ALCHEMY
                              COMMUNICATIONS, INC.

                     1200 West Seventh Street, Suite L1-100
                              Los Angeles, CA 90017
                     Ph: (213) 596-3000 Fax: (213) 596-3004
                                 www.alchemy.net


                             EMERGENCY CONTACT LIST
                             ----------------------

A  complete  list  of  contacts is required which will enumerate the appropriate
personnel to be advised in the event of an emergency. This list should be broken
down  departmentally,  and  in order of priority. Please complete and return the
prepared  register  below  via  regular  mail,  fax,  or  E-mail  to
nocstaff@alchemy.net.  Alchemy  should  be  immediately  notified  in writing to
advise  of  any  updates.


#    Last Name  First Name       Address       Contact Numbers  Access Type*
                            City, Town, State
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1                                              Home:
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2                                              Home:
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3                                              Home:
                                               Work:
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4                                              Home:
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5                                              Home:
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6                                              Home:
                                               Work:
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_________________________________________
Authorized  Signature

*Access  Rights:  Full  Rights,  Remove  Equipment,  Access  Only


<PAGE>
                                     ALCHEMY
                              COMMUNICATIONS, INC.

                     1200 West Seventh Street, Suite L1-100
                              Los Angeles, CA 90017
                     Ph: (213) 596-3000 Fax: (213) 596-3004
                                 www.alchemy.net


                         EVIDENCE OF INSURANCE REQUIRED
                         ------------------------------

Please  provide  evidence of insurance in accordance with the below excerpt from
the  Alchemy  Communications,  Inc.  Gigabit  Data  Center  Services  Agreement:

     A.   The  customer  agrees  to  maintain,  at their own expense, during the
          entire  period  of  occupancy,  for  each  collocation  Space  (i)
          Comprehensive  General  Liability  Insurance  for  bodily  injury  or
          property  damage,  in  an amount not less than one million dollars per
          occurrence;  (ii)  Workers'  Compensation  Insurance, with a limit not
          less  than  five hundred thousand dollars Bodily Injury each accident;
          (iii)  "All Risk" Property Insurance covering all of Client's personal
          property  located  at  GDC,  (iv)  commercial  automotive  liability
          insurance  (bodily  injury  and property damage) in an amount not less
          than  one  million  dollars  per  accident  for all vehicles including
          owned,  non-owned, leased and hired vehicles; (v) Errors and Omissions
          insurance. All property insurance covering customer's property located
          in  the GDC premises shall expressly waive any right of subrogation on
          the  part  of  the  insurer against Alchemy, it's officers, directors,
          employees,  agents  and  contractors.  CUSTOMER FURTHER AGREES TO NAME
          ALCHEMY  AND  THE  PARTY  FROM  WHOM ALCHEMY LEASES IT'S GDC SPACE, AS
          "ADDITIONAL  INSURED"  ON  THE  APPROPRIATE  POLICIES.

     B.   A  reputable  insurance company authorized to do business in the state
          of  California  shall  issue  all  policies subject to this provision.
          PRIOR  TO  INSTALLATION  OF EQUIPMENT IN CUSTOMER'S COLLOCATION SPACE,
          CUSTOMER  SHALL  FURNISH  ALCHEMY WITH CERTIFICATES OF INSURANCE WHICH
          EVIDENCE  THE  MINIMUM  LEVELS OF INSURANCE SET FORTH HEREIN. Customer
          shall  not  materially  alter  or  cancel  insurance  relating  to GDC
          occupancy  without  thirty  (30) days written notification to Alchemy.


<PAGE>
                                     ALCHEMY
                              COMMUNICATIONS, INC.

                     1200 West Seventh Street, Suite Ll-100
                              Los Angeles, CA 90017
                     Ph: (213) 596-3000 Fax: (213) 596-3004
                                 www.alchemy.net


                     GIGABIT DATA CENTER SERVICES AGREEMENT
                     --------------------------------------


As  a Gigabit Data Center ("GDC") Customer you agree to be bound by the terms of
the  GDC  Services  Agreement  as  set  forth  below.  Please read this document
thoroughly  and  initial  at  the  end  of  each page in acknowledgement of this
agreement.


1.  GENERAL  TERMS
------------------

     A.   This  document,  along  with  the Gigabit Data Center Service Order(s)
          ("GDCSO(s)")  agreement  (s),  shall  comprise  a complete and binding
          agreement  between Customer and Alchemy. Each GDCSO agreement, and any
          amendments thereto, when dated and subscribed by Customer and Alchemy,
          shall  incorporate  the terms and conditions of this Agreement. In the
          event  of any conflict or inconsistency between this Agreement and the
          terms  set  forth  in  a  GDCSO  agreement(s),  the terms of the GDCSO
          agreement(s)  shall  in  all  cases  prevail.

     B.   In  connection  with the Space made available hereunder, Alchemy shall
          perform  services  which  support the overall operation of the Gigabit
          Data  Center ("GDC"), e.g., janitorial services, environmental systems
          maintenance,  and  power plant maintenance, at no additional charge to
          Customer.  However,  Customer  shall  be  required  to  maintain  the
          Collocation  Space  in  an orderly manner and shall be responsible for
          the  removal of trash, packing, cartons, etc. from the Space. Further,
          Customer  shall  maintain the Space in a safe condition, including but
          not  limited to the preclusion of storing combustible materials in the
          Space.

     C.   Any  option  granted  to  Customer  to renew its license to occupy the
          Space  shall  be  contingent on the election by Alchemy to continue to
          own  or  lease  the  Premises  in  which  the Space is located for the
          duration  of  the  Renewal Period(s), such election to be exercised at
          the  sole  discretion  of  Alchemy.


2.  GDC  SERVICES
-----------------

     A.   Collocation  Space:  Alchemy  shall  provide  Customer  with shared or
          private  data  center  space  as  indicated  in  the  GDCSO(s).


<PAGE>
Alchemy  Gigabit  Data  Center  Agreement  -  Confidential

     B.   Connectivity:  Alchemy shall provide Customer with connectivity to the
          Internet  through  Alchemy's  network  as  specified  in the GDCSO(s).
          Connectivity  is  measured and billed using a 95/5 Rule. The aggregate
          of  both  inbound  and  outbound  bandwidth  is sampled at five-minute
          intervals  throughout  the  month.  Once  all  samples  have  been
          accumulated,  the  top  5% of the collected samples are discarded, the
          highest remaining sample, rounded to the next full mega bit per second
          (Mbps)  times  the  negotiated  rate,  will  be  billed. Alchemy shall
          provide  cross-connectivity,  where applicable, for an additional fee.

     C.   Virtual  Hosting:  Alchemy shall provide Customer with virtual hosting
          on  servers  owned  by  either  Alchemy  or  a third party supplier as
          indicated  in  the  GDCSO(s).

     D.   Streaming:  Alchemy  shall  provide  Customer  with  video  and  audio
          streaming  services  as  indicated  in  the  GDCSO(s).

     E.   Storage:  Alchemy  shall  provide  Customer  with  storage  on the EMC
          Enterprise  Storage  System  as  indicated  in  the  GDCSO(s).

     F.   Encoding  and Production: Alchemy shall provide Customer with encoding
          and  production  services  as  indicated  in  the  GDCSO(s).

     G.   Equipment  Leasing:  Alchemy  shall  provide  Customer  with  leased
          equipment  as  indicated  in  a  separate  Equipment  Lease  contract.

     H.   Technical  Support:  Alchemy  shall  provide  Customer  with  complete
          technical  support  upon  Customer's  request  and  in accordance with
          Alchemy's  terms  and  conditions  and  listed  rates.

     I.   Eyes  Hands Support: Alchemy shall provide Customer with assistance to
          observe  conditions  in  their Collocation Space and offer light hands
          assistance  such  as shutting off and turning on equipment as directed
          by  Customer.


3.  TERM  OF  AGREEMENT
-----------------------

     A.   Customer's  license to occupy the Collocation Space shall begin on the
          "Requested Service Date," as set forth in the GDCSO agreement(s) or on
          the  date  Alchemy  completes the build-out of the Space, whichever is
          later.  The minimum term of the Customer's license to occupy the Space
          shall  be  one  year,  but may be longer as indicated on the GDCSO(s).

     B.   Should  Alchemy fail, for any reason to tender possession of the Space
          to  Customer on or before the Requested Service Date (specified in the
          GDCSO  agreement(s) relevant thereto) this Agreement shall not be void
          or  voidable.  If  Alchemy  fails to tender possession of the Space to
          Customer  within  a  sixty  (60)


                                                                    Page 2 of 12
<PAGE>
Alchemy  Gigabit  Data  Center  Agreement  -  Confidential

          day  period after such Requested Service Date (due to any reason other
          than  the  acts  or omissions of Customer), Customer may, upon written
          notice  to  Alchemy,  declare the relevant GDCSO agreement(s) null and
          void  with  no  further obligation attributed to Customer, and Alchemy
          shall  refund all fees and charges paid in advance by Customer, except
          in  the  case  where  the delay was caused by Customer, in which case,
          Alchemy  shall  retain  any  funds  necessary  to  recover the cost or
          obligations incurred on behalf of Customer. Except as provided herein,
          Alchemy  shall  not  be liable to Customer in any way as a result of a
          delay  or  failure  to  tender  possession.

     C.   Following  the expiration of the Term for each Space or failure of the
          Parties  to  enter  into  any  Renewal  Periods, Customer's license to
          occupy  the  Space  and receive services shall continue in effect on a
          month-to-month  basis  upon  the  same  terms and conditions specified
          herein,  unless  terminated  by either Customer or Alchemy upon thirty
          (30)  days  prior  written  notice.


4.  TERMINATION
---------------

     A.   Either  party  shall have the right to terminate this agreement should
          the  other party breach a material term or condition of this Agreement
          and  fail to cure such breach within thirty (30) days after receipt of
          written  notice  of  the breach, except in the case of failure to make
          timely payment to Alchemy, which must be cured within ten (10) days of
          the  payment due date. Alchemy has the option, at its sole discretion,
          to  terminate  this  Agreement should Customer become insolvent or the
          subject  of  bankruptcy  proceedings, a receivership, liquidation or a
          sale  for  the  benefit  of  creditors

     B.   Upon  termination  or  expiration of the Term for each Space, Customer
          agrees  to  do  the  following:  (i)  remove  the  Equipment and other
          property  that  has  been installed by Customer or Customer's agent(s)
          and return the Space to Alchemy in substantially the same condition as
          it was on the date of installation, Alchemy at its sole discretion may
          refuse  to  allow  the removal of some or all Customer equipment until
          all outstanding amounts owed to Alchemy are paid in full; (ii) pay any
          outstanding fees within five (5) days of termination of service; (iii)
          return  any  confidential information it has received from Alchemy and
          (iii)  return  any  equipment  or  supplies  that  are the property of
          Alchemy.  In the event such Equipment or property has not been removed
          within  thirty  (30)  days  of the effective termination or expiration
          date,  the Equipment shall be deemed abandoned and Customer shall lose
          all  rights  and  title  thereto.

     C.   In the event the GDC becomes the subject of a taking by eminent domain
          by  any  authority  having such power, Alchemy shall have the right to
          terminate  this  Agreement.  Alchemy  shall  attempt  to give Customer
          reasonable advance notice of the removal schedule. Customer shall have
          no  claim  against  Alchemy  for  any


                                                                    Page 3 of 12
<PAGE>
Alchemy  Gigabit  Data  Center  Agreement  -  Confidential

          relocation  expenses,  any part of any award that may be made for such
          taking  or  the  value  of  any unexpired term or renewed periods that
          result from a termination by Alchemy under this provision, or any loss
          of  business  from full or partial interruption or interference due to
          any  termination.  However,  nothing contained in this Agreement shall
          prohibit  Customer  from  seeking  any  relief  or  remedy against the
          condemning  authority  in the event of an eminent domain proceeding or
          condemnation  that  affects  the  Space.


5.  DEFAULT
-----------

     A.   If  Customer  fails  to  perform  its obligations, or fails to pay for
          services  rendered hereunder, Alchemy may, at its sole option and with
          written  notice,  issue a default notice letter to Customer, demanding
          the  default  condition  be  cured.  If  the  default condition is not
          remedied  within  the  time  period  specified  in  the notice letter,
          Alchemy  may  then,  without  the  necessity  of  any  further notice,
          discontinue performance and terminate this Agreement, for default, and
          pursue  any  other  remedies  available at law or in equity, including
          reimbursement  of the cost of collection and reasonable attorney fees.
          Alchemy's  failure  to  exercise any of its rights hereunder shall not
          constitute  or be construed by Customer as being a waiver of any past,
          present,  or future right or remedy. In the case of Customer's failure
          to  make  timely payments, Alchemy may discontinue any or all services
          for  any period of time as it deems appropriate without written notice
          to  Customer,  and  such  action  shall not be deemed a breach of this
          Agreement  by  Alchemy.

     B.   At  any  time  during the term of this Agreement, Alchemy may, at it's
          sole  option,  immediately terminate this Agreement if Customer is not
          then  maintaining  the Equipment solely for the purpose of originating
          and/or  terminating  telecommunications transmissions carried over the
          Alchemy  Network  or  as  otherwise  set  forth  in this Agreement, or
          pursuant  to  the  terms  and  conditions,  if  any,  contained in any
          Collocation  Schedule  identified  herewith.

     C.   If  Customer  commits an act of default under any Collocation Schedule
          to which this Agreement pertains, Alchemy may, in its sole discretion,
          declare  Customer  to  be  in default of any and all other Collocation
          Schedules  then  in  effect, without the necessity of showing separate
          failures,  acts  or  omissions  by  Customer.

     D.   If  Customer commits an act of default with respect to the purchase of
          telecommunications  services  that  would  entitle  Alchemy  under its
          separate tariffs and agreements to terminate its services to Customer,
          then  Alchemy  and  all  Alchemy's  Affiliates  shall  be  entitled to
          terminate  this Agreement and all GDC services to which this Agreement
          pertains.


                                                                    Page 4 of 12
<PAGE>
Alchemy  Gigabit  Data  Center  Agreement  -  Confidential

     E.   Alchemy may, without notice, suspend or terminate services to customer
          if  Customer is found to be engaged in unlawful activities or upon the
          request  to  do  so  by  any  legal  or  governmental  agencies.

     F.   At the termination of this agreement for any reason or if Customer has
          failed  to  make  timely payments of amounts owed, Alchemy at its sole
          discretion  may refuse to allow the removal of some or all of Customer
          equipment from Alchemy's facilities until all outstanding amounts owed
          to  Alchemy are paid in full. In order to satisfy outstanding balances
          owed,  Customer specifically herein consent and agree that Alchemy may
          take possession and ownership of all or part of Customer equipment, if
          Customer  fails  to  bring  all payments up to date within thirty (30)
          days  of  receiving  written notice from Alchemy of its intent to take
          possession  of  said equipment. If the value of the equipment in which
          Alchemy  has taken possession and ownership of has a resale value that
          is  less  than  the  amount owed, Alchemy is entitled to take whatever
          legal  actions  are  necessary  to  collect  the  difference.


6.  PRICES  AND  PAYMENT  TERMS
-------------------------------

     A.   Customer  shall  pay  ALCHEMY  monthly  recurring fees (the "Recurring
          Fees"), which shall include charges for use and occupancy of the Space
          (the  "Occupancy  Fees"),  connectivity  (or  cross-connect  fees,  if
          applicable),  power  charges  and, where applicable, technical support
          and system administration. In addition to any Recurring Fees, Customer
          shall  be  charged  non-recurring fees for build-out of the Space (the
          "Build-Out  Charges"),  where  applicable,  Escort  charges, and other
          services,  which  shall  be  set  forth  in the GDCSO agreement(s). If
          Customer  requests that Alchemy provide services not delineated herein
          or  in  the  GDCSO  agreement(s) at any time during the Term, Customer
          agrees  to  pay  the  fee for such services in effect at the time such
          service  was rendered. All payments will be made in U.S. dollars. Late
          payments  hereunder will accrue interest at a rate of one and one-half
          percent  (1 1/2%) per month, or the highest rate allowed by applicable
          law,  whichever  is  lower. If in its judgment Alchemy determines that
          Customer  is  not creditworthy or is otherwise not financially secure,
          Alchemy may, upon written notice to Customer, modify the payment terms
          to  require  assurances  to  secure  Customer's  payment  obligations
          hereunder.

     B.   All payments required by this Agreement are exclusive of all national,
          state,  municipal  or  other  governmental excise, sales, value-added,
          use,  personal  property, and occupational taxes, excises, withholding
          taxes  and obligations and other levies now in force or enacted in the
          future,  all of which Customer will be responsible for and will pay in
          full.  Customer  agrees to pay or reimburse Alchemy for any applicable
          taxes  that  are levied based on the transactions hereunder, exclusive
          of  taxes on income and real estate taxes on the GDC. Any such charges
          shall  be  invoiced  and  payable  within  the  payment  terms of this
          Agreement.


                                                                    Page 5 of 12
<PAGE>
Alchemy  Gigabit  Data  Center  Agreement  -  Confidential

          Alchemy  agrees  to  provide Customer with reasonable documentation to
          support  invoiced amounts applied to taxes within thirty (30) calendar
          days  of  receipt  of  a  Customer's  written  request.

     C.   The  Occupancy  Fee and/or Power Charges shall be increased to reflect
          any increases incurred by and required under the lease relevant to the
          Premises  in which the Space is located. Customer shall pay to Alchemy
          its pro rata share of any such increases based on the number of square
          feet  of  the  Space  compared  to the number of square feet leased by
          Alchemy  under  the applicable lease. Alchemy shall notify Customer of
          any  such  increase  as  soon  as  practicable.

     D.   Payments shall be due upon Customer's receipt of each monthly invoice.
          Late payment charges will be calculated based on 1.5% per month of the
          unpaid  amount.

     E.   Charges  delineated  in  the Collocation Schedule for build-out of the
          Space  shall  be  invoiced and paid by Customer when invoiced. Alchemy
          may  require  payment  of  the  "Build  Out  Fees" prior to commencing
          construction.

     F.   Customer  agrees  to  reimburse  Alchemy  for all reasonable repair or
          restoration  costs  associated  with  damage  or destruction caused by
          Customer's  personnel,  Customer's  agent(s)  or  Customer's
          suppliers/contractors  or  Customer's visitors during the Term or as a
          consequence  of  Customer's  removal  of  the  Equipment  or  property
          installed  in  the  Space.


7.  ADDITIONAL  TERMS  GOVERNING  USE  OF  COLLOCATION SPACE AND INSTALLATION OF
--------------------------------------------------------------------------------
EQUIPMENT
---------

     A.   Before  beginning  any  delivery, installation, replacement or removal
          work,  Customer  must obtain Alchemy 's written approval of Customer's
          choice  of  suppliers  and  contractors  which  approval  shall not be
          unreasonably  withheld  or  delayed.  Alchemy  may  request additional
          information  before  granting  approval  and  may  require  scheduling
          changes and substitution of suppliers and contractors as conditions of
          its  approval. Approval by Alchemy is not an endorsement of Customer's
          supplier  or  contractor,  and Customer will remain solely responsible
          for  the  selection  of the supplier or contractor and all payments to
          Alchemy  for  construction  work  performed  on  their  behalf.

     B.   Customer  shall  not  make  any  construction  changes  or  material
          alterations  to  the  interior  or  exterior  portions  of  the Space,
          including  any  cabling  or  power supplies for the Equipment, without
          obtaining  Alchemy's  written  approval  for Customer to have the work
          performed.  Alchemy  reserves  the  right  to  perform  and manage any
          construction  or  material  alterations within the GDC and Collocation
          Space  areas  at  rates  to  be negotiated between the Parties hereto.


                                                                    Page 6 of 12
<PAGE>
Alchemy  Gigabit  Data  Center  Agreement  -  Confidential


     C.   Customer's  use  of the Space, installation of Equipment and access to
          the  GDC  shall at all times be subject to Customer's adherence to the
          generally  accepted  industry  standards,  security rules and rules of
          conduct  established  by  Alchemy  for  the GDC. Except where advanced
          written permission has been given by Alchemy, Customer's access to the
          GDC  shall  be limited to the individuals identified and authorized by
          Customer  to  have such access. Customer agrees not to erect any signs
          or devices to the exterior portion of the Space without submitting the
          request  to  Alchemy  and  obtaining  Alchemy's  written  approval.

     D.   Customer  may not provide, or make available to any third party, space
          within  Collocation  Space without Alchemy's prior written consent. If
          Customer  should  provide, or make available to any third party, space
          within  the Collocation Space without obtaining the written consent of
          Alchemy, Customer shall be in breach of this Agreement and Alchemy may
          pursue any legal or equitable remedy, including but not limited to the
          immediate  termination  of  this  Agreement.

     E.   Customer  is  responsible  for  maintaining  the  cleanliness  of  the
          Collocation  Space.  There  shall  be  no  trash  or  dust  allowed to
          accumulate  within  the  Space.  Neither  food  nor drink is permitted
          within  the  Collocation  area,  including  within  individual  cages.

     G.   Customer  is  responsible  for  retrieving  entry  passes  from  its
          terminated  employees or others whom Customer no longer wishes to have
          access  to  its  Collocation  space.

     H.   Alchemy  shall not arbitrarily or discriminatorily require Customer to
          relocate  the  Equipment;  however, upon sixty (60) days prior written
          notice  or,  in  the  event  of  an  emergency,  such  time  as may be
          reasonable,  Alchemy  reserves the right to change the location of the
          Space or the GDC to a site which shall afford comparable environmental
          conditions  for  the  Equipment  and  comparable  accessibility to the
          Equipment.  Alchemy  and  Customer will work together in good faith to
          minimize  any  disruption  of  Customer's services as a result of such
          relocation. Alchemy shall be responsible for the cost of improving the
          Space  to  which the Equipment may be relocated, and for relocation of
          Equipment  interconnected  to  Alchemy  services,  except that Alchemy
          shall  not  be  responsible  for  relocating  facilities  installed in
          violation  of  this  Agreement.

     I.   All  equipment  brought  into or taken out of the GDC facility must be
          cleared  through Alchemy's equipment control system. Alchemy shall not
          be  held responsible for the condition of equipment shipped to the GDC
          that  arrives  in  damaged  condition.


                                                                    Page 7 of 12
<PAGE>
Alchemy  Gigabit  Data  Center  Agreement  -  Confidential


8.  INSURANCE
-------------

     A.   Customer  agrees to maintain, at Customer's expense, during the entire
          period  of  occupancy,  for  each  Collocation Space (i) Comprehensive
          General  Liability  Insurance for bodily injury or property damage, in
          an  amount  not  less  than  one  million dollars per occurrence; (ii)
          Workers'  Compensation  Insurance,  with  a  limit  not less than five
          hundred  thousand dollars Bodily Injury each accident (iii) "All Risk"
          Property  insurance covering all of Client's personal property located
          at  the  GDC,  (iv)  commercial automobile liability insurance (bodily
          injury  and  property  damage)  in an amount not less than one million
          dollars  per  accident  for  all  vehicles including owned, non-owned,
          leased  and  hired  vehicles;  (v) Errors and Omissions insurance. All
          property  insurance  covering  customer's  property located in the GDC
          premises shall expressly waive any right of subrogation on the part of
          the insurer against Alchemy, its officers, directors employees, agents
          and contractors. Customer further agrees to name Alchemy and the party
          from whom Alchemy leases its GDC space, as "Additional Insured" on the
          appropriate  policies.

     B.   A  reputable  insurance company authorized to do business in the state
          of  California  shall  issue  all  policies subject to this provision.
          Prior  to  installation  of equipment in Customer's collocation space,
          customer  shall  furnish  Alchemy with certificates of insurance which
          evidence  the  minimum  levels of insurance set forth herein. Customer
          shall  not  materially  alter  or  cancel  insurance  relating  to GDC
          occupancy  without  notification  to  Alchemy  of not less than thirty
          days.


9.  REPRESENTATIONS  AND  WARRANTIES  OF  CUSTOMER
--------------------------------------------------

     A.   Equipment:  Customer  represents  and warrants that it owns or has the
          legal right and authority, and will continue to own or have such right
          and  authority during the term of this Agreement, to place and use the
          Customer Equipment as contemplated by this Agreement. Customer further
          represents  and  warrants  that its placement, arrangement, and use of
          the  Customer  Equipment  in the Gigabit Data Center complies with the
          Customer  Equipment  Manufacturer's  environmental  and  other
          specifications.

     B.   Customer's  Business: Customer represents and warrants that Customer's
          services, products, materials, data, information and equipment used in
          connection  with  this  Agreement  and  Customer's use of GDC Services
          (collectively,  "Customer's Business") does not as of the Installation
          Date,  and  will  not during the term of this Agreement operate in any
          manner  that  would violate any applicable federal, state or local law
          or regulation or infringe in any way upon the rights of third parties.


                                                                    Page 8 of 12
<PAGE>
Alchemy  Gigabit  Data  Center  Agreement  -  Confidential

     C.   Breach  of  Warranties:  In  the  event  of  any breach, or reasonably
          anticipated breach, of any of the foregoing warranties, in addition to
          any  other remedies available in law or equity, Alchemy shall have the
          right,  at  Alchemy's  sole  discretion,  to  suspend  any related GDC
          Services if deemed reasonably necessary by Alchemy to prevent any harm
          to  its  business.


10.  DISCLAIMERS  AND  LIMITATION  OF  LIABILITY
------------------------------------------------

     A.   The  collocation  space  is  accepted  "as  is"  by customer. Customer
          acknowledges that no representation has been made by alchemy as to the
          fitness  of  the  collocation  space  for customer's intended purpose.
          Except  for  the  warranties  set  forth in this article, there are no
          warranties,  whether  express, implied, oral, or written, with respect
          to  the collocation space or services covered or furnished pursuant to
          this  agreement, including but not limited to, any implied warranty of
          merchantability  or  fitness  for  a particular purpose. Moreover, the
          remedies  provided  in  this  article are exclusive and in lieu of all
          other  remedies.

     B.   Customer  and  its representatives visit the GDC at their own risk and
          Alchemy  assumes  no  liability for any harm to such persons resulting
          from  any  cause other than Alchemy's negligence or willful misconduct
          resulting  in  personal  injury  to  such  visitors.

     C.   Alchemy  assumes no liability for damage or loss relating to customers
          business. To the extent Alchemy is liable for any damage to or loss of
          Customer's  equipment,  such  liability shall be limited solely to the
          then-current  value  of  Customer's  equipment.

     D.   The  liability  of  Alchemy  for  damages  arising out of the services
          provided  herein,  including, without limitation, mistakes, omissions,
          interruptions,  delays,  tortious  conduct  or  errors,  or failure to
          furnish space, whether caused by acts of commission or omission, shall
          be  limited to a prorated refund of the charges paid by client for the
          use of the space. The receipt of such refunds shall be the sole remedy
          afforded  to  customer.

     E.   Customer is responsible for providing Alchemy with emergency contacts,
          including  phone  numbers  and  pager  numbers.  Alchemy  shall  use
          reasonable  efforts  to contact Customer in the event of a malfunction
          affecting  Customers  equipment  (e.g.  a  power  outage  affecting
          Customer's  equipment).  However,  Alchemy  shall  not  be  liable for
          damage,  which  may  occur as a result of an inability to make contact
          with  Customer's  emergency  representative.


                                                                    Page 9 of 12
<PAGE>
Alchemy  Gigabit  Data  Center  Agreement  -  Confidential


11.  CONFIDENTIAL  INFORMATION
------------------------------

     A.   Each  party  acknowledges  that  it  will  have  access  to  certain
          confidential  information  of  the  other  party  concerning the other
          party's  business,  plans,  customers,  technology,  and  products,
          including  the  terms  and conditions of this Agreement ("Confidential
          Information").  Confidential  Information  will  include,  but  not be
          limited  to,  each  party's  proprietary  software  and  customer
          information.  Each  party  agrees that it will not use in any way, for
          its own account or the account of any third party, except as expressly
          permitted  by  this Agreement, nor disclose to any third party (except
          as required by law or to that party's attorneys, accountants and other
          advisors  as  reasonably  necessary),  any  of  the  other  party's
          Confidential  Information  and  will  take  reasonable  precautions to
          protect  the  confidentiality  of  such  information.

     B.   Information  will  not be deemed Confidential Information hereunder if
          such information: (i) is known to the receiving party prior to receipt
          from  the  disclosing party directly or indirectly from a source other
          than  one  having  an  obligation of confidentiality to the disclosing
          party;  (ii)  becomes  known  (independently  of  disclosure  by  the
          disclosing party) to the receiving party directly or indirectly from a
          source  other  than one having an obligation of confidentiality to the
          disclosing  party; (iii) becomes publicly known or otherwise ceases to
          be  secret  or confidential, except through a breach of this Agreement
          by  the  receiving  party;  or  (iv) is independently developed by the
          receiving  party.


12.  NON-SOLICITATION
---------------------

          Customer  understands  and  acknowledges  that;  due  to  the  highly
          technical  nature  of  Alchemy's  business  Alchemy  would  suffer
          significant  financial  damage  from  the loss of GDC or other Alchemy
          employees.  Therefore,  Customer  agrees that it shall refrain, during
          the  term  of  this  Agreement  and for a period of one year after the
          expiration of this Agreement, from directly or indirectly employing or
          seeking  or  attempting  to  employ  or solicit for employment, in any
          capacity  (whether  as a full or part time employee or as a consultant
          or  independent  contractor)  any  person  who is employed at Alchemy.


13.  EXCUSED  PERFORMANCE
-------------------------

          Neither  Party shall be liable to the other Party under this Agreement
          for  any failure nor delay in performance that is due to causes beyond
          its  reasonable control, including but not limited to, acts of nature,
          governmental  actions,  fires,  civil  disturbances,  interruptions of
          power,  or  transportation  problems.


                                                                   Page 10 of 12
<PAGE>
Alchemy  Gigabit  Data  Center  Agreement  -  Confidential


14.  ASSIGNMENTS  OR  TRANSFER
------------------------------

          Customer  shall  not  assign  or  transfer  the  rights or obligations
          associated with this Agreement, in whole or in part, without Alchemy's
          prior  written  consent.


15.  PUBLICITY
--------------

          Customer  shall  not use Alchemy's name in publicity or press releases
          without  Alchemy's  prior  written  consent.


16.  LIMITATION  OF  LIABILITY
------------------------------

     A.   In  no  event shall Alchemy or any of its officers, directors, agents,
          contractors  or employees, be liable for any loss of profit or revenue
          or  for  indirect,  incidental, special, punitive or exemplary damages
          incurred or suffered Customer arising from or pertaining to Customer's
          use  or  occupancy  of  the  Collocation  Space  including,  without
          limitation,  damages  arising from interruption of electrical power or
          HVAC  services.

     B.   Customer  shall  indemnify  and  hold  harmless Alchemy, its officers,
          directors, agents, contractors and employees, from and against any and
          all third party claims, costs, expenses or liabilities arising from or
          in  connections  with  Customer's  use  of  the GDC facility. Customer
          further  agrees  to  indemnify  Alchemy  against  Customer's  acts  of
          negligence  resulting  in  damage  to  third  parties.


17.  FORCE  MAJEUR
------------------

          Neither  party  shall  be  deemed  in default of this Agreement to the
          extent  that  performance of their obligations or attempts to cure any
          breach  were  delayed  or  prevented  by  acts  of  nature,  including
          earthquakes  and  floods,  fire,  natural  disaster, accident, acts of
          government,  labor  strikes  or  any other cause beyond the control of
          such  party.


18.  GOVERNING  LAW
-------------------

          This  Agreement  shall  be  governed  and construed by the laws of the
          State  of  California  except  as  they pertain to its conflict of law
          provisions.  The  courts  of  the  State  of California, County of Los
          Angeles shall have jurisdiction over any legal disputes relating to or
          in  connection  with  this  Agreement.


                                                                   Page 11 of 12
<PAGE>
Alchemy  Gigabit  Data  Center  Agreement  -  Confidential


19.  ENTIRE  AGREEMENT
----------------------

          This  Agreement  constitutes  the  entire  understanding  between  the
          parties  and supercedes all other agreements, whether written or oral.
          This  Agreement  may  not  be  modified  except in a writing, which is
          signed,  by  both  parties  or  their duly authorized representatives.


20.  NOTICE
-----------

          Any  and  all  notices to be provided under this agreement shall be in
          writing.  Notice shall be considered received, delivered and effective
          three  (3)  business  days  following  posting  when  mailed,  postage
          prepaid,  by  United States mail (certified or registered mail, return
          receipt  requested),  addressed  to  the  party  to  be  notified.  If
          delivered  in  person,  notice shall be considered received, delivered
          and  effective  the  date  so  delivered.  For purposes of notice, the
          addresses  of  the parties, until changed as herein provided, shall be
          as  follows.  If  intended  for  Alchemy,  shall be addressed: Alchemy
          Communications, Inc., 1200 West 7th Street, Suite Ll-100, Los Angeles,
          CA  90017, attention: Jamie Daquino; with a copy addressed to: Alchemy
          Communications, Inc., 1200 West 7th Street, Suite L1-100, Los Angeles,
          CA 90017, attention: Zane Alsabery. If intended for Customer, shall be
          addressed:  _______________________________________,  attention:
          ____________________. Any party hereto, by written notice to the other
          party,  may  change  the  address  for  notices  to  be  sent to them.



          __________________________________________
               Authorized  Signature     Date

          __________________________________________
               Name  (printed)

          __________________________________________
               Title

          __________________________________________
               Company



                                                                   Page 12 of 12
<PAGE>
                                     ALCHEMY
                              COMMUNICATIONS, INC.

                     1200 West Seventh Street, Suite Ll-100
                              Los Angeles, CA 90017
                     Ph: (213) 596-3000 Fax: (213) 596-3004
                                 www.alchemy.net

                        CLIENT ACCESS AUTHORIZATION LIST
                        --------------------------------

An  all-inclusive  list  of  personnel authorized to access the GDC is required.
This  list  should indicate the respective level(s) of access to be granted, and
should  also  specify  the appropriate contact from whom any alterations to this
list  will  be  accepted.  The  following  is  an  excerpt  from  the  Alchemy
communications,  Inc.  Gigabit  Data  Center  Services  Agreement:

A.   Customer's  use  of  the Space, installation of Equipment and access to the
     GDC  shall at all times be subject to Customer's adherence to the generally
     accepted  industry  standards,  security  rules  and  rules  of  conduct
     established  by  Alchemy  for  the  GDC.  EXCEPT  WHERE  ADVANCED  WRITTEN
     PERMISSION HAS BEEN GIVEN TO ALCHEMY, CUSTOMER'S ACCESS TO THE GDC SHALL BE
     LIMITED  TO  THE  INDIVIDUALS IDENTIFIED AND AUTHORIZED BY CUSTOMER TO HAVE
     SUCH  ACCESS.


 Please complete and return the below list via regular U.S. mail, fax, or E-mail
                             to NOCSTAFF@ALCHEMY.NET
                                --------------------
   Alchemy should be immediately notified in writing to advise of any updates.

LAST  NAME*     FIRST  NAME*     DATE AUTHORIZATION GRANTED     TYPE OF ACCESS**
COMMENTS





*Appropriate identification (i.e. driver's license, state identification card or
passport)  may  be  required  for  verification.
**Access  Rights:  Full  Rights,  Remove  Equipment,  Access  Only


______________________    ____________________
Authorized  Signature     Date


<PAGE>
ALCHEMY  COMMUNICATIONS,  INC
Client Access Authorization List

LAST  NAME*     FIRST  NAME*       DATE            TYPE OF         COMMENTS
                              AUTHORIZATION       ACCESS**
                                 GRANTED
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

*  Appropriate  identification  (i.e.  driver's  license, state identification
   card  or  passport)  may  be  required  for  verification.
** Access  Rights:  Full  Rights,  Remove  Equipment,  Access  Only

_____________________     ____________________
Authorized  Signature     Date


<PAGE>
<TABLE>
<CAPTION>
                          ALCHEMY COMMUNICATIONS, INC.
                        GIGABIT DATA CENTER SERVICE ORDER


Customer  Name:    Nettaxi Online Communities, Inc.     Date     February 16, 2001
Address:           1696  Dell  Ave.
                   Campbell, CA. 95008               Sales Rep.         JMD

Contact Name:      Robert  A.  Rositano             Contract No.        825
Telephone:        (408) 879-9880
Fax:              (408) 374-4929                       Terms           Net 30
E-Mail Address:    rar@hq.nettaxi.com
                   ------------------


                                                 Non-Recurring  Monthly
        Description              Qty. Unit Price    Fees         Fees       Total
-------------------------------  ---  ---------  ----------  ----------  ----------
<S>                              <C>  <C>        <C>         <C>         <C>
SPACE REQUIREMENTS
------------------
DEDICATED RACK SPACE
    Individual Servers                                       $        -  $        -
    1/2 Rack                                                 $        -  $        -
    Full Rack                                                $           $        -


CUSTOM SPACE
    Secured Cabinet (7'x19"x36")                             $        -  $        -
    Standard Private Cage (7'x8')                            $        -  $        -
    Custom Cage                                              $        -  $        -


CONNECTIVITY*
-------------
    Connectivity / Mbps           25  $  450.50  $        -  $13,500.00  $13,500.00
    Additional Switches                                      $        -  $        -
    Power                                                    $        -  $        -


NON-RECURRING COSTS
-------------------
    One time fee                   1  $       -  $12,000.00  $        -  $12,000.00


TECHNICAL SUPPORT
-----------------
    Premium Network Services       1  $4,995.00  $        -  $ 4,995.00  $ 4,995.00
    Professional Support Package  53  $  175.00  $        -  $ 9,275.00  $ 9,275.00
                                                 ==========  ==========  ==========
    TOTAL                                        $12,000.00  $27,770.00  $39,770.00
</TABLE>

REMARKS:   *Connectivity  measured  in Megabits/second using 95/5 Rule (measured
at 5 minutes avg., excluding top 5%), charged in Mbps. The first month's Monthly
Fees  and  the  Non-Recurring  Fees are due and payable with the signing of this
agreement.  This  agreement  is  subject  to customer's credit being approved by
Alchemy.


TERM:[X]1 YEAR [ ]2 YEARS [ ]3 YEARS [ ]N/A  BY  SIGNING  THIS  DOCUMENT  YOU
                                             ACKNOWLEDGE YOUR ACCEPTANCE OF THIS
CONTRACT START DATE:     02/01/01            SERVICE  ORDER  AND  AGREE  AND
CONTRACT  END  DATE:     01/31/04            TO  THE  TERMS  CONDITIONS  OF
                                             SERVICES THE GIGABIT DATA CENTER


ALCHEMY COMMUNICATIONS, INC.          CUSTOMER: NETTAXI ONLINE COMMUNITIES, INC.
----------------------------          -----------------------------------------


Name:  /s/  Zane Alsaberry            Name:  /s/  Robert A. Rositano, Jr.
     -----------------------               ---------------------------------

Signed:_____________________          Signed:_______________________________

Title:______________________          Title:________________________________

Date:_______________________          Date:_________________________________


<PAGE>