EXHIBIT 4.5

     THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE UNITED STATES
SECURITIES AND EXCHANGE COMMISSION BECAUSE THEY ARE BELIEVED TO BE EXEMPT FROM
REGISTRATION UNDER SECTION 4(2) OF THE SECURITIES ACT OF 1933 AND RULE 506
PROMULGATED THEREUNDER.

     THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION.  NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR
ANY OTHER AUTHORITY HAS PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR
THE ACCURACY OR ADEQUACY OF THE INFORMATION PROVIDED TO THE INVESTORS.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.  INVESTORS MUST RELY ON
THEIR OWN EXAMINATION OF THE COMPANY, AND THE RISKS, MERITS AND TERMS OF THIS
OFFERING IN MAKING AN INVESTMENT DECISION.


COMMON STOCK PURCHASE WARRANT
SERIES C

NMXS.com, INC.
(A DELAWARE CORPORATION)

Dated: ____________, 200___

CERTIFICATE NUMBER: _______ _______ WARRANTS

     THIS CERTIFIES THAT ______________ (hereinafter called the "Holder") will
in the future during the period hereinafter specified, upon fulfillment of the
conditions and subject to the terms hereinafter set forth, be entitled to
purchase from NMXS.com, Inc., a Delaware corporation (the "Company"),
____________ shares (the "Shares") of the Company's common stock, par value
$.001 per share ("Common Stock"), at an exercise price of $0.50 per Share (the
"Exercise Price"), on the basis of one share for each warrant (the "Warrant")
indicated on the face hereof.

     1.     Commencing one year from March 22, 2001, and ending on the date
five years later, unless extended by the Company in its sole discretion
("Expiration Date"), the Holder shall have the right to purchase the Shares
hereunder at the Exercise Price.  After the Expiration Date, the Holder shall
have no right to purchase any Shares hereunder and this Warrant shall expire
thereon effective at 5:00 p.m., Mountain Standard Time.

     2.     The rights represented by this Warrant may be exercised at any
time within the period above specified, in whole or in part, by (i) the
surrender of this Warrant (with the purchase form at the end hereof properly
executed) at the principal executive office of the Company (or such other
office or agency of the Company as it may designate by notice in writing to
the Holder at the address of the Holder appearing on the books of the
Company); (ii) payment to the Company of the Exercise Price then in effect for
the number of Shares specified in the above-mentioned purchase form together
with applicable stock transfer taxes, if any; and (iii) delivery to the
Company, if the Company so requires, of a duly executed agreement signed by
the Holder to the effect that such person agrees to be bound by all provisions
hereof.  This Warrant shall be deemed to have been exercised, in whole or in
part to the extent specified, immediately prior to the close of business on
the date this Warrant is surrendered and payment is made in accordance with
the foregoing provisions of this Paragraph 2, and the person or persons in
whose name or names the certificates for Shares shall be issuable upon such
exercise shall become the holder or holders of record of such Shares at that
time and date.  The certificates for the Shares so purchased shall be
delivered to the Holder within a reasonable time after the rights represented
by this Warrant shall have been exercised.

     3.     This Warrant may not be exercised or sold, transferred, assigned,
or otherwise disposed of at any time by the Holder unless the transaction is
registered under the Securities Act of 1933, as amended (the "Act") or, in the
opinion of the Company (which may in its discretion require the Holder to
furnish it with an opinion of counsel in form and substance satisfactory to
it), such exercise, sale, transfer, assignment, or other disposition does not
require registration under the Act and a valid exemption is available under
applicable federal and state securities laws.  Any permitted transfer or
assignment shall be effected by the Holder (i) completing and executing the
form of assignment at the end hereof and (ii) surrendering this Warrant with
such duly completed and executed assignment form for cancellation, accompanied
by funds sufficient to pay any transfer tax, at the principal executive office
of the Company, accompanied by a written representation from each such
assignee addressed to the Company stating that such assignee agrees to be
bound by the terms of this Warrant; whereupon the Company shall issue, in the
name or names specified by the Holder (including the Holder) a new Warrant or
Warrants of like tenor with appropriate legends restricting transfer under the
Act and representing in the aggregate rights to purchase the same number of
Shares as are purchasable hereunder.

     4.     The Company covenants and agrees that all Shares purchased
hereunder will, upon issuance, be duly and validly issued, fully paid, and
non-assessable and no personal liability will attach to the Holder thereof.
The Company further covenants and agrees that during the period within which
this Warrant may be exercised, the Company will at all times have authorized
and reserved a sufficient number of shares of Common Stock to provide for the
exercise of this Warrant.

     5.     This Warrant shall not entitle the Holder to any voting rights or
other rights as a stockholder of the Company, either at law or in equity, and
the rights of the Holder are limited to those expressed in this Warrant and
are not enforceable against the Company except to the extent set forth herein.

     6.     In the event that the Company shall at any time subdivide or
combine into a greater or lesser number the number of outstanding shares of
Common Stock, the number of Shares purchasable upon exercise of the Warrant
shall be proportionately increased and the Exercise Price proportionally
decreased in the case of subdivision or, in the case of combination, the
number of Shares purchasable upon the exercise of the Warrant shall be
proportionately decreased and the Exercise Price proportionately increased.
Irrespective of any adjustments in the Exercise Price or the number of Shares
purchasable upon exercise of the Warrant, the Warrant theretofore or
thereafter issued may continue to express the same price and number and kind
of Shares as are stated in the Warrant initially issued.

     7.     The Warrants represented by this certificate are subject to
redemption by the Company at $.01 per Warrant, at any time after the date
hereof, upon thirty days notice if the closing bid price of the Company's
Common Stock equals or exceeds 300% of the exercise price hereof for ten
consecutive trading days at any time prior to notice of redemption.

     8.     This Warrant Certificate does not constitute an offer to sell, nor
does it confer any right to purchase, securities of the Company until such
time as the conditions precedent to its exercisability have been fulfilled.

     IN WITNESS WHEREOF, NMXS.com, Inc. has caused this Warrant to be signed
by its duly authorized officer.

                                   NMXS.com, Inc.



                                   By Richard Govatski, President

<PAGE>
PURCHASE FORM

(To be signed only upon exercise of Warrant)

     The undersigned, the Holder of the foregoing Warrant, hereby irrevocably
elects to exercise the purchase rights represented by such Warrant for, and to
purchase thereunder, Shares of the Common Stock of NMXS.com, Inc., and
herewith makes payment of $__________ therefore, and requests that the share
certificates be issued in the name(s) of, and delivered
to_______________________________________________________________ whose
address(es) is (are)____________________________________________________.

Dated:

     (Signature)

     Name (Print or Type)

     Address:




TRANSFER FORM

(To be signed only upon transfer of the Warrant)

For value received, the undersigned hereby assigns and transfers unto
_____________________________________________ the right to purchase shares of
the Common Stock of NMXS.com, Inc. represented by the foregoing Warrant to the
extent of________ Shares, and appoints ___________________________, attorney
to transfer such rights on the books of
_____________________________________________, with full power of substitution
in the premises.

Dated:

     (Signature)

     Name (Print or Type)

     Address:


     <PAGE>