED UNDER THE UNITED STATES  SECURITIES ACT OF 1933,
                  AS AMENDED (THE "1933 ACT").  THESE SECURITIES MAY BE OFFERED,
                  SOLD,  PLEDGED  OR  OTHERWISE  TRANSFERRED  ONLY  (A)  TO  THE
                  COMPANY,  (B)  IN  COMPLIANCE  WITH  THE  EXEMPTION  FROM  THE
                  REGISTRATION  REQUIREMENTS UNDER THE 1933 ACT PROVIDED BY RULE
                  144 OR RULE 144A THEREUNDER,  IF AVAILABLE,  AND IN ACCORDANCE
                  WITH APPLICABLE STATE SECURITIES LAWS, OR (C) IN A TRANSACTION
                  THAT DOES NOT REQUIRE  REGISTRATION  UNDER THE 1933 ACT OR ANY
                  APPLICABLE STATE LAWS AND REGULATIONS  GOVERNING THE OFFER AND
                  SALE OF  SECURITIES,  AND THE HOLDER HAS,  PRIOR TO SUCH SALE,
                  FURNISHED TO THE COMPANY AN OPINION OF COUNSEL,  OF RECOGNISED
                  STANDING,   OR  OTHER   EVIDENCE  OF   EXEMPTION,   REASONABLY
                  SATISFACTORY TO THE COMPANY."

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     4.4  The  representations  and  warranties  of  EXSTREAM  and  each  of the
Shareholders
contained in this Agreement  shall be true at the Time of Closing as though they
were made at the Time of  Closing,  and they shall  survive the  Completion  and
remain in full force and effect  thereafter for the benefit of E*Comnetrix.

     4.5  Each of the Shareholders acknowledges and agrees that:

     (a)  the E*Comnetrix  Shares have not been and will not be registered under
          the 1933 Act or the securities  laws of any state of the United States
          or other  jurisdiction  and that the exchange  contemplated  hereby is
          being  made  in  reliance  on the  Shareholder's  representations  and
          warranties regarding the circumstances  required for an exemption from
          such registration requirements;

     (b)  the  issuance  of the  E*Comnetrix  Shares  has not been  approved  or
          disapproved by the United States  Securities and Exchange  Commission,
          any  state  securities  agency,  or  any  foreign  securities  agency,
          E*Comnetrix has no obligation to register the E*Comnetrix Shares under
          the 1933 Act;

     (c)  E*Comnetrix shares are registered under the Exchange Act; and

     (d)  if the Shareholder decides to offer, sell or otherwise transfer any of
          the E*Comnetrix  Shares, he will not offer, sell or otherwise transfer
          any of the E*Comnetrix Shares directly or indirectly, unless:

          (i)  the sale is to E*Comnetrix;

          (ii) the sale is made pursuant to the exemption from the  registration
               requirements  under the 1933 Act provided by Rule 144  thereunder
               and in accordance with any applicable  state  securities or "Blue
               Sky" laws;

          (iii)the  E*Comnetrix  Shares are sold in a transaction  that does not
               require  registration  under the 1933 Act or any applicable state
               laws and regulations  governing the offer and sale of securities,
               and he has prior to such sale furnished to E*Comnetrix an opinion
               of counsel to that effect reasonably satisfactory to E*Comnetrix;
               or

          (iv) The  E*Comnetrix  shares are registered by E*Comnetrix  under the
               1933 Act and all applicable state and other securities laws.

     (e)  Shareholders  have not traded in the common stock of  E*Comnetrix  and
          will refrain from trading in or selling short any shares in the common
          stock of E*Comnetrix or entering into any derivative  transactions  of
          same prior to the Closing Date.

     4.6 Each of the Shareholders  consents to E*Comnetrix  making a notation on
its records or giving  instructions  to any  transfer  agent of  E*Comnetrix  to
implement the restrictions on transfer set forth and described herein.

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     4.7 Each of the  Shareholders  acknowledges  and accepts  that there may be
material tax  consequences  to a  Shareholder  in respect of an  acquisition  or
disposition of the E*Comnetrix Shares, and that E*Comnetrix gives no opinion and
makes no representation  with respect to the tax consequences to the Shareholder
under  United  States,  state,  local  or  foreign  tax  law in  respect  of the
Shareholder's acquisition or disposition of the E*Comnetrix Shares.

     4.8 In order to induce the  Shareholders  to enter into this  Agreement and
complete the transactions  contemplated  hereunder,  E*Comnetrix  represents and
warrants to the Shareholders  that, except as disclosed to EXSTREAM prior to the
Effective Date:

     (a)  E*Comnetrix  was and remains duly  incorporated  and validly  existing
          under the laws of Canada,  and  E*Comnetrix  is in good  standing with
          respect  to all  filings  required  by  Industry  Canada,  the  Canada
          Business   Corporations  Act  and  the  British  Columbia   Securities
          Commission;

     (b)  the  E*Comnetrix  Shares  to be  issued on  Completion  will be,  when
          issued, validly issued as fully paid and non-assessable;

     (c)  E*Comnetrix has good and sufficient  power,  authority and capacity to
          enter into this Agreement and complete its  transactions  contemplated
          under this Agreement on the terms and conditions set forth herein;

     (d)  E*Comnetrix  has taken all necessary or desirable  actions,  steps and
          corporate and other  proceedings to approve or authorise,  validly and
          effectively,  the entering  into of, and the  execution,  delivery and
          performance of, this Agreement;

     (e)  this  Agreement has been duly  executed and  delivered by  E*Comnetrix
          and, assuming the due authorisation,  execution and delivery hereof by
          EXSTREAM and the Shareholders,  constitutes a legal, valid and binding
          obligation of E*Comnetrix,  enforceable  against it in accordance with
          its terms subject to:

          (i)  bankruptcy, insolvency, moratorium, reorganisation and other laws
               relating to or affecting the  enforcement  of  creditors'  rights
               generally; and

          (ii) the fact that  equitable  remedies,  including  the  remedies  of
               specific  performance and injunction,  may only be granted in the
               discretion of a court;

     (f)  E*Comnetrix is not under any obligation,  contractual or otherwise, to
          request or obtain the consent of any person, and no permits, licenses,
          certifications,  authorisations  or approvals of, or notifications to,
          any federal,  state,  municipal or local  government  or  governmental
          agency, board,  commission or authority are required to be obtained by
          E*Comnetrix in connection with the execution,  delivery or performance
          by  E*Comnetrix  of this  Agreement  or the  completion  of any of the
          transactions  contemplated  herein, and complete and correct copies of
          any  agreements  under which  E*Comnetrix  is  obligated to request or
          obtain any such consent have been provided to the Shareholders;

     (g)  the execution,  delivery and performance of this Agreement and each of
          the  other   agreements   contemplated   or   referred  to  herein  by
          E*Comnetrix,  and  the  completion  of the  transactions  contemplated
          hereby,  will not  constitute or result in a violation or breach of or
          default under:

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<PAGE>

          (i)  any term or provision of any of the memorandum, articles or other
               constating documents of E*Comnetrix; or

          (ii) the  terms  of  any  indenture,   agreement  (written  or  oral),
               instrument or understanding or other obligation or restriction to
               which E*Comnetrix is a party or by which it is bound; or

          (iii)any  term  or  provision  of  any  licenses,   registrations   or
               qualifications   of  E*Comnetrix  or  any  order  of  any  court,
               governmental  authority or regulatory  body or any applicable law
               or regulation of any jurisdiction;

     (h)  the  representations  and warranties  and other factual  statements of
          E*Comnetrix  contained in this  Agreement,  and all information in the
          Schedules hereto, taken as a whole, do not contain any false statement
          of material fact or omit to state a material fact necessary to prevent
          the statements made herein and therein from being misleading; and

          (i)  E*Comnetrix  has received a signed release from each  Shareholder
               who is a party to this Agreement.

     4.9 The  representations  and warranties of  E*Comnetrix  contained in this
Agreement  shall be true at the Time of Closing as though  they were made at the
Time of Closing,  and they shall survive the Completion and remain in full force
and effect thereafter for the benefit of the Shareholder.

5.       INDEMNITIES

     5.1 Indemnities

     (a)  Notwithstanding the completion of the transactions  contemplated under
          this Agreement or E*Comnetrix's  Investigation,  the  representations,
          warranties and  acknowledgements of any of the Shareholders  contained
          in this Agreement or any certificates or documents delivered by any of
          them pursuant to this Agreement shall survive the Completion and shall
          continue  in full  force and  effect  thereafter  for the  benefit  of
          E*Comnetrix.   If   any   of  the   representations,   warranties   or
          acknowledgements  given  by any of the  Shareholders  is  found  to be
          untrue  or there is a breach  of any  covenant  or  agreement  in this
          Agreement  on the part of any of the  Shareholders,  then the party or
          parties responsible for any  misrepresentation  or breach of warranty,
          acknowledgement,  covenant or agreement  shall  jointly and  severally
          indemnify and save harmless  E*Comnetrix  from and against any and all
          liability,  claims, debts, demands, suits, actions,  penalties, fines,
          losses,  costs  (including  legal  fees,  disbursements  and  taxes as
          charged on a lawyer and own client basis), damages and expenses of any
          kind  whatsoever  which may be brought or made against  E*Comnetrix by
          any person, firm or corporation of any kind whatsoever or which may be
          suffered or incurred by E*Comnetrix,  directly or indirectly,  arising
          out of or as a consequence of any such  misrepresentation or breach of
          warranty,  acknowledgement,  covenant or agreement. Without in any way
          limiting the generality of the foregoing,  this shall include any loss
          of  any  kind  whatsoever   which  may  be  suffered  or  incurred  by
          E*Comnetrix,  directly  or  indirectly,  arising  out of any  material
          assessment  or  reassessment  levied upon  EXSTREAM for tax,  interest
          and/or penalties  relating to any period of business  operations up to
          and  including  the  Closing  Date  and  all  claims,  demands,  costs
          (including legal fees, disbursements and taxes as charged

                                       9
<PAGE>

          on a lawyer and own client basis) and expenses of any kind  whatsoever
          in respect of the foregoing.


     (b)  Notwithstanding the completion of the transactions  contemplated under
          this  Agreement  or  any  investigation  by  the   Shareholders,   the
          representations,   warranties  and   acknowledgements  of  E*Comnetrix
          contained in this Agreement or any certificates or documents delivered
          by E*Comnetrix pursuant to this Agreement shall survive the Completion
          and shall continue in full force and effect thereafter for the benefit
          of the  Shareholders.  If any of the  representations,  warranties  or
          acknowledgements  given by  E*Comnetrix is found to be untrue or there
          is a breach of any covenant or agreement in this Agreement on the part
          of E*Comnetrix, then E*Comnetrix shall indemnify and save harmless the
          Shareholders  from and against any and all liability,  claims,  debts,
          demands,  suits, actions,  penalties,  fines, losses, costs (including
          legal  fees,  disbursements  and taxes as  charged on a lawyer and own
          client basis),  damages and expenses of any kind whatsoever  which may
          be brought or made  against the  Shareholders  by any person,  firm or
          corporation  of any  kind  whatsoever  or  which  may be  suffered  or
          incurred by the Shareholders,  directly or indirectly,  arising out of
          or as a  consequence  of  any  such  misrepresentation  or  breach  of
          warranty,  acknowledgement,  covenant or agreement. Without in any way
          limiting the generality of the foregoing,  this shall include any loss
          of any kind  whatsoever  which  may be  suffered  or  incurred  by the
          Shareholders,  directly or  indirectly,  arising  out of any  material
          assessment or reassessment  levied upon E*Comnetrix for tax,  interest
          and/or penalties  relating to any period of business  operations up to
          and  including  the  Closing  Date  and  all  claims,  demands,  costs
          (including legal fees,  disbursements and taxes as charged on a lawyer
          and own client  basis) and expenses of any kind  whatsoever in respect
          of the  foregoing.  Subject  to any  regulatory  approval  that may be
          required,  each of the  Shareholders may elect to receive in lieu of a
          cash settlement, common shares at the simple average closing price for
          the common shares of E*Comnetrix for the 30 trading days preceding the
          date of any award ordered by a court pursuant to this indemnity.

     5.2  With  the   exception  of  claims   based  on  fraud  or   intentional
misrepresentation,  the indemnification  obligations of each of the Shareholders
shall not exceed the E*Comnetrix Shares received by such Shareholder in exchange
for such Shareholder's EXSTREAM Shares pursuant to Section 1.1 of this Agreement
and the satisfaction of such  indemnification  obligations shall be accomplished
on a pro rata basis among parties involved in any misrepresentation or breach of
warranty,  acknowledgement,  covenant or agreement as to their  Exchange  Shares
issued pursuant to Section 1.1 of this Agreement.

6.       CLOSING

     6.1 At the Time of Closing, the Shareholders shall deliver to E*Comnetrix:

          (a)  releases  from each of the  Shareholders  of all  claims  against
          EXSTREAM for  outstanding  amounts owing by EXSTREAM on account of any
          loans,  bonuses,   reimbursements,   compensation,   fees,  royalties,
          dividends or other consideration whatsoever;

          (b) certificates of confirmation and investor  certificates  from each
          of the Shareholders;

                                       10
<PAGE>

     (c)  any other  materials  that are,  in the opinion of the  attorneys  for
          E*Comnetrix,   reasonably   required  to  complete  the   transactions
          contemplated under this Agreement.

     6.2  Within  Fifteen (15) business  days  subsequent to the Time of Closing
          E*Comnetrix shall deliver to the solicitors for the Shareholders share
          certificates  representing  the E*Comnetrix  Shares  registered in the
          names of the Shareholders.

7.       GENERAL

     7.1 Time and each of the terms and conditions of this Agreement shall be of
the essence of this  Agreement  and any waiver by the parties of this  paragraph
7.1 or any failure by them to exercise any of their rights under this  Agreement
shall be limited to the  particular  instance  and shall not extend to any other
instance or matter in this Agreement or otherwise  affect any of their rights or
remedies under this Agreement.

     7.2 The  Schedules to this  Agreement  incorporated  by  reference  and the
recitals to this Agreement constitute a part of this Agreement.

     7.3 This Agreement  constitutes  the entire  Agreement  between the parties
hereto  in  respect  of  the  matters  referred  to  herein  and  there  are  no
representations,  warranties,  covenants  or  agreements,  expressed or implied,
collateral hereto other than as expressly set forth or referred to herein.

     7.4 The  headings  in this  Agreement  are for  reference  only  and do not
constitute terms of the Agreement.

     7.5 The  provisions  contained  in this  Agreement  which,  by their terms,
require performance by a party to this Agreement  subsequent to the Closing Date
of this Agreement, shall survive the Closing Date of this Agreement.

     7.6 No  alteration,  amendment,  modification  or  interpretation  of  this
Agreement or any provision of this Agreement shall be valid and binding upon the
parties hereto unless such alteration, amendment, modification or interpretation
is in written form executed by the parties directly affected by such alteration,
amendment, modification or interpretation.

     7.7 Whenever the singular or masculine is used in this  Agreement  the same
shall be deemed to include the plural or the  feminine or the body  corporate as
the context may require.

     7.8 The parties hereto shall execute and deliver all such further documents
and  instruments and do all such acts and things as any party may, either before
or after the  Closing  Date,  reasonably  require in order to carry out the full
intent and meaning of this Agreement.

     7.9 Any notice,  request,  demand and other communication to be given under
this  Agreement  shall  be in  writing  and  shall be  delivered  by hand to the
appropriate  party at the  address  as  first  set out  above  or to such  other
addresses or by such other means as may be  designated in writing by the parties
hereto in the manner provided for in this paragraph, and shall be deemed to have
been  received  on the date of delivery by hand,  or if  delivered  by e-mail or
telecopy, then on the date transmission completes.

     7.10 This  Agreement  shall be subject to,  governed  by, and  construed in
accordance  with the laws of the State of California,  and the parties attorn to
the non-exclusive  jurisdiction of the courts of the State of California for the
resolution of all disputes arising under this Agreement.

                                       11
<PAGE>

     7.11 This Agreement may be signed by the parties in as many counterparts as
may be  deemed  necessary,  each of which so  signed  shall be  deemed  to be an
original,  and all such counterparts  together shall constitute one and the same
instrument.

IN WITNESS WHEREOF the parties have hereunto set their hands and seals as of the
Effective Date:


SIGNED, SEALED & DELIVERED by
Harrison Design Group in the presence of:        )
                                                 )
___/s/ B. Martell ___________________            )
Signature of Witness                             )
                                                 )/s/  [Illegible]_____________
Name:    Brenda Martell                          )Harrison Design Group, Inc.
       ------------------------------
          464 California St.
Address:-----------------------------
          San Francisco, CA 94104                )
-------------------------------------            )
                                                 )
Occupation:   PB- Wells Fargo Bank               )
             ------------------------


SIGNED, SEALED & DELIVERED by
William S. Perell in the presence of:            )
                                                 )
___/s/ Judith T. Castillo___________             )
Signature of Witness                             )_____/s/ William S. Perell ___
                                                 )William S. Perell
Name:__Judith T. Castillo___________

Address:  2055 Chestnut St                       )
-------------------------------------            )
         San Francisco, CA 94123                 )
------------------------------------             )
                                                 )
Occupation: Asst. Br. Manager- Wells Fargo Bank  )
           ---------------------------------

EXECUTED by Exstream Data, Inc.


___/s/ Joseph Karwat____________
Joseph Karwat
President

EXECUTED by E*Comnetrix Inc.


___/s/ [Illegible]______________
Mark Smith
President






                                       12
<PAGE>




Schedule A - Shareholders of Exstream
<TABLE>
<S>                             <C>                                                 <C>        <C>

Name                       Address                                                 Shares   Percentage

Harrison Design Group      665 Chestnut Street, 3rd Floor, San Francisco, CA 94133  8,000      01.40%
William S. Perell          2 Casa Way, Ste. 205, San Francisco, CA 94123           47,453      08.32%

</TABLE>



































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<PAGE>