Exhibit 4.05

STEPP  LAW  GROUP

A  PROFESSIONAL  CORPORATION
1301  DOVE  STREFT.  SUITE  460
NEWPORT  BEACH.  CALIFORNIA  9266O-2422
TELEPHONE:  949.660.9700
FACSIMILE:  949.660.9010


September  4,  2001

WTAA  International,  Inc.
1027 South Rainbow Boulevard
Suite  391
Las Vegas, Nevada  89145

Re:            Registration Statement on Form S-8

Attention:     Colin Vance Campbell

Dear  Mr.  Campbell-.

We  have  been  retained  by WTAA International, Inc, a Florida corporation (the
"Company'),  to  examine  a Registration Statement on Form S-8 which the Company
intends  to file with the Securities and Exchange Commission (the "Commission"),
in  connection  with the registration pursuant to the Securities Act of 1933, as
amended  (the  "Act"),  of  2,714,026 shares of common stock, no par value to be
issued by the Company (the "Shares") (the "Registration Statement").  The Shares
will  be  issued  pursuant  to  the terms and on the conditions of the Company's
2001-5  Stock  Option  Plan,  a  copy  of which is attached as an exhibit to the
Registration  Statement  (the  "Plan").

In  furnishing the opinion specified in this letter, we have examined and relied
upon  only  the  documents  specified  below. During and for the purposes of our
examination,  we  have  assumed  (i) the genuineness of all signatures; (ii) the
authenticity,  accuracy  and  completeness  of  the documents submitted to us as
originals;  and  (iii)  conformity  with the original documents of all documents
submitted  to  us  as  copies.  Our  examination  was  limited  to the following
documents  and  nothing  else

     1.   The  Articles  of  Incorporation  of  the  Company;
     2.   The  Bylaws  of  the  Company;
     3.   -Resolutions  adopted  by  the  Board  of  Directors  of  the  Company
          authorizing  the  issuance  of  the  Shares;
     4.   Tile  Registration  Statement;  and
     5.   The  Plan.


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We  have  not undertaken, and shall not undertake, any independent investigation
in  addition to the examination of these documents, or to verify the adequacy or
accuracy  of  those  documents.  Based  upon  the  foregoing, and relying solely
thereon, and assuring that the Shares will be issued on the terms and subject to
the  conditions  of  the  Registration Statement and the Plan, it is our opinion
that  the Shares, when issued., subject to the effectiveness of the Registration
Statement  and compliance with applicable securities and other laws of any state
or other jurisdiction in which the Shares will be offered and sold, will be duly
authorized,  validly  issued  and  non-assessable.  We  express no opinion as to
compliance with the securities laws or other laws in any particular jurisdiction
in  which the Shares are proposed to be sold and as to the effect, if any, which
noncompliance  with  such  laws  might  have  on the validity of issuance of the
Shares.

We  consent  to  the  use  of  this  opinion  as  an exhibit to the Registration
Statement.  In  giving  this  consent,  we do not hereby admit, and, in fact, we
hereby  deny,  that  we are in the category of persons whose consent is required
pursuant  to Section 7 of the Act or the rules and regulations of the Commission
pursuant  thereto.

This  opinion (i) is addressed solely to you, (ii) may not be relied upon by any
other  party,  (iii) relates only to matters of United States federal securities
law  and nothing in this opinion shall be deemed to imply any opinion related to
the  laws  of  any  other  jurisdiction, and (iv) may not be relied upon for any
other  purpose  whatsoever.  Nothing in this letter shall be deemed to relate to
or  constitute  an  opinion concerning any matters not specifically set forth in
this  letter.

The  Company  is  hereby  advised,  urged and encouraged to retain qualified and
competent securities counsel in each particular jurisdiction in which the Shares
may  be  offered  and sold regarding compliance with the securities laws of such
jurisdiction.

This opinion is as of the date of this letter-
Sincerely
STEPP  LAW  GROUP
/s/  Thomas E. Stepp, Jr.
By:  Thomas E. Stepp, Jr


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