DEVELOPMENT AND
                            REVENUE SHARING AGREEMENT

     This  Agreement  is  made as of August 23, 2000, between Activeworlds.com,
                                     ----------
Inc.,  a  Delaware  corporation ("ACTIVEWORLDS") and Nettaxi.com, Inc., a Nevada
corporation  ("NETTAXI")  (each  individually  a  "PARTY"  and  collectively the
"PARTIES").

                                    RECITALS

     Activeworlds  develops  and  hosts on its servers three-dimensional virtual
Worlds  (defined  below),  which  can  be accessed at the Active Worlds Web Site
(defined below) by Internet users who download and use the Active Worlds Browser
(defined  below).

     Nettaxi  hosts  the  Nettaxi Web Site (defined below) which features online
communities  of  Internet  users.

     Activeworlds  desires  to  develop,  and  Nettaxi desires that Activeworlds
develop,  a  World  based  on  Nettaxi  design  specifications  to  be hosted on
Activeworlds'  servers and accessible by Internet users with a customized Active
Worlds  Browser  to  be  developed and owned by Activeworlds and co-branded with
Nettaxi.

     Activeworlds  and  Nettaxi agree to share the revenues resulting from sales
to  Internet  users  of  Active Worlds who subscribe to become Citizens (defined
below)  of  Active  Worlds  via  such  co-branded  Active  Worlds  Browser.

     In consideration of the mutual premises set forth herein and for other good
and  valuable  consideration,  the  receipt  and  sufficiency of which is hereby
acknowledged  and  accepted  by  each  of the parties hereto, and subject to the
terms and conditions stated herein, the parties hereby agree as set forth below.

                              TERMS AND CONDITIONS

     1.  Definitions.  In  addition to terms which are defined elsewhere in this
         -----------
Agreement, as used herein the following terms shall have the following meanings:

          1.1     "AGREEMENT"  means  this  Agreement, including any schedule or
annex  to  it.

          1.2     "ACTIVE WORLDS" means, for the purposes of this Agreement, the
computer  generated  three-dimensional  virtual  environment  accessible  at the
Activeworlds  Web Site where users may create virtual structures and interact in
real-time  with  other  users,  which  environment  may  be  accessed  via  the
Activeworlds  Web  Site for free as a visitor or as a Citizen upon payment of an
Annual  Fee.

          1.3     "ACTIVE  WORLDS  BROWSER"  means  the  proprietary  computer
software owned by Activeworlds which can be downloaded from the Activeworlds Web
Site  and  used  by  Internet  users  to  access  Active  Worlds.


<PAGE>
          1.4     "ACTIVEWORLDS  CONTENT"  means  any  text,  graphics,  design,
photography,  artwork, audio, video or other forms of expression which have been
created  by or which may be created in the future by Activeworlds, to the extent
that  they  do  not  consist  of  the  rights  of  third  parties.

          1.5      "ACTIVEWORLDS  INTELLECTUAL  PROPERTY" means any Confidential
Information  of  Activeworlds,  Activeworlds  Software  and  all  copyrights,
trademarks,  service  marks,  patents, trade secrets, tradenames, logos, designs
and  other  commercial symbols or designs utilized and/or owned by Activeworlds.

          1.6     "ACTIVEWORLDS  SOFTWARE"  means  the  proprietary  computer
software  owned  by  Activeworlds, including but not limited to the Activeworlds
Browser,  and  utilized  to  operate and provide functionality to Active Worlds.

          1.7     "ACTIVEWORLDS WEB SITE" means the Internet Web Site maintained
and  operated  by  Activeworlds  which  is  accessible  through  the  URL
www.activeworlds.com.

          1.8     "ANNUAL FEE" means the yearly fee charged by Activeworlds to a
person  to  register as a Citizen of Active Worlds. Such Annual Fee is presently
nineteen dollars and ninety-five cents (US $19.95) per year, but maybe increased
or  decreased  by  Activeworlds,  in its sole discretion, at any time during the
term  of  this  Agreement.

          1.9     "CITIZEN"  means,  for  purposes  of  this  Agreement,  any
individual  who  registers  with  Activeworlds  and  pays  the  Annual  Fee  to
Activeworlds for the purpose of allowing him or her to enter and interact within
Active  Worlds  as a citizen of Active Worlds with enhanced features (as opposed
to only being able to enter as a "tourist" and passively view Active Worlds with
limited  features).

          1.10     "CONFIDENTIAL  INFORMATION"  means any information in written
or  other  form  disclosed by one party to another party in connection with this
Agreement  and which the receiving party knows or has reason to know is regarded
as  confidential  information  by  the  disclosing  party.  The  Confidential
Information  will  include,  but  will  not  be  limited  to, trade secrets, the
structure,  sequence  and  organization of the source code of computer software,
marketing  plans,  techniques,  processes,  procedures  and  formulae  and data.

          1.11     "EFFECTIVE  DATE"  means  the  date  of  this  Agreement.

          1.12     "INTERNET"  means  the  world  wide  connection  of  computer
networks  providing  for the transmittal of electronic mail, online information,
information  retrieval  and  file  transfer  protocol.

          1.13     "NETTAXI CODED BROWSER" means the Active Worlds Browser being
customized  by  Activeworlds  to  contain  a  client  code  for  the  purpose of
identifying  Internet  users  who  access  Active  Worlds via such Nettaxi Coded
Browser.


                                      - 2 -
<PAGE>
          1.14     "NETTAXI  CONTENT"  means  any  text,  graphics,  design,
photography,  artwork,  audio,  video  or other materials or forms of expression
which  are owned or have been created by Nettaxi, to the extent that they do not
consist  of  the  rights  of  third  parties.

          1.15     "NETTAXI  INTELLECTUAL  Property"  means  all  copyrights,
trademarks,  service  marks,  patents, trade secrets, tradenames, logos, designs
and  other  commercial  symbols  or  designs  utilized  and/or owned by Nettaxi.

          1.16     "Nettaxi WEB SITE" means the Internet Web Site maintained and
operated  by  Nettaxi  which  is  accessible  through  the  URL www.nettaxi.com.

          1.17     "NETTAXI  WORLD"  means  the World created by Activeworlds in
Active  Worlds  which  shall  contain  the  design  specifications  set forth on
Schedule  1.
-----------

          1.18     "WEB  SITE"  means  any  location  accessible on the Internet
through  the  World  Wide Web, which provides multimedia content via a graphical
user  interface.

          1.19     "WORLD"  means  a  section  of  the  three-dimensional,
interactive,  virtual  environment  that  comprises  Active  Worlds and which is
generally  designed  around  a  specific  theme  (e.g.,  AlphaWorld).

          1.20     "WORLD WIDE WEB" means a method of representing and obtaining
graphical  data  and  linking  data  items  used  by  Internet  users.

     2.  Development  of  Nettaxi  World  and  the  Nettaxi  Coded  Browser,
         ---------------  -------------------------------------------------

          2.1     The  Nettaxi  World.  Activeworlds  hereby  agrees  to create,
                  -------------------
develop  and  host  on  its  server  or  servers  Nettaxi  World  based  on  the
specifications  set  forth  on  Schedule  1  hereto.  The  Activeworlds  Content
                                -----------
developed  by  Activeworlds  for  Nettaxi  World will cover up to 40,000 virtual
square  meters  of  virtual land. Activeworlds will make additional virtual land
available  to  users  of Nettaxi World to build their own virtual structures and
content.

          2.2     Development  of  Nettaxi  Coded  Browser.  Activeworlds  shall
                  ---------------  -----------------------
develop  the  Nettaxi  Coded Browser, which shall be a co-branded version of the
Active  Worlds  Browser containing a splash screen provided by Nettaxi and which
shall contain a Nettaxi client identification code. Activeworlds shall work with
Nettaxi  to  make  the  Nettaxi  Coded  Browser  available  for  download  and
installation  via a link on the Nettaxi Web Site. An Internet user who downloads
and  installs  the  Nettaxi  Coded Browser may use it to access Worlds in Active
Worlds,  including  Nettaxi World, and to register to become a Citizen of Active
Worlds.

          2.3     Splash Screen. Nettaxi shall provide Activeworlds with a 256 x
                  -------------
256 pixels picture to be used as the splash screen for the launch of the Nettaxi
Coded  Browser.


                                      - 3 -
<PAGE>
     3.     Promotion  of  Nettaxi  World.
            -----------------------------

          3.1     Nettaxi  Link.  Nettaxi  shall  promote  the Nettaxi World and
                  -------------
Active Worlds World by providing on the home page of the Nettaxi Web Site a link
to  Nettaxi  World.  Such  link shall be co-branded with Activeworlds using such
Activeworlds  logo  or  trademark  as is agreed to by Activeworlds and permitted
pursuant  to  the  terms  of  this  Agreement.

          3.2     Nettaxi  E-mail  Promotion.  Within  ten  (10)  days  of  the
                  --------------------------
completion  of  Nettaxi  World,  Nettaxi  shall  transmit  one (1) direct e-mail
promotion  message to each user of the Nettaxi Web Site (which shall not include
any  user  which has requested that Nettaxi refrain from using his or her e-mail
address  for  promotional  purposes).  The text of such e-mail promotion message
shall  be  jointly  agreed  upon  by  Nettaxi  and  Activeworlds  prior  to  the
transmission  of  such  message.

          3.3     Nettaxi  Web  Site  Promotion.  Within  five  (5)  days of the
                  -----------------------------
completion  of Nettaxi World, Nettaxi shall post a prominent announcement on the
home  page of the Nettaxi Web Site promoting the Nettaxi World and Active Worlds
World.  The  text  of  such  Nettaxi  Web Site promotional announcement shall be
jointly  agreed  upon  by  Nettaxi and Activeworlds prior to the posting of such
announcement.  Such announcement shall remain continuously posted on the Nettaxi
Web  Site  for  at  least  sixty  (60)  days  following  its  initial  posting.

     4.     Advertising  in  Nettaxi  World.
            -------------------------------

          4.1     Nettaxi  World  Advertisements.  Activeworlds  shall  design
                  ------------------------------
Nettaxi  World  to  accommodate  advertisements in the form of three-dimensional
billboards,  virtual  blimps  or  other  graphical  images.

          4.2     Advertising  Procurement  by  Nettaxi.  Nettaxi  shall  be
                  -------------------------------------
exclusively  responsible  for  all  aspects  of  arranging  for  and  changing
advertisements  in  Nettaxi World, including without limitation, negotiating and
entering  into  contracts  with  advertising  vendors.  Activeworlds  is  not
responsible  for  maintaining  or  changing  such  advertisements,  or  for  any
liability  in  connection with such advertisements, and Nettaxi hereby agrees to
indemnify  and  hold  harmless Activeworlds from any liability arising from such
advertisements.

          4.3     Marketing  and  Promotion  by Nettaxi. Nettaxi agrees that its
                  -------------------------------------
marketing  and  advertising  efforts  regarding  Nettaxi  World shall be of high
quality, in good taste, and will preserve the professional image and reputations
of  the  parties.  Nettaxi  shall  not  permit  the  use  of  any advertising or
promotional  material  which  makes  reference  to another party or uses another
parties  trademarks  without  review  and  prior  written approval of such other
party.  Activeworlds shall retain the right to reject any advertisement which it
shall  determine  in  its  sole  discretion is not in good taste or is otherwise
offensive  or  harmful.

     5.     Cost  of  Development.  Activeworlds  shall develop and host Nettaxi
            ----------------------
World  and  shall  develop  the  Nettaxi  Coded  Browser  at no cost to Nettaxi.


                                      - 4 -
<PAGE>
     6.     Revenue Sharing. Activeworlds agrees to pay to Nettaxi fifty percent
            ---------------
(50%)  of  any  Annual Fee collected by Activeworlds from a Citizen who uses the
Nettaxi Coded Browser to purchase such citizenship. Activeworlds shall make such
payments  to Nettaxi within thirty (30) days after each month in which such fees
are received by Activeworlds with respect to fees received in such month. In the
event  any such user cancels their citizenship, and such cancellation results in
there  being  a  refund  of  all or any part of any Annual Fee, Nettaxi shall be
required  to  repay to Activeworlds the amount of such refunded Annual Fee. Such
repayment  may be effected through Activeworlds' offsetting any amounts owing to
Nettaxi.

     7.     Audits.
            ------

          7.1     Examination  of Records. Activeworlds shall retain a record of
                  -----------------------
Annual Fees paid by Citizen registrations made through the Nettaxi Coded Browser
for  a  period  of  at  least  three  (3)  years  after  the  submission  of the
corresponding payment referenced in this Agreement. Nettaxi shall have the right
to  make  an  examination and audit, with not less than thirty (30) days notice,
not  more  frequently  than  twice  during  any twelve (12) month period, of all
records  and  accounts  kept by the other party as may reasonably be expected to
contain  information  bearing  upon  the  amount  of  fees  payable  under  this
Agreement.  Examinations  and  audits shall be conducted during regular business
hours,  shall not unreasonably interfere with an audited party's normal business
and  shall  last  no longer than three (3) business days. Prior to conducting an
examination,  each  auditor  shall  sign  any separate confidentiality agreement
reasonably  requested by the party to be audited. The auditors shall report only
to  the  audited  and  auditing  parties  and  only  whether  there has been any
underpayment  and, if so, the amount thereof. Prompt adjustment shall be made by
the  proper  party  to  compensate for any errors or omissions disclosed by such
examination  or  audit. Neither such right to examine and audit nor the right to
receive  such  adjustment  shall  be  affected  by any statement to the contrary
appearing  on  checks  or  otherwise  unless such statement appears in a letter,
signed  by  the  party  having such right, expressly waiving such right and such
letter  is delivered to the other appropriate party. The costs of any such audit
shall  be  borne  by  the  auditing party, unless the results of the audit shall
disclose a deficiency in payments due to the auditing party of greater than five
percent  (5%) for the audited period, in which case the non-auditing party shall
bear  the  costs  of  the  audit.

          7.2     Audit  Confidentiality.  Except  to  the  extent  necessary to
                  ----------------------
establish a party's right to payment of fees 'under this Agreement and then only
in  a court of law or other legal proceeding, the auditing party shall hold, and
shall  require any third party retained by the auditing party for the purpose of
such  audit to hold, all information obtained from the audited party pursuant to
this  section in confidence and shall not disclose such information to any other
person  or  entity  without  the  audited  party's  prior  written  consent.

     8.     Technical  Support.  Each  party  agrees  to  furnish, at no charge,
            ------------------
technical support to each of the other party's support and development personnel
as  is  reasonably  required to carry out the provisions of this Agreement. Such
technical  support  shall  be


                                      - 5 -
<PAGE>
furnished  during  regular  business hours (excluding weekends and holidays) via
telephone, electronic mail, or as otherwise agreed upon by the parties from time
to  time.

     9.     Confidential  Information.
            -------------------------

          9.1     Obligations of Confidentiality. Confidential Information shall
                  ------------------------------
remain  the  property  of  the originating party and, unless otherwise agreed in
writing,  such  Confidential Information: (i) shall be treated in confidence and
used  only  for  the  purposes  of  performing  obligations or exercising rights
granted under this Agreement; (ii) shall not be reproduced or copied in whole or
in  part, except as necessary for use as authorized in this Agreement; and (iii)
shall,  together  with  any  copies  thereof,  be  returned, be destroyed, or if
recorded  on an erasable storage medium, be erased when no longer needed or upon
the  termination  of  this  Agreement,  whichever  occurs  first.  Each  party
acknowledges that the Confidential Information is a special, valuable and unique
asset  of  the  other and has been obtained or compiled at great expense to said
party.  Each  party  will  safeguard  and  keep  confidential  such Confidential
Information including abiding by the policies and regulations established by the
parties  from  time  to  time  for  protection of such Confidential Information.
Unless  agreed by the disclosing party in writing, the receiving party shall not
disclose any Confidential Information of the disclosing party, by publication or
otherwise,  to any person other than employees and contractors (such as contract
manufacturers  or  software  developers)  who  (i)  are  bound  to  written
confidentiality obligations consistent with and at least as restrictive as those
set  forth herein and (ii) have a need to know such Confidential Information for
purposes  of enabling a party to exercise its rights and perform its obligations
pursuant  to  this  Agreement. The foregoing confidentiality obligation shall be
effective  for  a  period  of  five  (5)  years  after  first  disclosure of the
Confidential  Information  pursuant  to  the  terms  of this Agreement, provided
however,  that each party will comply with any obligations of confidentiality as
may  be  imposed  pursuant  to  agreements with third parties for longer periods
(each  party  hereby  shall disclose to the other in writing such obligations of
confidentiality  that  may  be  imposed  pursuant  to such agreements with third
parties  at  the  time  of  disclosure).

          9.2     Injunctive Relief. Each party further acknowledges that due to
                  -----------------
the  nature  and  value  of  the  Confidential  Information,  disclosure of such
information  would  work an irreparable and immediate harm to the other party or
parties,  for which there is no adequate remedy at law, and either a restraining
order  and/or  an injunction may forthwith issue against said party with respect
to  any  such disclosure or threatened disclosure by said party or anybody under
said  party's  direction  and/or  control.

          9.3     Exceptions. The obligations under this section shall not apply
                  ----------
to  any  information that (i) is or becomes available without restriction to the
general  public  by  acts  not attributable to the receiving party or any of its
legally  recognized subsidiaries or their employees; (ii) was rightfully in said
receiving  party's  or  its  legally  recognized subsidiaries' possession before
disclosure hereunder to the receiving party; (iii) is independently developed by
said  receiving  party  or its legally recognized subsidiaries, or is rightfully
disclosed  to  said  receiving party or its legally recognized subsidiaries by a


                                      - 6 -
<PAGE>
third party without restrictions on disclosure; (iv) is required to be disclosed
by  a  court  of  competent  jurisdiction,  provided  the  party  disclosing the
Confidential  Information  gives the other party reasonable notice to allow such
other  party  to  attempt  to  obtain  a  protective  order.

          9.4     Confidentiality  of Agreement. Except as otherwise agreed upon
                  -----------------------------
in  writing,  each  party agrees that the terms and conditions of this Agreement
shall  be  treated  as  Confidential  Information;  provided that each party may
disclose  the  terms and conditions of this Agreement: (a) to legal counsel; (b)
in  confidence, to accountants, banks, and financing sources and their advisors;
and  (c)  in confidence, in connection with the enforcement of this Agreement or
rights  under  this  Agreement.

     10.     LIMITATION  OF LIABILITY. EXCEPT FOR ANY LIABILITY ARISING OUT OF A
             ------------------------
BREACH  OF THE CONFIDENTIALITY PROVISIONS OF THIS AGREEMENT, NEITHER PARTY SHALL
BE LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF MARKET OR OPPORTUMTY AND/OR
INCIDENTAL  OR CONSEQUENTIAL LOSS OR DAMAGE HOWSOEVER ARISING IN CONNECTION WITH
THE  SUBJECT  MATTER  OF  THIS  AGREEMENT,  PURSUANT  TO  ANY CLAIM IN CONTRACT,
NEGLIGENCE,  TORT,  STRICT  LIABILITY,  OR  OTHER  THEORY.

     11.     Term  and  Termination.
             ----------------------

          11.1     Term of Agreement. This Agreement shall continue in force for
                   -----------------
a  term  of one (1) year, and shall continue for successive one (1) year periods
thereafter  unless  terminated by either party prior to the commencement of such
subsequent  period.

          11.2     Termination.  If any of the events described below occur with
                   -----------
respect  to  a  party,  then, notwithstanding the language of this section, this
Agreement  may be terminated immediately by the non-breaching party upon written
notice  to  the  breaching  party:

               (a)     In  the  event that any party: becomes insolvent; files a
voluntary  petition  in  bankruptcy  or  liquidation;  proposes any dissolution,
liquidation,  reorganization,  or  recapitalization  with  creditors,  has filed
against  it  any involuntary petition in bankruptcy or liquidation or a receiver
is  appointed  or takes possession of the party's property, and such petition or
receiver  is  not  dismissed or stayed within sixty (60) days after such filing,
appointment  or  taking  possession;  makes  an  assignment  for  the benefit of
creditors,  or is adjudicated as bankrupt; or takes any similar action under the
laws  of  any  jurisdiction;  or

               (b)     In the event any party becomes unable to pay its debts as
they  mature  in  the  ordinary course of business or makes an assignment for he
benefit  or  creditors;  or

               (c)     In  the event of any material breach of this Agreement at
the  option  of  the  non-breaching  party.


                                      - 7 -
<PAGE>
          11.3     Duties  Upon  Termination  or  Expiration. Upon expiration or
                   -----------------------------------------
termination  of  this  Agreement:

               (a)     Each party shall immediately delete all references to the
other  party  from  its  web  site  or  other  marketing  materials;

               (b)     All  rights  and  obligations  of  the  parties  shall be
cancelled;  and

               (c)     Each  party  shall  return  to  the  other  party  all
Confidential  Information  of  such  other  party  all  of  such  other  party's
materials,  software  and  catalogues  relating  to  patents,  trade secrets and
proprietary  rights  as  well  as  all promotional and non promotional materials
originally  furnished  by  such  other  party  that  are  in  such first party's
possession  or  control.

          11.4     Injunctive  Relief.  Each  party  further  acknowledges  that
                   ------------------
violation  of  the  provisions  of  this  section  would work an irreparable and
immediate  harm  to  the  other party or parties, for which there is no adequate
remedy at law, and either a restraining order and/or an injunction may forthwith
issue  against  said  party  with  respect  to  such party's obligations (or the
obligations  or  anybody under said party's direction and/or control) under this
section.

     12.     Ownership  and  Use  of  Intellectual  Property.
             -----------------------------------------------

          12.1     Ownership Representations. Each party warrants and represents
                   -------------------------
to  the  other party that such other party's permitted use of such first party's
technology  or  information will not violate or infringe upon the patents, trade
secrets,  trademarks,  service  marks  or  copyrights  of  third  parties.

          12.2     Publicity  and  Use  of  Trademarks.  Except  as specifically
                   --------------  -------  ----------
provided  under the terms of this Agreement, each party agrees that it will not,
without the prior written permission of the other party, (i) use in advertising,
publicity,  packaging,  labeling  or  otherwise any trade name, trademark, trade
device,  service  mark,  symbol or any other identification or any abbreviation,
contraction or simulation thereof owned by the other party or any of its legally
recognized  subsidiaries  or  used  by  the  other  party  or any of its legally
recognized  subsidiaries  to  identify  any of such party's or its subsidiaries'
products  or  services;  or  (ii)  represent,  directly  or indirectly, that any
product  or  service  of the other party is a product or service of it or any of
its  legally  recognized  subsidiaries or is made in accordance with or utilizes
any  information  or  documentation  of  the  other  party or any of its legally
recognized  subsidiaries.  Nothing  contained  herein  shall  be  construed  as
conferring  by  implication, estoppel or otherwise, any license or right for any
party  to use any name, trade name, trademark, service mark, symbol or any other
identification or any abbreviation, contraction or simulation thereof, except as
expressly  set  forth  herein.

          12.3     Ownership  and  License  of  Nettaxi  Content.  Nettaxi shall
                   ---------------------------------------------
retain  all  right,  title  and  interest  in  and to Nettaxi Content, including
without  limitation  derivative  works  thereof  Nettaxi  hereby  grants  to
Activeworlds  an  exclusive,  world-wide,  royalty-


                                      - 8 -
<PAGE>
free,  perpetual license to use Nettaxi Content in the creation of Nettaxi World
and  the  Nettaxi  Coded  Browser.

          12.4     Ownership  of Activeworlds Content. Intellectual Property and
                   -------------------------------------------------------------
Software.  Activeworlds shall retain all right, title and interest in and to all
--------
Activeworlds  Content  and  Activeworlds  Intellectual  Property.  Nettaxi
acknowledges  that  no  license  or  transfer  of  any  Activeworlds  Content or
Activeworlds  Intellectual  Property is effected under this Agreement and agrees
that  it  will  do  nothing  inconsistent  with  Activeworlds'  ownership  of
Activeworlds Content and Activeworlds Intellectual Property. Nettaxi agrees that
Activeworlds  shall  be  provided  with  credit  as  the  owner  of Activeworlds
Software,  Nettaxi  World  and  the  Nettaxi Coded Browser and further agrees to
place  Activeworlds  copyright notices or other Activeworlds proprietary legends
on the Nettaxi Web Site in a form and manner acceptable to, and as requested by,
Activeworlds.

          12.5     Protection  of Intellectual Property Rights. Each party shall
                   -------------------------------------------
utilize  its  best  efforts  to  protect the intellectual property rights of the
other  party.

          12.6     Restrictions  on Use. Nettaxi agrees that it will not modify,
                   --------------------
disassemble,  reverse  engineer  or  reverse  compile any Activeworlds Software.

     13.     Indemnification.
             ---------------

          13.1     Nettaxi  Indemnification.
                   ------------------------

               (a)     Nettaxi shall, at its expense, defend, indemnify and hold
harmless  Activeworlds,  and  its  officers, directors and employees, agents and
independent  contractors  from  any and all costs, damages, liabilities and fees
reasonably  incurred  by  Activeworlds,  including  but  not  limited to fees of
attorneys  and other professionals, with respect to any claims, actions, demands
or proceedings arising out of or in any way related to (1) any breach by Nettaxi
of  this  Agreement,  including  any  breach  of  Nettaxi's  warranties  and
representations  or any breach of secrecy and/or confidentiality under the terms
of  this  Agreement;  and  (ii)  any infringement or alleged infringement of the
rights  of  any  person  occurring through the use or commercial exploitation of
Nettaxi  Content, to the extent arising solely from the Nettaxi Coded Browser or
Nettaxi World, provided that Activeworlds gives prompt written notice to Nettaxi
of  any such claim, action, demand or proceeding; Activeworlds allows Nettaxi to
control  the  defense and related settlement negotiations (except in the case of
any  claim, action, demand or proceeding relating to Activeworlds Software); and
Activeworlds  fully  assists  in  the  defense  so  long  as  Nettaxi reimburses
Activeworlds  for  its reasonable expenses and employee time. Activeworlds shall
have the right to offset any amounts owing from it to Nettaxi against the amount
of  any  claim  as  to  which  it  is  entitled  to  indemnficiation  hereunder.

               (b)     In  the  event  that any such claim, action, or demand is
made  against  Activeworlds,  Activeworlds  will  promptly  furnish Nettaxi with
copies  of  any and all documents (inclusive of all correspondence and pleadings
other than attorney-client communications) pertaining thereto. Activeworlds will
also  keep  Nettaxi  continuously


                                      - 9 -
<PAGE>
and  fully  informed  in  a  timely manner as to the status of the same and will
provide  Nettaxi  with  copies  of  any additional documents pertaining thereto.

          13.2     Activeworlds  Indemnification.
                   -----------------------------

               (a)     Activeworlds shall, at its expense, defend, indemnify and
hold  harmless  Nettaxi,  and its officers, directors, and employees, agents and
independent  contractors  from  any and all costs, damages, liabilities and fees
reasonably  incurred  by Nettaxi, including but not limited to fees of attorneys
and  other  professionals,  with  respect  to  any  claims,  actions, demands or
proceedings arising out of or in any way related to (i) a breach by Activeworlds
of  this  Agreement,  including  any  breach  of  Activeworlds'  warranties  and
representations  or any breach of secrecy and/or confidentiality under the terms
of  this  Agreement; and (ii) any infringement or alleged infringement of rights
of  any  person  occurring  through  the  use  or  commercial  exploitation  of
Activeworlds  Content,  to  the  extent  arising  solely  from the Nettaxi Coded
Browser  or  Nettaxi World, provided that Nettaxi gives prompt written notice to
Activeworlds  of  any  such  claim, action, demand or proceeding; Nettaxi allows
Activeworlds  to control the defense and related settlement negotiations (except
in  the  case of any claim, action, demand or proceeding relating to the Nettaxi
Intellectual  Property);  and  Nettaxi  fully  assists in the defense so long as
Activeworlds  reimburses  Nettaxi for its reasonable expenses and employee time.
Nettaxi shall have the right to offset any amounts owing from it to Activeworlds
against  the  amount  of any claim as to which it is entitled to indemnficiation
hereunder.

               (b)     In  the  event  that  any  such  claim, action, demand or
proceeding  is  made against Nettaxi, Nettaxi will promptly furnish Activeworlds
with  copies  of  any  and  all  documents  (inclusive of all correspondence and
pleadings other than attorney-client communications) pertaining thereto. Nettaxi
will  also  keep Activeworlds continuously and fully informed in a timely manner
as  to  the status of the same arid will provide Activeworlds with copies of any
additional  documents  pertaining  thereto.

     14.     No  Agency  Created.  The  relationship  of  the parties under this
             -------------------
Agreement  shall be and at all times remain one of independent contractors. This
Agreement  does not render either party the agent, legal representative, partner
or  employee of the other party. Neither party is granted the right or authority
to  assume  or to create any obligation or responsibility on behalf of or in the
name  of  the  other  party or to bind the other party in any manner whatsoever.

     15.      Nothing  Construed. Nothing contained herein shall be construed as
              ------------------
an  obligation  upon either party to furnish the other party or any other person
or  entity,  any information; documentation or assistance of any kind whatsoever
except  as  set  forth  herein.

     16.     Notices.  For the purpose of all communications or notices required
             -------
by  this  Agreement, the same should be sent to the undersigned, as appropriate,
at  the  address  set  forth  on the signature page of this Agreement, or at any
other  address  which  a  party  may  specify  to  the  other  party in writing.


                                     - 10 -
<PAGE>
     17.     Agreement  Prevails; Severability; Non-Waiver. This Agreement shall
             ---------------------------------------------
prevail  notwithstanding any conflicting terms or legends which may appear on or
in  any items furnished by one party to the other party under this Agreement. If
any  provision(s)  of  this  Agreement  are  held  to  be  invalid,  illegal  or
unenforceable,  the  validity,  legality  and  enforceability  of  the remaining
provisions  shall not in any way be affected or impaired thereby. The failure of
any  party  to  enforce  any  of  the  provisions of this Agreement shall not be
construed  to  be a waiver of the right of such party thereafter to enforce such
provisions  or  other  provisions  of  this  Agreement.

     18.     Assignment.  The  parties  agree  that  each  party may assign this
             ----------
Agreement  to  a  legally recognized subsidiary, or a successor to substantially
all  of  the  relevant  business  of  said party, provided that any such legally
recognized subsidiary or assignee of said party agrees in writing to be bound by
all of the terms of this Agreement and has adequate assets with which to satisfy
its  obligations  arising  hereunder.

     19.     Integration; Interpretation. This Agreement (i) has been negotiated
             ---------------------------
at  arm's length between persons knowledgeable in the subject matters dealt with
herein,  and  with  representation  by  experienced legal counsel, and (ii) sets
forth  the  entire  agreement  and  understanding  between the parties as to the
subject matter hereof and merges all prior discussions between them. None of the
parties shall be bound by any warranties, understandings or representations with
respect  to such subject matter other than as expressly provided herein, or in a
writing  executed  with  or  subsequent to the execution of this Agreement by an
authorized  representative  of the party to be bound thereby. Any rule of law or
legal  decision  that  would  require  interpretation of any ambiguities in this
Agreement  against  the  party  that  drafted it shall not be applicable and are
waived  by the parties. The provisions of this Agreement shall be interpreted in
a reasonable manner to effect the purposes of the parties and of this Agreement.

     20.     Third  Parties.  Unless  expressly  stated  herein to the contrary,
             --------------
nothing in this Agreement, whether express or implied, is intended to confer any
rights  or  remedies  under  or  by  reason  of this Agreement on any persons or
entities  other  than  the  parties  hereto  and  their respective successors or
permitted  assigns.

     21.     Force  Majeure. No party shall be liable for any failure to perform
             --------------
its  obligations  in  connection with any action described in this Agreement, if
such  failure  results  from  any  act  of  God, riot, war, civil unrest, flood,
earthquake,  or  other  similar  cause  beyond  such  party's reasonable control
(including  any  mechanical, electronic or communications failure, but excluding
failure  caused  by  a  party's  financial  condition  or  negligence).

     22.     Amendments.  The  provisions  of this Agreement may not be amended,
             ----------
supplemented,  waived  or  changed  orally,  but only by a writing signed by the
party  as  to  whom  enforcement  of  any  such amendment, supplement, waiver or
modification  is  sought,  making  specific  reference  to  this  Agreement.

     23.     Captions.  The  descriptive  captions  contained  herein  are  for
             --------
convenience  only and shall not control or affect the meaning or construction of
any  provision  hereof.


                                     - 11 -
<PAGE>
     24.     Venue  and  Governing Laws. Venue for all proceedings in connection
             --------------------------
with  this  Agreement  shall  be  in  Suffolk  or  Essex County, Commonwealth of
Massachusetts and all aspects of this Agreement shall be governed by the laws of
the  Commonwealth  of  Massachusetts.

     25.     Attorneys Fees and Costs. In connection with any litigation arising
             ------------------------
out  of  or  in  connection  with  this Agreement, the prevailing party shall be
entitled to recover all of its costs incurred in connection therewith, including
reasonable  attorney  and  paralegal  fees  at  the  trial and appellate levels.

     26.     Survival.  The  obligations  of  the  parties  with  respect  to
             --------
Confidential  Information  and  indemnification shall survive any termination of
this  Agreement.

     27.     Counterparts;  Facsimile.  This Agreement may be executed in one or
             ------------------------
more  counterparts,  each  of which shall be deemed an original and all of which
shall  be  deemed to be one instrument. A facsimile of this Agreement evidencing
the fact of execution by the parties hereto shall constitute sufficient evidence
of  acceptance  of  the  terms  of  this  Agreement.

     IN  WITNESS  WHEREOF, the parties hereto have executed this Agreement as of
the  date  indicated.


                                    NETTAXI.COM,  INC.
                                    1696  Dell  Avenue
                                    Campbell,  CA  95008


                                    By: /s/ Bob Speicher, V.P. Sales/Marketing
                                        --------------------------------------
                                        Bob Speicher, V.P. Sales/Marketing


                                    ACTIVEWORLDS.COM,  INC.
                                    95  Parker  Street
                                    Newburyport,  MA  01950

                                    By:
                                        --------------------------------------
                                        Richard F. Noll, President and CEO


                                     - 12 -
<PAGE>