EXHIBIT  4.5


                                   NETTAXI.COM

                             STOCK OPTION AGREEMENT
                                     [FORM]

     This  Nettaxi.com  Stock Option Agreement (the "Agreement"), by and between
Nettaxi.com,  a  Nevada  corporation  (the  "Company"),  and  _______________
("Optionee"),  is  made  effective  as  of  this  day  of  _____________, 199__.

                                       RECITALS

     1.     Pursuant to the Nettaxi.com 1999 Stock Option Plan (the "Plan"), the
Board  of  Directors of the Company (the "Board") has authorized the grant of an
option  to  purchase  common  stock of the Company ("Common Stock") to Optionee,
effective  on  the  date indicated above, thereby allowing Optionee to acquire a
proprietary  interest  in  the  Company in order that Optionee will have further
incentive  for  continuing  his  or her employment by, and increasing his or her
efforts  on  behalf  of,  the  Company  or  an  Affiliate  of  the  Company.

     2.      The  Company  desires  to  issue  a  stock  option  to Optionee and
Optionee  desires  to  accept  such stock option on the terms and conditions set
forth  below.

     NOW  THEREFORE,  for  good  and  valuable  consideration,  the  receipt and
adequacy  of  which  are  hereby  acknowledged,  the  parties  agree as follows:


                                    AGREEMENT

     1.     Option  Grant.  The  Company  hereby  grants  to  the Optionee, as a
            -------------
separate  incentive and not in lieu of any fees or other compensation for his or
her services, an option to purchase, on the terms and conditions hereinafter set
forth,  all  or  any  part  of  an  aggregate  of  ____________________
(________________)  shares of authorized but unissued shares of Common Stock, at
the  Purchase  Price  set  forth  in  paragraph  2  of  this  Agreement.

     2.     Purchase  Price.  The  Purchase Price per share (the "Option Price")
            ---------------
shall be $__________, which is not less than ___________________ percent (____%)
of  the  fair  market  value  per share of Common Stock on the date hereof.  The
Option  Price  shall  be  payable  in  the manner provided in paragraph 9 below.

     3.     Adjustment.  The number and class of shares specified in paragraph 1
            ----------
above,  and the Option Price, are subject to appropriate adjustment in the event
of certain changes in the capital structure of the Company such as stock splits,
recapitalizations  and  other  events  which alter the per share value of Common
Stock  or  the  rights  of  holders thereof.  In connection with (i) any merger,
consolidation,  acquisition,  separation,  or  reorganization in which more than
fifty  percent (50%) of the shares of the Company outstanding immediately before


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such  event  are  converted  into  cash  or  into  another  security,  (ii)  any
dissolution  or  liquidation of the Company or any partial liquidation involving
fifty percent (50%) or more of the assets of the Company, (iii) any sale of more
than fifty percent (50%) of the Company's assets, or (iv) any like occurrence in
which  the  Company is involved, the Company may, in its absolute discretion, do
one  or  more  of  the  following  upon  ten  days'  prior written notice to the
Optionee:  (a)  accelerate any vesting schedule to which this option is subject;
(b)  cancel this option upon payment to the Optionee in cash, to the extent this
option  is  then exercisable, of any amount which, in the absolute discretion of
the  Company,  is  determined to be equivalent to any excess of the market value
(at  the  effective  time  of such event) of the consideration that the Optionee
would  have received if this option had been exercised before the effective time
over  the  Option  Price;  (c)  shorten  the  period during which this option is
exercisable  (provided  that this option shall remain exercisable, to the extent
otherwise  exercisable,  for  at  least  ten  days  after the date the notice is
given);  or  (d)  arrange  that  new option rights be substituted for the option
rights  granted  under this option, or that the Company's obligations under this
option  be  assumed,  by  an employer corporation other than the Company or by a
parent  or  subsidiary  of  such employer corporation.  The actions described in
this paragraph 3 may be taken without regard to any resulting tax consequence to
the  Optionee.

     4.     Option Exercise.  Commencing on the date of this Agreement the right
            ---------------
to  exercise  this  option  will  accrue  as to __________ (  ) of the number of
shares  subject to this option.  Thereafter, the right to exercise the remainder
of this  option will accrue in ______ (__) equal quarterly installments.  Shares
entitled to be, but not, purchased as of any accrual date may  be  purchased  at
any  subsequent time, subject to paragraphs 5 and 6 below.  The number of shares
which may be purchased as of any such anniversary date will be rounded up to the
nearest whole number.  No partial exercise of the option may be for an aggregate
exercise  price  of  less than One Hundred Dollars ($100).  In order to exercise
any  part  of  this  option,  Optionee  must agree to be bound by the  Company's
Shareholder  Buy-Sell Agreement, if any, existing at the time of the exercise of
this  Option.

     5.     Termination of Option.  The right to exercise this option will lapse
            ---------------------
in four (4) equal installments of the number of shares subject to this option on
each  of  the  sixth,  seventh, eighth, and ninth anniversaries of the effective
date  of this Agreement.  Notwithstanding any other provision of this Agreement,
this option may not be exercised after, and will completely expire on, the close
of  business  on  the  date  ten  (10)  years  after  the effective date of this
Agreement,  unless  terminated  sooner  pursuant  to  paragraph  6  below.


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     6.     Termination  of  Employment.  In  the  event  of  termination  of
            ---------------------------
Optionee's  employment  with  the  Company  for  any  reason,  this  option will
terminate  three  (3)  months  after  the  date of the termination of Optionee's
employment,  unless  terminated earlier pursuant to paragraph 5 above.  However,
(i)  if  termination is due to the death of Optionee, the Optionee's estate or a
legal  representative  thereof,  may  at  any  time within and including six (6)
months after the date of death of Optionee, exercise the option to the extent it
was  exercisable  at  the  date of termination; or (ii) if termination is due to
Optionee's  "disability"  (as  determined in accordance with Section 22(e)(3) of
the  Internal  Revenue  Code),  Optionee  may,  at any time, within one (1) year
following  the  date of this Agreement, exercise the option to the extent it was
exercisable  at  the  date  of termination.  If the Optionee or his or her legal
representative fails to exercise the option within the time periods specified in
this  paragraph  6,  the  option shall expire.  The Optionee or his or her legal
representative  may,  on  or  before the close of business on the earlier of the
date for exercise set forth in paragraph 5 or the dates specified in paragraph 4
above,  exercise the option only to the extent Optionee could have exercised the
option  on  the  date of such termination of employment pursuant to paragraphs 4
and  5  above.

     7.     Repurchase  Option  of  Company.  Pursuant  to  Section 6.1.8 of the
            -------------------------------
Plan,  in the event of termination of Optionee's employment with the Company for
any reason, the Company shall have an option to repurchase ("Repurchase Option")
any  Common  Stock  owned  by  the  Optionee  or  his  or  her  heirs,  legal
representatives,  successors  or assigns at the time of termination, or acquired
thereafter  by  any  of them at any time, by way of an option granted hereunder.
The Repurchase Option must be exercised, if at all, by the Company within ninety
(90) days after the date of termination upon notice ("Repurchase Notice") to the
Optionee  or  his or her heirs, legal representatives, successors or assigns, in
conformance  with  paragraph  13  below.  The  purchase price to be paid for the
shares  subject  to  the  Repurchase Option shall be One Hundred Fifteen Percent
(115%)  of  their book value.  For the purposes of this paragraph, the Company's
book  value shall be determined in accordance with generally accepted accounting
principles  applied  on  a basis consistent with those previously applied by the
Company.  The  book value shall be fixed under this paragraph by the accountants
of  the Company and shall be computed as of the last day of the Company's fiscal
quarter  most  recently  preceding  the  Repurchase  Notice.  Any  shares issued
pursuant  to  an  exercise  of  an  option hereunder shall contain the following
legend  condition  in  addition  to  any  other  applicable  legend  condition:

     THE SHARES  REPRESENTED BY THIS  CERTIFICATE ARE SUBJECT TO REPURCHASE
     PROVISIONS  IN ACCORDANCE  WITH THE TERMS OF AN AGREEMENT  BETWEEN THE
     COMPANY  AND  THE  SHAREHOLDER,  A COPY  OF  WHICH  IS ON  FILE AT THE
     PRINCIPAL OFFICE OF THE COMPANY.

     8.     Transferability.  This  option will be exercisable during Optionee's
            ---------------
lifetime  only  by  Optionee.  Except  as  otherwise set forth in the Plan, this
option  will  be  non-transferable.

     9.     Method  of Exercise.  Subject to paragraph 10 below, this option may
            -------------------
be  exercised  by  the  person then entitled to do so as to any shares which may
then  be  purchased  by delivering to the Company an exercise notice in the form
attached  hereto  as  Exhibit  A  and:
                      ----------


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          (a)     full  payment  of  the Option Price thereof (and the amount of
any  tax  the Company is required by law to withhold by reason of such exercise)
in  the  form  of:

               (i)     cash  or  readily  available  funds;  or

               (ii)     delivery  of  a  promissory  note  in  the amount of the
aggregate Option Price of the exercised shares (the "Note") in a form acceptable
to  the Company in its sole discretion together with delivery by the Optionee of
a Security Agreement in a form acceptable to the Company in its sole discretion;
or

               (iii)     a  written  request to Net Exercise, as defined in this
paragraph  9(a)(iii).  In  lieu  of  exercising  this Option via cash payment or
promissory note, Optionee may elect to receive shares equal to the value of this
Warrant  (or  portion thereof being canceled) by surrender of this Option at the
principal  office of the Company together with notice of election to exercise by
means  of  a  Net  Exercise in which event the Company shall issue to Optionee a
number  of  shares  of  the  Company  computed  using  the  following  formula:

                    X  =    Y (A-B)
                            -------
                               A
where  X  is  the  number  of shares of stock to be issued to Optionee; Y is the
number  of  shares  purchasable under this Option; A is the fair market value of
the  stock  determ8ined  in accordance with Section 6.1.12 of the Plan; and B is
the  Option  Price  as  adjusted  to  the  date  of  such  calculation.

          (b)     payment  of  any  withholding  or  employment  taxes,  if any;

          (c)     an  executed  Shareholders Buy-Sell Agreement, if any, binding
the  Company's  shareholders  and  restricting  the  transfer  of  their shares,
executed  appropriately  by  the  Optionee  and  his  or  her  spouse,  if  any.

The Company will issue a certificate representing the shares so purchased within
a  reasonable  time after its receipt of such notice of exercise, payment of the
Option  Price and withholding or employment taxes, and execution of any existing
Shareholders  Buy-Sell  Agreement,  with  appropriate  certificate  legends.

     10.     Securities  Laws.  The  issuance of shares of Common Stock upon the
             ----------------
exercise  of  the  option  will  be subject to compliance by the Company and the
person  exercising  the  option  with all applicable requirements of federal and
state  securities  and  other laws relating thereto.  No person may exercise the
option at any time when, in the opinion of counsel to the Company, such exercise
is  permitted under applicable federal or state securities laws.  Nothing herein
will  be  construed to require the Company to register or qualify any securities
under  applicable federal or state securities laws, or take any action to secure
an  exemption  from  such registration and qualification for the issuance of any
securities  upon  the  exercise  of  this  option.


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     11.     No Rights as Shareholder.  Neither Optionee nor any person claiming
             ------------------------
under or through Optionee will be, or have any of the rights or privileges of, a
shareholder  of  the  Company  in respect of any of the shares issuable upon the
exercise  of  the  option, unless and until this option is properly and lawfully
exercised.

     12.     No  Right  to Continued Employment.  Nothing in this Agreement will
             ----------------------------------
be  construed as granting Optionee any right to continued employment.  EXCEPT AS
THE  COMPANY  AND  OPTIONEE  WILL  HAVE  OTHERWISE AGREED IN WRITING, OPTIONEE'S
EMPLOYMENT WILL BE TERMINABLE BY THE COMPANY, AT WILL, WITH OR WITHOUT CAUSE FOR
ANY REASON OR NO REASON.  Except as otherwise provided in the Plan, the Board in
its  sole discretion will determine whether any leave of absence or interruption
in  service (including an interruption during military service) will be deemed a
termination  of  employment  for  the  purpose  of  this  Agreement.

     13.     Notices.  Any  notice to be given to the Company under the terms of
             -------
this  Agreement  will  be addressed to the Company, in care of its Secretary, at
its  executive  offices,  or  at such other address as the Company may hereafter
designate in writing.  Any notice to be given to Optionee will be in writing and
delivered  or  mailed by registered or certified mail, return receipt requested,
postage  prepaid,  addressed  to  Optionee  at  the  address  set  forth beneath
Optionee's  signature  in  writing.  Any such notice will be deemed to have been
duly given where deposited in a United States post office in compliance with the
foregoing.

     14.     Non-Transferrable.  Except  as otherwise provided in the Plan or in
             -----------------
this  Agreement,  the  option  herein  granted  and  the  rights  and privileges
conferred  hereby  will not be transferred, assigned, pledged or hypothecated in
any  way  (whether  by  operation  of  law  or  otherwise).  Upon any attempt to
transfer, assign, pledge, hypothecate or otherwise dispose of this option, or of
any  right or upon any attempted sale under any execution, attachment or similar
process  upon  the  rights  and  privileges  conferred  hereby, this option will
immediately  become  null  and  void.

     15.     Successor.  Subject to the limitation on the transferability of the
             ---------
option  contained  herein,  this Agreement will be binding upon and inure to the
benefit  of  the  heirs,  legal  representatives,  successors and assigns of the
parties  hereto.

     16.     California  Law.  This  Agreement will be governed by and construed
             ---------------
in  accordance  with  the  laws  of  the  State  of  California.

     17.     Type  of  Option.  The  option  granted  in  this  Agreement:
             ----------------

     [ ]     Is  intended  to  be  an Incentive Stock Option ("ISO") within the
             meaning  of  Section  422 of the Internal Revenue Code of 1986, as
             amended.

     [ ]     Is  a  non-qualified  Option  and  is  not  intended to be an ISO.

     18.     Plan  Provisions  Incorporated by Reference.  A copy of the Plan is
             -------------------------------------------
attached  hereto  as  Exhibit "A" and incorporated herein by this reference.  In
the  case  of conflict between any provision in this Agreement and any provision
in  the  Plan  or  a  Shareholder  Buy-Sell Agreement, if any, the terms of this
Agreement  shall  prevail.  In the case of conflict between any provision in the
Plan  and a provision in a Shareholders Buy-Sell Agreement, if any, the terms of
the  Plan  shall  prevail.


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     19.     Term.  Capitalized  terms  used  herein,  except  as  otherwise
             ----
indicated,  shall  have  the  same  meaning  as those terms have under the Plan.

     IN  WITNESS WHEREOF,     the parties have executed this Agreement as of the
day  and  year  written  below.

COMPANY:                         NETTAXI.COM

                              By:

                              Its:______________________________

OPTIONEE:
                              (print  name)


                              (signature)

                              Address:


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                                     ------
                                    EXHIBIT A
                                 EXERCISE NOTICE

NETTAXI.COM
1696  Dell  Avenue
Campbell,  California  95008
Attention:   Secretary

     1.     Exercise  of  Option.   Effective as of today, ____________________,
the  undersigned  ("Purchaser")  hereby  elects to purchase ____________________
shares  (the  "Shares") of the Common Stock of Nettaxi.com (the "Company") under
and  pursuant  to  the  Nettaxi.com  1999 Stock Option Plan (the "Plan") and the
Stock  Option  Agreement  dated  _______________  (the  "Option Agreement"). The
purchase  price  for  the  Shares  shall  be $_______, as required by the Option
Agreement.

     2.     Delivery  of Payment. Purchaser herewith delivers to the Company the
full  purchase  price  for  the  Shares  in  the  form  of:

     [ ]    Cash  or  readily  available  funds;
     [ ]    Promissory  Note  and  Security  Agreement;
     [ ]    Formal  Request  to  Net  Exercise;

     3.     Representations  of Purchaser. Purchaser acknowledges that Purchaser
has  received,  read and understood the Plan and the Option Agreement and agrees
to  abide  by  and  be  bound  by  their  terms and conditions. Additionally, in
connection  with the purchase of the Shares, Purchaser represents to the Company
the  following:

          (a)     Investment  Intent.  Purchaser is purchasing the Shares solely
                  ------------------
for his own account for investment. Purchaser has no present intention to resell
or distribute the Shares or any portion thereof. The entire legal and beneficial
interest  of  the  Shares  is being purchased, and will be held, for Purchaser's
account  only,  and  neither  in  whole  or  in  part  for  any  other  person.

     (b)     Information Concerning Company.     Purchaser has significant prior
             ------------------------------
experience  and  knowledge  of the affairs of the Company. Purchaser is aware of
the  Company's  business  and  financial  condition  and has acquired sufficient
information  about  the Company to make an informed and acknowledgeable decision
to  purchase  the  Shares.

     (c)     Economic  Risk.     Purchaser  realizes  that  the  purchase of the
             --------------
Shares  will  be  a  highly speculative investment and involves a high degree of
risk.  Purchaser is able, without impairing his financial condition, to hold the
Shares  for  an  indefinite  period  of  time  and  to suffer a complete loss of
Purchaser's  investment.

     (d)     Restriction  of Transfer.     Purchaser understands that the Shares
             ------------------------
must  be  held  indefinitely  unless  they are subsequently registered under the
Securities  Act  or  an exemption from such registration is available. Purchaser
understands  that the certificate evidencing the Shares will be imprinted with a
legend  that prohibits the transfer of the Securities unless they are registered
or  unless the Company receives an opinion of counsel reasonably satisfactory to
the  Company  that  such  registration  is  not  required.


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     (e)     Sales  Under  Rule  144.     Purchaser  is aware of the adoption of
             -----------------------
rule  144  by  the  Securities  and  Exchange  Commission  (the  "Commission")
promulgated  under  the  Securities  Act, which permits limited public resale of
securities  acquired  in  a  non-public  offering subject to the satisfaction of
certain  conditions,  including  among  other  things:  (i)  the availability of
certain  current public information about the Company, (ii) the resale occurring
not  less  than  one  (1)  year  after  the party has purchased and paid for the
securities  to  be  sold,  (iii)  the  sale  being  made  through a broker in an
unsolicited  "broker's  transaction"  or in transactions directly with a "market
maker," and (iv) the amount of securities sold during any three-month period not
exceeding  specified limitations (generally 1% of the total shares outstanding).

     (f)     Limitation  on  Rule  144 Sales.     Purchaser further acknowledges
             -------------------------------
and  understands  that  the Company is not now and at the time he wishes to sell
the  Shares  may not be satisfying the current public information requirement of
Rule  144,  and,  in  such  case,  Purchaser could be precluded from selling the
Shares  under  Rule  144  even  if  the one-year minimum holding period has been
satisfied.

     (g)     Sales  Not Under Rule 144.  Purchaser further acknowledges that, if
             -------------------------
all  or  the  requirements  of Rule 144 are not met, then registration under the
Securities  Act,  compliance  with  Regulation  A,  or  some  other registration
exemption  will  be  required; and that, although Rule 144 is not exclusive, the
staff  of the Commission has expressed its opinion (i) that persons proposing to
sell  private placement securities other than in a registered offering and other
than  pursuant  to  Rule  144  will  have  a  substantial  burden  of  proof  in
establishing that an exemption from registration is available for such offers or
sales,  and  (ii)  that  such  persons  and  the  brokers who participate in the
transactions  do  so  at  their  own  risk.

     4.     Rights  as  Stockholder.  Until  the  issuance  (as evidenced by the
appropriate  entry  on the books of the Company or of a duly authorized transfer
agent  of  the  Company) of the Shares, no right to vote or receive dividends or
any  other  rights  as  a  stockholder  shall  exist with respect to the Option,
notwithstanding  the  exercise  of  the  Option. The Shares so acquired shall be
issued  to the Optionee as soon as practicable after exercise of the Option.  No
adjustment  will be made for a dividend or other right for which the record date
is  prior  to  the  date  of  issuance,  except  as  provided  in  the  Plan.

     5.     Tax  Consultation.  Purchaser  understands that Purchaser may suffer
adverse  tax  consequences as a result of Purchaser's purchase or disposition of
the  Shares.  Purchaser  represents  that  Purchaser  has consulted with any tax
consultants  Purchaser  deems  advisable  in  connection  with  the  purchase or
disposition  of  the Shares and that Purchaser is not relying on the Company for
any  tax  advice.

     6.     Entire  Agreement;  Governing Law. The Plan and Option Agreement are
incorporated  herein  by  reference.  This  Agreement,  the  Plan and the Option
Agreement  constitute  the  entire  agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements  of  the  Company  and  Purchaser  with respect to the subject matter
hereof,  and may not be modified adversely to the Purchaser's interest except by
means  of  a  writing  signed  by  the  Company and Purchaser. This agreement is
governed  by  the  law  of  the  State  of  California.


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Submitted  by:                              Accepted  by:

PURCHASER:                                  NETTAXI.COM

________________________________            By  ______________________
Signature

________________________________            Its________________________
Print  Name
Address:  ______________________
Date
Received:_______________________

________________________________


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