EXHIBIT  10.57

                              CONSULTING AGREEMENT

         This  Consulting  Agreement  ("Agreement")  is entered into on the date
written  below by and between Nettaxi.com, a Nevada corporation (the "Company"),
with offices located at 1696 Dell Avenue, Campbell, CA 95008 and Michael Gardner
("Consultant")  having  a  place  of  business at 40 Wall Street 58th Floor, New
York,  New  York  10005.

                                    RECITALS

A. The Company is a leading provider of online community and e-commerce services
for  consumers  and  businesses.

B.  Consultant  has certain skills, experience and abilities with respect to the
Company's  business  and  planned  operations  and  strategic  focus.

C.  The  Company  desires  to  retain Consultant as an independent contractor to
perform  consulting  services (the "Services") for the Company from time to time
and  Consultant is willing to perform such services, on the basis set forth more
fully  below.

                                    AGREEMENT

         NOW  THEREFORE,  in  consideration  of  the  mutual  promises contained
herein,  the  Company  and  Consultant  agree  as  follows:

         1.  Services.  Consultant  agrees  to perform the Services described in
Exhibit A hereto according to the schedule of work set forth therein. Consultant
agrees  that the terms of this Agreement will apply to all Services performed by
Consultant  for  the  Company  even if Exhibit A has not been amended to include
same.

         2. Payment for Services. The Company shall issue to Consultant warrants
to  purchase an aggregate of 350,000 shares of the Company's Common Stock, at an
exercise  price  of  $0.35 per share (the "Warrants"), pursuant to the terms and
conditions  of  the  Warrant  Agreement  attached  hereto  as  Exhibit  B.

         3. Relationship of Parties. Consultant shall perform the Services under
the  general  direction  of the Company and agrees to devote his best efforts to
the Services and to the reasonable satisfaction of the Company. Notwithstanding,
Consultant  shall  determine,  in  Consultant's  sole discretion, the manner and
means  by  which the Services are accomplished, subject to the express condition
that  Consultant shall at all times comply with applicable law. Consultant is an
independent  contractor  and  Consultant  is  not  an  agent  or employee of the
Company,  and  has  no  authority  whatsoever to bind the Company by contract or
otherwise.

         4. Taxes and Benefits. Consultant acknowledges and agrees that it shall
be the obligation of Consultant to report as income all compensation received by
Consultant  pursuant  to  this  Agreement and Consultant agrees to indemnify the
Company  and  hold  it  harmless  to the extent of any obligation imposed on the
Company to pay any taxes or insurance, including without limitation, withholding
taxes,  social  security,  unemployment,  or  disability  insurance,  including
interest  and  penalties  thereon,  in  connection  with  any  payments  made to
Consultant  by  the  Company  pursuant  to  this  Agreement.

         5.  Inventions. All inventions, discoveries, concepts and ideas whether
patent  able or not, including but not limited to hardware, software, processes,
methods,  techniques  as  well  as  improvements thereto conceived (collectively
referred  to  as "Developments"), made, conceived or developed by Consultant and
his  agents,  alone  or  with  others,  which  (i)  result from or relate to the
Services; (ii) which Consultant or his agents may receive from the Company while
performing  the  Services;  or (iii) result from use of the Company's equipment,
facilities  or  materials  shall  be  property of the Company. Consultant hereby
assigns his entire right, title and interest in and to all such Developments and
any  intellectual  property  rights  arising therefrom. Consultant shall further
cooperate  with  the  Company  in  connection  with any applications, filings or
documents  prepared  and  or  filed  related  to  the Developments. However, the
Company  shall  have no rights to any products or information owned or developed
by  Consultant  or  his  suppliers  prior  to the execution of this Agreement or
modifications  to  such products or information in connection with the Services.


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         6.  Confidentiality.  Consultant  and  his  agents  agree  to  hold the
Company's Confidential Information in strict confidence and not to disclose such
Confidential Information to any third parties. Consultant and his agents further
agree  to  deliver  promptly all Confidential Information in Consultant's or its
agents  possession  to  the  Company at any time upon the Company's request. For
purposes  hereof,  "Confidential Information" shall include all confidential and
proprietary  information  disclosed  by the Company including but not limited to
software  source  code,  technical  and  business  information  relating  to the
Company's  current  and proposed products, research and development, production,
manufacturing  and  engineering processes, costs, profits or margin information,
finances,  customers,  suppliers, marketing and production, personnel and future
business  plans.  "Confidential  Information"  also  includes  proprietary  or
confidential information of any third party who may disclose such information to
the  Company  or  Consultant  and  his  agents  in  the  course of the Company's
business.  The  above  obligations  shall  not apply no Confidential Information
which  is  already  know  to  the  Consultant  or  his  agents at the time it is
disclosed,  or  which before being divulged either (a) has become publicly known
through no wrongful act of the Consultant or his agents; (b) has been rightfully
received from a third party without restriction on disclosure and without breach
of  this Agreement or other agreements entered into by the Company; (c) has been
independently  developed  by the Consultant or his agents; (d) has been approved
for  release  by written authorization of the Company; or (e) has been disclosed
pursuant  to  a  requirement  of  a  governmental  agency  or  of  law.

         7. Termination. This Agreement shall commence on the date first written
below  and  shall  continue  until  terminated  as  follows:

                 (a)  Either party may terminate the Agreement in the event of a
breach  by  the  other  party of any of its obligations contained herein if such
breach  continues incurred for a period of ten (10) days after written notice of
such  breach  to  the  other  party;

                  (b)  Either  party  may  terminate this Agreement upon written
notice  to  the  other  party  if  either party is adjudicated bankrupt, files a
voluntary  petition of bankruptcy, makes a general assignment for the benefit of
creditors, is unable to meet its obligations in the normal course of business as
they  fall  due  or  if  a  receiver  is  appointed  on  account  of insolvency;

                  (c)  Either  party  may  terminate  this  Agreement  for  its
convenience  upon  ten  (10)  days  written  notice to the other if there are no
outstanding  Services  to  be  performed.

        Upon  the  termination  of  this  Agreement  for  any  reason,  each
party  shall  be  released  from  all  obligations  and liabilities to the other
occurring  or  arising  after  the  date  of  such  termination, except that any
termination  shall  not  relieve  Consultant or the Company of their obligations
under  Section  4  ("Taxes  and  Benefits"), Section 5 ("Inventions"), Section 6
("Confidentiality")  and  Section  8 ("General"), nor shall any such termination
relieve  Consultant or the Company from any liability arising from any breach of
this  Agreement.

         8.  General.

                  (a)  Pre-Existing  Obligations.  Consultant  represents  and
warrants that Consultant is not under any pre-existing obligation or obligations
inconsistent  with  the  provisions  of  this  Agreement.

                  (b)  Assignment.  The  rights  and  liabilities of the parties
hereto  shall  bind  and  inure  to  the benefit of their respective successors,
executors  and administrators, as the case may be, provided that, as the Company
has  contracted for Consultant's services, Consultant may not assign or delegate
its  obligations  under  this  Agreement  either in whole or in part without the
prior  written  consent  of  the  Company.


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                  (c)  Equitable  Relief.  Because the Services are personal and
unique  and  because  Consultant shall have access to and become acquainted with
the  Confidential Information of the Company, Consultant agrees that the Company
shall  have  the  right  to  enforce this Agreement and any of its provisions by
injunction, specific performance or any other equitable relief without prejudice
to  any  other  rights  and remedies that the Company may have for the breach of
this  Agreement.

                  (d)  Attorney's  Fees.  If  any  action at law or in equity is
necessary  to enforce the terms of this Agreement, the prevailing party shall be
entitled  to  reasonable  attorney's fees, costs and expenses in addition to any
other  relief  to  which  such  prevailing  party  may  be  entitled.

                  (e)  Governing  Law  Severability.  This  Agreement  shall  be
governed by and construed in accordance with the laws of the State of California
as  such  laws  are applied to Agreements to be entered into and to be performed
entirely  within  California  between  California

                  (f)  Counterpart.  This  Agreement  may  be  executed  in
counterparts,  each of which shall constitute an original and all of which shall
be  one  and  the  same  instrument.

                  (g)  Complete  Understanding  Modification.  This  Agreement
constitutes  the  full  and  complete understanding and Agreement of the parties
hereto  and  supersedes  all  prior  understandings  and agreements. Any waiver,
modification  or amendment of any provision of this Agreement shall be effective
only  in  writing  and  signed  by  the  parties  thereto.

                  (h)  Waiver. The failure of either party to insist upon strict
compliance  with  any of the terms, covenants or conditions of this Agreement by
the  other  party  shall  not  be  deemed  a  waiver  of  that term, covenant or
condition,  nor  shall any waiver or relinquishment of any right or power at any
one  time be deemed a waiver or relinquishment of that right or power for all of
any  other  time.

                  (i)  Incorporation  by  Reference.  Any  exhibits  referred to
within  this  Agreement  shall  be considered as incorporated into, and part of,
this  Agreement.

                  (j) Notices. Any notices required or permitted hereunder shall
be  given  to  the  appropriate  party at the address specified below or at such
other  address  as  the  party shall specify in writing and shall be by personal
delivery,  facsimile  transmission  or certified or registered mail. Such notice
shall  be deemed given upon personal delivery to the appropriate address or upon
receipt  of electronic transmission or, if sent by certified or registered mail,
three  days  after  the  date  of  the  mailing.


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       IN  WITNESS  WHEREOF,  the parties hereto have signed the Agreement as of
the  date  written  below.

COMPANY:                                                  CONSULTANT:

NETTAXI.COM                                               Michael  Gardner
                                                          ----------------
                                                          Print  Name

By:  /s/  Robert  Rositano,  Jr.
    ------------------------
                                                     /s/  Michael  Gardner
                                                     -------------------
                                                          Signature
Date:  October  30,  2000                             Date:  October  30,  2000
      ----------------                               --------------------------


                                    EXHIBIT A

                             Services  to  be  Provided

Consultant  shall  render  such  services  as  the Company may from time to time
request  in  connection  with the evaluation of specific strategic partnerships,
investments  or  acquisitions  for  the Company, including, without limiting the
generality  of  the  foregoing:

         (1)  Activeworlds.
         (2)  Nettoaster
         (3)  Crystal  Technologies


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