EXHIBIT 10.3

                           INTERNET TRAFFIC AGREEMENT


         THIS AGREEMENT, is made and entered into this 7th day of January, 2000,
by and between MegaMedia Networks, Inc., a Delaware corporation, its affiliates,
successors and assigns, hereinafter referred to as "MegaMedia" and NextTraffic,
Inc., a Delaware corporation, its affiliates, successors and assigns,
hereinafter referred to as "NextTraffic."

         WHEREAS MegaMedia is a media company providing its customers with
entertainment, news, marketing, and advertising services via the internet; and,

         WHEREAS, NextTraffic is an internet traffic consolidator who provides
its clients with internet traffic; and,

         WHEREAS, MegaMedia desires and intends to acquire internet traffic from
NextTraffic as hereinafter provided;

         NOW THEREFORE, in consideration of the foregoing, NextTraffic and
MegaMedia agree as follows:

1.       RECITATIONS.  The foregoing recitations are true and correct.

2.       CERTAIN DEFINITIONS. The following terms used in this Agreement, with
         their initial letters capitalized, unless the context requires
         otherwise or unless otherwise expressly provided in this Agreement,
         have the meanings specified in this Section 2. The singular includes
         the plural and vice versa, as the context requires. When used in this
         Agreement, the following terms have the meanings set forth below:

         A.       "Agreement" means this written agreement between MegaMedia and
                  NextTraffic.

         B.       "Day" means a 24 hour period spanning from midnight of one day
                  to midnight of the following day.

         C.       "Host" means an entity that stores third-party Web Sites on
                  its Internet server computers, receives or stores commands or
                  data transmitted by Internet users, transmits Web Page data to
                  users' Internet addresses, and performs related maintenance.

         D.       "Internet" means the global computer network comprising
                  interconnected networks using standard protocols as it exists
                  contemporaneously with the execution of this Agreement,
                  including but not limited to the world wide web, as well as
                  any functionally equivalent medium, or medium competitive to
                  the Internet that may now or hereafter exist.

         E.       "Portal Page" means the first page viewed by a visitor or
                  customer accessing the MegaMedia Web Site also known as the
                  First Page.

         F.       "Protocols" means a set of rules that regulate the way data is
                  transmitted between computers.

         G.       " Visitor" and "Traffic" mean a person who accesses the Portal
                  Page of the MegaMedia Web Site via tracked database referral
                  from NextTraffic.

         H.       "Web Master Program" means an incentive based traffic or
                  customer referral program.

         I.       "Web Page" means each individual screen display contained in
                  MegaMedia's Web Site.

         J.       "Web Site" means all Web Pages and Domain Names associated
                  with MegaMedia and its products or services, and which are
                  stored on MegaMedia's Internet Server computer.

         K.       "World Wide Web" or "WWW" is a subset of the Internet, and is
                  a common system for browsing Internet Web Sites.

3.       TERM. The term of this Agreement is that period of time beginning on
         the effective date of this Agreement and ending three calendar years
         thereafter.

4.       OBLIGATIONS OF NEXTTRAFFIC. NextTraffic covenants and agrees with
         MegaMedia that it shall during the terms of this Agreement:

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         A.       Supply two million (2,000,000) Visitors per day to the
                  MegaMedia Web Site Portal Page in an Even Flow. NextTraffic
                  shall be compensated for the Visitors it supplies as provided
                  in Paragraph 6 below. MegaMedia, in its sole and unfettered
                  discretion, shall without liability to NextTraffic, have the
                  unrestricted right to lessen, diminish or terminate the
                  purchase of Visitors from NextTraffic at any time and for any
                  reason upon the giving of thirty (30) days written notice of
                  same to NextTraffic.

         B.       Upon request, NextTraffic will provide MegaMedia with all
                  documentary support evidencing NextTraffic's ability to
                  perform the above services.

5.       TRAFFIC VERIFICATION. Visitors provided by NextTraffic to MegaMedia
         shall be verified through independent Nielson I/PRO AUDIT reporting.

         A.       Monthly Reports. MegaMedia shall issue a monthly report to
                  NextTraffic indicating the total number of Visitors that have
                  been provided by NextTraffic to the MegaMedia Portal Page per
                  Day.

         B.       Server Logs. NextTraffic shall also have the right to review
                  the raw data contained in MegaMedia's server logs for an
                  immediately preceding three (3) month period.

6.       CONSIDERATION TO NextTraffic. In consideration for the above referenced
         services to be rendered and provided by NextTraffic to MegaMedia,
         MegaMedia agrees to:

         A.       Pay as a Fee for the Traffic supplied by NextTraffic pursuant
                  to this Agreement, and subject to adjustment for sales that
                  are subsequently not paid to MegaMedia for any reason, on a
                  monthly basis, a sum equal to twenty five percent (25%) of all
                  purchases of MegaMedia services made by Visitors that are
                  supplied to MegaMedia by NextTraffic. MegaMedia shall pay the
                  above Traffic Fee to NextTraffic on Recurring Revenue
                  (recurring charges billed on a monthly basis) received by
                  MegaMedia arising out of purchases of MegaMedia services made
                  by Visitors that were supplied to MegaMedia by NextTraffic.
                  MegaMedia's obligation to pay the above Traffic Fee to
                  NextTraffic for each month for which Recurring Revenue payment
                  is received, shall be limited to a maximum of two (2)
                  additional months after the original sale; or $0.05 per
                  Visitor, whichever is greater.

7.       REPRESENTATIONS AND WARRANTIES OF NEXTTRAFFIC. NextTraffic warrants and
         represents to MegaMedia that:

         A.       NextTraffic acknowledges that it has been advised to consult
                  with legal counsel of its choosing and acknowledges that
                  MegaMedia is represented by legal counsel and that this
                  Agreement and all other documents related to MegaMedia that
                  have been presented to it have been prepared solely for the
                  benefit of MegaMedia by its counsel, who does not and cannot
                  represent NextTraffic or its interests in this transaction.

         B.       No third party has or will have any claim, right, title, lien,
                  security interest or other interest in or to any of the Goods
                  or Services to be provided by NextTraffic to MegaMedia
                  pursuant to this Agreement.

         C.       NextTraffic has all necessary legal capacity, right, power and
                  authority to enter into, execute, deliver, perform and be
                  bound by this Agreement, free of any liens, security
                  interests, encumbrances, claims or interests of any third
                  party, and to perform all NextTraffic's obligations under this
                  Agreement.

         D.       NextTraffic's execution and delivery of this Agreement and the
                  performance by NextTraffic of NextTraffic's obligations under
                  this Agreement do not breach, and will not result in a breach
                  or violation of, any agreement, lien, security interest or
                  other understanding or obligation to which NextTraffic is a
                  party or by which NextTraffic is bound.

         E.       There is no demand, claim, suit, action, arbitration or other
                  proceeding pending or threatened (or for which any basis
                  exists) that in any way questions or jeopardizes (or could
                  question or jeopardize) the ability of NextTraffic to enter
                  into this Agreement or to perform any of NextTraffic's
                  obligations hereunder.

8.       REPRESENTATIONS AND WARRANTIES OF MEGAMEDIA. MegaMedia represents,
         warrants, and agrees as follows:

         A.       No third party has or will have any claim, right, title, lien,
                  security interest or other interest in or to any of the shares
                  of common stock to be provided by MegaMedia to NextTraffic
                  pursuant to this Agreement.

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         B.       MegaMedia has all necessary legal capacity, right, power and
                  authority to enter into, execute, deliver, perform and be
                  bound by this Agreement, free of any liens, security
                  interests, encumbrances, claims or interests of any third
                  party, and to perform all MegaMedia's obligations under this
                  Agreement.

         C.       MegaMedia's execution and delivery of this Agreement and the
                  performance by MegaMedia of MegaMedia's obligations under this
                  Agreement do not breach, and will not result in a breach or
                  violation of, any agreement, lien, security interest or other
                  understanding or obligation to which MegaMedia is a party or
                  by which MegaMedia is bound.

         D.       There is no demand, claim, suit, action, arbitration or other
                  proceeding pending or threatened (or for which any basis
                  exists) that in any way questions or jeopardizes (or could
                  question or jeopardize) the ability of MegaMedia to enter into
                  this Agreement or to perform any of MegaMedia's obligations
                  hereunder.

9.       INDEMNITY.

         A.       NextTraffic shall indemnify, defend and hold harmless
                  MegaMedia and its officers, directors, employees and agents
                  (separately and collectively provided to as the
                  "Indemnitees"), against and in respect of:

                  i.       All liabilities and other obligations of NextTraffic
                           of any nature, whether accrued, absolute, contingent,
                           or otherwise, arising out of acts or omissions of
                           NextTraffic or its agents, employees, directors,
                           officers, representatives, shareholders, members or
                           contractors, in its performance of this Agreement.

                  ii.      Any and all liabilities, whether under the Securities
                           Act of 1933, as amended, the securities act of any
                           state, or any other statute or common law or
                           otherwise, arising out of the sale or disposition by
                           NextTraffic of any of such securities in a manner
                           contrary to the representations set forth herein.

                  iii.     Any claim, suit, obligation, liability, loss, damage,
                           injury or expense, arising out of, connected with,
                           related to, or resulting from any breach of any
                           covenant, representation, warranty or agreement made
                           by NextTraffic in this Agreement.

                  iv.      All actions, suits, proceedings, demands,
                           assessments, judgment, costs and expenses incident to
                           any of the foregoing to include, without limitation,
                           attorney's fees and costs for all proceedings, trials
                           and appeals, whether incurred before, during or after
                           trial or appeal.

                  v.       NextTraffic shall reimburse MegaMedia on demand for
                           any payment made by it at any time in respect of any
                           liability, obligation or claim to which the foregoing
                           indemnity relates. Should any claim covered by the
                           foregoing indemnity be asserted against MegaMedia,
                           MegaMedia shall notify NextTraffic promptly and give
                           it an opportunity to defend the same, and MegaMedia
                           shall extend reasonable cooperation to NextTraffic in
                           connection with such defense. In the event that
                           NextTraffic fails to defend the same within a
                           reasonable time, MegaMedia shall be entitled to
                           assume the defense thereof, and NextTraffic shall be
                           liable to repay MegaMedia for all its expenses
                           reasonably incurred in connection with the defense
                           (including reasonable attorneys' fees and settlement
                           payments).

                  vi.      In the event NextTraffic does not reimburse MegaMedia
                           as set forth above, then MegaMedia shall have a right
                           to set off the amount of such liability, obligation
                           or claim, including MegaMedia's other expenses as set
                           forth above, against monies or MegaMedia shares due
                           NextTraffic by virtue of this or any other Agreement
                           between MegaMedia and NextTraffic, such amounts being
                           applied first to the next payment due and to each
                           payment due thereafter until such amount is repaid to
                           MegaMedia in full.

         B.       MegaMedia shall indemnify, defend and hold harmless
                  NextTraffic and its officers, directors, employees and agents
                  (separately and collectively provided to as the
                  "Indemnitees"), against and in respect of:

                  i.       All liabilities and other obligations of MegaMedia of
                           any nature, whether accrued, absolute, contingent, or
                           otherwise, arising out of acts or omissions of
                           MegaMedia or its agents, employees, directors,
                           officers, representatives, shareholders, members or
                           contractors, in its performance of this Agreement.

                  ii.      Any and all liabilities, whether under the Securities
                           Act of 1933, as amended, the securities act of any
                           state, or any other statute or common law or
                           otherwise, arising out of the sale to NextTraffic by
                           MegaMedia of any of such securities in a manner
                           contrary to the representations set forth herein.

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                  iii.     Any claim, suit, obligation, liability, loss, damage,
                           injury or expense, arising out of, connected with,
                           related to, or resulting from any breach of any
                           covenant, representation, warranty or agreement made
                           by MegaMedia in this Agreement.

                  iv.      All actions, suits, proceedings, demands,
                           assessments, judgment, costs and expenses incident to
                           any of the foregoing to include, without limitation,
                           attorney's fees and costs for all proceedings, trials
                           and appeals, whether incurred before, during or after
                           trial or appeal.

                  v.       MegaMedia shall reimburse NextTraffic on demand for
                           any payment made by it at any time in respect of any
                           liability, obligation or claim to which the foregoing
                           indemnity relates. Should any claim covered by the
                           foregoing indemnity be asserted against NextTraffic,
                           NextTraffic shall notify MegaMedia promptly and give
                           it an opportunity to defend the same, and NextTraffic
                           shall extend reasonable cooperation to MegaMedia in
                           connection with such defense. In the event that
                           MegaMedia fails to defend the same within a
                           reasonable time, NextTraffic shall be entitled to
                           assume the defense thereof, and MegaMedia shall be
                           liable to repay NextTraffic for all its expenses
                           reasonably incurred in connection with the defense
                           (including reasonable attorneys' fees and settlement
                           payments).

                  vi.      In the event MegaMedia does not reimburse NextTraffic
                           as set forth above, then NextTraffic shall have a
                           right to set off the amount of such liability,
                           obligation or claim, including NextTraffic's other
                           expenses as set forth above, against monies due
                           MegaMedia by virtue of this or any other Agreement
                           between NextTraffic and MegaMedia, such amounts being
                           applied first to the next payment due and to each
                           payment due thereafter until such amount is repaid to
                           NextTraffic in full.

10.      MISCELLANEOUS.

         A.       Complete Agreement. These Agreement constitutes the complete
                  and exclusive statement of agreement among the parties with
                  respect to the subject matter described. This Agreement
                  replaces and supersedes all prior agreements, as to the
                  subject matter of this Agreement, by and among the parties or
                  any of them and no representation, statement, or condition or
                  warranty not contained in this Agreement is binding on any
                  party hereto or has any force or effect whatsoever.

         B.       Venue and Governing Law. This Agreement and the rights of the
                  parties hereunder are governed by, interpreted, and enforced
                  in accordance with the laws of the State of Florida and the
                  parties agree that venue for any action arising out of this
                  agreement or the subject matter of this agreement, is
                  restricted to Orange County Circuit, Florida, or the U.S.
                  District Court for the Middle District of Florida, Orlando
                  Division.

         C.       Terms. Common nouns and pronouns refer to the singular and
                  plural, identity of the person or persons, firm or corporation
                  as the context requires. Any reference to the Code,
                  Regulations or other statutes or laws will include all
                  amendments, modifications, or replacements of the specific
                  sections and provisions concerned.

         D.       Headings. All headings herein are inserted only for
                  convenience and ease of reference and are not to be considered
                  in the construction or interpretation of any provision of this
                  Agreement.

         E.       Severability. If any provision of this Agreement is held to be
                  illegal, invalid, or unenforceable under the present or future
                  laws effective during the term of this Agreement, such
                  provision is fully severable; this Agreement is to be
                  construed and enforced as if such illegal, invalid, or
                  unenforceable provision had never comprised a part of this
                  Agreement; and the remaining provisions of this Agreement will
                  remain in full force and effect and will not be affected by
                  the illegal, invalid, or unenforceable provision; there will
                  be added automatically as a part of this Agreement a provision
                  as similar in terms to such illegal, invalid, or unenforceable
                  provision as may be possible and be legal, valid and
                  enforceable.

         F.       Multiple Counterparts. This Agreement may be executed in
                  several counterparts, each of which is deemed an original but
                  all of which constitute one and the same instrument. However,
                  in making proof only one copy signed by the party to be
                  charged is required.

         G.       Additional Documents and Acts. Each party agrees to execute
                  and deliver additional documents and instruments and to
                  perform all additional acts necessary or appropriate to
                  effectuate, carry out and perform all of the terms,
                  provisions, and conditions of this Agreement and the
                  transactions contemplated hereby.

         H.       No Third Party Beneficiary. This Agreement is made solely and
                  specifically among and for the benefit of the parties hereto,
                  and their respective successors and assigns subject to the
                  express provisions hereof

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                  relating to successors and assigns, and no other person has or
                  will have any rights, interest, or claims hereunder or be
                  entitled to any benefits under or on account of this Agreement
                  as a third party beneficiary or otherwise.

         I.       Amendments. All amendments to this Agreement must be in
                  writing and signed by all the parties.

         J.       Notices. Any notice to be given or to be served on any party
                  hereto in connection with this Agreement must be in writing
                  and is deemed to have been given and received when deposited
                  in the U.S. mail, addressed specified by the party to receive
                  the notice.

                  As to MegaMedia:          57 West Pine Street, 3rd Floor
                                            Orlando, Florida 32081
                                            Attention: Legal Department


                  As to NextTraffic:



                  Any party may at any time, designate any other address in
                  substitution of the foregoing address to which such notice
                  will be given by giving written notice to the other party at
                  least (15) days prior to the date of delivery of the notice.

         K.       Reliance on Authority of Person Signing Regulations. In the
                  event that a party is not a natural person, no other party
                  will (a) be required to determine the authority of the
                  individual signing this Agreement to make any commitment or
                  undertaking on behalf of such Entity or to determine any fact
                  or circumstance bearing on the existence of the authority of
                  such individual or (b) be required to see to the application
                  or distribution of proceeds paid or credited to individuals
                  signing this Agreement on behalf of such Entity.

         L.       Attorney's Fees. In the event it shall be necessary for any
                  party to seek court intervention in order to enforce or defend
                  its rights hereunder, the prevailing party in any such action
                  shall recover from the non-prevailing, party or parties, all
                  reasonable attorneys' fees, costs and expenses incurred
                  therein.

         IN WITNESS WHEREOF, the undersigned have executed this Agreement, to be
effective as of the date last signed by all parties hereto.


/s/ William A. Mobley, Jr.                  1/7/2000
------------------------------------        --------
MegaMedia Networks, Inc.                        Date
By William A. Mobley, Jr., President


/s/ Harry Timmons                           1/7/2000
------------------------------------        --------
NextTraffic, Inc.                               Date
By Harry Timmons, President


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