EXHIBIT  10.67

                             SUBSCRIPTION AGREEMENT
                                     [FORM]


1.     SUBSCRIPTION.  The  undersigned,  ________________  (the  "Subscriber")
hereby  irrevocably  subscribes  for  _________  (____)  unit(s)  ("Unit(s)") of
NETTAXI.COM, a Nevada corporation (the "Com-pany"), as described in that certain
Private  Placement  Memorandum  dated  February 27, 2000 (the "Private Placement
Memorandum").  Each  Unit  consists  of  100,000  shares of the Company's Common
Stock,  $0.001  par value, valued at $1.50 per share, and 100,000 warrants, each
entitling  the  Holder  the  right  to  purchase one share of Common Stock at an
exercise price of $4.00 per share ("Warrants").  The price per Unit is $150,000.
This  subscription  may  be  rejected  in  whole  or  in  part  by  the Company.

2.     REPRESENTATIONS,  WARRANTIES  AND  AGREEMENTS  BY  THE  SUBSCRIBER.  The
Subscriber  represents,  warrants  and  agrees  that:

     (a)     The Subscriber has received and carefully reviewed from the Company
all  material  documents  necessary  to  make  an  informed  investment decision
including  but  not  limited  to the Private Placement Memorandum, the Company's
Form  S-1  and Form 10Q for the period ended September 30, 1999, and understands
the  risks  associated  with  this  investment;

     (b)     All  of the information provided by the Sub-scriber in the Investor
                                                                        --------
Questionnaire  for  Individual Investors, attached hereto as Exhibit A, given to
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the  Company  or  its agents prior to the date hereof regarding the Subscriber's
ability to bear the risks of this investment and the Subscriber's sophistication
and experience as an investor, is true and correct as of the date this Agreement
is tendered to the Company.  The Subscriber shall promptly notify the Company in
writing  if any change in such information occurs after such tender and prior to
acceptance  hereof  by  the  Company;

     (c)     Subscriber  is advised that no federal or state agency has made any
recommendation  or  endorsement  of  the Unit(s), the Warrants or the underlying
shares;

     (d)     The  Subscriber has a preexisting personal or business relationship
with  the  Company  or  with  any  of  its  offi-cers, directors, or controlling
persons,  or  by reason of the Subscriber's business or financial experience (or
the business or financial experience of his authorized investment representative
who  is  unaffiliated  with  and  who  is not compensated by the Com-pany or any
affiliate  or  selling  agent  of  the  Company, directly or indirectly) has the
capacity  to  protect  his  own  interests  in  connection with this investment;

     (e)     The  Subscriber  has  not  seen  or  received  any advertisement or
general solicitation with respect to the Unit(s), the Warrants or the underlying
shares;

     (f)     The  Subscriber  recognizes that the Company has limited net assets
and a limited operating history, and that any investment in the Unit(s) involves
a  high  degree  of  risk;

     (g)     The  Subscriber understands that there are substantial restrictions
on  sale,  assignment,  transfer  or  any  other disposition of the Unit(s), the
Warrants  and  the underlying shares, and that the Subscriber may not be able to
liquidate  the  Subscriber's  investment;

     (h)     The  Subscriber is a resident of the state of _____________ and, if
an  individual,  is  twenty-one (21) years of age or over.  For purposes of this
section,  the  Subscrib-er  is deemed to reside in the state where he or she has
his  or  her  principal resi-dence at the time of both the offer and the sale of
the  Unit(s);

     (i)     Either  the  Subscriber,  or the Subscriber's authorized investment
representative,  if  any,  has had the oppor-tunity for direct negotiations with
the  Company  with  regard  to  this  sub-scription and to ask questions of, and
receive answers from the representatives of the Company concerning the terms and
conditions  of  the  offering  and the Company, and has received all information
requested  by  the  Sub-scriber  regarding  the  offering,  the  Company and its
existing  and  planned  opera-tions  and  manage-ment;

     (j)     The  Unit(s)  are being purchased by the Sub-scriber and not by any
other  person,  with  the  Subscriber's  own funds and not with the funds of any
other  person  and for the Subscriber's own account, and not as a nominee, agent
or other-wise for the account of any other person (except for its princi-pal, in
the  case  of  an au-thorized investment representative).  On acceptance of this
Agre-ement,  no other person will have any interest, beneficial or otherwise, in
the  Unit(s),  the  Warrants  or  the  underlying shares.  The Subscriber is not
obligated  to  transfer  all  or any portion of the Unit(s), the Warrants or the
underlying shares to any other person nor does the Subscriber have any agreement
or  understanding  to  do  so.  The  Subscriber  is purchas-ing the Unit(s), the
Warrants  and  the underlying shares for investment for an indefinite period and
not  with  a  view  to  the  sale or distribution of any part or all there-of by
public  or private sale or other disposition.  The Subscrib-er has no inten-tion
of  selling,  grant-ing  any  participa-tion  in,  or  otherwise distributing or
disposing of the Unit(s), the Warrants or the underlying shares.  The Subscriber
does  not intend to subdi-vide the Subscriber's purchase of the Unit(s) with any
person;

     (k)     The  Subscriber has been advised that the Unit(s), the Warrants and
the  underlying  shares  issued  in connec-tion with this offering have not been
regis-tered with the Securities and Exchange Commission under the Securities Act
of  1933,  as  amended  (the  "Act");

     (l)     Subscriber  acknowledges  that,  either  directly  or  with  the
assistance  of  his/her  Purchaser  Representative,  if any, Subscriber has such
knowledge  and  experience in financial and business matters to make an informed
investment  decision based upon the information furnished to Subscriber and such
addi-tional  information  as Subscriber may have requested and received from the
Company  and  the  independent  inquiries  and  investigations  undertaken  by
Subscriber;

     (m)     The  Subscriber and his/her representative, if any, understand that
no  person  has  been  authorized  to  give  any  information  or  to  make  any
representation  which  were  not  con-tained herein, or in the Private Placement
Memorandum,  the  Form  S-1 or Form 10Q and the Subscriber has not relied on any
other  representations  or  information;

     (n)     The Company reserves the right to reject this subscription in whole
or  in  part.

3.     REGISTRATION  RIGHTS.  The  Company shall prepare and file, within thirty
(30)  days  of  the  date of Company's acceptance of this subscription, with the
Securities and Exchange Commission a registration statement on form S-1 covering
the  shares underlying the Unit(s) and the Warrants. The registration rights set
forth  herein  shall  not  extend  to  shares of common stock not underlying the
Unit(s)  or  the  Warrants.

4.     REPRESENTATIONS  AND  WARRANTIES  BY THE COMPANY.  The Company represents
and  warrants that it has full legal and equitable title to the Unit(s), and has
not  in  whole  or  in  part  assigned,  pledged,  sold,  conveyed or other-wise
transferred  to  any  third  party  any  rights  in  such  Unit(s).

5.     PAYMENT OF SUBSCRIPTION.  The amount of the Sub-scriber's subscription is
set  forth above and the undersigned encloses payment of such amount herewith in
United  States  dollars  by wire transfer, cash, check or money order payable to
the  Company.  The Sub-scriber recognizes that if the Subscriber's sub-scription
is  re-jected  in  whole or in part, the funds delivered to the Com-pany for the
rejected  portion  of the subscription will be returned to the Subscriber by the
Company  as  soon  as  practica-ble  without  interest.

6.     APPLICATION  TO FIDUCIARIES.  If the Subscriber is purchasing the Unit(s)
in  a fiduciary capacity, the representa-tions, warranties and agreements of the
Subscriber  herein  shall be deemed to have been made on behalf of the person(s)
for whom the Subscriber is so purchasing, except that such person(s) need not be
over  twenty-one  (21)  years  of  age.

7.     CHANGES.  The  Subscriber agrees to notify the Company immediately if any
of  the  representations  and  warranties  made  by the Subscriber herein become
untrue.

8.     REGISTRATION  ON  COMPANY'S  RECORDS.  The  Sub-scriber's  Unit(s),  the
Warrants  and  the  underlying  shares  will be owned and should be shown on the
Com-pany's  records  as  set  forth  on  the  signature  line  below.

9.     ENTIRE AGREEMENT.  This Agreement constitutes the entire agreement of the
parties  hereto  with  re-spect to the mat-ters set forth herein, and supersedes
all  prior  agreements,  nego-tiations,  or  discussions  with  respect  to such
matters.  No prior or concurrent representations or promises of any party hereto
or  any  of their respective agents or representa-tives shall consti-tute a part
of this Agreement, unless expressly so stated herein.  This Agreement may not be
altered,  modified,  amended,  changed, rescinded, or discharged, in whole or in
part,  except  by  a  writ-ing  executed  by  the  parties.

10.     COVENANTS  AND  CONDITIONS.  Should  any  covenant or other provision of
this  Agreement  be  held  by  a  court of competent jurisdiction to be invalid,
illegal, or unenforceable by reason of a rule of law or public policy, all other
conditions  and  pro-visions of this Agreement shall nevertheless remain in full
force  and  effect.  No  covenant  or provision hereof shall be deemed dependent
upon  any  other  covenant  or  provision  unless  so  expressly  stated herein.

11.     CALIFORNIA  LAW  TO GOVERN.  This Agreement shall be deemed entered into
in  the  State  of California, and shall be governed and construed in accordance
with  the  internal laws of the State of California applicable to contracts made
and  to  be  performed  in  the  State  of  California.

12.     NOTICES.  All  notices  and  demands  of  every kind shall be personally
delivered  or  sent by first class mail to the parties at their addresses stated
below.  Any  such  notice  or  demand  shall  be  effective  and deemed received
immediately  upon personal service or three (3) days after deposit in the United
States  mail, as the case may be.  Any party hereto may re-desig-nate an address
for  notices  or  demands in writing, delivered or mailed in accordance with the
terms  hereof.

13.     SECTION  HEADINGS.  The  section  headings  in  this  Agreement  are for
convenience  of  reference  only,  and shall not in any way limit or amplify the
terms and provisions hereof, or enter into the interpretation of this Agreement.

14.     COUNTERPARTS.  This  Agreement  may  be  executed  in  any  number  of
counterparts,  each  of  which  shall  be  deemed  an  original but all of which
together  shall  constitute  one  and  the same instrument, and, in making proof
hereof,  it  shall not be necessary to produce or account for more than one such
counter-part.

15.     INTERPRETATION.  As  used  in this Agreement, the masculine, feminine or
neuter  gender,  and  the  singular  or  plural  number, shall each be deemed to
include  the  others  whenever  the  context  so  indicates.

16.     MISCELLANEOUS.  This  Agreement  shall  inure  to  the benefit of and be
binding  upon  the  heir and personal representa-tives of the Subscriber and the
successors  and  assigns  of  the  Company,  subject  to  the  restrictions upon
assignment  set  forth  herein.  Time  is  agreed  to  be  of  the  essence.


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     IN  WITNESS  WHEREOF, the Subscriber has duly executed this Agreement as of
the  ___ day of ______________, 2000, and rendered this Agreement to the Company
this  day  of,  2000.


                              Authorized  Signature  of  Subscriber


                              Full  Name  of  Signer

//  Individual  Ownership
                                                Subscriber's  Social  Security
                              or  Federal  Tax  Identification
                                                Number(s)
//  Joint  Tenants  with
       Right  of  Survivorship
                                                Subscriber's  Home  Telephone
                                                Number  and  Area  Code
//  Tenants  in  Common
       (both  parties  must  sign)

//  Community  Property
       (both  signatures  required)

//  General  Partnership
       (Managing  Partner  must  sign;
       if  no  Managing  Partner,  all  partners  must  sign)

//  Corporation
       (authorized  officer  must  sign)

//  Trust
       (Authorized  trustee(s)  must  sign)

//  Limited  Liability  Company
       (Authorized  Manager(s)  must  sign)


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Amount  Delivered:     ________________  X  $150,000  = $_______________________
             (No.  of  Unit(s)  -  Minimum  1)          (Minimum  $150,000)


Payment  by:     (    )     Cash,  check  or  money  order  enclosed:  $

     (    )     Wire  Transfer  to:

                Bank:               Bank  of  America  Pruneyard  0622
                Bank  Address:      200  The  Pruneyard
                                    Campbell,  CA  95008
                Attn:               Dee  Dee  Lepiane
                Account  Name:      Nettaxi  Online  Communities,  Inc.
                                    Escrow  Account
                Account  Number:    0622408789
                ABA  Routing  No:   121000358

ACCEPTED:                              NETTAXI.COM:

Dated:             ,2000               By:
     --------------                        Glenn Goelz, Chief Financial Officer
Address  for  Notices:

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