StoreRunner
                                 A CBS Alliance

                               www.storerunner.com


                    WEBMALL(TM) CO-BRANDED WEB PAGE AGREEMENT

                                   COVER PAGE

THIS  AGREEMENT,  CONSISTING  OF  THIS  COVER  PAGE AND THE TERMS AND CONDITIONS
ATTACHED  HERETO  AS  EXHIBIT  "A"  is  entered  into  by and between the Client
identified  below  and  StoreRunner Network, Inc., 6333 Greenwich Dr. Suite 200,
San  Diego,  CA  92122  ("StoreRunner").


Effective  Date:  9/7/00
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Set  up  Fees:  $50,000
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StoreRunner  Advertising  Percentage:  33%
                                       ---

Schedule  for  Client  Revenue  Share:

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Number of Monthly Visitors to Co-Branded  Client Percent Share of Net Revenue
                Web Pages
----------------------------------------  ------------------------------------
Less than 100,000                                                          33%
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100,000-500,000                                                            40%
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500,000-1,000,000                                                          45%
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More than 1,00,000                                                         50%
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Client  Site  Address:  URL:  www.nettaxi.com

The  signatures  below  constitute  acceptance  of  this  Agreement.


CLIENT NAME: Nettaxi.com, Inc.        STORERUNNER, INC.

Signature: /s/Robert Speicher         Signature: /s/David Rane
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Print Name: Robert Speicher           Print Name: David Rane
------------------------------------  -------------------------------------

Title: Executive Vice President       Title: Chief Operating Officer
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Date: September 1, 2000               Date: 9/7/00
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Fax: 408-879-9907                     Fax: 858-546-2678
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Telephone: 408-879-9880               Telephone: 858-546-2608
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Street Address: 1696 Dell Ave.        E-Mail Address: DAVID@Storerunner.com
------------------------------------  -------------------------------------

City, State, Zip: Campbell, CA 95008
------------------------------------

E-Mail Address: bgspeich@Nettaxi.com
------------------------------------


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                                    EXHIBIT A

                              TERMS AND CONDITIONS

A.     StoreRunner  hosts  and  maintains  an  Internet  shopping  web  site  at
www.storerunner.com  (the  "STORERUNNER SITE") comprised of web pages maintained
and  operated  by  StoreRunner or its merchant partners which contain references
and  hyperlinks  to  and from the web sites of various StoreRunner partners (the
"StoreRunner  Network").

B.     Client  maintains a web site with the homepage URL specified on the Cover
Page  (the  "CLIENT  SITE").

C.     Client  desires  that  StoreRunner  create,  host  and maintain web pages
linked  to  the Client Site that include certain Internet shopping functionality
of  the  StoreRunner  Site  customized  to  display  the  Client's  name  and/or
trademarks  ("CO-BRANDED  WEB  PAGES"),  and  StoreRunner is willing to do so in
accordance  with  the  terms  of  this  Agreement.


1.     CO-BRANDED  WEB  PAGES.  The Co-Branded Web Pages shall be in the form of
one of StoreRunner's templates modified solely to display in the upper left hand
corner of each Co-Branded Web Page Client's trade name and/or trademark ("CLIENT
MARKS")  to  a  maximum  of  192X67  pixels  of  space.  Client  shall  provide
StoreRunner, in acceptable electronic form, the Client Marks within 5 days after
the  Effective  Date.  Client  hereby  grants  StoreRunner  a  non-exclusive,
worldwide,  royalty-free  license  to  use  and  display the client Marks on the
Co-Branded  Web Pages.  Client represents and warrants to StoreRunner that it is
the  owner  or  licensor  of  the  Client  Marks  and has the right to grant the
foregoing  license.  StoreRunner  agrees,  at  its  cost  and  expense, to host,
maintain  and  serve  the  Co-Branded Web Pages beginning ten (10) business days
after  receipt  of  the  Client  Marks.

2.     SHOPPING  LINK  ON  CLIENT'S  SITE.  At all times during the term of this
Agreement  that  the  Co-Branded Web Pages are operational, Client shall add and
maintain an operational hyperlink from Client's Site to the Co-Branded Web Pages
in  the  form  of  a  "Shopping Button," the location, prominence and content of
which  shall  be  as mutually agreed upon by the parties.  StoreRunner agrees to
provide  Client  certain  html code ("CODE") for the hyperlink to the Co-Branded
Web  Pages.  Client agrees not to modify, reproduce or redistribute the Code and
or the copyright and/or other proprietary notices contained in the Code, if any.
Client  may  not frame or mirror any web page of the Co-Branded Web Pages or the
StoreRunner Site, including without limitation the pages that appear in response
to  a  hyperlink  initiated  from  the  Client  Site.

3.     SET  UP  FEES.  This  Agreement  shall be effective only after receipt by
StoreRunner  of the Set up Fees specified on the Cover Page, which Client agrees
to  pay  to  StoreRunner  on  or  before  the  Effective  Date.

4.     PAYMENT  OF  REVENUE  SHARE TO CLIENT.  StoreRunner will pay to Client an
amount equal to the Client Percentage identified on the Cover Page multiplied by
its  Net  Revenue  From The Co-Branded Web Pages (as defined below), as follows:

     4.1     When  the  total  amount owed to Client reaches One Hundred Dollars
($100), then at the end of the calendar quarter in which Client reached the $100
minimum  amount, StoreRunner will send Client a check for the amount owed within
thirty  (30) days after the end of such quarter, along with a report summarizing
the  calculations  of  such  amount.

     4.2     THEREAFTER,  StoreRunner  will  send  Client  a quarterly check for
every  subsequent calendar quarter within thirty (30) days after the end of such
quarter,  regardless  of  whether  the  amount owed Client is in excess of $100,
along  with  a  report  summarizing  the  calculation  of  such  amount.

"NET  REVENUE  FROM  THE  CO-BRANDED WEB PAGES" means the gross revenue actually
received  by  StoreRunner  derived  from click-through fees and advertising fees
charged  by  StoreRunner  to third party merchants and advertisers, less amounts
deducted  by  StoreRunner  for  costs  of ad sales and merchant credits.  Client
understands that not all click-through's by visitors at the Co-Branded Web Pages
will  result  in  or  generate  revenue  or  Net  Revenue.

5.     ADVERTISING.  All  advertising  on  the  Co-Branded  Web  Pages  shall be
subject  to  approval of StoreRunner.  Unless otherwise agreed, StoreRunner will
have  the  exclusive  right  to  sell  all  banner  and other advertising on the
Co-Branded  Web  Pages.  If  StoreRunner  permits  Client  sales of advertising,
Client  agrees to pay to StoreRunner and amount equal to the gross revenue, less
costs  of  sales,  from  such  advertising  sales  multiplied by the StoreRunner
Advertising  Percentage  set  forth  on  the  Cover  Page.

6.     ONLINE  REPORTING.  StoreRunner  will  provide  Client  with  password
protected  access to an online report of visitor click-through's and advertising
views  on the Co-Branded Web Pages and estimated gross revenue generated.  While
StoreRunner  will  attempt  to keep the online reports updated periodically, the
information  and  data contained in the online reports are estimates and subject
to  change.  Client  agrees  to  keep  the  password  confidential.

7.     THIRD  PARTY  INFORMATION.  Client  acknowledges  that  the  third  party
merchants providing goods and services directly or via links, on the StoreRunner
Site  and  the  Co-Branded  Web Pages are not under the control StoreRunner, and
that StoreRunner is not responsible for the actions of the third party merchants
or  the  contents  of  any


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third  party merchant web sites.  Client acknowledges such third party merchants
are  responsible  forth  sale  of  their products to visitors, including without
limitation  all  order  fulfillment,  shipping  and  warranties for products and
services  ordered.

8.     USE  LIMITATION.  Use  of  the  co-Branded  Web  Pages  is subject to the
approval  of  StoreRunner.  Client  may  not  sell,  resell,  rent  or lease the
Co-Branded  Web  Pages.  Client  may  not  modify,  copy,  distribute, transmit,
display,  perform,  reproduce,  publish,  license, create derivative works from,
transfer,  or  sell  any  information,  software, products, services or benefits
obtained  from  the  StoreRunner Network or the Co-Branded Web Pages without the
prior  written  consent  of StoreRunner.  Client understands and agrees that the
Co-Branded  Web  Pages  will  be  part  of  the  StoreRunner Network for traffic
reporting  purposes.  Client  agrees  that  it  will  not intentionally take any
action  which  will  prevent  visitors  to  the  Co-Branded Web Pages from being
reported  as part of the traffic count of the StoreRunner Network, including but
not  limited  to  masking,  redirecting,  or  assigning  a  hypertext  link to a
different  domain  name  not assigned for the purpose of delivering users to the
Co-Branded  Web  Pages.

9.     NO  UNLAWFUL  OR  PROHIBITED  USE.  Client  shall not use the Client Site
and/or  Co-Branded  Web  Pages for any purpose that is unlawful or prohibited by
this  Agreement.  In addition, Client may not link to the StoreRunner Network or
co-Branded Web Pages any Web site (including without limitation the Client Site)
containing  or  relating  to any of the following: sexual content or adult-rated
material, pornography or obscenity, profanity, hate speech, defamatory, libelous
or  threatening language, software piracy or which otherwise violate or infringe
a third party's intellectual property, proprietary, privacy or publicity rights,
illegal  activity  or  activities  which  violate  any  foreign,  international,
federal,  state  or  local  law  or regulation, cigarettes, hard liquor, massage
parlors,  abortion  clinics,  firearms,  ammunition  or  explosives, head shops,
lotteries, gambling, content that denigrates a particular group based on gender,
race,  creed,  religion,  nationality,  sexual  preference  or handicap.  Client
represents  and  warrants during the term of this Agreement that the Client Site
does  not  contain or relate to any of the foregoing.  Client further agrees not
to  link  the  Co-Branded Web Pages to any unsolicited communication sent to any
third  party, or otherwise use or mention the Co-Branded Web Pages in connection
with  any  such  unsolicited  communication.  Additionally,  Client  agrees that
during  the  term  of  this Agreement, neither client nor any of its affiliates,
will in any manner whatsoever, encourage, promote or provide an incentive to any
visitor to visit the Co-Branded Web Pages by rewarding such visitor based on the
number of click-through's such visitor makes on merchant product offerings.  Any
breach  of  this  Section  shall  be  a  material  breach  of this Agreement and
StoreRunner  may,  without  prior notice to Client, cease serving the Co-Branded
Web  Pages.

10.     PUBLICITY.  Neither party shall issue or distribute any press release or
other  discretionary  public announcement concerning the relationship created by
this Agreement without the prior written consent of the other, provided however,
Client  may  inform  visitors  to  the Client Site that it has entered into this
Agreement  to  offer such visitors the right to access the Co-Branded Web Pages,
and  StoreRunner  may  publicly  identify Client as an StoreRunner client in any
promotional  materials StoreRunner generates and may include a hypertext link to
the  Client  Site  on  the  StoreRunner  Network.

11.     USER  INFORMATION.  StoreRunner  is  the sole and exclusive owner of the
personal  and  demographic  information  that  it  acquires from visitors in the
course  of  administrating  the  Co-Branded Web Pages, and will use such visitor
information  in  accordance  with  the Privacy Policy Statement set forth in the
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StoreRunner  Site.  Neither party will, by act or omission, violate or encourage
a  third  party to violate any applicable law in relation to the collection, use
or  re-use  of  the  visitor  information.

12.     LICENSE  TO  CLIENT.  Client acknowledges that the hyperlink or Shopping
Button  to  the Co-Branded Web Pages on the Client Site may include a trademark,
service  mark  or  logo  owned  by  or  licensed  to StoreRunner (a "STORERUNNER
TRADEMARK").  In  such  event,  StoreRunner  hereby grants to Client, during the
term  of  this  Agreement,  a  non-assignable,  non-transferable,  royalty-free,
non-exclusive,  worldwide, limited license to display such StoreRunner Trademark
solely  in  connection with Client's display of the hyperlink or Shopping Button
on  the  Client  Site  as provided in this Agreement.  Client may not change the
proportion,  color,  or  font  of  the  hyperlink or Shopping Button without the
approval  of  StoreRunner.  If  the  Shopping  Button  includes  a  StoreRunner
Trademark, then each use of the Shopping Button on the Client Site will identify
StoreRunner  or  its  licensors  as  the  owner  of  the  StoreRunner Trademark,
including the (R) (R inside the circle) and "TM", as applicable as designated by
StoreRunner  from  time  to time.  Client agrees not to register any StoreRunner
Trademark  in  any  jurisdiction.

13.     WARRANTIES.

     13.1     MUTUAL  WARRANTIES.  Each  party  represents  and  warrants to the
other  party  that,  during  the  term  of this Agreement: (i) it is authorized,
empowered,  and  able to enter into and fully perform its obligations under this
state,  local and foreign laws and regulations in performing its obligations and
exercising  its  rights  under  this  agreement.


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     13.2     NO  OTHER  WARRANTIES,  EXCEPT  AS  OTHERWISE  PROVIDED  IN  THIS
AGREEMENT.  NEITHER  PARTY  MAKES  ANY  OTHER  WARRANTY  IN  CONNECTION WITH THE
SUBJECT  MATTER  OF  THIS  AGREEMENT AND EACH PARTY HEREBY DISCLAIMS THE IMPLIED
WARRANTIES  OF  NON-INFRINGEMENT  OF  THIRD  PARTY  RIGHTS,  MERCHANTABILITY AND
FITNESS  FOR  A PARTICULAR PURPOSE, IN PARTICULAR, AND NOT BY WAY OF LIMITATION,
STORERUNNER  DOES  NOT  WARRANT THAT THE STORERUNNER NETWORK, THE CO-BRANDED WEB
PAGES  OR  THE STORERUNNER SITE WILL OPERATE ERROR-FREE OR WITHOUT INTERRUPTION.

14.     INDEMNITY.

     14.1     BY  CLIENT.  Subject  to  the  provisions  of this Section, Client
agrees  to  indemnify,  defend  and  hold harmless StoreRunner and its officers,
directors  and  employees  from  and  against  any  and all losses, liabilities,
damages,  settlement  amounts,  claims,  obligations, costs, expenses (including
without  limitation  reasonable  attorneys'  fees)  which result from , arise in
connection with or are related in any way to claims by third parties arising out
of, relating to or alleging (i) breach of a representation or warranty of Client
in  the  Agreement  and  (ii)  any  copyright,  trademark  or other intellectual
property  provided  by  Client  to StoreRunner in performance of its obligations
infringes  the  copyrights or trademarks of any third party.  The obligations of
this  Section  are  contingent  on  StoreRunner (a) giving Client prompt written
notice  of  any  such  claim;  and  (b)  providing reasonable cooperation in the
defense  and  all  related  settlement  negotiations.

     14.2     BY  STORERUNNER.  Subject  to  the  provisions  of  this Sections,
StoreRunner  agrees  to  indemnify,  defend  and  hold  harmless  Client and its
officers,  directors  and  employees  from  and  against  any  and  all  losses,
liabilities,  damages,  settlement amounts, claims, obligations, costs, expenses
(including,  without  limitation, reasonable attorneys' fees) which result from,
arise  in  connection  with or are related in any way to claims by third parties
arising from or related to an allegation that any trademark or copyrighted works
provided  to  StoreRunner to Client or used by StoreRunner on the Co-Branded Web
Pages infringe the copyrights or trademarks of any third party.  The obligations
of  this  Section are contingent on Client (a) giving StoreRunner prompt written
notice  of  any  such  claim;  and  (b)  providing reasonable cooperation in the
defense  and  all  related  settlement  negotiations.

15.     DAMAGES.  IN  NO  EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER, OR ANY
PARTY  CLAIMING  THROUGH THEM, FOR LOST PROFITS, DATA OR BUSINESS OPPORTUNITIES,
OR  FOR  ANY  INTERRUPTION OF SERVICE OF THE STORERUNNER NETWORK, CO-BRANDED WEB
PAGES,  CLIENT  SITE,  STORERUNNER  SITE  OR OTHER SITE OUTAGE, OR FOR ANY OTHER
SPECIAL,  INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF
THIS  AGREEMENT  OR  ITS TERMINATION, WHETHER LIABILITY IS ASSERTED IN CONTRACT,
TORT  (INCLUDING  NEGLIGENCE)  OR  OTHER-WISE  AND  IRRESPECTIVE  OF  WHETHER
STORERUNNER  OR  CLIENT  HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR
DAMAGE.  IN  THE  EVENT  THAT  THIS  LIMITATION  OF LIABILITY FAILS FOR WHATEVER
REASON,  THE  PARTIES  AGREE  THAT  THE MAXIMUM LIABILITY OF EITHER PARTY HERETO
SHALL  NOT  EXCEED  THE AMOUNT PAID TO THE OTHER UNDER THIS AGREEMENT DURING THE
TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THTE
CLAIM  FOR  DAMAGES.

16.     TERM  AND  TERMINATION.

     16.1     TERM.  The  term of this Agreement shall commence on the Effective
Date  and  will,  unless  earlier  terminated as provided herein, continue for a
period  of  one  (1)  year (the "INITIAL TERM").  Unless otherwise terminated as
provided  herein,  this  Agreement  shall  thereafter  automatically  renew  for
additional  one (1) year terms.  Either party may terminate this Agreement as of
the  end  of  the  Initial Term or any renewal term upon not less than three (3)
months  prior  written  notice  to StoreRunner.  Either party may terminate this
Agreement  at the end of the first ninety (90) days of the Initial Term upon not
less  than  thirty  (30)  days  prior  written  notice.

     16.2     TERMINATION  FOR  CAUSE.  If either party is in material breach of
the  terms of this Agreement, the non-breaching party may give written notice of
such  breach to the breaching party and an opportunity to cure the breach within
fifteen  (15)  business  days.  If  such breach is not cured within such fifteen
(15)  day  period,  the  non-breaching  party  may  immediately  terminate  this
Agreement  by  subsequent  written  notice  to  the  party  in  breach.

     16.3     EFFECT  OF  TERMINATION.  As soon as commercially reasonable after
the  effective date of any termination of this Agreement, StoreRunner will cease
hosting  the  Co-Branded  Web Pages and Client will remove all hyperlinks and/or
shopping  buttons  from the Client Site.  Upon any termination of this Agreement
all  licenses  granted in this Agreement will terminate.  Within the thirty (30)
day  period  following  the  termination of this Agreement, StoreRunner will pay
Client all amounts due under this Agreement which have accrued prior to the date
of  termination.


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     16.4     SURVIVAL.  The following Sections shall survive the termination of
this  Agreement,  Sections  10 ("Publicity"), 11 ("User Information"), 13.2 ("No
Other  Warranties"),  14  ("Indemnity"),  15  ("Damages"),  16  ("Term  and
Termination"),  and  17  ("General").

17.     GENERAL.  This  Agreement  is  governed  by  the  laws  of  the State of
California,  U.S.A.,  without  regard  to  its  conflicts  or  choice  of  laws
provisions.  Client  hereby  consents to the jurisdiction of and venue in courts
located  in  San Diego County, California, U.S.A. in all disputes arising out of
or  relating  to  this  Agreement.  Client  agrees  that  no  joint  venture,
partnership,  employment,  or  agency  relationship  exists  between  Client and
StoreRunner  as  a  result  of this Agreement.  If any part of this Agreement is
determined  to be invalid or unenforceable pursuant to applicable law including,
but not limited to, the warranty disclaimers and liability limitations set forth
above,  then the invalid or unenforceable provision will be deemed superseded by
a  valid,  enforceable  provision  that  most  closely matches the intent of the
original  provision and the remainder of the Agreement shall continue in effect.
Unless  otherwise  specified  herein,  this  Agreement  constitutes  the  entire
agreement  between  Client and StoreRunner with respect to the subject matter of
this Agreement and it supersedes all prior or contemporaneous communications and
proposals,  whether  electronic, oral or written, between Client and StoreRunner
with  respect  to  that  subject  matter.  Client  may not assign this Agreement
without the written consent of StoreRunner.  StoreRunner shall have the right to
assign  this Agreement.  Any notice given in electronic form shall be admissible
in  judicial  or  administrative  proceedings  based  upon  or  relating to this
Agreement  to  the  same  extent  and  subject  to  the same conditions as other
business  documents  and  records originally generated and maintained in printed
form.


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              ADDENDUM TO WEBMALL(TM) CO-BRANDED WEB PAGE AGREEMENT
             BETWEEN NETTAXI.COM, INC. AND STORERUNNER NETWORK, INC.

The  following  terms  are  added  to  the  agreement.

1.   Upon  receipt of Set Up Fee as described in Section 3 and the Cover Page of
     this  Agreement,  StoreRunner  shall  immediately  purchase  run  of  site
     advertising from Nettaxi.com of the same amount as the Set Up Fee received.
     Such  advertising  shall  promote  and  link  to  the Co-Branded Web Pages.

2.   Upon  reaching  at least 1,000,000 Visitors to the Co-Branded Web Pages per
     month  and  upon  the  request of Nettaxi.com, StoreRunner shall extend the
     present  Agreement  to include the development of a Shopping by StoreRunner
     Web  Site  which  (i)  includes  certain  features  and  functions  of  the
     StoreRunner web site, (ii) has the branding and look and feel of Customer's
     web  site,  and  (iii)  includes  certain  StoreRunner  branding;  all  in
     accordance  with the terms of an extended agreement to be negotiated at the
     time  of the extension. StoreRunner will waive its usual and customary fees
     for  the  development  of  the  custom Shopping by StoreRunner Web Site and
     Nettaxi.com  will not be obligated to pay any fees beyond the Set Up Fee as
     per  Section  3  of  this  Agreement.


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