DISTRIBUTION AGREEMENT



     THIS DISTRIBUTION AGREEMENT  ("Agreement"),  is entered into this 30 day of

June, 1998, by and between INGRAM MICRO INC. ("Ingram"), a Delaware corporation,

having its principal  place of business at 1600 E. St. Andrew Place,  Santa Ana,

California 92705, and PIRANHA INTERACTIVE PUBLISHING,  INC. ("Vendor"), a Nevada

corporation,  having its principal place of business at 1839 W. Drake,  Suite B,

Tempe,   AZ  85283.   The  parties   desire  to  and  hereby  do  enter  into  a

distributor/supplier  relationship,  the governing  terms and mutual promises of

which are set out in this Agreement.



1.   DISTRIBUTION RIGHTS



1.1  TERRITORY  Vendor grants to Ingram,  including its  affiliates for resale,

and Ingram accepts, the non-exclusive right to distribute worldwide all computer

products produced and/or offered by Vendor  ("Product")  during the term of this

Agreement.  Ingram  shall  have  the  right  to  purchase,  sell and ship to any

reseller  within the territory or to Ingram's  affiliate,  or at Vendor's option

Ingram's affiliate may purchase direct from Vendor.



1.2  PRODUCT  Vendor agrees to make available and to sell to Ingram such Product

as Ingram  shall  order from  Vendor at the prices and  subject to the terms set

forth in this  Agreement.  Ingram  shall not be required to purchase any minimum

amount or quantity of the Product.



2.   TERM AND TERMINATION



2.1  TERM  The initial term of this  Agreement is one (1) year.  Thereafter  the

Agreement will automatically  renew for successive one (1) year terms, unless it

is earlier terminated.



2.2  TERMINATION



     (a)  Either party may terminate this  Agreement,  with or without cause, by

giving thirty (30) days written notice to the other party.



     (b)  Either party may immediately  terminate  this  Agreement  with written

notice if the other party:



          (i)  materially  breaches any term of this  Agreement  and such breach

          continues for thirty (30)  business  days after  written  notification

          thereof, or



          (ii)  ceases  to  conduct  business  in  the  normal  course,  becomes

          insolvent,  makes a general  assignment  for the benefit of creditors,

          suffers or permits the  appointment  of a receiver for its business or

          assets, or avails itself of or becomes subject to any proceeding under

          any Bankruptcy  Act or any other federal or state statute  relating to

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