Exhibit  10.18

NETCHEMISTRY,  INC.                              ASP  SOFTWARE  SUBSCRIPTION
-------------------
AGREEMENT
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This  Agreement  is entered into as of 11th day of August (the "Effective Date")
by  and  between:

NeWave,  Inc.  (Newave)  having  its  principal  place  of  business  at:

404  East  First  Street  #1345
Long  Beach,  CA  90802

And:

NetChemistry,  Inc.,  (NetChemistry)  having its principal place of business at:

4600  Campus  Drive,  Suite  201A
Newport  Beach,  CA  92660

1.0     Recitals

1.1     NetChemistry  has  a  proprietary web building and site management tool,
which  hosts multiple database driven web sites.  NetChemistry wishes to provide
a  private  label  branding  of  this  service  for  NEWAVE.

1.2     NEWAVE  desires  to  have  NetChemistry  create a private label, branded
solution  for  NEWAVE  licensing the product and allowing the ability to provide
self-serve  managed  eCommerce  and non-eCommerce Web sites to NEWAVE customers.

2.0     Definitions

"BETA  LAUNCH  DATE" means the day that all components of the Branded System are
completely developed by NetChemistry and made available for testing, in a secure
environment,  by  NEWAVE.

"BRANDED  SYSTEM"  means  the  NEWAVE  labeled  service, which is maintained and
operated  by  NetChemistry  on  behalf  of  NEWAVE.

"CLIENTS"  refers  to third party individuals or businesses that use the Branded
System  or  purchase  services  in  connection  with  the  Branded  System.

"CLIENT  WEB  SITE"  means  a  site  that is created with and resides within the
Branded  System.

"CONFIDENTIAL INFORMATION" means any and all information related to the services
and/or  business  of a party that does not constitute a Trade Secret and that is
treated  as  confidential  or secret by the party (that is, it is the subject of
efforts  by  the disclosing party that are reasonable under the circumstances to
maintain its secrecy) including, but not limited to, the terms and conditions of
this  Agreement.  "Confidential  Information"  shall not include information (a)
already lawfully known to or independently developed by the receiving party, (b)
disclosed  in published materials by a party which has the right to publish such
information (c) generally known to the public, or (d) lawfully obtained from any
third  party  without  any  obligation  of  confidentiality.

"INFORMATION  ARCHITECTURE"  or  "IA"  means  the  design  of  organization  and
navigation  systems to help Users find and manage information more successfully.

"LIVE  LAUNCH  DATE" means the day that all components of the Branded System are
completely  developed  to  the satisfaction of NEWAVE and are made available for
use  by  the  general  public.

"LOOK  AND  FEEL" refers to the branding, font, color scheme, and general layout
of  a  Web  site.

"RESELLER  WEB  SITE"  refers  to  a  specific  web  site  industry  within  the
NetChemistry  code,  this  site creates other web sites and is track-able within
the  branded  manager  console

"THEMES"  means  color  and image combinations that are used to change the basic
look  and  feel  of  templates  within  the  Branded  System.

"USER  DATA"  means  all information submitted by a User to NEWAVE in connection
with  the  use  by  the  User  of  the  Branded  System.

"USER INTERFACE" or "UI" means the overall look and feel (design, branding, font
and  color  scheme),  or  all  areas  viewed  by  a  Web  site's  end  user.

3.0     Product  Development

3.1     PRODUCT  IMPLEMENTATION
Subject  to  the payment by NEWAVE of the Implementation Fee payable pursuant to
Section 15.0 and the performance by NEWAVE of its obligations under Section 3.8,
NetChemistry  will  develop the Private Label Branded Product in accordance with
the  Specifications  and  the  provisions  of  this  Section, in addition to the
provisions  of  Section  4.0  below  ("System  Operations").

3.2     DEVELOPMENT  SCHEDULE
NetChemistry  and  NEWAVE  will  work  together  to develop the branded product.
NetChemistry  and  NEWAVE  acknowledge  that  successful  implementation  of the
branded  product  depends  on  the  ability  of  each  party  to  complete  its
implementation  tasks  set  forth  in  this  Agreement in a timely and efficient
manner.

3.3     BRANDED  SYSTEM
NEWAVE  will  determine and design the "look and feel" of the User Interface for
each  page  of the Branded System in addition to providing NetChemistry with the
basic  information architecture (site maps) which will brand the complete system
as  a  product  of  NEWAVE.

Using the branding GUI and IA provided by NEWAVE NetChemistry will customize the
system, providing all necessary front and back-end programming.  A Customization
Set-Up  fee will be paid to NetChemistry as outlined in Section 15.0 below. This
customization fee includes up to 5 hours of graphic designer time and 5 hours of
programming  time.  Additional graphic design time will be billed at $100.00 per
hour;  additional  programming  time  will  be  billed  at  $150.00  per  hour.

The  system  will not be visibly linked to any NetChemistry branded site or give
the  appearance  of  such  branding with logos, URLs, language, email addresses,
etc.

3.3.1     "Portal"  Web  Site
The  "Portal"  site is the NEWAVE branded entry point where NEWAVE's clients are
introduced  to  the system.  The copy for this site will be developed by NEWAVE.

Features  of  the  site  standard,  however NEWAVE reserves the right to improve
portal  site  functionality  or  content  at its discretion either by making the
changes  themselves  or  by  hiring  NetChemistry.


The  Portal Web Site will have the URL designated and obtained by NEWAVE or will
be  mapped  to  an  URL  determined  by  NEWAVE.

3.3.2     Web  Builder
An extension of the "Portal" Web Site, the Web Builder is the browser-based tool
that  establishes  new  sites  in  the  system.

The  Branding of this tool will be consistent with that of the "Portal."  NEWAVE
will  provide  NetChemistry  with  the  necessary  graphic files and information
architecture  to  be  used  with this tool. The time required to implement these
changes  will  be  used  towards  NEWAVE  time  allowance  as  per  Section 3.3.

3.3.3     Manager  Console
The Manager Console is the tool used by NEWAVE and its clients to maintain their
Web  sites.  The  Branding of this tool will be similar to that of the "Portal."
NEWAVE  will  provide  NetChemistry  with  the  necessary  graphic  files  and
information  architecture  to be used with this tool. The time required for this
project  will  be  charged  against  Section  3.3.


3.4      WEB  STORE  SOFTWARE
The  branded  product  provided  by  NetChemistry  will enable the installation,
creation  and  management  of  sites sold by NEWAVE and made available to NEWAVE
customers  through  this  Agreement.

3.4.1     A  few  of  the  product  functionality  and  features  include:
-     Browser  based  management  of  the  entire  site
-     Dynamic  creation  of  all  pages
-     Change  fonts,  sizes  and  colors  all  from  the  browser  window
-     Upload  images  from  the  browser
-     Insert  images  into  pages  quickly  and  easily
-     Change  entire  site  color  scheme  quickly  and  easily
-     Full  database  search  capability
-     Built-in  Meta  Tag  generator  and  editing  program
-     Auto-creation  of  category  and  sub-category  navigation
-     Powerful  e-mail  communication  program for newsletters, monthly specials
etc.
-     Display  number  of  daily,  weekly,  and  monthly  site  visitors
-     Online  sales  tracking  tool
-     Dynamic  titles  for  all  pages
-     Image  swap  for  headers,  etc.
-     Automatic  and  manual  joining  of  your  e-mail  lists
-     Password  protected  secure  area
-     Integrated  Search  engine  submission  program
-     Shopping  Cart
-     Offline  processing  of  credit  cards  ready,  real-time  upgrade  path.

3.5     "THEME"  CREATION
Additional  themes  (colors  and  images  used by the system in a template based
format  when creating client web sites) may be created and added to the system's
database  of  site  templates  at any time when approved or developed by NEWAVE.
NetChemistry  will  provide  NEWAVE with the capability to add new themes to the
system  at  its  own  discretion.

3.6     NETCHEMISTRY  IMPLEMENTATION  DELIVERABLES
As  part  of  the  Branded  System  implementation  services  to  be provided by
NetChemistry  to  NEWAVE  NetChemistry  will:

a.     Implement  and  configure the User Interface and Information Architecture
for  the  Portal  Site,  Web Builder, and Manager Console based on the materials
provided  by  NEWAVE  pursuant  to  Section  3.8.

3.7     NEWAVE.  IMPLEMENTATION  DELIVERABLES
     NEWAVE  shall:

a.     Within  2  weeks  of  signing  this agreement (Implementation Start Date)
deliver to NetChemistry the specific images, design (in HTML, or as specified by
NetChemistry),  including  branding, font and color information, and Information
Architecture for the implementation of the User Interface to be included on each
page  of  the  Portal,  Web Builder, and Manager Console sections of the Branded
System.
b.     By  the  Implementation Start Date, deliver to NetChemistry all copy that
is  to  be included on each page of the Portal, Web Builder, and Manager Console
sections  of  the  Branded  System.
c.     By  the  Implementation  Start  Date,  choose  and obtain the URL for the
Branded  System  to  be  used  in  NetChemistry'  DNS  registry.
d.     By  the  Implementation Start Date, choose the email addresses to be used
for  customer  service  emails.
e.     As  promptly  as practicable following the Implementation Start Date (but
at  least  5  days in advance of the Delivery Date), deliver to NetChemistry the
User's  Agreement  for  the  Branded  System  (in  HTML).

3.8     ACCEPTANCE  TESTING

3.8.1     NEWAVE  shall  perform  a series of tests to determine whether (a) the
Portal  Site  is  stable  and  meets  the  specifications set forth; (b) the Web
Builder  is  stable  and meets the specifications set forth; and (c) the Manager
Console  is  stable  and  meets the specifications set forth; and (d) the entire
Branded  System  meets  NEWAVE's  quality  standards.

3.8.2     NEWAVE  shall provide to NetChemistry a reporting of any defects found
in  the  Branded  System.  NetChemistry shall promptly correct all such defects.

3.8.3     NEWAVE  will decide when to make the Branded System available to users
by  linking  the  NEWAVE  Web  site to the Portal site (the "Live Launch Date").


4.0     System  Operations

4.1     HOSTED  ENVIRONMENT
NetChemistry  will host the Web Store software on servers provided by NEWAVE and
housed  at  a  NetChemistry owned or controlled data center. NEWAVE will provide
the  additional  hardware  as  usage  demands.

4.2     INITIAL  SERVER  SPECIFICATIONS
The  server is a Compaq Proliant 6400R, quad Xeon 500 mhz 2mb CPU's, 1G ram, 4 -
18.2g  hard  drives  configured  as  raid  5  array

4.3     SYSTEM  ENHANCEMENTS
When  applicable,  all  system  enhancements will be conducted during hours that
will  not  significantly  disrupt  system  performance.

4.4     CLIENT  COMMUNICATION
All  communication  with  users  of  the  system  will  be  handled  by  NEWAVE;
NetChemistry  will  have  no  contact  whatsoever  with  NEWAVE  clients.  All
communication  between  NEWAVE  clients  and  NetChemistry  will be done through
NEWAVE  personnel.

The  sites  within  the  system  will be bound by NEWAVE's privacy policy, which
shall  comply with applicable law and the User's Agreement determined by NEWAVE.

4.5     CUSTOMER  SERVICE
NetChemistry  will not provide customer service to any end users of the web site
software.  NetChemistry  will  provide  customer  service  to  NEWAVE  technical
personnel  as  needed  for  the  functionality  of  the  software.

4.6     CLIENT  BILLING

4.6.1     NEWAVE will be responsible for all end user billing for new Web sites,
if  applicable,  and  ongoing  client  services.

4.6.2     NetChemistry software will provide NEWAVE with immediate notice of new
sites  created  within  the  system  via  email.

4.6.3     NetChemistry  will  provide  NEWAVE  with  an  online  Branded Manager
Console, which outlines and appropriately designates all new and recurring sites
within  the  Branded  System.


5.0     Licensing  of  Code

5.1     NetChemistry will employ proprietary programming code in the creation of
the  Branded  System and Portal.  Neither NEWAVE nor any of its clients will own
this  code and may not under any circumstances sell, lease, license or otherwise
engage  any  other  companies  using  the NetChemistry, Inc., dynamic code.  All
servers  that  hold  the NEWAVE and NetChemistry Branded System code, as well as
all  sites  sold  by NEWAVE and hosted by NetChemistry.com will remain under the
control  of NetChemistry. The software to build and manage all Web sites created
with  NetChemistry  will  at  all  times  remain  the  property of NetChemistry.
NetChemistry  leases  the software code and systems to NEWAVE whom in turn lease
the  software  code  and  systems  to  their  clients.  Upon  termination  or
discontinuance  of  a NetChemistry built and managed Web site the client retains
only  those  images  and  data  entered  into  the  system  by  the  client.

5.2     NetChemistry employs a proprietary encryption system to monitor, update,
maintain  and  protect our source code, any attempt to reverse engineer, bypass,
terminate  or otherwise disable our embedded encryption algorithm will cause the
system  to  stop  functioning. Any willful attempt to circumvent this system may
result  in  the  immediate  termination  of  this  agreement.

5.3     NEWAVE  can not use NetChemistry proprietary software to develop or host
any  pornographic  or  adult  content  web  sites  without  the  prior  written
authorization  of  NetChemistry.  An  adult  web  site is any site in which nude
images  are displayed. NetChemistry will act as the final authority to determine
weather  a  site  is  of  an  adult  or  pornographic  nature.

6.0     Usage  Data

6.1     The  NetChemistry  system  will  inform NEWAVE daily of new client sites
created  within  the  system.

6.2     NEWAVE will have access to usage reports and other information regarding
all  traffic and activity to the Branded System, including access to the raw log
files.

7.0     Content  Ownership

The  client  will  own all copy and custom graphics created for the client's Web
Site.  NetChemistry  will  have  no  control  over  client  content.  It  is the
responsibility  of NEWAVE to monitor client content and compliance with NEWAVE's
TERMS  OF  USE  statement  on  the  Web  Builder  site.

8.0     Resale  Policy

NEWAVE  may  sell only give away sites within the system as a bundled part of it
online  distributor  package.

9.0     Account  Management

NetChemistry  will  assign  an  Account  Manager  to  NEWAVE  who will be easily
accessible  by  phone during regular business hours, and will work to insure the
success  of  the  NEWAVE  branded  product.  The  Account Manager will promptly,
effectively  and  efficiently respond to maintenance issues that arise after the
product  has  launched  and  is  being  maintained.

10.0     Term  and  Termination

10.1     The initial term of this agreement shall commence on the Effective Date
and  end on the second anniversary of the Acceptance Date. After two years, this
agreement  will  auto  renew  on an annual basis unless terminated in writing by
either  party  within  10 days of anniversary date or any subsequent anniversary
date  thereafter.

10.2     NEWAVE  will pay NetChemistry a minimum monthly payment as described in
section  16.0  of  this  Agreement.

The  rates  NetChemistry bills NEWAVE on a per site, per month basis will remain
the  same  for  36  months.

10.3     In the event that either Party shall be adjudged insolvent or bankrupt,
or  upon the institution of any proceedings by it seeking relief, reorganization
or  arrangement  under  any  law  relating  to insolvency, or if any involuntary
petition  in  bankruptcy  is  filed  against such Party and said petition is not
discharged  within sixty (60) days after such filing, or upon any assignment for
the  benefit of its creditors, or upon the appointment of a receiver, liquidator
or trustee of any of its assets, or upon the liquidation, dissolution or winding
up  of  its business (and "Event of Bankruptcy"), then the Party affected by any
such  Event  of  Bankruptcy  shall  immediately give notice thereof to the other
Party,  and  the  other  Party  at  its  option  may  terminate  this Agreement.
Notwithstanding  the  foregoing,  NetChemistry  and  NEWAVE acknowledge that the
license  granted  under  this Agreement qualifies as intellectual property under
the  United  States  Bankruptcy  Code  (the  "Bankruptcy Code") and, as such, is
subject  to Section 365(n) of Title 11 of the Bankruptcy Code. The provisions of
this  Agreement  regarding  confidentiality  and  limitation  of liability shall
survive  any  termination  or  expiration  of  the  Agreement.

10.4     Neither  NetChemistry  nor  NEWAVE  may  suspend  performance  of  its
respective  obligations  hereunder  unless or until it has been adjudicated that
the  other  Party  hereunder has materially breached a term of this Agreement or
the  Agreement  has  been  terminated  for  other  reason.

11.0     Confidentiality

11.1     For  the  purposes  of this Agreement, "Confidential Information" means
information  about  the  disclosing  party's  or  its  suppliers'  business  or
activities  that  is  proprietary  and  confidential,  which  shall  include all
business,  financial,  technical  and  other  information  of  a party marked or
designated  by  such  party  as "confidential" or "proprietary," and information
which,  by  the nature of the circumstances surrounding the disclosure, ought in
good  faith  to  be  treated  as confidential.  The terms and conditions of this
Agreement  shall  be  deemed  to  be the Confidential Information of each party.

11.2     Each  party agrees that (1) it shall not disclose to any third party or
use  any  Confidential  Information  disclosed  to  it  by  the  other except as
expressly  permitted  in  this  Agreement  and  (2) it shall take all reasonable
measures  to maintain the confidentiality of all Confidential Information of the
other  party  in its possession or control, which shall in no event be less than
the  measures  it uses to maintain the confidentiality of its own information of
similar  importance.

11.3     Notwithstanding  the  foregoing,  each  party may disclose Confidential
Information  (1)  to the extent required by a court of competent jurisdiction or
other  governmental authority or otherwise as required by law, provided that the
receiving  party  first  gives  the disclosing party reasonable notice of such a
requirement,  provides  reasonable  cooperation  to  the disclosing party in its
efforts  to  lawfully  limit  disclosure  and  gives  the  disclosing  party the
opportunity  to  defend and/or attempt to limit such production, all at the sole
cost  and  expense  of  the  disclosing  party,  or (2) to its legal counsel and
accountants and on a "need-to-know" basis under an obligation of confidentiality
to  its  banks  and  other  financing  sources  and  their  advisors.

12.0     Warranty  and  Indemnity

12.1     Each  of  NetChemistry  and  NEWAVE represents and warrants that it has
full  power and authority to enter into this Agreement and to grant the licenses
provided  herein, and that this Agreement has been duly authorized, executed and
delivered  by  such  party.

12.2     Each  of  NetChemistry and NEWAVE represents and warrants that it owns,
or  has  obtained  all  necessary  rights  to  distribute  and make available as
specified  in  this  Agreement,  any  and  all  information,  service or content
provided  to  the  other  party or made available to third parties in connection
with  this  Agreement, including without limitation in the case of NetChemistry,
the  Branded  System.

12.3     Each  of  NetChemistry  and  NEWAVE  shall  indemnify,  defend and hold
harmless  the  other  party,  its  affiliates,  officers,  directors, employees,
consultants  and  agents from any and all third party claims, liability, damages
and/or  costs (including, but not limited to, reasonable attorneys fees) arising
from or relating to:  (a) the breach of any warranty, representation or covenant
by  NetChemistry  or  NEWAVE  as applicable, in this Agreement; or (b) any claim
that  the  Branded  System  or  any  information, service or content provided to
NEWAVEor  NetChemistry,  as  applicable,  or  made available to third parties by
NetChemistry  or  NEWAVE  as  applicable,  in  connection  with  this  Agreement
infringes  or  violates  any  third  party's  copyright,  patent,  trade secret,
trademark,  right  of  publicity  or right of privacy or contains any defamatory
content.

12.4     A  party  seeking  indemnification  under  this  section shall promptly
notify  the  other  party  in  writing  of  any  and  all  such claims and shall
reasonably  cooperate  with  such  other  party in the defense and/or settlement
thereof; provided that, if any settlement requires an affirmative obligation of,
results  in  any ongoing liability to or prejudices or detrimentally impacts the
indemnified party in any way and such obligation, liability, prejudice or impact
can  reasonably  be  expected to be material, then such settlement shall require
the  indemnified  party's prior written consent (not to be unreasonably withheld
or  delayed)  and  the indemnified party may, at its sole cost and expense, have
its  own  counsel  in attendance at all proceedings and substantive negotiations
relating  to  such  claim.

13.0     Limitation  of  Liability

In  no  event  shall  either  party  be  liable  to  the  other for any special,
incidental  or  consequential damages, whether based on breach of contract, tort
(including  negligence) or otherwise, whether or not that party has been advised
of  the  possibility  of  such  damage.

The liability of each party for damages or alleged damages hereunder, whether in
contract,  tort  or any other legal theory, is limited to, and shall not exceed,
an  amount  equal  to  the  sum  of the payments made to NetChemistry hereunder.

14.0     General  Provisions

14.1     PUBLICITY
Any  press  release  or other public communication issued by NEWAVE which either
explicitly  or implicitly refers to NetChemistry shall require the prior written
approval  of  NetChemistry,  which  approval shall not be unreasonably withheld.
Any  press  release  or  other public communication issued by NetChemistry which
either explicitly or implicitly refers to NEWAVE shall require the prior written
approval  of  NEWAVE  which  approval  shall  not  be  unreasonably  withheld.

14.2     NO  AGENCY
The  parties are independent contractors and shall have no power of authority to
assume or create any obligation or responsibility on behalf of each other.  This
Agreement  shall  not be construed to create or imply any partnership, agency or
joint  venture  between  NetChemistry  and  NEWAVE.

14.3     FORCE  MAJEURE
Any  delay  in  or  failure  of performance by either party under this Agreement
caused  by any occurrence beyond the reasonable control of such party including,
but  not  limited  to,  acts of God, power outages and governmental restrictions
shall not be considered a breach of this Agreement and such performance shall be
excused  for the number of days such occurrence reasonably prevents performance,
but  in  no  case  shall  such  excuse  extend  beyond  30  days.

14.4     WAIVER:  AMENDMENTS
Any  failure  or delay by either party to enforce any right under this Agreement
shall  not  at  any  time  constitute a waiver of such right or any other right,
shall not modify the rights or obligations of either party under this Agreement,
and  shall  not  constitute  a  waiver  of  such right or any other right in the
future.  This  Agreement may only be modified, or any rights under it waived, by
a  written  document  executed  by  both  parties.

14.5     SEVERABILITY
If  any of the provisions of this Agreement are held by to be unenforceable by a
court  or  arbitrator,  the remaining portions of this Agreement shall remain in
full  force  and  effect.


15.0     Monthly  Services  and  Service  Fees

Minimum  Monthly  Payment
NEWAVE will pay NetChemistry a minimum monthly fee of  $5,000.00, which includes
the  first  1,666  sites  hosted  at  $3  each  for  the Newave Sales Web Sites.

Monthly  Licensing  of NEWAVE SALES web sites built using NetChemistry Software:

-     NEWAVE  will  pay NetChemistry $3 per site per month on sites   1 - 16,666
-     NEWAVE  will  pay  NetChemistry  $1  per site per month on sites   16,667+

Should  NEWAVE  default on the minimum monthly payment and/or the applicable per
site  fees  above, then all sites that are live will be billed at a flat rate of
$10  per  site,  per  month  with  a  $5,000  minimum  payment.

At  this pricing, NEWAVE will only be allowed to bundle Client Web Sites as part
of  a  their  online distributor service sold at $9.95.  At this pricing, Newave
Sales  will be prohibited from selling Client Web Sites as a stand-alone product
to  clients  that are not purchasing their primary service pack or in selling or
marketing  Web  sites  directly  to  clients.

If  NEWAVE increases the sales price of its online distributor service for which
the  system is provided, then the per site fees and minimum monthly payment paid
to  NetChemistry  by  NEWAVE  as  stated  above  will  increase  at  the  same
corresponding  percentage rate in which the sale price of the NEWAVE distributor
service increased.  NEWAVE agrees to notify NetChemistry in writing two business
days  prior  to  pricing  changes.

16.0     Implementation  Services,  Fees  and  Payment  Terms

16.1     SETUP  FEE
     Customization  and  Configuration  of  Portal  Web Builder, Branded Manager
Console,  Dynamic  Portal  and  installation and testing of software onto server
purchased  on  behalf  of  NEWAVE.

-     $  7,000.00  total  setup  fee  due  and  payable  at  contract  signing
-     $  3,000.00  total  purchase price of server - Compaq Proliant 6400R, quad
Xeon  500  mhz  2mb  CPU's,  1G  ram, 4 - 18.2g hard drives configured as raid 5
array.

(a)     Operational  Fees

-     NetChemistry  will  bill  NEWAVE every 1st day of the month for all client
Web  sites  hosted  during  each  period.  NetChemistry  provides  NEWAVE with a
password  protected system to manage the status of every site built. By default,
all  new sites are assigned a NEW state, it is NEWAVE's responsibility to change
the  clients  to either LIVE, DEMO or DELETE or to stipulate during the platform
setup  process  an  automated  process  for  this  to  occur.

-     NetChemistry  charges  NEWAVE  for  all  sites  marked LIVE in the manager
console.

-     All  invoices  are  payable  within fifteen (15) days of the invoice date.
Failure  to  comply  with  these  payment  terms may result in suspension of the
Branded  System  and  Services,  increased  fees as stated in Section 15, and/or
cancellation  of  this  agreement  at  the  sole  discretion  of  NetChemistry.

It  is  the  responsibility  of  NEWAVE to manage the status of the sites in the
Branding  Console  of  their  system.

17.0     ADDITIONAL  SERVICES
         --------------------

17.1     CUSTOMER  SERVICE
NetChemistry  will  not provide customer service to any of NEWAVE clients unless
agreed  to  on  separate  "Customer  Service  Agreement".

17.2     ADDITIONAL  SERVICES
As an agent of NEWAVE, NetChemistry can provide the following services on an "as
needed"  basis  directly  to  NEWAVE  at  the  following  "wholesale"  prices,
NetChemistry will not perform any services without authorization in writing from
NEWAVE.

Service                              Price
-------                              -----
Custom  graphic  headers  for  client  sites          $  400.00  each
Custom  graphic  themes  for  the  system          $  500.00  each
Custom  programming  for  client  sites          $  175.00  per  hour
     Custom  graphic  design  and  image  manipulation     $  120.00  per  hour
Data  entry  of  products  and  images          $  10.00  each
Scanning  pictures  and  making  Web  ready     $  10.00  each
30  minutes  of  phone  consultation          $  100

17.3     PROFESSIONAL  FEES
Any  work  performed  by  NetChemistry  which  is  beyond  the  scope  of  the
implementation  services outlined in this Agreement or the hosting and operating
services  outlined herein, will be regarded as Professional Services, and NEWAVE
shall pay NetChemistry a fee for such services at a rate of $180.00 per hour for
programming  and  $125.00 per hour for graphic design services.  No Professional
Services will be provided by NetChemistry without the prior written agreement of
NEWAVE  as  to the scope, deliverables, timing and work effort of such Services.

18.     GENERAL  PROVISIONS
        -------------------

18.1.       Entire  Agreement.  This  Agreement constitutes the entire agreement
  among  the  parties  and  supersedes  all  prior  agreements  and
  understandings,  both  written  and  oral,  with respect to the subject matter
  hereof.

18.2     Dispute  Resolution  and  Governing  Law.  The  laws  of  the  State of
             California  thereunder  shall  govern  this  Agreement  and  the
resolution  of
             the  any  dispute  arising. The rules set forth for discovery under
the
             California  Code  of Civil Procedure shall apply to any arbitration
             proceeding  instituted  under  this  section.

18.3     Governing  Law.  This  Agreement  shall be governed by and construed in
     accordance  with  the  laws  of  the  State  of  California.

18.4     Notices.  All  reports,  communications, requests, notices or approvals
required  or  permitted  by this Agreement to be given by one party to the other
shall  be in writing and shall be deemed to be duly given if sent by telecopier,
delivered  personally  or  if  mailed  by  certified  or registered mail, return
receipt  requested,  or by overnight mail delivery to the party concerned at its
address  set  forth  below.  Notices  mailed by the U.S. Postal Service shall be
deemed  to  have been received five (5) days after being deposited in the United
States mail, or if by any other means upon receipt.  Either party may change the
address  to which notices and communications shall be sent, by written notice to
the other party, served in the manner described in this paragraph.  Such notices
shall  be  sent  as  follows:

     Newave  ,  Inc.
404  E.  First  Street,  #1345
Long  Beach,  Ca  90802

And:

     NetChemistry,  Inc.
4600  Campus,  Suite  201A
Newport  Beach,  CA  92660
Attn:  Tyler  Hesse

18.5     Headings.
The  headings  of  the  sections  of  this Agreement have been included only for
convenience, and shall not be deemed in any manner to modify or limit any of the
provisions  of this Agreement, or be used in any manner in the interpretation of
this  Agreement.

18.6     Prior  Understanding.  This  Agreement  contains  the  entire Agreement
between the parties to this Agreement with respect to the subject matter of this
Agreement,  is  intended  as  a complete and exclusive statement of the terms of
such  Agreement,  and  supersedes  all  negotiations, understandings, agreements
representations  and  warranties,  if  any, with respect to such subject matter,
which  precede  the  execution  of  this  Agreement.

18.7     Partial  Invalidity.  Each  provision  of this Agreement shall be valid
and
     enforced  to the fullest extent permitted by law.  If any provision of this
Agreement  or  the  application  of such provision to any person or circumstance
shall,  to  any  extent,  be  invalid  or  unenforceable,  the remainder of this
Agreement,  or  the  application  of  such provision to persons or circumstances
other  than those as to which it is held invalid or  unenforceable, shall not be
affected  by  such  invalidity  or enforceability, unless such provision or such
application  of  such  provision  is  essential  to  this  Agreement.

18.8     Representations.  The  parties  represent  and  acknowledge  that  in
executing
this  Agreement  they  do no rely and have not relied upon any representation or
statement made by any of the parties or by any of the parties' agents, attorneys
or  representatives  with  regard to the subject matter, basis or effect of this
Agreement  or  otherwise,  other  than those specifically stated in this written
Agreement.

18.9.     Binding  Agreement.  This  Agreement shall be binding upon the parties
and
upon  their  heirs,  administrators,  representatives, executors, successors and
assigns,  and  shall inure to the benefit of the parties and each of them and to
their heirs, administrators, representatives, executors, successors and assigns.
Assignee  expressly warrants that he has not transferred to any person or entity
any  rights,  causes  of  action,  or  claims  in  this  Agreement.

18.10.     Plain  Meaning.  This  Agreement  shall  be interpreted in accordance
with
the  plain  meaning  of  its  terms  and  not strictly for or against any of the
parties  hereto.

Agreed  to  and  Accepted  by:


Company:     Newave,  Inc.                    Company:     NetChemistry,  Inc.

Signature:  /s/ Michael Hill          Signature: /s/ Chris Cruttenden
Name:          Michael  Hill                    Name: Chris  Cruttenden
Title:          President                    Title:          President