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                                                                 Exhibit 10.7

                                    AGREEMENT





           The following Agreement is hereby concluded by and between





                             BLAXXUN INTERACTIVE AG
                            Eisenheimer Strasse 61-63
                                  80687 Munich


               - hereinafter called "blaxxun" or "manufacturer" -





                                       and





                               INFOMATEC MEDIA AG
                                Steinerne Furt 76
                                 86167 Augsburg


           - hereinafter called "Infomatec Media AG" or VAR Partner -
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1.       PRELIMINARY REMARKS

blaxxun has special software products and developers with particular experience
in the area of 3D worlds. Infomatec Media AG is currently preparing projects in
which software and development services, such as are available at blaxxun, are
needed to a large extent.


2.       ACCEPTANCE OF DEVELOPMENT SERVICES

Infomatec Media AG hereby undertakes to accept development services in the
amount of 500 man-days at $1000 each by 12/31/2000.

In this way, development services in the area of 3D worlds and adaptations of
blaxxun software to the planned projects of Infomatec Media AG are to be
provided.


3.       USE OF THE BLAXXUN SOFTWARE

(1)Infomatec Media AG needs special client software for the realization of the
   projects currently being prepared by it. In the view of Infomatec Media AG,
   blaxxun has a suitable product (blaxxun Community Platform plus Development
   Kit).

(2)Infomatec Media AG hereby undertakes in a binding manner to use the software
   of blaxxun in the realization of the current project at [**](1) (preparation
   of an on-line trading system with Virtual Community), and to acquire the
   necessary licenses from blaxxun for this purpose.

(3)Infomatec Media AG hereby further undertakes to accept blaxxun licenses for
   all other projects in which Virtual Communities are prepared and the software
   of blaxxun can be used according to the particular project specifications.

(4) For currently ongoing and future projects, licenses shall be accepted from
blaxxun for the following amounts:

         licenses valued at $ 0.5 million by July 31, 2000,
         additional licenses valued at $ 1.5 million by July 31, 2001,
         additional licenses valued at $ 3 million by July 31, 2002.

In the event that use of the blaxxun software in the projects of Infomatec Media
AG is not possible according to performance certificates or project
specifications, the acceptance quantities according to paragraph 4 of this
Agreement may be adjusted accordingly.

- --------
(1)   [**]    Indicates that information has been omitted and filed separately
              with the Commission pursuant to a request for confidential
              treatment.
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4.       BUYBACK OPTION

(1)Infomatec Media AG has acquired a share in blaxxun interactive, with
   registered office in San Francisco (USA), through a separate agreement (Stock
   Purchase Agreement dated February 25, 2000).

(2)It is hereby agreed by and between blaxxun interactive, Inc. and Infomatec
   Media AG that blaxxun interactive, Inc. shall be entitled to buy back its
   shares from Infomatec Media AG under the following conditions:

- -        If Infomatec Media AG does not accept licenses valued at $ 0.5 million
         by July 31, 2000 in accordance with No. 3 paragraph 4 of this
         Agreement, then blaxxun interactive, Inc. shall have the right to buy
         back 10% of the shares at a price of $ 11.80 per share. This right
         shall expire at the end of the day on August 30, 2000.
- -        If Infomatec Media AG does not accept additional licenses valued at $
         1.5 million by July 31, 2001 in accordance with No. 3 paragraph 4 of
         this Agreement, then blaxxun interactive, Inc. shall have the right to
         buy back 30% of the shares at a price of $ 11.80 per share. This right
         shall expire at the end of the day on August 30, 2001.
- -        If Infomatec Media AG does not accept additional licenses valued at $ 3
         million by July 31, 2002 in accordance with No. 3 paragraph 4 of this
         Agreement, then blaxxun interactive, Inc. shall have the right to buy
         back 60% of the shares at a price of $ 11.80 per share. This right
         shall expire at the end of the day on August 30, 2002.

The amount which blaxxun interactive, Inc. must pay to Infomatec Media AG in the
event of exercise of a buyback right shall be increased by an amount of 5% per
year starting on February 25, 2000, as well as by the costs demonstrated by
Infomatec Media AG for acquisition of the shares in blaxxun interactive, Inc.


5.       VAR AGREEMENT

For the acquisition of licenses, the conclusion of a separate VAR Agreement is
hereby stipulated. In it, in particular the details of the strategic partnership
pursued, the details of the transfer of rights, and the details of the
collaboration in the area of sales shall be regulated.


6.       PERPETUATION OF SOFTWARE ON LINUX

Because of the strategic partnership with Infomatec Media AG to support its
Linux-based technology, blaxxun will aim for a platform-crossing (and thus also
a Linux) client solution and will make it the subject matter of the next major
product release. blaxxun assumes that a release date within a period of [**](2)
from the date of conclusion of this Agreement can be expected.

- --------
(2) [**] Indicates that information has been omitted and filed separately with
the Commission pursuant to a request for confidential treatment.
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blaxxun sees this as a chance to expand its license business to the Linux worlds
and so it will not charge anything separately for this development expense.
Infomatec Media AG shall be given an opportunity to propose specific
requirements and to collaborate closely in the product test phase.


7.       CONFIDENTIALITY

(1)The parties are hereby obligated to keep strictly secret all information
   which they receive in connection with performance of the intended
   collaboration and which is of a technical, financial or otherwise commercial
   nature, as well as which relate to the composition, manufacture, application,
   marketing, product service, raw material purchasing sources, product
   customers or other details of the business operation of the parties
   (hereinafter "information") and not to pass it on to third parties. In
   addition, the parties are prohibited from using the information for purposes
   other than those expressly mentioned in this Agreement. The confidentiality
   agreement contained in this paragraph is not applicable to information which
   the parties have obtained from third parties in a legally permissible manner
   or which is public knowledge. The passing on of information to persons
   legally bound to maintain confidentiality (banks, accountants, etc.) is not
   detrimental.

(2)The parties shall see to it that their employees, representatives, or other
   persons who have access to the information are subject to the same
   confidentiality obligations as are set forth in the foregoing paragraph (1).

(3)Each party which violates one or more of the obligations mentioned in the
   aforementioned paragraphs (1) and (2) shall be obligated to pay to the party
   damaged by the corresponding violation of duty for each individual case an
   amount of EUR 50,000.00 as a minimum damage compensation. The right of the
   affected party to demand compensation for further damage suffered due to the
   violation of duty shall remain unaffected.

(4)Both parties are aware that, according to Section 12 and following of the
   Securities Act, the status of a primary insider may be applicable and the
   aforementioned law must be observed.


8.       NOTIFICATIONS

(1)Notifications which may or which must occur according to this Memorandum of
   Understanding shall be sent to the addresses mentioned on the title page of
   this Memorandum of Understanding.

(2)The parties shall inform one another mutually without delay about any
   changes which occur with respect to their addresses or communications
   systems.
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9.       APPLICABLE LAW AND JURISDICTION

(1)This Agreement and all obligations resulting therefrom, including possible
   damage compensation claims, shall be entirely subject to the laws of the
   Federal Republic of Germany.

(2)The exclusive place of jurisdiction for any disputes which may arise from
   this Agreement shall be Munich. The plaintiff shall also be entitled,
   moreover, to file a complaint with the competent courts for the registered
   office of the respondent.


Munich,                                              Augsburg,
February 25, 2000                                    February 25, 2000
         --                                                   --

[signature]                                          [signature]
blaxxun interactive AG                               Infomatec Media AG


Munich,
February __, 2000

[signature]
blaxxun interactive, Inc.