EXHIBIT  10.66
                          SINCLAIR DAVIS TRADING GROUP
                                    AGREEMENT

     This  Agreement  (the  "Agreement")  is  entered  into  on  this 8th day of
December 1999, between Sinclair Davis Trading Corp., a New York Corporation, and
Nettaxi.com,  a  Nevada  Corporation  ("Client"  or  "Nettaxi").

     WHEREAS,  Sinclair  Davis  Trading  Corp.  is  in the business of planning,
developing and implementing marketing and public relation services campaigns for
corporations  and  other  business  entities  ("Public  Relation  Services");

     WHEREAS,  the  Client  desires  to  retain  Sinclair Davis Trading Corp. to
provide  the  Public Relation Services, and Sinclair Davis Trading Corp. desires
to  provide  such  Public  Relation  Services  to Client, pursuant to the terms,
conditions and provisions contained in this Agreement for a period of two years.

     NOW,  THEREFORE,  in  consideration of the mutual promises contained herein
and  other  good and valuable consideration the receipt and sufficiency of which
are  hereby  acknowledged,  the  parties  hereto, intending to be legally bound,
hereby  agree  as  follows:

     1.     Public  Relation  Services.

(a)     Subject to Client's compliance with each of the covenants and agreements
made by Client in this Agreement, Sinclair Davis Trading Corp. agrees to provide
to  Client with Public Relation Services for the period commencing on the latter
of  the date that this Agreement is executed and delivered by Client or the date
that  Sinclair  Davis  Trading  Corp.  receives  payment  of  its fees as herein
provided  (the  "Effective  Date")  and  expiring  two  (2)  years following the
effective  date  of  this  Agreement  (the  "Term").


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(b)     Sinclair  Davis  Trading  Corp.  agrees  to send information packages to
various  brokerage  firms  and  brokers;  develop  and  coordinate  a  net media
strategy; and be available for consultations regarding mergers, acquisitions and
business  development.  On a quarterly basis, Sinclair Davis Trading Corp. shall
provide  the  client  with  a  summary  of  its  activities  rendered hereunder.

2.     Representations  and  Warranties  of  Client.  As  of the date hereof and
during  the  Term  of this Agreement, Client represents and warrants to Sinclair
Davis  Trading  Corp.  that:

(a)     Organization.  Client  is a corporation duly organized, validly existing
and  in good standing under the laws of the State of its Incorporation and it is
duly  qualified  to do business as a foreign corporation in each jurisdiction in
which  it  owns  or  leases  property  or  engages  in  business.

(b)     Formal  Action.  Client has the corporate power and authority to execute
and  deliver this Agreement and to perform each of its obligations hereunder and
Client's  Board  of  Directors  has  duly  approved  this  Agreement.

(c)     Valid  and Binding Agreement.  This Agreement has been duly executed and
delivered  by  Client  and  is  the  valid  and  binding  obligation  of  client
enforceable  against  it  in  accordance  with  its  terms.

(d)     No Violation.  The execution, delivery and performance of this Agreement
does  not and will not violate any provisions of the charter of bylaws of Client
or  any agreement to which Client is a party or any applicable law or regulation
or  order  or  decree  of  any  court, arbitrator or agency of government and no
action  of,  or  filing  with,  any  governmental or public body or authority is
required  in  connection  with  the  execution,  delivery or performance of this
Agreement.

(e)     Litigation.  Except  as  the  Company has disclosed in its public filing
with  the  Securities  and  Exchange  Commission,  there  is  no action, suit or
proceeding  which could reasonably be expected to have a material adverse effect
on  Client,  is  pending  or  threatened  against  the  client.

(f)     Accuracy  of  Information.  The  information  furnished  by  Client  to
Sinclair  Davis  Trading  Corp.  regarding  the  business, operations, financial
condition,  including  financial  statements,  business  plans  and biographical
information regarding the Client's directors and officers (collectively referred
to  as  the  "Information  Package")  is  complete  and accurate in all material
respects  and  does not contain any untrue statement of a material fact or admit
to  state any materials fact required to be stated therein or necessary in order
to  make  the  statement therein, in light of the circumstances under which they
were  not  misleading.

3.     Covenants  and  Agreements  of  Client.  Client  covenants  and agrees to
comply  with  the  following  covenants:

(a)     Client  Certification.  Client  acknowledges  that it is responsible for
the  accuracy  and  completeness  of  the  Information Package and for all other
information  furnished  to  Sinclair  Davis  Trading Corp.  The Client agrees to
promptly advise Sinclair Davis Trading Corp. in writing of any condition, event,
circumstance  or  act  that  would  constitute  a material adverse change in the
business, properties, financial condition or business prospects of the Client or
which  would make any of the information contained in the Information Package or


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in any report or other document prepared by the Sinclair Davis Trading Corp. for
and  on  behalf  of  Client  misleading  in any material respect.  Client hereby
agrees that Sinclair Davis Trading Corp. and its directors, officers, agents and
employees  may  rely  on  the  Information  Package and on all other information
furnished  by  representative  of  Client, until Sinclair Davis Trading Corp. is
advised  in  writing  by  an  authorized  representative  of  Client  that  the
information  previously  furnished to Sinclair Davis Trading Corp. in inaccurate
or  incomplete  in  any  material  respect.

(b)     Books  and  Records.  Client  shall  maintain  true  and complete books,
records  and  accounts  in  which  true and correct entries shall be made of its
transactions  in  accordance  with  generally  accepted  accounting  principles
consistently  applied  ("GAAP").

(c)     Financial  and  Other Information.  Client agrees to furnish to Sinclair
Davis  Corp.  the  following  information:

(1)     Annual  Financial  Statements.  As soon as practicable, and in any event
within  90  days  after  the close of the Client's fiscal year, annual financial
statements,  including a balance sheet, an income statement, a statement of cash
flows,  and  a statement of stockholder's equity, and all notes thereto prepared
in  accordance  with  GAAP  and  audited  by  an  independent  certified  public
accountant.

(2)     Quarterly  Financial  Statements.  As  soon  as  practicable, and in any
event  within  45 days after the end of each fiscal quarter, quarterly financial
statements,  including  a  balance  sheet,  a  quarterly and year-to-date income
statement,  a  statement of cash flows, and a statement of stockholder's equity,
prepared  by Client in accordance with GAAP and certified by the Chief Financial
Officer  and  Chief Executive Officer of Client as fairly presenting, subject to
normal year-end audit adjustments, the Client's financial position as of and for
the  periods  indicated.

(d)     Sinclair  Davis  Trading  Corp.  Stock's  Reliance  on  client's  Full
Disclosure.  Client  will  provide,  or  cause to be provided, to Sinclair Davis
Trading  Corp.,  all financial and other information requested by Sinclair Davis
Trading  Corp.  for  the  purpose  of  rendering  its  services pursuant to this
Agreement.  Client  recognizes  and  confirms  that Sinclair Davis Trading Corp.
will  use  such  information  in  performing  the  services contemplated by this
Agreement  without  independently  verifying such information, and that Sinclair
Davis  Trading  Corp.  does  not  assume  any responsibility for the accuracy or
completeness  of  such  information.  The  persons  executing  this Agreement on
behalf  of  Client  certify that there is no fact known to them which materially
adversely  affects  or  may  (so  far  as the Client's senior management can now
reasonably  foresee)  materially  adversely  affect  the  business,  properties,
condition  (financial  or  other)  or operations (present or prospective) of the
Client  which  has  not  been  set  forth in written form delivered by Client to
Sinclair  Davis Trading Corp.  The persons executing this Agreement on behalf of
Client agree to keep Sinclair Davis Trading Corp. promptly informed of any facts
hereafter  known  to Client which materially adversely affects or may (so far as
Client's  senior  management  can  now reasonably foresees) materially adversely
affect  the  business,  properties, condition (financial or other) or operations
(present  or  prospective)  of  Client.

(e)     Indemnity.  Client  acknowledges that it is responsible for the accuracy
of  the Information Package and all other information provided to Sinclair Davis
Trading  Corp.  and  for  the  contents  of  all materials and other information
prepared  by  Sinclair Davis Trading Corp. and for the contents of all materials
and other information prepared by Sinclair Davis Trading Corp. for and on behalf
of  Client.  Client agrees to indemnify Sinclair Davis Trading Corp. and hold it
harmless from all claims, actions, suits of any kind alleging the subject matter
of  this  Agreement,  including  attorneys  fees.

(f)     Relationship  of the Parties.  This Agreement provides for the providing
of  marketing  and  public  relation services by Sinclair Davis Trading Corp. to
Client  and  the  provisions  herein  for  compliance  with financial covenants,
delivery of financial statements, and similar provisions are intended solely for
the  benefit  of  Sinclair Davis Trading Corp. to provide it with information on
which  it may rely in providing services hereunder and nothing contained in this
Agreement  shall be construed as permitting or obligating Sinclair Davis Trading
Corp.  to act as financial or business or consultant to Client, as permitting or
obligating  Sinclair  Davis  Trading  Corp.  to participate in the management of
Client's business, as creating or imposing any fiduciary obligations on the part
of  Sinclair  Davis  Trading  Corp.  with  respect to the provisions of services
hereunder and Sinclair Davis Trading Corp. shall have no such duty or obligation
to Client, as providing or counseling Client as to the compliance by Client with


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any  federal  or  state  securities  or  other laws affecting the services to be
provided  hereunder,  or  as  creating  any  joint  venture,  agency,  or  other
relationship  between  the  parties  other  than  as explicitly and specifically
stated  in  this  Agreement.  The  Client  acknowledges  that  is  has  had  the
opportunity  to  obtain the advice of experienced counsel of its own choosing in
connection  with  the negotiation and execution of this Agreement, the provision
of  services  hereunder  and  with  respect  to  all  matters  contained herein.

4.     Compensation.  The  Client agrees to pay Sinclair Davis Trading Corp. the
following  fees  for  its  services  rendered  hereunder:

(a)     350,000  shares  of Common Stock 30 days following the date of execution
of  this Agreement with a registration rights agreement providing Sinclair Davis
Trading Corp. one demand registration which may be used by Sinclair Davis at any
time  during the next five years or registration rights on the next registration
statement  filed  by  the  Company.

5.     All  amounts  paid  or  required to be paid under this Agreement shall be
fully  earned on the Effective Date of this Agreement notwithstanding subsequent
delivery  of  the  share  certificates.

6.     Two  Way Termination.  Sinclair Davis Trading Corp. and Nettaxi.com shall
have  the  right in its sole and absolute discretion to terminate its obligation
hereunder  and to immediately cease providing Public Relations Services pursuant
to  this  Agreement  if  Sinclair  Davis  Trading  Corp.  in the exercise of its
reasonable  judgement,  believes that the representations and warranties made by
Client  hereunder  are  inaccurate in any material respect or if Client breaches
any  of its covenants and agreements contained herein or if any federal or state
governmental  agency  or  instrumentally  instituted  an  investigation  of suit
against  Client  or  pertaining  to  the  services  under.

7.     Miscellaneous.

(a)     Governing  Law.  This  Agreement  shall  be  governed by the laws of the
State  of  New  York.

(b)     Entire  Agreement.  This  Agreement embodies the entire agreement of the
parties  with  respect  to  its  subject  matter.  There  are  no  restrictions,
promises,  representations,  warranties,  covenants,  or undertakings other than
those  expressly  set  forth  or  referred  to  herein.


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(c)     Amendments  to  be  in  Writing.  This  Agreement may be amended only in
writing  signed  by  all  of  the  parties.

(d)     No  Waivers  by Course of Dealing; Limited Effect of Waivers.  No waiver
shall  be  effective  against  any  party unless it is in writing signed by that
party.  No course of dealing and not delay on the part of Sinclair Davis Trading
Corp.  in  exercising  its  rights  shall  operate  as a waiver of that right or
otherwise prejudice Sinclair Davis Trading Corp.  Sinclair Davis Trading Corp.'s
failure  to  insist  upon  the  strict  performance  of  any  provision  of this
Agreement,  or  to  exercise  nay  right  or  remedy available to Sinclair Davis
Trading  Corp.  Sinclair  Davis  Trading  Corp. shall not constitute a waiver by
Sinclair  Davis Trading Corp. of such provision.  No specific waiver by Sinclair
Davis  Trading  Corp.  or any specific breach of any provision of this Agreement
shall operate as a general waiver of the provision or of any other breach of the
provision.

(e)     Counterparts.  This  Agreement may be executed in multiple counterparts,
each  of  which  shall  be  deemed  an  original, but al of which together shall
constitute  one  and  the  same  instrument.

(f)     Circulation  of  Rights  and  Remedies.  No  right or remedy of Sinclair
Davis Trading Corp. under this Agreement is intended to preclude any other right
or  remedy  and  every right and remedy shall coexist with every other right and
remedy  now  or  hereafter  existing  whether by contract, at law, or in equity.

(g)     Successors  and  Assigns.  This  Agreement shall inure to the benefit of
and  be binding upon the parties and their successors and assigns.  Client shall
not  have  any  right  to  assign  any  of  its  rights  or  delegate any of its
obligations  or responsibilities under this Agreement except as expressly stated
herein.

(h)     Payment  of  Fees  and Expenses on Enforcing Agreement.  In the event of
any  dispute  between the parties arising out of or related to this Agreement or
the  interpretation  thereof,  at  the  trial  level  or  appellate  level,  the
prevailing  party  shall be entitled to recover from the non-prevailing party of
all  costs  and expenses, including reasonable fees and disbursements of counsel
which  may  be incurred in connection with such proceeding, without limitations,
including  any  costs  and expenses of experts, witnesses, depositions and other
costs.


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(i)     Notices.  Any  notice or other communication required or permitted to be
given  hereunder  shall  be in writing, and shall be delivered to the parties at
the  addresses  set  forth  below (or to such other addresses as the parties may
specify  by due notice to the others).  Notices or other communications shall be
effective  when  received at the recipient's location (or when delivered to that
location  if  receipt  is  refused).  Notices  or  other communications given by
facsimile transmission shall be presumed received on the following business day.
Notices  or  other  communications  given  by  certified  mail,  return  receipt
requested, postage prepaid, shall be presumed received 3 business days after the
date  of  Mail.

(j)     Headings.  The  headings  in  this Agreement are intended solely for the
conveniences of reference.  They shall be given no effect in the construction or
interpretation  of  this  Agreement.

(k)     Severability.  The  invalidity  or  unenforceability of any provision of
this  Agreement  shall  not  impair  the validity or enforceability of any other
provision.

     In Witness Whereof, the parties have executed this Agreement as of the date
first  above  written.


                              NETTAXI.COM


                              By: /s/ Robert A. Rositano, Jr.
                                 -----------------------------
                                   Chief  Executive  Officer




                              SINCLAIR  DAVIS  TRADING  CORP.


                              By: /s/ Robert Shatles
                                 -----------------------------
                                   President


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                           SINCLAIR-DAVIS TRADING CORP.



February, 27, 2000



Mr. Robert Rositano
Nettaxi.com, Inc.
1696 Dell Avenue
Campbell, Ca 95008

Dear Rob,

     This letter  is  to  confirm  that Sinclair-Davis Trading  Corp.  has  been
retained for an additional six(6) months of the original agreement dated the 8th
of December 1999.  The compensation agreed for the additional six (6) months is
an additional 175,000 shares of Nettaxi.com, Inc. common stock.  This stock will
have one demand registration which may be used by Sinclair-Davis at any time
during the next five years or registration rights on the next registration
statement filed by the Company.

                                        NETTAXI.COM

                                        By: /s/ Robert A. Rositano
                                           -----------------------
                                           Chief Executive Officer

                                           Sinclair-Davis Trading Corp.

                                        By: /s/ Robert Shatles
                                           -----------------------
                                           President