Given the task definition and input, reply with output. In this task, you're given a passage that represents a legal contract or clause between multiple parties, followed by a question that needs to be answered. Based on the paragraph, you must write unambiguous answers to the questions and your answer must refer a specific phrase from the paragraph. If multiple answers seem to exist, write the answer that is the most plausible.

CO-BRANDING AGREEMENT                                      (FORM)

     This CO-BRANDING AGREEMENT (the Agreement) is made and entered into as of Nov  5,  1999, (the Effective Date) by and between NETTAXI Online Communities, Inc.,  a  Delaware  corporation with principal offices at 2165 S. Bascom Avenue, Campbell,  California  95008  (NETTAXI),  and  Solutions  Media,  Inc.,  dba SpinRecords.com a Delaware Corporation, with offices at 11440 West Barnardo Ct., Suite  170,  San  Diego,  CA  32127  (SpinRecords.com  or  Client).

                                    RECITALS

     A.     NETTAXI  is  in  the business of providing entertainment, education, and  information  services over the world wide web through its Internet web site at  http://www.NETTAXI.com.

     B.     SpinRecords.com  is  in  the business of providing entertainment and information  services  over  the  World Wide Web through its internet website at http://www.spinrecords.com.

     C.     NETTAXI and SpinRecords.com desire co-brand their services under the terms  and  conditions  set  forth  herein.

                                    AGREEMENT

     NOW,  THEREFORE,  in consideration of the mutual promises contained herein, the  parties  hereby  agree  as follows:

1.     DEFINITIONS

     1.1     Spinrecords.com Brand Features means the SpinRecords.com name and logo  and  other  trademarks,  trade  names  and service names including but not limited  to those set forth on Exhibit A attached hereto and incorporated herein                                --------- by  reference  and  all  Intellectual  Property  Rights  related  thereto. SpinRecords.com  Brand  Features  shall include any derivatives, improvements or modifications  thereto  or  thereof and any Intellectual Property rights related thereto.

     1.2     SpinRecords.com  Pages  means the SpinRecords.com Web-based pages that incorporate certain SpinRecords.com services, as the same may be updated or modified  from  time  to  time  in  SpinRecords.com's sole discretion, currently located  at  http://www.spinrecords.com.

     1.3     Impressions  means  the loading of all or part of a Web page into the  browser  of  a  User.

     1.4     Intellectual  Property  Rights  means  all  current  and  future worldwide trademark, patents and patent rights, utility models, copyrights, mask work  rights,  trade secrets, and all other intellectual property rights and the related  documentation  or  other  tangible  expression  thereof.

     1.5     NETTAXI  Brand  Features  means the NETTAXI name and logo and any other  trademarks,  trade  names and service names of NETTAXI, including but not limited  to those set forth on Exhibit B attached hereto and incorporated herein                                --------- by reference and all Intellectual Property Rights related thereto. NETTAXI Brand Features shall include any derivatives, improvements or modifications thereto or thereof  and  any  Intellectual  Property  rights  related  thereto.

     1.6     NETTAXI  Pages  means  the  NETTAXI's  Web-based  pages  that incorporate  certain  NETTAXI  services,  as the same may be updated or modified from  time  to  time  in  NETTAXI's  sole  discretion,  currently  located  at http://www.NETTAXI.com.

     1.7     Statement  of Work means the Statement of Work attached hereto as Exhibit  C  and  incorporated  herein  by  reference. ----------

     1.8     User  means  a  person using a software browser to view the World Wide  Web.

2.     CO-BRANDING,  MARKETING  AND  PROMOTION

     2.1     The  SpinRecords.com  Pages.  SpinRecords.com  shall  brand  the              ---------------------------

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





SpinRecords.com Pages with the NETTAXI Brand Features in the manner set forth in the  Statement  of  Work.  NETTAXI will provide electronic copies of the NETTAXI Brand  Features  upon SpinRecords.com's request. All Spinrecords.com Pages shall display  appropriate intellectual property legends, including but not limited to the  copyright  notice  and  trademark  references.

                                        1

     2.2     The  NETTAXI Pages.  NETTAXI shall brand certain NETTAXI Pages with              ------------------ the  SpinRecords.com  Brand Features in the manner set forth in the Statement of Work.  SpinRecords.com  will  provide  electronic  copies of the SpinRecords.com Brand  Features  upon  NETTAXI's  request.  All  NETTAXI  Pages  shall  display appropriate  intellectual  property  legends,  including  but not limited to the copyright  notice  and  trademark  references. NETTAXI shall not be obligated to co-brand  those  pages containing content which NETTAXI has branded with a third party  which:  (i)  NETTAXI  is  prohibited from co-branding pursuant to another agreement;  (ii)  NETTAXI  is  technically  unable  to  co-brand;  or  (iii) are commercially  unreasonable,  in  NETTAXI's  discretion,  to  co-brand.

     2.3     Marketing  by  SpinRecords.com.  Throughout  the  term  of  this              ------------------------------ Agreement, SpinRecords.com shall use reasonable commercial efforts to market the NETTAXI  Brand  Features  in  order  to  maximize  the number of visitors to the NETTAXI Pages in accordance with the Statement of Work. The parties shall review the Statement of Work and NETTAXI's marketing activities on a quarterly basis in order  to  assess  the  performance  and  agree  upon  additional activities, if necessary,  in  order  to  increase  usage  of  the  pages.

     2.4     Marketing  by  NETTAXI.  Throughout  the  term  of  this Agreement,              ----------------------- NETTAXI  shall  use  reasonable commercial efforts to market the SpinRecords.com Brand  Features  in  order  to  maximize  the  number  of  visitors  to  the SpinRecords.com  Pages  in  accordance  with the Statement of Work.  The parties shall review the Statement of Work and Spinrecords.com's marketing activities on a  quarterly  basis in order to assess the performance and agree upon additional activities,  if  necessary,  in  order  to  increase  usage  of  the  pages.

     2.5     Additional  Statements  of  Work.  If  the parties hereto desire to              -------------------------------- engage  each  other  for  additional  services  which  are  not  included in the Statement  of Work and which do not constitute merely a revision or modification of  the  Statement of Work, the parties shall in good faith negotiate additional Statements  of  Work,  each of which upon signing shall be deemed a part of this Agreement.  Additional  Statements  of  Work  shall  be  entered  into by mutual agreement  between NETTAXI and SpinRecords.com and shall be substantially in the form  of  the Statement of Work attached hereto. Each Statement of Work shall be signed  by  authorized  representatives of the parties. This Agreement may cover more  than  one  Statement  of  Work  at  any  given  time.

3.     Licenses  AND  OWNERSHIP.

     3.1     Licenses  by  NETTAXI  to SpinRecords.com. NETTAXI hereby grants to              ----------------------------------------- SpinRecords.com  a non-exclusive, worldwide, nontransferable, revocable, royalty free  license to use the NETTAXI Brand Features as the same may be modified from time  to  time  for  the  purposes  of  this  Agreement

     3.2     Licenses  by  SpinRecords.com  to  NETTAXI.  SpinRecords.com hereby              ------------------------------------------- grants  NETTAXI  a  nonexclusive, worldwide, nontransferable, revocable, royalty free  license  to display and distribute the, and make derivative works from the SpinRecords.com  Brand  Features  and  any  enhancements,  modifications  or improvements  thereto  as  necessary  to  carry out the terms of this Agreement.

     3.3     Ownership  by  NETTAXI.  NETTAXI  shall  own  all right, title, and              ---------------------- interest  in  the NETTAXI Brand Features, the NETTAXI Pages and all Intellectual Property  Rights  therein,  including  any  derivatives,  improvements  thereof, excluding  the  SpinRecords.com  Brand  Features

     3.4     Ownership  by SpinRecords.com. Except as otherwise set forth below,              ----------------------------- SpinRecords.com  shall own all right, title, and interest in the SpinRecords.com Brand  Features  and  the  SpinRecords.com  Pages  and all Intellectual Property Rights  therein,  including any derivatives, improvements thereof, excluding the NETTAXI  Brand  Features.

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





     3.5     Impressions.  Neither  party  nor  its employees shall take actions               ---------- which  will  artificially  increase the number of Impressions on the party's web pages.  For  example,  a party's employees shall not repeatedly access the other party's  web  pages.

4.     PAYMENT

     4.1     Payment.  In  consideration  of  the  duties and obligations of the              ------- parties hereto, SpinRecords.com shall pay NETTAXI in the manner set forth in the Statement  of  Work.

5.     REPRESENTATIONS  AND  WARRANTIES.

     5.1     Representations  and Warranties of SpinRecords.com. SpinRecords.com              -------------------------------------------------- hereby represents and warrants to NETTAXI that: (i) SpinRecords.com has the full power  and  authority  to  enter  into  this  Agreement  and  to  carry  out its obligations  under  this  Agreement; (ii) SpinRecords.com has the full power and authority to grant the rights and licenses granted to NETTAXI in this Agreement; and  (iii)  SpinRecords.com  owns  the  SpinRecords.com  Brand  Features.

                                        2

     5.2     Representations  and  Warranties  of  NETTAXI.  NETTAXI  hereby              --------------------------------------------- represents  and  warrants to SpinRecords.com that (i) NETTAXI has the full power and  authority  to  enter  into  this Agreement and to carry out its obligations under this Agreement; (ii) NETTAXI has the full power and authority to grant the rights  and  licenses  granted  to  SpinRecords.com in this Agreement; and (iii) NETTAXI  owns  the  NETTAXI  Brand  Features.

     5.3     THE  NETTAXI  SERVICES  FURNISHED  AS  A  RESULT  OF  OR UNDER THIS AGREEMENT  ARE  PROVIDED  ON  AN  AS  IS  BASIS,  WITHOUT  ANY  WARRANTIES  OR REPRESENTATIONS  EXPRESS,  IMPLIED  OR STATUTORY; INCLUDING, WITHOUT LIMITATION, WARRANTIES  OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR  A  PARTICULAR  PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING,  COURSE  OF  PERFORMANCE OR TRADE USAGE. NETTAXI  DOES NOT WARRANT THAT THE SERVICES, WILL MEET SPINRECORDS.COM'S OR ANY END USERS NEEDS OR BE FREE FROM ERRORS,  OR  THAT  THE  OPERATION  OF  ITS  WEB PAGES WILL BE UNINTERRUPTED. THE FOREGOING  EXCLUSIONS  AND  DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT.

6.     CONFIDENTIALITY.

     6.1     Agreement  as Confidential Information. The parties shall treat the              -------------------------------------- terms  and  conditions  and  the  existence  of  this  Agreement as Confidential Information.  Each  party  shall  obtain  the  other's  consent  prior  to  any publication,  presentation,  public announcement or press release concerning the existence  or  terms  and  conditions  of  this  Agreement.

     6.2     Confidential  Information.  Confidential  Information  means  all              ------------------------- information  identified  in  written  or  oral format by the Disclosing Party as confidential, trade secret or proprietary information, and, if disclosed orally, summarized  in written format within thirty (30) days of disclosure. Disclosing Party  is  the  party disclosing Confidential Information. Receiving Party is the  party  receiving  Confidential  Information.  The Receiving Party shall not disclose  the  Confidential Information to any third party other than persons in the  direct  employ of the Receiving Party who have a need to have access to and knowledge  of  the  Confidential  Information  solely for the purpose authorized above.  Each  party shall take appropriate measures by instruction and agreement prior  to  disclosure  to  such  employees to assure against unauthorized use or disclosure.  The  Receiving  Party  shall  have  no  obligation  with respect to information  which (i) was rightfully in possession of or known to the Receiving Party  without  any obligation of confidentiality prior to receiving it from the Disclosing  Party;  (ii)  is,  or  subsequently  becomes,  legally  and publicly available  without breach of this Agreement; (iii) is rightfully obtained by the Receiving  Party  from  a  source  other  than  the Disclosing Party without any obligation  of confidentiality; (iv) is disclosed by the Receiving Party under a valid order created by a court or government agency, provided that the Receiving Party  provides  prior written notice to the Disclosing Party of such obligation and  the  opportunity  to  oppose  such  disclosure.  Upon written demand of the Disclosing  Party,  the  Receiving  Party  shall  cease  using  the Confidential

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





Information  and  return  the  Confidential Information and all copies, notes or extracts  thereof  to  the  Disclosing Party within seven (7) days of receipt of notice.

7.     INDEMNITY  AND  LIMITATION  OF  LIABILITY.

     7.1     Indemnification  by  Spinrecords.com. SpinRecords.com shall defend,              ------------------------------------ indemnify and hold NETTAXI harmless from any and all damages, liabilities, costs and expenses (including, but not limited to reasonable attorneys' fees) incurred by NETTAXI  as a result of (i) any breach of this Agreement; (ii) any claim that the  SpinRecords.com  Brand  Features  or  any  part  thereof,  infringes  or misappropriates  any  Intellectual  Property  Right  of a third party; (iii) any claim arising out of NETTAXI's display of the SpinRecords.com Brand Features; or (iv)  the  operation  of  the  SpinRecords.com  Pages.  NETTAXI  shall  provide SpinRecords.com  with  written notice of the claim and permit SpinRecords.com to control  the  defense,  settlement,  adjustment or compromise of any such claim. NETTAXI  may  employ counsel at its own expense to assist it with respect to any such  claim;  provided,  however, that if such counsel is necessary because of a conflict  of  interest  of  either  SpinRecords.com  or  its  counsel or because SpinRecords.com  does  not assume control, SpinRecords.com will bear the expense of  such  counsel.

     7.2     Indemnification  by  NETTAXI.  NETTAXI  shall defend, indemnify and              ---------------------------- hold  SpinRecords.com  harmless from any and all damages, liabilities, costs and expenses  (including, but not limited to reasonable attorneys' fees) incurred by SpinRecords.com  as a result of (1) any breach of this Agreement; (ii) any claim that  the  NETTAXI  Brand  Features  or  any  part  thereof,  infringes  or misappropriates  any  Intellectual Property Right of a third party; or (iii) any claim  arising  out  of  Spinrecords.com's display of the NETTAXI Brand Features SpinRecords.com  shall  provide  NETTAXI  with  written  notice of the claim and permit  NETTAXI  to control the defense, settlement, adjustment or compromise of any such claim.  SpinRecords.com may employ counsel at its own expense to assist it  with  respect  to any such claim; provided, however, that if such counsel is necessary  because of a conflict of interest of either NETTAXI or its counsel or because  NETTAXI  does not assume control, NETTAXI will bear the expense of such counsel.

     7.3     Limitation  of Liability. EXCEPT AS SET FORTH IN SECTION 6 AND 7.1,              ------------------------ UNDER  NO  CIRCUMSTANCES  WILL  EITHER  PARTY  BE  LIABLE TO THE OTHER UNDER ANY CONTRACT,  STRICT  LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY  INCIDENTAL  OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN CONNECTION WITH THE SUBJECT  MATTER  OF  THIS  AGREEMENT.

                                        3

8.     TERM  AND  TERMINATION

     8.1     Term  of  Agreement.  This  Agreement  shall  be effective upon the              ------------------- Effective Date and shall remain in force for a period of one (1) year, and shall be automatically renewed for successive periods of one (1) year unless otherwise terminated  as provided  herein.

     8.2     Convenience.  NETTAXI  may terminate this Agreement at any time for              ----------- its  convenience,  for  no  reason or for any reason, upon sixty (60) days prior written  notice  to  SpinRecords.com.  In  the  event  of  such  termination, Spinrecords.com  shall  be  entitled  to receive and retain all payments made or payable  by  NETTAXI  prior  to  the  date  of  termination. SpinRecords.com may terminate  this  Agreement  for no reason or for any reason upon sixty (60) days prior  written  notice  to  NETTAXI.

     8.3     Termination  for Cause. This Agreement may be terminated by a party              ---------------------- for  cause  immediately  upon  the  occurrence  of  and  in  accordance with the following:

          (a)     Insolvency  Event.  Either  may  terminate  this  Agreement by delivering  written  notice to the other party upon the occurrence of any of the following  events: (i) a receiver is appointed for either party or its property; (ii)  either  makes a general assignment for the benefit of its creditors; (iii) either  party  commences,  or  has  commenced  against it, proceedings under any bankruptcy,  insolvency  or  debtor's  relief  law,  which  proceedings  are not dismissed  within  sixty  (60)  days;  or  (iv)  either  party  is liquidated or

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





dissolved.

          (b)     Change of Control. In the event more that there is a change in ownership  representing  fifty  percent (50%) or more of the equity ownership of either  party, the other party may, at its option, terminate this Agreement upon written  notice.

          (c)     Default.  Either  party may terminate this Agreement effective upon  written  notice  to  the  other  if the other party violates any covenant, agreement,  representation  or warranty contained herein in any material respect or  defaults  or fails to perform any of its obligations or agreements hereunder in any material respect, which violation, default or failure is not cured within thirty  (30) days after notice thereof from the non-defaulting party stating its intention  to  terminate  this  Agreement  by  reason  thereof.

     8.4     Survival of Rights and Obligations Upon Termination. Sections 6 and              --------------------------------------------------- 7  shall  survive  termination  or expiration of this Agreement. Notwithstanding anything in the foregoing to the contrary, in the case of termination by NETTAXI for  cause pursuant to Section 8.3  [Termination for Cause], NETTAXI shall not be required to pay any fee to  SpinRecords.com  after  termination.

     8.5     Return  of  Materials  Upon Termination. On or before ten (10) days              --------------------------------------- after  the  termination  of  this  Agreement,  SpinRecords.com  shall deliver to NETTAXI  all  NETTAXI  Confidential  Information  and  NETTAXI  Brand  Features, including  but not limited to all work product, diagrams, designs and schematics in Spinrecords.com's possession and NETTAXI.com shall deliver to SpinRecords.com all SpinRecords.com Confidential Information and SpinRecords.com Brand Features, including  but not limited to all work product, diagrams, designs and schematics in  Nettaxi.com's  possession

9.     MISCELLANEOUS

     9.1     Force  Majeure.  Neither  party  shall  be  liable to the other for              -------------- delays  or  failures  in performance resulting from causes beyond the reasonable control  of  that  party,  including,  but  not  limited  to, acts of God, labor disputes  or  disturbances, material shortages or rationing, riots, acts of war, governmental  regulations,  communication  or  utility  failures, or casualties.

     9.2     Relationship  of  Parties.  The parties are independent contractors              ------------------------- under  this  Agreement  and  no  other  relationship  is  intended,  including a partnership,  franchise,  joint  venture,  agency, employer/employee, fiduciary, master/servant  relationship, or other special relationship. Neither party shall act  in  a  manner  which expresses or implies a relationship other than that of independent  contractor,  nor  bind  the  other  party.

     9.3     No  Third Party Beneficiaries. Unless otherwise expressly provided,              ----------------------------- no  provisions  of  this  Agreement are intended or shall be construed to confer upon  or give to any person or entity other than NETTAXI and SpinRecords.com any rights,  remedies  or  other  benefits  under  or  by  reason of this Agreement.

     9.4     Equitable  Relief.  Each  party  acknowledges  that a breach by the              ----------------- other  party  of  any  confidentiality  or  proprietary rights provision of this Agreement  may  cause  the non-breaching party irreparable damage, for which the award  of  damages  would  not  be  adequate  compensation.  Consequently,  the non-breaching  party  may institute an action to enjoin the breaching party from any  and  all  acts  in  violation  of  those  provisions, which remedy shall be cumulative  and  not  exclusive, and a party may seek the entry of an injunction enjoining  any  breach  or threatened breach of those provisions, in addition to any  other  relief to which the non-breaching party may be entitled at law or in equity.

                                        4

     9.5     Attorneys'  Fees.  In  addition  to  any  other relief awarded, the              ---------------- prevailing  party  in any action arising out of this Agreement shall be entitled to  its  reasonable  attorneys'  fees  and  costs.

     9.6     Notices.  Any  notice  required  or permitted to be given by either              ------- party under this Agreement shall be in writing and shall be personally delivered

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





or  sent  by  a  reputable overnight mail service (e.g., Federal Express), or by first  class  mail (certified or registered), or by facsimile confirmed by first class  mail  (registered or  certified),  to  the party at the address indicated above.  Notices  will  be  deemed  effective  (i)  three  (3) working days after deposit,  postage  prepaid,  if  mailed,  (ii) the next day if sent by overnight mail,  or  (iii)  the  same  day if sent by facsimile and confirmed as set forth above.

     9.7     Assignment.  Neither  NETTAXI  or  SpinRecords.com shall assign its              ---------- respective  rights  or delegate its obligations hereunder, either in whole or in part,  whether  by  operation  of  law  or  otherwise, without the prior written consent  of  the other party. Any attempted assignment or delegation without the other  party's  written  consent  will  be  void.

     9.8     Waiver  and  Modification.  Failure  by either party to enforce any              ------------------------- provision of this Agreement will not be deemed a waiver of future enforcement of that  or any other provision. Any waiver, amendment or other modification of any provision  of  this Agreement will be effective only if in writing and signed by the  parties.

     9.9     Severability.  if  for any reason a court of competent jurisdiction              ------------ finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force  and  effect.

     9.10     Controlling  Law  and  Jurisdiction. This Agreement and any action               ----------------------------------- related  thereto  shall  be governed, controlled, interpreted and defined by and under  the laws of the State of California and the United States, without regard to  the conflicts of laws provisions thereof. Unless waived by NETTAXI (which it may  do  in  its  sole  discretion)  the exclusive jurisdiction and venue of any action  with  respect  to  the  subject  matter  of  this Agreement shall be the Superior  Court of California for the County of Santa Clara or the United States District  Court  for the Northern District of California and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the  purpose  of  any  such  action.  The  parties  specifically disclaim the UN Convention  on  Contracts  for  the  International  Sale  of  Goods.

     9.11     Headings.  Headings  used  in  this  Agreement  are  for  ease  of               -------- reference  only and shall not be used to interpret any aspect of this Agreement.

     9.12     Entire Agreement. This Agreement, including all exhibits which are               ---------------- incorporated  herein  by reference, constitutes the entire agreement between the parties  with  respect to the subject matter hereof, and supersedes and replaces all  prior  and  contemporaneous  understandings or agreements, written or oral, regarding  such  subject  matter.

     9.13     Counterparts.  This Agreement may be executed in two counterparts,               ------------ each  of  which shall be an original and together which shall constitute one and the  same  instrument.

     IN  WITNESS  WHEREOF,  the  parties  hereto have executed this Agreement by persons  duly  authorized  as  of  the  date  and  year  first  above  written.

NETTAXI:                        NETTAXI  ONLINE  COMMUNITIES,  INC.                                 By:  /s/                                    ---------------------------------------------                                 Its:  Executive Vice President Sales & Marketing                                     --------------------------------------------

Solutions  Media                SOLUTIONS  MEDIA,  INC.                                 -----------------------                                 By:  /s/                                    ---------------------------------------------                                 Its:  President                                    ---------------------------------------------

TABLE  OF  EXHIBITS

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





EXHIBIT  A  -     SPINRECORDS.COM  BRAND  FEATURES EXHIBIT  B  -     NETTAXI  BRAND  FEATURES EXHIBIT  C  -     STATEMENT  OF  WORK

                                        5

                                    EXHIBIT A

                         SPINRECORDS.COM BRAND FEATURES

     1.     Service  Marks:             SpinRecords.com             SpinRadio             Spin  TV             Local  Spin             Spin  Chat             Gig-a-board             Spin  Cuts             Spin  Charts             Join  the  evolution             The  promise  of  music  on  the  Internet  delivered      2.     SpinRecords.com collateral and dress - SpinRecords.com color scheme,             fonts  and  general  look  and  feel      3.     SpinRecords.com  logos      4.     Anything  but  that  cartoon  series      5.     SpinRecords.com  source  materials      6.     SpinRecords.com  website

                                        6

                                    EXHIBIT B

                             NETTAXI BRAND FEATURES

     1.     Service  Marks:             NETTAXI             NETTAXI.COM             NETTAXI  ONLINE  COMMUNITIES             INTERNET  THE  CITY             DRIVING  YOUR  INTERNET  EXPERIENCE      2.     Trade  dress  - Nettaxi color scheme and checkered motif; look             and  feel      3.     Nettaxi  logos      4.     Nettaxi  source  materials      5.     The  Website

                                        7

                                    EXHIBIT C

                                STATEMENT OF WORK

1.   GENERAL

     This  is a Statement of Work under the Co-Branding Agreement by and between NETTAXI  Online  Communities,  Inc.  (NETTAXI)  and  Solutions  Media,  Inc., (SpinRecords.com)  dated  effective  as  of  Nov.  5,  1999.

2.   PROJECT  MANAGERS.

NETTAXI:  Will  Richards              SPINRECORDS.COM:  Criona  Mclaughlin 2165  S.  Bascom  Avenue              11440  West  Bernardo  Ct Campbell,  California  95008          San  Diego,  California  92127 Phone:  (408)  879-9880               Phone:  (619)451-3223 Fax:  (408)  879-9907                 Fax:  (619)451-2373

3.   BRANDING  METHODS

Spinrecords.com  and  Nettaxi.com  will  enter  into  a  multi-phase launch of a co-branded  community  for Nettaxi, and the implementation of community services for Spinrecords.com members. The following defines the agreement after the final phase.  The  individual  phases are specified following the Marketing Section of the  Statement  of  Work. 1)   SpinRecords.com  will  develop a co-branded  site  showing the  Nettaxi.com      logo. The  co-branding  shall not include  SpinRadioTM,  SpinTVTM,  feature

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





     modules,  and Spin branded charts.  All other navigation bar features shall      be modified to the co-brand including  localnettaxi,  and nettaxichat.  The      spinwares  and  spinstore  will be  modified  to include  licensed  content      purchased directly from Spinrecords.com and to eliminate products that will      compete with the Nettaxi store. 2)   Spinrecords.com  will  incorporate  from  the  navigation  bar a link  from      nettaxistores to the Nettaxi commerce site. 3)   The  co-branded  nettaximusic  store will  contain  spingear,  spingallery,      spinmusic, and Kingdom Skateboard products and services. Spin agrees to pay      Nettaxi a 5% commission of the gross sales price on all transactions. 4)   Spinrecords.com  will  maintain  the Spin  logo on the site in a corner  of      their choice. 5)   Nettaxi web based e-mail will replace spinmail on the co-branded site. 6)   Nettaxi's  search  engine  shall  be  the  default  search  engine  on  the      co-branded  site and on the  Spinrecords.com  homesite,  with the exception      that,  in the event  Spinrecords.com  provides  its content to or otherwise      develops  any  co-branded  sites  with any ISP,  Internet  Portal  or other      entity,  Spinrecords.com shall not be required to employ the Nettaxi search      engine.  In all cases in which the Nettaxi  search engine is employed,  the      search shall first deliver  results found on the  Spinrecords.com  website.      The search  feature shall have the tag line Driven by Nettaxi  underneath      the search bar. 7)   Nettaxi  shall cause its search  engine to search and deliver  results from      the SpinRecords.com  site and co-branded site as one of the top results for      all searches for related words on the co-branded site, the  SpinRecords.com      homesite and the Nettaxi.com site. Related words shall include,  but not be      limited to: music, mp3, independent artist/music and CD. 8)   Nettaxi  will create a music  template  for the Nettaxi  homepage  builder.      Every  registered  member  of  Spinrecords.com  and  Nettaximusic  will  be      provided a dynamically generated home page.  Spinrecords.com will submit to      Nettaxi the existing list of Spinrecords.com  members from which a homepage      shall be generated. 9)   Nettaximusic   and   Spinrecords.com   will  share   registered   users  by      synchronizing  the databases for  registered  users.  Nettaxi will maintain      unique  ID's for each  community  home  page  built in the  Spinrecords.com      domain and Nettaximusic.com  domain (for the purpose of the auto-generation      of fan page templates).  This  synchronization  shall not include any users      that arrive at SpinRecords.com through any other co-branded site or through      any other means of co-branding/co-marketing  with any other ISP, Website or      other entity. 10)  Nettaxi will develop a link from the Nettaxi Arts & Entertainment  area for      the co-branded site. 11)  Nettaxi will add Nettaximusic to the street sign on the A&E page. 12)  Nettaxi will make the word  music on the splash  page,  under A&E a link,      and have it link to nettaxi.spinrecords.com. the co-branded site. 13)  The  co-branded  site will have the Nettaxi mp3 player as an available  mp3      player on the site. 14)  Spinrecords.com  will place the  Nettaxi  logo on  promotional  CDROM's and      Samplers that  contain the  Nettaxi mp3 player or site banners.  Banners on      CDROM's will link straight to Nettaxi and Nettaximusic. 15)  Nettaxi  will  include  the  Spinrecords.com  logo on  promotional  CDROM's      containing music provided Spinrecords.com. 16)  Spinrecords.com  will  provide  a  link  from  all  artists'  pages  to the      co-branded registration site for fans to produce fan pages. 17)  Nettaxi.com  and  Spinrecords.com  will develop  ability for all registered      users of the co-branded site to achieve  one-click buying on the co-branded      site whether purchasing from Nettaxi's store or the Spinstore.

                                        8

4.   MARKETING  EFFORTS

1)   Spinrecords.com  will sell ad space on the  co-branded  site, in accordance      with the agreement, within 30 days of the Effective Date. 2)   Both  Parties   agree  to  develop  a  Nettaxi   co-branded   CD  featuring      Nettaximusic.com.  Both  parties  will  share the  production  costs of the      Nettaximusic.com  Co-Branded  CD.  The per unit  cost  shall be 50 cents or      less, unless both parties agree otherwise. 3)   Nettaxi  will  develop a  community  based  affinity  model for music  that      features SpinRecords.com artists. 4)   Nettaxi will provide  in-house  advertising to promote the co-branded music      site. 5)   Spinrecords.com  will  engage  with  Nettaxi  as  an  -advertising  sponsor      promoting  the  co-branded  site with  each  party  contributing  a monthly      investment  of not less than  $20,000  per month,  in cash  expenditure  or      in-kind contribution toward the marketing effort(s). 6)   SpinRecords.com will promote Nettaximusic.com as a music affiliate in their

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





     non-traditional  street  marketing  methods,  to  include  flyer's  created      in-house for Spin Bands,  will have the logo of Nettaxi.com  Music in-order      that consumers see alternate choices to find the bands music. 7)   Both  parties  agree to include  advertisements  for the other party in the      advertising included with their web-based e-mail offered to their users. 8)   Spinrecords.com  will grant Nettaxi the rights to use the artist's likeness      in promotions of the co-branded site. 9)   Nettaxi.com  agrees  to  participate  in  Spinrecords.com   fourth  quarter      promotional plans by procuring  $250,000 worth of co-promotional  placement      in Spinrecords  advertising  targeted towards colleges,  extreme sports and      other mutually agreed upon target audiences. 10)  Spinrecords.com agrees to purchase in the fourth quarter, $250,000 worth of      advertising and sponsorship  space within the Nettaxi site for promotion of      the co-branded and Spinrecords.com community.

PHASED  ROLL  OUT  PLAN

PHASE  I:     NOVEMBER  8TH The  existing site located at Spinrecords.com/Nettaxi shall be launched - target date  one week from agreement date. This site shall contain the web based e-mail from  Nettaxi.  This  site shall also use Spinstore and Spinware as it currently exists  on  the  site.

Nettaxi  will begin development of the music template for the home page builder. Spinrecords  will  submit their existing list of members to Nettaxi to integrate the  homepage  builder  database  and  resolve  duplicate  ID's existing between Nettaxi  and  Spinrecords  member  registration.

Nettaxi  and  Spinrecords will integrate their respective registrations to allow both  companies  to synchronize their registered users from the co-branded site.

Spinrecords  can  announce  the  partnership  in  a  press  release  the day the co-branded  site  launches.  This  press  release  will  detail  the  co-branded relationship.

PHASE  II:     NOVEMBER  22ND Community  home  pages  will be available to all members of Nettaximusic.com and Spinrecords.com.  Spinrecords.com will announce to their existing membership the existence  of their new homepage, provide them with their Unique URL and promote their  ability  to  develop  a  unique  web  site.

Nettaxi  will  announce  the  same  ability  to  all  registered  members  of Nettaximusic.com.

Nettaxi's  search  engine  will  be  launched  on  the  Spinrecords.com  domain.

Nettaxi's  e-commerce  offering  will  be  launched  on  the  co-branded  site. Spinrecords.com  e-comnerce  offerings  will  be  reduced  to  provide  licensed merchandise  and content  and  any  additional  products mutually agreed upon by Nettaxi.com  and  Spinrecords.com.

Both  companies will announce their users ability to shop on the co-branded site using  one-click buying. Each member can move between the stores on the co-brand site  and  order  in  each  individual  store.

                                        9

PHASE  III:     JANUARY  1,  2000

     Nettaxi  launches  citizen  and  small business e-commerce offering for all community  sites. This feature will allow current Nettaxi home page web sites to integrate  e-commerce  offerings  from  their own products and products from the Nettaxi  store.

5.   PAYMENT

PERCENTAGE OF ADVERTISING REVENUE

     5.1     SpinRecords.com's  Advertising  Revenue  means  the gross revenue from  advertising   invoiced  by  SpinRecords.com  in  a  calendar  quarter  for advertising by third parties on the SpinRecords.com  Pages, less any commissions not to exceed 35%.

     5.2     SpinRecords.com's AR Share means the number of Impressions on the SpinRecords.com  Pages by Users arriving through the Co-branded NETTAXI Pages in

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





a  calendar   quarter  divided  by  the  total  number  of  Impressions  on  the SpinRecords.com Pages by all Users in that calendar quarter.

     5.3     NETTAXI  Advertising  Revenue  means  the  gross  revenue  from advertising  invoiced by NETTAXI in a calendar  quarter for advertising by third parties on the NETTAXI Pages, less any commissions.

     5.4     NETTAXI's AR Share means the number of Impressions on the NETTAXI Pages  by Users  arriving  through  the  Co-branded  SpinRecords.com  Pages in a calendar quarter divided by the total number of Impressions on the NETTAXI Pages by all Users in that calendar quarter.

     5.5     SpinRecords.com  Rate. In full consideration for the rights granted              --------------------- by  NETTAXI,  SpinRecords.com  agrees  to  pay NETTAXI fifty (50%) percent of ad revenue  at  an  average  rate  no lower then $6.50 per one thousand impressions (CPM)  payable  to  NETTAXI  which  results when the SpinRecords.com Advertising Revenue  is  multiplied by SpinRecords.com's AR Share.  SpinRecords.com shall be responsible  for  payment  of  all taxes based on the Advertising Revenue except taxes  based  on  NETTAXI's  income.

     5.6     NETTAXI  Rate.  N/A.              -------------

     5.7     Payment  Schedule.  The  parties  shall  make  such payments within              ----------------- thirty (30) days of the end of each calendar quarter for the Advertising Revenue invoiced  during  such  calendar  quarter.

     5.8     Records.  SpinRecords.com  agrees to keep accurate books of account              ------- and records at its principal place of business covering all Advertising Revenues and  associated  commissions.  Upon reasonable notice of not less than seven (7) business  days,  but in no event more than once per year (unless the immediately preceding  audit  showed a material underpayment), NETTAXI shall have the right, subject  to  suitable  confidentiality  measures,  to  cause  a certified public accountant  to  inspect those portions of the books of account and records which relate  to  the royalties owed NETTAXI, to confirm that the correct amount owing NETTAXI  under this Agreement has been paid. SpinRecords.com shall maintain such books of account and records which support each statement for at least two years after  the termination or expiration of this contract or after the final payment made  by  SpinRecords.com  to  NETTAXI,  whichever  is  later.

2:   PER  CUSTOMER  FEE

     1.     SpinRecords.com  Payment. For each User that accesses the co-branded             ------------------------ site  and  becomes  a  paying  customer  on the co-branded site, SpinRecords.com agrees  to  pay  a  fee  of  five  (5%)  percent  of  the  gross  sale.

     2.     NETTAXI  Payment.  N/A.             ----------------

     3.     Payment  Terms. All fees will be paid on or before fifteen (15) days             -------------- after  the  end of the  month  in  which  the  party  has  received  payment

     4.     Audit  Rights.  SpinRecords.com  shall maintain for a period of two             ------------- (2) years after the end of the year to which they pertain,  complete  records of it's customers in order to calculate and confirm  SpinRecords.com's  obligations hereunder.   Upon  reasonable  prior  notice,   NETTAXI  will  have  the  right, exercisable  not more  than  once  every  twelve  (12)  months,  to  appoint  an independent   accounting   firm  or  other  agent   reasonably   acceptable   to SpinRecords.com,  at  NETTAXI'S  expense,  to examine  such  books,  records and accounts  during  SpinRecords.com's  normal business hours to verify the amounts due by  SpinRecords.com  to  NETTAXI  herein,  subject  execution  of  NETTAXI's standard  confidentiality  agreement by the accounting firm or agent;  provided, however,  that  execution of such  agreement  will not  preclude  such firm from reporting  its  results  to  NETTAXI.  In the  event  such  audit  discloses  an underpayment or overpayment of royalties due hereunder,  the  appropriate  party will  promptly  remit the  amounts  due to the other  party.  If any such  audit discloses a shortfall  in payment to  NETTAXI of more than five percent (5%) for any quarter, SpinRecords.com agrees to pay or reimburse NETTAXI for the expenses of such audit.

                                       10

Source: RAE SYSTEMS INC, 10-Q, 11/14/2000





Source: RAE SYSTEMS INC, 10-Q, 11/14/2000 
Question: Highlight the parts (if any) of this contract related to Cap On Liability that should be reviewed by a lawyer. Details: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery.
EXCEPT AS SET FORTH IN SECTION 6 AND 7.1,              ------------------------ UNDER  NO  CIRCUMSTANCES  WILL  EITHER  PARTY  BE  LIABLE TO THE OTHER UNDER ANY CONTRACT,  STRICT  LIABILITY, NEGLIGENCE OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY  INCIDENTAL  OR CONSEQUENTIAL DAMAGES OR LOST PROFITS IN CONNECTION WITH THE SUBJECT  MATTER  OF  THIS  AGREEMENT.