NETTAXI INC
<DOCUMENT>
<TYPE>EX-10.65
<SEQUENCE>10
<FILENAME>0010.txt
<TEXT>


FASTCLICK                                         Internet  Advertising  Network


                  ONLINE ADVERTISING SERVICES CONTRACT #906-01

Effective Date: 2/1/2001               Effective until terminated or superceded.

1)  PARTIES

Pursuant  to this Agreement, Fastclick.com, Inc. ("Fastclick") of 5385 Hollister
Avenue,  Santa  Barbara,  CA 93111, and Customer ("Customer") shall agree to the
following terms and conditions for the provision of online advertising services.
This  includes,  but  is  not limited to, the serving, tracking and reporting of
advertising  campaigns  separately  contracted  between  Customer and Customer's
Client(s)  ("Client")  who  may  be  web publishers, agencies, brokers, or other
entities.

2)  USE  POLICY

2A)  SCOPE  OF  SERVICES:  Fastclick  online  advertising services are web-based
management  applications.  All  serving,  tracking,  and  reporting  activities
associated with one transaction are hereby called an Event ("Event"). Each Event
may include, but is not limited to: image serving, targeting, frequency capping,
redirection,  click  tracking,  and ROI tracking. Services can be customized for
Customer  to  a  limit  determined  solely by Fastclick on a case-by-case basis.
Active participation in the development of Fastclick online advertising services
and  the  user  interface  to  enhance  the  ability  to  provide cost-effective
solutions  is  encouraged  for  all  Customers  and  their  Clients.

2B)  PRICING  AND  PAYMENT:  A  minimum  fee  of  $500  per month will be billed
regardless  of  account  activity for all open accounts. Above the $500 minimum,
pricing  of  Fastclick  online  advertising services covered by this contract is
based on throughput only (the number of actual Events per month). In addition to
all of the possible components of an Event, pricing includes all interface setup
and  account  administration.  All  Events  falling  under the same contract are
billed  at  the  same  rate, regardless of relative complexity. Service fees are
waived  for  Customer campaigns run on the Fastclick Network. Rates are based on
the  number  of  Events  actually  provided in any given calendar month. Payment
terms  are  negotiated  separately  from this contract and are typically NET 30,
invoiced  by  calendar  month. Fastclick reserves the right to set and negotiate
specific  payment  terms on a Customer-by-Customer basis. Under no circumstances
will payment for Event services be delayed by the receipt of payment by Customer
from  Client(s).  Fastclick  reserves  the right to adjust rates based on market
pressures  and  will  provide  Customer  30-day  written notice of such changes.
Effective  rates and other specific points for this contract are provided in the
Fee  Table.

2C)  ACCOUNT  ACTIVATION  AND  TERMINATION:  This contract includes the right to
72-hour  cancellation  by  either  party, with or without cause. In the event of
cancellation,  actuals will be billed, including the $500 minimum if applicable.
Termination  notice may be provided via email or any other public means and will
be effective 72-hours from the date and time the notice is sent. Upon receipt of
such  termination notice, Customer agrees to immediately remove, or have Clients
immediately  remove,  from webpages and other files, all Fastclick software code
for  serving and tracking. Fastclick reserves the right to refuse service to any
new  or  existing  Customer,  in  its  sole  discretion,  with or without cause.
Fastclick  reserves  the right, in its sole discretion and without liability, to
reject,  omit  or  exclude any Creative; Client or Website for any reason at any
time,  regardless  of  whether  such Creative, Client, or Website was previously
accepted.


5385 Hoilister Avenue #201     Santa  Barbara,  CA     93111
Phone: (805) 964-2266          Fax:  (425)  969-8552     www.fastc1ick.com


<PAGE>
Online Advertising Services Contract #906-01                           fastclick

<TABLE>
<CAPTION>

FEE  TABLE

                                                                       MAX
MILLIONS OF EVENTS PER CALENDAR MONTH(1)    FEE(2)    LEAD TIME(3)  CLIENTS(4)
----------------------------------------  ----------  ------------  ----------
<S>                                       <C>         <C>           <C>
 0 to 2                                   $      500       < 1 day   Unlimited
----------------------------------------  ----------  ------------  ----------
 2 to 50                                  $ 0.15 CPM       < 1 day   Unlimited
----------------------------------------  ----------  ------------  ----------
50 to 250                                 $ 0.12 CPM     < 3 weeks   Unlimited
----------------------------------------  ----------  ------------  ----------
250 to 500                                $ 0.10 CPM     < 3 weeks   Unlimited
----------------------------------------  ----------  ------------  ----------
Over 500                                  $ 0.09 CPM     < 6 weeks   Unlimited
----------------------------------------  ----------  ------------  ----------
<FN>

(1)  An  Event  constitutes  all  serving,  tracking,  and  reporting activities
     associated  with  one  transaction  between  advertiser  and publisher. For
     example,  the  image  serving,  click  tracking,  ROI  tracking  and online
     reporting  for  a  single banner impression are all part of the same Event.

(2)  A  minimum  fee  of  $500  per  month  will be billed regardless of account
     activity  for  all open accounts. For the purposes of this contract, CPM is
     defined  as  the  Cost  per  1000  Events.

(3)  Lead  times  are  estimates only and will only be relevant when significant
     throughput  changes occur. Complex Events may require additional lead time.

(4)  Max  clients  is  the  total  number  of advertisers and publishers for the
     account.
</TABLE>

2D)  REPRESENTATION:  Customer represents and warrants that: (1) it is the owner
or  is  licensed  to use the entire contents and subject matter contained in the
Creative  and  all  Websites  associated with an Event; (2) the Creative and all
Websites  associated  with  an  Event  are  free of any 'worm", "virus" or other
device  that  could  impair or injure any person or entity; (3) the Creative and
all  Websites  associated  with  an  Event  do not violate any law or regulation
governing  false  or  deceptive  advertising, sweepstakes, gambling, comparative
advertising,  or  trade  disparagement;  (4)  the  Creative  and  all  Websites
associated  with  an Event do not contain any misrepresentation, or content that
is  defamatory  or violates any rights of privacy or publicity; (5) Customer and
Customer's  Clients  are  generally familiar with the nature of the Internet and
will comply with all laws and regulations that may apply to the Creative and all
Websites  associated  with  an  Event;  and  (6)  the  Creative and all Websites
associated  with an Event do not and will not infringe any copyright, trademark,
patent  or  other  proprietary  right.  Customer  grants Fastclick the right and
license  to use, reproduce, transmit, and distribute the Creative and associated
software  codes  to  all  websites  or  other  files  associated with the Event.


2E) CLIENT ACCESS: Administration of Client access is Customer's responsibility,
and  is subject to prior approval of Fastclick. Fastclick reserves the right, in
its  sole  discretion  and  without  liability  to  refuse  access to any new or
existing  Client.


                                        2
<PAGE>
Online Advertising Services Contract #906-01                           fastclick


2F)  CREATIVE,  LINKS  AND  CODE: Customer is solely responsible for the upload,
download  and  distribution  of  pieces  of  software  code  associated with the
effective  performance  of an Event. All ineffective Events that result from the
failure  of  Customer,  or  Customer's  Clients,  to  effectively  implement  or
distribute code provided by Fastclick will be billed as actuals. All ineffective
Events  that  result  from  unauthorized  code  modifications  will be billed as
actuals.  All Fastclick code is proprietary to Fastclick, and may not be -shared
with  unauthorized  Customers  or  Clients.

2G)  CONFIDENTIALITY  AND  NON-DISCLOSURE:  Fastclick,  Customer, and Customer's
Client(s)  mutually  agree  to  hold  confidential  and  proprietary all account
information  and  trade  secrets  ("confidential  information")  in  trust  and
confidence  and  agree that it shall be used only for the contemplated purposes,
shall  not  be  used  for  any  other  purpose, or disclosed to any third party.
Confidential  information  includes,  but  is  not  limited  to:  the  value  of
customer's  business  with  Fastclick,  rates  and  fees,  traffic  volumes, the
identity  of  Client(s),  business  models, business practices, revenue sources,
software  code,  software  designs,  hardware  designs, and network architecture
designs. Fastclick reserves the right to identify its relationship with Customer
per  paragraph  4b  herein.

2H)  TRAFFIC  LIMITATIONS:  Terms  of  this  agreement  are subject to Fastclick
hardware,  software,  and  bandwidth  traffic  limitations.  Failure  to deliver
because  of  technical  difficulties  does  not  represent a failure to meet the
obligations  of  this  contract. In the event that Fastclick causes Events to be
ineffective, liabilities are limited to Fastclick fees that would otherwise have
been  incurred.  Ineffective  Events that are a result of Fastclick "down-time",
due to technical problems, or other problems, will not be counted as part of the
actuals.  It  is  Fastclick'  s sole discretion to determine if Fastclick is the
cause  of  ineffective  Events.

2I)  DATA  REPORTING  AND  DISCREPANCIES:  Fastclick Event counts are final with
respect  to the terms of this contract between Customer and Fastclick. Fastclick
Event  counts,  and  other associated data, may be used by Customer, at the sole
discretion  of  Customer,  as final numbers for the campaign transaction between
Customer  and  Client(s).  Under  no circumstances will Fastclick be required to
produce  data  sources  not  presented  or  downloadable  from Customer's online
interface.  Under  no  circumstance  does  Fastclick certify or warrant that the
numbers  used  by  Customer  represent  the  "actual"  or "audited" transactions
between  Customer  and  Client(s).

3)     LIABILITY  POLICY

3A)  INDEMNIFICATION:  Customer  hereby indemnities and holds harmless Fastclick
(including  their  successors,  directors, officers, employees, agents, assigns)
from  and  against all claims, loss, liability, damage and expense of any nature
(including attorneys' reasonable fees) in connection with the online advertising
services  provided,  for  any  actual  or  alleged  breach  of  any term of this
Agreement.

3B)  DAMAGES:  In  no  event shall either party be liable for special, indirect,
incidental,  or  consequential  damages,- including, but not limited to, loss of
data,  loss of use, or loss of profits arising there under or from the provision
of  services.

3C)  WARRANTY  DISCLAIMER: Fastclick does not make and hereby expressly disclaim
all  warranties,  express  or  implied,  with  respect to any matter whatsoever,
including,  without  limitation,  the  performance  of  any  software  programs
incidental  to services rendered by Fastclick, services provided there under, or
any  output  or  results  thereof.  Fastclick specifically disclaims any implied
warranty  of  merchantability  or  fitness  for  a  particular  purpose.


                                        3
<PAGE>
Online Advertising Services Contract #906-01                           fastclick


3D)  LIMITATION  OF  LIABILITY:  Fastclick  will not be subject to any liability
whatsoever for (a) any failure to provide reference or access to all or any part
of  the  Event  due  to  systems  failures  or  other  technological failures of
Fastclick  or  of  the Internet; (b) delays in delivery and/or non-delivery of a
campaign,  including,  without  limitation,  difficulties  with  a  Publisher or
Website,  difficulties with a third-party server, or electronic malfunction; and
(c)  errors  in  content  or omissions in any Creative provided by Customer. The
total  liability  of  Fastclick  arising  out  of  this contract or the services
provided  there  under,  whether based in contract, tort or otherwise, shall not
exceed  (1)  the  amount  paid  to Fastclick for services provided on Customer's
behalf  or  (2)  $10,000,  whichever  is  less,


4)  GENERAL

4A)  APPLICABILITY:  In  This  Agreement,  including  all  attachments 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. Applicable sections shall survive expiration or
early  termination  of this Agreement. Nothing in this Agreement shall be deemed
to  create  a  partnership  or  joint  venture  between  the parties and neither
Fastclick  nor  Customer shall hold itself out as the agent of the other, except
for that specified in this Agreement. 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.
Any  notice  required  or  permitted  to  be  given  by  either party under this
Agreement  shall  be  in writing and shall be sent by a reputable overnight mail
service  (e.g.,  Federal  Express),  or  by  first  class  mail  (certified  or
registered).  Failure by either party to enforce any provision of this Agreement
shall  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  shall  be  effective only if in writing and signed by the parties. If
for  any  reason  a  court of competent jurisdiction finds any provision or this
Agreement to be unenforceable, that provision of the Agreement shall be enforced
to the maximum extent permissible so as to affect the intent of the parties, and
the  remainder  of,  this  Agreement  shall  continue  in full force and effect.
Headings  used in this Agreement are for ease of reference only and shall not be
used  to  interpret  any  aspect  of  this  Agreement.

4B)  PUBLIC  RELEASE:  Customer  shall  not  release  any  information regarding
Customer's  or  Client(s)'s  relationship  with  Fastclick,  including,  without
limitation, in press releases or promotional or merchandising materials, without
the  prior  written  consent  of  Fastclick.  Fastclick  shall have the right to
publicly identify Customer as such for marketing and promotional purposes, given
the  specific  limitations  of  paragraph  2g  herein  (Confidentiality  and
Non-Disclosure). No press releases or general public announcements shall be made
without  the  mutual  consent  of  Fastclick  and  Customer.

4C)  AUDIT:  Fastclick shall have the sole responsibility for calculation of all
Event  statistics, including impressions and click through numbers. In the event
Customer or Client disagrees with any such calculation, a written request should
be  sent  immediately  to  Fastclick.  Fastclick  will  provide  Customer with a
reviewed  audit  of  the  statistics,  which  shall be final and binding on both
parties.

4D)  ASSIGNMENT:  Customer  may  not assign this Agreement, in whole or in part,
without  written  consent  from  Fastclick. Any attempt to assign this Agreement
without  such  consent  will  be  null  and  void.



                                        4
<PAGE>
Online Advertising Services Contract #906-01                           fastclick


4E)  GOVERNING  LAW:  This  Agreement  will  be  governed  by  and  construed in
accordance  with  the  laws  of  the  State  of  California.

4F)  ABILITY  TO  ENTER  INTO  AGREEMENT:  By executing this Agreement, Customer
warrants that Customer (or Authorized Representative of Customer) is at least 18
years  of age, and that there is no legal reason that Customer cannot enter into
a  binding  contract.


Accepted  by  Fastclick:          Accepted  by  Customer:

Fastclick.  Inc.                  Fastclick.  Inc.
-------------------------         -------------------------
(Company)                         (Company)


 /S/ Dave  Gross                  /S/  Dean  Roshano
-------------------------         -------------------------
(Signature)                       (Signature)


Dave  Gross                        Dean  Roshano
-------------------------         -------------------------
(Printed  Name)                   (Printed  Name)


CEO                               President  and  CEO
-------------------------         -------------------------
(Title)                           (Title)


24  January,  2001                2/13/2001
-------------------------         -------------------------
(Date)                            (Date)



                                        5
<PAGE>
FASTCLICK                                                    CREDIT  APPLICATION


  Complete this application, print, sign and return by fax to: (425) 969-8552

The  undersigned  company  is  applying  for credit with Fastclick.com, Inc. and
agrees  to  abide by the standard terms and conditions of Fastclick.com, Inc. as
printed  at  the  end  of  this  application.

BILLING  INFORMATION

Company  name  Nettaxi  Online  Communities
-------------------------------------------------------------------------------
DBA  (if  different)
-------------------------------------------------------------------------------
Contact  person  Dave  Schlenz
-------------------------------------------------------------------------------
Address  1696  Dell  Avenue  Campbell  CA  95008
-------------------------------------------------------------------------------
Phone  408-374-1168                        Fax
-----------------------------------------  ------------------------------------
Federal tax ID or Social Security number 77-0469138
-------------------------------------------------------------------------------
Date  business  established  1997          No.  of  employees  20
-----------------------------------------  ------------------------------------
Type  of  business
-------------------------------------------------------------------------------

Are  you  a:
[X] CORPORATION                  State  of  incorporation      DE
                                 ----------------------------------------------
Names,  titles,  and  addresses  of  your  three  chief  corporate  officers

Robert  Rositano,  Jr
-------------------------------------------------------------------------------
Dean  Rositano
-------------------------------------------------------------------------------
Name and address of your resident agent

-------------------------------------------------------------------------------
[ ] PARTNERSHIP
Names  and  addresses  of  the  partners

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

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

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

[ ] SOLE  PROPRIETORSHIP

Have  you  ever  had  credit  with  us  before?   [ ]   Yes    [ ]  No
If  yes,  under  what  name?
-------------------------------------------------------------------------------

Authorized  purchasers
-------------------------------------------------------------------------------

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

Purchase  order  required?    [X] Yes    [ ]  No
-------------------------------------------------------------------------------
BANK  REFERENCE
Account  #
-------------------------------------------------------------------------------
Phone
-------------------------------------------------------------------------------
Contact  person
-------------------------------------------------------------------------------
Name  of  bank
-------------------------------------------------------------------------------
Address
-------------------------------------------------------------------------------


5385  Hollister  Avenue  #201     Santa  Barbara,  CA     93111
Phone:  (805)  964-2266     Fax:  (425)  969-8552     -     www.fastclick.com


<PAGE>
FASTCLICK                                                   CREDIT  APPLICATION

TRADE  REFERENCES

Reference  #1     Name  Alchemy  Communication
                  -------------------------------------------------------------
                  Address  9610  DeSoto  Avenue  Chatsworth,  CA  91311
                  -------------------------------------------------------------
                  Phone  818-718-0366
                  -------------------------------------------------------------


Reference  #2     Name  South  Bay  VII
                  -------------------------------------------------------------
                  Address  1690  Dell  Avenue  Campbell  CA  95008
                  -------------------------------------------------------------
                  Phone  408-379-0400
                  -------------------------------------------------------------


Reference  #3     Name  Stream  Magic  Inc
                  -------------------------------------------------------------
                  Address 1200 W 7th Street Ste L1-100 Los Angeles CA 90017
                  -------------------------------------------------------------
                  Phone213-596-3000
                  -------------------------------------------------------------

I  represent  that  the  above  information  is  true  and  is  given  to induce
FASTCLICK.COM,  INC.  to  extend  credit  to  the  applicant.  My  company and I
authorize  FASTCLICK.COM,  INC.  to  make  such  credit  investigation  as
FASTCLICK.COM,  INC.  sees  fit, including contacting the above trade references
and  banks  and  obtaining  credit reports. My company and I authorize all trade
references,  banks,  and credit reporting agencies to disclose to FASTCLICK.COM,
INC.  any  and all information concerning the financial and credit history of my
company  and  myself,

Please print, sign and return this application by fax to: (425) 969-8552

Signatory  must  be a proprietor, a general partner or an officer of the company
with  authority  to  enter  into  contractual  agreements. To the best of my/our
knowledge  all  information  provided is complete and accurate. I/WE AGREE TO BE
BOUND  BY  THE  TERMS  AND  CONDITIONS  SET  FORTH  BELOW.

Authorized  signature:  /s/  Dean  Rositano
-------------------------------------------------------------------------------
Printed  name:  Dean  Rositano
-------------------------------------------------------------------------------
Title:  President  and  CEO     Date:  2/13/01
-------------------------------------------------------------------------------

TERMS  AND  CONDITIONS

1.   Payment  terms  are  NET  30  from  campaign  end  date or end-of-month for
     extended  campaigns.  Fastclick  will  invoice  amounts due. In addition to
     payment  by  check,  NET  30  payments  can be made online, by credit card.

2.   A  service charge of 2% per month, or the maximum allowable by law, will be
     added  to  all amounts billed if not paid by the due -date indicated on the
     Invoice.

3.   No  additional  credit  will  be  extended  to  past  due  accounts  unless
     satisfactory  arrangements  are  made  with  our  credit  department.

4.   In  the  event  that  payment  is  not  timely  made,  you agree to pay all
     reasonable attorney's fees and court or other collection costs as permitted
     by  law  as  actually incurred by Fastclick.com. Fastclick.com reserves the
     right to assess a fee for returned checks to cover administrative costs and
     bank  charges.

5.   Personal  guarantee:  if  the  credit customer is a corporation, then those
     signing  this application, whether signing as an officer or not, personally
     guarantee  payment  for  all  items purchased on credit by the corporation.


                                        2
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