NETTAXI.COM CONTRACT -- WITH INTERNET FUEL.COM, INC.
---------------------
EXIT TRAFFIC AGREEMENT

CONTRACT DATED: 1/1/2000


NETTAXI  AGREES  TO:
-------------------
-    Send  Exit  Traffic:  We will send Exit Traffic from our site to the sites
     -------------------
     represented  by  Internet  Fuel.  These  include  but  are  not limited to:
     Advertising.com  Inc.,  L90  Inc.,  BigMailBox.com  Inc.,  GoHip.com, Inc.,

-    Assign  one of ouremployees as a Coordinator (primary contact for Internet
     -------------- -----------------------------
Fuel).
-    Keep  confidentiality  at  all  times.
     ---------------------
-    Indemnify  and  hold  harmless: Internet Fuel, its subsidiaries, etc. etc.
     ------------------------------
     from  any  action  brought  about  by  Nettaxi  negligence  or  breach


INTERNET  FUEL  AGREES  TO:
--------------------------
-    Pay  to Nettaxi - (for each console of Exit Traffic launched to the client
     ---------------
     sites)  $.005  per  console  redirect.
-    Coordinate the reporting of all statistical info relating to Exit Traffic,
     -------------------------------------------------------------------------
     and  make  available  on-line  and  as  a  Summary report with each billing
     invoice.
-    Keep  confidentiality  at  all  times.
     ---------------------


TERM OF CONTRACT:  One  Year,  (1/1/2000  thru  1/1/2001)
----------------

TERMINATION
-----------
No  termination  during  the  first  30  days  of  contract,  except  for cause.
After  the  first  month,  either party may terminate the agreement with 30 days
written  notice.

FEES  DUE  TO  NETTAXI
----------------------
For  each  console  of  Exit Traffic launched to the client sites:     $.005 per
console  redirect.


OTHER  TERMS  AND  CONDITIONS
-----------------------------
     -    Relationship  between  parties  is  that  of  Buyer  and  Seller  (not
          partnership  or  joint  venture).
     -    Cumulative  remedies  -  no waiver (see contract for actual language).
     -    Binding  nature  of  contract  upon  successors  and  assigns.
     -    Contract  will  be  enforced  in  Los  Angeles  courts  only.
     -    Waiver  of  Jury Trial. - no jury trial is allowable by this contract.
     -    Prevailing  party  will be entitled to reasonable legal fees and costs
          in addition  to  any  other  court-ordered  relief.


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                             EXIT TRAFFIC AGREEMENT

THIS  AGREEMENT  (this  "Agreement")  is  made  on  January  1st,  2000;  and is
between  Nettaxi,  a  Nevada corporation having its offices located at 1696 Dell
Avenue,  Campbell,  California 95008 ("Nettaxi"), and Internet Fuel.com, Inc., a
California  corporation  having  its  offices  located  at 9800 D Topanga Canyon
Boulevard,  #318,  Chatsworth,  CA  91311  ("the  Company").

                                    RECITALS:
                                    --------

     A.     The  Company  represents a number of Web Site and Web companies that
generate  banner  advertisements,  e-mails  and  exit  traffic.

     B.     Nettaxi  owns,  operates  and  represents  a  Web  site,  which is a
community  portal  (the  "Site(s").

     C.     This  Agreement  shall  also  set  forth  the  respective  duties,
obligations  and  responsibilities  of  the  parties  hereto.

NOW, THEREFORE, in consideration of the mutual promises contained herein, and of
other  good and valuable consideration, the receipt and sufficiency of which are
hereby  acknowledged,  the  parties  hereto  hereby  agree  as  follows:


     1.      TERM. Nettaxi hereby agrees to send from its Site, Exit Traffic, as
             ----
such  term  is  defined  below, to sites represented by the Company. These sites
shall  include  but  not  be limited to sites operated by Advertising.com, Inc.,
L90,  Inc.,  BigMailBox.com, Inc., GoHip.com, Inc.(the "Client Sites"). The term
of  this  Agreement  shall  commence  on the date hereof for a period of One (1)
year.

     2.     DEFINITIONS.  For  purposes  of  this Agreement, the following terms
            -----------
shall  have  the  meanings  set  forth  in  this  Section  2:

               A.     "Exit  Traffic"  is  defined  as  the  number  of visitors
redirected  by  Nettaxi,  which were generated by means of the JavaScript Unload
Event.  These events are generated when a visitor clicks the back button; reload
button or any of the browser exit buttons. The ad server's redirects the visitor
to  the  Client  Site  of  the  Company.

               B.     'CPM"  means  Cost  per  Thousand  consoles  launched.

               C.     'Launched"  means  the  number of console loads counted by
the  Company's  servers,  whose  reporting  is  available on-line for Nettaxi to
review.


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               D.     'Visitor"  shall  mean  any person or entity that accesses
the  Client  Sites  represented  by  the  Company.

     3.     OBLIGATIONS  OF  THE  COMPANY.  During  the  term  of  this
            ------------------------------
Agreement:

               1.     The  Company  agrees  pay  for  consoles  of  Exit Traffic
launched  to  the  Client  Sites  One  Half  Cents ($.005) per console redirect.

     4.     OBLIGATIONS OF NETTAXI. Nettaxi shall use its best efforts to assist
            -----------------------
the  Company to send the agreed upon Exit Traffic to the Client Sites as well as
fulfilling  on  any  other  of  Nettaxi  obligations  under  this  Agreement.

               A.     Nettaxi  shall  assign  one  of its employees as a primary
contact  person  (the "Nettaxi Coordinator") to assist in the performance of its
obligations  hereunder.  If such Nettaxi Coordinator ceases to be an employee of
Nettaxi for any reason, Nettaxi will promptly appoint a new employee to serve as
Nettaxi  Coordinator.

               B.     Nettaxi  represents  and  warrants  to  the  Company  that
Nettaxi  (i)  owns and has the unrestricted right to communicate and publish the
Site  and  conducting business on the World Wide Web at its internet address and
in connection therewith to use all service marks and trade names and in so doing
is  not acting in conflict with any patent, trademark, service mark, trade name,
copyright,  trade  secret,  license  or  other  proprietary  right  with respect
thereto,  and  (ii)  Nettaxi  has  not received any communication from any third
party  that the Site or the conduct of Nettaxi's business is in violation of any
law, rule or regulation or in conflict with any patent, trademark, service mark,
trade  name,  copyright,  trade  secret, license or other proprietary right with
respect  thereto.  Further Nettaxi shall be solely responsible for obtaining all
necessary  rights,  licenses,  consents, waivers and permissions from the rights
holders  and  others  to  allow  the  Company  to store and deliver any material
provided  by  Nettaxi  to  be  used  on  the  Exit  Traffic.

     5.     STATS  MANAGEMENT. The Company shall coordinate the reporting of all
            -----------------
statistical  information relating to Exit Traffic. These Stats will be available
on-line  and  as  a  summary  report  with  each  billing  invoice.

     6.     CONFIDENTIALITY.  Each  of  Nettaxi  and  the  Company agree to keep
            ---------------
confidential and each SHall not, without the prior written consent of the other,
disclose  in any manner whatsoever, in whole or in part any of the terms of this
agreement  or  any  information, whether written or oral, furnished by the other
party,  including  all  analyses,  compilations,  forecasts  plans,  drawings,
specifications,  design,  software,  studies  or other documents that contain or


<PAGE>
otherwise  reflect such information or that are intended to remain confidential,
except as necessary for either party to enforce its rights under this Agreement,
or  pursuant to a subpoena or any legal process, or as otherwise may be required
by  applicable  law.

     7.     TERMINATION.  Nettaxi  understands  and  recognizes that the Company
            -----------
invests  a  significant  amount  of  time  and  effort  in performing its duties
hereunder.  Nettaxi  acknowledges that the Company requires a significant amount
of  time  to prepare for any termination of this Agreement. Accordingly, neither
party  may  terminate  this  Agreement, during the first month of this Agreement
except  for  cause.  The  terminating  party shall deliver written notice to the
other  party of its intention to so terminate this Agreement (the "Notice"). The
actual  date of termination of this Agreement set forth in the Notice shall be a
date  at  least  thirty  (30) days after the delivery of the Notice to the other
party,  and  such  terminating party shall not incur any penalty, cost or charge
whatsoever  (except  as  expressly  set  forth  below).  For  purposes  of  this
Agreement,  "cause" shall mean a negligent act or omission or willful misconduct
of  the  non-terminating  party,  or  any  of its partners, directors, officers,
employees or agents; any material breach or default by the non-terminating party
in  the  performance  of  any  of  its  obligations under this Agreement; or any
material  breach  of  any representation, warranty, covenant or agreement by the
non-terminating  party.  In  the event of termination of this Agreement, Nettaxi
will allow the Company to fulfill on any advances or billings invoiced up to the
date  of termination. Furthermore, Nettaxi shall pay the Company all amounts due
under  this  Agreement  for  Exit  Traffic  made  prior  to  the  actual date of
termination  set  forth  in  the  Notice.

     8.     WARRANTY  DISCLAIMER; LIMITATION OF LIABILITY. IN NO EVENT SHALL THE
            ---------------------------------------------
COMPANY  BE  LIABLE  FOR  ANY  INDIRECT,  INCIDENTAL,  CONSEQUENTIAL, SPECIAL OR
EXEMPLARY  DAMAGES  ARISING  OUT  OF  OR RELATED TO THIS AGREEMENT, EVEN IF SUCH
DAMAGES  ARE  FORESEEABLE AND WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE
POSSIBILITY  THEREOF.  IN NO EVENT WILL THE COMPANY'S LIABILITY HEREUNDER EXCEED
THE  TOTAL  REVENUES  PAID  TO  NETTAXI  IN  ONE  MONTH.
Should  the  Company  be  obstructed,  accelerated,  incur loss of efficiency in
productivity  or  be  delayed in the commencement, prosecution, or completion of
the  services, without fault on its part, by the act, failure to act, direction,
order,  neglect,  delay, or default of Nettaxi, Nettaxi's agents or employees or
any  other entity or person employed at Nettaxi's premises, or by changes in the
services  or by reason of fire, lightning, earthquake, enemy action, act of God,
or similar catastrophe, or by government restrictions in respect of materials or
labor,  or  by a strike or lockout beyond the Company's reasonable control, then
the Company shall be entitled to an extension of time for a period equivalent to
the  actual  time  lost by reason of any or all of the causes aforesaid. Nettaxi
expressly  agrees  not


<PAGE>
to  make,  and  hereby  waives, any claim for damages, including those resulting
from  increased  supervision,  labor or material costs, on account of any delay,
obstruction,  or  hindrance for any cause whatsoever, including, but not limited
to,  the  aforesaid causes, and Nettaxi expressly agrees that its sole right and
remedy  therefore  shall  be  an  extension  of  time.

     9.     INDEMNIFICATION.  Nettaxi  shall indemnify, defend and hold harmless
            ---------------
the  Company,  the  Company's  subsidiaries  and  affiliates, and the respective
partners,  agents,  officers,  directors and employees of each of the foregoing,
from  and  against  any loss, cost, expense, claim, injury or damage (including,
without  limitation,  reasonable attorneys' fees and expenses), whether incurred
due  to  third party claims or otherwise, arising or resulting from or caused by
(i)  any  negligent  act  or  omission  or  willful misconduct of Nettaxi or any
consultant  or  engineer  retained  by Nettaxi, or any of its or their partners,
directors, officers, employees, or agents; (ii) any breach or default by Nettaxi
in  the  performance  of  any of its obligations under this Agreement; (iii) any
breach  of  any  representation,  warranty,  covenant  or  agreement by Nettaxi.

     10.     EXPENSES.  Each  party  shall  be solely responsible for all of its
             --------
expenses  incurred  in  connection with the performance of its duties hereunder,
including  telephone,  fax,  travel  and  client  entertainment.

     11.     PRESS  RELEASES.  Nettaxi  and its affiliates will consult with the
             ---------------
Company  hereto and obtain its prior written consent before issuing any press or
other release or otherwise making any other public statement with respect to the
transactions  contemplated  hereby.

     12.     ASSIGNMENT.  Nettaxi  may  not assign this Agreement, or any of its
             ----------
rights  and  obligations  hereunder,  without  the  prior written consent of the
Company,  and  any  such  attempted  assignment  shall be void. As it relates to
Nettaxi,  the  terms  "assign"  and  "assignment"  shall,  for  purposes of this
Agreement,  be  deemed  to include (I) the transfer of a majority of the capital
stock  or  other  beneficial  interests  of  Nettaxi or any assignee of Nettaxi,
whether  through  a  single  transaction  or in a series of related or unrelated
transactions,  and  (ii) any transaction under which Nettaxi merges with or into
or is consolidated or otherwise combines with another entity, whether Nettaxi or
another  entity  is  the  surviving  entity.

     13.     NOTICES.  Any notices or other communications required or permitted
             -------
to  be  given  or  delivered  under  this  Agreement shall be in writing (unless
otherwise  specifically  provided  herein)  an  shall  be  sufficiently given if
delivered  personally with a signed receipt therefore, or by reputable overnight
deliver  service, or mailed by prepaid certified mail, return receipt requested,
or  telefaxed with written confirmation, to the address of the parties set forth
on  the


<PAGE>
front  page of this Agreement. Notices shall be deemed to have been given on the
date  delivered,  if  delivered, or on the second business day after mailing, if
mailed.  Either  party,  upon notice to the other party given in accordance with
this Section 13 may modify its address for notices set forth in this Section 13.

     14.     CUMULATIVE  REMEDIES;  NO  WAIVER.  The  remedies  of  the  Company
             ---------------------------------
provided  for in this Agreement are cumulative and shall be in addition, to, and
not  in  limitation  of,  the  rights and remedies which may be available to the
Company  at  law  or  in  equity.  Notwithstanding  any course of dealing or the
failure of either party strictly to enforce any term, right or condition of this
Agreement,  no  term,  right  or  condition hereof shall be deemed waived and no
breach excused, unless such waiver and consent shall be in writing and signed by
the  party  claimed  to have waived or consented. No consent by any party to, or
waiver  of,  a breach by the other party shall constitute consent to, waiver of,
or  excuse  for  any  other  different  or  subsequent  breach.

     15.     SUCCESSORS AND ASSIGNS. Subject to Section 12, this Agreement shall
             ----------------------
be binding upon, and shall inter to the benefit of, the parties hereto and there
respective  legal  representatives,  and  permitted  successors  and  assigns.

     16.     FORCEMAJEURE.  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 reason of any acts of nature, fire,
natural  disaster,  accident,  acts of government, labor strikes, "down time" or
any  other  cause  beyond  the  control  of such party, including the sudden and
complete  inability  to  process  credit  card  or  other  means  of  processing
commercial  transactions  on  the  Internet,  provided that such party gives the
other written notice thereof promptly (within ten days of discovery). In such an
event  the  parties shall mutually decide whether to terminate this Agreement or
effect  a  cure.

     17.     ENTIRE  AGREEMENT.  This  Agreement,  together  with  the  exhibits
             -----------------
attached  hereto,  represents  the  entire  and integrated agreement between the
Company  and  Nettaxi  and supersedes all prior negotiations, representations or
agreements, either written or oral. Only a written instrument signed by both the
Company  and  Nettaxi  may  amend  this  Agreement.

     18.     APPLICABLE  LAW;  VENUE.  This  Agreement  shall be governed by and
             -----------------------
construed in accordance with the laws of the State of California, without regard
to  choice  of  law  principles.  Each  party  hereby  submits  to the exclusive
jurisdiction  of  the  United  States District Court for the Central District of
California and of any California state court sitting in the City of Los Angeles,
California,  for  purposes  of  all legal proceedings arising out of or relating


<PAGE>
to  this Agreement and the subject matter hereof. Each party irrevocably waives,
to  the  fullest  extent  permitted  by  law,  any objection which it may now or
hereafter  have to the laying of the venue of any such proceeding brought in any
such  court  and  any claim that any such proceeding brought in such a court has
been  brought  in  an  inconvenient  forum.

     19.     LEGAL  FEES.  If  any  action  at  law or in equity is necessary to
             -----------
enforce  or interpret the terms of this Agreement, the prevailing party shall be
entitled  to  reasonable attorney's fees, costs and expenses, in addition to any
other  relief  to  which  such  party  may  be  entitled.

     20.     SEVERABILITY. If any provision of this Agreement or the application
             ------------
thereof  to  any  person  or  situation  to  any extent shall be held invalid or
unenforceable,  the  remainder  of  this  Agreement, and the application of such
provision  to persons or situations other than those to which it shall have been
held invalid or unenforceable, shall not be affected thereby, but shall continue
to  be  valid  and  enforceable  to  the  fullest  extent  permitted  by  law.

     21.     WAIVER OF JURY TRIAL. EACH PARIY HERETO WAIVES ITS RIGHTS TO A JURY
             ---------------------
TRIAL  OF  ANY  CLAIM  OR  CAUSE  OF  ACTION  BASED  UPON OR ARISING OUT OF THIS
AGREEMENT  OR THE SUBJECT MATTER HEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO
BE  ALL-ENCOMPASSING  OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND
THAT  RELATE  TO  THE  SUBJECT  MATTER  OF  THIS  TRANSACTION, INCLUDING WITHOUT
LIMITATION  CONTRACT  CLAIMS,  TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER
COMMON  LAW  AND STATUTORY CLAIMS. THIS SECTION 20 HAS BEEN DISCUSSED BY EACH OF
THE  PARTIES HERETO AND THESE PROVISIONS SHALL NOT BE SUBJECT TO ANY EXCEPTIONS.
EACH  PARTY  HERETO  HEREBY  FURTHER REPRESENTS AND WARRANTS THAT SUCH PARTY HAS
REVIEWED  THIS  WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND
VOLUNTARILY  WAIVES  ITS  JURY  TRIAL  RIGHTS  FOLLOWING CONSULTATION WITH LEGAL
COUNSEL.  THIS WAIVER IS IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER
ORALLY  OR IN WRITING, AND THIS WAIVER SMALL APPLY TO ANY SUBSEQUENT AMENDMENTS,
SUPPLEMENTS OR MODIFICATIONS TO (OR ASSIGNMENTS OF) THIS AGREEMENT. IN THE EVENT
OF  LITIGATION,  THIS  AGREEMENT  MAY  BE  FILED AS A WRITTEN CONSENT TO A TRIAL
(WITHOUT  A  JURY)  BY  THE  COURT.

     22.     AUTHORIZATION.
             --------------

             A.     Each  party  acknowledges  and  confirms  that  it and  it's
representatives  have  the  right  and  authority  to enter into this Agreement.


<PAGE>
             B.     The  relationship shall be that of buyer and seller. Nothing
in  this  Agreement  shall  be deemed to create or construed as creating a joint
venture  or partnership between the parties. Neither party is, by virtue of this
Agreement  or  otherwise,  to  be  considered the agent or representative or the
other  party. Neither party shall have the right to bind the other contractually
in  any  respect  whatsoever.




IN  WITNESS  WHEREOF,  the  undersigned  have  caused  this Agreement to be duly
executed  as  of  the  date  first  written  above.


INTERNET  FUEL.COM,  INC                  NETTAXI.COM

By:  /S/ Rusty  Jenkins                   By:  /S/ Dave  Schlenz
-----------------------------             -------------------------------
Name:   Rusty  Jenkins                    Name:  Dave  Schlenz
Title:  Advertising Manager               Title:  Dir.  Sls.  Development
Telefax No.: 877-632-8636                 Telefax  No.  408-879-9880


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