U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


                        NESS ENERGY INTERNATIONAL, INC.
            (Exact name of Registrant as specified in its charter)

            Washington                                      91-1067265
      (State of Incorporation)                     (I.R.S. Employer ID No.)

    4201 East Interstate 20, Willow Park, Texas                     76087
      (Address of Principal Executive Offices)                   (Zip Code)

         Non-Employee Directors and Consultants Retainer Stock Plan
                        (Full title of the Plan)

              Brian F. Faulkner, A Professional Law Corporation,
       3900 Birch Street, Suite 113, Newport Beach, California 92660
                  (Name and address of agent for service)

                                (949) 975-0544
        (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share (1)
Common
Stock            8,000,000       $0.001      $8,000     $2.00

(1)  This offering price per share is established under Rule 457(h)(1) pursuant
to the deemed issuance price as set forth  in the Non-Employee Directors and
Consultants Retainer Stock Plan, attached as Exhibit 4 to this  Form S-8.

                                      PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8
and Rule 428 promulgated under the Securities Act of 1933. The participants
shall provided a written statement notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-KSB for the fiscal
year ended December 31, 2000, filed on April 16, 2001.

(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 Form 10-KSB
referred to in (a) above.

(c)  A description of the securities of the Registrant, which is contained
in a registration statement on Form SB-2/A filed under the Securities Act
of 1933, as amended (the "Act") on May 7, 2001, including any and all
amendments or reports filed for the purpose of updating or further
defining such description.

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 the registration
statement and to be part thereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

Other than as set forth below, no named expert or counsel was hired on a
contingent basis, will receive a direct or indirect interest in the small
business issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.

Counsel for the Registrant as giving an opinion on the validity of the
securities being registered has been authorized by the Board of Directors of
the Registrant to receive 5,295 shares from this Form S-8 in exchange for
providing legal services to the company.  These legal services consist of
advice and preparation work in connection with reports of the company filed
under the Securities Exchange Act of 1934, and other general corporate and
securities work for the company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Liability.

Neither the articles of incorporation nor the bylaws contain any provisions
with regard to a limitation of liability of the directors or officers of the
Registrant.

Indemnification.

(a)  Articles of Incorporation.

The articles of incorporation of the Registrant provide the following with
respect to indemnification:

"FOURTEENTH:  Without limiting the general or implied powers of the Board
of Directors, such Board shall be authorized to adopt By-Laws expressly
indemnifying Directors against claims made against them for and on account of
their acts as directors, which indemnification, shall be upon such terms and
conditions as determined by the Board, subject to any limitations imposed by
statute."

The bylaws of the Registrant do not have any provisions with regard to
indemnification.

(b)  Revised Code of Washington.
RCW 23B.08.510.  Authority to indemnify.

(1) Except as provided in subsection (4) of this section, a corporation may
indemnify an individual made a party to a proceeding because the individual is
or was a director against liability incurred in the proceeding if:

(a) The individual acted in good faith; and

(b) The individual reasonably believed:

(i) In the case of conduct in the individual's official capacity
with the corporation, that the individual's conduct was in its best
interests; and

(ii) In all other cases, that the individual's conduct was at least
not opposed to its best interests; and

(c) In the case of any criminal proceeding, the individual had no
reasonable cause to believe the individual's conduct was unlawful.

(2) A director's conduct with respect to an employee benefit plan for a purpose
the director reasonably believed to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subsection (1)(b)(ii) of this section.

(3) The termination of a proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that the director did not meet the standard of conduct described
in this section.

(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation; or

(b) In connection with any other proceeding charging improper personal
benefit to the director, whether or not involving action in the director's
official capacity, in which the director was adjudged liable on the basis
that personal benefit was improperly received by the director.

(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

RCW 23B.08.520.  Mandatory indemnification.

Unless limited by its articles of incorporation, a corporation shall indemnify
a director who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the director was a party because of being a
director of the corporation against reasonable expenses incurred by the director
in connection with the proceeding.

RCW 23B.08.530.  Advance for expenses.

(1) A corporation may pay for or reimburse the reasonable expenses incurred by
a director who is a party to a proceeding in advance of final disposition of
the proceeding if:

(a) The director furnishes the corporation a written affirmation of the
director's good faith belief that the director has met the standard of
conduct described in RCW 23B.08.510; and

(b) The director furnishes the corporation a written undertaking, executed
personally or on the director's behalf, to repay the advance if it is
ultimately determined that the director did not meet the standard of
conduct.

(2) The undertaking required by subsection (1)(b) of this section must be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.
(3) Authorization of payments under this section may be made by provision in
the articles of incorporation or bylaws, by resolution adopted by the
shareholders or board of directors, or by contract.

RCW 23B.08.550.  Determination and authorization of indemnification.

(1) A corporation may not indemnify a director under RCW 23B.08.510 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in RCW 23B.08.510.

(2) The determination shall be made:

(a) By the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

(b) If a quorum cannot be obtained under (a) of this subsection, by
majority vote of a committee duly designated by the board of directors, in
which designation directors who are parties may participate, consisting
solely of two or more directors not at the time parties to the proceeding;

(c) By special legal counsel:

(i) Selected by the board of directors or its committee in the
manner prescribed in (a) or (b) of this subsection; or

(ii) If a quorum of the board of directors cannot be obtained under
(a) of this subsection and a committee cannot be designated under
(b) of this subsection, selected by majority vote of the full board
of directors, in which selection directors who are parties may
participate; or

(d) By the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the proceeding may not be voted
on the determination.

(3) Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(2)(c) of this section to select counsel.

RCW 23B.08.570.  Indemnification of officers, employees, and agents.

Unless a corporation's articles of incorporation provide otherwise:

(1) An officer of the corporation who is not a director is entitled to
mandatory indemnification under RCW 23B.08.520, and is entitled to apply for
court-ordered indemnification under RCW 23B.08.540, in each case to the same
extent as a director;

(2) The corporation may indemnify and advance expenses under RCW 23B.08.510
through 23B.08.560 to an officer, employee, or agent of the corporation who is
not a director to the same extent as to a director; and

(3) A corporation may also indemnify and advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with law,
that may be provided by its articles of incorporation, bylaws, general or
specific action of its board of directors, or contract.

RCW 23B.08.560.  Shareholder authorized indemnification and advancement of
expenses.

(1) If authorized by the articles of incorporation, a bylaw adopted or ratified
by the shareholders, or a resolution adopted or ratified, before or after the
event, by the shareholders, a corporation shall have power to indemnify or
agree to indemnify a director made a party to a proceeding, or obligate itself
to advance or reimburse expenses incurred in a proceeding, without regard to
the limitations in RCW 23B.08.510 through 23B.08.550, provided that no such
indemnity shall indemnify any director from or on account of:

(a) Acts or omissions of the director finally adjudged to be intentional
misconduct or a knowing violation of law;

(b) Conduct of the director finally adjudged to be in violation of RCW
23B.08.310; or

(c) Any transaction with respect to which it was finally adjudged that
such director personally received a benefit in money, property, or
services to which the director was not legally entitled.

(2) Unless the articles of incorporation, or a bylaw or resolution adopted or
ratified by the shareholders, provide otherwise, any determination as to any
indemnity or advance of expenses under subsection (1) of this section shall be
made in accordance with RCW 23B.08.550.

RCW 23B.08.580.  Insurance.

A corporation may purchase and maintain insurance on behalf of an individual
who is or was a director, officer, employee, or agent of the corporation, or
who, while a director, officer, employee, or agent of the corporation, is or
was serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against liability asserted against or incurred by the individual in that
capacity or arising from the individual's status as a director, officer,
employee, or agent, whether or not the corporation would have power to
indemnify the individual against the same liability under RCW 23B.08.510 or
23B.08.520.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached to this registration statement.

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

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

(iii) To 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;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.

(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange 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.

(e) 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 are 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.

(h) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the 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, the 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 by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       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
authorize, in the City of Willow Park, State of Texas, on August 15, 2001.

                                              Ness Energy International, Inc.

                                              By:  /s/ Hayseed Stephens
                                              Hayseed Stephens, President and
                                              Chief Executive Officer

                         Special Power of Attorney

The undersigned constitute and appoint Hayseed Stephens their true and
lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place, and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to this Form S-8
Registration Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such attorney-in-
fact may lawfully do or cause to be done by virtue hereof.

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


Signature                    Title                               Date

/s/ Hayseed Stephens         President/Chief Executive          August 15, 2001
Hayseed Stephens             Officer/Director

/s/ Mary Gene Stephens       Secretary and Treasurer            August 15, 2001
Mary Gene Stephens

/s/ Mark Bassham             Director                           August 15, 2001
Mark Bassham

/s/ Richard Nash             Director                           August 15, 2001
Richard Nash

/s/ Bob Lee                  Director                           August 15, 2001
Bob Lee

                                 EXHIBIT INDEX

Number                        Exhibit Description

4     Non-Employee Directors and Consultants Retainer Stock Plan, dated
      August 10, 2001 (see below).

5     Opinion Re: Legality (see below).

23.1  Consent of Accountants (see below).

23.3  Consent of Counsel (see below).

24    Special Power of Attorney (see signature page).

                                   EX-4

        NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN


NESS ENERGY INTERNATIONAL, INC.
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
RETAINER STOCK PLAN

1.  Introduction.

This plan shall be known as the "Ness Energy International, Inc. Non-Employee
Directors and Consultants Retainer Stock Plan" is hereinafter referred to as
the "Plan".  The purposes of the Plan are to enable Ness Energy International,
Inc., a Washington corporation ("Company"), to promote the interests of the
Company and its shareholders by attracting and retaining non-employee Directors
and Consultants capable of furthering the future success of the Company and by
aligning their economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of shares of the
Company's common stock, par value one tenth of one cent ($0.001) per share
("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the rules and
regulations thereunder. References to any provision of the Code or rule or
regulation thereunder shall be deemed to include any amended or successor
provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more fully
defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by the Company
for a Participant representing the Participant's interest in the shares
credited to such Deferred Stock

Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of Directors of the
Company.

"Dividend Equivalent" for a given dividend or other distribution means a number
of shares of Common Stock having a Fair Market Value, as of the record date for
such dividend or distribution, equal to the amount of cash, plus the fair
market value on the date of distribution of any property, that is distributed
with respect to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the Committee in good
faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest reported
sales prices of the Common Stock on the NYSE Composite Tape or, if not listed
on such exchange, on any other national securities exchange on which the Common
Stock is listed or on NASDAQ on the last trading day prior to the date with
respect to which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a Participant
pursuant to Section 5 (without regard to the effect of any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of August 10, 2001 ("Effective Date"), provided
that it is approved by the Board.

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective Date and each
individual who becomes a Director or Consultant thereafter during the term of
the Plan, shall be a participant ("Participant") in the Plan, in each case
during such period as such individual remains a Director or Consultant and is
not an employee of the Company or any of its subsidiaries.  Each credit of
shares of Common Stock pursuant to the Plan shall be evidenced by a written
agreement duly executed and delivered by or on behalf of the Company and a
Participant, if such an agreement is required by the Company to assure
compliance with all applicable laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to directors or
consultants shall instead be payable in shares of Common Stock ("Stock
Retainer") pursuant to this Plan at the deemed issuance price of one tenth of
one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an election (a
"Deferral Election") on an annual basis to defer delivery of the Stock Retainer
specifying which one of the following way the Stock Retainer is to be
delivered:

(a) on the date which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon which the
Participant ceases to be a Director or Consultant for any reason ("Departure
Date") or (c) in five equal annual installments commencing on the Departure
Date ("Third Anniversary" and "Departure Date" each being referred to herein
as a "Delivery Date").  Such Deferral Election shall remain in effect for each
Subsequent Year unless changed, provided that, any Deferral Election with
respect to a particular Year may not be changed less than six (6) months prior
to the beginning of such  Year and provided, further, that no more than one
Deferral Election or change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall be made by
delivering written notice thereof to the Committee no later than six (6) months
prior to the beginning of the Year in which it is to be effected; provided that
with respect to the Year beginning on the Effective Date, any Deferral Election
or revocation thereof must be delivered no later than the close of business on
the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each Participant who
makes a Deferral Election to which shall be credited, as of the applicable
Payment Time, the number of shares of Common Stock payable pursuant to the
Stock Retainer to which the Deferral Election relates.  So long as any amounts
in such Deferred Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the payment date
for any dividend paid or other distribution made with respect to the Common
Stock, with a number of shares of Common Stock equal to (a) the number of
shares of Common Stock shown in such Deferred Stock Account on the record date
for such dividend or distribution multiplied by (b) the Dividend Equivalent for
such dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock Account with
respect to any Stock Retainer for which a Deferral Election has been made
(together with dividends attributable to such shares credited to such Deferred
Stock Account) shall be delivered in accordance with this Section 8 as soon as
practicable after the applicable Delivery Date.  Except with respect to a
Deferral Election pursuant to Section 6(c), or other agreement between the
parties, such shares shall be delivered at one time; provided that, if the
number of shares so delivered includes a fractional share, such number shall be
rounded to the nearest whole number of shares. If the Participant has in effect
a Deferral Election pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together with dividends
attributable to such shares credited to such Deferred Stock Account), with the
first such installment being delivered on the first anniversary of the Delivery
Date; provided that, if in order to equalize such installments, fractional
shares would have to be delivered, such installments shall be adjusted by
rounding to the nearest whole share.  If any such shares are to be delivered
after the Participant has died or become legally incompetent, they shall be
delivered to the Participant's estate or legal guardian, as the case may be, in
accordance with the foregoing; provided that, if the Participant dies with a
Deferral Election pursuant to Section 6(c) in effect, the Committee shall
deliver all remaining undelivered shares to the Participant's estate
immediately. References to a Participant in this Plan shall
be deemed to refer to the Participant's estate or legal guardian, where
appropriate.

(b)  The Company may, but shall not be required to, create a grantor trust or
utilize an existing grantor trust (in either case, "Trust") to assist it in
accumulating the shares of Common Stock needed to fulfill its obligations under
this  Section 8.   However, Participants shall have no beneficial or other
interest in the Trust and the assets thereof, and their rights under the Plan
shall be as general creditors of the Company, unaffected by the existence or
nonexistence of the Trust, except that deliveries of Stock Retainers to
Participants from the Trust shall, to the extent thereof, be treated as
satisfying the Company's obligations under this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to Section 8
above shall be issued in the name of the Participant, and from and after the
date of such issuance the Participant shall be entitled to all rights of a
shareholder with respect to Common Stock for all such shares issued in his or
her name, including the right to vote the shares, and the Participant shall
receive all dividends and other distributions paid or made with respect
thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:

(i)   Listing or approval for listing upon official notice of issuance of such
shares on the New York Stock Exchange, Inc., or such other securities exchange
as may at the time be a market for the Common Stock;

(ii)   Any registration or other qualification of such shares under any state
or federal law or regulation, or the maintaining in effect of any such
registration or other qualification which the Committee shall, upon the advice
of counsel, deem necessary or advisable; and

(iii)   Obtaining any other consent, approval, or permit from any state or
federal governmental agency which the Committee shall, after receiving the
advice of counsel, determine to be necessary or advisable.

(b)  Nothing contained in the Plan shall prevent the Company from adopting
other or additional compensation arrangements for the Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common Stock which
may in the aggregate be paid as Stock Retainers pursuant to the Plan is Eight
Million (8,000,000).  Shares of Common Stock issueable under the Plan may be
taken from treasury shares of the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts the Plan,
any change in corporate capitalization, such as a stock split, combination of
shares, exchange of shares, warrants or rights offering to purchase Common
Stock at a price below its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as any merger, consolidation
separation, including a spin-off, or other extraordinary distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of the
Code) or any partial or complete liquidation of the Company (each of the
foregoing a "Transaction"), in each case other than any such Transaction which
constitutes a Change of Control (as defined below), (i) the Deferred Stock
Accounts shall be credited with the amount and kind of shares or other property
which would have been received by a holder of the number of shares of Common
Stock held in such Deferred Stock Account had such shares of Common Stock been
outstanding as of the effectiveness of any such Transaction, (ii) the number
and kind of shares or other property subject to the Plan shall likewise be
appropriately adjusted to reflect the effectiveness of any such Transaction
and (iii) the Committee shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Committee shall
be binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock Accounts are
converted pursuant to Section 12(a) into another form of property, references
in the Plan to the Common Stock shall be deemed, where appropriate, to refer to
such other form of property, with such other modifications as may be required
for the Plan to operate in accordance with its purposes. Without limiting the
generality of the foregoing, references to delivery of certificates for shares
of Common Stock shall be deemed to refer to delivery of cash and the incidents
of ownership of any other property held in the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in the event of a
Change of Control, the following shall occur on the date of the Change of
Control:  (i) the shares of Common Stock held in each Participant's Deferred
Stock Account  shall be deemed to be issued and outstanding as of the Change of
Control; (ii) the Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares of Common Stock or any other property
held in such Participant's Deferred Stock Account; and (iii) the Plan shall be
terminated.

(d)  For purposes of this Plan, Change of Control shall mean any of the
following events:

(i)   The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (a)
the then outstanding shares of common stock of the Company ("Outstanding
Company Common Stock") or (b) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors ("Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of Control:  (a) any
acquisition directly from the Company (excluding an acquisition by virtue of
the exercise of a conversion privilege unless the security being so converted
was itself acquired directly from the Company), (b) any acquisition by the
Company, (c) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company or (d) any acquisition by any corporation pursuant to a reorganization,
merger or consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (a), (b) and (c) of
paragraph (iii) of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board of the
Company (as of the date hereof, "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board; or

(iii)   Approval by the shareholders of the Company of a reorganization, merger
binding share exchange or consolidation, unless, following such reorganization,
merger, binding share exchange or consolidation (a) more than sixty percent
(60%) of, respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding share exchange
or consolidation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization, merger, binding
share exchange or consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no Person
(excluding the Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such reorganization, merger, binding
share exchange or consolidation and any Person beneficially owning, immediately
prior to such reorganization, merger, binding share exchange or consolidation,
directly or indirectly, twenty percent (20%) or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty percent (20%) or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share exchange or
consolidation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (c) at least a majority of the members of the board of directors
of the corporation resulting from such reorganization, merger, binding share
exchange or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such reorganization,
merger, binding share exchange or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other disposition
of all or substantially all of the assets of the Company, other than to a
corporation, with respect to which following such sale or other disposition,
(x) more than sixty percent (60%) of, respectively, the then outstanding shares
of common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (y)
no Person (excluding the Company and any employee benefit plan (or related
trust) of the Company or such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition, directly or indirectly,
twenty percent (20%) or more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors and (z) at least a majority of the
members of the board of directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial agreement or action
of the Board providing for such sale or other disposition of assets of the
Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of three members
who shall be the current directors of the Company or senior executive officers
or other directors who are not Participants as may be designated by the Chief
Executive Officer ("Committee"), which shall have full authority to construe
and interpret the Plan, to establish, amend and rescind rules and regulations
relating to the Plan, and to take all such actions and make all such
determinations in connection with the Plan as it may deem necessary or
desirable.

(b)  The Board may from time to time make such amendments to the Plan,
including to preserve or come within any exemption from liability under Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company without further
approval of the Company's stockholders, provided that, to the extent required
under New York law or to qualify transactions under the Plan for exemption
under Rule 16b-3 promulgated under the Exchange Act, no amendment to the Plan
shall be adopted without further approval of the Company's stockholders and,
provided, further, that if and to the extent required for the Plan to comply
with Rule 16b-3 promulgated under the Exchange Act, no amendment to the Plan
shall be made more than once in any six (6) month period that would change the
amount, price or timing of the grants of Common Stock hereunder other than to
comport with changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  (c)  The Board may terminate the Plan at any time by a vote of a
majority of the members thereof.

14.  Miscellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation on the part
of the Board to nominate any Director for reelection by the Company's
shareholders or to limit the rights of the shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the issuance or
delivery of any shares of Common Stock pursuant to the Plan, that a Participant
make arrangements satisfactory to the Committee for the withholding of any taxes
required by law to be withheld with respect to the issuance or delivery of such
shares, including without limitation by the withholding of shares that would
otherwise be so issued or delivered, by withholding from any other payment due
to the Participant, or by a cash payment to the Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Washington.

                                                Ness Energy International, Inc.

                                                By:   /s/ Hayseed Stephens
                                                Hayseed Stephens, President/
                                                Chief Executive Officer

                                          EX-5

                                  OPINION RE: LEGALITY


                                    Brian F. Faulkner
                              A Professional Law Corporation
                              3900 Birch Street, Suite 113
                              Newport Beach, California 92660
                                     (949) 975-0544


August 13, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Ness Energy International, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Ness Energy International, Inc., a Washington
corporation ("Company"), in connection with its Registration Statement on Form
S-8 relating to the registration of 8,000,000 shares of its common stock
("Shares"), $0.001 par value per Share.  The Shares are issuable pursuant to
the Company's Non-Employee Directors and Consultants Retainer Stock Plan.

In my representation I have examined such documents, corporate records, and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including, but not limited to, the Articles of Incorporation, and
all amendments thereto, and Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that the
Company is duly organized and validly existing as a corporation under the laws
of the State of Washington, and that the Shares, when issued and sold, will be
validly issued, fully paid, and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at the time of each
issuance and sale of the Shares, the Company will be a corporation validly
existing and in good standing under the laws of the State of Washington.

(b)  In my examination of all documents, certificates and records, I have
assumed without investigation the authenticity and completeness of all
documents submitted to me as originals, the conformity to the originals of all
documents submitted to me as copies and the authenticity and completeness of
the originals of all documents submitted to me as copies.  I have also assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authority of all persons executing documents on behalf of the parties thereto
other than the Company, and the due authorization, execution and delivery of
all documents by the parties thereto other than the Company.  As to matters of
fact material to this opinion, I have relied upon statements and
representations of representatives of the Company and of public officials and
have assumed the same to have been properly given and to be accurate.

(c)  My opinion is based solely on and limited to the federal laws
of the United States of America and the Washington Business Corporation Act.  I
express no opinion as to the laws of any other jurisdiction.

Sincerely,


/s/  Brian F. Faulkner, Esq.
Brian F. Faulkner, Esq.

                                      EX-23.1

                              CONSENT OF ACCOUNTANT

Weaver and Tidwell, L.L.P.
Certified Public Accountants
307 West 7th Street
Ft. Worth, Texas 76102
(817) 332-7905


July 26, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Ness Energy International, Inc. - Form S-8

Dear Sir/Madame:

As certified public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated March 14,
2001 in Ness Energy International, Inc.'s Form 10-KSB for the fiscal year ended
December 31, 2000, and to all references to our Firm included in this
Registration Statement.

Sincerely,


/s/  Weaver and Tidwell, L.L.P.
Weaver and Tidwell, L.L.P.

                                      EX-23.2

                                 CONSENT OF COUNSEL


                                  Brian F. Faulkner
                           A Professional Law Corporation
                            3900 Birch Street, Suite 113
                           Newport Beach, California 92660
                                   (949) 975-0544

August 13, 2001


U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Ness Energy International, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Ness Energy International, Inc., a Washington
corporation ("Company"), in connection with its Registration Statement on Form
S-8 relating to the registration of 8,000,000 shares of its common stock
("Shares"), $0.001 par value per Share.  The Shares are issuable pursuant to
the Company's Non-Employee Directors and Consultants Retainer Stock Plan.  I
hereby consent to all references to my firm included in this Registration
Statement, including the opinion of legality.

Sincerely,


/s/  Brian F. Faulkner, Esq.
Brian F. Faulkner, Esq.
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U.S. SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549

                                     FORM S-8

            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                        NESS ENERGY INTERNATIONAL, INC.
            (Exact name of Registrant as specified in its charter)

            Washington                                      91-1067265
      (State of Incorporation)                     (I.R.S. Employer ID No.)

    4201 East Interstate 20, Willow Park, Texas                     76087
      (Address of Principal Executive Offices)                   (Zip Code)

         Non-Employee Directors and Consultants Retainer Stock Plan
                        (Full title of the Plan)

              Brian F. Faulkner, A Professional Law Corporation,
       3900 Birch Street, Suite 113, Newport Beach, California 92660
                  (Name and address of agent for service)

                                (949) 975-0544
        (Telephone number, including area code, of agent for service)

                    CALCULATION OF REGISTRATION FEE

Title of         Amount to be    Proposed    Proposed   Amount of
Securities       Registered      Maximum     Aggregate  Registration
to be                            Offering    Offering   Fee
Registered                       Price Per   Price
                                 Share (1)
Common
Stock            8,000,000       $0.001      $8,000     $2.00

(1)  This offering price per share is established under Rule 457(h)(1) pursuant
to the deemed issuance price as set forth  in the Non-Employee Directors and
Consultants Retainer Stock Plan, attached as Exhibit 4 to this  Form S-8.

                                      PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.   PLAN INFORMATION.

See Item 2 below.

ITEM 2.   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

The documents containing the information specified in Part I, Items 1 and
2, will be delivered to each of the participants in accordance with Form S-8
and Rule 428 promulgated under the Securities Act of 1933. The participants
shall provided a written statement notifying them that upon written or oral
request they will be provided, without charge, (i) the documents incorporated
by reference in Item 3 of Part II of the registration statement, and (ii) other
documents required to be delivered pursuant to Rule 428(b). The statement will
inform the participants that these documents are incorporated by reference in
the Section 10(a) prospectus, and shall include the address (giving title or
department) and telephone number to which the request is to be directed.

                                   PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

The following are hereby incorporated by reference:

(a)  The Registrant's latest annual report on Form 10-KSB for the fiscal
year ended December 31, 2000, filed on April 16, 2001.

(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 Form 10-KSB
referred to in (a) above.

(c)  A description of the securities of the Registrant, which is contained
in a registration statement on Form SB-2/A filed under the Securities Act
of 1933, as amended (the "Act") on May 7, 2001, including any and all
amendments or reports filed for the purpose of updating or further
defining such description.

All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, 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 the registration
statement and to be part thereof from the date of filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL.

Other than as set forth below, no named expert or counsel was hired on a
contingent basis, will receive a direct or indirect interest in the small
business issuer, or was a promoter, underwriter, voting trustee, director,
officer, or employee of the Registrant.

Counsel for the Registrant as giving an opinion on the validity of the
securities being registered has been authorized by the Board of Directors of
the Registrant to receive 5,295 shares from this Form S-8 in exchange for
providing legal services to the company.  These legal services consist of
advice and preparation work in connection with reports of the company filed
under the Securities Exchange Act of 1934, and other general corporate and
securities work for the company.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Limitation of Liability.

Neither the articles of incorporation nor the bylaws contain any provisions
with regard to a limitation of liability of the directors or officers of the
Registrant.

Indemnification.

(a)  Articles of Incorporation.

The articles of incorporation of the Registrant provide the following with
respect to indemnification:

"FOURTEENTH:  Without limiting the general or implied powers of the Board
of Directors, such Board shall be authorized to adopt By-Laws expressly
indemnifying Directors against claims made against them for and on account of
their acts as directors, which indemnification, shall be upon such terms and
conditions as determined by the Board, subject to any limitations imposed by
statute."

The bylaws of the Registrant do not have any provisions with regard to
indemnification.

(b)  Revised Code of Washington.
RCW 23B.08.510.  Authority to indemnify.

(1) Except as provided in subsection (4) of this section, a corporation may
indemnify an individual made a party to a proceeding because the individual is
or was a director against liability incurred in the proceeding if:

(a) The individual acted in good faith; and

(b) The individual reasonably believed:

(i) In the case of conduct in the individual's official capacity
with the corporation, that the individual's conduct was in its best
interests; and

(ii) In all other cases, that the individual's conduct was at least
not opposed to its best interests; and

(c) In the case of any criminal proceeding, the individual had no
reasonable cause to believe the individual's conduct was unlawful.

(2) A director's conduct with respect to an employee benefit plan for a purpose
the director reasonably believed to be in the interests of the participants in
and beneficiaries of the plan is conduct that satisfies the requirement of
subsection (1)(b)(ii) of this section.

(3) The termination of a proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that the director did not meet the standard of conduct described
in this section.

(4) A corporation may not indemnify a director under this section:
(a) In connection with a proceeding by or in the right of the corporation
in which the director was adjudged liable to the corporation; or

(b) In connection with any other proceeding charging improper personal
benefit to the director, whether or not involving action in the director's
official capacity, in which the director was adjudged liable on the basis
that personal benefit was improperly received by the director.

(5) Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

RCW 23B.08.520.  Mandatory indemnification.

Unless limited by its articles of incorporation, a corporation shall indemnify
a director who was wholly successful, on the merits or otherwise, in the
defense of any proceeding to which the director was a party because of being a
director of the corporation against reasonable expenses incurred by the director
in connection with the proceeding.

RCW 23B.08.530.  Advance for expenses.

(1) A corporation may pay for or reimburse the reasonable expenses incurred by
a director who is a party to a proceeding in advance of final disposition of
the proceeding if:

(a) The director furnishes the corporation a written affirmation of the
director's good faith belief that the director has met the standard of
conduct described in RCW 23B.08.510; and

(b) The director furnishes the corporation a written undertaking, executed
personally or on the director's behalf, to repay the advance if it is
ultimately determined that the director did not meet the standard of
conduct.

(2) The undertaking required by subsection (1)(b) of this section must be an
unlimited general obligation of the director but need not be secured and may be
accepted without reference to financial ability to make repayment.
(3) Authorization of payments under this section may be made by provision in
the articles of incorporation or bylaws, by resolution adopted by the
shareholders or board of directors, or by contract.

RCW 23B.08.550.  Determination and authorization of indemnification.

(1) A corporation may not indemnify a director under RCW 23B.08.510 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because the
director has met the standard of conduct set forth in RCW 23B.08.510.

(2) The determination shall be made:

(a) By the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;

(b) If a quorum cannot be obtained under (a) of this subsection, by
majority vote of a committee duly designated by the board of directors, in
which designation directors who are parties may participate, consisting
solely of two or more directors not at the time parties to the proceeding;

(c) By special legal counsel:

(i) Selected by the board of directors or its committee in the
manner prescribed in (a) or (b) of this subsection; or

(ii) If a quorum of the board of directors cannot be obtained under
(a) of this subsection and a committee cannot be designated under
(b) of this subsection, selected by majority vote of the full board
of directors, in which selection directors who are parties may
participate; or

(d) By the shareholders, but shares owned by or voted under the control of
directors who are at the time parties to the proceeding may not be voted
on the determination.

(3) Authorization of indemnification and evaluation as to reasonableness of
expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(2)(c) of this section to select counsel.

RCW 23B.08.570.  Indemnification of officers, employees, and agents.

Unless a corporation's articles of incorporation provide otherwise:

(1) An officer of the corporation who is not a director is entitled to
mandatory indemnification under RCW 23B.08.520, and is entitled to apply for
court-ordered indemnification under RCW 23B.08.540, in each case to the same
extent as a director;

(2) The corporation may indemnify and advance expenses under RCW 23B.08.510
through 23B.08.560 to an officer, employee, or agent of the corporation who is
not a director to the same extent as to a director; and

(3) A corporation may also indemnify and advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with law,
that may be provided by its articles of incorporation, bylaws, general or
specific action of its board of directors, or contract.

RCW 23B.08.560.  Shareholder authorized indemnification and advancement of
expenses.

(1) If authorized by the articles of incorporation, a bylaw adopted or ratified
by the shareholders, or a resolution adopted or ratified, before or after the
event, by the shareholders, a corporation shall have power to indemnify or
agree to indemnify a director made a party to a proceeding, or obligate itself
to advance or reimburse expenses incurred in a proceeding, without regard to
the limitations in RCW 23B.08.510 through 23B.08.550, provided that no such
indemnity shall indemnify any director from or on account of:

(a) Acts or omissions of the director finally adjudged to be intentional
misconduct or a knowing violation of law;

(b) Conduct of the director finally adjudged to be in violation of RCW
23B.08.310; or

(c) Any transaction with respect to which it was finally adjudged that
such director personally received a benefit in money, property, or
services to which the director was not legally entitled.

(2) Unless the articles of incorporation, or a bylaw or resolution adopted or
ratified by the shareholders, provide otherwise, any determination as to any
indemnity or advance of expenses under subsection (1) of this section shall be
made in accordance with RCW 23B.08.550.

RCW 23B.08.580.  Insurance.

A corporation may purchase and maintain insurance on behalf of an individual
who is or was a director, officer, employee, or agent of the corporation, or
who, while a director, officer, employee, or agent of the corporation, is or
was serving at the request of the corporation as a director, officer, partner,
trustee, employee, or agent of another foreign or domestic corporation,
partnership, joint venture, trust, employee benefit plan, or other enterprise,
against liability asserted against or incurred by the individual in that
capacity or arising from the individual's status as a director, officer,
employee, or agent, whether or not the corporation would have power to
indemnify the individual against the same liability under RCW 23B.08.510 or
23B.08.520.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8.  EXHIBITS.

The Exhibits required by Item 601 of Regulation S-B, and an index
thereto, are attached to this registration statement.

ITEM 9.  UNDERTAKINGS.

The undersigned Registrant hereby undertakes:

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

(iii) To 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;

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment 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.

(b) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the Registrant's annual report pursuant to section
13(a) or section 15(d) of the Securities Exchange 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.

(e) 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 are 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.

(h) That insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the 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, the 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 by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.

                                       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
authorize, in the City of Willow Park, State of Texas, on August 15, 2001.

                                              Ness Energy International, Inc.

                                              By:  /s/ Hayseed Stephens
                                              Hayseed Stephens, President and
                                              Chief Executive Officer

                         Special Power of Attorney

The undersigned constitute and appoint Hayseed Stephens their true and
lawful attorney-in-fact and agent with full power of substitution, for him
and in his name, place, and stead, in any and all capacities, to sign any and
all amendments, including post-effective amendments, to this Form S-8
Registration Statement, and to file the same with all exhibits thereto, and
all documents in connection therewith, with the U.S. Securities and Exchange
Commission, granting such attorney-in-fact the full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully and to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that such attorney-in-
fact may lawfully do or cause to be done by virtue hereof.

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

Signature                    Title                               Date

/s/ Hayseed Stephens         President/Chief Executive          August 15, 2001
Hayseed Stephens             Officer/Director

/s/ Mary Gene Stephens       Secretary and Treasurer            August 15, 2001
Mary Gene Stephens

/s/ Mark Bassham             Director                           August 15, 2001
Mark Bassham

/s/ Richard Nash             Director                           August 15, 2001
Richard Nash

/s/ Bob Lee                  Director                           August 15, 2001
Bob Lee

                                 EXHIBIT INDEX

Number                        Exhibit Description

4     Non-Employee Directors and Consultants Retainer Stock Plan, dated
      August 10, 2001 (see below).

5     Opinion Re: Legality (see below).

23.1  Consent of Accountants (see below).

23.3  Consent of Counsel (see below).

24    Special Power of Attorney (see signature page).

                                   EX-4

        NON-EMPLOYEE DIRECTORS AND CONSULTANTS RETAINER STOCK PLAN

NESS ENERGY INTERNATIONAL, INC.
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
RETAINER STOCK PLAN

1.  Introduction.

This plan shall be known as the "Ness Energy International, Inc. Non-Employee
Directors and Consultants Retainer Stock Plan" is hereinafter referred to as
the "Plan".  The purposes of the Plan are to enable Ness Energy International,
Inc., a Washington corporation ("Company"), to promote the interests of the
Company and its shareholders by attracting and retaining non-employee Directors
and Consultants capable of furthering the future success of the Company and by
aligning their economic interests more closely with those of the Company's
shareholders, by paying their retainer or fees in the form of shares of the
Company's common stock, par value one tenth of one cent ($0.001) per share
("Common Stock").

2.  Definitions.

The following terms shall have the meanings set forth below:

"Board" means the Board of Directors of the Company.

"Change of Control" has the meaning set forth in Section 12(d).

"Code" means the Internal Revenue Code of 1986, as amended, and the rules and
regulations thereunder. References to any provision of the Code or rule or
regulation thereunder shall be deemed to include any amended or successor
provision, rule or regulation.

"Committee" means the committee that administers the Plan, as more fully
defined in Section 13.

"Common Stock" has the meaning set forth in Section 1.

"Company" has the meaning set forth in Section 1.

"Deferral Election" has the meaning set forth in Section 6.

"Deferred Stock Account" means a bookkeeping account maintained by the Company
for a Participant representing the Participant's interest in the shares
credited to such Deferred Stock

Account pursuant to Section 7.

"Delivery Date" has the meaning set forth in Section 6.

"Director" means an individual who is a member of the Board of Directors of the
Company.

"Dividend Equivalent" for a given dividend or other distribution means a number
of shares of Common Stock having a Fair Market Value, as of the record date for
such dividend or distribution, equal to the amount of cash, plus the fair
market value on the date of distribution of any property, that is distributed
with respect to one share of Common Stock pursuant to such dividend or
distribution; such fair market value to be determined by the Committee in good
faith.

"Effective Date" has the meaning set forth in Section 3.

"Exchange Act" has the meaning set forth in Section 13(b).

"Fair Market Value" means the mean between the highest and lowest reported
sales prices of the Common Stock on the NYSE Composite Tape or, if not listed
on such exchange, on any other national securities exchange on which the Common
Stock is listed or on NASDAQ on the last trading day prior to the date with
respect to which the Fair Market Value is to be determined.

"Participant" has the meaning set forth in Section 4.

"Payment Time" means the time when a Stock Retainer is payable to a Participant
pursuant to Section 5 (without regard to the effect of any Deferral Election).

"Stock Retainer" has the meaning set forth in Section 5.

"Third Anniversary" has the meaning set forth in Section 6.

3.  Effective Date of the Plan.

The Plan shall be effective as of August 10, 2001 ("Effective Date"), provided
that it is approved by the Board.

4.  Eligibility.

Each individual who is a Director or Consultant on the Effective Date and each
individual who becomes a Director or Consultant thereafter during the term of
the Plan, shall be a participant ("Participant") in the Plan, in each case
during such period as such individual remains a Director or Consultant and is
not an employee of the Company or any of its subsidiaries.  Each credit of
shares of Common Stock pursuant to the Plan shall be evidenced by a written
agreement duly executed and delivered by or on behalf of the Company and a
Participant, if such an agreement is required by the Company to assure
compliance with all applicable laws and regulations.

5.  Grants of Shares.

Commencing on the Effective Date, the amount for service to directors or
consultants shall instead be payable in shares of Common Stock ("Stock
Retainer") pursuant to this Plan at the deemed issuance price of one tenth of
one cent ($0.001) per Share.

6.  Deferral Option.

From and after the Effective Date, a Participant may make an election (a
"Deferral Election") on an annual basis to defer delivery of the Stock Retainer
specifying which one of the following way the Stock Retainer is to be
delivered:

(a) on the date which is three years after the Effective Date for which it was
originally payable ("Third Anniversary"), (b) on the date upon which the
Participant ceases to be a Director or Consultant for any reason ("Departure
Date") or (c) in five equal annual installments commencing on the Departure
Date ("Third Anniversary" and "Departure Date" each being referred to herein
as a "Delivery Date").  Such Deferral Election shall remain in effect for each
Subsequent Year unless changed, provided that, any Deferral Election with
respect to a particular Year may not be changed less than six (6) months prior
to the beginning of such  Year and provided, further, that no more than one
Deferral Election or change thereof may be made in any Year.

Any Deferral Election and any change or revocation thereof shall be made by
delivering written notice thereof to the Committee no later than six (6) months
prior to the beginning of the Year in which it is to be effected; provided that
with respect to the Year beginning on the Effective Date, any Deferral Election
or revocation thereof must be delivered no later than the close of business on
the thirtieth (30th) day after the Effective Date.

7.  Deferred Stock Accounts.

The Company shall maintain a Deferred Stock Account for each Participant who
makes a Deferral Election to which shall be credited, as of the applicable
Payment Time, the number of shares of Common Stock payable pursuant to the
Stock Retainer to which the Deferral Election relates.  So long as any amounts
in such Deferred Stock Account have not been delivered to the Participant under
Section 8, each Deferred Stock Account shall be credited as of the payment date
for any dividend paid or other distribution made with respect to the Common
Stock, with a number of shares of Common Stock equal to (a) the number of
shares of Common Stock shown in such Deferred Stock Account on the record date
for such dividend or distribution multiplied by (b) the Dividend Equivalent for
such dividend or distribution.

8.  Delivery of Shares.

(a)  The shares of Common Stock in a Participant's Deferred Stock Account with
respect to any Stock Retainer for which a Deferral Election has been made
(together with dividends attributable to such shares credited to such Deferred
Stock Account) shall be delivered in accordance with this Section 8 as soon as
practicable after the applicable Delivery Date.  Except with respect to a
Deferral Election pursuant to Section 6(c), or other agreement between the
parties, such shares shall be delivered at one time; provided that, if the
number of shares so delivered includes a fractional share, such number shall be
rounded to the nearest whole number of shares. If the Participant has in effect
a Deferral Election pursuant to Section 6(c), then such shares shall be
delivered in five equal annual installments (together with dividends
attributable to such shares credited to such Deferred Stock Account), with the
first such installment being delivered on the first anniversary of the Delivery
Date; provided that, if in order to equalize such installments, fractional
shares would have to be delivered, such installments shall be adjusted by
rounding to the nearest whole share.  If any such shares are to be delivered
after the Participant has died or become legally incompetent, they shall be
delivered to the Participant's estate or legal guardian, as the case may be, in
accordance with the foregoing; provided that, if the Participant dies with a
Deferral Election pursuant to Section 6(c) in effect, the Committee shall
deliver all remaining undelivered shares to the Participant's estate
immediately. References to a Participant in this Plan shall
be deemed to refer to the Participant's estate or legal guardian, where
appropriate.

(b)  The Company may, but shall not be required to, create a grantor trust or
utilize an existing grantor trust (in either case, "Trust") to assist it in
accumulating the shares of Common Stock needed to fulfill its obligations under
this  Section 8.   However, Participants shall have no beneficial or other
interest in the Trust and the assets thereof, and their rights under the Plan
shall be as general creditors of the Company, unaffected by the existence or
nonexistence of the Trust, except that deliveries of Stock Retainers to
Participants from the Trust shall, to the extent thereof, be treated as
satisfying the Company's obligations under this Section 8.

9.  Share Certificates; Voting and Other Rights.

The certificates for shares delivered to a Participant pursuant to Section 8
above shall be issued in the name of the Participant, and from and after the
date of such issuance the Participant shall be entitled to all rights of a
shareholder with respect to Common Stock for all such shares issued in his or
her name, including the right to vote the shares, and the Participant shall
receive all dividends and other distributions paid or made with respect
thereto.

10.  General Restrictions.

(a)  Notwithstanding any other provision of the Plan or agreements made
pursuant thereto, the Company shall not be required to issue or deliver any
certificate or certificates for shares of Common Stock under the Plan prior to
fulfillment of all of the following conditions:

(i)   Listing or approval for listing upon official notice of issuance of such
shares on the New York Stock Exchange, Inc., or such other securities exchange
as may at the time be a market for the Common Stock;

(ii)   Any registration or other qualification of such shares under any state
or federal law or regulation, or the maintaining in effect of any such
registration or other qualification which the Committee shall, upon the advice
of counsel, deem necessary or advisable; and

(iii)   Obtaining any other consent, approval, or permit from any state or
federal governmental agency which the Committee shall, after receiving the
advice of counsel, determine to be necessary or advisable.

(b)  Nothing contained in the Plan shall prevent the Company from adopting
other or additional compensation arrangements for the Participants.

11.  Shares Available.

Subject to Section 12 below, the maximum number of shares of Common Stock which
may in the aggregate be paid as Stock Retainers pursuant to the Plan is Eight
Million (8,000,000).  Shares of Common Stock issueable under the Plan may be
taken from treasury shares of the Company or purchased on the open market.

12.  Adjustments; Change of Control.

(a)  In the event that there is, at any time after the Board adopts the Plan,
any change in corporate capitalization, such as a stock split, combination of
shares, exchange of shares, warrants or rights offering to purchase Common
Stock at a price below its fair market value, reclassification, or
recapitalization, or a corporate transaction, such as any merger, consolidation
separation, including a spin-off, or other extraordinary distribution of stock
or property of the Company, any reorganization (whether or not such
reorganization comes within the definition of such term in Section 368 of the
Code) or any partial or complete liquidation of the Company (each of the
foregoing a "Transaction"), in each case other than any such Transaction which
constitutes a Change of Control (as defined below), (i) the Deferred Stock
Accounts shall be credited with the amount and kind of shares or other property
which would have been received by a holder of the number of shares of Common
Stock held in such Deferred Stock Account had such shares of Common Stock been
outstanding as of the effectiveness of any such Transaction, (ii) the number
and kind of shares or other property subject to the Plan shall likewise be
appropriately adjusted to reflect the effectiveness of any such Transaction
and (iii) the Committee shall appropriately adjust any other relevant
provisions of the Plan and any such modification by the Committee shall
be binding and conclusive on all persons.

(b)  If the shares of Common Stock credited to the Deferred Stock Accounts are
converted pursuant to Section 12(a) into another form of property, references
in the Plan to the Common Stock shall be deemed, where appropriate, to refer to
such other form of property, with such other modifications as may be required
for the Plan to operate in accordance with its purposes. Without limiting the
generality of the foregoing, references to delivery of certificates for shares
of Common Stock shall be deemed to refer to delivery of cash and the incidents
of ownership of any other property held in the Deferred Stock Accounts.

(c)  In lieu of the adjustment contemplated by Section 12(a), in the event of a
Change of Control, the following shall occur on the date of the Change of
Control:  (i) the shares of Common Stock held in each Participant's Deferred
Stock Account  shall be deemed to be issued and outstanding as of the Change of
Control; (ii) the Company shall forthwith deliver to each Participant who has a
Deferred Stock Account all of the shares of Common Stock or any other property
held in such Participant's Deferred Stock Account; and (iii) the Plan shall be
terminated.

(d)  For purposes of this Plan, Change of Control shall mean any of the
following events:

(i)   The acquisition by any individual, entity or group (within the meaning of
Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act")) (a "Person") of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either (a)
the then outstanding shares of common stock of the Company ("Outstanding
Company Common Stock") or (b) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally in the election of
directors ("Outstanding Company Voting Securities"); provided, however, that
the following acquisitions shall not constitute a Change of Control:  (a) any
acquisition directly from the Company (excluding an acquisition by virtue of
the exercise of a conversion privilege unless the security being so converted
was itself acquired directly from the Company), (b) any acquisition by the
Company, (c) any acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation controlled by the
Company or (d) any acquisition by any corporation pursuant to a reorganization,
merger or consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (a), (b) and (c) of
paragraph (iii) of this Section 12(d) are satisfied; or

(ii)   Individuals who, as of the date hereof, constitute the Board of the
Company (as of the date hereof, "Incumbent Board") cease for any reason to
constitute at least a majority of the Board; provided, however, that any
individual becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by a vote
of at least a majority of the directors then comprising the Incumbent Board
shall be considered as though such individual were a member of the Incumbent
Board, but excluding, for this purpose, any such individual whose initial
assumption of office occurs as a result of either an actual or threatened
election contest (as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or threatened solicitation
of proxies or consents by or on behalf of a Person other than the Board; or

(iii)   Approval by the shareholders of the Company of a reorganization, merger
binding share exchange or consolidation, unless, following such reorganization,
merger, binding share exchange or consolidation (a) more than sixty percent
(60%) of, respectively, the then outstanding shares of common stock of the
corporation resulting from such reorganization, merger, binding share exchange
or consolidation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors is then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were the beneficial
owners, respectively, of the Outstanding Company Common Stock and Outstanding
Company Voting Securities immediately prior to such reorganization, merger,
binding share exchange or consolidation in substantially the same proportions
as their ownership, immediately prior to such reorganization, merger, binding
share exchange or consolidation, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities, as the case may be, (b) no Person
(excluding the Company, any employee benefit plan (or related trust) of the
Company or such corporation resulting from such reorganization, merger, binding
share exchange or consolidation and any Person beneficially owning, immediately
prior to such reorganization, merger, binding share exchange or consolidation,
directly or indirectly, twenty percent (20%) or more of the Outstanding Company
Common Stock or Outstanding Company Voting Securities, as the case may be)
beneficially owns, directly or indirectly, twenty percent (20%) or more of,
respectively, the then outstanding shares of common stock of the corporation
resulting from such reorganization, merger, binding share exchange or
consolidation or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in the election of
directors and (c) at least a majority of the members of the board of directors
of the corporation resulting from such reorganization, merger, binding share
exchange or consolidation were members of the Incumbent Board at the time of
the execution of the initial agreement providing for such reorganization,
merger, binding share exchange or consolidation; or

(iv)   Approval by the shareholders of the Company of (a) a complete
liquidation or dissolution of the Company or (b) the sale or other disposition
of all or substantially all of the assets of the Company, other than to a
corporation, with respect to which following such sale or other disposition,
(x) more than sixty percent (60%) of, respectively, the then outstanding shares
of common stock of such corporation and the combined voting power of the then
outstanding voting securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned, directly or indirectly,
by all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Common Stock and
Outstanding Company Voting Securities immediately prior to such sale or other
disposition in substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the Outstanding Company
Common Stock and Outstanding Company Voting Securities, as the case may be, (y)
no Person (excluding the Company and any employee benefit plan (or related
trust) of the Company or such corporation and any Person beneficially owning,
immediately prior to such sale or other disposition, directly or indirectly,
twenty percent (20%) or more of the Outstanding Company Common Stock or
Outstanding Company Voting Securities, as the case may be) beneficially owns,
directly or indirectly, twenty percent (20%) or more of, respectively, the then
outstanding shares of common stock of such corporation and the combined voting
power of the then outstanding voting securities of such corporation entitled to
vote generally in the election of directors and (z) at least a majority of the
members of the board of directors of such corporation were members of the
Incumbent Board at the time of the execution of the initial agreement or action
of the Board providing for such sale or other disposition of assets of the
Company.

13.  Administration; Amendment and Termination.

(a)  The Plan shall be administered by a committee consisting of three members
who shall be the current directors of the Company or senior executive officers
or other directors who are not Participants as may be designated by the Chief
Executive Officer ("Committee"), which shall have full authority to construe
and interpret the Plan, to establish, amend and rescind rules and regulations
relating to the Plan, and to take all such actions and make all such
determinations in connection with the Plan as it may deem necessary or
desirable.

(b)  The Board may from time to time make such amendments to the Plan,
including to preserve or come within any exemption from liability under Section
16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
as it may deem proper and in the best interest of the Company without further
approval of the Company's stockholders, provided that, to the extent required
under New York law or to qualify transactions under the Plan for exemption
under Rule 16b-3 promulgated under the Exchange Act, no amendment to the Plan
shall be adopted without further approval of the Company's stockholders and,
provided, further, that if and to the extent required for the Plan to comply
with Rule 16b-3 promulgated under the Exchange Act, no amendment to the Plan
shall be made more than once in any six (6) month period that would change the
amount, price or timing of the grants of Common Stock hereunder other than to
comport with changes in the Internal Revenue Code of 1986, as amended, the
Employee Retirement Income Security Act of 1974, as amended, or the regulations
thereunder.  (c)  The Board may terminate the Plan at any time by a vote of a
majority of the members thereof.

14.  Miscellaneous.

(a)  Nothing in the Plan shall be deemed to create any obligation on the part
of the Board to nominate any Director for reelection by the Company's
shareholders or to limit the rights of the shareholders to remove any Director.

(b)  The Company shall have the right to require, prior to the issuance or
delivery of any shares of Common Stock pursuant to the Plan, that a Participant
make arrangements satisfactory to the Committee for the withholding of any taxes
required by law to be withheld with respect to the issuance or delivery of such
shares, including without limitation by the withholding of shares that would
otherwise be so issued or delivered, by withholding from any other payment due
to the Participant, or by a cash payment to the Company by the Participant.

15.  Governing Law.

The Plan and all actions taken thereunder shall be governed by and construed in
accordance with the laws of the State of Washington.

                                                Ness Energy International, Inc.

                                                By:   /s/ Hayseed Stephens
                                                Hayseed Stephens, President/
                                                Chief Executive Officer

                                          EX-5

                                  OPINION RE: LEGALITY

                                    Brian F. Faulkner
                              A Professional Law Corporation
                              3900 Birch Street, Suite 113
                              Newport Beach, California 92660
                                     (949) 975-0544

August 13, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Ness Energy International, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Ness Energy International, Inc., a Washington
corporation ("Company"), in connection with its Registration Statement on Form
S-8 relating to the registration of 8,000,000 shares of its common stock
("Shares"), $0.001 par value per Share.  The Shares are issuable pursuant to
the Company's Non-Employee Directors and Consultants Retainer Stock Plan.

In my representation I have examined such documents, corporate records, and
other instruments as we have deemed necessary or appropriate for purposes of
this opinion, including, but not limited to, the Articles of Incorporation, and
all amendments thereto, and Bylaws of the Company.

Based upon and in reliance on the foregoing, and subject to the
qualifications and assumptions set forth below, it is my opinion that the
Company is duly organized and validly existing as a corporation under the laws
of the State of Washington, and that the Shares, when issued and sold, will be
validly issued, fully paid, and non-assessable.

My opinion is limited by and subject to the following:

(a)  In rendering my opinion I have assumed that, at the time of each
issuance and sale of the Shares, the Company will be a corporation validly
existing and in good standing under the laws of the State of Washington.

(b)  In my examination of all documents, certificates and records, I have
assumed without investigation the authenticity and completeness of all
documents submitted to me as originals, the conformity to the originals of all
documents submitted to me as copies and the authenticity and completeness of
the originals of all documents submitted to me as copies.  I have also assumed
the genuineness of all signatures, the legal capacity of natural persons, the
authority of all persons executing documents on behalf of the parties thereto
other than the Company, and the due authorization, execution and delivery of
all documents by the parties thereto other than the Company.  As to matters of
fact material to this opinion, I have relied upon statements and
representations of representatives of the Company and of public officials and
have assumed the same to have been properly given and to be accurate.

(c)  My opinion is based solely on and limited to the federal laws
of the United States of America and the Washington Business Corporation Act.  I
express no opinion as to the laws of any other jurisdiction.

Sincerely,

/s/  Brian F. Faulkner, Esq.
Brian F. Faulkner, Esq.

                                      EX-23.1

                              CONSENT OF ACCOUNTANT

Weaver and Tidwell, L.L.P.
Certified Public Accountants
307 West 7th Street
Ft. Worth, Texas 76102
(817) 332-7905

July 26, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Ness Energy International, Inc. - Form S-8

Dear Sir/Madame:

As certified public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of our report dated March 14,
2001 in Ness Energy International, Inc.'s Form 10-KSB for the fiscal year ended
December 31, 2000, and to all references to our Firm included in this
Registration Statement.

Sincerely,

/s/  Weaver and Tidwell, L.L.P.
Weaver and Tidwell, L.L.P.

                                      EX-23.2

                                 CONSENT OF COUNSEL

                                  Brian F. Faulkner
                           A Professional Law Corporation
                            3900 Birch Street, Suite 113
                           Newport Beach, California 92660
                                   (949) 975-0544

August 13, 2001

U.S. Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549

Re:  Ness Energy International, Inc. - Form S-8

Dear Sir/Madame:

I have acted as counsel to Ness Energy International, Inc., a Washington
corporation ("Company"), in connection with its Registration Statement on Form
S-8 relating to the registration of 8,000,000 shares of its common stock
("Shares"), $0.001 par value per Share.  The Shares are issuable pursuant to
the Company's Non-Employee Directors and Consultants Retainer Stock Plan.  I
hereby consent to all references to my firm included in this Registration
Statement, including the opinion of legality.

Sincerely,

/s/  Brian F. Faulkner, Esq.
Brian F. Faulkner, Esq.