EXHIBIT 4.10


                                WARRANT AGREEMENT

                           TO PURCHASE COMMON STOCK OF

                                   NETTAXI.COM


THE  SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED BY INVESTOR FOR INVESTMENT
AND NOT WITH A VIEW TO, OR IN CONNECTION WITH, THE SALE OR DISTRIBUTION THEREOF.
NO  SUCH  SALE OR DISTRIBUTION MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION
STATEMENT  FOR  THE SECURITIES OR AN OPINION OF COUNSEL SATISFACTORY IN FORM AND
SUBSTANCE  TO  THE  COMPANY  THAT  SUCH  REGISTRATION  IS NOT REQUIRED UNDER THE
SECURITIES  ACT  OF  1933.


     This Warrant Agreement (the "Agreement") is entered into as of January 9,
2002 (the "Effective Date"), by and between Nettaxi.com (the "Company") and Mr.
Robert A. Rositano, Jr. ("Holder"). For good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, the parties agree as
follows:

1.     Issuance of Warrants.  The Company subject to the terms and conditions
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hereinafter set forth, hereby issues warrants (the "Warrants") to purchase One
Million (1,000,000) shares of the Company's Common Stock (the "Warrant Shares").
The exercise price (the "Exercise Price") of the Warrant Shares shall be twenty
cents ($0.20) per share subject to adjustment in accordance with Paragraph 5 of
this Agreement.

2.     Term.  The Warrants may be exercised at any time after the Effective Date
       ----
of the Merger, as defined in the Merger Agreement between the Company, RAE
Systems Inc. and RAES Acquisition Corporation (the "Merger Agreement") and
before the expiration of ten (10) years (the "Expiration Date").  If the Merger
does not close, this Warrant shall be null and void.

3.     Exercise.
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     (a)     Holder shall exercise the Warrants granted hereunder, in whole or
in part, by delivering to the Company at the office of the Company or at such
other address as the Company may designate by notice in writing to the Holder,
the notice of Exercise attached hereto as Exhibit A and incorporated herein by
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reference and a check or wire transfer in lawful money of the United States for
the Exercise Price.

     (b)     Upon delivery of the items set forth in (a) above, Holder shall be
entitled to receive a certificate or certificates representing the Warrant
Shares.  Such Warrant Shares shall be validly issued, fully paid and
non-assessable.

     (c)     Warrants shall be deemed to have been exercised immediately prior
to the close of business on the day of such delivery, and Holder shall be deemed


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the holder of record of the Warrant Shares issuable upon such exercise at such
time.  The Warrants may be exercised in whole or in part and from time to time
as the holder may determine.

     (d)     Upon any partial exercise, at the request of the Company, this
Agreement shall be surrendered and a new Warrant Agreement evidencing the right
to purchase the number of Warrant Shares not purchased upon such exercise shall
be issued to Holder.

     (e)     Net  Issue  Exercise.

          (i)     In lieu of exercising this Warrant in the manner provided
above in Section 3(a), Holder may elect to receive Warrant Shares equal to the
value of this Warrant (or the portion thereof being canceled) by surrender of
this Warrant at the principal office of the Company together with notice of such
election in which event the Company shall issue to Holder a number of shares of
Warrant Shares computed using the following formula:

                    X =    Y (A - B)
                           ---------
                              A

Where X is the number of Warrant Shares to be issued to Holder. Y is The number
of Warrant Shares purchasable under this Warrant (at the date of such
calculation). A is the fair market value of one Share (at the date of such
calculation). B is the Exercise Price (as adjusted to the date of such
calculation).

          (ii)     For purposes of this Section 3(e), the fair market value of
Warrant Shares on the date of calculation shall mean with respect to each share
of the Warrant Shares:

               (A)     if shares of Common Stock are traded on a national
securities exchange (an "EXCHANGE"), the closing price of a share of the Common
Stock of the Company as reported in The Wall Street Journal, or

               (B)     if shares of Common Stock are not traded on an Exchange
but trade in the Over-the-Counter Bulletin Board, the closing price of a share
of the Common Stock of the Company as reported by Bloomberg Financial markets or
an equivalent reliable reporting service, or


               (C)     if (A) and (B) are not applicable, the fair market value
of a Share shall be at the highest price per share which the Company could
obtain on the date of calculation from a willing buyer for Warrant Shares sold
by the Company, fom authorized but unissued Warrant Shares, as determined in
good faith by the Board of Directors, unless the Company is at such time
involved in any consolidation or merger of the Company with or into another
entity, the sale or transfer of all or substantially all of the assets of the
Company or any compulsory share exchange pursuant to which the Common Stock is
converted into other securities, cash or property, in which case the fair market
value of Warrant Shares shall be deemed to be the value received by the holders
of such stock pursuant to such acquisition.

               (D)     Notwithstanding  anything  to  the  contrary  contained
herein,  fifty  percent  (50%) of any and all exercises of the Warrants shall be


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paid  in  cash  in accordance with Section 3(a) and not net exercised under this
Section  3(e).

4.     Registration Rights.  The shares underlying the Warrants shall be
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registered by the Company on Form S-8 or, if Form S-8 is not applicable, on such
other Form as shall be appropriate. The Company shall use its commercially
reasonable efforts to cause the registration statement to remain effective until
the earlier of: (i) shares underlying the Warrants have been sold; or (ii) the
date on which the shares underlying the Warrants may be sold to the public
without registration or restriction (including, without limitation, restrictions
as to volume).

5.     Representations  and  Warranties  of Holder. The Holder hereby represents
       -------------------------------------------
and  warrants  to  the  Company  as  follows:

     (a)     Investment  Intent.  Holder is purchasing the Warrant Shares solely
for its own account for investment. Holder has no present intention to resell or
distribute  the Warrants or the Warrant Shares or any portion thereof, except in
connection  with  a  distribution  to  its  partners.

     (b)     Economic  Risk.  Holder  realizes that the purchase of the Warrants
and  the  Warrant  Shares will be a highly speculative investment and involves a
high  degree  of  risk.

6.     Adjustments.  The  Warrants  granted  hereunder  and  the  Exercise Price
       -----------
thereof  shall  be subject to adjustment from time to time upon the happening of
certain  events  as  set  forth  below.

     (a)     Stock Splits and Dividends.  If outstanding shares of Nettaxi
Common Stock shall be subdivided into a greater number of shares or a dividend
in Common Stock shall be paid in respect of Common Stock, the Exercise Price in
effect immediately prior to such subdivision or at the record date of such
dividend shall simultaneously with the effectiveness of such subdivision or
immediately after the record date of such dividend be proportionately reduced.
If outstanding shares of Common Stock shall be combined into a smaller number of
shares, the Exercise Price in effect immediately prior to such combination
shall, simultaneously with the effectiveness of such combination, be
proportionately increased.  When any adjustment is required to be made in the
Exercise Price, the number of Shares purchasable upon the exercise of the
Warrants shall be changed to the number determined by dividing (i) an amount
equal to the number of Shares issuable upon the exercise of the Warrants
immediately prior to such adjustment, multiplied by the Exercise Price in effect
immediately prior to such adjustment, by (ii) the Exercise Price in effect
immediately after such adjustment.  The number of Shares purchasable upon the
exercise of the Warrants and the Exercise Price of the Warrants shall be
appropriately adjusted for the reverse stock split as contemplated by the Merger
Agreement.

     (b)     Reclassification or Merger.  In case of any reclassification,
change or conversion of securities in the class issuable upon exercise of this
Warrant (other than a change in par value, or from par value to no par value, or
from no par value to par value, or as a result of a subdivision or combination),
or in case of any merger of the Company with or into another corporation (other
than a merger with another corporation in which the Company is a continuing
corporation and which does not result in any reclassification or change of
outstanding securities issuable upon exercise of this Warrant), or in case of
any sale of all or substantially all of the assets of the Company, unless this
Warrant shall have been exercised or terminated in accordance with its terms,
the Holder of this Warrant shall have the right to exercise this Warrant and
upon such exercise to receive, in lieu of each share of Common Stock theretofore
issuable upon exercise of this Warrant, the kind and amount of shares of stock,


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other securities, money and property receivable upon such reclassification,
change or merger by a holder of one share of Common Stock.  The provisions of
this subparagraph shall similarly apply to successive reclassifications,
changes, mergers and transfers.

     (c)     Adjustment Certificate.  When any adjustment is required to be made
in the Shares or the Exercise Price pursuant to this Section, Nettaxi shall
promptly mail to Holder a certificate setting forth (i) a brief statement of the
facts requiring such adjustment, (ii) the Exercise Price after such adjustment
and (iii) the kind and amount of stock or other securities or property into
which the Warrants shall be exercisable after such adjustment.



7.     Reservation of Shares.  The Company shall at all times keep reserved a
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sufficient number of authorized shares of Common Stock, and shall make
appropriate provision of their issuance, to provide for the exercise of the
Warrants in full.

8.     Transferability.  The Warrants issued hereunder and any and all Shares
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issued upon exercise of the Warrants shall be transferable on the books of the
Company by the holder hereof in person or by duly authorized attorney subject to
any restrictions imposed by applicable federal or state securities laws.  It
shall be a further condition to any transfer of the Warrants that the transferor
(if any portion of the Warrants are retained) and the transferee shall receive
and accept new Warrants, of like tenor and date, executed by the Company for the
portion so transferred and for any portion retained, and shall surrender this
Agreement executed.

9.     Voting.   Nothing  contained  in  this  Agreement  shall  be construed as
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conferring  upon  Holder the right to vote or to receive dividends or to consent
or receive notice as a shareholder in respect to any meeting of shareholders for
the  election  of  directors  of  or for any other purpose not specified herein.

10.     Miscellaneous.
        -------------

     (a)     Amendment.  This  Agreement  may  be  amended  by written agreement
between  the  Company  and  Holder.

     (b)     Notice.  Any  notice, demand or request required or permitted to be
given under this Agreement will be in writing and will be deemed sufficient when
delivered  personally  or sent by telegram or forty-eight (48) hours after being
deposited  in  the  U.S.  mail,  as  certified  or  registered  mail,  or with a
commercial  courier  service,  with  postage  prepaid,  and addressed, if to the
Company,  at its principal place of business, attention the President, and if to
Holder,  at  Holder's  address  as  shown  on  the  signature  page  hereto.

     (c)     Further  Assurances.     Both  parties  agree  to  execute  any
additional  documents  necessary  to  carry  out the purposes of this Agreement.

     (d)     Severability.  If  any  provision  of this Agreement is held by any
court  of  competent  jurisdiction  to  be  illegal, unenforceable or void, such
provision  will  be  enforced  to  the  greatest  extent  possible and all other
provisions  of  this  Agreement  will  continue  in  full  force  and  effect.


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     (e)     Governing  Law.  This Agreement will be interpreted and enforced in
accordance  with  California  Law as applied to agreements made and performed in
California.

     (f)     Survival.  The  representations  and warranties, of the Company set
forth  in  this  Agreement  shall  survive  the  closing and consummation of the
transactions  contemplated  hereby  for a period of ten (10) years from the date
hereof.

     (g)     Entire  Agreement;  Successors and Assigns.  This Agreement and the
documents  and  instruments  attached  hereto  constitute  the  entire agreement
between  Holder  and  the  Company  relative  to the subject matter hereof.  Any
previous  agreements  between  the  parties  are  superseded  by this Agreement.
Subject  to  any  exceptions specifically set forth in this Agreement, the terms
and  conditions  of  this Agreement shall inure to the benefit of and be binding
upon  the respective executors, administrators, heirs, successors and assigns of
the  parties.

     (h)     Counterparts.  This  Agreement  may  be  executed  in  two  or more
counterparts,  each  of  which  shall  be  deemed  an original, but all of which
together  shall  constitute  one  and  the  same  instrument.

     (i)     Headings.  The headings of the Paragraphs of this Agreement are for
convenience  and  shall  not  by themselves determine the interpretation of this
Agreement.

     (j)     Attorney  Fees.  If  any  action is brought to interpret or enforce
the  terms  of  this  Agreement,  the  prevailing  party in such action shall be
entitled  to  recover  its  attorneys fees and costs incurred in connection with
such  action.


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     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
signed  and  delivered  by  their  duly  authorized  officers.


THE  COMPANY:                         NETTAXI.COM


                                      By:  /s/  Dean  Rositano
                                           -------------------
                                      President


HOLDER:                               /s/  Robert  A.  Rositano
                                      -------------------------
                                      Robert  A.  Rositano

                                      Address:________________
                                      ________________________



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