SOFTWARE LICENSE AGREEMENT


     This  License  Agreement  (this "Agreement") is entered-into as of the 29th
                                      ---------
day  of September, 2000 (the "Effective Date") by and between Annuncio Software,
                              --------------
Inc.,  a  California corporation with an office at 2440 W. El Camino Real, Suite
300,  Mountain  View,  CA  94040  ("Annuncio"),  and  NettTaxi.com,  a  Nevada
corporation  having  an  office  at  1696  Dell  Avenue,  Campbell,  CA  95008
("Licensee").

     WHEREAS,  Annuncio  has  developed  certain  Internet  marketing automation
software  known  as  Annuncio  Live  TM;  and

     WHEREAS,  Licensee  wishes  to  obtain  a non-exclusive license to use such
software  to  automate  its  Internet  and  integrated  marketing  campaigns.

     For  good  and valuable consideration, the receipt and sufficiency of which
is  hereby  acknowledged,  the  parties  hereto  agree  as  follows:


SECTION  1.  DEFINITIONS
             -----------

As used in this Agreement, the following terms shall have the meanings set forth
below:

"ANNUNCIO  DOCUMENTATION"  means  the  documentation  provided  by  Annuncio  to
Licensee  to  be  used  in  conjunction  with  the  Software.

"DESIGNATED  SYSTEM"  means the specific computer equipment at Licensees address
listed  above  as  set  forth  in  the  applicable  Exhibit.

"LICENSE  FEE" means the fee for the license rights granted herein, as set forth
in  applicable  Exhibit.

"LICENSEE  MATERIALS"  means the text, customer data and other material supplied
by  Licensee  and  used  in  conjunction  with  the  Software.

"MARKETING  TRANSACTION  LIMITS" means the number of marketing transactions that
may  be performed using the Software pursuant to the terms of this Agreement, as
specifically  stated  and  defined  in  the  applicable  Exhibit.

"SOFTWARE"  means  Annuncio'  s proprietary software as further described in the
applicable  Exhibit,  in  object  code form, and any updates or upgrades thereto
provided  by  Annuncio  hereunder.

"SOFTWARE  MEDIA"  means  the  computer  disk  or CD-ROM provided to Licensee by
Annuncio  on  which  the  Software  is  recorded.

"TERM"  means  the term of the license hereunder, as set forth in the applicable
Exhibit.

SECTION  2.     SOFTWARE  LICENSE
                -----------------

     Section  2.1  License Grant Subject to all the terms and conditions of this
                    ------------
Agreement, Annuncio hereby grants to Licensee, during the Term, a non-exclusive,
non-transferable,  non-sublicensable  license to use the Software along with any
accompanying  Annuncio  Documentation  solely  on  the Designated System, not to
exceed  the  specified  Marketing  Transaction Limits, and solely for Licensee's
internal  use  as  part  of Licensee's Internet marketing solution. Licensee may
make  a  reasonable  number  of  copies  solely for backup or archival purposes.

Section  2.2. Restrictions. Licensee may not (i) copy or otherwise reproduce the
              ------------
Software  other  than  as  expressly  set  forth  above;  (ii) rent, sublicense,
transfer  or  grant  any rights in the Software or Annuncio Documentation in any
form  to  any  person,  (iii)  permit  third  parties to benefit from the use or
functionality  of  the  Software  via  a  timesharing,  service  bureau or other
arrangement  without specific written permission from an Annuncio vice-president
or  higher  level  employee.

Section  2.3. Proprietary Rights and Notices. Annuncio grants no license, right,
              ------------------------------
or  interest  in  any Annuncio copyright, trademark, trade name, service mark or
other  proprietary  right. Licensee shall neither alter nor remove any copyright
notice or other proprietary rights notices that may appear on the Software or on
or  in  any Annuncio Documentation delivered to Licensee hereunder. In addition,
Annuncio  agrees  that  any  reproduction  of  the  Software  or  the  Annuncio
Documentation (or any portion thereof) authorized by Annuncio shall include such
copyright  and  other  proprietary  rights  notices  as  are currently contained
thereon  or  as  may  be  reasonably  specified  from  time to time by Annuncio.

Section  2.4.  No Sale. This license is not a sale. Title, and copyrights to the
               -------
Software,  Annuncio  Documentation  and  any  copy  made by Licensee remain with
Annuncio.  Unauthorized  copying  of  the Software or Annuncio Documentation, or
failure  to  comply  with  any  restrictions  herein,  will  result in automatic
termination  of  this  Agreement and will make available to Annuncio other legal
remedies.

Section  2.5.  Reservation  of  Rights.  Annuncio  hereby reserves to itself all
               -----------------------
rights  in  and  to  the



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ANNUNCIO  SOFTWARE,  INC                          CONFIDENTIAL  AND  PROPRIETARY


<PAGE>
Software not expressly granted to Licensee herein. Licensee shall have no rights
in  or  to  the  Software  except  as  expressly  granted  herein

     Section  2.6.  No  Reverse  Engineering,  Licensee shall not, and shall not
                    ------------------------
permit  any  third party to, alter, modify, adapt, translate, prepare derivative
works  from,  decompile,  reverse engineer, disassemble, or otherwise attempt to
derive  computer source code from, as applicable, the Software, except as may be
expressly  permitted by applicable local law.  In jurisdictions where a right to
reverse  engineer  is  provided  by  law  unless  information is available about
products  in  order  to  achieve  interoperability, functional compatibility, or
similar  objectives,  Licensee  agrees  to submit a detailed written proposal to
Annuncio  concerning  Licensee's  information  needs  before engaging in reverse
engineering. Annuncio may, in its sole discretion, propose to Licensee terms and
conditions  under  which Annuncio is willing to make such information available.

     Section  2.7  Proprietary  Rights of Licensee. Licensee shall retain all of
                   --------------------------------
its  right,  title  and  interest in and to all patent rights, trademarks, trade
names,  inventions,  copyrights,  know-how,  trade  secrets  and/or  any  other
intellectual  property or proprietary rights relating to the Licensee Materials.



SECTION  3.  VERIFICATION
             ------------

     Section  3.1 Certification. Upon Annuncio's written request, Licensee shall
                  -------------
furnish  Annuncio with a signed certification verifying that (i) the Software is
being  used  pursuant  to  the provisions of this Agreement and (ii) listing the
locations,  and  types  of  the Designated Systems on which the Software is run.


     Section  3.2.  Audit.  Annuncio may, on a quarterly basis and upon ten (10)
                    -----
days prior written notice to Licensee, audit Licensee's use of the Software. Any
such  audit  shall  be  conducted  during  regular  business hours at Licensee's
facilities  and  shall  not  unreasonably  interfere  with  Licensee's  business
activities.


     SECTION  4.  DELIVERY  AND  PAYMENT.
                  ----------------------

     Section  4.1 Delivery. Within ten (10) days of the Effective Date, Annuncio
                  --------
shall  ship  to Licensee one (1) object code version of the Software and one (1)
copy  of  the  Annuncio  Documentation.

     Section  4.2  License  Fee.  In  consideration  for  the  license  granted
                   ------------
hereunder,  Licensee shall pay Annuncio as set forth in the payment terms in the
appropriate  Exhibit.  Section 4.3 Late Payments. If the License Fee is not paid
                                   -------------
when  due,  in  addition  to  any  other remedy otherwise available to Annuncio,
Annuncio  may  impose  interest  or  overdue charges and payments at the rate of
one-and-one-half  percent  (1.5%)  per  month  (or,  if less, the maximum amount
permitted  by  law),  until  Licensee  is  current  on  all  payments.  -

     Section  4.4  Taxes.  Licensee  shall  pay  all sales, use and excise taxes
                   -----
relating  to,  or  under,  this  Agreement,  unless  Licensee is exempt from the
payment of such taxes and provides Annuncio with evidence of such exemption, and
excepting  those  taxes  based  upon  Annuncio's  income.


SECTION  5  SUPPORT  AND  PROFESSIONAL  SERVICES
            ------------------------------------

     Section  5.1  Software  Support  Program.  Upon  payment of the- applicable
                   --------------------------
Software  Support  Program Fee as set forth in the appropriate Exhibit, Annuncio
will provide Software Support in accordance with the applicable Software Support
Program  Terms  and  Conditions.

     Section  5.2  Consulting  and  Training  Service. Upon request by Licensee,
                   ----------------------------------
Annuncio  shall  provide  Licensee  with  consulting  and  training  services in
addition  to  the Software Support Program offered pursuant to Exhibit A and the
Software  Support  Program  Terms  and  Conditions.  Any  consulting or training
services  acquired  from  Annuncio  shall  be  bid  separately from the Software
License and Licensee may acquire either Software Licenses or consulting services
without  acquiring  the-  other.  Such consulting and training services shall be
provided  pursuant  to  a separate Consulting Services Agreement pursuant to the
terms  and  rates  contained  therein.

     Section  5.3  Non-Solicitation.  Licensee  shall  not  solicit for hire any
employee,  consultant  or  subcontractor  of  Annuncio  during  the term of this
Agreement  and  for a period of six (6) months thereafter. In the event Licensee
hires any employee, consultant or subcontractor of Annuncio that it has actively
solicited  within  the  six  (6)  months  period  following such person's having
performed  services for Annuncio, Licensee shall promptly pay Annucio a finder's
fee equivalent to fifty percent (30%) of the annual compensation package offered
to  such  person  by  Licensee.

     Section  5.4  Expenses.  For  any  on  site services requested by Licensee,
                   --------
Licensee  shall  reimburse  Annuncio for all reasonable out-of-pocket travel and
business  expenses  incurred  by  Annuncio in performing any of the services set
forth  in  this  Section  5.


SECTION  6.  REPRESENTATIONS,
WARRANTIES,  AND  DISCLAIMERS
-----------------------------


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<PAGE>
Section  6.1.  General.  Each  party hereby represents and warrants to the other
               -------
that  (i)  such  party  has  the  right,  power and authority to enter into this
Agreement  and  to  fully  perform  all  its obligations hereunder; and (if) the
making  of  this  Agreement does not violate any agreement existing between such
party  and  any  third  party.

     Section  6.2.  Limited  Warranty. Annuncio hereby warrants to Licensee that
                    -----------------
the Software as delivered by Annuncio to Licensee shall perform substantially in
accordance with the Annuncio Documentation for a period of two hundred ten (210)
days from delivery or one hundred eighty (180) days from installation, whichever
date  occurs  first.  In  the  event  of  a  breach  of  the foregoing warranty,
Annuncio's sole obligation, and Licensee's sole remedy, shall be the replacement
or  modification  of  the  defective  Software,  at  no  charge  to Licensee. In
addition,  for  ninety  (90)  days  from  Licensee's  receipt of Software Media,
Annucio  warrants  that  to Licensee that such Software Media shall be free from
material  defects.

     Section  6.3.  Year  2000.  Annuncio  warrants that the Software will:  (a)
                    ----------
include  Year 2000 date conversion and compatibility capabilities including, but
not limited to: century recognition; calculations which accommodate same century
and  multi-century formulas and date values; correct sort ordering and interface
values that reflect the century; (b) manage and manipulate data involving dates,
including single century formulas and multi-century formulas, and will not cause
an abnormal function or abort within the application or result in the generation
of  incorrect  values  or invalid outputs including such dates; (c) provide that
all  date-related  user  interface  functionalities  and data fields include the
indication  of the correct century; and (d) provide that all date-related system
or  application  to  application data interface functionalities will include the
indication  of  the  correct  century. In the event of a breach of the foregoing
warranty,  Annuncio's  sole obligation, and Licensee's sole remedy, shall be the
replacement or modification of the defective Software, at no charge to Licensee.

     Section  6.4.  Intellectual  Property Warranty. Annuncio hereby warrants to
                    -------------------------------
Licensee  that,  to  the best of Annuncio's knowledge, as of the Effective Date,
the Software does not infringe the copyright, trademark, trade secret, or patent
[I  am  amenable  to listing specific proprietary rights but cannot agree to the
all inclusive "other ip/proprietary rights."] of any third party. Annuncio shall
have  no  liability  or  responsibility  under  this term to the extent that the
alleged  infringement  is  based on (1) a modification of the Software by anyone
other  than  Annuncio, or (ii) use of the Software other than in accordance with
the  Documentation.

     Section 6.5. Software Performance Disclaimer. ANNUNCIO MAKES NO, AND HEREBY
                  -------------------------------
EXPRESSLY  DISCLAIMS  ANY, WARRANTY (1) OF CONTINUOUS OR UNINTERRUPTED OPERATION
OF  THE ANNUNCIO PRODUCT, (2) THAT THE ANNUNCIO PRODUCT WILL RUN PROPERLY ON ALL
RARDWARE  OR  COMBINATIONS  THEREOF,  OR (3) THAT THE ANNUNCIO PRODUCT WILL MEET
LICENSEE'S  REQUIREMENTS  OR  THE  REQUIREMENTS  OF ANY OF LICENSEE'S CUSTOMERS.

     Section 6.6. Warranty Disclaimer: EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE
                  -------------------
ANNUNCIO  PRODUCT,  THE  ANNUNCIO  DOCUMENTATION  AND  ANY  OTHER ITEMS OR GOODS
LICENSED  OR  DELIVERED  TO  LICENSEE  HEREUNDER  ARE  LICENSED  OR DELIVERED TO
LICENSEE  "AS  IS,"  AND WITHOUT WARRANTY OF ANY KIND. ANNUNCIO HEREBY EXPRESSLY
DISCLAIMS  ALL  WARRANTIES  IN  CONNECTION  WITH  THE  ANNUNCIO PRODUCT AND THIS
AGREEMENT,  INCLUDING,  WITHOUT  LIMITATION,  THE  IMPLIED  WARRANTIES  OF
NON-INFRINGEMENT,  MERCHANTABILITY,  AND  FITNESS  FOR  A  PARTICULAR  PURPOSE.

     Section  6.7.  Licensee Materials. Annuncio has no obligations with respect
                    ------------------
to  the  Licensee  Materials  used  in  connection  with  the  Software over the
Internet.  Annuncio  shall  have  no  liability  whatsoever  with respect to any
Licensee  Materials  transmitted  with  the use of the Software, and Licensee is
solely responsible and bears all risk with respect to the use of the Software to
transmit or store any data including but not limited to security or privacy with
respect  to  such  data.


SECTION  7.  CONFIDENTIALITY
             ---------------

     Section  7.1.  Definition.  Confidential  Information means any information
                    ----------
disclosed  by  either  party ("Disclosing Party") to the other party ("Receiving
Party"),  either  directly  or  indirectly,  in writing, orally, electronically,
visually,  or  by  inspection  of tangible objects (including without limitation
documents,  prototypes,  samples,  plant  and equipment), which is designated as
"Confidential,"  "Proprietary"  or  some  similar  designation  or  should  be
reasonably  understood  to  be  confidential  or  proprietary.  Confidential
Information  includes,  without  limitation,  all  information  relating  to the


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ANNUNCIO  SOFTWARE,  INC                          CONFIDENTIAL  AND  PROPRIETARY


<PAGE>
source  code  of  any  Annuncio  Software,  the  operation  of the Software, the
Documentation,  or the terms and conditions of this Agreement to be Confidential
Information. Licensee's client accounts and information concerning marketing and
advertising  services,  all  site  and  business development plans, and specific
events  and  features  planned  for  or  by  Licensee  are  deemed  Confidential
Information.  Confidential  Information  also  includes,  but is not limited to,
trade  secrets,  computer  programs,  software,  documentation,  formulas, data,
inventions,  techniques, marketing plans, strategies, forecasts, customer lists,
employee information, financial information, confidential information concerning
either  party's business or organization, as either party has conducted it or as
either  party may conduct it in the future, information concerning any of either
party's  past,  current  or  possible  future  products  or  methods,  including
information about either party's research, development, engineering, purchasing,
manufacturing,  accounting,  marketing,  selling.  leasing  and/or  software
(including  third  party  software).

     Section  7.2.  Definition Exclusion. Confidential Information shall exclude
                    --------------------
information that: (a) was independently developed by the Receiving Party without
any  use  of the Disclosing Party's Confidential Information or by the Receiving
Party's  employees  or  other  agents  (or  independent contractors hired by the
Receiving  Party)  who  have  not  been  exposed  to  the  Disclosing  Party's
Confidential  Information;  (b)  becomes  known  to the Receiving Party, without
restriction,  from  a  source  other than the Disclosing Party without breach of
this Agreement and that had a right to disclose it; (c) was in the public domain
at  the  time it was disclosed or becomes in the public domain through no act or
omission  of  the  Receiving Party; or (d) was rightfully known to the Receiving
Party,  without  restriction,  at  the  time  of  disclosure.

     Section  7.3  Non-use  and Non-disclosure. Each party agrees not to use any
                   ---------------------------
Confidential  Information  of  the other party for any purpose except to perform
its  obligations  or exercise its rights under this Agreement. Each party agrees
not to disclose any Confidential Information of the other party to third parties
or  to  such party's employees, except to those employees of the receiving party
who  are  required  to  have  the  information  in order to perform such party's
obligations  under  this  Agreement.  Neither  party  shall  reverse  engineer,
disassemble  or  decompile  any  prototypes,  software or other tangible objects
which  embody  the other party's Confidential Information and which are provided
to the party hereunder. Each party agrees that it shall take reasonable measures
to  protect  the  secrecy  of  and  avoid disclosure and unauthorized use of the
Confidential  Information  of  the  other party. Without limiting the foregoing,
each  party  shall take at least those measures that it takes to protect its own
most  highly  confidential  information  and shall ensure that its employees who
have access to Confidential Information of the other party have signed a non-use
and  non-disclosure agreement in content similar to the provisions hereof, prior
to  any  disclosure  of  Confidential  Information to such employees. Each party
shall  reproduce  the  other  party's  proprietary  rights  notices  on any such
approved  copies,  in the same manner in which such notices were set forth in or
on  the  original.

     Section  7.4 Compelled Disclosure.  If  a  Receiving  Party is, or believes
                  --------------------
that  it  will  be,  compelled  by  a  court  or  other  authority  to  disclose
Confidential  Information  of the Disclosing Party, it shall give the Disclosing
Party  prompt  notice so that the Disclosing Party may take steps to oppose such
disclosure.

SECTION  8.  INDEMNIFICATION
             ---------------

     Section  8.1.  By Annuncio. Annuncio shall, at its expense, defend and hold
                    -----------
Licensee  harmless  from  any  and  all damages, liabilities, costs and expenses
(including  reasonable  attorneys'  fees) incurred by Licensee arising out of or
relating to any third party claim, suit or proceeding alleging that the Software
infringes  any  third  party  patent, copyright trademark, or trade secret [same
comment  as in section 6.4] provided that Licensee promptly notifies Annuncio in
writing  of  any such claim and promptly tenders full control of the defense and
settlement  of  any  such  claim  to  Annuncio  at  Annuncio's  expense and with
Annuncio's  choice  of  counsel.  Licensee  shall  cooperate  with  Annuncio, at
Annuncio's  expense,  in  defending  or  settling  such  claims.

     Section 8.2. Licensee Materials. Licensee shall, at its expense, defend and
                  ------------------
hold Annuncio harmless from any and all damages, liabilities, costs and expenses
(including  reasonable  attorneys'  fees) incurred by Annuncio arising out of or
relating to any third party claim, suit or proceeding alleging that the Licensee
Materials  (i)  are factually inaccurate, misleading or deceptive, (ii) infringe
or  misappropriate  any copyright, trademark, trade secret or other intellectual
property right of any third party, or (iii) are libelous, defamatory, obscene or
pornographic  or  violates  other  civil  or  criminal  laws,  including  those
regulating the use and distribution of content on the Internet and protection of
personal  privacy;  provided  that  Annuncio  promptly  notifies



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<PAGE>
Licensee  in  writing of any such claim and promptly tenders full control of the
defense  and  settlement of any such claim to Licensee at Licensee's expense and
with  Licensee's  choice  of counsel. Annuncio shall cooperate with Licensee, at
Licensee's  expense,  in  defending  or  settling  such  claims.

SECTION  9.     TERM
                ----

     Section  9.1. Term. This Agreement shall commence on the Effective Date and
                   ----
shall  continue-throughout  the  Term  unless  otherwise  terminated  earlier in
accordance  with  the  terms  of  this  Section  9.

     Section  9.2.  Termination.  In  the  event  of  a  material breach of this
                    -----------
Agreement,  the nonbreaching party shall be entitled to terminate this Agreement
by  written  notice  to  the breaching party, if such breach is not cured within
thirty  (30)  days  after  written  notice  is  given  to  the  breaching party,
specifying the breach. Upon any expiration or termination of this Agreement, all
rights  and  licenses  granted to Licensee under this Agreement shall terminate.
Except  as  expressly  provided herein, all of Annuncio's proprietary rights and
confidential  information,  if  any,  shall  be promptly returned to Annuncio or
destroyed by Licensee, and certification of destruction shall be made in writing
to  Annuncio  within  ten  (10)  days  after  such  return  or  destruction.

     Section 9.3. Nonexclusive Remedies. The rights and remedies provided to the
                  ---------------------
parties  in  this  Section  9  shall not be exclusive and are in addition to all
other  rights  and  remedies  provided  by  this Agreement or any other relevant
written  agreement  or  available  by  law  or  in  equity.

     Section  9.4.  Survival. Notwithstanding anything to the contrary contained
                    --------
in  this  Agreement,  the  Sections  entitled  "Definitions,"  "Confidentiality"
"Indemnification,"  "Term"  and  "Limitation  of  Liability"  shall  survive any
expiration  or  termination  of  this  Agreement.


SECTION  10.  LIMIITATION  OF  LIABILITY
              --------------------------

     Section  10.1  Total  Liability.  EXCEPT FOR DAMAGES ARISING OUT OF SECTION
                    ----------------
8.1, ANNUNCIO'S TOTAL LIABILITY TO LICENSEE FOR ANY KIND OF LOSS, EXPENSE, COST,
CLAIM  OR  DAMAGE  ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY
THEORY  OF  LIABILITY,  SHALL  BE  LIMITED  TO  THE  AMOUNTS PAID TO ANNUNCIO BY
LICENSEE  HEREUNDER

     Section  10.2  Exclusion  of  Damages.  EXCEPT  FOR  DAMAGES ARISING OUT OF
                    ----------------------
SECTION  8.1, IN NO EVENT SHALL ANNUNCIO BE LIABLE TO LICENSEE FOR ANY INDIRECT,
SPECIAL,  INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES,  WHETHER  BASED  ON  BREACH OF
CONTRACT,  TORT  (INCLUDING  NEGLIGENCE),  PRODUCT  LIABILITY, OR OTHERWISE, AND
WHETHER  OR  NOT  ANNUNCIO  HAS  BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
EXCEPT WITH RESPECT TO OR IN CONNECTION WITH ANY VIOLATION OF ANY PROPRIETARY OR
INTELLECTUAL PROPERTY RIGHT OF ANNUNCIO, IN NO EVENT SHALL LICENSEE BE LIABLE TO
ANNUNCIO FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER
BASED  ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR
OTHERWISE,  AND  WHETHER  OR NOT LICENSEE HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH  DAMAGE.

     Section  10.3  Failure  of  Essential Purpose. The limitations specified in
                    -------------------------------
this  Section 10 shall survive and apply even if any limited remedy specified in
this  Agreement  is  found  to  have  failed  of  its  essential  purpose.


SECTION  11.  LIMITED  TRADEMARK  LICENSE.
              ----------------------------

     Section  11.1.  Limited License. Licensee agrees that by entering into this
                     ---------------
Agreement,  they  grant  Annuncio  a  limited  non-transferable,  non-exclusive,
royalty-free,  license  to  use  Licensee's  trademarks and logos on Annuncio' s
website  and in advertisements and sales and marketing materials for the Term of
this Agreement for the limited purpose of indicating that Licensee is a customer
of  Annuncio.  Any  other  use  of  the logo or name shall require prior written
permission  from  Licensee.

     Section  11.2. Termination. Licensee may immediately terminate this limited
                    -----------
trademark  license  to  use  the trademarks and logos, if Licensee believes that
such  use disparages, dilutes, tarnishes or blurs the value of the trademarks or
logos.  Annuncio shall use the trademarks and logos exactly in the form provided
and  in  conformance  with any trademark usage policies that the other party may
communicate  from  time  to  time.  Annuncio  shall  place  a  (R)  or  a TM (as
appropriate) with the trademarks as requested by the other party. Any rights not
expressly  granted by Licensee to Annuncio are reserved and all implied licenses
disclaimed.  Annuncio  shall  not  exceed  the  scope  of  the  licenses granted
hereunder.

     Section  11.3.  Title.  Title to and ownership of Licensee's trademarks and
                     -----
logos  (including  without  limitation,  all  rights  therein  under  copyright,


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<PAGE>
trademark,  trade  secret  and  similar  laws) shall remain with Licensee or its
licensors  and/or  suppliers.  Annuncio  acknowledges  that  use  of  Licensee's
trademarks and logos will not create in Annuncio, nor will Annuncio represent it
has,  any  right,  title or interest in or to the trademarks or logos other than
the  limited  license granted above. Annuncio will not challenge the validity of
or attempt to register any of Licensee's trademarks or its interest therein as a
licensee,  nor will it adopt any derivative or confusingly similar names, brands
or  marks  or  create  any  combination  marks  with  the  trademarks.  Annuncio
acknowledges  Licensee's ownership and exclusive right to use the trademarks and
agrees that all goodwill arising as a result of the use of the Marks shall inure
to  the  benefit  of  Licensee.


SECTION12.  GENERAL
            -------

     Section  12.1  Merger  and Amendments. This Agreement may not in any way be
                    ----------------------
modified, changed or amended except by a written instrument duly executed by the
parties  hereto  which  states  that  it is an amendment to this Agreement. This
Agreement,  including  Exhibit  A  and  the  Software  Support Program Terms and
Conditions, when executed, constitutes the entire, final, complete and exclusive
agreement  between  the  parties  and  supersedes  any  prior  negotiations,
understanding  or agreements, whether oral or in writing, concerning the subject
matter hereof. Moreover, any standard printed forms or other documents of either
party  (such  as  those  contained on a purchase order or invoice) shall have no
force  or  effect.

     Section 12.2. Construction. All references in this Agreement to "Articles,"
                   ------------
"Sections"  and  "Exhibits" refer to the articles, sections and exhibits to this
Agreement.  The  words  "hereof"  "herein"  and  "hereunder"  and other words of
                         ------    ------         ---------
similar  import  refer  to this Agreement as a whole, including the exhibits and
schedules  hereto.

     Section  12.3  Governing Law. THIS AGREEMENT IS MADE IN ACCORDANCE WITH AND
                    -------------
SHALL  BE  GOVERNED  AND  CONSTRUED  UNDER  THE LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REFERENCE TO SUCH STATE'S CONFLICTS OF LAW PRINCIPLES. IN NO EVENT SHALL
THIS AGREEMENT BE GOVERNED BY THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE
INTERNATIONAL  SALE  OF  GOODS.

     Section  12.4  Jurisdiction.  The  state and federal courts of the State of
                    ------------
California shall have exclusive jurisdiction and venue over all controversies in
connection  herewith,  and  each  party  hereby  irrevocably  consents  to  such
exclusive  and  personal  jurisdiction  and  venue.

     Section  12.5  Assignments.  Neither party may assign this Agreement or any
                    -----------
right  or  obligation hereunder without the other party's prior written consent;
provided  however,  that  the  parties  may  assign  this Agreement without such
consent  to  any  successor  as  a  result of any merger, consolidation or other
corporate  reorganization  of such party or any sale of all or substantially all
of  the  assets of that party. Annuncio's consent shall be required, however, if
the  successor  substantially  competes  with Annuncio. In addition, for six (6)
months  after  the  Effective  Date,  Licensee  shall have the one-time right to
assign  this  Agreement  to  a  successor  entity that results from acquisition,
merger,  or combination with GoHip.com, Inc. Notwithstanding the foregoing, this
Agreement  shall  be  binding  upon  and  inure  to the benefit of the permitted
successors  and  assigns  of  each  party.

     Section 12.6 Severability. If any provision of this Agreement is held to be
                  ------------
illegal, unenforceable or invalid, no other provision of this Agreement shall be
affected  thereby,  and  the  remaining  provisions  of  this Agreement shall be
construed  and  reformed  and  shall  continue  with  the same effect as if such
illegal,  unenforceable  or  invalid  provision was not a part thereof; provided
                                                                        --------
that,  notwithstanding  any other provision of this Agreement, if any limitation
on  the  grant  of  any  license  to  Licensee hereunder is found to be illegal,
unenforceable,  or  invalid,  such  license  shall  immediately  terminate.

     Section 12.7 Waiver. Any waiver (express or implied) by either party of any
                  -------
default  or  breach of this Agreement shall not constitute a waiver of any other
or  subsequent  default  or  breach.

     Section  12.8  Notices.  All  notices  or  other communications required or
                    -------
permitted  to  be given pursuant to this Agreement shall be in writing and shall
be considered properly given or made if hand delivered, mailed first class mail,
postage  prepaid,  sent  by  prepaid  telegram  (or  telex  or  other  facsimile
transmission)  or  sent  by  express  overnight  courier service to the relevant
addresses below or to such other address as either party hereto may designate by
like  notice  sent  to the other party hereto. All notices shall be deemed given
when  received.

     Section  12.9  Headings.  The  headings  and  captions  contained  in  this
                    --------
Agreement  shall  not  be  considered  to  be  a  part  hereof  for  purposes of
interpreting  or  applying  this  Agreement,  but  are  for  convenience  only.


                                        6
ANNUNCIO  SOFTWARE,  INC                          CONFIDENTIAL  AND  PROPRIETARY


<PAGE>
     Section 12.10 Counterparts. This Agreement may be executed in counterparts,
                   ------------
each  of  which  will  be  deemed  an  original  and both of which together will
constitute  one  instrument.

     Section  12.11.  Language.  The  parties have agreed that this Agreement be
                      ---------
written  in English. (Les parties ont convenu a ce que ce Contrat soit redige en
anglais.)

     Section  12.12.  Import  and  Export  Controls.  Licensee  understands  and
                      -----------------------------
acknowledges  that Annuncio may be subject to regulation by agencies of the U.S.
government,  including the U.S. Department of Commerce, which prohibit export or
diversion  of  certain  products,  technology  and  technical  data  to  certain
countries.  Any  and  all  obligations  of  Annuncio  to  provide  the Software,
software, documentation or any media in which any of the foregoing is contained,
as well as any training or technical assistance shall be subject in all respects
to  such  United  States  laws and regulations as shall from time to time govern
the-  license  and delivery of technology, products and technical data abroad by
persons  subject  to the jurisdiction of the United States, including the Export
Administration  Act  of  1979,  as  amended,  any successor legislation, and the
Export  Administration  Regulations  issued  by  the  Department  of  Commerce,
International  Trade  Administration,  and  Bureau  of  Export  Administration,

     Section  12.13. Contingency. Neither party hereto shall be held responsible
                     -----------
for any delay or failure in performance- hereunder caused in whole or in part by
fire,  strike,  flood,  embargo,  labor  dispute,  delay  or  failure  of  any
subcontract,  act  of  sabotage,  riot,  accident, delay of carrier or supplier,
voluntary  or  mandatory  compliance  with  any  governmental act, regulation or
request,  act  of  God or by public enemy, or any act or omission or other cause
beyond such party's control. If any such contingency shall occur, this Agreement
shall  be  deemed  extended  by  the  length of time such contingency continues.

     Section  12.14. Independent Contractors. The parties hereto are independent
                     ------------------------
contractors  and  neither party is an employee, agent, partner or joint venturer
of  the  other,  Neither  party  shall  have  the  right, nor shall either party
attempt,  to  bind  the  other  party,  whether  directly  or indirectly, to any
agreement  with  a third party or to incur any obligation or liability on behalf
of  such  other  party,  whether  directly  or  indirectly.

     Section  12.15  Legal  Fees. If any dispute arises between the parties with
                     -----------
respect  to  the matters covered under this Agreement that leads to a proceeding
to  resolve  such  dispute, including but not limited to a proceeding to enforce
the  payment  terms  herein,  the  prevailing  party  in such proceeding will be
entitled  to  receive  its  reasonable  attorneys' fees, expert witness fees and
out-of-pocket  costs incurred in connection with such proceeding, in addition to
any  other  relief  it  maybe  awarded.




     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
signed  in  duplicate  by  duly authorized officers or representatives as of the
date  first  above  written.



ANNUNCIO  SOFTWARE,  INC.                  NETTAXI.COM,  INC.

By: /s/ Karil Reibold                      By: /s/ Robert A. Rositano, Jr.
   -----------------------------               ---------------------------------
Name: Karil  Reibold                       Name: Robert  A.  Rositano, Jr.
      --------------------------                 -------------------------------

Title:  Vice  President  Finance           Title:   CEO
        ------------------------                 -------------------------------
        and  Operations
        ------------------------


                                        7
ANNUNCIO  SOFTWARE,  INC                          CONFIDENTIAL  AND  PROPRIETARY


<PAGE>
                                                VOID IF NOT EXECUT ED BY 9/29/00



                                    EXHIBIT A

                                       TO

                     THE SOFTWARE LICENSE AGREEMENT BETWEEN

                  ANNUNCIO SOFTWARE, INC. AND NETTAXI.COM, INC.




This independent Exhibit A to the Software License Agreement (this "Exhibit") is
entered into as of the 29th day of September, 2000 (the "Effective Date") by and
                                                         --------------
between Annuncio Software, Inc., a California corporation with an office at 2440
W.  El  Camino  Real,  Suite  300,  Mountain  View,  CA  94040 ("Annuncio"), and
                                                                 --------
Nettaxi.com, a Nevada corporation having an office at1696 Dell Avenue, Campbell,
CA  95008  ("Licensee").  This  Exhibit is part of the License Agreement entered
             --------
into  between  the  parties,  dated  September  29,  2000 ("License Agreement").
Annuncio's Software Support Program Terms and Conditions shall be a part of this
Exhibit  A  during  the  Initial Support Program Period and thereafter, provided
Licensee  elects  to  purchase the Support Program. Capitalized terms shall have
the  same  meaning  as  they  have  in  the  License  Agreement.


1.  TOTAL  SOFTWARE  FEES
    ---------------------
      a. SOFTWARE LICENSED:                   LICENSE FEES:
         Annuncio Live                        $ 176,000


                                              TOTAL LICENSE FEE:    $ 176,000
                                              TOTAL ADDITIONAL
           SUBTOTAL FROM SECTION 2, BELOW     ITEMS/SERVICE FEE:    $  41,600

                                              FIRST YEAR SOFTWARE
           SUBTOTAL FROM SECTION 3, BELOW     SUPPORT PROGRAM FEE:  $  39,600
                                                                    ---------
                                                 TOTAL FEE:         $ 257,200


2.     Additional  Services/Items

        Training (1)                               1 day for 6 people   $  3,600
        Consulting Services                        176 hours            $ 38,000
        (provided pursuant to the terms of a
        separately executed Consulting Services
        Agreement and Statement of Work
        Documentation for Annuncio Software                             Included
                                                   TOTAL ADDITIONAL
                                                   SERVICES/ITEMS FEES: $ 41,600


3.     SOFTWARE SUPPORT PROGRAM FEE FOR INITIAL ONE-YEAR SUPPORT PROGRAM PERIOD:
       -------------------------------------------------------------------------
       $39,600

Upon  payment  by  Licensee  of  the  applicable Annual Support Program Fee, and
throughout  the  applicable  Support  Program  Period,  Annuncio  shall  provide
Licensee  with Software maintenance and support services (the "Support Program")
concerning  the  use and operation of the Software in accordance with Annuncio's
Software  Support  Program  Terms  and  Conditions as attached hereto. After the
Initial  Support  Program  Period,  Licensee  may elect to continue the Software
Support  Program  by  paying  Annuncio  the  then-current  Support  Program Fee.

4.     PAYMENT  TERMS:
       --------------

     (a)  SOFTWARE  LICENSEE  FEES. Licensee shall pay Annuncio $44,000 upon the
Effective  Date,  $44,000  within sixty (60) days of the Effective Date, $44,000
within  ninety  (90)  days of the Effective Date, and $44,000 within one hundred
twenty  (120)  days of the Effective Date. Unless explicitly stated elsewhere in
the  License Agreement or attached Exhibits, all license fees are non-cancelable
and  non-refundable.

_____________________________________

(1)  For  one  year  from  the Effective Date, training is available at $600 per
person  per  day.  Thereafter,  training  will  be  available  at  Annuncio's
then-current  rate.


                                        1
ANNUNCIO  SOFTWARE,  INC.                         CONFIDENTIAL  AND  PROPRIETARY


<PAGE>
                                            VOID  IF  NOT  EXECUTED  BY  9/29/00


     (b) SUPPORT PROGRAM FEE: Licensee shall pay the $39,600 Support Program Fee
upon  completion  of installation of the Software or on the date sixty (60) days
after  the  Effective  Date,  whichever  date  occurs  first.

     (c)  TRAINING  AND  CONSULTING  SERVICE  FEES.  Licensee shall pay Annuncio
$3,600  training  fee  and  consulting  fees  of $38,000) (the total of which is
$41,600)  which  shall  be invoiced upon completion of the relevant training and
services  pursuant  to  a  separately executed Statement of Work, due net thirty
(30)  from  receipt  of  the  invoice.


5.  LICENSED USE: Licensee's use of the Software and the license fees associated
    ------------
therewith  are  based  upon  the  following  License Term, Designated System and
Marketing  Metrics:


   LICENSE  TERM:                                    Perpetual
   MARKETING  TRANSACTIONS:                          50  million
    (Marketing Transactions are defined as e-mails
     sent  and  web  pages  served  by  Annuncio's
     Software,  as  tracked  by  the  Software
   DESIGNATED  SYSTEM:
       Operating  System                            Any then-currently supported
                                                    operating  system
       Database                                     Any then-currently supported
                                                    database
       Number  of  Servers                          1
       Client  Machine  Access                      Unlimited



EXPANSION  OF  LICENSED USE: For one (1) year after the Effective Date, Licensee
---------------------------
shall  have  the  right  to  expand  their level of Licensed Use pursuant to the
following  terms:

     Up  to  122  million  Marketing  Transactions  per  year  in  exchange  for
     additional  fees  of:  $49,000

The  fees stated above are incremental to the initial License Fees, i.e. to move
to  122  million  Marketing Transactions per year, Licensee would pay $49,000 in
additional  fees.  The  above  fees  will  be  due seven (7) days after Licensee
provides notice that they wish to exceed the then-current level of Licensed Use.
If  the level of Licensed Use increases, Licensee agrees to pay the then-current
Software Support fee for the applicable new level of Licensed Use, which for the
above  increase  is an additional annual Support Program Fee of $14,400 (i.e. in
addition to the fees set forth in section 3 above). The Software Support Program
Fee will be pro-rated based on the date of the change from one level to another.

No  increase  in  level  of use that results from an assignment to the successor
entity  resulting  from a acquisition merger or combination with GoHip.com, Inc.
will  result  in a penalty under this Agreement. Such increase will be available
at  the  then-current  standard  license  fees.


6.  CONTACT  INFORMATION                    BILLING  INFORMATION

     Name:                                    Name:
     Address:                                 Address:
     Telephone  Number:                       Telephone  Number:
     Facsimile  Number:                       Facsimile  Number:


     IN  WITNESS  WHEREOF,  the  parties  hereto  have  caused  this  Agreement
authorized  officers  or  representatives  as  of  the date first above written.


ANNUNCIO  SOFTWARE,  INC.                  NETTAXI.COM,  INC.

By: /s/ Karil Reibold                      By: /s/ Robert A. Rositano, Jr.
   -----------------------------               ---------------------------------
Name: Karil  Reibold                       Name: Robert  A.  Rositano, Jr.
      --------------------------                 -------------------------------

Title:  Vice  President  Finance           Title:   CEO
        ------------------------                 -------------------------------
        and  Operations
        ------------------------


                                        2
ANNUNCIO  SOFTWARE,  INC                          CONFIDENTIAL  AND  PROPRIETARY


<PAGE>
--------------------------------------------------------------------------------

                        ANNUNCIO STANDARD SUPPORT PROGRAM

                              TERMS AND CONDITIONS

Annuncio  Standard  Support  Program  Terms  and  Conditions  ("Standard Support
Program")  are referenced in and incorporated into the License Agreement between
Annuncio  and  Licensee  ("Agreement").  Any  capitalized terms not specifically
defined  in  herein  have  the  same  meaning  as  in  the  Agreement.

1.     STANDARD  SUPPORT  PROGRAM:  As part of  its  Software  Support  Program,
       ---------------------------
Annuncio  will provide Licensee with the following services in consideration for
payment  of  the  applicable  Annual  Maintenance  Fee:

     a)  Software  Maintenance:  All  Patches,  Maintenance  Releases  and Major
         ---------------------
Releases for the licensed Software and supporting Documentation will be provided
to  Licensee.

     b)  Unlimited  Incidents:  Designated  Support  Contacts  can  make as many
         --------------------
telephone  or e-mail requests as required to address Incidents under the Support
Program.

     c) Telephone Support: Annuncio provides toll-free telephone support for use
        -----------------
of  its Software for Licensee's Designated Support Contacts. Except for Annuncio
holidays  and  weekends,  telephone  support  is  provided from 6 a.m. to 6 p.m.
Pacific  Standard  Time.

     d)  Remote  Access  and  Diagnostics:  Annuncio will utilize remote dial-in
         --------------------------------
capabilities  via  modem  to expedite the evaluation and of problems reported by
Licensee. If Licensee does not grant Annuncio access to dial-in capabilities via
modem, Licensee agrees to pay for any fees and expenses incurred while providing
on-site  services  at  Annuncio's  then-current  consulting  rates.

     e)  Watch  Dog:  Licensee can utilize the Watch Dog utility to determine if
         ----------
key  components  of  Annuncio's  Software  are  operating  correctly.

     f)  Escalation  Process:  Reported  problems  will  be tracked as part of a
         -------------------
standard escalation process which provides Licensee with access to the status of
the  problem  and,  if  necessary,  an  escalation  procedure.

     g)  Account  Manager:  Licensee  will  be  assigned  an  Account  Manager.
         -----------------

2. EXCLUSIONS: Annuncio will not have an obligation to support: i) substantially
   ----------
altered,  damaged  or  modified  Software;  ii)  Incidents  caused by Licensee's
negligence,  hardware  malfunction, or other causes beyond Annuncio's reasonable
control;  iii)  Software  installed  on  a  Designated  System  not supported by
Annuncio;  and  iv)  third  party  software.  Annuncio also will not support any
previous  version  of the Software for more than 6 months after the release of a
subsequent  Maintenance  Release  or  Major  Release.

3. PAYMENT: The fee for the initial term of the Standard Support Program will be
   --------
as  set  forth  in  the  License  Agreement and exhibits thereto. Thereafter, if
Licensee  chooses  to  continue  receiving  support  under  the Standard Support
Program,  Licensee  shall  pay  Annuncio the then-current Annual Support Program
Fee.  The  applicable  Annual  Support  Program Fees will be billed on an annual
basis upon renewal of the Support Program. Payment shall be due thirty (30) days
from  renewal. Unless Licensee has provided proof of tax-exempt status, Licensee
is  responsible  for  all  taxes associated with the Support Program, except for
those  taxes  based on Annuncio's income. Should Licensee elect not to renew the
Support  Program  and  subsequently  requests  to


                                        1

                          CONFIDENTIAL AND PROPRIETARY
                             ANNUNCIO SOFTWARE, INC.

<PAGE>
reinstate  the Support Program, Annuncio will reinstate the Support Program only
after  Licensee  pays  Annuncio the then-current Annual Support Program Fee plus
all  cumulative fees that would have been payable had Licensee not suspended the
Support  Program.

4.  TERM  AND  TERMINATION:  Subject to Licensee's payment of the Annual Support
    ----------------------
Program Fee, the initial support period (a "Support Program Period") shall begin
upon  completion of the installation of the Software or upon the date sixty (60)
days  after the License Effective Date, whichever date occurs first, and end one
year  from  such date. After such Initial Support Program Period and for as long
as  Annuncio  is  offering a Support Program for the Annuncio Software, Licensee
shall  continue  to receive the Support Program for successive twelve (12)-month
periods  in  consideration for payment of Annuncio's then current Annual Support
Program  Fee  for  such  Support  Program Periods, unless the Support Program is
terminated  by  either  party. Either party may elect to discontinue the Support
Program by written notification delivered to the other party at least sixty (60)
days  prior  to  the renewal date. If Licensee fails to make payment pursuant to
the  section  entitled  "Payment,"  or  Licensee  breaches  the  Support Program
provisions and such breach has not been cured within thirty (30) days of receipt
of  written  notice  of  the  breach, Annuncio may suspend or cancel the Support
Program.  Annuncio  may modify the Support Program on an annual basis to reflect
current  market  condition  upon  reasonable  notice.

5.  CUSTOMER  RESPONSIBILITIES:
    --------------------------

a)  Customer  shall  assist  Annuncio  in  the  diagnosis of a reported software
problem  by providing information and documentation and by performing reasonable
tests  requested  by  Annuncio's  Support  Program  personnel.

b)  Licensee  shall  implement  any  Patch  within  sixty  (60)  days  of  its
availability.  Customer's  failure  to  implement  any  such  Patch will relieve
Annuncio of its obligations to provide support for problems that would have been
corrected  by  such  implementation.

c)  Licensee  shall  provide  Designated  Support Contacts who are competent and
capable of maintaining and understanding the operation of the licensed Software.


6.  TARGET  RESPONSE  TIMES:
    ------------------------

Response  times are targets set in a first attempt to contact you regarding your
call.  Response times are executed on a best effort basis. When reporting a call
to  Annuncio,  Customer  must indicate the priority of your call so Annuncio can
respond  accordingly.


PRIORITY     TITLE  &  EXPLANATION     RESPONSE  TIME   NOTIFICATION MECHANISM

     1    FATAL  -  Your  Annuncio     Up  to  1  hour  Contact via Annuncio
          system  is  down,  a  major                   support  phone  number
          operational  function  is
          unavailable, or a critical
          Annuncio  interface  has
          failed

     2    SEVERE  IMPACT  - Annuncio    Up to 4 hours   Contact via email to
          functionality is disabled,                    support@annuncio.com  or
                                                        --------------------
          or errors result in a lack of                 access through Annuncio
          application functionality or                  support  phone  number
          cause  intermittent  system
          failure


                                        2

                          CONFIDENTIAL AND PROPRIETARY
                             ANNUNCIO SOFTWARE, INC.

<PAGE>
     3    DEGRADED OPERATIONS -         4-8 business    Contact via email to
          Your  Annuncio system is      hours           support@annuncio.com  or
                                                        --------------------
          experiencing  degraded                        access through Annuncio
          operations,  or  errors  are                  support  phone  number
          causing malfunction of non-
          critical  functions

     4    MINIMAL  IMPACT  -            24  hours/One   Contact  via  email  to
          Attributes and/or options to  business day    support@annuncio.com
                                                        --------------------
          or utility programs are not                   access through Annuncio
          operating as stated, or the                   support  phone  number
          problem is an enhancement
          request


7. PROBLEM ESCALATION: Annuncio's management team will work with Customer to set
   ------------------
expectations on any on-going fatal or severe incident. Annuncio will communicate
with Customer on an agreed-upon basis regarding the status of outstanding calls.
A  support  analyst  will  be the first level of contact and will be assigned to
Customer  calls. The analyst has the authority to escalate any call by necessity
or by customer request. If Customer feels the issue is not moving quickly enough
or  has  other  questions  or  concerns,  the  following  contacts  may be used.

     CUSTOMER  SUPPORT              877-480-7676
     TOLL  FREE  NUMBER

     ROSANNE  SAX                   PHONE:  (650)  314-6089

     DIRECTOR,  CUSTOMER            EMAIL:
     SUPPORT                        ROSANNE@ANNUNCIO.COM
                                    --------------------
                                    CELL:  650-280-7007

     YOUR  LOCAL  SALES  OR
     PSG  REPRESENTATIVE            (650)  314-6000


8.  DEFINITIONS:
    -----------

A.  Designated  Support  Contacts  means  the  person(s),  to  a maximum of four
individuals,  who  may  contact  Annuncio  under the Support Program. Two of the
Support  Contacts shall be designated by Licensee as marketing support contacts,
one  of  whom  will be the primary marketing contact and one of whom will be the
back-up  marketing  contact.  Likewise,  two  of  the  Support Contacts shall be
designated  by  Licensee  as technical support contacts, one of whom will be the
primary technical contact and one of whom will be the back-up technical contact.
A back-up support contact will access Support Services under this Agreement only
if  the  primary  marketing  or  technical  support  contact,  as applicable, is
unavailable.  Licensee  shall  not  designate  anyone  a Support Contact, either
Marketing  or  Technical,  unless  that  individual  has attended the applicable
training  course(s)  for  the  Annuncio  Software.


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                          CONFIDENTIAL AND PROPRIETARY
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<PAGE>
B. Incident means a Software malfunction that degrades or affects Licensee's use
of  the  Software.

C.  Maintenance  Releases means a release of Software containing an accumulation
of  Patches  and  possibly  limited  new  functionality.

D.  Major Release means a one copy of the new release of the Software containing
new  functionality  that  is  not  designated  by Annuncio as new products or as
functionality  for  which  Annuncio  charges  separately.

B.  Patch  means  the  repair  or  replacement  of  source, object or executable
software  code  to  address  an  Incident.


                                        4

                          CONFIDENTIAL AND PROPRIETARY
                            ANNLINCIO SOFTWARE, INC.

<PAGE>