NETTAXI INC
<DOCUMENT>
<TYPE>EX-10.58
<SEQUENCE>3
<FILENAME>0003.txt
<TEXT>

                                   NETTAXI.COM

                       WEB CONTENT DISTRIBUTION AGREEMENT


This  Web  Content  Distribution Agreement (hereinafter "Agreement") is made and
entered  into  on  this  1st  day  of  January, 2000 by and between NETTAXI.COM.
(hereinafter  "Nettaxi"), a Nevada corporation with offices located at 1696 Dell
Avenue  Campbell,  California  95008  (hereinafter  "Nettaxi")  and  White  Sand
Communications, Inc., a company located at 9800D Topanga Canyon Boulevard, Suite
318,  Chatsworth,  California  91311  (hereinafter  "Customer").

WHEREAS,  Nettaxi  provides  a  service  whereby  Internet content providers can
distribute  a  variety  of  content through the Internet and World Wide Web, and

WHEREAS,  Customer  wishes  to  have Nettaxi distribute Content through Internet
Servers  using  streaming  technology,

NOW  THEREFORE, for good and valuable consideration, the parties do hereby agree
as  follows:

     1.   GENERAL TERMS

          A. This  document,  along with the Content  Management  Service  Order
          ("CMSO")  agreement,  shall comprise a complete and binding  agreement
          between Content  Provider and Nettaxi.  Each CMSO  agreement,  and any
          amendments thereto, when dated and subscribed by Customer and Nettaxi,
          shall  incorporate the terms and conditions of this Agreement.  In the
          event of any conflict or inconsistency  between this Agreement and the
          terms set forth in a CMSO  agreement,  the terms of the CMSO agreement
          shall in all cases prevail.

          B. Web Content  Management  services shall consist of the distribution
          of content  provided by Customer through computer servers owned and/or
          operated and/or controlled by Nettaxi.

     2.   STREAM MAGIC SERVICES

          A. Content Preparation: Nettaxi shall prepare Content consisting of
             -------------------
          fully encoded audio or video product  provided by Content Provider for
          placement  on Nettaxi  servers.  (Encoding  may also be  performed  by
          Nettaxi for an  additional  fee, as agreed by the  parties).  Customer
          shall  provide  Nettaxi with timely  access to its Content as required
          for Nettaxi to prepare said Content and provide all services  Customer
          has elected to receive.  Customer  understands and  acknowledges  that
          Nettaxi's performance depends, in part, upon Customer s assistance and
          cooperation in all matters pertaining to this Agreement.


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          B. Connectivity and Content  Streaming:  Utilizing  Nettaxi's servers,
             -----------------------------------
          Customer   shall  be  provided  with  Content   storage  and  Internet
          connectivity.   Customer's   content  shall  be   distributed   on  an
          "On-demand" basis on the Internet utilizing the Internet video formats
          specified by  Customer,  including,  but not limited to,  Microsoft(R)
          Windows  Media  Server(TM)  ("WMS"),   Real  Networks(R)  Real  Server
          ("Real"), Apple(R) QuickTime Server ("QuickTime"), Server Push and Web
          Page serving.

          C. Technical Support/Maintenance:  Nettaxi shall provide Customer with
             -----------------------------
          technical  support  upon  Customer's  request and in  accordance  with
          Nettaxi's terms and conditions and any applicable fee.

     3.   LICENSES

          Customer hereby grants Nettaxi a worldwide,  non-exclusive  license to
          host,  distribute,  display,  cache and transmit Content in connection
          with  the  Web  Content  Distribution  Services.   Nettaxi  will  take
          reasonable  precautions to prevent the unauthorized  reception and use
          of the Content while being streamed onto the Internet,  which includes
          taking  reasonable  security  measures to prevent  unauthorized use or
          copying of Content by third parties not intended to receive Content.

     4.   OWNERSHIP

          Customer  retains all right,  title and interest in and to the Content
          it places with Nettaxi.  Nettaxi is the Licensee authorized to provide
          streaming  content services through the use of the licensed  software,
          hardware,  products,  equipment and any other applicable  intellectual
          properties.  Nettaxi's Licensor, its heirs,  successors and/or assigns
          retain all right, title and interest in and to all software, hardware,
          products,  equipment and other  intellectual  properties created by or
          for Nettaxi in connection with the Web Content Distribution Services.

     5.   MARKETING AND PROMOTION

          Both   Customer   and   Nettaxi   shall   have  the  right  to  create
          advertisements,  make public  announcements  and press  releases using
          each others names provided they have received prior written  approval,
          which shall not be unreasonably withheld.

     6.   TERM OF AGREEMENT

          A. The term of this  Agreement  shall two(2)  years  unless  otherwise
          specified in the CMSO.  Either party may terminate this agreement upon
          thirty days (30) written notice.

          B.  Following the expiration of the Term or the failure of the Parties
          to enter into  a renewal, the  services as enumerated in the then most
          recent CMSO  shall  continue  in effect on a month-to-month basis upon
          the same terms and  conditions  specified herein, unless terminated by
          either Customer or Nettaxi upon thirty (30) days prior written notice.


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<PAGE>
     7.   TERMINATION

          A.  Either  party  shall have the right to  terminate  this  agreement
          should the other party  breach a material  term or  condition  of this
          Agreement  and fail to cure such breach  within thirty (30) days after
          receipt of written notice of the breach, except in the case of failure
          to make timely payment to Nettaxi, which must be cured within ten (10)
          days of the  payment due date.  Nettaxi  has the  option,  at its sole
          discretion,   to  terminate  this  Agreement  should  Customer  become
          insolvent or the subject of bankruptcy  proceedings,  a  receivership,
          liquidation or a sale for the benefit of creditors.

          B.  Upon  termination  or  expiration  of the  Term or any  subsequent
          renewal,  Customer agrees to do the following: (i) pay any outstanding
          fees within ten (10) days of termination  of service;  (ii) return any
          confidential information it has received from Nettaxi and (iii) return
          any equipment or supplies that are the property of Nettaxi.

     8.   DEFAULT

          A. If Customer fails to perform its  obligations,  or fails to pay for
          services rendered hereunder,  Nettaxi may, at its sole option and with
          written notice,  issue a default notice letter to Customer,  demanding
          the  default  condition  be cured.  If the  default  condition  is not
          remedied  within  thirty  (30) days,  Nettaxi  may then,  without  the
          necessity of any further notice, discontinue performance and terminate
          this Agreement,  for default,  and pursue any other remedies available
          at law or in equity, including reimbursement of the cost of collection
          and reasonable attorney fees. Nettaxi's failure to exercise any of its
          rights  hereunder  shall not constitute or be construed by Customer as
          being a waiver of any past, present, or future right or remedy. In the
          case of Customer's  failure to cure any default within the thirty (30)
          day time period,  Nettaxi may  discontinue any or all services for any
          period  of time as it deems  appropriate  without  written  notice  to
          Customer,  and  Nettaxi  shall not deem  such  action a breach of this
          Agreement.

          B.  Nettaxi may,  without  notice,  suspend or  terminate  services to
          customer if Customer is found to be engaged in unlawful  activities or
          upon the request to do so by any legal or governmental agencies.

     9.   PRICES AND PAYMENT TERMS

          A. Customer shall pay Stream Magic in accordance with the most current
          CMSO associated with this Agreement.  Fees shall include,  but are not
          limited  to, an initial  set up fee,  monthly  minimum  fees,  Webcast
          distribution fees and monthly storage fees.  All payments will be made
          in U.S.  dollars.  Late payments  hereunder will accrue  interest at a
          rate of one and  one-half  percent (1 1/2) per month,  or the  highest
          rate allowed by applicable law, whichever is lower. If in its judgment
          Nettaxi  determines that Customer is not  creditworthy or is otherwise
          not financially secure,  Nettaxi may, upon written notice to Customer,
          modify the payment terms to require  assurances  to secure  Customer's
          payment obligations hereunder.


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<PAGE>
          B. All  payments  required  by this  Agreement  are  exclusive  of all
          national,  state,  municipal  or  other  governmental  excise,  sales,
          value-added,  use, personal property, and occupational taxes, excises,
          withholding  taxes and  obligations  and other  levies now in force or
          enacted in the future,  all of which Customer will be responsible  for
          and will pay in full.  Customer agrees to pay or reimburse Nettaxi for
          any  applicable  taxes  that  are  levied  based  on the  transactions
          hereunder, exclusive of taxes on income or real estate taxes. Any such
          charges shall be invoiced and payable within the payment terms of this
          Agreement.   Nettaxi  agrees  to  provide   Customer  with  reasonable
          documentation  to support  invoiced  amounts  applied to taxes  within
          thirty (30) calendar days of receipt of a Customer's written request.

          C. Payments shall be due thirty (30) days from  Customer's  receipt of
          each monthly invoice. Late payment charges will be calculated based on
          1.5% per month of the unpaid amount

     10.  WARRANTIES AND INDEMNIFICATION

          A.  Customer  warrants  and  represents  that it owns or licenses  all
          rights  in or has the  right  to  distribute,  the  Content;  that the
          Content does not violate any  trademarks,  service marks or copyrights
          or any right of privacy or publicity or  otherwise  infringe  upon the
          rights of any third  party;  that the  Content  does not  violate  any
          federal,  state  or local  laws,  statutes  or  rules or  regulations.
          Customer  shall  indemnify  and hold harmless  Nettaxi,  its officers,
          directors, agents, contractors and employees, from and against any and
          all third party claims, costs, expenses or liabilities arising from or
          in connection  with  Customer's  Content.  Customer  further agrees to
          indemnify Nettaxi against  Customer's acts of negligence  resulting in
          damage to third parties.

          B. Nettaxi  warrants and represents that it owns or licenses all right
          in and to the technology  associated with the Web Content Distribution
          service, that, to the best of its knowledge, none of the technology it
          uses for its  services  infringes  upon or the  intellectual  property
          right of any third party and that, to the best of its  knowledge,  the
          operation of the Web Content Distribution Service does not violate any
          applicable federal, state or local statutes, rules or regulations.

          C. EXCEPT FOR THE WARRANTIES SET FORTH HEREIN, NEITHER PARTY MAKES ANY
          OTHER  WARRANTIES  IN  CONNECTION  WITH  THE  SUBJECT  MATTER OF  THIS
          AGREEMENT,  WHETHER  EXPRESSED  OR  IMPLIED,  AND  DISCLAIMS  ANY SUCH
          WARRANTIES, INCLUDING  THOSE  OF   MERCHANTABILITY,   FITNESS   FOR  A
          PARTICULAR  PURPOSE,   AND  NON - INFRINGEMENT.  NETTAXI  SPECIFICALLY
          DISCLAIMS ALL  WARRANTIES  THAT THE WEB CONTENT  DISTRIBUTION  SERVICE
          WILL MEET ANY STANDARD OF  PERFORMANCE  OR ACCURACY OR THAT IT WILL BE
          TIMELY OR FREE OF ERRORS.


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<PAGE>
          D. In the event of any breach,  or reasonably  anticipated  breach, of
          any of the  foregoing  warranties,  in addition to any other  remedies
          available in law or equity, Nettaxi shall have the right, at Nettaxi's
          sole  discretion,  to suspend  Web  Content  Distribution  Services if
          deemed  reasonably  necessary  by Nettaxi  to prevent  any harm to its
          business.

     11.  LIMITATION OF LIABILITIES

          A. IN NO EVENT WILL  EITHER  PARTY BE LIABLE TO THE OTHER OR ANY THIRD
          PARTY  FOR  SPECIAL,   COLLATERAL,   PUNITIVE,   EXEMPLARY,   INDIRECT
          INCIDENTAL  OR  CONSEQUENTIAL  DAMAGES,  INCLUDING BUT NOT LIMITED TO,
          LOSS  OF  GOODWILL,   LOSS  OF  PROFITS  OR  REVENUES,  LOSS  OF  USE,
          INTERRUPTIONS  OF BUSINESS OR CUSTOMER  CLAIMS  ALLEGED AS A RESULT OF
          TORTIOUS CONDUCT OR BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT,
          EVEN IF EITHER  PARTY HAS BEEN ADVISED BY THE OTHER OR ANY THIRD PARTY
          OF THE POSSIBILITY OF SUCH DAMAGES.

          B. THE  LIABILITY  OF NETTAXI FOR DAMAGES  ARISING OUT OF THE SERVICES
          PROVIDED HEREIN, INCLUDING, WITHOUT LIMITATION,  MISTAKES,  OMISSIONS,
          INTERRUPTIONS,  DELAYS,  TORTIOUS CONDUCT OR ERRORS, WHETHER CAUSED BY
          ACTS OF COMMISSION OR OMISSION,  SHALL BE LIMITED TO A PRORATED REFUND
          OF THE  CHARGES  PAID  BY  CLIENT  FOR THE  WEB  CONTENT  DISTRIBUTION
          SERVICES.  THE  RECEIPT  OF SUCH  REFUNDS  SHALL  BE THE  SOLE  REMEDY
          AFFORDED TO CUSTOMER.

     12.  CONFIDENTIAL INFORMATION

          A. Each party  acknowledges  that during the term of this Agreement it
          will have  access to  certain  confidential  information  of the other
          party  concerning  the  other  party's   business  plans,   customers,
          technology,  financial  status and  products,  including the terms and
          conditions   of   this   Agreement    ("Confidential    Information").
          Confidential  Information  will  include,  but not be limited to, each
          party's  proprietary  software  and customer  information.  Each party
          agrees  that it will not use in any way,  for its own  account  or the
          account of any third  party,  except as  expressly  permitted  by this
          Agreement,  nor disclose to any third party (except as required by law
          or to that  party's  attorneys,  accountants  and  other  advisors  as
          reasonably   necessary),   any  of  the  other  party's   Confidential
          Information  and will  take  reasonable  precautions  to  protect  the
          confidentiality of such information.


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<PAGE>
          B. Information will not be deemed Confidential  Information  hereunder
          if such  information:  (i) is known to the  receiving  party  prior to
          receipt from the disclosing party directly or indirectly from a source
          other  than  one  having  an  obligation  of  confidentiality  to  the
          disclosing party;  (ii) becomes known  (independently of disclosure by
          the  disclosing  party) to the receiving  party directly or indirectly
          from a source other than one having an obligation  of  confidentiality
          to the  disclosing  party;  (iii) becomes  publicly known or otherwise
          ceases to be secret or  confidential,  except through a breach of this
          Agreement by the receiving party; or (iv) is  independently  developed
          by the receiving party.

     13.  EXCUSED PERFORMANCE

          Neither Party shall be liable to the other Party under this  Agreement
          for any failure nor delay in performance  that is due to causes beyond
          its reasonable control,  including but not limited to, acts of nature,
          governmental  actions,  fires,  civil  disturbances,  interruptions of
          power, or transportation problems.

     14.  ASSIGNMENT OR TRANSFER

          Customer  shall  not  assign or  transfer  the  rights or  obligations
          associated with this Agreement, in whole or in part, without Nettaxi's
          prior written consent.

     15.  GOVERNING LAW

          This  Agreement  shall be governed  and  construed  by the laws of the
          State of  California  except as they  pertain to its  conflict  of law
          provisions.  The  courts  of the  State of  California,  County of Los
          Angeles shall have jurisdiction over any legal disputes relating to or
          in connection with this Agreement.

     16.  RELATIONSHIP OF PARTIES

          The Parties to this Agreement shall be deemed independent  contractors
          and neither  Party shall have the right or authority to bind the other
          to any obligation not expressly agreed to in writing.

     17.  WAIVER

          Conduct by either  party  amounting to a waiver of a breach or default
          of any of the  terms of this  Agreement  shall not be  construed  as a
          waiver of any subsequent breach or default.


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<PAGE>
     18.  NOTICES

          All  notices  pertaining  to this  Agreement  shall be in writing  and
          delivered  via  registered  mail,  return  receipt  requested,  to the
          addresses first written above or by facsimile or email, with a written
          acknowledgement of receipt.

     19.  ENTIRE AGREEMENT

          This  Agreement  constitutes  the  entire  understanding  between  the
          parties and supercedes all other agreements,  whether written or oral.
          This  Agreement  may not be  modified  except in a  writing,  which is
          signed, by both parties or their duly authorized representatives.

IN  WITNESS  WHEREOF the parties do hereby execute this Agreement as of the date
set  forth  below.

NETTAXI.COM                          WHITE  SAND  COMMUNICATIONS,  INC.

By:  /s/  Dean  Rositano             By:  /s/  VALDIR MANAGERS LIMITED, DIRECTOR
     --------------------------         ----------------------------------------
Date:  1/1/00                        Date:  1-1-00
       ------------------------           ----------------------


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