As filed with the Securities and Exchange Commission on November__, 2001



                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

            5G WIRELESS COMMUNICATIONS, INC.(Formerly Tesmark, Inc.)
_____________________________________________________________________________
             (Exact name of registrant as specified in its charter)



      NEVADA                                 82-0351882
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)              Identification No.)


                          EMPLOYEE STOCK INCENTIVE PLAN
  _____________________________________________________________________________
                            (Full title of the plan)



 Corporate Capital Formation, 2921 N. Tenaya Way, Suite 208, Carson City,
                                  Nevada 89128
                     (Name and Address of Agent for Service)


                                 (702) 214-8440
          (Telephone number including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                    Proposed     Proposed
                                    Maximum      Maximum
Title of Securities   Amount        Offering     Aggregate      Amount
Securities to be      Shares to be  Pre price    Offering       of Reg.
                      Registered    Share        Price          Fee1

$0.001par value Common
Stock                 5,000,000      $0.01       $ 50,000.00   $  12.50
Totals                5,000,000      $0.01       $ 50,000.00   $  12.50

________________________________________________________________________________

Total No. of pages: 33




ursuant to Rule 416(c) promulgated under the Securities Act of 1933, as amended,
the Registration  Statement also covers an indeterminate  amount of Shares to be
offered  or sold  as a  result  of any  adjustments  from  stock  splits,  stock
dividends or similar events.
    2 Based upon the average bid and asked prices of the Companys Common Stock
in  over-the-counter  trading on October 31,  2001.  Value stated for purpose of
calculating the registration fee.


                        5G WIRELESS COMMUNICATIONS, INC.
                           2921 Tenaya Way, Suite 216
                               Las Vegas NV 89128
                                 (702) 647-4877

                       (5,000,000 SHARES OF COMMON STOCK)



     This   Prospectus   relates   to  the  offer   and  sale  by  5G   Wireless
Communications,  Inc.,  ("FGWC"), a Nevada corporation ("the Company") of shares
of its $0.001 par value common stock (the "Common  Stock)  pursuant to its Stock
Incentive Plan where by certain  individuals  receive stock options to stimulate
their  involvement  and  continued  involvement  in the Company.  The Company is
registering  hereunder  and then issuing upon receipt of adequate  consideration
therefor to the Employee,  Officer,  Director or Consultant  5,000,000 shares of
the Common Stock in  consideration  for services  rendered and/or to be rendered
and payments made under the Stock Incentive Plan.

     The Common  Stock is not  subject to any  restriction  on  transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the  Securities Act of 1933 (the Act) may sell all or part of the
shares  in any way  permitted  by law  including  sales in the  over-the-counter
market  at  prices  prevailing  at the  time of  such  sale.  Shares  registered
hereunder are being sold to both affiliates and  non-affiliates  of the Company.
An affiliate is,  summarily,  any  director,  executive  officer or  controlling
shareholder of the Company.  The affiliates of the Company may become subject to
Section  16(b) of the  Securities  Exchange Act of 1934 as amended (the Exchange
Act) which would limit their  discretion in transferring  the shares acquired in
the Company.  If the individual who is not now an affiliate becomes an affiliate
of the  Company in the future;  he would then be subject to Section  I(b) of the
Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is Listed on the OTC bulletin board under the symbol FGWC.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.




                 The date of this Prospectus is October 31. 2001




     This Prospectus is not part of any  Registration  Statement which was filed
and been effective  under the Securities Act of 1933 as amended (the  Securities
Act) and does not contain all of the information  set forth in the  Registration
Statement, certain portions of which have seen offered pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (The
Commission)  under the Securities  Act. The statements in this  Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings of the Company with the Commission
are qualified in their entirety by the reference thereto.

     A copy of any  document or part thereof  incorporated  by reference in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written  or  oral  request.   Requests  should  be  addressed  to:  5G  Wireless
Communications,  Inc.,  2921 North Tenaya Way,  Suite 216, Las Vegas,  NV 89128,
telephone (702) 647-4877.

     The Company is subject to the  reporting  requirements  of the Exchange Act
and in  accordance  therewith  files  reports  and  other  information  with the
Commission.  These  reports  as  well  as  the  proxy  statements,   information
statements and other information filed by the Company under the Exchange Act may
be reviewed  and copied at the public  reference  facilities  maintained  by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the  prescribed  rates.  In  addition  the  Common  Stock is  quoted on the a
automated quotation system maintained by the National  Association of Securities
Dealers,   Inc.  (NASD).  Thus  copies  of  these  reports,   proxy  statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K Street N.C. Washington DC 20549.

     No  person  has  been  authorized  to give any  information  or to make any
representation,  other than those contained in this Prospectus,  and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which  the  person  making  such  is not  qualified  or to any one to whom it is
unlawful to make an offer or solicitation

     Neither the delivery of this  Prospectus nor any sale made hereunder  shall
under any circumstances  create any implication that there has not been a change
in the affairs of the Company since the date hereof.


                                TABLE OF CONTENTS

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN lNFORMATION

GENERAL lNFORMATION
The Company
Purpose
Common Stock
The Consultant
No Restrictions on Transfer
Tax Treatment to the Consultant
Tax Treatment to the Company
Restrictions on Resales

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Legal Opinion and Experts
Indemnification of Officers and Directors

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE
ITEM 4.  DESCRIPTION OF SECURITIES

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

ITEM 8.  EXHIBITS

ITEM 9.  UNDERTAKINGS

EXHIBIT INDEX



                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

The Company

     The Company has its principal  offices at 2921 North Tenaya Way, Suite 216,
Las Vegas, NV 89128, telephone (702) 647-4877.

Purposes

     The  Common  Stock  will be issued  by the  Company  pursuant  to its Stock
Incentive  Plan which has been approved by the Board of Directors of the Company
(the  "Board of  Directors").  The Stock  Incentive  Plan is hoped to  provide a
method  whereby the  Companys  current  employees and officers and non employee
directors and  consultants may be stimulated and allow the Company to secure and
retain  highly  qualified  employees,   officers,  directors  and  non  employee
directors and consultants,  thereby advancing the interests of the Company,  and
all of its shareholders. A copy of the Stock Incentive Plan has been filed as an
exhibit to this Registration
Statement.

Common Stock

     The Board has  authorized  the  issuance of up to  5,000,000  shares of the
Common stock pursuant to the Companys Stock  Incentive Plan upon  effectiveness
of this registration Statement.

The Company Stock Incentive Plan

     The Company has  established  a Stock  Incentive  Plan which  awards  stock
options in an effort to further  compensate its existing  employees and officers
and non employee directors and consultants,  secure their continued  employment,
and attract highly qualified employees and consultants as they are needed.

No Restrictions on Transfer

     Upon the exercise of an option,  that individual will become the record and
beneficial  owners of the shares of Common Stock upon  issuance and delivery and
are entitled to all of the rights of ownership,  including the right to vote any
shares awarded and to receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Individual who exercises the option

     The individuals  receiving shares of common stock pursuant to the exercises
of an option or options at an exercise  price below the fair market value of the
shares on the date of exercise,  the  difference  between the exercise price and
the fair  market  value  of the  stock on the  date of  exercise  may be  deemed
ordinary  income for federal  income tax  purposes.  The  recipient  is urged to
consult  his tax  advisor  on  this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Tax Treatment to the Company

     The amount of income  recognized by any  recipient  hereunder in accordance
with the foregoing  discussion  may be an expense  deductible by the Company for
federal  income tax purposes of the taxable year of the Company during which the
recipient recognizes income.

Restrictions of Resales

     In the event that an  affiliate  of the Company  acquires  shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

     The Company hereby  incorporates by reference (i) its annual report of Form
10-KSB for the year ended December 31, 2000, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (10-QSB) filed under the Securities or
Exchange Act subsequent to any filed form 10-K (or 10-KSB), as well as all other
reports filed under Section 13 of the Exchange Act, and (iii) its annual report,
if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or 15(d) of the  Exchange  Act prior to the  termination  of this  offering  are
deemed to be  incorporated  by reference  into this  Prospectus and to be a part
hereof from the date of filing.  All documents  which when together,  constitute
this  Prospectus,  will be sent or given to  participants  by the  Registrant as
specified by Rule 428(b)(1) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information

     A copy of any  document or part hereof  incorporated  by  reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: 5G Wireless  Communications,  Inc.,  2921 North Tenaya Way,  Suite
216, Las Vegas, NV 89128 telephone (702) 647-4877.

Legal Opinions and Experts

     Warren J. Soloski has rendered an opinion on the validity of the securities
being registered.  Mr. Soloski is not an "affiliate" of the Company and does not
have any interest in the registrant.

     The financial statements of 5G Wireless Communications,  Inc., incorporated
by reference in the  Company's  Annual Report (Form 10-KSB) for the period ended
December 31, 2000, have been audited by Randy Simpson,  P. C.,  Certified Public
Accountant,  independent  auditor,  as set  forth in their  report  incorporated
herein by reference  and are  incorporated  herein in reliance  upon such report
given upon the authority of the firm as experts in auditing and accounting.

Indemnification of Officers and Directors

     Insofar as indemnification of liabilities  arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company  has  been  informed  that  in  the  opinion  of  the  commission   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Registrant  hereby  states that (i) all  documents set forth in (a) through
(c), below, are incorporated by reference in this  registration  statement,  and
(ii) all documents  subsequently filed by registrant  pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of filing of such documents.

(a) Registrant's  latest Annual Report,  whether filed pursuant to Section 13(a)
or 15(d) of the Exchange Act;

(b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred to in
(a), above; and

(c) The latest  prospectus  filed  pursuant to Rule 424(b) under the  Securities
Act.


Item 4.  Description of Securities

     No  description  of the class of  securities  (i.e.,  the  $0.001 par value
Common  Stock ) is  required  under  this  item  because  the  common  Stock  is
registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Mr.   Soloski,   whose  firm  is  rendering  the  legal  opinion  for  this
registration,  will not benefit from the  registration of shares under the terms
of the Stock Incentive Plan.


Item 6.  Indemnification of Directors and Officers

     The company's  by-laws,  in accordance  with the Nevada  Revised  Statutes,
provide that to the extent he/she is otherwise  fairly and  reasonably  entitled
thereto, the Company shall indemnify a Director or Officer, a former Director or
Officer, or a person who acts or acted at the Company's request as a Director or
Officer of a body corporate of which the  Corporation is or was a shareholder or
creditor (or a person who  undertakes or has  undertaken any liability on behalf
of  the   Company  or  any  such  body   corporate   and  his  heirs  and  legal
representatives,  against all costs,  charges and expenses,  including an amount
paid to settle an action or satisfy a  judgment,  reasonably  incurred by him in
respect of any civil,  criminal or administrative  action or proceeding to which
he is made a party by reason of being or having  been a  Director  or Officer of
the Company or such body corporate, if

(a) he acted honestly and in good faith with a view to the best interests of the
Company; and

(b) in the case of a criminal or  administrative  action or  proceeding  that is
enforced by a monetary penalty, he had reasonable grounds for believing that his
conduct was lawful.

The Nevada  Revised  Statutes  provide that  directors  shall not be  personally
liable to the Company or its  shareholders  for  monetary  damages for breach of
fiduciary  duty as a  director  except for  liability  (i) for any breach of the
directors' duty of loyalty to the Company or its shareholders,  (ii) for acts or
omissions  not in good  faith  or which  involved  intentional  misconduct  or a
knowing violation of law, (iii) for authorizing a distribution that is unlawful,
or (iv) for any transaction from which the director derived an improper personal
benefit.  Such  provision  protects  directors  against  personal  liability for
monetary damages for breaches of their duty of care.

The Company may purchase and maintain insurance for the benefit of its Directors
and Officers as such, as the Board of directors may from time to time determine.


Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

     (a) The  following  exhibits  are  filed as part of this  S-8  registration
statement   pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated herein by this reference:

Exhibit No.                         Title

 4.                                 Not Applicable

 5.                                 Opinion of Warren J. Soloski
                                    regarding the legality of the
                                    securities registered.

10.                                 Stock Incentive Plan.

15.                                 Not Required

23.1                                Consent  of Warren J.  Soloski,  special
                                    counsel to  registrant,  to the use of his
                                    opinion  with respect to the legality of
                                    the securities being  registered  hereby
                                    and to the references to him in
                                    the Prospectus filed as a part hereof.

23.2                                Consent of Randy Simpson P.C., Certified
                                    Public Accountant.

27.                                 Not Required

28.                                 Not Required

29.                                 Not Required

Item 9.  Undertakings

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and  controlling  persons of registrant
pursuant to the foregoing provisions, or otherwise,  registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.  If  a  claim  for  indemnification  against  such
liabilities  (other than the payment by registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or  controlling  person in  connection  with the  securities  being  registered,
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question whether such  indemnification is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

         Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement to:

     (i) include any prospectus  required by Section  10(a)(3) of the Securities
Act;

     (ii)  reflect  in the  prospectus  any  facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or in  the  aggregate,  represents  a
fundamental  change in the information set forth in the registration  statement;
and

     (iii)  include  any  material  information  with  respect  to the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.


     provided,  however,  paragraphs  (i)  and  (ii)  shall  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  incorporated  by reference  from  periodic  reports filed by the
registrant small business issuer under the Exchange Act.

     (2) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment to the registration statement shall be deemed
to be a new registration  statement  relating to the securities  offered therein
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) To deliver or cause to be delivered with the prospectus, to each person
to whom the  prospectus  is sent or given,  the latest annual report to security
holders  that is  incorporated  by  reference in the  prospectus  and  furnished
pursuant to and meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the
Securities  Exchange  Act of 1934;  and,  where  interim  financial  information
required to be presented by Article 3 of Regulation  S-X is not set forth in the
prospectus,  to  deliver,  or cause to be  delivered  to each person to whom the
prospectus is sent or given,  the latest  quarterly  report that is specifically
incorporated  by reference in the  prospectus to provide such interim  financial
information.

     Registrant   hereby  undertakes  that,  for  purposes  of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
Securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Las Vegas, NV on the day of November, 2001.


                                 5G WIRELESS COMMUNICATIONS, INC.
                                 (Registrant)



                                 By:    /s/ Michael Tan
                                            Michael Tan, President




Pursuant to the  requirements  of the 1933 Act, this  registration  statement or
amendment has been signed by the following  persons in the capacities and on the
dates indicated:

   Signatures            Title                         Date


/s/ Michael Tan          President                     November __, 2001
    Michael Tan          Director

/s/ Allen Schwabe        Secretary/Treasurer           November __, 2001
    Allen Schwabe        Director

/s/ Richard Lajeunesse   Chief Technology Officer      November __, 2001
    Richard Lajeunesse




        FORM S-8 REGISTRATION STATEMENT

         EXHIBIT INDEX

     The  following  Exhibits are filed as part of this  registration  statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit Number
In Registration
Statement          Descriptions                  Numbered Page
_______________________________________________________________________________

 5.               Opinion of Counsel                 15

10.               Stock Incentive
                  Plan                               17

23.1              Consent of Warren J. Soloski       32

23.2              Consent of Randy Simpson, P. C.,   33
                  Certified Public Accountant




Michael Tan, President
5G Wireless Communications, Inc.
2921 N. Tenaya Way, Suite 216
Las Vegas, NV 89128

         Re:  Legal Opinion for S-8 Registration Statement

Dear Mr. Tan:

     At your request,  I have examined the form of Registration  Statement which
5G Wireless  Communications,  Inc. (the "Company") is filing with the Securities
and  Exchange  Commission,  on  Form  S-8  (the  "Registration  Statement"),  in
connection with the  registration  under the Securities Act of 1933, as amended,
of 5,000,000  shares of your Common  Stock (the  "Stock")  issuable  pursuant to
satisfaction  of conditions set forth in the Stock Incentive Plan of the Company
(the "Stock Incentive Plan").

     In rendering  the following  opinion,  I have examined and relied only upon
the documents,  and certificates of officers and directors of the Company as are
specifically described below. In my examination,  I have assumed the genuineness
of all signatures, the authenticity,  accuracy and completeness of the documents
submitted to me as originals,  and the conformity with the original documents of
all  documents  submitted  to me as copies.  My  examination  was limited to the
following documents and no others:

     1. Certificate of Incorporation of the Company, as amended to date;

     2. Bylaws of the Company, as amended to date;

     3. Resolutions adopted by the Board of Directors of the Company authorizing
entry into a Stock Incentive Plan;

         4.       The Registration Statement;

     5. The Stock  Incentive  Plan which the shares are being  registered in the
Registration Statement.

     I have  not  undertaken,  nor do I intend  to  undertake,  any  independent
investigation  beyond such  documents and records,  or to verify the adequacy or
accuracy of such  documents  and  records.  Based upon the  foregoing,  it is my
opinion  that:  (i) the Stock to be  issued  under the  agreements,  subject  to
effectiveness of the Registration  Statement and compliance with applicable blue
sky laws, and pursuant to the Stock  Incentive Plan in accordance with the Stock
Incentive  Plan  as  contemplated,   when  issued,  will  be  duly  and  validly
authorized, fully paid and non-assessable;  and (ii) no consent, approval, order
or authorization of any regulatory  board,  agency,  or  instrumentality  having
jurisdiction over the Company or its properties  (other than registration  under
the Act or  qualification  under state  securities or Blue Sky laws or clearance
from the NASD) is required for the valid authorization, issuance and delivery of
the  Stock,  or, if  required,  it has been  obtained  and is in full  force and
effect.

     I express no opinion as to  compliance  with the  securities  or "blue sky"
laws of any state in which the stock  delivered  pursuant to the Stock Incentive
Plan is  proposed  to be offered  and sold or as to the  effect,  if any,  which
non-compliance  with such laws might have on the  validity  of  issuance  of the
stock.

     I consent  to the filing of this  opinion as an exhibit to any filing  made
with  the  Securities  and  Exchange  Commission  or  under  any  state or other
jurisdiction's  securities  act for the purposes of  registering,  qualifying or
establishing  eligibility for an exemption from registration or qualification of
the stock issued as described in the  Registration  Statement in connection with
the  offering  described  therein.  Other  than  as  provided  in the  preceding
sentence,  this opinion (i) is addressed  solely to you,  (ii) may not be relied
upon by any other party, (iii) covers only matters of federal law and nothing in
this  opinion  shall be deemed to imply any  opinion  related to the laws of any
other jurisdiction,  (iv) may not be quoted or reproduced or delivered by you to
any  Other  person,  and (v) may  not be  relied  upon  for  any  other  purpose
whatsoever.  Nothing in this opinion  shall be deemed to relate to or constitute
an opinion concerning any matters not specifically set forth above.

     By giving you this opinion and consent,  I do not admit that I am an expert
with respect to any part of the Registration Statement within the meaning of the
term "expert" as used in Section 11 of the  Securities  Act of 1993, as amended,
or  the  Rules  and  Regulations  of  the  Securities  and  Exchange  Commission
promulgated thereunder.

     The  information  set  forth  herein  is as of the date of this  letter.  I
disclaim  any  undertaking  to advise you of changes  which may be brought to my
attention after the effective date of the Registration Statement.

Very truly yours,

   /s/  Warren J. Soloski
Warren J. Soloski

 STOCK INCENTIVE PLAN



         5G WIRELESS COMMUNICATIONS, INC. 2001 STOCK INCENTIVE PLAN

         1.  GENERAL PROVISIONS

                  1.1  Purpose.

     The 2001 Stock Incentive Plan (the "Plan") is intended to allow  designated
officers  and  employees  (all of whom are  sometimes  collectively  referred to
herein as "Employees") and certain  Non-Employee  Directors and Consultants (all
of whom are  sometimes  collectively  referred to as  Selected  Persons) of 5G
Wireless Communications, Inc. ("5G) and its Subsidiaries which it may have from
time to time (5G and such  Subsidiaries are referred to herein as the "Company")
to receive certain options ("Stock Options") to purchase 5G common stock, $0.001
par value  ("Common  Stock"),  and to receive  grants of Common Stock subject to
certain  restrictions  ("Awards").  As used in this Plan, the term  "Subsidiary"
shall mean each corporation which is a "subsidiary corporation" of 5G within the
meaning of Section 424(f) of the Internal  Revenue Code of 1986, as amended (the
"Code").  The main  purpose of this Plan is to provide  Employees  and  Selected
Persons  with  equity-based  compensation  incentives  to make  significant  and
extraordinary  contributions  to the  long-term  performance  and  growth of the
Company, and to attract and retain Employees and Selected Persons of exceptional
ability.

                  1.2      Administration.

     1.2.1 The Plan shall be  administered  by the  Compensation  Committee (the
"Committee")  of, or appointed  by, the Board of Directors of 5G (the  "Board").
Each member of the Committee shall be a  "disinterested  person" as that term is
defined in Rule 16b-3 promulgated by the Securities and Exchange Commission (the
"Commission")  pursuant to the  Securities  Exchange Act of 1934 (the  "Exchange
Act"),  but no action of the Committee  shall be invalid if this  requirement is
not met. The Committee shall select one of its members as Chairman and shall act
by vote of a majority of a quorum, or by unanimous  written consent.  A majority
of its members shall constitute a quorum. The Committee shall be governed by the
provisions of 5G By-Laws and of Nevada law  applicable  to the Board,  except as
otherwise provided herein or determined by the Board.


     1.2.2  The  Committee  shall  have  full  and  complete  authority,  in its
discretion,  but  subject to the express  provisions  of the Plan to approve the
Employees and Selected Persons  nominated by the management of the Company to be
granted  Awards or Stock  Options;  to  determine  the number of Awards or Stock
Options to be granted to an Employee or Selected  Person;  to determine the time
or times at which Awards or Stock  Options  shall be granted;  to establish  the
terms and  conditions  upon which Awards or Stock Options may be  exercised;  to
remove or adjust any  restrictions  and conditions upon Awards or Stock Options;
to specify, at the time of grant, provisions relating to exercisability of Stock
Options and to accelerate or otherwise  modify the  exercisability  of any Stock
Options;  and to  adopt  such  rules  and  regulations  and to  make  all  other
determinations deemed necessary or desirable for the administration of the Plan.
All interpretations  and constructions of the Plan by the Committee,  and all of
its actions  hereunder,  shall be binding and  conclusive on all persons for all
purposes.

     1.2.3  The  Company  hereby  agrees to  indemnify  and hold  harmless  each
Committee  member and each employee of the Company,  and the estate and heirs of
such Committee member or employee,  against all claims,  liabilities,  expenses,
penalties,  damages or other pecuniary losses,  including legal fees, which such
Committee member or employee,  his or her estate or heirs may suffer as a result
of his or her  responsibilities,  obligations  or duties in connection  with the
Plan, to the extent that  insurance,  if any, does not cover the payment of such
items. No member of the Committee or the Board shall be liable for any action or
determination  made in good faith with respect to the Plan or any Award or Stock
Option granted pursuant to the Plan.

                  1.3      Eligibility and Participation.

     Employees  eligible  under the Plan shall be approved by the Committee from
those  Employees  and officers  and Selected  Persons who, in the opinion of the
management  of  the  Company,  are  in  positions  which  enable  them  to  make
significant and  extraordinary  contributions  to the long-term  performance and
growth of the Company.  In selecting Employees and officers and Selected Persons
to whom Stock Options or Awards may be granted,  consideration shall be given to
factors  such as  employment  position,  duties and  responsibilities,  ability,
productivity,   length  of  service,   morale,   interest  in  the  Company  and
recommendations of supervisors.  No member of the Committee shall be eligible to
participate under the Plan or under any other Company plan if such participation
would   contravene   the   standard  of  paragraph   1.2.1  above   relating  to
"disinterested persons."

                  1.4  Shares Subject to the Plan.

     The maximum number of shares of Common Stock that may be issued pursuant to
the Plan shall be 5,000,000, subject to adjustment pursuant to the provisions of
paragraph  4.1. If shares of Common  Stock  awarded or issued under the Plan are
reacquired  by the Company due to a  forfeiture  or for any other  reason,  such
shares shall be cancelled and  thereafter  shall again be available for purposes
of the Plan.  If a Stock Option  expires,  terminates  or is  cancelled  for any
reason  without  having been  exercised in full,  the shares of Common Stock not
purchased thereunder shall again be available for purposes of the Plan.

         2.  PROVISIONS RELATING TO STOCK OPTIONS

                  2.1      Grants of Stock Options.

     The Committee may grant Stock Options in such amounts,  at such times,  and
to such  Employees  and  Selected  Persons  nominated by the  management  of the
Company as the  Committee,  in its  discretion,  may  determine.  Stock  Options
granted under the Plan shall  constitute  "incentive  stock options"  within the
meaning of Section 422 of the Code,  if so  designated  by the  Committee on the
date of grant.  The  Committee  shall also have the  discretion  to grant  Stock
Options which do not  constitute  incentive  stock  options,  and any such Stock
Options shall be designated  non-statutory stock options by the Committee on the
date of grant.  The aggregate  fair market value  (determined  as of the time an
incentive  stock  option is granted) of the Common  Stock with  respect to which
incentive  stock options are  exercisable  for the first time by any Employee or
Selected Person during any one calendar year (under all plans of the Company and
any parent or  Subsidiary  of the  Company)  may not exceed the  maximum  amount
permitted under Section 422 of the Code (currently  $100,000.00).  Non-statutory
stock  options  shall not be subject to the  limitations  relating to  incentive
stock options  contained in the preceding  sentence.  Each Stock Option shall be
evidenced by a written agreement (the "Option  Agreement") in a form approved by
the  Committee,  which  shall be  executed  on behalf of the  Company and by the
Employee or Selected Person to whom the Stock Option is granted, and which shall
be subject to the terms and  conditions of this Plan.  In the  discretion of the
Committee,  Stock  Options may include  provisions  (which need not be uniform),
authorized by the  Committee in its  discretion,  that  accelerate an Employee's
rights  to  exercise  Stock  Options  following  a  "Change  in  Control,"  upon
termination of such Employee employment by the Company without "Cause" or by the
Employee for "Good  Reason," as such terms are defined in paragraph  3.1 hereof.
The holder of a Stock  Option shall not be entitled to the  privileges  of stock
ownership as to any shares of Common Stock not actually issued to such holder.

                  2.2      Purchase Price.


     The purchase price (the "Exercise Price") of shares of Common Stock subject
to each Stock Option ("Option  Shares") shall equal the fair market value ("Fair
Market  Value")  of such  shares  on the  date of grant  of such  Stock  Option.
Notwithstanding the foregoing, the Exercise Price of Option Shares subject to an
incentive stock option granted to an Employee or Selected Person who at the time
of grant owns stock  possessing more than 10% of the total combined voting power
of all classes of stock of the Company or of any parent or  Subsidiary  shall be
at least  equal to 110% of the Fair  Market  Value of such shares on the date of
grant of such Stock Option.  The Fair Market Value of a share of Common Stock on
any date  shall  be  equal  to the  closing  price  (or if no  closing  price is
reported,  the average of the last bid and asked prices) of the Common Stock for
the last  preceding  day on which 5G s shares were  traded,  and the method for
determining the closing price shall be determined by the Committee.


                  2.3      Option Period.

     The Stock Option period (the "Term") shall commence on the date of grant of
the Stock Option and shall be ten years or such shorter  period as is determined
by the Committee.  Notwithstanding the foregoing, the Term of an incentive stock
option  granted to an Employee or Selected  Person who at the time of grant owns
stock possessing more than 10% of the total combined voting power of all classes
of stock of the  Company or of any parent or  Subsidiary  shall not exceed  five
years.  Each Stock Option shall provide that it is exercisable  over its term in
such  periodic  installments  as  the  Committee  in  its  sole  discretion  may
determine.  Such provisions need not be uniform.  Notwithstanding the foregoing,
but subject to the provisions of paragraphs 1.2.2 and 2.1, Stock Options granted
to Employees and Selected Persons who are subject to the reporting  requirements
of Section 16(a) of the Exchange Act ("Section 16 Reporting  Persons") shall not
be  exercisable  until at least six  months  and one day from the date the Stock
Option is granted.

                  2.4      Exercise of Options.

     2.4.1 Each Stock Option may be exercised in whole or in part (but not as to
fractional shares) by delivering it for surrender or endorsement to the Company,
attention of the Corporate  Secretary,  at the principal  office of the Company,
together with payment of the Exercise Price and an executed Notice and Agreement
of Exercise in the form prescribed by paragraph  2.4.2.  Payment may be made (i)
in cash, (ii) by cashier's or certified check,  (iii) by surrender of previously
owned shares of the Company's  Common Stock valued pursuant to paragraph 2.2 (if
the  Committee  authorizes  payment  in  stock  in  its  discretion),   (iv)  by
withholding  from the Option  Shares which would  otherwise be issuable upon the
exercise of the Stock  Option that number of Option  Shares  having an aggregate
fair market value  (determined in the manner  prescribed by paragraph 2.2) as of
the date of the exercise of the Stock Option equal to the exercise  price of the
Stock  Option,  if  such  withholding  is  authorized  by the  Committee  in its
discretion,  or (v) in the discretion of the  Committee,  by the delivery to the
Company of the optionee's promissory note secured by the Option Shares,  bearing
interest at a rate  sufficient  to prevent  the  imputation  of  interest  under
Sections 483 or 1274 of the Code,  and having such other terms and conditions as
may be satisfactory to the Committee.

     2.4.2  Exercise of each Stock Option is  conditioned  upon the agreement of
the Employee or Selected  Person to the terms and conditions of this Plan and of
such Stock Option as evidenced by the Employee's or Selected Persons  execution
and delivery of a Notice and Agreement of Exercise in a form to be determined by
the Committee in its discretion. Such Notice and Agreement of Exercise shall set
forth the  agreement  of the  Employee or Selected  Person  that:  (a) no Option
Shares will be sold or otherwise  distributed in violation of the Securities Act
of 1933  (the  "Securities  Act")  or any  other  applicable  federal  or  state
securities laws, (b) each Option Share certificate may be imprinted with legends
reflecting any applicable  federal and state  securities  law  restrictions  and
conditions, (c) the Company may comply with said securities law restrictions and
issue "stop transfer"  instructions to its Transfer Agent and Registrar  without
liability,  (d) if the  Employee  or Selected  Person is a Section 16  Reporting
Person,  said person will furnish to the Company a copy of each Form 4 or Form 5
filed by said  Employee  or  Selected  Person and will  timely  file all reports
required under federal  securities laws, and (e) the Employee or Selected Person
will  report  all sales of Option  Shares to the  Company  in  writing on a form
prescribed by the Company.

     2.4.3 No Stock Option shall be exercisable  unless and until any applicable
registration or qualification requirements of federal and state securities laws,
and all other legal  requirements,  have been fully  complied  with. The Company
will use  reasonable  efforts to maintain the  effectiveness  of a  Registration
Statement  under the Securities Act for the issuance of Stock Options and shares
acquired thereunder,  but there may be times when no such Registration Statement
will be currently  effective.  The exercise of Stock Options may be  temporarily
suspended   without   liability  to  the  Company  during  times  when  no  such
Registration  Statement is  currently  effective,  or during times when,  in the
reasonable  opinion of the Committee,  such  suspension is necessary to preclude
violation of any  requirements  of applicable  law or  regulatory  bodies having
jurisdiction  over the Company.  If any Stock Option would expire for any reason
except the end of its term  during such a  suspension,  then if exercise of such
Stock Option is duly tendered before its expiration,  such Stock Option shall be
exercisable and exercised (unless the attempted exercise is withdrawn) as of the
first day after the end of such suspension. The Company shall have no obligation
to file any Registration Statement covering resales of Option Shares.


                  2.5      Continuous Employment.

     Except as provided in paragraph  2.7 below,  an Employee may not exercise a
Stock Option unless from the date of grant to the date of exercise such Employee
remains  continuously  in the  employ  of the  Company.  For  purposes  of  this
paragraph  2.5,  the period of  continuous  employment  of an Employee  with the
Company  shall be deemed to  include  (without  extending  the term of the Stock
Option) any period  during  which such  Employee is on leave of absence with the
consent of the  Company,  provided  that such leave of absence  shall not exceed
three months and that such Employee  returns to the employ of the Company at the
expiration  of such leave of absence.  If such  Employee  fails to return to the
employ  of the  Company  at the  expiration  of  such  leave  of  absence,  such
Employee's employment with the Company shall be deemed terminated as of the date
such leave of absence commenced.  The continuous  employment of an Employee with
the  Company  shall  also be deemed to  include  any  period  during  which such
Employee is a member of the Armed  Forces of the United  States,  provided  that
such  Employee  returns  to the  employ of the  Company  within 90 days (or such
longer period as may be  prescribed  by law) from the date such  Employee  first
becomes  entitled to discharge.  If an Employee does not return to the employ of
the Company  within 90 days (or such longer  period as may be prescribed by law)
from the date such Employee first becomes entitled to discharge, such Employee's
employment  with the Company  shall be deemed to have  terminated as of the date
such Employee's military service ended.

                  2.6      Restrictions on Transfer.

     Each Stock Option  granted  under this Plan shall be  transferable  only by
will or the laws of descent and  distribution.  No  interest of any  Employee or
Selected  Person  under the Plan  shall be  subject  to  attachment,  execution,
garnishment,  sequestration,  the  laws of  bankruptcy  or any  other  legal  or
equitable  process.   Each  Stock  Option  granted  under  this  Plan  shall  be
exercisable  during an  Employee's  or Selected  Persons  lifetime only by such
Employee or Selected  Person or by such  Employee's  or Selected  Persons  legal
representative.


                  2.7      Termination of Employment.

     2.7.1 Upon an  Employee's  or Selected  Persons  Retirement,  Disability or
death,  (a) all Stock  Options to the extent then  presently  exercisable  shall
remain in full force and effect and may be exercised  pursuant to the provisions
thereof,  including  expiration  at the end of the fixed term  thereof,  and (b)
unless otherwise provided by the Committee,  all Stock Options to the extent not
then presently  exercisable by such Employee or Selected  Person shall terminate
as of the date of such  termination  of employment  and shall not be exercisable
thereafter.

     2.7.2 Upon the  termination  of the  employment  of an Employee or Selected
Person  with the  Company  for any reason  other than the  reasons  set forth in
paragraph  2.7.1  hereof,  (a) all Stock  Options to the extent  then  presently
exercisable by such Employee or Selected  Person shall remain  exercisable  only
for a period of 90 days after the date of such termination of employment (except
that the  90-day  period  shall be  extended  to 12  months if the  Employee  or
Selected  Person  shall die during such  90-day  period),  and may be  exercised
pursuant to the provisions thereof, including expiration at the end of the fixed
term thereof,  and (b) unless  otherwise  provided by the  Committee,  all Stock
Options  to the  extent  not then  presently  exercisable  by such  Employee  or
Selected Person shall terminate as of the date of such termination of employment
and shall not be exercisable thereafter.

                           2.7.3    For purposes of this Plan:

     (a) "Retirement"  shall mean an Employee's or Selected Persons  retirement
from the employ of the  Company on or after the date on which such  Employee  or
Selected Person attains the age of sixty-five (65) years; and

     (b) "Disability"  shall mean total and permanent  incapacity of an Employee
or Selected Person,  due to physical  impairment or legally  established  mental
incompetence,  to  perform  the usual  duties  of such  Employee's  or  Selected
Persons employment with the Company, which disability shall be determined:  (i)
on medical evidence by a licensed physician designated by the Committee, or (ii)
on evidence that the Employee or Selected  Person has become entitled to receive
primary benefits as a disabled  employee under the Social Security Act in effect
on the date of such disability.


         3.       PROVISIONS RELATING TO AWARDS

                  3.1      Grant of Awards.

     Subject to the  provisions of the Plan,  the Committee  shall have full and
complete authority, in its discretion,  but subject to the express provisions of
this Plan, to (i) grant Awards  pursuant to the Plan,  (ii) determine the number
of shares  of  Common  Stock  subject  to each  Award  ("Award  Shares"),  (iii)
determine the terms and conditions  (which need not be identical) of each Award,
including  the  consideration  (if any) to be paid by the  Employee  or Selected
Person for such Common Stock, which may, in the Committee's discretion,  consist
of the delivery of the Employee's or Selected  Persons  promissory  note meeting
the  requirements  of paragraph  2.4.1,  (iv)  establish and modify  performance
criteria  for  Awards,  and (v)  make  all of the  determinations  necessary  or
advisable with respect to Awards under the Plan. Each award under the Plan shall
consist of a grant of shares of Common  Stock  subject to a  restriction  period
(after which the restrictions  shall lapse),  which shall be a period commencing
on the date the award is granted and ending on such date as the Committee  shall
determine (the "Restriction Period"). The Committee may provide for the lapse of
restrictions in installments, for acceleration of the lapse of restrictions upon
the satisfaction of such performance or other criteria or upon the occurrence of
such events as the Committee shall  determine,  and for the early  expiration of
the Restriction Period upon an Employee's or Selected Persons death, Disability
or Retirement as defined in paragraph  2.7.3, or, following a Change of Control,
upon termination of an Employee's or Selected Persons employment by the Company
without  "Cause" or by the  Employee  or Selected  Person for "Good  Reason," as
those terms are defined herein. For purposes of this Plan:

     "Change of  Control"  shall be deemed to occur (a) on the date the  Company
first has actual  knowledge  that any  person (as such term is used in  Sections
13(d) and 14(d) (2) of the  Exchange  Act) has become the  beneficial  owner (as
defined in Rule 13(d)-3  under the Exchange  Act),  directly or  indirectly,  of
securities of the Company  representing 40% or more of the combined voting power
of  the  Company's  then  outstanding  securities,   or  (b)  on  the  date  the
shareholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in which the Company is not the surviving  corporation or in
which the  Company  survives  as a  subsidiary  of another  corporation,  (ii) a
consolidation  of the Company with any other  corporation,  or (iii) the sale or
disposition  of all or  substantially  all of the Company's  assets or a plan of
complete liquidation.

     "Cause," when used with  reference to  termination  of the employment of an
Employee or Selected Person by the Company for "Cause," shall mean:

     (a) the  individual's  continuing  wilful and material breach of his or her
duties to the Company after he or she receives a demand from the Chief Executive
of the  Company  specifying  the  manner  in  which he or she has  wilfully  and
materially  breached  such duties,  other than any such failure  resulting  from
Disability of the  individual or his or her  resignation  for "Good  Reason," as
defined herein; or

     (b) the conviction of a felony; or

     (c) the commission of fraud in the course of his or her employment with the
Company, such as embezzlement or other material and intentional violation of law
against the Company; or

     (d) the gross misconduct causing material harm to the Company.

     "Good  Reason"  shall  mean  any one or more  of the  following,  occurring
following or in connection  with a Change of Control and within 90 days prior to
the Employee's or Selected Persons resignation,  unless the Employee or Selected
Person shall have consented thereto in writing:

     (a) the assignment to the Employee of duties  inconsistent  with his or her
executive  status prior to the Change of Control or a substantive  change in the
officer or officers  to whom he or she  reports  from the officer or officers to
whom he or she reported immediately prior to the Change of Control; or

     (b) the  elimination  or  reassignment  of a  majority  of the  duties  and
responsibilities   that  were  assigned  to  the  Employee  or  Selected  Person
immediately prior to the Change of Control; or

     (c) a reduction by the Company in the  Employee's  annual base salary as in
effect immediately prior to the Change of Control; or

     (d) the  Company's  requiring  the Employee or Selected  Person to be based
anywhere  outside  a  35-mile  radius  from  his  or  her  place  of  employment
immediately  prior to the Change of Control,  except for required  travel on the
Company's business to an extent substantially  consistent with the Employee's or
Selected Persons business travel obligations  immediately prior to the Change of
Control; or

     (e) the failure of the Company to grant the  Employee a  performance  bonus
reasonably  equivalent to the same  percentage  of salary the Employee  normally
received  prior to the Change of Control,  given  comparable  performance by the
Company and the Employee; or

     (f)  the  failure  of the  Company  to  obtain  a  satisfactory  Assumption
Agreement  (as defined in paragraph  4.12 of the Plan) from a successor,  or the
failure of such successor to perform such Assumption Agreement.

                  3.2      Incentive Agreements.


     Each Award granted under the Plan shall be evidenced by a written agreement
(an  "Incentive  Agreement") in a form approved by the Committee and executed by
the  Company and the  Employee or Selected  Person to whom the Award is granted.
Each  Incentive  Agreement  shall be subject to the terms and  conditions of the
Plan and other such terms and conditions as the Committee may specify.

                  3.3      Waiver of Restrictions.

     The  Committee  may  modify or amend any Award  under the Plan or waive any
restrictions or conditions  applicable to such Awards;  provided,  however, that
the Committee may not undertake any such modifications, amendments or waivers if
the effect thereof materially increases the benefits to any Employee or Selected
Person,  or  adversely  affects the rights of any  Employee  or Selected  Person
without his or her consent.

                  3.4      Terms and Conditions of Awards.

     3.4.1 Upon  receipt of an Award of shares of Common  Stock  under the Plan,
even during the Restriction  Period, an Employee or Selected Person shall be the
holder of record of the shares  and shall  have all the rights of a  shareholder
with respect to such shares, subject to the terms and conditions of the Plan and
the Award.

     3.4.2  Except as  otherwise  provided in this  paragraph  3.4, no shares of
Common  Stock  received   pursuant  to  the  Plan  shall  be  sold,   exchanged,
transferred,   pledged,   hypothecated  or  otherwise  disposed  of  during  the
Restriction Period applicable to such shares. Any purported  disposition of such
Common Stock in violation of this paragraph 3.4.2 shall be null and void.

     3.4.3 If an  Employee's  or Selected  Persons  employment  with the Company
terminates  prior to the  expiration  of the  Restriction  Period  for an Award,
subject  to any  provisions  of the Award  with  respect  to the  Employee's  or
Selected  Persons  death,  Disability or Retirement,  or Change of Control,  all
shares of Common Stock  subject to the Award shall be  immediately  forfeited by
the Employee or Selected Person and reacquired by the Company,  and the Employee
or Selected  Person shall have no further  rights with respect to the Award.  In
the discretion of the Committee,  an Incentive  Agreement may provide that, upon
the  forfeiture by an Employee or Selected  Person of Award Shares,  the Company
shall repay to the Employee or Selected Person the  consideration (if any) which
the  Employee or Selected  Person paid for the Award  Shares on the grant of the
Award.  In the  discretion  of the  Committee,  an Incentive  Agreement may also
provide  that  such  repayment   shall  include  an  interest   factor  on  such
consideration  from  the  date of the  grant  of the  Award  to the date of such
repayment.

     3.4.4 The Committee may require under such terms and conditions as it deems
appropriate or desirable that (i) the  certificates  for Common Stock  delivered
under  the  Plan  are to be  held in  custody  by the  Company  or a  person  or
institution designated by the Company until the Restriction Period expires, (ii)
such  certificates  shall bear a legend  referring  to the  restrictions  on the
Common Stock  pursuant to the Plan,  and (iii) the  Employee or Selected  Person
shall have  delivered to the Company a stock power endorsed in blank relating to
the Common Stock.

         4.       MISCELLANEOUS PROVISIONS

                  4.1      Adjustments Upon Change in Capitalization.

     4.1.1 The number  and class of shares  subject  to each  outstanding  Stock
Option, the Exercise Price thereof (but not the total price), the maximum number
of Stock  Options  that may be granted  under the Plan,  the  minimum  number of
shares as to which a Stock  Option  may be  exercised  at any one time,  and the
number  and  class  of  shares  subject  to  each   outstanding   Award,   shall
be proportionately  adjusted  in the event of any  increase  or  decrease in the
number of the issued  shares of Common  Stock which  results  from a split-up or
consolidation  of shares,  payment of a stock dividend or dividends  exceeding a
total  of 5% for  which  the  record  dates  occur  in any one  fiscal  year,  a
recapitalization  (other than the conversion of convertible securities according
to their terms),  a combination of shares or other like capital  adjustment,  so
that (i) upon  exercise of the Stock  Option,  the  Employee or Selected  Person
shall  receive the number and class of shares such  Employee or Selected  Person
would have received had such Employee or Selected  Person been the holder of the
number of shares of Common Stock for which the Stock  Option is being  exercised
upon the date of such  change or  increase  or  decrease in the number of issued
shares of the  Company,  and (ii) upon the  lapse of  restrictions  of the Award
Shares,  the Employee or Selected  Person shall  receive the number and class of
shares such Employee or Selected Person would have received if the  restrictions
on the Award  Shares  had  lapsed  on the date of such  change  or  increase  or
decrease in the number of issued shares of the Company.


     4.1.2 Upon a  reorganization,  merger or  consolidation of the Company with
one  or  more  corporations  as a  result  of  which  5G is  not  the  surviving
corporation  or in which 5G survives  as a  wholly-owned  subsidiary  of another
corporation,  or upon a sale of all or substantially  all of the property of the
Company to another corporation,  or any dividend or distribution to shareholders
of  more  than  10%  of the  Company's  assets,  adequate  adjustment  or  other
provisions  shall be made by the Company or other party to such  transaction  so
that there shall remain  and/or be  substituted  for the Option Shares and Award
Shares  provided for herein,  the shares,  securities or assets which would have
been issuable or payable in respect of or in exchange for such Option Shares and
Award Shares then remaining,  as if the Employee or Selected Person had been the
owner of such shares as of the  applicable  date.  Any securities so substituted
shall be subject to similar successive adjustments.

                  4.2      Withholding Taxes.

     The  Company  shall  have the  right at the time of  exercise  of any Stock
Option,  the grant of an Award, or the lapse of restrictions on Award Shares, to
make adequate provision for any federal,  state, local or foreign taxes which it
believes  are or may be  required  by law to be  withheld  with  respect to such
exercise ("Tax Liability"), to ensure the payment of any such Tax Liability. The
Company may provide for the payment of any Tax Liability by any of the following
means or a combination of such means, as determined by the Committee in its sole
and absolute discretion in the particular case: (i) by requiring the Employee or
Selected  Person to tender a cash  payment to the Company,  (ii) by  withholding
from the Employee's salary or Selected  Persons  payment,  (iii) by withholding
from the Option  Shares which would  otherwise be issuable  upon exercise of the
Stock  Option,  or from the  Award  Shares  on  their  grant or date of lapse of
restrictions,  that number of Option  Shares or Award Shares having an aggregate
fair market value  (determined in the manner  prescribed by paragraph 2.2) as of
the date the  withholding  tax obligation  arises in an amount which is equal to
the  Employee's  or Selected  Persons Tax Liability or (iv) by any other method
deemed  appropriate  by the  Committee.  Satisfaction  of the Tax Liability of a
Section 16  Reporting  Person may be made by the method of payment  specified in
clause (iii) above only if the following two conditions are satisfied:

     (a) the  withholding  of Option  Shares or Award Shares and the exercise of
the related  Stock  Option occur at least six months and one day  following  the
date of grant of such Stock Option or Award; and

     (b) the  withholding  of  Option  Shares  or Award  Shares  is made  either
(i)pursuant to an irrevocable  election  ("Withholding  Election") made by such
Employee or Selected Person at least six months in advance of the withholding of
Options  Shares  or Award  Shares,  or (ii) on a day  within a  ten-day  "window
period" beginning on the third business day following the date of release of the
Company's quarterly or annual summary statement of sales and earnings.

     Anything herein to the contrary notwithstanding, a Withholding Election may
be disapproved by the Committee at any time.

                  4.3      Relationship to Other Employee Benefit Plans.

     Stock Options and Awards granted hereunder shall not be deemed to be salary
or other  compensation  to any  Employee or Selected  Person for purposes of any
pension,  thrift,  profit-sharing,  stock purchase or any other employee benefit
plan now maintained or hereafter adopted by the Company.

                  4.4      Amendments and Termination.

     The Board of Directors  may at any time  suspend,  amend or terminate  this
Plan. No amendment or modification  of this Plan may be adopted,  except subject
to  stockholder  approval,  which would:  (a)  materially  increase the benefits
accruing to Employees  or Selected  Persons and  officers  under this Plan,  (b)
materially increase the number of securities which may be issued under this Plan
(except for  adjustments  pursuant to paragraph 4.1 hereof),  or (c)  materially
modify the requirements as to eligibility for participation in the Plan.

                  4.5      Successors in Interest.

     The  provisions  of this Plan and the  actions  of the  Committee  shall be
binding upon all heirs,  successors and assigns of the Company and of Employees,
Selected Persons and officers.

                  4.6      Other Documents.

     All documents prepared,  executed or delivered in connection with this Plan
(including,  without  limitation,  Option  Agreements and Incentive  Agreements)
shall be, in substance and form, as  established  and modified by the Committee;
provided,  however, that all such documents shall be subject in every respect to
the provisions of this Plan, and in the event of any conflict  between the terms
of any such document and this Plan, the provisions of this Plan shall prevail.

                  4.7      No Obligation to Continue Employment.

     This Plan and  grants  hereunder  shall not impose  any  obligation  on the
Company to continue to employ any  Employee or  Selected  Person.  Moreover,  no
provision  of this Plan or any document  executed or delivered  pursuant to this
Plan shall be deemed modified in any way by any employment  contract  between an
Employee (or other employee) or Selected Person and the Company.

                  4.8      Misconduct of an Employee.


     Notwithstanding  any  other  provision  of this  Plan,  if an  Employee  or
Selected  Person  commits fraud or  dishonesty  toward the Company or wrongfully
uses or  discloses  any trade  secret,  confidential  data or other  information
proprietary to the Company,  or intentionally  takes any other action materially
inimical to the best  interests of the Company,  as determined by the Committee,
in its sole and absolute  discretion,  such individual  shall forfeit all rights
and benefits under this Plan.

                  4.9      Term of Plan.

     This Plan was  adopted by the Board  effective  October  2, 2001.  No Stock
Options or Awards may be granted under this Plan after October 1, 2011.

                  4.10     Governing Law.

     This Plan shall be construed in accordance  with, and governed by, the laws
of the State of Nevada.

                  4.11     Shareholder Approval.

     No Stock Option shall be  exercisable,  or Award granted,  unless and until
the  Shareholders  of the Company  have  approved  this Plan and all other legal
requirements have been fully complied with.

                  4.12     Assumption Agreements.

     The Company will require each  successor,  (direct or indirect,  whether by
purchase,  merger,  consolidation or otherwise),  to all or substantially all of
the business or assets of the Company,  prior to the  consummation  of each such
transaction,  to assume and agree to perform the terms and provisions  remaining
to be performed by the Company under each  Incentive  Agreement and Stock Option
and to preserve  the  benefits to the  Employees  and  officers and non employee
directors  thereunder.  Such  assumption  and agreement  shall be set forth in a
written  agreement  in form and  substance  satisfactory  to the  Committee  (an
"Assumption  Agreement"),  and shall  include such  adjustments,  if any, in the
application of the provisions of the Incentive  Agreements and Stock Options and
such additional provisions,  if any, as the Committee shall require and approve,
in order to  preserve  such  benefits  to the  Employees,  Selected  Persons and
officers.  Without  limiting the generality of the foregoing,  the Committee may
require an  Assumption  Agreement  to  include  satisfactory  undertakings  by a
successor:

     (a) to provide  liquidity to the Employees and Selected  Persons at the end
of the Restriction  Period  applicable to Common Stock awarded to them under the
Plan, or on the exercise of Stock Options;


     (b) if the succession  occurs before the expiration of any period specified
in the Incentive  Agreements for satisfaction of performance criteria applicable
to the Common Stock awarded  thereunder,  to refrain from  interfering  with the
Company's  ability to satisfy  such  performance  criteria or to agree to modify
such performance  criteria and/or waive any criteria that cannot be satisfied as
a result of the succession;

     (c) to require any future successor to enter into an Assumption  Agreement;
and

     (d) to take or refrain from taking such other  actions as the Committee may
require and approve, in its discretion.

The Committee referred to in this paragraph 4.12 is the Committee appointed by a
Board of Directors in office prior to the succession then under consideration.

                  4.13     Compliance With Rule 16B-3.

Transactions  under  the  Plan  are  intended  to  comply  with  all  applicable
conditions of Rule 16b-3. To the extent that any provision of the Plan or action
by the  Committee  fails to so comply,  it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.

IN WITNESS WHEREOF, this Plan has been executed effective
 as of the ____ day of November , 2001.

                                   5G WIRELESS COMMUNICATIONS, INC.



                                  By: /S/ Michael Tan
                                     Michael Tan
                                     President





         WARREN J. SOLOSKI


         CONSENT OF COUNSEL


     I consent  to the filing of this  opinion as an exhibit to any filing  made
with  the  Securities  and  Exchange  Commission  or  under  any  state or other
jurisdiction's  securities  act for the purposes of  registering,  qualifying or
establishing  eligibility for an exemption from registration or qualification of
the stock issued as described in the  Registration  Statement in connection with
the offering described therein.



            /s/  Warren J. Soloski
         Warren J. Soloski
         Special Counsel to 5G Wireless Communications, Inc.

     Randy Simpson, P. C., PC
         CERTIFIED PUBLIC ACCOUNTANTS  Letterhead

         CONSENT OF INDEPENDENT AUDITORS


     We  consent  to the  use in  this  Registration  Statement  of 5G  Wireless
Communications,  Inc.  on Form S-8 from our  report  relating  to the  financial
statements of 5G Wireless Communications,  Inc. for the year ending December 31,
2000.

            /s/         rtified Public Accountants
[{"type": "S-8", "sequence": "1", "filename": "sincentive.txt", "description": "EMPLOLYEE INCENTIVE PLAN", "secsgml_size_bytes": 72023}]
{"company-data": {"conformed-name": "5 G WIRELESS COMMUNICATIONS INC", "cik": "0001100748", "assigned-sic": "9995", "irs-number": "880441332", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-74826", "film-number": "1809940"}, "business-address": {"street1": "2921 N TENAYA WAY SUITE 218", "city": "LAS VEGAS", "state": "NV", "zip": "89128", "phone": "7029474877"}, "mail-address": {"street1": "2921 N TENAYA WAY SUITE 234", "city": "LAS VEGAS", "state": "NV", "zip": "89128"}, "former-company": {"former-conformed-name": "TESMARK INC", "date-changed": "19991209"}}
As filed with the Securities and Exchange Commission on November__, 2001

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

            5G WIRELESS COMMUNICATIONS, INC.(Formerly Tesmark, Inc.)
_____________________________________________________________________________
             (Exact name of registrant as specified in its charter)

      NEVADA                                 82-0351882
(State or other jurisdiction of             (I.R.S. Employer
incorporation or organization)              Identification No.)

                          EMPLOYEE STOCK INCENTIVE PLAN
  _____________________________________________________________________________
                            (Full title of the plan)

 Corporate Capital Formation, 2921 N. Tenaya Way, Suite 208, Carson City,
                                  Nevada 89128
                     (Name and Address of Agent for Service)

                                 (702) 214-8440
          (Telephone number including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

                                    Proposed     Proposed
                                    Maximum      Maximum
Title of Securities   Amount        Offering     Aggregate      Amount
Securities to be      Shares to be  Pre price    Offering       of Reg.
                      Registered    Share        Price          Fee1

$0.001par value Common
Stock                 5,000,000      $0.01       $ 50,000.00   $  12.50
Totals                5,000,000      $0.01       $ 50,000.00   $  12.50

________________________________________________________________________________

Total No. of pages: 33

ursuant to Rule 416(c) promulgated under the Securities Act of 1933, as amended,
the Registration  Statement also covers an indeterminate  amount of Shares to be
offered  or sold  as a  result  of any  adjustments  from  stock  splits,  stock
dividends or similar events.
    2 Based upon the average bid and asked prices of the Companys Common Stock
in  over-the-counter  trading on October 31,  2001.  Value stated for purpose of
calculating the registration fee.

                        5G WIRELESS COMMUNICATIONS, INC.
                           2921 Tenaya Way, Suite 216
                               Las Vegas NV 89128
                                 (702) 647-4877

                       (5,000,000 SHARES OF COMMON STOCK)

     This   Prospectus   relates   to  the  offer   and  sale  by  5G   Wireless
Communications,  Inc.,  ("FGWC"), a Nevada corporation ("the Company") of shares
of its $0.001 par value common stock (the "Common  Stock)  pursuant to its Stock
Incentive Plan where by certain  individuals  receive stock options to stimulate
their  involvement  and  continued  involvement  in the Company.  The Company is
registering  hereunder  and then issuing upon receipt of adequate  consideration
therefor to the Employee,  Officer,  Director or Consultant  5,000,000 shares of
the Common Stock in  consideration  for services  rendered and/or to be rendered
and payments made under the Stock Incentive Plan.

     The Common  Stock is not  subject to any  restriction  on  transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the  Securities Act of 1933 (the Act) may sell all or part of the
shares  in any way  permitted  by law  including  sales in the  over-the-counter
market  at  prices  prevailing  at the  time of  such  sale.  Shares  registered
hereunder are being sold to both affiliates and  non-affiliates  of the Company.
An affiliate is,  summarily,  any  director,  executive  officer or  controlling
shareholder of the Company.  The affiliates of the Company may become subject to
Section  16(b) of the  Securities  Exchange Act of 1934 as amended (the Exchange
Act) which would limit their  discretion in transferring  the shares acquired in
the Company.  If the individual who is not now an affiliate becomes an affiliate
of the  Company in the future;  he would then be subject to Section  I(b) of the
Exchange Act (See General Information --- Restrictions on Resale).

The Common Stock is Listed on the OTC bulletin board under the symbol FGWC.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE  COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

                 The date of this Prospectus is October 31. 2001

     This Prospectus is not part of any  Registration  Statement which was filed
and been effective  under the Securities Act of 1933 as amended (the  Securities
Act) and does not contain all of the information  set forth in the  Registration
Statement, certain portions of which have seen offered pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (The
Commission)  under the Securities  Act. The statements in this  Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the  Registration  Statement or other filings of the Company with the Commission
are qualified in their entirety by the reference thereto.

     A copy of any  document or part thereof  incorporated  by reference in this
Prospectus  but not  delivered  herewith will be furnished  without  charge upon
written  or  oral  request.   Requests  should  be  addressed  to:  5G  Wireless
Communications,  Inc.,  2921 North Tenaya Way,  Suite 216, Las Vegas,  NV 89128,
telephone (702) 647-4877.

     The Company is subject to the  reporting  requirements  of the Exchange Act
and in  accordance  therewith  files  reports  and  other  information  with the
Commission.  These  reports  as  well  as  the  proxy  statements,   information
statements and other information filed by the Company under the Exchange Act may
be reviewed  and copied at the public  reference  facilities  maintained  by the
Commission at 450 Fifth Street N.C. Washington D.C. 20549. Copies my be obtained
at the  prescribed  rates.  In  addition  the  Common  Stock is  quoted on the a
automated quotation system maintained by the National  Association of Securities
Dealers,   Inc.  (NASD).  Thus  copies  of  these  reports,   proxy  statements,
information statements and other information may also be examined at the offices
of the NASD at 1735 K Street N.C. Washington DC 20549.

     No  person  has  been  authorized  to give any  information  or to make any
representation,  other than those contained in this Prospectus,  and if given or
made, such other information or representation must not be relied upon as having
been authorized by the Company.  This Prospectus does not constitute an offer or
a  solicitation  by anyone in any state in which  such is not  authorized  or in
which  the  person  making  such  is not  qualified  or to any one to whom it is
unlawful to make an offer or solicitation

     Neither the delivery of this  Prospectus nor any sale made hereunder  shall
under any circumstances  create any implication that there has not been a change
in the affairs of the Company since the date hereof.

                                TABLE OF CONTENTS

PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1. PLAN lNFORMATION

GENERAL lNFORMATION
The Company
Purpose
Common Stock
The Consultant
No Restrictions on Transfer
Tax Treatment to the Consultant
Tax Treatment to the Company
Restrictions on Resales

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL
INFORMATION
Legal Opinion and Experts
Indemnification of Officers and Directors

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  lNCORPORATION OF DOCUMENTS BY REFERENCE
ITEM 4.  DESCRIPTION OF SECURITIES

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

ITEM 8.  EXHIBITS

ITEM 9.  UNDERTAKINGS

EXHIBIT INDEX

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.     Plan Information

GENERAL INFORMATION

The Company

     The Company has its principal  offices at 2921 North Tenaya Way, Suite 216,
Las Vegas, NV 89128, telephone (702) 647-4877.

Purposes

     The  Common  Stock  will be issued  by the  Company  pursuant  to its Stock
Incentive  Plan which has been approved by the Board of Directors of the Company
(the  "Board of  Directors").  The Stock  Incentive  Plan is hoped to  provide a
method  whereby the  Companys  current  employees and officers and non employee
directors and  consultants may be stimulated and allow the Company to secure and
retain  highly  qualified  employees,   officers,  directors  and  non  employee
directors and consultants,  thereby advancing the interests of the Company,  and
all of its shareholders. A copy of the Stock Incentive Plan has been filed as an
exhibit to this Registration
Statement.

Common Stock

     The Board has  authorized  the  issuance of up to  5,000,000  shares of the
Common stock pursuant to the Companys Stock  Incentive Plan upon  effectiveness
of this registration Statement.

The Company Stock Incentive Plan

     The Company has  established  a Stock  Incentive  Plan which  awards  stock
options in an effort to further  compensate its existing  employees and officers
and non employee directors and consultants,  secure their continued  employment,
and attract highly qualified employees and consultants as they are needed.

No Restrictions on Transfer

     Upon the exercise of an option,  that individual will become the record and
beneficial  owners of the shares of Common Stock upon  issuance and delivery and
are entitled to all of the rights of ownership,  including the right to vote any
shares awarded and to receive ordinary cash dividends on the Common Stock.

Tax Treatment to the Individual who exercises the option

     The individuals  receiving shares of common stock pursuant to the exercises
of an option or options at an exercise  price below the fair market value of the
shares on the date of exercise,  the  difference  between the exercise price and
the fair  market  value  of the  stock on the  date of  exercise  may be  deemed
ordinary  income for federal  income tax  purposes.  The  recipient  is urged to
consult  his tax  advisor  on  this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Tax Treatment to the Company

     The amount of income  recognized by any  recipient  hereunder in accordance
with the foregoing  discussion  may be an expense  deductible by the Company for
federal  income tax purposes of the taxable year of the Company during which the
recipient recognizes income.

Restrictions of Resales

     In the event that an  affiliate  of the Company  acquires  shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to the Company.  Services  rendered have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation under Section 16(b) of the exchange Act. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
common stock issued to  affiliates  is equal to the value of services  rendered.
Shares of common Stock acquired  hereunder by persons other than  affiliates are
not subject to Section 16(b) of the Exchange Act.

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

     The Company hereby  incorporates by reference (i) its annual report of Form
10-KSB for the year ended December 31, 2000, filed pursuant to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (10-QSB) filed under the Securities or
Exchange Act subsequent to any filed form 10-K (or 10-KSB), as well as all other
reports filed under Section 13 of the Exchange Act, and (iii) its annual report,
if any, to shareholders delivered pursuant to Rule 14a-3 of the Exchange Act. In
addition, all further documents filed by the Company pursuant to Section 13, 14,
or 15(d) of the  Exchange  Act prior to the  termination  of this  offering  are
deemed to be  incorporated  by reference  into this  Prospectus and to be a part
hereof from the date of filing.  All documents  which when together,  constitute
this  Prospectus,  will be sent or given to  participants  by the  Registrant as
specified by Rule 428(b)(1) of the Securities Act.

Item 2.  Registrant Information and Employee Plan Annual Information

     A copy of any  document or part hereof  incorporated  by  reference in this
Registration  Statement but not delivered  with this  Prospectus or any document
required to be delivered  pursuant to Rule 428(b) under the  Securities Act will
be furnished  without  charge upon written or oral request.  Requests  should be
addressed to: 5G Wireless  Communications,  Inc.,  2921 North Tenaya Way,  Suite
216, Las Vegas, NV 89128 telephone (702) 647-4877.

Legal Opinions and Experts

     Warren J. Soloski has rendered an opinion on the validity of the securities
being registered.  Mr. Soloski is not an "affiliate" of the Company and does not
have any interest in the registrant.

     The financial statements of 5G Wireless Communications,  Inc., incorporated
by reference in the  Company's  Annual Report (Form 10-KSB) for the period ended
December 31, 2000, have been audited by Randy Simpson,  P. C.,  Certified Public
Accountant,  independent  auditor,  as set  forth in their  report  incorporated
herein by reference  and are  incorporated  herein in reliance  upon such report
given upon the authority of the firm as experts in auditing and accounting.

Indemnification of Officers and Directors

     Insofar as indemnification of liabilities  arising under the Securities Act
may be permitted to directors, officers, or persons controlling the company, the
company  has  been  informed  that  in  the  opinion  of  the  commission   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

     Registrant  hereby  states that (i) all  documents set forth in (a) through
(c), below, are incorporated by reference in this  registration  statement,  and
(ii) all documents  subsequently filed by registrant  pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to
the filing of a  post-effective  amendment  which  indicates that all securities
offered  have been  sold or which  deregisters  all  securities  then  remaining
unsold,  shall be deemed to be  incorporated  by reference in this  registration
statement and to be a part hereof from the date of filing of such documents.

(a) Registrant's  latest Annual Report,  whether filed pursuant to Section 13(a)
or 15(d) of the Exchange Act;

(b) All other reports  filed  pursuant to Section 13(a) or 15(d) of the Exchange
Act since the end of the fiscal year covered by the annual report referred to in
(a), above; and

(c) The latest  prospectus  filed  pursuant to Rule 424(b) under the  Securities
Act.

Item 4.  Description of Securities

     No  description  of the class of  securities  (i.e.,  the  $0.001 par value
Common  Stock ) is  required  under  this  item  because  the  common  Stock  is
registered under Section 12 of the Exchange Act.

Item 5.  Interests of Named Experts and Counsel

     Mr.   Soloski,   whose  firm  is  rendering  the  legal  opinion  for  this
registration,  will not benefit from the  registration of shares under the terms
of the Stock Incentive Plan.

Item 6.  Indemnification of Directors and Officers

     The company's  by-laws,  in accordance  with the Nevada  Revised  Statutes,
provide that to the extent he/she is otherwise  fairly and  reasonably  entitled
thereto, the Company shall indemnify a Director or Officer, a former Director or
Officer, or a person who acts or acted at the Company's request as a Director or
Officer of a body corporate of which the  Corporation is or was a shareholder or
creditor (or a person who  undertakes or has  undertaken any liability on behalf
of  the   Company  or  any  such  body   corporate   and  his  heirs  and  legal
representatives,  against all costs,  charges and expenses,  including an amount
paid to settle an action or satisfy a  judgment,  reasonably  incurred by him in
respect of any civil,  criminal or administrative  action or proceeding to which
he is made a party by reason of being or having  been a  Director  or Officer of
the Company or such body corporate, if

(a) he acted honestly and in good faith with a view to the best interests of the
Company; and

(b) in the case of a criminal or  administrative  action or  proceeding  that is
enforced by a monetary penalty, he had reasonable grounds for believing that his
conduct was lawful.

The Nevada  Revised  Statutes  provide that  directors  shall not be  personally
liable to the Company or its  shareholders  for  monetary  damages for breach of
fiduciary  duty as a  director  except for  liability  (i) for any breach of the
directors' duty of loyalty to the Company or its shareholders,  (ii) for acts or
omissions  not in good  faith  or which  involved  intentional  misconduct  or a
knowing violation of law, (iii) for authorizing a distribution that is unlawful,
or (iv) for any transaction from which the director derived an improper personal
benefit.  Such  provision  protects  directors  against  personal  liability for
monetary damages for breaches of their duty of care.

The Company may purchase and maintain insurance for the benefit of its Directors
and Officers as such, as the Board of directors may from time to time determine.

Item 7.  Exemption from Registration Claimed

         Not Applicable.

Item 8.  Exhibits

     (a) The  following  exhibits  are  filed as part of this  S-8  registration
statement   pursuant  to  Item  601  of  Regulation  S-B  and  are  specifically
incorporated herein by this reference:

Exhibit No.                         Title

 4.                                 Not Applicable

 5.                                 Opinion of Warren J. Soloski
                                    regarding the legality of the
                                    securities registered.

10.                                 Stock Incentive Plan.

15.                                 Not Required

23.1                                Consent  of Warren J.  Soloski,  special
                                    counsel to  registrant,  to the use of his
                                    opinion  with respect to the legality of
                                    the securities being  registered  hereby
                                    and to the references to him in
                                    the Prospectus filed as a part hereof.

23.2                                Consent of Randy Simpson P.C., Certified
                                    Public Accountant.

27.                                 Not Required

28.                                 Not Required

29.                                 Not Required

Item 9.  Undertakings

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors,  officers and  controlling  persons of registrant
pursuant to the foregoing provisions, or otherwise,  registrant has been advised
that  in  the  opinion  of  the   Securities   and  Exchange   Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is  therefore  unenforceable.  If  a  claim  for  indemnification  against  such
liabilities  (other than the payment by registrant of expenses  incurred or paid
by a director,  officer or  controlling  person of registrant in the  successful
defense of any action, suit or proceeding) is asserted by such director, officer
or  controlling  person in  connection  with the  securities  being  registered,
registrant  will,  unless in the  opinion  of its  counsel  the  matter has been
settled by controlling precedent,  submit to a court of appropriate jurisdiction
the question whether such  indemnification is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.

         Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this registration statement to:

     (i) include any prospectus  required by Section  10(a)(3) of the Securities
Act;

     (ii)  reflect  in the  prospectus  any  facts or events  arising  after the
effective date of the registration  statement (or the most recent post-effective
amendment  thereof)  which,  individually  or in  the  aggregate,  represents  a
fundamental  change in the information set forth in the registration  statement;
and

     (iii)  include  any  material  information  with  respect  to the  plan  of
distribution  not  previously  disclosed  in the  registration  statement or any
material change to such information in the registration statement.

     provided,  however,  paragraphs  (i)  and  (ii)  shall  not  apply  if  the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is  incorporated  by reference  from  periodic  reports filed by the
registrant small business issuer under the Exchange Act.

     (2) That, for the purpose of determining any liability under the Securities
Act, each post-effective amendment to the registration statement shall be deemed
to be a new registration  statement  relating to the securities  offered therein
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

     (3) To remove from registration by means of a post-effective  amendment any
of the securities being registered which remain unsold at the termination of the
offering.

     (4) To deliver or cause to be delivered with the prospectus, to each person
to whom the  prospectus  is sent or given,  the latest annual report to security
holders  that is  incorporated  by  reference in the  prospectus  and  furnished
pursuant to and meeting the  requirements  of Rule 14a-3 or Rule 14c-3 under the
Securities  Exchange  Act of 1934;  and,  where  interim  financial  information
required to be presented by Article 3 of Regulation  S-X is not set forth in the
prospectus,  to  deliver,  or cause to be  delivered  to each person to whom the
prospectus is sent or given,  the latest  quarterly  report that is specifically
incorporated  by reference in the  prospectus to provide such interim  financial
information.

     Registrant   hereby  undertakes  that,  for  purposes  of  determining  any
liability under the Securities Act of 1933,  each filing of registrant's  annual
report  pursuant  to Section  13(a) of the  Securities  Act of 1934 (and,  where
applicable,  each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities  Exchange Act of 1934) that is  incorporated  by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities  offered therein,  and the offering of such
Securities  at that time shall be deemed to be the  initial  bona fide  offering
thereof.

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on  its  behalf  by  the  undersigned  thereunto  duly
authorized in the City of Las Vegas, NV on the day of November, 2001.

                                 5G WIRELESS COMMUNICATIONS, INC.
                                 (Registrant)

                                 By:    /s/ Michael Tan
                                            Michael Tan, President

Pursuant to the  requirements  of the 1933 Act, this  registration  statement or
amendment has been signed by the following  persons in the capacities and on the
dates indicated:

   Signatures            Title                         Date

/s/ Michael Tan          President                     November __, 2001
    Michael Tan          Director

/s/ Allen Schwabe        Secretary/Treasurer           November __, 2001
    Allen Schwabe        Director

/s/ Richard Lajeunesse   Chief Technology Officer      November __, 2001
    Richard Lajeunesse

        FORM S-8 REGISTRATION STATEMENT

         EXHIBIT INDEX

     The  following  Exhibits are filed as part of this  registration  statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

Exhibit Number
In Registration
Statement          Descriptions                  Numbered Page
_______________________________________________________________________________

 5.               Opinion of Counsel                 15

10.               Stock Incentive
                  Plan                               17

23.1              Consent of Warren J. Soloski       32

23.2              Consent of Randy Simpson, P. C.,   33
                  Certified Public Accountant

Michael Tan, President
5G Wireless Communications, Inc.
2921 N. Tenaya Way, Suite 216
Las Vegas, NV 89128

         Re:  Legal Opinion for S-8 Registration Statement

Dear Mr. Tan:

     At your request,  I have examined the form of Registration  Statement which
5G Wireless  Communications,  Inc. (the "Company") is filing with the Securities
and  Exchange  Commission,  on  Form  S-8  (the  "Registration  Statement"),  in
connection with the  registration  under the Securities Act of 1933, as amended,
of 5,000,000  shares of your Common  Stock (the  "Stock")  issuable  pursuant to
satisfaction  of conditions set forth in the Stock Incentive Plan of the Company
(the "Stock Incentive Plan").

     In rendering  the following  opinion,  I have examined and relied only upon
the documents,  and certificates of officers and directors of the Company as are
specifically described below. In my examination,  I have assumed the genuineness
of all signatures, the authenticity,  accuracy and completeness of the documents
submitted to me as originals,  and the conformity with the original documents of
all  documents  submitted  to me as copies.  My  examination  was limited to the
following documents and no others:

     1. Certificate of Incorporation of the Company, as amended to date;

     2. Bylaws of the Company, as amended to date;

     3. Resolutions adopted by the Board of Directors of the Company authorizing
entry into a Stock Incentive Plan;

         4.       The Registration Statement;

     5. The Stock  Incentive  Plan which the shares are being  registered in the
Registration Statement.

     I have  not  undertaken,  nor do I intend  to  undertake,  any  independent
investigation  beyond such  documents and records,  or to verify the adequacy or
accuracy of such  documents  and  records.  Based upon the  foregoing,  it is my
opinion  that:  (i) the Stock to be  issued  under the  agreements,  subject  to
effectiveness of the Registration  Statement and compliance with applicable blue
sky laws, and pursuant to the Stock  Incentive Plan in accordance with the Stock
Incentive  Plan  as  contemplated,   when  issued,  will  be  duly  and  validly
authorized, fully paid and non-assessable;  and (ii) no consent, approval, order
or authorization of any regulatory  board,  agency,  or  instrumentality  having
jurisdiction over the Company or its properties  (other than registration  under
the Act or  qualification  under state  securities or Blue Sky laws or clearance
from the NASD) is required for the valid authorization, issuance and delivery of
the  Stock,  or, if  required,  it has been  obtained  and is in full  force and
effect.

     I express no opinion as to  compliance  with the  securities  or "blue sky"
laws of any state in which the stock  delivered  pursuant to the Stock Incentive
Plan is  proposed  to be offered  and sold or as to the  effect,  if any,  which
non-compliance  with such laws might have on the  validity  of  issuance  of the
stock.

     I consent  to the filing of this  opinion as an exhibit to any filing  made
with  the  Securities  and  Exchange  Commission  or  under  any  state or other
jurisdiction's  securities  act for the purposes of  registering,  qualifying or
establishing  eligibility for an exemption from registration or qualification of
the stock issued as described in the  Registration  Statement in connection with
the  offering  described  therein.  Other  than  as  provided  in the  preceding
sentence,  this opinion (i) is addressed  solely to you,  (ii) may not be relied
upon by any other party, (iii) covers only matters of federal law and nothing in
this  opinion  shall be deemed to imply any  opinion  related to the laws of any
other jurisdiction,  (iv) may not be quoted or reproduced or delivered by you to
any  Other  person,  and (v) may  not be  relied  upon  for  any  other  purpose
whatsoever.  Nothing in this opinion  shall be deemed to relate to or constitute
an opinion concerning any matters not specifically set forth above.

     By giving you this opinion and consent,  I do not admit that I am an expert
with respect to any part of the Registration Statement within the meaning of the
term "expert" as used in Section 11 of the  Securities  Act of 1993, as amended,
or  the  Rules  and  Regulations  of  the  Securities  and  Exchange  Commission
promulgated thereunder.

     The  information  set  forth  herein  is as of the date of this  letter.  I
disclaim  any  undertaking  to advise you of changes  which may be brought to my
attention after the effective date of the Registration Statement.

Very truly yours,

   /s/  Warren J. Soloski
Warren J. Soloski

 STOCK INCENTIVE PLAN

         5G WIRELESS COMMUNICATIONS, INC. 2001 STOCK INCENTIVE PLAN

         1.  GENERAL PROVISIONS

                  1.1  Purpose.

     The 2001 Stock Incentive Plan (the "Plan") is intended to allow  designated
officers  and  employees  (all of whom are  sometimes  collectively  referred to
herein as "Employees") and certain  Non-Employee  Directors and Consultants (all
of whom are  sometimes  collectively  referred to as  Selected  Persons) of 5G
Wireless Communications, Inc. ("5G) and its Subsidiaries which it may have from
time to time (5G and such  Subsidiaries are referred to herein as the "Company")
to receive certain options ("Stock Options") to purchase 5G common stock, $0.001
par value  ("Common  Stock"),  and to receive  grants of Common Stock subject to
certain  restrictions  ("Awards").  As used in this Plan, the term  "Subsidiary"
shall mean each corporation which is a "subsidiary corporation" of 5G within the
meaning of Section 424(f) of the Internal  Revenue Code of 1986, as amended (the
"Code").  The main  purpose of this Plan is to provide  Employees  and  Selected
Persons  with  equity-based  compensation  incentives  to make  significant  and
extraordinary  contributions  to the  long-term  performance  and  growth of the
Company, and to attract and retain Employees and Selected Persons of exceptional
ability.

                  1.2      Administration.

     1.2.1 The Plan shall be  administered  by the  Compensation  Committee (the
"Committee")  of, or appointed  by, the Board of Directors of 5G (the  "Board").
Each member of the Committee shall be a  "disinterested  person" as that term is
defined in Rule 16b-3 promulgated by the Securities and Exchange Commission (the
"Commission")  pursuant to the  Securities  Exchange Act of 1934 (the  "Exchange
Act"),  but no action of the Committee  shall be invalid if this  requirement is
not met. The Committee shall select one of its members as Chairman and shall act
by vote of a majority of a quorum, or by unanimous  written consent.  A majority
of its members shall constitute a quorum. The Committee shall be governed by the
provisions of 5G By-Laws and of Nevada law  applicable  to the Board,  except as
otherwise provided herein or determined by the Board.

     1.2.2  The  Committee  shall  have  full  and  complete  authority,  in its
discretion,  but  subject to the express  provisions  of the Plan to approve the
Employees and Selected Persons  nominated by the management of the Company to be
granted  Awards or Stock  Options;  to  determine  the number of Awards or Stock
Options to be granted to an Employee or Selected  Person;  to determine the time
or times at which Awards or Stock  Options  shall be granted;  to establish  the
terms and  conditions  upon which Awards or Stock Options may be  exercised;  to
remove or adjust any  restrictions  and conditions upon Awards or Stock Options;
to specify, at the time of grant, provisions relating to exercisability of Stock
Options and to accelerate or otherwise  modify the  exercisability  of any Stock
Options;  and to  adopt  such  rules  and  regulations  and to  make  all  other
determinations deemed necessary or desirable for the administration of the Plan.
All interpretations  and constructions of the Plan by the Committee,  and all of
its actions  hereunder,  shall be binding and  conclusive on all persons for all
purposes.

     1.2.3  The  Company  hereby  agrees to  indemnify  and hold  harmless  each
Committee  member and each employee of the Company,  and the estate and heirs of
such Committee member or employee,  against all claims,  liabilities,  expenses,
penalties,  damages or other pecuniary losses,  including legal fees, which such
Committee member or employee,  his or her estate or heirs may suffer as a result
of his or her  responsibilities,  obligations  or duties in connection  with the
Plan, to the extent that  insurance,  if any, does not cover the payment of such
items. No member of the Committee or the Board shall be liable for any action or
determination  made in good faith with respect to the Plan or any Award or Stock
Option granted pursuant to the Plan.

                  1.3      Eligibility and Participation.

     Employees  eligible  under the Plan shall be approved by the Committee from
those  Employees  and officers  and Selected  Persons who, in the opinion of the
management  of  the  Company,  are  in  positions  which  enable  them  to  make
significant and  extraordinary  contributions  to the long-term  performance and
growth of the Company.  In selecting Employees and officers and Selected Persons
to whom Stock Options or Awards may be granted,  consideration shall be given to
factors  such as  employment  position,  duties and  responsibilities,  ability,
productivity,   length  of  service,   morale,   interest  in  the  Company  and
recommendations of supervisors.  No member of the Committee shall be eligible to
participate under the Plan or under any other Company plan if such participation
would   contravene   the   standard  of  paragraph   1.2.1  above   relating  to
"disinterested persons."

                  1.4  Shares Subject to the Plan.

     The maximum number of shares of Common Stock that may be issued pursuant to
the Plan shall be 5,000,000, subject to adjustment pursuant to the provisions of
paragraph  4.1. If shares of Common  Stock  awarded or issued under the Plan are
reacquired  by the Company due to a  forfeiture  or for any other  reason,  such
shares shall be cancelled and  thereafter  shall again be available for purposes
of the Plan.  If a Stock Option  expires,  terminates  or is  cancelled  for any
reason  without  having been  exercised in full,  the shares of Common Stock not
purchased thereunder shall again be available for purposes of the Plan.

         2.  PROVISIONS RELATING TO STOCK OPTIONS

                  2.1      Grants of Stock Options.

     The Committee may grant Stock Options in such amounts,  at such times,  and
to such  Employees  and  Selected  Persons  nominated by the  management  of the
Company as the  Committee,  in its  discretion,  may  determine.  Stock  Options
granted under the Plan shall  constitute  "incentive  stock options"  within the
meaning of Section 422 of the Code,  if so  designated  by the  Committee on the
date of grant.  The  Committee  shall also have the  discretion  to grant  Stock
Options which do not  constitute  incentive  stock  options,  and any such Stock
Options shall be designated  non-statutory stock options by the Committee on the
date of grant.  The aggregate  fair market value  (determined  as of the time an
incentive  stock  option is granted) of the Common  Stock with  respect to which
incentive  stock options are  exercisable  for the first time by any Employee or
Selected Person during any one calendar year (under all plans of the Company and
any parent or  Subsidiary  of the  Company)  may not exceed the  maximum  amount
permitted under Section 422 of the Code (currently  $100,000.00).  Non-statutory
stock  options  shall not be subject to the  limitations  relating to  incentive
stock options  contained in the preceding  sentence.  Each Stock Option shall be
evidenced by a written agreement (the "Option  Agreement") in a form approved by
the  Committee,  which  shall be  executed  on behalf of the  Company and by the
Employee or Selected Person to whom the Stock Option is granted, and which shall
be subject to the terms and  conditions of this Plan.  In the  discretion of the
Committee,  Stock  Options may include  provisions  (which need not be uniform),
authorized by the  Committee in its  discretion,  that  accelerate an Employee's
rights  to  exercise  Stock  Options  following  a  "Change  in  Control,"  upon
termination of such Employee employment by the Company without "Cause" or by the
Employee for "Good  Reason," as such terms are defined in paragraph  3.1 hereof.
The holder of a Stock  Option shall not be entitled to the  privileges  of stock
ownership as to any shares of Common Stock not actually issued to such holder.

                  2.2      Purchase Price.

     The purchase price (the "Exercise Price") of shares of Common Stock subject
to each Stock Option ("Option  Shares") shall equal the fair market value ("Fair
Market  Value")  of such  shares  on the  date of grant  of such  Stock  Option.
Notwithstanding the foregoing, the Exercise Price of Option Shares subject to an
incentive stock option granted to an Employee or Selected Person who at the time
of grant owns stock  possessing more than 10% of the total combined voting power
of all classes of stock of the Company or of any parent or  Subsidiary  shall be
at least  equal to 110% of the Fair  Market  Value of such shares on the date of
grant of such Stock Option.  The Fair Market Value of a share of Common Stock on
any date  shall  be  equal  to the  closing  price  (or if no  closing  price is
reported,  the average of the last bid and asked prices) of the Common Stock for
the last  preceding  day on which 5G s shares were  traded,  and the method for
determining the closing price shall be determined by the Committee.

                  2.3      Option Period.

     The Stock Option period (the "Term") shall commence on the date of grant of
the Stock Option and shall be ten years or such shorter  period as is determined
by the Committee.  Notwithstanding the foregoing, the Term of an incentive stock
option  granted to an Employee or Selected  Person who at the time of grant owns
stock possessing more than 10% of the total combined voting power of all classes
of stock of the  Company or of any parent or  Subsidiary  shall not exceed  five
years.  Each Stock Option shall provide that it is exercisable  over its term in
such  periodic  installments  as  the  Committee  in  its  sole  discretion  may
determine.  Such provisions need not be uniform.  Notwithstanding the foregoing,
but subject to the provisions of paragraphs 1.2.2 and 2.1, Stock Options granted
to Employees and Selected Persons who are subject to the reporting  requirements
of Section 16(a) of the Exchange Act ("Section 16 Reporting  Persons") shall not
be  exercisable  until at least six  months  and one day from the date the Stock
Option is granted.

                  2.4      Exercise of Options.

     2.4.1 Each Stock Option may be exercised in whole or in part (but not as to
fractional shares) by delivering it for surrender or endorsement to the Company,
attention of the Corporate  Secretary,  at the principal  office of the Company,
together with payment of the Exercise Price and an executed Notice and Agreement
of Exercise in the form prescribed by paragraph  2.4.2.  Payment may be made (i)
in cash, (ii) by cashier's or certified check,  (iii) by surrender of previously
owned shares of the Company's  Common Stock valued pursuant to paragraph 2.2 (if
the  Committee  authorizes  payment  in  stock  in  its  discretion),   (iv)  by
withholding  from the Option  Shares which would  otherwise be issuable upon the
exercise of the Stock  Option that number of Option  Shares  having an aggregate
fair market value  (determined in the manner  prescribed by paragraph 2.2) as of
the date of the exercise of the Stock Option equal to the exercise  price of the
Stock  Option,  if  such  withholding  is  authorized  by the  Committee  in its
discretion,  or (v) in the discretion of the  Committee,  by the delivery to the
Company of the optionee's promissory note secured by the Option Shares,  bearing
interest at a rate  sufficient  to prevent  the  imputation  of  interest  under
Sections 483 or 1274 of the Code,  and having such other terms and conditions as
may be satisfactory to the Committee.

     2.4.2  Exercise of each Stock Option is  conditioned  upon the agreement of
the Employee or Selected  Person to the terms and conditions of this Plan and of
such Stock Option as evidenced by the Employee's or Selected Persons  execution
and delivery of a Notice and Agreement of Exercise in a form to be determined by
the Committee in its discretion. Such Notice and Agreement of Exercise shall set
forth the  agreement  of the  Employee or Selected  Person  that:  (a) no Option
Shares will be sold or otherwise  distributed in violation of the Securities Act
of 1933  (the  "Securities  Act")  or any  other  applicable  federal  or  state
securities laws, (b) each Option Share certificate may be imprinted with legends
reflecting any applicable  federal and state  securities  law  restrictions  and
conditions, (c) the Company may comply with said securities law restrictions and
issue "stop transfer"  instructions to its Transfer Agent and Registrar  without
liability,  (d) if the  Employee  or Selected  Person is a Section 16  Reporting
Person,  said person will furnish to the Company a copy of each Form 4 or Form 5
filed by said  Employee  or  Selected  Person and will  timely  file all reports
required under federal  securities laws, and (e) the Employee or Selected Person
will  report  all sales of Option  Shares to the  Company  in  writing on a form
prescribed by the Company.

     2.4.3 No Stock Option shall be exercisable  unless and until any applicable
registration or qualification requirements of federal and state securities laws,
and all other legal  requirements,  have been fully  complied  with. The Company
will use  reasonable  efforts to maintain the  effectiveness  of a  Registration
Statement  under the Securities Act for the issuance of Stock Options and shares
acquired thereunder,  but there may be times when no such Registration Statement
will be currently  effective.  The exercise of Stock Options may be  temporarily
suspended   without   liability  to  the  Company  during  times  when  no  such
Registration  Statement is  currently  effective,  or during times when,  in the
reasonable  opinion of the Committee,  such  suspension is necessary to preclude
violation of any  requirements  of applicable  law or  regulatory  bodies having
jurisdiction  over the Company.  If any Stock Option would expire for any reason
except the end of its term  during such a  suspension,  then if exercise of such
Stock Option is duly tendered before its expiration,  such Stock Option shall be
exercisable and exercised (unless the attempted exercise is withdrawn) as of the
first day after the end of such suspension. The Company shall have no obligation
to file any Registration Statement covering resales of Option Shares.

                  2.5      Continuous Employment.

     Except as provided in paragraph  2.7 below,  an Employee may not exercise a
Stock Option unless from the date of grant to the date of exercise such Employee
remains  continuously  in the  employ  of the  Company.  For  purposes  of  this
paragraph  2.5,  the period of  continuous  employment  of an Employee  with the
Company  shall be deemed to  include  (without  extending  the term of the Stock
Option) any period  during  which such  Employee is on leave of absence with the
consent of the  Company,  provided  that such leave of absence  shall not exceed
three months and that such Employee  returns to the employ of the Company at the
expiration  of such leave of absence.  If such  Employee  fails to return to the
employ  of the  Company  at the  expiration  of  such  leave  of  absence,  such
Employee's employment with the Company shall be deemed terminated as of the date
such leave of absence commenced.  The continuous  employment of an Employee with
the  Company  shall  also be deemed to  include  any  period  during  which such
Employee is a member of the Armed  Forces of the United  States,  provided  that
such  Employee  returns  to the  employ of the  Company  within 90 days (or such
longer period as may be  prescribed  by law) from the date such  Employee  first
becomes  entitled to discharge.  If an Employee does not return to the employ of
the Company  within 90 days (or such longer  period as may be prescribed by law)
from the date such Employee first becomes entitled to discharge, such Employee's
employment  with the Company  shall be deemed to have  terminated as of the date
such Employee's military service ended.

                  2.6      Restrictions on Transfer.

     Each Stock Option  granted  under this Plan shall be  transferable  only by
will or the laws of descent and  distribution.  No  interest of any  Employee or
Selected  Person  under the Plan  shall be  subject  to  attachment,  execution,
garnishment,  sequestration,  the  laws of  bankruptcy  or any  other  legal  or
equitable  process.   Each  Stock  Option  granted  under  this  Plan  shall  be
exercisable  during an  Employee's  or Selected  Persons  lifetime only by such
Employee or Selected  Person or by such  Employee's  or Selected  Persons  legal
representative.

                  2.7      Termination of Employment.

     2.7.1 Upon an  Employee's  or Selected  Persons  Retirement,  Disability or
death,  (a) all Stock  Options to the extent then  presently  exercisable  shall
remain in full force and effect and may be exercised  pursuant to the provisions
thereof,  including  expiration  at the end of the fixed term  thereof,  and (b)
unless otherwise provided by the Committee,  all Stock Options to the extent not
then presently  exercisable by such Employee or Selected  Person shall terminate
as of the date of such  termination  of employment  and shall not be exercisable
thereafter.

     2.7.2 Upon the  termination  of the  employment  of an Employee or Selected
Person  with the  Company  for any reason  other than the  reasons  set forth in
paragraph  2.7.1  hereof,  (a) all Stock  Options to the extent  then  presently
exercisable by such Employee or Selected  Person shall remain  exercisable  only
for a period of 90 days after the date of such termination of employment (except
that the  90-day  period  shall be  extended  to 12  months if the  Employee  or
Selected  Person  shall die during such  90-day  period),  and may be  exercised
pursuant to the provisions thereof, including expiration at the end of the fixed
term thereof,  and (b) unless  otherwise  provided by the  Committee,  all Stock
Options  to the  extent  not then  presently  exercisable  by such  Employee  or
Selected Person shall terminate as of the date of such termination of employment
and shall not be exercisable thereafter.

                           2.7.3    For purposes of this Plan:

     (a) "Retirement"  shall mean an Employee's or Selected Persons  retirement
from the employ of the  Company on or after the date on which such  Employee  or
Selected Person attains the age of sixty-five (65) years; and

     (b) "Disability"  shall mean total and permanent  incapacity of an Employee
or Selected Person,  due to physical  impairment or legally  established  mental
incompetence,  to  perform  the usual  duties  of such  Employee's  or  Selected
Persons employment with the Company, which disability shall be determined:  (i)
on medical evidence by a licensed physician designated by the Committee, or (ii)
on evidence that the Employee or Selected  Person has become entitled to receive
primary benefits as a disabled  employee under the Social Security Act in effect
on the date of such disability.

         3.       PROVISIONS RELATING TO AWARDS

                  3.1      Grant of Awards.

     Subject to the  provisions of the Plan,  the Committee  shall have full and
complete authority, in its discretion,  but subject to the express provisions of
this Plan, to (i) grant Awards  pursuant to the Plan,  (ii) determine the number
of shares  of  Common  Stock  subject  to each  Award  ("Award  Shares"),  (iii)
determine the terms and conditions  (which need not be identical) of each Award,
including  the  consideration  (if any) to be paid by the  Employee  or Selected
Person for such Common Stock, which may, in the Committee's discretion,  consist
of the delivery of the Employee's or Selected  Persons  promissory  note meeting
the  requirements  of paragraph  2.4.1,  (iv)  establish and modify  performance
criteria  for  Awards,  and (v)  make  all of the  determinations  necessary  or
advisable with respect to Awards under the Plan. Each award under the Plan shall
consist of a grant of shares of Common  Stock  subject to a  restriction  period
(after which the restrictions  shall lapse),  which shall be a period commencing
on the date the award is granted and ending on such date as the Committee  shall
determine (the "Restriction Period"). The Committee may provide for the lapse of
restrictions in installments, for acceleration of the lapse of restrictions upon
the satisfaction of such performance or other criteria or upon the occurrence of
such events as the Committee shall  determine,  and for the early  expiration of
the Restriction Period upon an Employee's or Selected Persons death, Disability
or Retirement as defined in paragraph  2.7.3, or, following a Change of Control,
upon termination of an Employee's or Selected Persons employment by the Company
without  "Cause" or by the  Employee  or Selected  Person for "Good  Reason," as
those terms are defined herein. For purposes of this Plan:

     "Change of  Control"  shall be deemed to occur (a) on the date the  Company
first has actual  knowledge  that any  person (as such term is used in  Sections
13(d) and 14(d) (2) of the  Exchange  Act) has become the  beneficial  owner (as
defined in Rule 13(d)-3  under the Exchange  Act),  directly or  indirectly,  of
securities of the Company  representing 40% or more of the combined voting power
of  the  Company's  then  outstanding  securities,   or  (b)  on  the  date  the
shareholders of the Company approve (i) a merger of the Company with or into any
other  corporation  in which the Company is not the surviving  corporation or in
which the  Company  survives  as a  subsidiary  of another  corporation,  (ii) a
consolidation  of the Company with any other  corporation,  or (iii) the sale or
disposition  of all or  substantially  all of the Company's  assets or a plan of
complete liquidation.

     "Cause," when used with  reference to  termination  of the employment of an
Employee or Selected Person by the Company for "Cause," shall mean:

     (a) the  individual's  continuing  wilful and material breach of his or her
duties to the Company after he or she receives a demand from the Chief Executive
of the  Company  specifying  the  manner  in  which he or she has  wilfully  and
materially  breached  such duties,  other than any such failure  resulting  from
Disability of the  individual or his or her  resignation  for "Good  Reason," as
defined herein; or

     (b) the conviction of a felony; or

     (c) the commission of fraud in the course of his or her employment with the
Company, such as embezzlement or other material and intentional violation of law
against the Company; or

     (d) the gross misconduct causing material harm to the Company.

     "Good  Reason"  shall  mean  any one or more  of the  following,  occurring
following or in connection  with a Change of Control and within 90 days prior to
the Employee's or Selected Persons resignation,  unless the Employee or Selected
Person shall have consented thereto in writing:

     (a) the assignment to the Employee of duties  inconsistent  with his or her
executive  status prior to the Change of Control or a substantive  change in the
officer or officers  to whom he or she  reports  from the officer or officers to
whom he or she reported immediately prior to the Change of Control; or

     (b) the  elimination  or  reassignment  of a  majority  of the  duties  and
responsibilities   that  were  assigned  to  the  Employee  or  Selected  Person
immediately prior to the Change of Control; or

     (c) a reduction by the Company in the  Employee's  annual base salary as in
effect immediately prior to the Change of Control; or

     (d) the  Company's  requiring  the Employee or Selected  Person to be based
anywhere  outside  a  35-mile  radius  from  his  or  her  place  of  employment
immediately  prior to the Change of Control,  except for required  travel on the
Company's business to an extent substantially  consistent with the Employee's or
Selected Persons business travel obligations  immediately prior to the Change of
Control; or

     (e) the failure of the Company to grant the  Employee a  performance  bonus
reasonably  equivalent to the same  percentage  of salary the Employee  normally
received  prior to the Change of Control,  given  comparable  performance by the
Company and the Employee; or

     (f)  the  failure  of the  Company  to  obtain  a  satisfactory  Assumption
Agreement  (as defined in paragraph  4.12 of the Plan) from a successor,  or the
failure of such successor to perform such Assumption Agreement.

                  3.2      Incentive Agreements.

     Each Award granted under the Plan shall be evidenced by a written agreement
(an  "Incentive  Agreement") in a form approved by the Committee and executed by
the  Company and the  Employee or Selected  Person to whom the Award is granted.
Each  Incentive  Agreement  shall be subject to the terms and  conditions of the
Plan and other such terms and conditions as the Committee may specify.

                  3.3      Waiver of Restrictions.

     The  Committee  may  modify or amend any Award  under the Plan or waive any
restrictions or conditions  applicable to such Awards;  provided,  however, that
the Committee may not undertake any such modifications, amendments or waivers if
the effect thereof materially increases the benefits to any Employee or Selected
Person,  or  adversely  affects the rights of any  Employee  or Selected  Person
without his or her consent.

                  3.4      Terms and Conditions of Awards.

     3.4.1 Upon  receipt of an Award of shares of Common  Stock  under the Plan,
even during the Restriction  Period, an Employee or Selected Person shall be the
holder of record of the shares  and shall  have all the rights of a  shareholder
with respect to such shares, subject to the terms and conditions of the Plan and
the Award.

     3.4.2  Except as  otherwise  provided in this  paragraph  3.4, no shares of
Common  Stock  received   pursuant  to  the  Plan  shall  be  sold,   exchanged,
transferred,   pledged,   hypothecated  or  otherwise  disposed  of  during  the
Restriction Period applicable to such shares. Any purported  disposition of such
Common Stock in violation of this paragraph 3.4.2 shall be null and void.

     3.4.3 If an  Employee's  or Selected  Persons  employment  with the Company
terminates  prior to the  expiration  of the  Restriction  Period  for an Award,
subject  to any  provisions  of the Award  with  respect  to the  Employee's  or
Selected  Persons  death,  Disability or Retirement,  or Change of Control,  all
shares of Common Stock  subject to the Award shall be  immediately  forfeited by
the Employee or Selected Person and reacquired by the Company,  and the Employee
or Selected  Person shall have no further  rights with respect to the Award.  In
the discretion of the Committee,  an Incentive  Agreement may provide that, upon
the  forfeiture by an Employee or Selected  Person of Award Shares,  the Company
shall repay to the Employee or Selected Person the  consideration (if any) which
the  Employee or Selected  Person paid for the Award  Shares on the grant of the
Award.  In the  discretion  of the  Committee,  an Incentive  Agreement may also
provide  that  such  repayment   shall  include  an  interest   factor  on  such
consideration  from  the  date of the  grant  of the  Award  to the date of such
repayment.

     3.4.4 The Committee may require under such terms and conditions as it deems
appropriate or desirable that (i) the  certificates  for Common Stock  delivered
under  the  Plan  are to be  held in  custody  by the  Company  or a  person  or
institution designated by the Company until the Restriction Period expires, (ii)
such  certificates  shall bear a legend  referring  to the  restrictions  on the
Common Stock  pursuant to the Plan,  and (iii) the  Employee or Selected  Person
shall have  delivered to the Company a stock power endorsed in blank relating to
the Common Stock.

         4.       MISCELLANEOUS PROVISIONS

                  4.1      Adjustments Upon Change in Capitalization.

     4.1.1 The number  and class of shares  subject  to each  outstanding  Stock
Option, the Exercise Price thereof (but not the total price), the maximum number
of Stock  Options  that may be granted  under the Plan,  the  minimum  number of
shares as to which a Stock  Option  may be  exercised  at any one time,  and the
number  and  class  of  shares  subject  to  each   outstanding   Award,   shall
be proportionately  adjusted  in the event of any  increase  or  decrease in the
number of the issued  shares of Common  Stock which  results  from a split-up or
consolidation  of shares,  payment of a stock dividend or dividends  exceeding a
total  of 5% for  which  the  record  dates  occur  in any one  fiscal  year,  a
recapitalization  (other than the conversion of convertible securities according
to their terms),  a combination of shares or other like capital  adjustment,  so
that (i) upon  exercise of the Stock  Option,  the  Employee or Selected  Person
shall  receive the number and class of shares such  Employee or Selected  Person
would have received had such Employee or Selected  Person been the holder of the
number of shares of Common Stock for which the Stock  Option is being  exercised
upon the date of such  change or  increase  or  decrease in the number of issued
shares of the  Company,  and (ii) upon the  lapse of  restrictions  of the Award
Shares,  the Employee or Selected  Person shall  receive the number and class of
shares such Employee or Selected Person would have received if the  restrictions
on the Award  Shares  had  lapsed  on the date of such  change  or  increase  or
decrease in the number of issued shares of the Company.

     4.1.2 Upon a  reorganization,  merger or  consolidation of the Company with
one  or  more  corporations  as a  result  of  which  5G is  not  the  surviving
corporation  or in which 5G survives  as a  wholly-owned  subsidiary  of another
corporation,  or upon a sale of all or substantially  all of the property of the
Company to another corporation,  or any dividend or distribution to shareholders
of  more  than  10%  of the  Company's  assets,  adequate  adjustment  or  other
provisions  shall be made by the Company or other party to such  transaction  so
that there shall remain  and/or be  substituted  for the Option Shares and Award
Shares  provided for herein,  the shares,  securities or assets which would have
been issuable or payable in respect of or in exchange for such Option Shares and
Award Shares then remaining,  as if the Employee or Selected Person had been the
owner of such shares as of the  applicable  date.  Any securities so substituted
shall be subject to similar successive adjustments.

                  4.2      Withholding Taxes.

     The  Company  shall  have the  right at the time of  exercise  of any Stock
Option,  the grant of an Award, or the lapse of restrictions on Award Shares, to
make adequate provision for any federal,  state, local or foreign taxes which it
believes  are or may be  required  by law to be  withheld  with  respect to such
exercise ("Tax Liability"), to ensure the payment of any such Tax Liability. The
Company may provide for the payment of any Tax Liability by any of the following
means or a combination of such means, as determined by the Committee in its sole
and absolute discretion in the particular case: (i) by requiring the Employee or
Selected  Person to tender a cash  payment to the Company,  (ii) by  withholding
from the Employee's salary or Selected  Persons  payment,  (iii) by withholding
from the Option  Shares which would  otherwise be issuable  upon exercise of the
Stock  Option,  or from the  Award  Shares  on  their  grant or date of lapse of
restrictions,  that number of Option  Shares or Award Shares having an aggregate
fair market value  (determined in the manner  prescribed by paragraph 2.2) as of
the date the  withholding  tax obligation  arises in an amount which is equal to
the  Employee's  or Selected  Persons Tax Liability or (iv) by any other method
deemed  appropriate  by the  Committee.  Satisfaction  of the Tax Liability of a
Section 16  Reporting  Person may be made by the method of payment  specified in
clause (iii) above only if the following two conditions are satisfied:

     (a) the  withholding  of Option  Shares or Award Shares and the exercise of
the related  Stock  Option occur at least six months and one day  following  the
date of grant of such Stock Option or Award; and

     (b) the  withholding  of  Option  Shares  or Award  Shares  is made  either
(i)pursuant to an irrevocable  election  ("Withholding  Election") made by such
Employee or Selected Person at least six months in advance of the withholding of
Options  Shares  or Award  Shares,  or (ii) on a day  within a  ten-day  "window
period" beginning on the third business day following the date of release of the
Company's quarterly or annual summary statement of sales and earnings.

     Anything herein to the contrary notwithstanding, a Withholding Election may
be disapproved by the Committee at any time.

                  4.3      Relationship to Other Employee Benefit Plans.

     Stock Options and Awards granted hereunder shall not be deemed to be salary
or other  compensation  to any  Employee or Selected  Person for purposes of any
pension,  thrift,  profit-sharing,  stock purchase or any other employee benefit
plan now maintained or hereafter adopted by the Company.

                  4.4      Amendments and Termination.

     The Board of Directors  may at any time  suspend,  amend or terminate  this
Plan. No amendment or modification  of this Plan may be adopted,  except subject
to  stockholder  approval,  which would:  (a)  materially  increase the benefits
accruing to Employees  or Selected  Persons and  officers  under this Plan,  (b)
materially increase the number of securities which may be issued under this Plan
(except for  adjustments  pursuant to paragraph 4.1 hereof),  or (c)  materially
modify the requirements as to eligibility for participation in the Plan.

                  4.5      Successors in Interest.

     The  provisions  of this Plan and the  actions  of the  Committee  shall be
binding upon all heirs,  successors and assigns of the Company and of Employees,
Selected Persons and officers.

                  4.6      Other Documents.

     All documents prepared,  executed or delivered in connection with this Plan
(including,  without  limitation,  Option  Agreements and Incentive  Agreements)
shall be, in substance and form, as  established  and modified by the Committee;
provided,  however, that all such documents shall be subject in every respect to
the provisions of this Plan, and in the event of any conflict  between the terms
of any such document and this Plan, the provisions of this Plan shall prevail.

                  4.7      No Obligation to Continue Employment.

     This Plan and  grants  hereunder  shall not impose  any  obligation  on the
Company to continue to employ any  Employee or  Selected  Person.  Moreover,  no
provision  of this Plan or any document  executed or delivered  pursuant to this
Plan shall be deemed modified in any way by any employment  contract  between an
Employee (or other employee) or Selected Person and the Company.

                  4.8      Misconduct of an Employee.

     Notwithstanding  any  other  provision  of this  Plan,  if an  Employee  or
Selected  Person  commits fraud or  dishonesty  toward the Company or wrongfully
uses or  discloses  any trade  secret,  confidential  data or other  information
proprietary to the Company,  or intentionally  takes any other action materially
inimical to the best  interests of the Company,  as determined by the Committee,
in its sole and absolute  discretion,  such individual  shall forfeit all rights
and benefits under this Plan.

                  4.9      Term of Plan.

     This Plan was  adopted by the Board  effective  October  2, 2001.  No Stock
Options or Awards may be granted under this Plan after October 1, 2011.

                  4.10     Governing Law.

     This Plan shall be construed in accordance  with, and governed by, the laws
of the State of Nevada.

                  4.11     Shareholder Approval.

     No Stock Option shall be  exercisable,  or Award granted,  unless and until
the  Shareholders  of the Company  have  approved  this Plan and all other legal
requirements have been fully complied with.

                  4.12     Assumption Agreements.

     The Company will require each  successor,  (direct or indirect,  whether by
purchase,  merger,  consolidation or otherwise),  to all or substantially all of
the business or assets of the Company,  prior to the  consummation  of each such
transaction,  to assume and agree to perform the terms and provisions  remaining
to be performed by the Company under each  Incentive  Agreement and Stock Option
and to preserve  the  benefits to the  Employees  and  officers and non employee
directors  thereunder.  Such  assumption  and agreement  shall be set forth in a
written  agreement  in form and  substance  satisfactory  to the  Committee  (an
"Assumption  Agreement"),  and shall  include such  adjustments,  if any, in the
application of the provisions of the Incentive  Agreements and Stock Options and
such additional provisions,  if any, as the Committee shall require and approve,
in order to  preserve  such  benefits  to the  Employees,  Selected  Persons and
officers.  Without  limiting the generality of the foregoing,  the Committee may
require an  Assumption  Agreement  to  include  satisfactory  undertakings  by a
successor:

     (a) to provide  liquidity to the Employees and Selected  Persons at the end
of the Restriction  Period  applicable to Common Stock awarded to them under the
Plan, or on the exercise of Stock Options;

     (b) if the succession  occurs before the expiration of any period specified
in the Incentive  Agreements for satisfaction of performance criteria applicable
to the Common Stock awarded  thereunder,  to refrain from  interfering  with the
Company's  ability to satisfy  such  performance  criteria or to agree to modify
such performance  criteria and/or waive any criteria that cannot be satisfied as
a result of the succession;

     (c) to require any future successor to enter into an Assumption  Agreement;
and

     (d) to take or refrain from taking such other  actions as the Committee may
require and approve, in its discretion.

The Committee referred to in this paragraph 4.12 is the Committee appointed by a
Board of Directors in office prior to the succession then under consideration.

                  4.13     Compliance With Rule 16B-3.

Transactions  under  the  Plan  are  intended  to  comply  with  all  applicable
conditions of Rule 16b-3. To the extent that any provision of the Plan or action
by the  Committee  fails to so comply,  it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.

IN WITNESS WHEREOF, this Plan has been executed effective
 as of the ____ day of November , 2001.

                                   5G WIRELESS COMMUNICATIONS, INC.

                                  By: /S/ Michael Tan
                                     Michael Tan
                                     President

         WARREN J. SOLOSKI

         CONSENT OF COUNSEL

     I consent  to the filing of this  opinion as an exhibit to any filing  made
with  the  Securities  and  Exchange  Commission  or  under  any  state or other
jurisdiction's  securities  act for the purposes of  registering,  qualifying or
establishing  eligibility for an exemption from registration or qualification of
the stock issued as described in the  Registration  Statement in connection with
the offering described therein.

            /s/  Warren J. Soloski
         Warren J. Soloski
         Special Counsel to 5G Wireless Communications, Inc.

     Randy Simpson, P. C., PC
         CERTIFIED PUBLIC ACCOUNTANTS  Letterhead

         CONSENT OF INDEPENDENT AUDITORS

     We  consent  to the  use in  this  Registration  Statement  of 5G  Wireless
Communications,  Inc.  on Form S-8 from our  report  relating  to the  financial
statements of 5G Wireless Communications,  Inc. for the year ending December 31,
2000.

            /s/         rtified Public Accountants