CONSULTING SERVICES AGREEMENT
This  Consulting Services Agreement ("Agreement") is entered into by and between
Annuncio  Software,  Inc., a California corporation with an office at 2440 W. El
Camino  Real  Suite 300, Mountain View, CA 94040 ("Annuncio") and Nettaxi.com, a
Nevada  corporation,  with  offices  at  1696  Dell  Ave.,  Campbell,  CA  95008
("Company").  This Agreement is effective as of October 11, 2000 (the "Effective
Date").

 In consideration of the mutual covenants contained herein, the parties agree to
                       the following terms and conditions.

1.     SERVICES
       --------
Annuncio  agrees  to  perform  for  the company those consulting and/or advisory
services  ("Services") in the form and manner described in any properly executed
Statement  of  Work  ("SOW"),  such as that SOW attached hereto as Exhibit A and
made  a  part  hereof.  Each  SOW  shall  constitute  a separate agreement which
incorporates the terms and conditions of this Agreement.  In the event the terms
of the SOW conflict with the terms of this Agreement, the terms of the SOW shall
prevail.

2.     COMPENSATION
       ------------
2.1     Services.  For  all Services performed under an SOW or other request for
        ---------
Services  that  references  this  Agreement,  Company  shall  pay  Annuncio  for
performing  the  Services  as shown in the applicable SOW or at the then-current
Annuncio  standard  rates,  whichever  are  applicable.
2.2     Expenses.  The  Company shall also reimburse Annuncio for the reasonable
        ---------
and  necessary  travel  and  living  expenses  of  its  personnel engaged in the
performance  of  Services  at locations other than Annuncio facilities, together
with  other  reasonable  out-of-pocket  expenses  incurred  in  connection  with
performance  of  the  Services.
2.3     Payments.  Annuncio  shall  invoice  Company for all amounts on or after
        ---------
the  due  date.  Payment  terms  shall be net 30 days.  Any amounts due Annuncio
under  this Agreement not received by the date due shall be subject to a service
charge  of  one  and  one-half  percent  (1.5%) per month, or the maximum charge
permitted  by  law, whichever is less.  All payments are non-refundable.  Unless
Company  provides Annuncio with a valid tax exemption or direct pay certificate,
Company  is  responsible  for  all  taxes, duties, and customs fees which may be
assessed  on  the  amounts paid for Service performed hereunder, excluding taxes
based  on  Annuncio's  income.

3.     OBLIGATIONS
       -----------
3.1     Annuncio's  Obligations.  Annuncio  shall  perform  or  caused  to  be
        -----------------------
performed  the  obligations  described  in  each  SOW.  Annuncio  shall  provide
sufficient,  qualified  personnel capable of performing all of Annuncio's duties
and  obligations  under  this  Agreement  and  any  SOW.
3.2     Company's  Obligations.  Company  shall:
        -----------------------
(a)     designate and provide one (1) customer point of contact for a given SOW,
responsible  for answering and resolving Annuncio's questions and issues related
to  the  project(s)  described  in  the  SOW;
(b)     provide  sufficient,  qualified  personnel  capable of performing all of
Company's  duties  and  obligations  under  this  Agreement  and  under any SOW;
(c)     provide  Annuncio  with  reasonable  and  necessary  access to Company's
facilities  during  Company's  normal business hours and otherwise as reasonably
requested  by  Annuncio  in  order  to  facilitate Annuncio's performance of the
Services  outlined  in  each  SOW;
(d)     provide  Annuncio  with  such reasonable and necessary working space and
office  support (including but not limited to access to telephones, photocopying
equipment,  and  the  like)  as  Annuncio  may  reasonable  request;
(e)     perform such other duties and tasks specifically designated in an SOW to
facilitate  Annuncio's  performance  of  the  Services  outlined thereunder; and
(f)     provide  Annuncio  with at least ten (10) days advance notice of desired
staffing  extensions.  If  Company  provides  less  than  ten (10) business days
notice  for releasing consultants, Annuncio may invoice Company for two (2) full
days  of  consulting  Services  per  consultant  released.

4.     CONFIDENTIALITY
       ---------------
4.1     Definition.  Confidential Information means any information disclosed by
        -----------
either party ("Disclosing Party") to the other party ("Receiving Party"), either
directly  or  indirectly,  in  writing,  orally, electronically, visually, or by
inspection  of  tangible  objects  (including  without  limitation  documents,
prototypes,  samples,  plant  and  equipment),  which  is  designated  as
"Confidential,"  "Proprietary"  or  some  similar  designation  or  should  be
reasonable  understood  to  be  confidential  or  proprietary.  Confidential
Information includes, without limitation, all information relating to the source
code of any Annuncio Software, the operation of the Software, the Documentation,
or  the  terms  and conditions of this Agreement to be Confidential Information.
Company's  client  accounts and information concerning marketing and advertising
services,  all  site  and  business  development  plans, and specific events and
features  planned  for  or  by  Company  are  deemed  confidential  information.
Confidential  Information  also  includes, but is not limited to, trade secrets,
computer  programs,  software,  documentation,  formulas,  data,  inventions,
techniques,  marketing  plans,  strategies,  forecasts, customer lists, employee
information,  financial  information, confidential information concerning either
party's  business or organization, as either party has conducted it or as either
party may conduct it in the future, information concerning any or either party's
past,  current  or  possible  future  products or methods, including information
about  either  party's  research,  development,  engineering,  purchasing,
manufacturing,  accounting,  marketing,  selling,  leasing  and/or  software
(including  third  party  software).
4.2     Definition  Exclusion.  Confidential  Information  shall  exclude
        ----------------------
information  that:  (a)  was  independently


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developed  by  the  Receiving  Party  without  any use of the Disclosing Party's
Confidential  Information  or by the Receiving Party's employees or other agents
(or  independent  contractors  hired  by  the Receiving Party) who have not been
exposed to the Disclosing Party's Confidential Information; (b) becomes known to
the  Receiving  Party,  without  restriction,  from  a  source  other  than  the
Disclosing  Party  without  breach  of  this  Agreement  and that had a right to
disclose  it;  (c)  was  in  the  public  domain at the time it was disclosed or
becomes  in the public domain through no act or omission of the Receiving Party;
or  (d) was rightfully known to the Receiving Party, without restriction, at the
time  of  disclosure.
4.3     Non-use  and  Non-disclosure.  Each  party  agrees  not  to  use  any
        -----------------------------
Confidential  Information  of  the other party for any purpose except to perform
its  obligation  or exercise its rights under this Agreement.  Each party agrees
not to disclose any Confidential Information of the other party to third parties
or  to such party's employees, except those employees of the receiving party who
are  required  to  have  the  information  in  order  to  perform  such  party's
obligations  under  this  Agreement.  Neither  party  shall  reverse  engineer,
disassemble  or  decompile  any  prototypes,  software or other tangible objects
which  embody  the other party's Confidential Information and which are provided
to  the  party  hereunder.  Each  party  agrees  that  it  shall take reasonable
measures  to protect the secrecy of and avoid disclosure and unauthorized use of
the  Confidential  Information  of  the  other  party.  Without  limiting  the
foregoing,  each  party  shall  take  at  least  those measures that it takes to
protect  its own most rightly confidential information and shall ensure that its
employees  who  have  access to Confidential Information of the other party have
signed  a  non-use  and  non-disclosure  agreement  in  content  similar  to the
provisions  hereof,  prior to any disclosure of Confidential Information to such
employees.  Each  party  shall  reproduce  the  other party's proprietary rights
notices  on  any  such approved copies, in the same manner in which such notices
were  set  forth  in  or  on  the  original.
4.4     Compelled Disclosure.  If a Receiving Party is, or believes that it will
        ---------------------
be, compelled by a court or other authority to disclose Confidential Information
of  the  Disclosing  Party,  it shall give the Disclosing Party prompt notice so
that  the  Disclosing  Party  may  take  steps  to  oppose  such  disclosure.
4.5     Residuals.  Annuncio  shall  have the right to use and exploit Residuals
        ----------
for any purpose after the return of Company's Confidential Information.  As used
herein,  "Residuals" shall mean ideas, information and understanding retained in
          ---------
the  memory  of Annuncio's employees as a result of their review, evaluation and
testing of the Confidential Information of Company after the return thereof, but
shall  not  include  Company's  Confidential  Information.

5.     OWNERSHIP
       ---------
5.1     Definition.  For  purposes of this Agreement, the term "ownership" shall
        -----------                                             ---------
refer  to  ownership  of  all  intellectual  property  rights including, but not
limited  to  ,  all  patent,  copyright,  trade  secret and trademark rights, as
applicable,  with  respect  to  the  subject  intellectual  property.
5.2     Confidential Information.  Neither party shall obtain, by virtue of this
        -------------------------
Agreement,  any  rights,  title  or  interest in any Confidential Information or
other  property  or  materials  of  the other party or of third parties.  Within
fifteen  (15) days after termination of this Agreement, each party shall certify
in writing to the other that all copies of Confidential Information in any form,
including  partial  copies,  have  been  destroyed, returned  used solely as the
other  party  so  directs.
5.3     Work  Product.  For  any Work Product provided to Company by Annuncio in
        --------------
the  course  of performing the Services hereunder, Company agrees that such Work
Product  is  the  sole property of Annuncio, subject to the license contained in
this  Section  5.3  and  provided  that  Company  will  retain  any Confidential
Information  contained  in  the  Work  Product.  Work  Product  shall  mean  any
expression  of  Annuncio's  findings,  analyses,  conclusions,  opinions,
recommendations,  ideas,  techniques, know-how, designs, programs, enhancements,
software,  and  other technical information provided.  Annuncio hereby grants to
Company  a  worldwide,  perpetual, royalty-free license to use the work Product,
solely  for  its  own internal purposes and pursuant to the terms of the License
Agreement  between  Company and Annuncio.  NO other grants of licenses or rights
to  Company  shall  be  implied  from  the  provisions stated in this Agreement.
5.4     Further  Assurances.  Each  party  agrees  to  execute  any  additional
        --------------------
documents  deemed  reasonable necessary to effect and evidence the other party's
rights  with  respect  to  the  intellectual  property elements set forth above.

6.     TERMS  AND  TERMINATION
       -----------------------
6.1     Term.  This  Agreement will commence on the date first written above and
        -----
will  continue until final completion of the Services or termination as provided
below.
6.2     Termination.  Either party may terminate this Agreement at any time upon
        ------------
giving  ten  (10) business days prior written notice thereof to the other party,
provided,  however, that if such termination is based upon an allege breach of a
material  provision  of  this  Agreement  or an SOW, then the party allegedly in
breach  shall  have  thirty (30) days to cure the alleged breach.  Company shall
pay Annuncio for any Services performed up to the effective date of termination.
The  above  thirty  (30)  day  period  shall not apply to breaches of Section 4,
Confidentiality,  and  Section  5,  Ownership,  above.
6.3     Survival.  Upon  such  termination  all rights and duties of the parties
        ---------
toward  each  other  shall  cease  except  sections  entitled  Confidentiality,
Ownership,  Limitations of Remedies and Damages, Independent Contractor, Notice,
Separate  Agreement  and  Miscellaneous  shall  survive  termination  of  this
Agreement.

7.     WARRANTY.
       ---------
Each  party represents and warrants that (i) it has the right to enter into this
Agreement,  (ii)  an  authorized representative has executed this Agreement, and
(iii)  it will comply with any applicable laws and regulation pertaining to this
Agreement  and the provision of Services hereunder.  Annuncio also warrants that
the  Services  provided  hereunder  will  be  performed  in  a  workmanlike  and
professional  manner in accordance with recognized industry standards.  ANNUNCIO
DISCLAIMS  ALL


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OTHER  WARRANTIES,  EITHER  IMPLIED  OR  EXPRESS,  INCLUDING ANY AND ALL IMPLIED
WARRANTIES  OF  TITLE  MERCHANTABILITY,  FITNESS  FOR  A PARTICULAR PURPOSE, AND
NON-INFRINGEMENT.

8.     INDEMNITY.
       ----------
8.1     Patent  and  Copyright  Indemnity.  Annuncio  shall indemnify and defend
        ----------------------------------
Company  against  any  claims  that  any Work Product (as defined in Section 5.3
above)  delivered  to  Company  pursuant to this Agreement or any SOW under this
Agreement infringes any United States or Canadian  patent or copyright, provided
that  Annuncio  is  given  prompt notice of such claim and is given information,
reasonable assistance and the sole authority to defend or settle said claim.  In
defense  or  settlement  of  such  a  claim,  Annuncio  shall, in its reasonable
judgment  and  at  its  option  and expense; (i) obtain for company the right to
continue  to  use  the  work Product; (ii) replace or modify the Work Product so
that  it becomes non-infringing while giving equivalent performance; or (iii) if
Annuncio  cannot  obtain  the  remedies  in (i) or (ii), as its sole obligation,
terminate  the  license  for  the  infringing  Work  Product and return only the
Services  fees  paid  by  Company for such Work Product.  Annuncio shall have no
liability  to  indemnify  or  defend  Company  to  the  extent:  (i) the alleged
infringement  is  based on infringing information furnished by the company; (ii)
the  alleged  infringement  is the result of a modification made by anyone other
than  Annuncio;  or (iii) Company uses the Work Product other than in accordance
with  this  Agreement,  any  delivered documentation, or the underlying software
license  to  use  the  Work  Product.
8.2     Other  Indemnity.  Each party ("Indemnifying Party") shall indemnify and
        -----------------
hold the other party ("Indemnified Party") harmless against any claim, including
costs and reasonable attorneys' fees, in which the Indemnified Party is named as
a  result  of  the grossly negligent or intentional acts or grossly negligent or
intentional  failures to act by the Indemnifying Party, its employees or agents,
while  performing  obligation hereunder, which result in death, personal injury,
or tangible property damage.  This indemnification obligation is contingent upon
the  Indemnified  Party  providing  the  Indemnifying Party with Prompt  written
notice  of  such  claim, all necessary information, all reasonable assistance in
the  defense  of such action, and sole authority to defend or settle such claim.

9.     LIMITATION OF  REMEDIES  AND  DAMAGES.
       --------------------------------------
THE  LIABILITY  OF  ANNUNCIO  ARISING HEREUNDER SHALL BE LIMITED TO FEES PAID BY
COMPANY  HEREUNDER.  ANNUNCIO  SHALL  NOT  BE  LIABLE  FOR  ANY  CONSEQUENTIAL,
INCIDENTAL,  OR  INDIRECT DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS
OF  BUSINESS  PROFITS  AND/OR BUSINESS INTERRUPTION, WHETHER FORESEEABLE OR NOT,
AND WHETHER ARISING IN CONTRACT, TORT, OR NEGLIGENCE EVEN IF A REPRESENTATIVE OF
ANNUNCIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS
SHALL  APPLY  NOTWITHSTANDING  ANY  FAILURE  OF ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY.

10.     GENERAL.
        --------
10.1     Assignment.  Neither  party  may  assign this Agreement or any right or
         -----------
obligation  hereunder  without the other party's prior written consent; provided
however,  that  Annuncio  may  assign this Agreement without such consent to any
successor  as  a  result  of  any  merger,  consolidation  or  other  corporate
reorganization  of  such  party  or  any sale of all or substantially all of the
assets  of  Annuncio.  Notwithstanding  the  foregoing,  this Agreement shall be
binding upon and inure to the benefit of the permitted successors and assigns of
each  party.
10.2     Independent  Contractor.  Nothing in this Agreement shall in any way be
         ------------------------
construed  to constitute Annuncio as an agent, employee or representative of the
Company,  but  Annuncio  shall  perform the Services hereunder as an independent
contractor.
10.3     Non-Solicitation.  Company  acknowledges  and agrees that the employees
         -----------------
and  consultants  of  Annuncio  who perform the Services are a valuable asset to
Annuncio  and  are  difficult to replace.  Accordingly, Company agrees that, for
the term of this Agreement and for a period of 12 months thereafter, it will not
offer  employment  as  an employee, independent contractor, or consultant to any
Annuncio  employee  or consultant.  In the event Company breaches the provisions
of  this Section 10.3, the parties agree that it would be difficult to determine
the  amount  of  actual  damages to Annuncio that would result from such breach.
The  parties  further  agree that in the event Company breaches the provision of
this Section 10.3,  Company shall pay Annuncio liquidated damages of $50,000 for
each  such  breach,  which  is the parties' good faith estimate of the amount of
damages  to  Annuncio  from  such  breach.  IN  addition, unless Annuncio agrees
Company  shall  not  contract  for  implementation  -related  services  with any
Annuncio  subcontractors and former Annuncio or Annuncio subcontractor employees
who  voluntarily  departed  their  positions)  who  are  or  have  been directly
associated  with  Annuncio's  provision  of Services hereunder.  The prohibition
shall remain in effect for a period of six (6) months from the date of the third
party  departure.  Company's  failure  to  comply  with  this  provision  may at
Annuncio's  sole  discretion  result  in  (i)  Annuncio  removing  all  existing
consultant resources from Company sites and/or (ii) the immediate termination of
this  Agreement and any existing SOS in effect between the Parties, resulting in
no  further  obligation  by  Annuncio  to  provide  Services  to  Company.
10.4     Notice.  All  notices  or  other  communications  referenced under this
         -------
Agreement  shall  be  made  in writing and sent to the address designated above,
designated  in  a  specific  SOW,  or designated from time to time in writing by
either party.  All notices shall be deemed given to the other party if delivered
"receipt  confirmed" using one of the following methods: registered or certified
first  class  mail,  postage  prepaid; delivery by a recognized courier delivery
services;  or  electronic  mail.
10.5     Force  Majeure.  Except  for  Company's  obligation  to  pay  Annuncio,
         ---------------
neither  party  shall be liable for any failure to perform its obligations under
this  Agreement  or


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any  SOW  if  prevented  from  doing so by a cause or causes beyond its control,
including  without limitation, acts of God or public enemy, failure of suppliers
to  perform,  fire,  floods,  storms,  earthquakes,  riots,  strikes,  war  and
restraints  of  government.
10.6     Separate  Agreements.  All  Services  provided  herein  are  acquired
         ---------------------
separately  from  any  software  licenses  agreed  to  between  the  Parties.
Specifically, Company may acquire software licenses without consulting services.
Company  understands  and  agrees  that  this  Agreement and any SOW(s) comprise
separate  and  independent  contractual obligations from any software license or
exhibit  thereto.  Company  shall not withhold payments that are due and payable
under this Agreement because of the status of any software licenses or exhibits,
not  shall  Company  withhold  payments  that  are  due  and payable relating to
software  licenses  or  schedules  because  of  the  status  of  work  performed
hereunder.
10.7     Insurance.  Annuncio  shall  maintain  statutory  minimum  Workers'
         ----------
Compensation  and  Employer's Liability Insurance as required by the laws of any
state  or  country  in  which  Services  are  performed.
10.8     Miscellaneous.  This  Agreement  shall  be  governed by the laws of the
         --------------
State  of  California as applied to agreements entered into and performed within
California  by residents of that state.  Each party hereby expressly consents to
the nonexclusive personal jurisdiction and venue of the state and federal courts
located  in  the  federal  Northern District of California for any lawsuit filed
there  against  the  Company  arising  from or relating to this Agreement.  This
Agreement  and  the Exhibits hereto form the entire agreement of the parties and
supersede  any  prior  verbal  or  written  understandings,  communications,
representations  and  agreement  between the parties with respect to the subject
matter  hereof.  This  Agreement  may  only  be amended or modified by a writing
signed  by  a  duly  authorized  representative of both parties and all proposed
variations,  edits,  or  additions (whether submitted by Annuncio or Company) to
this  Agreement  or any SOW are objected to and deemed material unless otherwise
agreed  to  in  writing.  NO  purchase  order  or  other  ordering document that
purports  to  modify or supplement the printed text of this Agreement or any SOW
shall  add to or vary the terms of this Agreement or SOW.  Waiver of any term or
provision  of  this Agreement or forbearance to enforce any term or provision by
either  party  shall  not  constitute  a  waiver  as to any subsequent breach or
failure of the same term or provision or a waiver of any other term or provision
of  this  Agreement.

IN  WITNESS  WHEREOF,  the parties hereto have executed this Agreement as of the
day  and  year  first  above  written.


     ANNUNCIO  SOFTWARE,  INC.                  NETTAXI.COM
     By:  /s/  Karil  Reibold                   By:  /s/  Robert  Speicher
          -------------------                      -----------------------
     Print  Name:  Karil  Reibold               Print  Name:  Robert  Speicher
                   --------------                           ------------------
     Title:  CFO & VP Finance and Operations    Title: EVP Sales and Marketing
             ------------------------------            -----------------------


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