EXHIBIT 4.6
                                WARRANT AGREEMENT

                           TO PURCHASE COMMON STOCK OF

                                   NETTAXI.COM


THE  SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF  1933,  AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES LAWS OF ANY STATE
AND  ARE  BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS.  THE SECURITIES ARE SUBJECT TO
RESTRICTIONS  ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD
EXCEPT  AS  PERMITTED  UNDER  THE  SECURITIES  ACT  AND  SUCH  LAWS  PURSUANT TO
REGISTRATION  OR  AN  EXEMPTION  THEREFROM.


     This  Warrant  Agreement  (the "Agreement") is entered into this 7th day of
April,  2001,  (the  "Effective  Date")  by  and  between  Nettaxi.com, a Nevada
corporation ("Nettaxi") and Mr. Justin Hirsch ("Holder").  For good and valuable
consideration,  the receipt and sufficiency of which is hereby acknowledged, the
parties  agree  as  follows:

1.     Issuance  of  Warrants.  Nettaxi  subject  to  the  terms  and conditions
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hereinafter  set  forth,  hereby  issues  to Holder warrants (the "Warrants") to
purchase  One Million Five Hundred Thousand (1,500,000) shares of Nettaxi common
stock,  $0.001 par value (the "Shares").  The exercise price of the Shares shall
be  $0.13  per  share (the "Exercise Price") 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
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set  forth  on  the  signature  page  hereof  and  before  April,  2005.

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

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


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     (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
the  holder  of  record  of the shares issuable upon such exercise at such time.

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

4.     Representations  and  Warranties of Holder.  Holder hereby represents and
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warrants  to  Nettaxi  as  follows:

          (a)     Sophistication.  Holder  has  (i)  a  preexisting  personal or
business relationship with Nettaxi or one or more of its officers, directors, or
control persons; or (ii) by reason of Holder's business or financial experience,
or  by  reason  of the business or financial experience or of Holder's financial
advisor  who  is  unaffiliated  with  and  who  is  not compensated, directly or
indirectly,  by  Nettaxi or any affiliate or selling agent of Nettaxi, Holder is
capable  of evaluating the risks and merits of this investment and of protecting
Holder's  own  interests  in  connection  with  this  investment.

          (b)     Accredited Investor.     Holder is an "accredited investor" as
such term is defined under Regulation d of the Securities Act of 1933 as amended
(the  "Securities  Act").

          (c)     Investment Intent.  Holder is purchasing the Shares solely for
its  own  account  for investment.  Holder has no present intention to resell or
distribute  the Warrants or the Shares or any portion thereof.  The entire legal
and  beneficial  interest  of the Warrants is being purchased, and will be held,
for Holder's account only, and neither in whole or in part for any other person.

          (d)     Information  Concerning  Company.  Prior  to  the date hereof,
Holder  was  not  a  shareholder  of  Nettaxi.  Holder  is aware of the business
affairs  and  financial  condition  of  Nettaxi  and  has  acquired  sufficient
information  about  Nettaxi  to  make  an informed and knowledgeable decision to
purchase  the  Warrants  and  the  Shares.

          (e)     Economic  Risk.  Holder  realizes  that  the  purchase  of the
Warrants  and  the Shares will be a highly speculative investment and involves a
high  degree  of  risk.  Holder is able, without impairing Purchaser's financial
condition,  to  hold  the Warrants and/or the Shares for an indefinite period of
time  and  to  suffer  a  complete  loss  of  Holder's  investment.

5.     Anti-dilution  Adjustments.  The  Warrants  granted  hereunder  and  the
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Purchase Price thereof shall be subject to adjustment from time to time upon the
happening  of  certain  events as set forth below.  Notwithstanding the above or
any  provision  of  this  Agreement, no adjustment shall be made to the Purchase
Price  or  the  amount  of  Warrants granted hereunder once the shares of common
stock of Nettaxi have been offered for sale in connection with an initial public
offering.


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          (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 Purchase 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  Purchase  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
Purchase  Price,  the  number  of  Shares  purchasable upon the exercise of this
Warrant  shall  be  changed  to  the number determined by dividing (i) an amount
equal  to  the  number  of  shares  issuable  upon  the exercise of this Warrant
immediately prior to such adjustment, multiplied by the Purchase Price in effect
immediately  prior  to  such  adjustment,  by  (ii) the Purchase Price in effect
immediately  after  such  adjustment.

          (b)     Reclassification,  Etc.  In  case  there  occurs  any
reclassification  or  change  of the outstanding securities of Nettaxi or of any
reorganization  of  Nettaxi (or any other corporation the stock or securities of
which  are  at  the  time  receivable  upon the exercise of this Warrant) or any
similar  corporate  reorganization on or after the date hereof, then and in each
such case Holder, upon the exercise hereof at any time after the consummation of
such  reclassification,  change, or reorganization shall be entitled to receive,
in  lieu  of  the  stock  or  other  securities and property receivable upon the
exercise  hereof  prior  to  such consummation, the stock or other securities or
property  to  which  Holder  would  have been entitled upon such consummation if
Holder  had  exercised  this  Warrant  immediately prior thereto, all subject to
further  adjustment  pursuant  to  the  provisions  of  this  Section.

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

6.     Reservation  of  Shares.  Nettaxi  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.

7.     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
Nettaxi 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 Nettaxi, for the
portion  so  transferred  and for any portion retained, and shall surrender this
Agreement  executed.


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8.     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  Nettaxi or for any other purpose not specified
herein.

9.     Miscellaneous.
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          (a)     Amendment.  This Agreement may be amended by written agreement
between  Nettaxi  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 Nettaxi,
at  its  principal place of business, attention the President, and if to Holder,
at  Holder's  address  as  shown  on  the  stock  records  of  Nettaxi.

          (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.

          (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 parties
hereto set forth in this Agreement shall survive the closing and consummation of
the  transactions  contemplated  hereby for a period of three (3) 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 Nettaxi 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.


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          (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.

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


NETTAXI                              NETTAXI.COM


                                     By:  /s/  Robert A. Rositano, Jr.
                                          ----------------------------

                                     Its:  Chief Executive Officer



HOLDER:                              /s/  Justin  Hirsch
                                     -------------------
                                     Justin  Hirsch


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