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Not Valid Unless Countersigned by Transefer Agent Incorporated Under the Laws of the State of Nevada [Nettaxi, Inc. Logo] / Cusip No. 641156 10 2 / Nettaxi, Inc. Authorized Common Stock: 50,000 Shares - Par Value -$.001 This Certifies That [Sample] Is the Record Holder of Shares of Nettaxi, Inc. Common Stock Transferable on the Books of the Corporation in Person or by Duly Authorized Attorney Upon Surrender of This Certificate Properly Endorsed. This Certificate Is Not Valid Until Countersigned by the Transfer Agent and Registered by the Registrar. Witness the Facsimile Seal of the Corporation and the Facsimile Signatures of Its Duly Authorized Officers. Dated: /S/ Dean Rositano - - Secretary President [Nettaxi, Inc. Corporate Seal Nevada] <page>
