EXPLANATORY NOTE

PIRANHA INTERACTIVE  PUBLISHING,  INC. HAS FILED AN APPLICATION FOR CONFIDENTIAL
TREATMENT FOR CERTAIN PORTIONS OF THE FOLLOWING  COMPUTER SOFTWARE  DISTRIBUTION
AGREEMENT  BETWEEN INGRAM MICRO, INC. AND THE REGISTRANT DATED JUNE 30, 1998(THE
"AGREEMENT"). THE PORTIONS OF THE AGREEMENT FOR WHICH CONFIDENTIAL TREATMENT HAS
BEEN  REQUESTED HAVE BEEN REMOVED AND ARE DENOTED BY AN ASTERISK IN BRACKETS [*]
AND A FOOTNOTE  REFERENCING THE CONFIDENTIAL  TREATMENT REQUEST.  THE AGREEMENT,
INCLUDING THE CONFIDENTIAL  PORTIONS,  HAS BEEN SEPARATELY FILED IN ITS ENTIRETY
WITH THE  SECURITIES AND EXCHANGE  COMMISSION  PURSUANT TO THE  APPLICATION  FOR
CONFIDENTIAL TREATMENT.

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                                                                    EXHIBIT 10.1

                             DISTRIBUTION AGREEMENT

     THIS DISTRIBUTION AGREEMENT  ("Agreement"),  is entered into this 30 day of
June, 1998, by and between INGRAM MICRO INC. ("Ingram"), a Delaware corporation,
having its principal  place of business at 1600 E. St. Andrew Place,  Santa Ana,
California 92705, and PIRANHA INTERACTIVE PUBLISHING,  INC. ("Vendor"), a Nevada
corporation,  having its principal place of business at 1839 W. Drake,  Suite B,
Tempe,   AZ  85283.   The  parties   desire  to  and  hereby  do  enter  into  a
distributor/supplier  relationship,  the governing  terms and mutual promises of
which are set out in this Agreement.

1.   DISTRIBUTION RIGHTS

1.1  TERRITORY  Vendor grants to Ingram,  including its  affiliates for resale,
and Ingram accepts, the non-exclusive right to distribute worldwide all computer
products produced and/or offered by Vendor  ("Product")  during the term of this
Agreement.  Ingram  shall  have  the  right  to  purchase,  sell and ship to any
reseller  within the territory or to Ingram's  affiliate,  or at Vendor's option
Ingram's affiliate may purchase direct from Vendor.

1.2  PRODUCT  Vendor agrees to make available and to sell to Ingram such Product
as Ingram  shall  order from  Vendor at the prices and  subject to the terms set
forth in this  Agreement.  Ingram  shall not be required to purchase any minimum
amount or quantity of the Product.

2.   TERM AND TERMINATION

2.1  TERM  The initial term of this  Agreement is one (1) year.  Thereafter  the
Agreement will automatically  renew for successive one (1) year terms, unless it
is earlier terminated.

2.2  TERMINATION

     (a)  Either party may terminate this  Agreement,  with or without cause, by
giving thirty (30) days written notice to the other party.

     (b)  Either party may immediately  terminate  this  Agreement  with written
notice if the other party:

          (i)  materially  breaches any term of this  Agreement  and such breach
          continues for thirty (30)  business  days after  written  notification
          thereof, or

          (ii)  ceases  to  conduct  business  in  the  normal  course,  becomes
          insolvent,  makes a general  assignment  for the benefit of creditors,
          suffers or permits the  appointment  of a receiver for its business or
          assets, or avails itself of or becomes subject to any proceeding under
          any Bankruptcy  Act or any other federal or state statute  relating to
          insolvency or the protection of rights of creditors; or

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          (iii)  attempts to assign or otherwise  transfer its rights  hereunder
          unless both have agreed in writing to such assignment or transfer.

3.   INGRAM OBLIGATIONS

3.1  PRODUCT  AVAILABILITY  Ingram  will  list  Product  in  its  catalog(s)  as
appropriate and endeavor to make such Product available to customers.

3.2  ADVERTISING  Ingram will advertise and/or promote Product in a commercially
reasonable manner and will transmit as reasonably  necessary Product information
and promotional materials to its customers.

3.3  SUPPORT Ingram will make its facilities reasonably available for Vendor and
will assist in Product  training  and support.  Ingram will provide  reasonable,
general Product technical assistance to its customers, and will direct all other
technical issues directly to Vendor.

3.4  ADMINISTRATION

     (a)  Upon request,  Ingram will furnish  Vendor with a valid tax  exemption
certificate.

     (b)  Ingram  will provide  Vendor standard  sales-out and inventory reports
via its electronic Bulletin Board System.

     (c)  Ingram may handle its customers' Product  returns by batching them for
return to Vendor at regular intervals.

4.   VENDOR OBLIGATIONS

4.1  SHIPPING/EXPORT

     (a)  Vendor  shall  ship  Product  pursuant  to  Ingram  purchase  order(s)
("P.O.").  Product  shall be  shipped  regular/ground  freight  F.O.B.  Ingram's
designated warehouse with risk of loss or damage to pass to Ingram upon delivery
to the  warehouse  specified on Ingram's  P.O.  Ingram will  maintain  insurance
coverage adequate to cover the normal cost of Product.

     (b)  Ingram requires concurrent with the execution of this Agreement Export
Administration  Regulations product classification and supporting documentation:
Certificate  of Origin  (General Use and/or  NAFTA),  Export  Commodity  Control
Number's;   (ECCN's),   General  License  and/or  Individual  Validated  License
information and Schedule  "B"/Harmonized Numbers. This applies when distribution
rights  granted under Section 1. 1 are outside the United States for the initial
Product/s and when additions or changes to these Products occurs.

4.2  INVOICING  For each  Product  shipment to  Ingram,  Vendor  shall  issue to
Ingram an invoice  showing  Ingram's  order  number,  the Product  part  number,
description,  price and any  discount.  At least  monthly,  Vendor shall provide
Ingram with a current statement of account, listing all invoices outstanding and
any payments made and credits given since the date of the previous statement.

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4.3  PRODUCT AVAILABILITY Vendor agrees to maintain sufficient Product inventory
to fill Ingram's orders.  If a shortage of any Product exists,  Vendor agrees to
allocate its  available  inventory of such  Product to Ingram in  proportion  to
Ingram's  percentage of all of Vendor's  customer orders for such Product during
the previous sixty (60) days.

4.4  PRODUCT MARKING  Vendor  will  clearly  mark each unit of Product  with the
Product  name and  computer  compatibility.  Such  packaging  will  also  bear a
machine-readable  bar code identifier scannable in standard Uniform Product Code
(UPC) format. The bar code must identify the Product as specified by the Uniform
Code Council  (UCC).  If the Vendor or Ingram  customers'  require serial number
tracking the serial  number must be clearly  marked and bar coded on the outside
of the  individual  selling  unit.  The bar code  shall  fully  comply  with all
conditions  regarding  standard  product  labeling set forth in Exhibit B in the
then-current Ingram GUIDE TO BAR CODE: THE PRODUCT LABEL. Vendor may be assessed
a reasonable per unit charge for all Product not in conformance herewith.

4.5  TECHNOTES  Vendor  will  within  thirty (30)  days  of  execution  of  this
Agreement sign the CIS/ Manufacture  Product Information Library - TechNotes and
Content  Distribution  Agreements as shown in Exhibit C and provide the required
product information in the designated template format.

4.6  SUPPORT  At no charge to  Ingram,  Vendor  shall  support  Product  and any
reasonable Ingram efforts to sell Product.  Vendor shall also provide to Ingram,
its  employees,  and its  customers  reasonable  amounts  of  sales  literature,
advertising materials, and training and support in Product sales.

4.7  NEW PRODUCT  Vendor  shall  endeavor to notify  Ingram at least thirty (30)
days  before the date any new  Product  is  introduced.  Vendor  shall make such
Product  available for distribution by Ingram no later than the date it is first
offered for sale in the marketplace.

4.8  INSURANCE    Vendor   shall   carry   insurance    coverage   for   product
liability/completed  operations  with  minimum  limits  of two  million  dollars
($2,000,000).  Within ten (10) days of full execution of this Agreement,  Vendor
shall  provide  Ingram with a  Certificate  of Insurance.  This  Certificate  of
Insurance  must  include:  (i) a broad  form  endorsement  naming  Ingram  as an
additional  insured,  and (ii) a  mandatory  thirty (30) day notice to Ingram of
insurance cancellation.

4.9  WARRANTIES/CERTIFICATION

     (a)  GENERAL WARRANTY  Vendor  represents and warrants that (i) it has good
transferable title to the Products,  (ii) the Product will perform in conformity
with specifications and documentation  supplied by Vendor,  (iii) the Product or
its use does not infringe any patents, copyrights, trademarks, trade secrets, or
any  other  intellectual  property  rights,  (iv)  that  there  are no  suits or
proceedings  pending  or  threatened  which  allege  any  infringement  of  such
proprietary  rights,  and (v) the  Product  sales  to  Ingram  do not in any way
constitute  violations  of  any  law,  ordinance,  rule  or  regulation  in  the
distribution territory.

     (b)  WARRANTY  Vendor hereby  represents  and  warrants  that  any  Product
offered for  distribution  does not contain any obscene,  defamatory or libelous
matter or violate any right of publicity or privacy.

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     (c)  END-USER  WARRANTY  Vendor  shall  provide a warranty  statement  with
Product for end user benefit. This warranty shall commence upon Product delivery
to end-user.

     (d)  MILLENNIUM COMPLIANCE WARRANTY  Vendor  warrants  and  represents that
the Product  will  properly  (a) record,  store,  process,  calculate or present
calendar dates falling on and after (and if applicable, spans of time including)
January 1, 2000 as a result of the  occurrence,  or use of data  consisting  of,
such dates and (b) calculate any  information  dependent on or relating to dates
on or after January 1, 2000 in the same manner, and with the same functionality,
data integrity and  performance,  as such Product  records,  stores,  processes,
calculates  and presents  calendar  dates on or before  December  31,  1999,  or
information dependent on or relating to such dates.

     (e)  CLASS B WARRANTY  Vendor  hereby  represents  and  warrants  that  the
Product  has  been or will be at the  time of  shipment  certified  as a Class B
computing device as required by the rules of the U.S.A.  Federal  Communications
Commission ("FCC Rules").

     (f)  EU WARRANTY  Vendor  further  warrants  and  represents  for  Products
distributed  to the European  Union  ("EU") that the  Products  will be accepted
under all EU directives, regulations and the EU country's legislation.

     (g)  MADE  IN  AMERICA CERTIFICATION   Vendor  by  the  execution  of  this
Agreement certifies that it will not label any of its products as being "Made in
America,"  "Made in U.S.A.," or with similar  wording,  unless all components or
elements of such Product is in fact made in the United States of America. Vendor
further  agrees to defend,  indemnify and hold harmless from and against any and
all claims,  demands,  liabilities,  penalties,  damages,  judgments or expenses
(including  attorney's  fees and court costs) arising out of or resulting in any
way from Product that does not conform to the Certification.

5.   PRICING

5.1  INGRAM  PRICING  The suggested  retail  price and any Ingram  discount  for
Product is set out in Exhibit D.  Vendor may modify  Exhibit D with a minimum of
thirty (30) days advance written notice to Ingram. All Ingram orders for Product
will be billed at the price in effect  when the order is  placed.  Ingram  shall
have  sole  discretion  as  to  selling  price  of  Product  to  its  customers.

5.2  VENDOR PRICING  Vendor agrees that the prices and terms it offers to Ingram
are now and will continue to be at least as low as those it offers to any of its
U.S. based distributors/resellers. If Vendor offers price discounts, promotional
discounts    or   other    special    prices   to   its   other    U.S.    based
distributors/resellers,  Ingram  shall also be  entitled to  participate  in and
receive   notice  of  the  same  no  later  than  Vendor's   other  U.S.   based
distributors/resellers.

5.3  INTERNATIONAL PRICING  If Vendor  offers a better  price for Product  sales
into Canada and Ingram has  distribution  rights in that territory then the same
price shall be offered to Ingram for Product sales into that territory.

5.4  PRICE ADJUSTMENTS  If Vendor reduces any Product price, or offers increased
discounts to any U.S. based distributors/resellers,  Vendor will promptly credit
Ingram for the  difference  between the original  Product  price and the reduced
Product price for Ingram's and its customers'  Product inventory  (provided that

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all such Product  inventory must have been  originally  purchased by Ingram from
Vendor), including: (i) any Customer Product in-transit from/to Ingram, (ii) any
unshipped  orders,  and (iii) orders in-transit to Ingram on the price reduction
or increased  discount offer date. Price adjustment  credits will be issued upon
presentation of proof of inventory by Ingram and/or its customers.  In the event
that Vendor shall raise the list price of a Product, all orders for such Product
placed prior to the effective  date of the price  increase  shall be invoiced at
the lower  price.  Vendor  shall  provide  Ingram with thirty (30) days  advance
notice of any price increases.

5.5  PAYMENT TERMS  Terms  shall  be  two  percent (2%) ten (10) days, net forty
five (45) days. Payment shall be deemed made on the payment postmark date.

5.6  RIGHT TO WITHHOLD  Notwithstanding any other provision in this Agreement to
the contrary, Ingram shall not be deemed in default if it withholds any specific
amount to Vendor because of a legitimate  dispute between the parties as to that
specific amount pending the timely resolution of the disputed amount.

6.   MARKETING

6.1  TRADEMARKS  Ingram may advertise and promote the Product and/or Vendor, and
may thereby use Vendor's  trademarks,  service  marks and trade  names.  Neither
party shall acquire any rights in the  trademarks,  service marks or trade names
of the other.

6.2  PROGRAMS

     (a)  Vendor shall allow Ingram a quarterly  rebate bases on Ingram Sales to
offset Ingram's  handling and channel costs. The rebate will be paid via a check
within thirty (30) days after the quarter end and id no check is received within
that period  Ingram shall  deduct that amount from its next check.  Ingram Sales
shall be defined as Ingram's gross sales for the quarter  (Product  purchased by
Ingram's customers from Ingram and shipped by Ingram to its customers during the
quarter).  The following  rebates  shall be paid for the following  Ingram Sales
volume:

          $1 - $[*]                  [*] % of Ingram Sales
          $[*] - $[*]                [*] % of Ingram Sales
          $[*] and above             [*] % of Ingram Sales

By way of example,  if Ingram Sales for a quarter were $560,000,  the rebate for
that quarter would be $560,000 x [*]% = $[*].

     (b)  Ingram  may offer  marketing  programs to  Vendor  including  but  not
limited to launch  programs and reseller pass through  opportunities.  If Vendor
elects to  participate,  Vendor  agrees to pay such funds as may be required for
this purpose.

     (c) Vendor may be asked to prepay all marketing activities until a mutually
agreed upon sell through rate is achieved.

-----------------

[*]  Confidential  portion deleted and filed  separately with the Securities and
     Exchange Commission

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6.3  SUPPORT PRODUCT  Vendor shall consign a reasonable amount of  demonstration
Product  to aid  Ingram  in its  support  and  promotion  of  Product.  All such
consigned Product will be returned to Vendor upon request.

7.   RETURNS

7.1  STOCK BALANCING  Notwithstanding  anything herein to the  contrary,  Ingram
may  return  throughout  the  term any  Products  which  are in  their  original
packaging to Vendor for full credit of the Products' purchase price. Vendor must
give written approval (RMA or credit memo) before Product may be shipped, charge
backs may be imposed or any other  credits may be imposed.  Vendor will issue an
RMA within seven (7) days of notice. Vendor will pay all regular/ground  freight
charges  from  Ingram's  warehouse  to  Piranha's  warehouse  for Product  stock
balancing returns.

7.2  POST-TERM/TERMINATION  For  one  hundred   eighty  (180)  days   after  the
expiration or earlier termination of this Agreement, Ingram may return to Vendor
any  Product  for  credit  against  outstanding  invoices,  or if  there  are no
outstanding  invoices  for a cash  refund.  Any  credit or refund due Ingram for
returned  Product shall be equal to the Product  purchase price plus all freight
charges incurred by Ingram in returning the Product.

7.3  PRODUCT DISCONTINUATION  Vendor shall give Ingram thirty (30) days' advance
written  notice of Product  discontinuation.  For one hundred  eighty (180) days
thereafter,  Ingram  may return  all such  Product to Vendor for full  credit of
Product  purchase price plus all freight charges incurred by Ingram in returning
the Product.

7.4  DEFECTIVE PRODUCT

     (a) Ingram may return any  Product to Vendor  that  Ingram or its  customer
finds defective. Vendor shall immediately credit Ingram for the Product purchase
price,  plus all freight  charges  incurred by Ingram in returning the defective
Product.

     (b) If any Product is recalled by Vendor  because of defects,  revisions or
upgrades,  Ingram will, at Vendor's request,  provide reasonable assistance with
the recall. Vendor will pay Ingram's expenses in connection with such recall.

8.   INDEMNIFICATION

8.1  PRODUCT INDEMNITY  Vendor shall defend, indemnify, and hold harmless Ingram
from and against  any  claims,  demands,  liabilities,  or  expenses  (including
attorney's fees and costs) for any injury or damage,  including, but not limited
to,  any  personal  or  bodily  injury or  property  damage,  arising  out of or
resulting in any way from any defect in Products.  This duty to indemnify Ingram
shall be in addition to the warranty obligations of Vendor.

8.2  GENERAL  INDEMNITY   Each  party  shall  indemnify,  defend  and  hold  the
other  harmless  from  and  against  any  and  all  claims,  actions,   damages,
demands,   liabilities,    costs    and    expenses,    including     reasonable
attorney's  fees  and  expenses,  resulting  from  any  act  or  omission of the

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acting party or its employees  under this  Agreement,  that causes or results in
property damage, personal injury or death.

8.3  INTELLECTUAL PROPERTY RIGHTS INDEMNITY  Vendor shall defend,  indemnify and
hold Ingram,  its resellers and their  customers,  harmless from and against all
damages and costs incurred by any of them arising from the  infringement  of any
patent, copyright,  trademark, trade secret or other proprietary right by reason
of the manufacture, sale, marketing, or use of Product.

8.4  PRODUCT INFRINGEMENT  Upon threat of claim of infringement,  Vendor may, at
its  expense  and option (i)  procure  the right to  continue  using any part of
Product,  (ii) replace the infringing  Product with a non-infringing  Product of
similar  performance,  or (iii)  modify  Product to make it  non-infringing.  If
Vendor  does not so act within  ninety  (90) days after such  claim,  Ingram may
return  Product to Vendor for a full credit  against  future  purchases or for a
cash refund, at Ingram's option.

8.5  MULTI-MEDIA INDEMNITY  Vendor shall defend,  indemnify and hold Ingram, its
resellers and their  customers,  harmless from and against all damages and costs
incurred  by any of them to the extent it is based upon a claim that the Product
either (i) violates a third party's right of publicity  and/or right of privacy,
or (ii) contains any obscene, defamatory or libelous matter.

8.6  EUROPEAN INDEMNITY  For Products  distributed  to a  country of the EU, the
Vendor accepts full responsibility for, and will indemnify Ingram for, all costs
and damages arising from any non-compliance  with any  manufacturer-directed  EU
decree, regulation or directive.

8.7  MILLENNIUM COMPLIANCE INDEMNITY  Vendor agrees to indemnify and hold Ingram
and its shareholders,  officers,  directors,  employees, agents, successors, and
assigns  harmless  from  and  against  any  and  all  claims,   suits,  actions,
liabilities,  losses, costs, reasonable attorney's fees, expenses,  judgments or
damages,  whether ordinary,  special or consequential,  resulting from any third
party claim made or suit brought  against Ingram or such persons,  to the extent
such results from Vendor's breach of the warranty specified in Section 4.9(d).

8.8  LIMITATION OF LIABILITY   NEITHER  PARTY  SHALL BE  LIABLE TO THE OTHER FOR
LOST PROFITS OF BUSINESS,  INDIRECT,  CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER
BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE),
AND WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

THIS  LIMITATION  IS IN NO WAY MEANT TO LIMIT  VENDOR'S  LIABILITY  FOR PERSONAL
INJURY OR DEATH AS A RESULT OF A DEFECT IN ANY  PRODUCT  IN THOSE  JURISDICTIONS
WHERE THE LAW DOES NOT ALLOW THIS LIMITATION.

9.   COMPLIANCE WITH FEDERAL LAWS AND REGULATIONS

9.1  EXECUTIVE ORDER 11246   Vendor  agrees  to  include  the  Equal  Employment

Opportunity Clause by reference in every contract,  agreement and purchase order
entered into with subcontractors or suppliers as required by 41 CFR 60-1.4.

9.2  EMPLOYER  INFORMATION  REPORT EEO-1/  WRITTEN  AFFIRMATIVE  ACTION  PROGRAM
Vendor  agrees  that  if  the  value  of  any  contract  or  purchase  order  is
fifty  thousand  dollars  ($50,000)  or  more  and  the Vendor has fifty (50) or

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more  employees,  Vendor will (i) file an EEO-1 report  (Standard  Form 100) and
comply  with and file such other  compliance  reports as may be  required  under
Executive Order 11246, as amended,  and Rules and Regulations adopted thereunder
and (ii) will develop a written  affirmative  action compliance program for each
of its establishments as required by Title 41 CFR 60-1.40.


9.3  VETERANS EMPLOYMENT CLAUSE  Vendor  agrees to  abide by and comply with the
provisions of the Affirmative Action Clause, 41 CFR 60-250.4.

9.4  EMPLOYMENT OF HANDICAPPED PERSONS   VENDOR AGREES THAT IT WILL ABIDE BY AND
COMPLY WITH THE PROVISIONS OF THE AFFIRMATIVE ACTION CLAUSE, 41 CFR 60-741.4.

9.5  SMALL BUSINESS CONCERNS AND SMALL BUSINESS CONCERNS OWNED AND CONTROLLED BY
SOCIALLY AND ECONOMICALLY DISADVANTAGED INDIVIDUALS  Where a government contract
is expected to exceed five hundred thousand dollars ($500,000), Vendor agrees to
comply  with  all  requirements  of  P.L.  95-507  and  regulations  promulgated
thereunder. Vendor shall comply with instructions contained in Exhibit E.

9.6  WOMEN-OWNED BUSINESS CONCERNS   Vendor   shall   comply  with  instructions
contained in Exhibit E. Where a  government  contract is expected to exceed five
hundred  thousand  dollars   ($500,000),   Vendor  agrees  to  comply  with  all
requirements  of  Executive   Order  12138  and  all   regulations   promulgated
thereunder.

10.  GOVERNMENT PROGRAM

10.1 PARTNERSHIP AMERICA   Vendor  may,  at  its  sole  option,  participate  in
Ingram's  government reseller program in which case the provisions of Exhibit F,
Partnership  America,  shall  apply.  A draft copy is  provided  solely for your
information and review.

11.  GENERAL PROVISIONS

11.1 NOTICES  Any notice which  either  party may desire to give the other party
must be in writing  and may be given by (i)  personal  delivery to an officer of
the party,  (ii) by mailing the same by  registered  or certified  mail,  return
receipt requested,  to the party to whom the party is directed at the address of
such  party as set  forth at the  beginning  of this  Agreement,  or such  other
address as the parties may  hereinafter  designate,  and (iii) by  facsimile  or
telex  communication  subsequently  to be confirmed in writing  pursuant to item
(ii) herein.

11.2 GOVERNING LAW  This Agreement shall be construed and enforced in accordance
with the laws of the State of  California,  except  that body of law  concerning
conflicts  of  law.  The  United   Nations   Convention  on  Contracts  for  the
International Sale of Goods shall not apply to this Agreement.

11.3 COOPERATION   Each  party  agrees  to  execute  and  deliver  such  further
documents  and to cooperate as may be necessary to implement  and give effect to
the provisions contained herein.

11.4 FORCE MAJEURE   NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY DELAY OR
FAILURE TO PERFORM WHICH RESULTS FROM CAUSES OUTSIDE ITS REASONABLE CONTROL.

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11.5 ATTORNEYS FEES  In the event there is any dispute  concerning  the terms of
this Agreement or the  performance of any party hereto  pursuant to the terms of
this  Agreement,  and any  party  hereto  retains  counsel  for the  purpose  of
enforcing any of the provisions of this Agreement or asserting the terms of this
Agreement in defense of any suit filed  against said party,  each party shall be
solely  responsible for its own costs and attorney's fees incurred in connection
with the dispute  irrespective of whether or not a lawsuit is actually commenced
or prosecuted to conclusion.

11.6 EXPORT REGULATIONS  Ingram  agrees by the  purchase of  Products to conform
to,  and abide  by,  the  export  laws and  regulations  of the  United  States,
including but not limited to, the Export  Administration  Act of 1979 as amended
and its  implementing  regulations.  Ingram  shall  include a statement  in it's
standard  sales terms and  conditions  that any shipment of Product  outside the
United  States will require a valid export  license.  Ingram  further  agrees to
distribute  Product in accordance with the territory as defined in Section 1. 1.
Whenever a EU country is specified as Territory  under  Section 1. 1,  Territory
shall include all EU countries.

12.  AGREEMENT

12.1 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.

12.2 SECTION HEADINGS   Section  headings in this Agreement are for  convenience
only, and shall not be used in construing the Agreement.

12.3 INCORPORATION  OF ALL  EXHIBITS    Each  and  every  exhibit   referred  to
hereinabove and attached hereto is hereby incorporated herein by reference as if
set forth herein in full.

12.4 SEVERABILITY  A judicial determination that any provision of this Agreement
is invalid in whole or in part  shall not  affect  the  enforceability  of those
provisions found to be valid.

12.5 NO IMPLIED WAIVERS  If  either  party fails to  require  performance of any
duty  hereunder by the other party,  such failure  shall not affect its right to
require  performance of that or any other duty thereafter.  The waiver by either
party of a breach of any  provision of this  Agreement  shall not be a waiver of
the provision  itself or a waiver of any breach  thereafter,  or a waiver of any
other provision herein.

12.6 BINDING EFFECT/ASSIGNMENT   This Agreement  shall be binding upon and shall
inure  to  the   benefit   of  the   parties   hereto,   and  their   respective
representatives,  successors and permitted assigns.  This Agreement shall not be
assignable  by Vendor,  without the  express  written  consent of Ingram,  which
consent shall not be  unreasonably  withheld,  including to a Person in which it
has merged or which has otherwise  succeeded to all or substantially all of such
party's  business  and assets to which  this  Agreement  pertains  and which has
assumed in writing or by operation of law its obligations  under this Agreement.
Any attempted assignment in violation of this provision will be void.

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<PAGE>

12.7 SURVIVAL  Sections  5.5  (Payment  Terms),  5.6  (Right to  Withhold),  7.2
(Post-Term Termination) and 8. (Indemnification) shall survive the expiration or
earlier termination of this Agreement.

12.8 ENTIRETY  This  Agreement  constitutes  the entire  agreement  between  the
parties  regarding its subject  matter.  This  Agreement  supersedes any and all
previous proposals, representations or statements, oral or written. Any previous
agreements  between  the  parties  pertaining  to the  subject  matter  of  this
Agreement are  expressly  terminated.  The terms and  conditions of each party's
purchase orders,  invoices,  acknowledgments/confirmations  or similar documents
shall  not apply to any  order  under  this  Agreement,  and any such  terms and
conditions on any such  document are objected to without need of further  notice
or objection.  Any modifications to this Agreement must be in writing and signed
by authorized representatives of both parties.

12.9 AUTHORIZED  REPRESENTATIVES  Either party's  authorized  representative for
execution  of this  Agreement or any  amendment  hereto  shall be  president,  a
partner,  or a duly authorized  vice- president of their  respective  party. The
parties executing this Agreement warrant that they have the requisite  authority
to do so.

     IN WITNESS WHEREOF, the parties hereunto have executed this Agreement.

"Ingram"                                  "Vendor"

Ingram Micro Inc.                         Piranha Interactive Publishing, Inc.
1600 E. St. Andrew Place                  1839 W. Drake, Suite B
Santa Ana, California 92705               Tempe, AZ 85283

By: /s/  V.L. Cotten                      By: /s/  Douglas M. Brannan
    ----------------------------------        ----------------------------------
Name: Victoria L. Cotten                  Name: Douglas M. Brannan

Title: Sr. V.P., Purchasing               Title: VP, Sales & Mktg/comm.

Date: 6-30-98                             Date: 6-30-98

*AGREEMENT MUST BE SIGNED BY PRESIDENT OR BY A DULY AUTHORIZED VICE PRESIDENT OR
PARTNER.

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<PAGE>

EXHIBITS:

A - Vendor Routing Guide (if applicable)

B - Guide to Bar Code: The Product Label

C - TechNotes

D - Product Price List

E - Small And Disadvantaged Business Certification

F - Partnership America

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