EXHIBIT  99.9

                             ACQUIRED ASSET AGREEMENT
                            -------------------------

                              DEFINITIVE AGREEMENT
                              --------------------
______________________________________________________________________________



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     This ACQUIRED ASSET AGREEMENT (the "AGREEMENT") is made and effective as of
October  18,  2002  between  World  Wide  Wireless  Network also known as Global
Pacific  Internet,  also  known  as  Pacific Link Internet (hereafter "WWWN"), a
Nevada  corporation  and  Debtor in Possession with principal offices at 770 The
City  Drive  South,  Suite  3700,  Orange,  California  92868, and NextWeb, Inc.
(hereafter  "NEXTWEB"), a California corporation with principal offices at 48890
Milmont  Drive,  Suite  106D,  Fremont,  California  94538.  All  terms  of this
Agreement  pursuant  to  the  applicable  court order dated October 16, 2002 and
attached  here  to  as  Exhibit  A.
     The  Acquired  Assets  to transfer under this Agreement will be pursuant to
sale of assets free of liens and naming NextWeb as a Bona Fide Purchaser or Good
Faith  Purchaser  as  endorsed  and  approved  by  the  Court  of  appropriate
jurisdiction.  Assets  sold  are  set forth in Article 1.02.   The term ACQUIRED
ASSETS  shall  mean  the  sold  assets.

                                    RECITALS

     WHEREAS,  WWWN  has  developed  and maintained an Internet service business
(the  "BUSINESS"), known as World Wide Wireless, Inc., which desires to transfer
certain  assets  of  the Business to NextWeb and NextWeb desires to acquire said
assets of the Business on the CLOSING DATE (defined herein as OCTOBER 18, 2002);

     WHEREAS,  pursuant to this Agreement, NextWeb wishes to purchase from WWWN,
and WWWN wishes to sell to NextWeb, all the Acquired Assets (as defined herein);

     WHEREAS,  pursuant  to  this Agreement, NextWeb wishes to assume from WWWN,
and  WWWN  wishes  to  transfer  to NextWeb only the Assumed Liabilities, listed
below,  (as  defined  herein);

     WHEREAS,  WWWN  guarantees  and  warrants that the assets to be transferred
pursuant  to  the terms of this agreement are of good and marketable title, free
from  claims  by  creditors and encumbrances acquired at any time by WWWN, or an
agent  of  WWWN  unless  disclosed  herein:
     WHEREAS,  this offer will expire upon October 16, 2002 at 8:00pm or earlier
upon  a  serious  degradation of the value of the WWWN Acquire Assets identified
within  this Agreement.  (Serious degradation would include, without limitation,
the  loss  of  more than fifteen thousand dollars ($15,000) in monthly recurring
revenue  from  Customer Service Contracts, a network outage affecting two (2) or
more  customers  and  lasting more than 3 hours during peak Internet usage hours
between  7:00 AM and 5:30 PM or 5 hours during non-peak hours or the loss of any
management  employee  or  two non-management employees.)  This offer may only be
extended  in  duration  by  NextWeb  in  writing.

     WHEREAS,  WWWN  is  contemplating the filing of Bankruptcy, NextWeb submits
this  offer  to  the  Court  of  appropriate Jurisdiction for final approval and
acceptance  for  a  sale  of  assets  free  and  clear  of  liens.

     NOW,  THEREFORE,  in  consideration  of  the  covenants,  promises,  and
representations set forth herein, and for other good and valuable consideration,
the  receipt and sufficiency of which are hereby acknowledged, the parties agree
as  follows:

                                    ARTICLE I
                             SALE OF ACQUIRED ASSETS
     The terms of this Agreement shall incorporate the Recitals set forth above.
     1.01     Sale  and  Purchase of Assets. Subject to the terms and conditions
              -----------------------------
contained  in this Agreement, WWWN agrees to sell, assign, transfer, and deliver
to  NextWeb  all  of  WWWN's  right,  title,  and interest in and to each of the
Acquired  Assets (as defined below), and NextWeb agrees to purchase and/or lease
such  assets  on  the  Closing  Date.

     1.02     Acquired  Assets  to  be  Transferred by Sale and Purchase. At the
              --------  ------------------------------------------------
Closing (as defined herein), WWWN shall sell and deliver to NextWeb, and NextWeb


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shall  purchase  and  accept  from  WWWN,  the  following tangible or intangible
assets,  whether  created  or acquired, and used exclusively or primarily in the
Business  (the  "ACQUIRED  ASSETS"):
     (a)     Accounts  Receivable.  All  rights  to  receive  future  payments
             --------------------
resulting  from  the  sale  of  Internet (past and future) services based on the
terms  of  the  Assumed  Customer  Service  Contracts  in 1.02(c) below shall be
delivered  to  NextWeb.  A  balance  sheet  of  accounts receivable and Customer
Service  Contracts  as  of October 18, 2002 shall be attached hereto as Schedule
1.02(a).
     (b)     Rights  Under  Contracts.  All  of
             ------------------------
WWWN's  rights  under  the  specified  contracts  listed  under 1.02(g), and all
agreements,  plans  or  arrangements  relating  primarily  or exclusively to the
Acquired  Assets,  as identified on Schedule 1.02(c), subject to changes between
                                    ----------------
July  1,  2002  and  Closing  in  the  ordinary  course  of  business  ("ASSUMED
CONTRACTS").
     (c)     Assumed  Customer  Service
             --------------------------
Contracts.  It  is  the  intent  of  the parties hereto that all of the Acquired
---------
Assets  arising  out  of  the  operation of Accounts Receivable and the Acquired
Assets  shall  be  transferred  to NextWeb via sale. Accordingly, WWWN agrees to
transfer such customers (to the extent transferable) from WWWN to NextWeb at the
Closing.  Included  on  Schedule 1.02(c) is (i) a list as of October 18, 2002 of
                        ----------------
all customers of the Business and (ii) a list as of October 18, 2002 of unearned
service  revenue by customer to be sold to NextWeb. Also transferred will be all
Sales  Orders as provided in Article 2.01 (e) for uninstalled Sales Orders to be
installed prior to December 15, 2002, and listed on Schedule 2.01(e) pursuant to
the  terms  of  Schedule  2.01(e)(i).
     (d)     Books  and Records.  Copies of all books and records related to any
             ------------------
Acquired  Assets,  including,  without limitation, all financial records, books,
ledgers,  supplier  lists,  customer and marketing lists or databases, marketing
collateral, advertising materials, manuals, and other materials of WWWN, in each
case  only  to  the extent such items relate to the Business or Acquired Assets.
     (e)     Prepaid  Expenses.  The  prepaid  expenses  such  as  expenses  for
             -----------------
maintenance  agreements  for  goods  or  services  to be provided exclusively or
primarily  to  the  Business  after  the  Closing  Date  (as  defined below) are
identified  in  Schedule  1.2(e)  subject  to  changes  between July 1, 2002 and
                ----------------
Closing  in  the  ordinary  course  of  business.  The  actual amount of prepaid
expenses  is  to  be validated by NextWeb one business day prior to the Closing.
     (f)     Intellectual Property: Internet Protocol Network Blocks. All of the
             ---------------------  --------------------------------
WWWN's rights, title and interest in and to the WWWN's Internet Protocol Network
Blocks  and  Addresses used exclusively or primarily in the Business, including,
without  limitation, (i) Autonomous System Network ASN-WWWN - 7829, and (ii) Net
Blocks  216.237.0.0/18-WWWN,  NETBLK-_____________-WWWN1,  and
NETBLK-WWWN-___________  and  (iii)  all  Net  Blocks  reserved  for  future
issuance/use  by WWWN. (See Schedule 1.02f), (iv) all Internet domain names, and
(v)  all  trademarks,  trade  names, software, licenses to use software, written
programs  and/or procedures however developed, created, completed or incomplete,
scripts,  programs  and software currently in use in the network and back office
systems,  etc.
     (g)     WWWN  shall  deliver  possession  of the Network Equipment and (any
spare  equipment)  currently  in place whether necessary to service the Customer
Service  Contracts  as  listed  in  1.02(c),  all  customer  equipment, Point of
Presence  (POP)  equipment,  and  lease, license or other access agreements that
make  delivery  of  Internet  Service  via the WWWN Network at the following POP
locations  and  customer locations based therefrom, shall be assigned to NextWeb
free  and clear of any liens, encumbrances or restrictions of any kind. Schedule
1.02  (g)  inventory  list.  The  following  list  of  leases,  licenses  and or
easements  shall  also transfer to NextWeb through the court approved assumption
of assignment of contractual rights .  All amounts owed to Licensors, Lessors or
other  Grantors  shall  be  settled  by WWWN prior to  approval by the Court for
assumption  and  assignment  to  NextWeb,  Inc.  via  Court  Order:
          (i)  INTENTIONALLY  OMITTED
          (ii) ATRIUM  PROPERTIES,  LLC.
     12062  Valley  View,  Suite  ROOF1,  Garden  Grove,  California  92845; and
          (iii)  AVION  GRAPHICS/  FOOTHILL.  27192  Burbank,  Foothill  Ranch,
     California  92610;  and
          (iv) DELAWARE  NEWPORT  PLACE.


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     4100  Newport  Place, Newport Beach, California 92660; and (v) DL CABRILLO,
     LLC.  /  XEROX  CENTRE;AND

          (vi)  EQUITY  OFFICE  PROPERTY.  One  City  Boulevard  West,  Orange
     California;  and

          (vii)  High  Rise  Investors/  Valley  View.  5455 GARDEN GROVE BLVD.,
     WESTMINSTER,  CALIFORNIA  92683;  AND

          (viii)  HOAG  MEMORIAL  HOSPITAL.  One  Hoag  Drive,  Newport  Beach,
     California;  and

          (ix)  THE  IRVINE  COMPANY,  AT&T  INSIGNIA. 8001 Irvine Center Drive,
     Irvine,  California;  and

          (x)  THE  IRVINE  COMPANY,  1  PARK.  1 Park Plaza, Irvine, California
     92614;  and

          (xi)  LOGOS  MANAGEMENT  GROUP,  3000  MacArthur Boulevard, Santa Ana,
     California  92704;  AND

          (xii)  MOUNTAIN  UNION  TELECOM/  YORBA  LINDA  WATER  TOWER;  (NEED
     ADDRESS)AND

          (xiii) NEWPORT BEACH MARRIOTT HOTEL. 900 Newport Center Drive, Newport
     Beach,  California  92660;  and

          (xiv)  OLEN COMMERCIAL REALTY CORP/SPECTRASITE. One Venture Boulevard,
     Irvine,  California  92618;  and

          (xv)  PT  PARTNERS  LLC.  18800  Delaware  Street,  Huntington  Beach,
     California  92648;  and

          (xvi)  SOUTH COAST, LLC/ PWREF/MCC. 535 and 575 Anton Boulevard, Costa
     Mesa,  California  92626;  and

          (xvii) RT CYPRESS, LP/CYPRESS COURTYARD MARRIOTT. 5865 Katella Avenue,
     Cypress  California,  90638;  and

          (xviii)  THE  REMM  GROUP/REMM.  505  South Villa Real, Anaheim Hills,
     California  92807;  and

          (xix)  UNITED  FLIGHT  ACCESSORIES OF CALIFORNIA. 5602 Research Drive,
     Huntington  Beach,  California  92649.

     (h)     Equipment;  Tangible  Assets.  All  of
        ----------------------------
WWWN's computers, switches, routers, radios, miscellaneous networking equipment,
antennas,  all  network  infrastructure,  CPE,  back  office  hardware,  and all
computer  and  telephone  systems  office  equipment, tools laptop computers and
accessories,  and  all  other equipment used to provide Internet services to the
Customer  Service  Contracts  and  Acquired  Assets,  and  other tangible assets
identified  on  Schedule  1.02(h) ("EQUIPMENT").  This list will be verified and
                -----------------
updated  by NextWeb according to the equipment actually in possession of NextWeb
to  be delivered within 5 days or within a reasonable amount of time  of closing
and  attached  to  the  this  Agreement.
     (i)     Other  Assets.  All  of  WWWN's  claims  against any parties to the
             -------------
extent  relating  to  any  Acquired  Asset,  the Business or any contract rights
assigned  to  NextWeb,  including  without limitation, unliquidated rights under
manufacturers'  or  vendors'  warranties  or  guarantees  together  with  all
transferable  Permits  (as  defined  in  Section  3.19)  but  not  including  ay
Bankruptcy  avoidance  claims  or  aging  accounts  receivable.
     (j)     Misc.  Furniture,  Fixtures and Equipments. All business furniture,
             ------------------------------------------
fixtures  and  equipment currently used by any employee in the regular course of
the  Business to maintain the network or deliver service to the Customer Service
Contracts.

1.03  OMITTED


     1.04     Assumption  of  Liabilities.  On  the  terms  and  subject  to the
              ---------------------------
conditions set forth herein, from and after the Closing, NextWeb will assume and
satisfy  or  perform  when  due  the following liabilities of WWWN (the "ASSUMED
LIABILITIES"):
     (a)     Obligations  Under  Service
             ---------------------------


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Contracts.  All of WWWN's customer service obligations arising after the Closing
---------
Date  (as  defined below) under each of the service contracts, agreements, plans
and  arrangements  identified  in  Schedule  1.02(c)  consisting of the customer
                                   ---------------------------------------------
contracts.
----------
(b)     Employee  Retention.
        -------------------
NextWeb,  in  contemplation  of  this agreement and pursuant to the terms of the
Letter  of Intent dated July 29, 2002 NextWeb shall provide offers of employment
to  the  individuals  employed  at  WWWN  as of July 1, 2002 at the salary rates
listed on Schedule 1.04(b).  Employee retention is important to NextWeb in order
to maintain the ongoing business operations and continued customer service.  Key
employees  will  be  offered incentive programs in order to retain employees and
make  a  smooth  transition  of  this sale.   The individual terms of employment
offers  and  incentive  programs will be negotiated on an individual basis.  The
agreements  may consist of any of the following alone or in combination: salary;
stock  options;;  vacation  time;  personal  time,  non-compete  agreements,
proprietary  information  and  invention agreement; or other negotiated terms as
deemed  appropriate  for  the  individual,  employment  position,  and  future
development  of  NextWeb.  Employment  shall commence upon the acceptance of the
NextWeb  offer  letter.  No  vacation  pay or personal time accrued on the books
with  WWWN shall carry over to NextWeb.  NextWeb shall assume no unpaid wages of
WWWN.  Employment  going forward will be pursuant to the terms of the employment
offer  letters,  the  laws of California, and the NextWeb Employee Handbook. Any
and  all  employees  shall  be  and shall remain at will employees. See attached
Offer  Letters  and  Employment  Agreements,  Schedule  1.04  (b).
     (c)     Unearned  Subscription  Revenue.  All unearned subscription revenue
             -------------------------------
as  identified  in Schedule 1.04(c)including but not limited to prepaid customer
                   ----------------
services.
     (d)     Warranty  Liability.  All  warranty  liability relating to warranty
             -------------------
returns  and  replacements  arising  after  the  Closing relating exclusively or
primarily  to  use  the  Acquired  Assets.

     1.05     All  Other  Liabilities  Not  Assumed.  OTHER  THAN  THE  ASSUMED
              -------------------------------------
LIABILITIES SET FORTH IN SECTION 1.04, 1.02(G) AND (H), ABOVE, IT IS AGREED THAT
NEXTWEB  SHALL  NOT  ASSUME  OR  PERFORM  ANY  OTHER LIABILITIES OR OBLIGATIONS.
EXCEPT  FOR  SUCH  ASSUMED LIABILITIES, NEXTWEB SHALL NOT ASSUME OR BE DEEMED TO
HAVE  ASSUMED  ANY  OBLIGATIONS  OR  LIABILITIES  OF WWWN REGARDING THE ACQUIRED
ASSETS  WHETHER  PURCHASED OR LEASED, OF ANY NATURE WHATSOEVER, WHETHER KNOWN OR
UNKNOWN,  CONTINGENT  OR  OTHERWISE.

     1.06     Additional  Actions.  If,  at  any  time  after  the Closing Date,
              -------------------
NextWeb shall consider or be advised that any deeds, bills of sale, assignments,
assurances,  or  any other actions or things are necessary or desirable to vest,
perfect  or  confirm,  of  record  or  otherwise, in NextWeb its right, title or
interest  in,  to  or  under  any of the Acquired Assets purchased by NextWeb in
order  to  carry  out  this  Agreement, the officers and directors of WWWN shall
execute  and  deliver  all such deeds, bills of sale, assignments and assurances
and  to  take  and  do  all such other actions and things as may be necessary or
desirable  to vest, perfect or confirm any and all right, title and interest in,
to  and  under  the  Acquired  Assets  in NextWeb or otherwise to carry out this
Agreement.

     1.07     Bona  Fide  Purchaser.  NextWeb  is a bona fide purchaser entering
              ---------------------
into  this  Asset  Purchase  Agreement at arms length for fair market value. The
Court  approval  and  Order  for  the  Sale  of  the assets defined herein shall
identify  NextWeb  as  a  Bona  Fide  Purchaser

                                   ARTICLE II
                             PURCHASE PRICE; CLOSING

     2.01     Purchase  Price.  The  total  Purchase Price and consideration for
              ---------------
the  Acquired  Assets  listed  in  Article  I  shall  be:

     (a) Cash. Five Hundred Fifty Thousand Dollars ($550,000) to be paid to WWWN
         ----
for  the  Acquired  Assets  identified  within this agreement and the all assets
necessary  to operate the wireless network built by WWWN.  To be paid within two
(2)  days  from  approval  of  this  Acquired  Asset  Agreement  by  a  Court of


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appropriate  jurisdiction  to  an  account  to  be  specified in the court order
attached  hereto  as  Schedule  3.04.).
     (b)     intentionally  omitted.
             -----------------------
     (c)     Capital  Investment.  NextWeb  will  provide  capital for continued
             -------------------
expansion  of  the  WWWN  network,  replacement of existing equipment, continued
business  operations  and  upgrades  to  unreliable  portions  of the network as
financially  feasible  and  reasonable  in  the  market  and reasonable business
judgment  allows.
     (d)     Termination  of  Customer  Service  Agreements.  Customers
             ----------------------------------------------
discontinuing service or Customer Service Accounts uncollectable for ninety (90)
days during the period of July 1, 2002 and October 18, 2002 shall be included in
the  computations  for  a  "Serious  Degradation  in Value, in the amount of the
remaining  contract  obligation  or  one  (1)  month's  recurring  revenue (MRR)
whichever  is  greater.  Uninstalled  Sales Orders may be used as credit for the
lost  MRR.  If  more than fifteen thousand dollars ($15,000) in MRR is lost from
July  1,  2002  till  the  closing date, this offer will automatically terminate
unless  NextWeb  revives  this offer in writing upon notification of the loss of
MRR.
     (e)     Credit  for  Uninstalled  Sales Orders. Customers with signed Sales
             --------------------------------------
Orders and signed Service Agreements, who are already installed prior to closing
or  are  not  installed  and are scheduled to be installed prior to December 15,
2002,  may  be  used  to  off  set lost MRR as identified above. A list of Sales
Orders  and  copies of signed Service Agreements not yet installed as of Closing
Date  shall  be  attached  to  this Agreement as Schedule 2.01(e) and additional
Sales  Orders  may  be  included  as  provided  until  October  18,  2002.  All
Uninstalled  Sales  Orders  added  to Schedule 2.01(e) must comply with terms on
Schedule  2.01  (e)  Business  Class  Wireless  Internet  dated August 29, 2002.

     2.02     Payments  and  Fees.  As  part  of  the  total
              --------------------
Cash  Purchase  Price NextWeb may deduct the amount of any money owed to NextWeb
by  WWWN.

     2.03     Date  and  Time  of Closing.  The consummation of the transactions
              ---------------------------
contemplated  by  this  Agreement  shall  be  held,  provided  that  each of the
conditions  set  forth in Article VI hereto shall have been satisfied or waived,
on  October  18 2002 at 8:00 PM, at the NextWeb offices located at 48890 Milmont
Dr.  Suite  106  D, Fremont, California. Any conditions not met and or waived at
the  Closing, the parties shall agree to a time for compliance for the remaining
conditions  creating  conditions  subsequent to the Closing.   The date on which
the  Closing actually occurs is referred to herein as the "CLOSING DATE" will be
October  18  2002.

     2.04     Deliveries  at  Closing.  Subject  to  the conditions set forth in
              -----------------------
this  Agreement,  at  or  following  the  Closing,
     (a)     WWWN  shall  deliver  to  NextWeb:
          (i)     an  Assignment  and Bill of Sale in written form and substance
satisfactory  to  NextWeb  duly transferring the SOLD Acquired Assets to NextWeb
(the  "BILL  OF  SALE").
          (ii)     an Assignment and Assumption of Assumed Contracts, in written
form and substance satisfactory to NextWeb, duly assigning the Assumed Contracts
to  NextWeb (and obtaining the other party's consent thereto, if required by the
terms  of  the  relevant  agreement);
          (iii)     any other assignments, estoppel certificates, bills of sale,
deeds and other instruments of conveyance, in form and substance satisfactory to
NextWeb,  required  to duly transfer title and possession of any of the Acquired
Assets  and  the  Assumed  Liabilities  (liabilities limited to Article 1.04) to
NextWeb;
          (iv)     books  and records of the WWWN regarding the Acquired Assets,
including,  without  limitation,  such  operating  manuals  and  records  as are
reasonably  necessary  for NextWeb to own, lease and operate the Acquired Assets
in  the  ordinary  course;
          (v)     all  requested Schedule information for the completion of this
sale  as  requested  within  this  document  or  within  an  additional request.
          (vi)     the  Compliance
Certificates  referred  to  in  Section  6.01(e)  hereof;
          (vii)     the  Secretary's
Certificates  referred  to  in  Section  6.01(f)  hereof;
          (viii)     executed  counterparts  of  any  consents  required  to  be
obtained  by  the  WWWN  pursuant  to  Section  5.03  hereof;
          (ix)     all  other  previously  undelivered  documents,  instruments,
certificates  and writings required to be delivered by the WWWN to NextWeb at or
prior  to  the  Closing  pursuant  to  this  Agreement  or otherwise required in
connection  herewith  including, but not limited to, shareholder consent decrees
executed  in  whole  or  in  counterparts  and/or  powers  of  attorney:  and


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          (x)     all  necessary  Court  approvals  pursuant  to  any bankruptcy
filings,  including  without  limitation,  the Bakruptcy Order for Sale Free and
Clear  of  Liens  and the Assumption of Assignments for contractual obligations.
(Schedule  3.04  Order  for  Sale)
     (b)     NextWeb  shall  deliver  to  the  WWWN:
          (i)      a  signed  copy  of the Asset Acquisition Agreement including
all  attachments  with  a  signed  lease  agreement;  and
          (ii)    all  other  previously  undelivered  documents,  instruments,
certificates  and  writings  required  to  be delivered by NextWeb to WWWN at or
prior  to  the  Closing  pursuant  to  this  Agreement  or otherwise required in
connection  herewith.
     (c)     Following  the closing, WWWN Debtor in Possession and or Bankruptcy
estate  shall reconcile all accounts and deliver the amount of prorated fees and
services,  as  required for customer payments between 1 and 18 Oct 2002, for the
month of October 2002 and received by WWWN prior to or on  18 October 2002 shall
be  prorated  18/31  to  WWN  and  13/31 to NextWeb; service providers and other
payments  made by WWWN for services to be rendered thru 31 October 2002 shall be
prorated  the  same  way  with  18/31  liability  to WWWN and 13/31 liability to
NextWeb  for  the  month  of  October.  This accounting and reconciliation event
shall  occur  in  a  reasonable amount of time. Payments shall be made within 10
days  of  delivery  of  a  final  accounting.

                                   ARTICLE III
                         REPRESENTATIONS AND WARRANTIES
                                     OF WWWN
WWWN  hereby  represents and warrants to NextWeb as follows, except as otherwise
set  forth in the specifically referenced attached schedules of WWWN information
provided  to  NextWeb  as  attached  hereto  or hereafter  (the "WWWN DISCLOSURE
SCHEDULES"):

     3.01     Organization  and  Qualification.  WWWN  is  a  corporation  duly
              --------------------------------
organized,  validly existing and in good standing under the laws of the State of
Nevada.   WWWN  is  duly qualified to do business as a corporation and as Debtor
in  Possession  for the Chapter 11 Bankruptcy proceedings in which the character
of  the  properties  and  assets  now owned or leased by it or the nature of the
business  transacted  by  it  requires  it  to be so qualified, except where the
failure  to  be so qualified, individually or in the aggregate, would not have a
Material  Adverse  Effect  (as  defined  herein) upon the Acquired Assets or the
consummation  of  the  transactions  contemplated  hereby.  (See  Schedule  3.01
Articles  and  Bylaws.)

     3.02     Power  and  Capacity;  Charter  Documents.
              -----------------------------------------
     (a)     WWWN  has  all requisite power and authority to enter into, execute
and  deliver  this Agreement and to perform its obligations hereunder subject to
any  required court approvals pursuant to any bankruptcy filings.   WWWN has the
corporate  power  and  authority to carry on its business as now being conducted
either  as  a  corporation  or as a debtor in possession and to own and sell its
assets pursuant to any required court authorization or approval.  This Agreement
has  been  duly  executed  and  delivered by WWWN and Nextweb and is a valid and
binding  obligation  of  WWWN,  enforceable  in  accordance  with its terms upon
appropriate  approvals.
     (b)     The  execution,  delivery  and performance  of  this  Agreement and
the  consummation  of the transactions contemplated hereby by the WWWN shall not
result  in  a  violation  or breach of or constitute a default under any term or
provision  of  the Certificate of Incorporation or Bylaws of WWWN. WWWN has made
available  or  shall  make  available  to  NextWeb  the  available copies of the
Certificate  of  Incorporation  and  the  Bylaws of WWWN, on file as on the date
hereof.  WWWN  has made available to NextWeb the minute books and stock transfer
books  of  the  WWWN  for  the  last  five  years.
     (c)     intentionally  omitted

     3.03     No  Conflicts.  The  execution,  delivery  and performance of this
              -------------
Agreement  by  WWWN and the consummation of the transactions contemplated hereby
shall  not:
     (a)     result  in  the  creation  or  imposition of any security interest,
lien,  charge  or  other  encumbrance  against  the  Acquired Assets (as defined
herein),  with  or  without  the giving of notice and/or the passage of time, or


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<PAGE>
     (b)     violate,  affect  acceleration  of,  or  result  in  termination,
cancellation or modification of, or constitute a default under (i) any contract,
agreement  or  other instrument to which WWWN is a party or by which the WWWN or
its  assets is bound or (ii) any note, bond, mortgage, indenture, deed of trust,
license,  lease,  contract, commitment, understanding, arrangement, agreement or
restriction  of  any  kind or character to which WWWN is a party or by which the
WWWN  may  be  bound  or affected, or to which any of the Acquired Assets may be
subject,  or
     (c)     violate  any  Law,
     (d)     violate  any  Law,  which  violation,  acceleration,  requirement,
termination,  modification  or default described in (a), (b), or (c) above could
result  in  a  Material  Adverse  Effect  on  the  Business  or the transactions
contemplated  by  this  Agreement.

     3.04     Consents  and Approvals.  Pursuant to any Bankruptcy Court filing,
              -----------------------
WWWN  is  required  to  obtain, transfer or cause to be transferred any consent,
approval,  license,  permit or authorization of, or make any declaration, filing
or  registration  with,  any  third  party  or  any  public body or authority in
connection  with  (i)  the  execution  and delivery by WWWN of this Agreement or
anytime  thereafter,  or  (ii) the consummation of the transactions contemplated
hereby, except where the failure to do so would not result in a Material Adverse
Effect  on  the  Acquired  Assets  or  the  transactions  contemplated  by  this
agreement.  (See  Schedule  3.04  Court  Order approving sale of assets free and
clear  of  liens  to  NextWeb  as  a bona fide purchaser, and any other required
consents  and  or  approvals.)

3.05  Omitted

     3.06     No  Undisclosed  or  Contingent  Liabilities.  Except  for  (a)
              --------------------------------------------
liabilities  or  obligations incurred by WWWN in the ordinary course of business
and  not  affecting  the  Acquired  Assets,  and (b) liabilities and obligations
incurred  by  WWWN  in  the  ordinary  course  of business since the date of the
Preliminary  Balance  Sheet  presented  on  or about July 1, 2002 (none of which
could  reasonably be expected to cause a Material Adverse Effect on the Acquired
Assets),  to  the  best  knowledge  of WWWN, there is no basis for the assertion
against  WWWN  of  any liability or obligation of any nature whatsoever (whether
absolute,  accrued,  contingent or otherwise, and including, without limitation,
contingent  warranty  claims and charge-back claims) that may encumber or affect
the  title,  possession or use of the Acquired Assets,  WWWN or the transactions
contemplated  hereby  that  has  not  been  disclosed  to NextWeb in writing and
attached  hereto  as  Schedule  3.06.

     3.07     Sufficiency  of the Acquired Assets.  The Acquired Assets comprise
              -----------------------------------
all  of  the  assets  of  WWWN  that  are used or held for use in, related to or
associated  with, directly or indirectly (in whole or in part), the operation of
the network to service the Customer Service Contracts listed in Article 1.02(c).

     3.08     Absence  of Certain Changes.  Since July 1, 2001, the Business, in
              ---------------------------
regard  to  the  Acquired  Assets,  has  not:
     (a)     suffered any Material Adverse Effect, other than Bankruptcy Filing,
and there has not been any event whether occurring before or after July 1, 2002,
that  could  reasonably  be  expected  to  have a Material Adverse Effect on the
Acquired  Assets  except  customer  lost  as  listed  on  Schedule  3.08 (a); or
     (b)     sold,  transferred  or  otherwise  disposed  of any Acquired Assets
except  in  the ordinary course of business and consistent with past practice as
disclosed  to  NextWeb;  or
     (c)    suffered aggregate casualty losses in excess of $100 (whether or not
insured against); or taken any other action not either in the ordinary course of
business and consistent with past practice or provided for in this Agreement; or
     (d)     termination  of  any  customer
account  for any reason affecting the list in 1.02 (a) and/or 1.02(c) comprising
the  Accounts  Receivable  Asset  or  Customer  Service  Contracts.
     (e)     agreed (other than with respect to the transactions contemplated by
this Agreement), whether in writing or otherwise, to take any of the actions set
forth  in  this  Section  3.08.

     3.09     Equipment.  WWWN  will  deliver good and valid marketable title to
              ---------
each  piece  of  the  Acquired  Assets free of liens, except for those pieces of
Equipment  that  have  been disposed of in the ordinary course of business since


                                        8
<PAGE>
July  1, 2002 without violation of the terms of Section 5.01 hereof or violation
of  any  duty  owed  to  any  third  party.  To  the best knowledge of WWWN, the
Equipment,  taken  as  a  whole,  is  in good and normal operating condition and
repair  and  adequate  for  the  uses  to which it is being put by the Business.
Certain  aging  equipment as disclosed to NextWeb may be in the need of imminent
replacement  to  prevent  network failure; costs of replacement may exceed fifty
thousand  dollars ($50,000) of capital expenditures.   WWWN has provided NextWeb
with  access  to,  or  copies  of  all  existing  guarantees, service contracts,
maintenance  agreements,  management agreements, and any and all other documents
and  papers  that in any manner pertain to each material piece of the Equipment.

     3.10     Service  Contracts  and  Commitments.
              ------------------------------------
     (a)     WWWN  is  not  a  party  to  or  bound  by  any agreements, service
contracts  or commitments which individually or when aggregated with all related
agreements,  service  contracts  or  commitments,  provide  for the grant of any
preferential  rights  to  purchase  or  lease  any  of  the  Acquired  Assets.
     (b)     WWWN  shall  deliver or make available to NextWeb true and complete
copies  of  each  of the Assumed Service Contracts, as well as true and accurate
summaries  of  any  oral Assumed Service Contract and is listed on Schedule 1.02
(a)  and  1.02  (c).
     (c)     The  enforceability  of  the Assumed Service Contracts shall not be
affected  in  any respect by the execution and delivery of this Agreement or the
consummation  of  the  transactions  contemplated  hereby.
     (d)     WWWN  is  not, and no officer or director of WWWN is, a party to or
bound by any agreement or arrangement for the sale of any of the Acquired Assets
or  for  the  grant  of  any preferential rights to purchase any of the Acquired
Assets.
     (e)     With respect to each Assumed Contract, except as set forth therein,
(i)  each  of  such contracts and agreements is valid, binding and in full force
and  effect  and is enforceable by WWWN in accordance with its terms, subject to
bankruptcy,  insolvency, reorganization and other Laws and judicial decisions of
general  applicability relating to or affecting creditors' rights and to general
principles  of  equity;  (ii)  there  have  been  no cancellations or threatened
cancellations  thereof  nor  are there any outstanding disputes hereunder; (iii)
neither  WWWN,  nor, to the best knowledge of WWWN, any other party is in breach
of  any  material  provision  thereof; and (iv) there does not exist any default
under,  or  any event or condition which with the giving of notice or passage of
time  or  both  would  become  a  breach or default under, the terms of any such
contract  or agreement on the part of WWWN or, to the best knowledge of WWWN, on
the  part  of  any  other  party  thereto.

     3.11     Intellectual  Property.
              ----------------------
     (a)     Schedule  1.02  (f)  of  this  Agreement  contains  an accurate and
complete  list of (i) all Intellectual Property, owned or filed by WWWN and used
in  or  necessary for the use of the Acquired Assets being transferred hereunder
and, (iii) all agreements relating to Intellectual Property and other technology
used  in  or necessary for the conduct of the Business which WWWN is licensed or
authorized to use by others (including, without limitation, licenses for the use
of  software  of  all types) for the Acquired Assets as assumable and assignable
via  Court  Order  to  NextWeb,  Inc.
          (b)     All  Internet  domain  rights  IP  address blocks, copyrights,
licenses  and  permits  included within the Intellectual Property for the use of
the  Acquired  Assets  are  valid,  subsisting  and  enforceable.
          (c)     To  the  knowledge  of WWWN, the persons set forth in Schedule
1.02  (f)  have  the  sole  and exclusive right, free from any liens, mortgages,
security  interests, charges or encumbrances, to grant the WWWN the right to use
any  Intellectual  Property which WWWN licenses from such persons.  WWWN has the
full  right to use its Intellectual Property required for or incident to the use
of  the Acquired Assets in the jurisdictions in which the Business is conducted,
and  the consummation of the transactions contemplated hereby shall not alter or
impair  any  such  rights.
          (d)     No  claims  have been asserted in writing delivered to WWWN by
any  person  against  such  WWWN  with  respect  to  the  ownership,  validity,
enforceability,  misappropriation  or  use  of  any  product  or  service of the
Business  or  any of the Intellectual Property (or of any confusingly similar or
dilative  trademarks,  trade names, assumed names or the like) as related to the
Acquired  Asset Intellectual Property or challenging or questioning the validity
or  effectiveness  of any such Intellectual Property and there is no valid basis
for  any  such  claim.


                                        9
<PAGE>
            There  are  other  companies listed in the ARIN WHOIS directory with
similar  names starting with or including the name 'Worldwide Wireless', however
WWWN  has  the  legitimate  use  of the name WWWN and the other trade names used
thereby.  The  name  WWWN, Global Pacific and or any other alias names shall not
transfer  to  NextWeb except for the right to use former marketing materials and
the  former  good  will  of  WWWN  if  any.
          (e)     To the knowledge of WWWN, the use or other exploitation of any
product  or  service  as  used  for  the  Acquired Assets of the Business or the
Intellectual  Property  by  WWWN  does  not  infringe  the rights of any person.
          (f)     To  the  knowledge  of WWWN, no other person is infringing the
rights  of  the  Business with respect to the Intellectual Property used for the
Acquired  Assets.

     3.12     Accounts  Receivable.
              --------------------
          (a)     Set forth in Schedule 1.02(a) is an existing list of the aging
status  of  each  of  the  accounts  receivable of WWWN that constitute Acquired
Assets,  as  of  the  most  recent  practicable  date.
          (b)     All accounts receivable of WWWN, whether reflected in the most
recent  Balance  Sheet  as  of  July  1, 2002 or accrued since the date thereof,
represent  revenue  generated  in  the  ordinary  course  of  business  and  are
collectible  net  of  any  reserves  shown on the July 1, 2002  Balance Sheet or
reserves  for  accounts  receivable  accrued  since  the  date  thereof.

     3.13     Litigation.  There  are  no  open  and unresolved claims, actions,
              ----------
suits,  proceedings,  investigations  or inquiries that have been made or served
against  WWWN  or,  to  the knowledge of WWWN, that are pending against (without
having  been  so  served),  threatened by or against, or otherwise affecting the
Acquired  Assets  or  that would adversely affect, the transactions contemplated
hereby at law or in equity or before or by any federal, state, local, foreign or
other Governmental Entity; and to WWWN's knowledge, no other such claim, action,
suit, proceeding, inquiry or investigation could be brought against the Business
for  which  valid  defenses  are  not available.  To WWWN's knowledge, no claim,
action,  suit, proceeding, inquiry or investigation set forth in Section 3.15 of
this  Agreement  would,  if adversely decided, have a Material Adverse Effect on
the  Acquired  Assets  or  the  transactions contemplated hereby.  WWWN is not a
party  to  or a recipient of service of process regarding (and has not otherwise
been  named and noticed in) any judgment, order or decree entered in any lawsuit
or  proceeding  which  has  had  or  may  have  a Material Adverse Effect on the
Acquired  Assets  or  on  WWWN's or NextWeb's ability to acquire any property or
conduct  the  Business  in  any  way.

3.14     Insurance  and  Risk  of  Loss
         ------------------------------
          (a) WWWN does carry Insurance on all of the Acquired Assets. A copy of
the  Insurance  policy  is  attached  as  Schedule  3.14.
          (b)  All  risk  of  loss  and  liability for the Acquired Assets shall
remain  with  WWWN  until  the  closing  or actual delivery of possession of the
Acquired  Assets  is  given  to  NextWeb,  which  ever  is  later.
          (c)  Should  any  loss  occur  that  involves  an Acquired Asset, this
Agreement  shall  be  amended  to reflect said loss and the payment, purchase or
lease  fee,  due  and  payable  on  said  Acquired  Asset.

     3.15     Compliance  with  Law
              ---------------------

          (a)     WWWN  is  in  compliance  with all federal, state, foreign and
local  laws  (whether  statutory  or otherwise), ordinances, rules, regulations,
orders,  judgments,  decrees,  writs  and injunctions of any Governmental Entity
(collectively,  "LAWS")  applicable  to  the  use,  title  and possession of the
Acquired  Assets.
          (b)     WWWN  has  not  has  received  written  notification  from any
Governmental  Entity  within the past five years of any asserted present or past
failure  to  so  comply, which failure has not been appropriately and completely
resolved  that would impair the transfer of the use, title and possession of the
Acquired  Assets.
          (c)     WWWN  has  not  been  notified by any Governmental Entity that
WWWN  is in violation or alleged violation of any Law applicable to the Business
which  violation has not been appropriately and completely resolved, or that any
Governmental Entity contemplates any investigation or proceeding with respect to
any  such  violation  or  alleged violation which has not been appropriately and
completely  resolved  relating  to the use, title and possession of the Acquired
Assets.


                                       10
<PAGE>
     3.16     Permits.  The licenses, permits and authorizations of any federal,
              -------
state, local or foreign Governmental Entity that are necessary for the ownership
or leasing of the properties  or operation of the network equipment are included
in  the  Acquired  Assets and the conduct of the Business as now being conducted
(collectively,  the "PERMITS") are identified in Section 3.19 of WWWN Disclosure
Schedule.  All of the Permits are in full force and effect.  No violations exist
or,  to the knowledge of WWWN, have been reported in respect of the Permits.  No
notice  of  any proceeding has been served or otherwise given to WWWN or, to the
knowledge  of  WWWN,  is pending (without service or other notice) or threatened
seeking  the  revocation  or  limitation of any of the Permits as related to the
use,  title  and  possession  of  the  Acquired  Assets.

     3.17     Tax  Matters.
              ------------
          (a) For purposes of this Agreement, (i) "TAX RETURN" means any report,
statement, form, return or other document or information required to be supplied
to  a  taxing authority in connection with Taxes and (ii) "TAX" or "TAXES" means
any  United  States  or foreign federal, state, or local tax, including, without
limitation,  income  tax,  ad  valorem  tax,  excise  tax,  sales  tax, use tax,
franchise  tax,  gross  receipts  tax,  withholding  tax,  social  security tax,
occupation  tax,  service  tax, license tax, payroll tax, transfer and recording
tax,  severance tax, customs tax, import tax, export tax, employment tax, or any
similar  or other tax, assessment, duty, fee, levy or other governmental charge,
together  with  and  including, without limitation, any and all interest, fines,
penalties,  assessments  and  additions  to  tax resulting from, relating to, or
incurred  in  connection  with  any  such tax or any contest or dispute thereof.
          (b) All Tax Returns required to be filed on or before the Closing Date
by  the  WWWN  have  been  or  shall  be filed within the time prescribed by Law
(including extensions of time approved by the appropriate taxing authority). The
Tax  Returns  so filed are complete, correct and accurate representations of the
Tax  liabilities  of the WWWN and such Tax Returns accurately set forth or shall
accurately  set  forth  all  items  to  the  extent  required to be reflected or
included  in  such  returns.
          (c)  There  is  no  action,  suit, investigation, proceeding, audit or
claim  that has been served against or otherwise noticed to the WWWN, or, to the
knowledge  of  the WWWN, pending or proposed against or with respect to the WWWN
in  respect  of  any  Tax.  The  Acquired  Assets  will be delivered without any
material  or  immaterial  liens  for  Taxes  upon  any  of  the Acquired Assets.
          (d)  NextWeb  shall  be responsible for paying all applicable, if any,
sales  tax  directly  to the State of California for the Acquired Assets sold to
NextWeb  in  Schedule  1.02.

     3.18     Title  to  Assets.  WWWN  will  have  good, valid and indefeasible
              -----------------
title  to the Acquired Assets.  At the Closing the Acquired Assets shall be free
and  clear of all mortgages, liens, claims, charges, pledges, security interests
or  encumbrances  of  any  nature  whatsoever.

     3.19     Creditor Subordination:  All creditors claims shall be subordinate
              ----------------------
to  NextWeb  for  the  purchased  Acquired Assets and WWWN will protect the sale
interest  of  the  leased  Acquired Assets.  Any creditor claim in regard to the
sold  Acquired  Assets  shall  be  settled  by  WWWN  from  cash  on hand or via
arrangement with creditor to accept payments from WWWN or as outlined by a Court
of competent jurisdiction and approval of this agreement. NextWeb is a bona fide
purchaser  of  all  the  Acquired  Assets  identified  within  this  Agreement.

     3.20     Brokers.  WWWN  has  not  employed  any investment banker, broker,
              -------
finder  or similar agent in connection with any transaction contemplated by this
Agreement.

     3.21     Accuracy of Disclosure.  There is no information contained in this
              ----------------------
Agreement (whether in this Article III, any other portion of this Agreement, the
Appendices,  the  Exhibits  or  any  other  documents  or certificates delivered
pursuant  to  this Agreement) pertaining to the WWWN that, to the best knowledge
of the WWWN, contains an untrue statement of material fact or omits to state any


                                       11
<PAGE>
material  fact required to be stated in order to make the statements made herein
and  therein  not  materially  misleading.

                                   ARTICLE IV
                    REPRESENTATIONS AND WARRANTIES OF NEXTWEB

     NextWeb represents and warrants to WWWN as follows, except as otherwise set
forth  in the relevant section of the disclosure schedule of NextWeb provided to
WWWN  (the  "NEXTWEB  DISCLOSURE  SCHEDULES"  ATTACHED  HERETO):

     4.01     Organization  and  Qualification.  NextWeb  is  a corporation duly
              --------------------------------
organized,  validly existing and in good standing under the laws of the State of
California.  See  Schedule  4.01  Original Articles of Incorporation and Bylaws.

     4.02     Power  and  Capacity.
              --------------------
     (a)     NextWeb  has  or  will  have  all  requisite  power  and  authority
(corporate  and  otherwise) under its Certificate of Incorporation and Bylaws to
enter  into,  execute  and  deliver  this  Agreement and perform its obligations
hereunder  before  the closing as a condition precedent to this Agreement.  This
Agreement  has  been  duly  executed and delivered by NextWeb and is a valid and
binding  obligation  of  NextWeb, enforceable against NextWeb in accordance with
its  terms,  except  to  the  extent  that such enforceability may be limited by
applicable  board  of  director  approval,  series  D  financing,  bankruptcy,
insolvency, reorganization or other laws affecting the enforcement of creditors'
rights  generally  or  by  general  equitable  principles.
     (b)     The  execution,  delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby by NextWeb shall not result
in  a violation or breach of or constitute a default under any term or provision
of  the  Articles  of  Incorporation,  as  amended,  or  Bylaws  of  NextWeb.
     (c)     The  execution,  delivery and performance of this Agreement and the
consummation of the transactions contemplated hereby by NextWeb shall not result
in  a violation or breach of or constitute a default under any term or provision
of  the  Articles  of  Incorporation  or  Bylaws  of  NextWeb.

     4.03     No  Conflicts  - NextWeb.  The execution, delivery and performance
              ------------------------
of  this  Agreement  by  NextWeb  and  the  consummation  of  the  transactions
contemplated  hereby  shall  not
     (a)     result  in  the  creation  or  imposition of any security interest,
lien,  charge  or  other  encumbrance against NextWeb's assets.  Failure to make
payments  shall  only  impose  a  security  interest,  lien,  charge  or  other
encumbrance  against  the  Acquired  Assets.  This  Agreement  is secured by the
Acquired  Assets;  or
     (b)     violate,  affect  acceleration  of,  or  result  in  termination,
cancellation or modification of, or constitute a default under (i) any contract,
agreement or other instrument to which NextWeb is a party or by which NextWeb or
its  assets is bound or (ii) any note, bond, mortgage, indenture, deed of trust,
license,  lease,  contract, commitment, understanding, arrangement, agreement or
restriction  of  any  kind  or character to which NextWeb is a party or by which
NextWeb  may  be bound or affected or to which any of its assets may be subject;
or
     (c)     violate  any  Law;
     (d)     which  violation,  acceleration,  requirement,  termination,
modification  or  default  described in (a), (b), or (c) above could result in a
Material  Adverse  Effect  on  NextWeb  or the transactions contemplated by this
Agreement.

     4.05     Consents  and  Approvals.  Other than the Consent of the Board, as
              ------------------------
required  by  Article  III,  of  the  NextWeb Bylaws, NextWeb is not required to
obtain,  transfer  or  cause  to  be transferred any consent, approval, license,
permit  or  authorization  of,  or  make any declaration, filing or registration
with, any third party or any public body or authority in connection with (a) the
execution  and  delivery  by it of this Agreement or (b) the consummation of the
transactions  contemplated  hereby, other than those that may be required solely
by reason of the WWWN's (as opposed to any other third party's) participation in
the  transactions  contemplated hereby. Schedule 4.05 Unanimous Consent of Board
of  Directors.

     4.06     Brokers.  NextWeb  has not employed any investment banker, broker,
              -------
finder  or similar agent in connection with any transaction contemplated by this
Agreement.
     4.07  and  4.08  OMITTED.


                                       12
<PAGE>
     4.09     Knowledge of NextWeb.  NextWeb has made its decision to enter into
              --------------------
this  Agreement  and  to  consummate  the transactions contemplated hereby based
solely  upon  the representations and warranties and agreements made by the WWWN
hereunder  (as  modified  by  the  exceptions  that  are  set  forth in the WWWN
Disclosure  Schedule)  and  in the documents required to be delivered to NextWeb
under  Article  VII  hereof.

     4.10     Accuracy of Disclosure.  There is no information contained in this
              ----------------------
Agreement  (whether in this Article IV, any other portion of this Agreement, the
Appendices,  the  Exhibits  or  any  other  documents  or certificates delivered
pursuant to this Agreement) pertaining to NextWeb that, to the best knowledge of
NextWeb,  contains  an  untrue  statement of material fact or omits to state any
material  fact required to be stated in order to make the statements made herein
and  therein  not  materially  misleading.

                                    ARTICLE V
                        OTHER OBLIGATIONS OF THE PARTIES

     5.01     Conduct  of  the Business.   From the date hereof Acceptance until
              -------------------------
the  Closing,  except  as  otherwise  expressly set forth in this Agreement, and
except  for  costs  and  expenses  reasonably  incurred  in  connection with the
transactions  contemplated  by  this Agreement, WWWN shall conduct the business,
operations,  activities  and  practices of the Business only (i) in the ordinary
course,  (ii)  in  accordance  with  prudent practice and (iii) to the extent in
compliance  with  the  standards  of  items  (i)  and (ii), consistent with past
practice.  Without  limitation  of  the  foregoing,  from the date hereof to the
Closing,  the  WWWN  shall  NOT  authorize,  declare  or  consummate as follows:
                            ---
     (a) any distributions of Acquired Assets of the Business to any stockholder
of  WWWN;
     (b)  any  sale  of  the  Acquired  Assets  or  any  consolidation or merger
involving  the  Acquired  Assets;  or
     (c)  the  sale  of  any  new  or unmentioned services inconsistent with the
current  WWWN  business,  includingany  dial  -up  services  as  of July 1, 2002
creating  dial-up  Customer  Service  Contracts;  or
     (d)  the  sale of any dedicated wireless services for less than the current
WWWN  list  prices  as  of  July  1,  2002.

     5.02     Access  to  Books  and  Records.  In order that NextWeb may have a
              -------------------------------
full  opportunity  to make investigations of the Business in connection with the
actions  contemplated  by  this Agreement, the WWWN shall permit NextWeb and its
counsel,  accountants,  auditors, lenders, consultants and other representatives
reasonable  access,  upon  reasonable notice, to all of the offices, properties,
books  and  records,  contracts  and commitments of the WWWN with respect to the
Business  from  the  date  hereof  through  the  Closing  Date.

     5.03     Consents.  The  WWWN  and  the  NextWeb  agree to use commercially
              --------
reasonable  best  efforts  to  obtain  prior  to  the  Closing  all consents and
approvals  necessary,  in the reasonable determination of NextWeb, to consummate
the  transactions  contemplated  hereby,  including,  without  limitation,  the
consents  and  approvals  listed  or  referred  to  in  Article  3.  of the WWWN
Disclosure  Schedule.  All  such  consents  shall  be in writing and in form and
substance  reasonably satisfactory to NextWeb, and executed counterparts thereof
shall  be delivered to NextWeb promptly after receipt thereof by the WWWN but in
no  event  later  than the Closing.  Including but not limited to the Consent of
the  Board  or  the  Consent  of  the  Court  as  may  be  required.
     5.04     Other  Transactions.  Prior to the Closing (or termination of this
              -------------------
Agreement pursuant to Article 7, WWWN shall not, and shall not permit any of the
WWWN's  officers,  directors, employees or other representatives to, directly or
indirectly,  encourage, solicit or initiate or participate in negotiations with,
or  provide  any  information  or assistance to, any Person (other than NextWeb,
NextWeb  and  their  representatives)  concerning  any sale of any or all of the
Acquired  Assets  or  similar  transaction  involving the Business or any of the
Acquired  Assets other than the transactions contemplated between the parties by
this  Agreement unless required by law, Court of appropriate jurisdiction, rules
of  Bankruptcy  or  other  precedent  legal  duty  or  obligation.

     5.05     Supplemental  Disclosure  by  the  WWWN.
              ---------------------------------------


                                       13
<PAGE>
     (a)     WWWN  Disclosure  Schedule  shall  be  considered to be part of the
representations  and  warranties  of  WWWN.
     (b)     Following  delivery  of  the  WWWN  Disclosure  Schedules  attached
hereto,  in accordance with the provisions of Article IV, and continuing through
the  Closing,  WWWN  shall  have  the obligation on the date that is one (1) day
prior  to  the Closing Date to supplement or amend WWWN Disclosure Schedule with
respect  to  any  matter  hereafter  arising or discovered which, if existing or
known at the date of this Agreement, would have been required to be set forth or
described  in  such  specific  Sections  of the WWWN Disclosure Schedules ("WWWN
SUPPLEMENTAL  DISCLOSURES").
     (c)     WWWN  acknowledges  that  the  WWWN  Disclosure  Schedules  are  an
important  and  integral  part  of this Agreement.  NextWeb shall be entitled to
treat  the  WWWN  Supplemental  Disclosures  as  a  breach  of  the  appropriate
representation or warranty, whether or not the event or condition giving rise to
the  WWWN  Supplemental  Disclosures  occurred  on  or prior to the date hereof,
unless  such  supplementation  or amendment is a result of any of the activities
not  prohibited  by  Section  5.01  ("SECTION  5.01  ITEMS").
     5.06     Supplemental  Disclosure  by  NextWeb.
              -------------------------------------
     (a)     The  NextWeb  Disclosure Schedule shall be considered to be part of
the  representations  and  warranties  of  NextWeb.
     (b)     Until  the Closing, NextWeb shall have the continuing obligation on
the  date  that  is one (1) day prior to the Closing Date to supplement or amend
the  NextWeb Disclosure Schedule with respect to any matter hereafter arising or
discovered which, if existing or known at the date of this Agreement, would have
been  required  to  be set forth or described in the NextWeb Disclosure Schedule
("NEXTWEB  SUPPLEMENTAL  DISCLOSURES").
     (c)     NextWeb  acknowledges  that  the  NextWeb Disclosure Schedule is an
important  and  integral  part of this Agreement.  The WWWN shall be entitled to
treat  any  NextWeb  Supplemental  Disclosures  as  a  breach of the appropriate
representation or warranty, whether or not the event or condition giving rise to
such  NextWeb  Supplemental Disclosures occurred on or prior to the date hereof;
provided,  that  as  a  result  of  the  occurrence  of the Closing despite such
supplementation  or amendment of the NextWeb Disclosure Schedule, the WWWN shall
be  deemed  to  have  waived  any  breach  arising  from such supplementation or
amendment.

     5.07     Covenant  to Satisfy Conditions.   WWWN and NextWeb shall each use
              -------------------------------
their  commercially  reasonable  best  efforts to insure that the conditions set
forth  in  Article  VI  hereof are satisfied, insofar as such matters are within
their  respective  control.

     5.08     Provision  of  the  Business'  Financial  Statements.
              ----------------------------------------------------
     (a)     Until  the  Closing,  within  ten  business days of the end of each
calendar  month,  WWWN  shall  deliver  to NextWeb a copy of unaudited financial
statements  of  the Business for the period beginning January 1, 2002 and ending
on the last day of such period.  Such financial statements shall be accurate and
correct  in  all material respects and fairly present the financial position and
results  of  operations  of  the  Business  for the period therein identified in
conformity with GAAP consistently applied (except that such financial statements
shall  not  be  required  to  include notes or normal year end adjustments) (the
"JULY  2002  AND  YEAR  TO  DATE  FINANCIAL  STATEMENTS").
     (b)     Each  of  the  Year  to  Date Financial Statements shall include an
unaudited  income  statement,  balance  sheet  and statement of cash flow of the
Business  as  of  the  end  of  such  period.

     5.09     Confidentiality.  The  parties  acknowledge  and  affirm  their
              ---------------
obligations  regarding confidentiality set forth in their mutual confidentiality
letters  dated  on  or  about  January  3,  2002.  No  party  shall  release any
information  regarding  this  Agreement  or the transactions contemplated hereby
without the prior written consent of each other party hereto. Schedule 5.09 NDA.
     (a)     Necessary  Contacts.   Authorization  to contact vendors, necessary
             -------------------
parties,  and  customers  upon  the  approval  of this Agreement by WWWN and the
appropriate  Court,  to  facilitate  the  completion  of  this  agreement may be
contacted  without breach of this confidentiality clause.  Vendors and necessary
parties  shall  be  included,  but  shall  not  be  limited  to, any collocation
provider,  any  site  location  manager  or  owner,  equipment  distributors,


                                       14
<PAGE>
shareholders,  and  any  party  reasonably necessary to the disclosure under the
terms  of  this  Agreement.
     (b)     Press  Release  AuthorizationUpon Court approval of the Agreement,
             -----------------------------
this  Authorization shall entitle NextWeb and WWWN to make a press release as to
the  purchase of the Acquired Assets of WWWN but shall not disclose the material
terms,  including  price  and  structure,  under  this  agreement.

                                   ARTICLE VI
                   CONDITIONS PRECEDENT/CONDITIONS SUBSEQUENT

6.01     Conditions  Precedent  and  Subsequent  to
         ------------------------------------------
Obligations  of  WWWN.  The obligations of WWWN under this Agreement are subject
---------------------
to  the  satisfaction or, unless prohibited by law, the waiver by NextWeb, at or
before  the Closing, of each of the following conditions unless the condition is
subsequent  to  the  closing  date:

     (a)     Representations and Warranties.  The representations and warranties
             ------------------------------
of the WWWN contained in Article III herein shall be true, complete and accurate
in  all  material respects as of the date when made and at and as of the Closing
Date  as though such representations, warranties and statements were made at and
as  of  such  date;  provided,  however, that the representations and warranties
contained in Article III herein shall be deemed as of the date hereof to include
any  Section  5.01  Items  specifically  referenced  in  this  Agreement.
     (b)     Performance.   The  WWWN shall have performed and complied with all
             -----------
agreements,  obligations  and  conditions  required  by  this Agreement to be so
performed  or  complied  with  by  it  at  or  prior  to  the  Closing.
     (c)     No  Injunction.  On  the  Closing Date, there shall be no effective
             --------------
injunction,  writ,  preliminary  restraining  order  or  any order of any nature
issued  by  a  court  of  competent  jurisdiction restraining or prohibiting the
consummation  of  the  transactions  contemplated hereby.  Should an injunction,
writ, preliminary restraining order or any order of any nature issued by a court
of  competent  jurisdiction  restraining  or prohibiting the continuation of the
transactions  contemplated  in  this  Agreement,  WWWN  shall take all available
measures  to  remove  or  satisfy any demand, offset or request in regard to the
Acquired  Assets,  in  possession  of  NextWeb.
     (d)     No  Litigation.  There  shall  not  be  threatened,  instituted  or
             --------------
pending  any  suit,  action,  investigation,  inquiry  or other proceeding by or
before any court or governmental or other regulatory or administrative agency or
commission  requesting  or  looking toward an order, judgment or decree that (i)
restrains  or prohibits the consummation or the continuation of the transactions
contemplated  hereby  or  (ii)  would have a Material Adverse Effect on the use,
possession  and/or  title  of  the  Acquired  Assets  free  and  clear of liens.

     (e)     Consents and Approvals.  All consents, approvals and authorizations
             ----------------------
of  all  third  parties  and  Governmental  Entities shall have been obtained in
accordance  with the terms of Section 5.03 and Section 5.07 hereof and otherwise
which  are  necessary, in the reasonable determination of NextWeb, in connection
with  (i)  the  execution  and  delivery by the WWWN of this Agreement, (ii) the
consummation  by  the  WWWN of the transactions contemplated hereby or (iii) the
ongoing conduct by the WWWN of the effect on the use, possession and/or title of
the  Acquired  Assets  substantially  as  conducted  on  the  date  hereof.
     (f)     No  Material  Adverse  Change.  Except  as  specifically  disclosed
             -----------------------------
herein  or  in the WWWN Disclosure Schedule, the events occurring since the date
hereof  and  hereafter  and the conditions arising since such date shall not, in
the  aggregate,  have  resulted  in,  or  with the passage of time or otherwise,
reasonably  be  expected  to  result in, a Material Adverse Change regarding the
Effect  on  the  use,  possession  and/or  title  of  the  Acquired  Assets.
     (g)     Documents.  All documents to be delivered by the WWWN to NextWeb at
             ---------
the  Closing  shall  be  duly  executed  and  in  form  and substance reasonably
satisfactory  to  NextWeb.
     (h)     Other.  NextWeb  shall  have  received  such  other  documents  or
             -----
certificates  as  NextWeb  may  reasonably  have  requested,  including, without
limitation,  certificates  of  existence and good standing with respect to  WWWN
from  the  appropriate  authority  in  its  jurisdiction  of  incorporation  and
certificates  of  qualification  and good standing with respect to the WWWN from
the  appropriate authority in each foreign jurisdiction in which it is qualified
to  do  business.


                                       15
<PAGE>
     (i)     Location  (POP)  Contracts.
             --------------------------
WWWN  shall,  upon request, assist NextWeb in negotiating contracts on behalf of
NextWeb at all POP locations listed in 1.02(g) to be acquired by NextWeb. Should
any costs to acquire contracts increase in a materially adverse manner (creating
cause  for cancellation or loss of customers to be deducted from Article II), or
subject  to  additional  payment  of  a  WWWN obligation, WWWN shall satisfy the
outstanding  obligation  and  assist  in  the  negotiation  of  the  contract.
     (j)     Customer  Service  Contracts/
             -----------------------------
Accounts  Receivable.  WWWN  shall,  upon request, assist NextWeb in maintaining
--------------------
all  Customer  Service  Contracts,  Accounts  Receivable,  as listed in Schedule
1.02(c).  Including  without  limitation,  individual calls to every customer in
regard  to  the  sale and/or emails to each customer that can not be reached via
telephone.  Should any Customer Service Contract be terminated for any reason or
no  reason,  WWWN  shall  have  no recourse against NextWeb for the termination.

     6.02     Conditions  Precedent  to Obligations of NextWeb.  The obligations
              ------------------------------------------------
of  NextWeb  under  this  Agreement  are  subject to the satisfaction or, unless
prohibited  by law, the waiver by WWWN, at or before the Closing, of each of the
following  conditions:

     (a)     Representations and Warranties.  The representations and warranties
             ------------------------------
of NextWeb contained herein shall be true, complete and accurate in all material
respects  as  of  the date when made and at and as of the Closing Date as though
such  representations  and  warranties  were  made  at  and  as  of  such  date.
     (b)     Performance.  NextWeb  shall  have  performed and complied with all
             -----------
agreements,  obligations  and  conditions  required  by  this Agreement to be so
performed  or  complied  with  by  them  at  or  prior  to  the  Closing.
     (c)     Series  D.  NextWeb shall have received formal commitments from its
             ----------
investors  to fund this sale prior to Court Approval and substantially completed
the  Series  D  funding  before  closing.
     (d)     Certificates.  NextWeb  shall have delivered to WWWN a certificate,
             ------------
dated  the  Closing  Date  and  executed  by  its  Chief  Executive Officer, and
President,  certifying  its  fulfillment of the conditions specified in Sections
6.02(a)  (b)  and  (c)  hereof.
     (e)     Organizational  Documents.  NextWeb shall have delivered to  WWWN a
             -------------------------
certificate,  dated  the  Closing  Date,  executed by its Secretary or Assistant
Secretary  and  certifying  as  to  its  Certificate  of  Incorporation, Bylaws,
enabling  resolutions,  incumbency  of  signatories  and  other related matters.
NextWeb  shall  have  delivered  to  WWWN a certificate, dated the Closing Date,
executed  by  its  Secretary  or  Assistant  Secretary  and certifying as to its
Certificate  of  Incorporation,  Bylaws,  enabling  resolutions,  incumbency  of
signatories  and  other  related  matters.
     (f)     Documents.  All  documents  to  be delivered by NextWeb to  WWWN at
             ---------
the  Closing  shall  be  duly  executed  and  in  form  and substance reasonably
satisfactory  to  the  WWWN.
     (g)     Other.  WWWN  shall  have  received  such  other  documents  or
             -----
certificates  as  WWWN  may  have  reasonably  requested,  including,  without
limitation,  a  certificate  of  good standing with respect to  NextWeb from the
appropriate  authority  in  its  respective  jurisdiction  of  incorporation and
certificates  of  good  standing  with  respect  to NextWeb from the appropriate
authority  in  each  jurisdiction  in  which  it  is  qualified  to do business.
     (h)     Location  (POP) Contracts.  NextWeb shall make arrangements for all
             -------------------------
POP  locations  to  enter  into substantially similar agreements with NextWeb as
previously existed with WWWN.  Should any costs to acquire contracts increase in
a  materially  adverse  manner  (creating  cause  for  cancellation  or  loss of
customers to be deducted from Article II), or subject to additional payment of a
WWWN obligation, WWWN shall satisfy the outstanding obligation and assist in the
negotiation  of  the  contract.


                                   ARTICLE VII
                            TERMINATION OF AGREEMENT

     7.01     Termination of Agreement.  This Agreement may be terminated at any
              ------------------------
time  prior  to  the  Closing:

     (a)     by  mutual  agreement  of  the  WWWN  and  NextWeb;
     (b)     by WWWN, on or after the closing date, if (i) any of the conditions
provided in Section 6.02 hereof have not been met or, to the extent permitted by


                                       16
<PAGE>
applicable  law,  have not been waived in writing by the WWWN prior to such date
and  (ii)  the  WWWN  is  not  in  breach of any of its agreements hereunder; or
     (c)     by  NextWeb,  on  or  after  the  closing  date  if  (i) any of the
conditions  provided  in Section 6.01 hereof of this Agreement have not been met
or,  to  the extent permitted by applicable law, have not been waived in writing
by  NextWeb  prior  to such date and (ii) NextWeb is not in breach of any of its
agreements  hereunder.
     (d)     by  either  party  in  the  event  of  a material adverse effect or
material  change,  as  defined  in  Article  IX.
     (e)      by  NextWeb  in  the  event  the  Assets  are  not free from lien.
     (f)     by  NextWeb  in  the  event  that the reduction in MRR is more than
$15,000
     (g)     by  NextWeb  in  the event of a serious WWWN network outage of more
than  3  hours  during peak usage hours of 7:00 AM and 5:30 PM or 5 hours during
non-peak  hours
     (h)     by  NextWeb  in  the  event  the approval and Order granted by  the
Court  of appropriate jurisdiction is not granted in a reasonable amount of time
to  close  on  October  31  2002.
     (i)     by NextWeb in the event any one key employee or member of essential
management  terminates  employment (voluntary or involuntary) or in the even any
two  employees  terminate  (voluntary  or  involuntary).
     (j)     by  either  party  if  it is imminent that NextWeb will not receive
substantial  support  of  its  investors.
     7.02     Procedure  Upon  Termination.  In the event of termination by WWWN
              ----------------------------
or  NextWeb  pursuant  to Section 7.01, written notice thereof shall promptly be
given  to  the other parties and the transactions contemplated by this Agreement
shall  be  terminated, without further action by any party.  If the transactions
contemplated  by  this Agreement are terminated as provided herein, the WWWN and
NextWeb  shall return all documents, work papers and other material of any other
party  relating  to  the  transactions  contemplated hereby, whether so obtained
before  or  after  the  execution  hereof,  to  the  party  furnishing the same.

7.03     REMEDY  FOR  TERMINATION  /  BREAK-UP  FEE-
         ------------------------------------------
     (a)     Should  this  agreement  be terminated by Debtor in Possession or a
Court  appointed  Trustee for the Bankruptcy Estate  for any reason in 7.01, the
following  remedy  shall  apply.  WWWN and NextWeb shall not have the ability to
sue  for  actual,  consequential  or  liquidated  damages  as  related  to  the
termination  of  this  Agreement.  Each  party will have sustained the burden of
their  own  costs  of  due  diligence  in  the  investigation and review of this
agreement  at  their own risk.  Each party hereby waives any and all rights, and
indemnifies  the  other  for  any  liability,  for  the failure to complete this
Agreement  for  any  reason  outlined  in  7.01.
     (b)     BREAK  -UP  FEE.  In  the  event  that  any  of the Acquired Assets
identified  in  this  Agreement  are  sold  to  a  third party by means of Court
approved  sale  of  assets free and clear of liens, eliminating value to NextWeb
under  this Agreement, NextWeb shall receive reasonable break-up fee as approved
by  the  Court and to be paid from the Bankruptcy Estate or WWWN, as applicable,
in  the  amount  of  Thirty  Thousand Dollars ($30,000).  The break up fee shall
cover due diligence expenses, attorneys' fees, travel expenses, actual expenses,
and  other  incurred  incidental  and  consequential  expenses.  Said reasonable
expenses  to be paid as a break-up fee are agreed by WWWN, NextWeb and the Court
of  appropriate  Jurisdiction  to  be  Thirty Thousand Dollars ($30,000).   This
break-up  fee shall either be approved by the Court prior to Notice to Creditors
or  shall  be  contained  within  the  Notice  to Creditors upon filing with the
Bankruptcy  Court.

                                  ARTICLE VIII
                                 INDEMNIFICATION

     8.01     Survival  of  Representations and Warranties.  All representations
              --------------------------------------------
and  warranties  made  hereunder  shall  survive any investigation made by or on
behalf  of any party hereto and shall survive for a period of one year following
the  Closing;  provided however, that the representations and warranties made by
WWWN in Section 3.02(a), in the first sentence of Section 3.02(b) and in Section
3.18 (collectively, the "SURVIVING REPS AND WARRANTIES") NextWeb representations
Section  4  and  Section  7.03  shall  survive  forever.


                                       17
<PAGE>
     8.02     Indemnification  by  WWWN.  Subject  to  the provisions of Section
              -------------------------
8.03 below, the WWWN shall, jointly and severally, pursuant to the terms of this
Article  VIII,  indemnify,  defend  and  hold  harmless  NextWeb  and any of its
directors,  officers,  stockholders,  employees,  representatives,  affiliates,
subsidiaries,  successors and assigns and its subsidiaries' directors, officers,
employees,  representatives,  affiliates,  subsidiaries,  successors and assigns
(collectively,  the  "NEXTWEB  GROUP"),  at any time after the Closing, from and
against  all  demands, claims, actions or causes of action, assessments, losses,
damages,  liabilities,  costs  and  expenses  including,  without  limitation,
interest, penalties and reasonable attorneys' fees and expenses, after deducting
any  insurance  proceeds  received by the NextWeb Group in connection therewith,
(collectively  "NEXTWEB  GROUP DAMAGES") asserted against, resulting to, imposed
upon  or  incurred  by  the  NextWeb  Group  or  any member thereof, directly or
indirectly,  by reason of or resulting from (i) a breach of or inaccuracy in any
representation,  warranty or agreement of the WWWN contained in or made pursuant
to  this  Agreement  or any facts or circumstances constituting such a breach or
inaccuracy  or  (ii)  the nonperformance or nonpayment by WWWN of obligations or
liabilities  relating  to the Acquired Assets other than the Assumed Liabilities
(collectively,  "NEXTWEB  CLAIMS").

     8.03     Limitations  Regarding  Indemnification  Obligations  of  WWWN.
              --------------------------------------------------------------
Notwithstanding  any  other  provision  in  this Agreement, WWWN's obligation to
indemnify  the NextWeb Group pursuant to Section 8.02 hereof against any NextWeb
Group  Damages  sustained  by  reason  of  any NextWeb Claim shall be limited to
NextWeb Claims (other than NextWeb Claims arising in connection with a breach or
inaccuracy  of  the  Surviving Representations and Warranties, for which NextWeb
Claims  may  be  made  forever)  as to which any member of the NextWeb Group has
given to WWWN written notice thereof on or prior to the first anniversary of the
Closing  Date  (whether  or not NextWeb Group Damages have by then actually been
sustained);  provided,  that  the  provisions  for  indemnity  contained in this
             --------
Agreement shall be effective against WWWN only after the aggregate amount of all
NextWeb  Claims for which WWWN are jointly and severally liable hereunder equals
or exceeds the amount of $1,500, and then, after such threshold is met, from the
first  dollar  of  NextWeb  Group  Damages  (i.e.,  once the aggregate indemnity
liability  exceeds  $1,500,  the first $1,500 of NextWeb Group Damages are to be
borne  by  the WWWN rather than the NextWeb Group), but in no event in excess of
20%  of the Total Purchase Price payable hereunder to WWWN; provided, that, with
respect  to  NextWeb  Group Damages arising from the breach or inaccuracy of the
Surviving  Reps  and  Warranties,  the NextWeb Group Damages for which indemnity
shall  be provided hereunder by WWWN shall be unlimited in amount; and provided,
                                                                       --------
further  that  any  indemnification  in  respect  of  NextWeb  Claims covered by
-------
disclosure under the terms of this Agreement shall not be barred by the one-year
anniversary  date  otherwise  applicable  to  NextWeb  Claims.

     8.04     Indemnification  by NextWeb.  Subject to the provisions of Section
              ---------------------------
8.03,  the  NextWeb  shall, jointly and severally, pursuant to the terms of this
Article VIII, indemnify, defend and hold harmless WWWN and any of its directors,
officers,  stockholders,  employees,  representatives, affiliates, subsidiaries,
successors  and  assigns  and  its subsidiaries' directors, officers, employees,
representatives, affiliates, subsidiaries, successors and assigns (collectively,
the  "WWWN GROUP"), at any time after the Closing, from and against all demands,
claims,  actions or causes of action, assessments, losses, damages, liabilities,
costs  and  expenses  including,  without  limitation,  interest,  penalties and
reasonable  attorneys' fees and expenses, after deducting any insurance proceeds
received  by  the  WWWN Group in connection therewith, (collectively "WWWN GROUP
DAMAGES")  asserted  against, resulting to, imposed upon or incurred by the WWWN
Group  or  any member thereof, directly or indirectly, by reason of or resulting
from  (i) a breach of or inaccuracy in any representation, warranty or agreement
of  NextWeb  contained  in  or  made  pursuant to this Agreement or any facts or
circumstances  constituting  such  a  breach  or  inaccuracy  or  (ii)  the
nonperformance  or  nonpayment by NextWeb of obligations or liabilities relating
to  the  Acquired Assets other than the Assumed Liabilities (collectively, "WWWN
CLAIMS").

     8.05     Limitations  Regarding  Indemnification  Obligations  of  NextWeb.
              -----------------------------------------------------------------
Notwithstanding  any  other provision in this Agreement, NextWeb's obligation to


                                       18
<PAGE>
indemnify  WWWN  Group  pursuant to this section 8.04 against WWWN Group Damages
sustained  by  reason  of  any WWWN Claims shall be limited to WWWN Claims as to
which  WWWN has given to NextWeb written notice thereof on or prior to the first
anniversary  of the Closing Date (whether or not WWWN Group Damages have by then
actually  been  sustained); and, provided, further, the provisions for indemnity
                                 --------  -------
contained  in  this  Agreement shall be effective against NextWeb only after the
aggregate amount of all WWWN Claims for which NextWeb is liable hereunder equals
or exceeds the amount of $1,500, and then, after such threshold is met, from the
first dollar of WWWN Group Damages (i.e., once the aggregate indemnity liability
exceeds  $1,500,  the  first  $1,500  of  WWWN  Group Damages are to be borne by
NextWeb  rather  than  the  WWWN Group); but in no event in excess of 20% of the
Total  Purchase  Price payable hereunder to WWWN provided, that, with respect to
WWWN  Group  Damages arising from the breach or inaccuracy of the Surviving Reps
and  Warranties,  the  WWWN  Group Damages for which indemnity shall be provided
hereunder  by  NextWeb  shall be unlimited in amount; provided, further that any
                                                      --------  -------
indemnification  in  respect  of WWWN Claims covered by the disclosure under the
terms  of  this  Agreement  shall not be barred by the one-year anniversary date
otherwise  applicable  to  WWWN  Claims.

     8.06     Conditions of Indemnification.  The obligations and liabilities of
              -----------------------------
the  parties  with respect to WWWN Claims and NextWeb Claims (jointly, "CLAIMS")
shall  be  subject  to  the  following  terms  and  conditions:

     (a)     The  indemnified  party  shall  give  the indemnifying party prompt
notice  of  any such Claim (which Claim shall be made in good faith only), which
notice  shall  include,  in  reasonable  detail,  the  facts  and  circumstances
surrounding  the  Claim  and  the  amount of NextWeb Group Damages or WWWN Group
Damages,  as  the  case  may be ("DAMAGES") actually sustained and/or reasonably
expected  to  be  sustained  there from, although the failure of the indemnified
party  to  give  notice  promptly  shall not relieve the indemnifying party from
their  indemnity  obligations  hereunder  (except  to  the  extent  that  the
indemnifying  party  is  able to prove that the amount of Damages increased as a
result  of  the  failure  by the indemnified party to give the notice promptly).
     (b)     The  indemnified  party  shall  provide the indemnifying party with
notice of any proposed settlement or compromise of such Claim (as far in advance
of  the  actual  settlement  or  compromise  of  the  Claim  as  is  reasonably
practicable);  provided,  that if such Claim is settled without the indemnifying
               --------
party's  consent  (which  consent  shall  not  be  unreasonably  withheld),  the
indemnified  party  shall be deemed to have waived all rights to indemnification
hereunder  for  Damages  arising  out  of  such  Claim.
     (c)     As  soon  as  practicable after the delivery of the notice provided
for  by  Section  8.06(a)  hereof,  the  indemnified  party  shall  provide  the
indemnifying  party with its actual Damages (in cases in which such Damages have
actually  been  sustained on or prior to the second anniversary of the Closing),
supported by the reasoning for such Damages, or a good faith estimate of Damages
(in  cases in which such Damages have not been actually sustained on or prior to
the  second  anniversary  of  the  Closing), supported by the reasoning for such
estimate.  The  indemnifying  party  shall  have  30  days  from  receipt of the
indemnified party's proposal to respond to the indemnified party with acceptance
of the proposed Damages amount or a counter-proposal relating thereto; provided,
that  if  the indemnifying does not respond within such 30 days, the indemnified
party  shall  be  entitled  to  have  its  proposed Damages paid as set forth in
Section 8.07 hereof.  In cases where the parties otherwise agree on the Damages,
the indemnified party shall be entitled to have its proposed Damages paid as set
forth  in  Section  8.07  hereof.  If  the  indemnifying  party  submits  a
counter-proposal regarding Damages that is not accepted by the indemnified party
(and  the  indemnified party so notifies the indemnifying party), either or both
of  the  indemnified  party  and  the  indemnifying party may proceed with their
rights  under  the  provisions  of  Section  9.10  hereof.

     8.08     Remedies  Cumulative. The remedies provided herein for breaches of
              --------------------
representations  and warranties and agreements shall be cumulative and shall not
preclude  assertion  by  either  party of any other rights or the seeking of any


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other  remedies  unless  those  other  rights or remedies are waived within this
agreement.

                                   ARTICLE IX
                                  MISCELLANEOUS

     9.01     Definition  of  Knowledge.  For the purpose of this Agreement, the
              -------------------------
Exhibits  and Appendices to this Agreement, the WWWN Disclosure Schedule and the
NextWeb  Disclosure  Schedule,  the phrases "to the best knowledge" of any party
and  "known" and words of like effect shall mean to the actual knowledge of such
party  and  any  executive  officer  or director of any such party, which actual
knowledge  shall  also  be deemed to include information existing in the records
and  files  of  such  party.

     9.02     Certain  Definitions.
              --------------------

     (a)     "MATERIAL  ADVERSE  EFFECT" or "MATERIAL ADVERSE CHANGE" means, (i)
with  respect  to  WWWN or the Acquired Assets, any change, occurrence or effect
(direct or indirect) on the business, operations, properties (including tangible
properties),  condition  (financial  or otherwise), assets, prospects (solely to
the  extent  such  prospects  are  related  to events specifically involving the
Business), obligations or liabilities (whether absolute, contingent or otherwise
and  whether  due  or  to  become  due) of the Business that reasonably could be
expected  to  exceed  $15,000  and,  (ii)  with  respect to NextWeb, any change,
occurrence  or  effect  (direct or indirect) on the Acquired Assets, operations,
properties  (including tangible properties), condition (financial or otherwise),
assets,  prospects  (solely  to  the extent such prospects are related to events
specifically  involving  NextWeb), obligations or liabilities (whether absolute,
contingent  or  otherwise  and  whether  due  or to become due) of  NextWeb that
reasonably  could  be  expected  to  exceed  $15,000.
          i)     The  degeneration  of the MRR by more than $15,000 from July 1,
2002  till  closing  date  is  a  Material  Adverse  Change.
          ii)     The increase of operating costs to an amount more than $15,000
per  month  is  a  Material  Adverse  Change
          iii)     The  network  outage  of  3  hours during peak Internet usage
hours  of  7:00  AM and 5:30 PM or 5 hours during non-peak hours that affects at
least  two  (2)  or  more  customers  within  Customer  Service  Contracts.

     (b)     "MATERIAL"  or  "MATERIALLY" or words of like effect shall refer to
items capable of producing a monetary effect of (i) with respect to the Acquired
Assets,  at  least  $15,000  on  the business, operations, properties (including
intangible  properties),  condition (financial or otherwise), assets, prospects,
obligations  or  liabilities  (whether  absolute,  contingent  or  otherwise and
whether  due  or  to become due) of the Acquired Assets and (ii) with respect to
NextWeb,  at  least  $15,000  on  the Acquired Assets via operations, properties
(including  intangible  properties),  condition  (financial or otherwise), asset
maintenance, prospects, obligations or liabilities (whether absolute, contingent
or  otherwise  and  whether  due  or  to  become  due)  of  NextWeb.

     9.03     Expenses,  Taxes,  Etc.  Each  of the parties hereto shall pay all
              -----------------------
fees  and  expenses (including, without limitation, legal fees, accounting fees,
consulting  and investment advisor fees) incurred by it or any of its affiliates
in  connection  with  the  transactions  contemplated  by  this  Agreement.

     9.04     Successors  and  Assigns.  No party shall have the right to assign
              ------------------------
all  or  any  part  of  its interest in this Agreement without the prior written
consent  of  the  other parties.  Consent to assignment will not be unreasonably
withheld.  Assignment  will  be  automatic  upon either party being purchased or
acquired  by  an entity owning at least 51% ownership of either NextWeb or WWWN.

     9.05     No Third-Party Benefit.  Nothing in this Agreement shall be deemed
              ----------------------
to  create  any  right  or obligation in any Person not a party hereto, and this
Agreement shall not be construed in any respect to be a contract or agreement in
whole  or  in  part  for  the  benefit of or binding upon any Person not a party
hereto  except  as  necessary  for  the  approval  of  the  sale  by  a court of
appropriate  jurisdiction  as  may  be  required.

     9.06     Entire  Agreement;  Amendment.  This  Agreement, the Exhibits, the
              -----------------------------
Appendices, the Business Disclosure Schedule and the NextWeb Disclosure Schedule
hereto  (the  "PURCHASE  DOCUMENTS")  constitute  the entire agreement among the
parties  hereto  with  respect  to  the  transactions  contemplated herein.  The
Purchase  Documents  supersede all prior oral and written agreements, memoranda,
understandings  and  undertakings  between  the  parties  hereto relating to the
subject  matter hereof.  This Agreement may not be modified, amended, altered or
supplemented  except  by  a written instrument executed and delivered by each of
the  parties  hereto.


                                       20
<PAGE>
     9.07     Reformation  and Severability.  If any provision of this Agreement
              -----------------------------
is  held  to  be  illegal, invalid or unenforceable under present or future laws
effective  during  the  term  hereof  and  such  illegality,  invalidity  or
unenforceability  does  not result in a material failure of consideration, then:

     (a)     in  lieu of such illegal, invalid or unenforceable provision, there
shall  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;  and
     (b)     the  legality,  validity  and  enforceability  of  the  remaining
provisions  hereof  shall  not  in  any  way  be  affected  or impaired thereby.

     9.08     Notices.  All  notices, demands and requests which may be given or
              -------
which  are  required  to  be  given hereunder, shall be in writing and delivered
either  by  registered or certified mail, return receipt requested, by reputable
overnight  delivery service.  Notices shall be deemed given when received (i) if
sent by reputable overnight delivery service (as evidenced by the signed airbill
for such overnight delivery), or (ii) if by certified or registered mail, return
receipt  requested  (as  evidenced by the date indicated on the return receipt).
For  purposes of this Section 9.08, the addresses of the parties for all notices
are  as  follows  (unless  changed  by  similar  notice  in writing given by the
particular  person  whose  address  is  to  be  changed):

     If  to  NextWeb:
          NextWeb,  Inc.
          48890  Milmont  Drive,  Suite  106D
          Fremont,  California  94538
          Attention:  David  Williams
          Fax:     (510)  661-0935
     with  a  copy  to:
          NextWeb,  Inc.
          48890  Milmont  Drive,  Suite  106D
          Fremont,  California  94538
          Attention:  Contracts/  Legal  Dept.
          Fax:     (510)  661-0935

     If  to  the  WWWN:
          WWWN,  Inc.
          770  The  City  Drive  South,  Suite  3700
          Orange,  California  92868
          Attn:  Jerry  Collazo
          Fax:  714  917  2485
     with  a  copy  to:
          Mr.  Steve  Button
          770  The  City  Drive  South,  Suite  3700
          Orange,  California  92868

or  to  such  other address as the person to whom notice is to be given may have
previously  furnished  to  the  other  in writing in the manner set forth above,
provided  that  notice  of  a  change of address shall be deemed given only upon
receipt.

     9.09     Number  and  Gender.  When  the context in which words are used in
              -------------------
this  Agreement  indicates that such is the intent, words in the singular number
shall  include  the  plural and the masculine gender shall include the neuter or
female  gender  as  the  context  may  require.

9.10  Survival:  The  Documents  provided  by WWWN and NextWeb, Inc. attached to
this agreement shall survive any termination of the agreement and shall be valid
representations  of fact as best known to each of the parties upon presentation.
Upon  termination  the  following  Articles  of  this  Agreement  shall survive:

     9.10     GOVERNING  LAW;  ARBITRATION.
              ----------------------------
     THE  LAWS  OF  THE  STATE  OF  CALIFORNIA  SHALL GOVERN THE INTERPRETATION,
PERFORMANCE  AND  ENFORCEMENT  OF  THIS  AGREEMENT  OR TRANSACTIONS CONTEMPLATED
HEREBY.  ALL  DISPUTES  RELATING  TO  OR  DERIVED  FROM  THIS AGREEMENT SHALL BE
SETTLED  BY  BINDING  ARBITRATION  AND  PURSUANT  TO  THE  RULES OF THE AMERICAN


                                       21
<PAGE>
ARBITRATION  ASSOCIATION  (AAA).  ARBITRATION SHALL TAKE PLACE IN ALAMEDA COUNTY
AND  SHALL  BE HEARD BY AN ARBITRATOR KNOWLEDGABLE IN THE TECHNICAL AND BUSINESS
ISSUES  INVOLVED  HEREIN  AS  MUTUALLY AGREED UPON BY THE PARTIES SIGNING BELOW.

     9.11     Counterparts.  This  Agreement  may  be  executed  in  one or more
              ------------
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

                       **********************************


IN  WITNESS  WHEREOF,  this  Agreement  has  been duly executed and delivered by
parties  hereto  on  October  __,  2002.



NEXTWEB:  ___________________________
     GRAHAM  BARNES,  CEO
     NEXTWEB,  INC.
     48890  Milmont  Dr.  Suite  106  D
     Fremont,  California  94568
     510  661  0900  Phone
510  661  0935  Fax




WWWN:  ____________________________
     JERRY  COLLAZO,  CEO
     WWWN,  INC.
     770  The  City  Drive  South,  Suite  3700
     Orange,  California  92868
     714  937  5500  Phone
     714  917  2485  Fax



Witness:  ______________________________
Printed  Name:  __________________________

Address:  ______________________________
_____________________________________
Ph  #:_________________________________


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