As filed with the Securities and Exchange Commission on September __, 2001

File No. 000-28581



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

            5G WIRELESS COMMUNICATIONS, INC. (Formerly Tesmark, Inc.)

_______________________________________________________________________________

             (Exact name of registrant as specified in its charter)



NEVADA  82-0351882

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)



                            Consulting Agreement with
                                   Brent Fouch
_______________________________________________________________________________

                            (Full title of the plan)

Corporate Capital Formation, 2921 N. Tenaya Way, Suite 208, Las Vegas, NV 89128
                    (Name and Address of Agent for Service)


                                 (702) 214-8440

          (Telephone number including area code, of agent for service)


                        CALCULATION OF REGISTRATION FEE


Proposed Proposed

Maximum Maximum

Title of Securities Amount of Offering Aggregate Amount

Securities to be Registered Shares to be Price Per Offering of Reg.

Registered Share Price Fee2


$.001 par value Common 1,250,000 $0.03 $37,500 $9.38

Stock

Totals 1,250,000 $0.03  $37,500 $9.38


_______________________________________________________________________________


Total No. of pages: 23 Exhibit Index on Page No: 14




     Pursuant to Rule 416(c)  promulgated  under the  Securities Act of 1933, as
amended,  the  Registration  Statement  also covers an  indeterminate  amount of
Shares to be offered or sold as a result of any  adjustments  from stock splits,
stock dividends or similar events.

     Based upon the average bid and asked prices of the  Company's  Common Stock
in over-the-counter trading on September 19, 2001.






                                   PROSPECTUS

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

                       (1,250,000 SHARES OF COMMON STOCK)



     This   Prospectus   relates   to  the  offer   and  sale  by  5G   Wireless
Communications, Inc. ("FGWC"), a Nevada corporation ("the Company") of shares of
its $0.001 par value common stock (the "Common Stock) to a certain consultant of
the Company (the  "Consultant)  pursuant to agreements  entered into between the
Company  and the  Consultant.  The  Company is  registering  hereunder  and then
issuing  upon  receipt of  adequate  consideration  therefor  to the  Consultant
1,250,000 shares of the Common Stock in consideration  for services rendered and
to be rendered under the agreements.

     The Common  Stock is not  subject to any  restriction  on  transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the  Securities Act of 1933 (the Act) may sell all or part of the
shares  in any way  permitted  by law  including  sales in the  over-the-counter
market  at  prices  prevailing  at the  time of such  sale.  None of the  shares
registered  hereunder  are  being  sold to  anyone  who is an  affiliate  of the
Company.  An  affiliate  is,  summarily,  any  director,  executive  officer  or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities  Exchange Act of 1934 as amended (the
Exchange  Act) which would limit their  discretion  in  transferring  the shares
acquired in the Company.  If the Consultant who is not now an affiliate  becomes
an affiliate  of the Company in the future;  he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).

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

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



               The date of this Prospectus is September 20, 2001




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

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

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

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

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




                                TABLE OF CONTENTS



PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN lNFORMATION
The Company
Purpose
Common Stock
The Consultant
No Restrictions on Transfer
Tax Treatment to the Consultant
Tax Treatment to the Company
Restrictions on Resales

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Legal Opinion and Experts
Indemnification of Officers and Directors
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. lNCORPORATION OF DOCUMENTS BY REFERENCE

ITEM 4. DESCRIPTION OF SECURITIES

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

ITEM 8. EXHIBITS

ITEM 9. UNDERTAKINGS

EXHIBIT INDEX

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

GENERAL INFORMATION

The Company

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

Purposes

     The Common  Stock will be issued by the Company  pursuant  to an  agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreements are intended
to provide a method  whereby  the  Company  may be  stimulated  by the  personal
involvement   of  the  Consultant  in  the  Company's   business   planning  and
development,  thereby  advancing  the  interests of the Company,  and all of its
shareholders.  A copy of the  agreement  has been  filed as an  exhibit  to this
Registration Statement.

Common Stock

     The Board has  authorized  the  issuance of up to  1,250,000  shares of the
Common  stock  to  the  Consultant  upon   effectiveness  of  this  registration
Statement.

The Consultant

     The  Consultant  has  agreed to  provide  its  expertise  and advice to the
Company on a non-exclusive basis for the purpose of assisting the Company in its
identifying  acquisition targets and structuring mergers and other acquisitions,
business development, business strategy and corporate image.

No Restrictions on Transfer

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

Tax Treatment to the Consultant

     The Common  Stock is not  qualified  under  Section  401(a) of the Internal
Revenue Code. The Consultant,  therefore,  will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt  since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however,  the  Consultant  receives  shares  of  common  stock  pursuant  to the
exercises  of an option or options at an  exercise  price  below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair  market  value of the stock on the date of  exercise  will be
deemed ordinary income for federal income tax purposes.  The Consultant is urged
to consult his tax  advisor on this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Tax Treatment to the Company

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

Restrictions of Resales

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

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

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



Item 2. Registrant Information and Employee Plan Annual Information

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

Legal Opinions and Experts

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

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

Indemnification of Officers and Directors

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

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

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

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



Item 4. Description of Securities

     No description of the class of securities (i.e., the $.001 par value Common
Stock ) is required under this item because the common Stock is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

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

Item 6.Indemnification of Directors and Officers

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

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

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

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

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


Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8.Exhibits

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


Exhibit No.Title

4.Not Applicable

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

10.Consulting Agreement with Brent Fouch,

15.Not Required

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

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

27.Not Required

28. Not Required

29.Not Required

Item 9.Undertakings

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

Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the undersigned
thereunto  duly  authorized in the City of Las Vegas,  Nevada on the 20th day of
September, 2001.



5G WIRELESS COMMUNICATIONS, INC.
(Registrant)


By: /s/ Michael Tan
Michael Tan, President


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

Signatures Title Date



/s/ Michael Tan President September 20, 2001
Michael Tan  Director

/s/ Allen Schwabe Secretary/Treasurer September 20, 2001
Allen Schwabe  Director

/s/ Richard Lajeunesse Chief Technology Officer September 20, 2001
Richard Lajeunesse


FORM S-8 REGISTRATION STATEMENT

EXHIBIT INDEX

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

Exhibit Number
In Registration
Statement Descriptions Numbered Page
_______________________________________________________________________________

5. Opinion of Counsel

10. Consulting Agreement with Brent Fouch, 17



23.1 Consent of Warren J. Soloski

23.2 Consent of Randy Simpson, P.C., Certified Public Accountant. 23


Michael Tan
5G WIRELESS COMMUNICATIONS, INC.
2921 N. Tenaya Way, Suite 216.
Las Vegas, NV 89128

Re: Legal Opinion for S-8 Registration Statement

Dear Mr. Tan:

     At your request,  I have examined the form of Registration  Statement which
5G WIRELESS  COMMUNICATIONS,  INC. (the "Company") is filing with the Securities
and  Exchange  Commission,  on  Form  S-8  (the  "Registration  Statement"),  in
connection with the  registration  under the Securities Act of 1933, as amended,
of 1,250,000  shares of your Common  Stock (the  "Stock")  issuable  pursuant to
satisfaction of conditions set forth in the agreement with the Consultant to the
Company (the "Consulting Agreement").

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

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

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

3.  Resolutions  adopted by the Board of  Directors  of the Company  authorizing
entry into a consultant agreement;

4. The Registration Statement;

     5. The  agreements  with the entity for the shares being  registered in the
Registration Statement.

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

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

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

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

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

Very truly yours,

/s/ Warren J. Soloski
Warren J. Soloski




INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT





THE AGREEMENT is made and entered into as of this 1st day of September,  2001 by
and  between  5G  WIRELESS  COMMUNICATIONS,  INC.,  hereinafter  referred  to as
"Client", with its principal place of business at 2921 N. Tenaya Way, Suite 216,
Las Vegas, NV 89128, and Brent Fouch, with his place of business at 990 Highland
Drive,  Suite  106,  Solana  Beach,  CA  92075,   hereinafter   referred  to  as
"Consultant".

RECITALS

A. WHEREAS, Client is a development stage company; and

     B  WHEREAS,  the  Consultant  is  generally  knowledgeable  in the areas of
identifying  acquisition  targets consistent with the business operations of the
Company  and  possesses   experience  in  merger   structure,   corporate  image
advertising, business development and business strategy; and

C. WHEREAS,  the Company wishes to engage the Consultant on a nonexclusive basis
as  an  independent  contractor  to  utilize  Consultant's  general  acquisition
experience and specific  merger  structure  experience for this type of Company,
corporate image advertising,  and business  development and strategy  expertise;
and

D.WHEREAS,  the  Consultant  is  willing  to be so  retained  on the  terms  and
conditions as set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE,  in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:

     1.Engagement.  The Company hereby retains and engages Consultant to perform
the following consulting services (the "Consulting Services");
     1.1 Duties of  Consultant.  The  Consultant  will provide such services and
advice to the  Company so as to assist the  Company in  identifying  acquisition
targets for the Company and advise the Company in  structuring  mergers or other
acquisitions.  Without limiting the generality of the foregoing, Consultant will
also assist the  Company in  developing,  studying  and  evaluating  acquisition
proposals,  prepare reports and studies  thereon when  advisable,  and assist in
negotiations  and  discussions  pertaining  thereof.  Nothing  contained  herein
constitutes  a commitment on the part of the  Consultant to find an  acquisition
target for the Company or, if such target is found, that any transaction will be
completed.  Consultant  will assist the Company in creating its corporate  image
advertising, business development and business strategy. This Agreement is not a
contract for listing  services,  and nothing in this  Agreement will require the
Consultant  to  negotiate on behalf of the Company  with  corporations  that are
involved  with  listings or making a market in corporate  securities  in the OTC
markets.
     2.Duties  Expressly   Excluded.   This  Agreement  expressly  excludes  the
Consultant from providing any and all capital  formation  and/or public relation
services to the Company  inclusive  of but not limited to (i) direct or indirect
promotion of the Company's securities;  (ii) assistance in making of a market in
the Company's  securities;  and (iii) assistance in obtaining debt and/or equity
financing.  The  Consultant  shall not have the power of  authority  to bind the
Company to any transaction without the Company*s prior written consent.

3.  Consideration.  Client and Consultant agree that Consultant receive from the
Client a fee One Million  Two  Hundred  Fifty  Thousand,  (1,250,000)  shares of
Clients common stock, in advance,  as consideration for the services rendered or
to be rendered pursuant to this Agreement.

4.Term.  This  Agreement  shall be  effective  for a term of twelve  (12) months
starting from the date first written above unless sooner  terminated upon mutual
written agreement of the parties hereto.

5. Expenses. Consultant shall bear his out-of-pocket costs and expenses incident
to performing the Consulting Services, without a right of reimbursement form the
Company unless such expenses are pre-approved by the Company.

     6.Consultant's  Liability.  In the absence of gross  negligence  or willful
misconduct on the part of the Consultant or the Consultant's breach of any terms
of this Agreement,  the Consultant  shall not be liable to the Company or to any
officer, director, employee, stockholder or creditor of the Company, for any act
or omission in the course of or in connection with the rendering or providing of
services hereunder.  Except in those cases where the gross negligence or willful
misconduct  of the  Consultant  or the breach by the  Consultant of any terms of
this Agreement is alleged and proven,  the Company agrees to defend,  indemnify,
and hold the Consultant  harmless from and against any and all reasonable costs,
expenses and liability (including reasonable attorney's fees paid in the defense
of the  Consultant)  which may in any way result from  services  rendered by the
Consultant  pursuant  to  or  in  any  connection  with  this  Agreement.   This
indemnification  expressly  excludes  any and all  damages  as a  result  of any
actions or statements,  on behalf of the Company, made by the Consultant without
the prior approval or authorization of the Company.

7.Company's Liability. The Consultant agrees to defend,  indemnify, and hold the
Company  harmless  from an against any and all  reasonable  costs,  expenses and
liability (including  reasonable attorney's fees paid in defense of the Company)
which  may in any  way  result  pursuant  to its  gross  negligence  or  willful
misconduct or in any  connection  with any actions taken or statements  made, on
behalf of the  Company,  without  the prior  approval  or  authorization  of the
Company or which are otherwise in violation of applicable law.

8.Representations.   The   Consultant   makes  the  following   representations:
a.Consultant  has no prior or existing  legally binding  obligations that are in
conflict with its entering into this Agreement;

b.Consultant  shall not offer or make payment of any  consideration  to brokers,
dealers, or others for purposes of inducing the purchase,  making of a market or
recommendation for the purchase of the Company's securities;

c. Consultant is not currently the subject of an investigation or inquiry by the
Securities  and  Exchange   Commission,   the  NASD,  or  any  state  securities
commission;

d.Consultant's  activities and operations  fully comply with now and will comply
with in the  future  all  applicable  state  and  federal  securities  laws  and
regulations;

e.Consultant  understands  that,  as a result  of its  services,  it may come to
possess  material  non-public  information  about the  Company,  and that it has
implemented internal control procedures designed to reasonably to insure that it
and  none of its  employees,  agents,  Consultant  or  affiliates,  trade in the
securities  of client  companies  while in  possession  of  material  non-public
information;

f.During the Term of this  Agreement  and for a period of two years  thereafter,
the Consultant shall treat as the Company's confidential trade secrets all date,
information,  ideas,  knowledge  and  papers  pertaining  to the  affairs of the
Company.  Without  limiting the generality of the foregoing,  such trade secrets
shall  include:  the  identity  of  the  Company's   customers,   suppliers  and
prospective customers and suppliers; the identity of the Company's creditors and
other sources of financing;  the Company's estimating and costing procedures and
the cost and gross prices charged by the Company for its products; the prices or
other  consideration  charged  to or  required  of  the  Company  by  any of its
suppliers or potential suppliers;  the Company's sales and promotional policies;
and all  information  relating to  entertainment  programs or  properties  being
produced or otherwise developed by the Company.  The Consultant shall not reveal
said trade  secretes to others  except in the proper  exercise of its duties for
the Company, or use their knowledge thereof in any way that would be detrimental
to the interest of the Company, unless compelled to disclose such information by
judicial or administrative  process;  provided,  however,  that the divulging of
information  shall not be a breach of this  Agreement  to the  extent  that such
information was (i) previously known by the party to which it is divulged,  (ii)
already in the public domain,  all through no fault of the Consultant,  or (iii)
required to be  disclosed  by  Consultant  pursuant to judicial or  governmental
order. The Consultant shall also treat all information pertaining to the affairs
of the Company's suppliers and customers and prospective customers and suppliers
as  confidential  trade secrets of such customers and suppliers and  prospective
customers and suppliers, and:

g. Consultant  agrees to notify the Company  immediately if, at any time, any of
the  representations  and warranties made by the Consultant herein are no longer
true and  correct or if a breach of any of the  representations  and  warranties
made by the Consultant herein occurs,

9.The Company makes the following representations:

a.The Company is not currently the subject of an investigation or inquiry by the
Securities  and  Exchange   Commission,   the  NASD,  or  any  state  securities
commission;

b. The Company is in good standing in its state of incorporation;

     c. The Company and its senior  management  are not aware of any  materially
adverse  events not previously  disclosed in the Company's  annual and quarterly
reports with the Securities and Exchange Commission.

10.  Entire  Agreement.   This  Agreement  embodies  the  entire  agreement  and
understanding  between the Company and the Consultant and supersedes any and all
negotiations,  prior  discussions  and  preliminary  and  prior  agreements  and
understandings  related to the primary  subject  matter  hereof.  This Agreement
shall not be modified except by written  instrument duly executed by each of the
parties hereto.

11.Waiver. No waiver of nay of the provisions of this Agreement shall be deemed,
or shall  constitute  a waiver of any  other  provisions,  nor shall any  waiver
constitute a continuing  wavier.  No waiver shall be binding unless  executed in
writing by the party making the waiver.

     12.Assignment  and Binding Effect.  This Agreement and the rights hereunder
may not be assigned by the parties  (except by  operation  of law or merger) and
shall be  binding  upon and  inure  to the  benefit  of the  parties  and  their
respective successors, assigns and legal representatives.

13.Notices.  Any notice or other communication  between the parties hereto shall
be sufficiently  given if sent by certified or registered mail, postage prepaid,
or faxed and confirmed at the following locations:

Company:
5G WIRELESS COMMUNICATIONS, INC.
2921 N. Tenaya Way, Suite 216
Las Vegas, NV 89128 Attn: Michael Tan

Consultant:
Brent Fouch
990 Highland Drive, Suite 106
Solana Beach, CA 92075
Attn: Brent Fouch

or at such other  location as the addressee may have  specified in a notice duly
given to the sender as provided herein. Such notice or other communication shall
be deemed to be given on the date of receipt.

14.Severability.  Every provision of this Agreement is intended to be severable.
If any term or  provision  hereof is deemed  unlawful  or invalid for any reason
whatsoever,  such  unlawfulness  or invalidity  shall not affect the validity of
this Agreement.

15.Governing   Law.  This  Agreement  shall  be  construed  and  interpreted  in
accordance  with the laws of the  State of  Nevada,  without  giving  effect  to
conflicts of laws.

16.Headings.  The  headings  of  this  Agreement  are  inserted  solely  for the
convenience  of  reference  and are not part of, and are not intended to govern,
limit or aid in the construction of any term or provision hereof.

     17.Further  Acts. Each party agrees to perform any further acts and execute
and deliver any further documents that may be reasonably  necessary to carry out
the provisions and intent of this Agreement.]

18.Acknowledgment  Concerning  Counsel.  Each party acknowledges that it had the
opportunity to employ  separate and  independent  counsel of its own choosing in
connection with this Agreement.

19.Independent Contractor Status. There is no relationship, partnership, agency,
employment,  franchise or joint venture between the parties. The parties have no
authority to bind the other or incur any obligations on their behalf.

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





IN WITNESS  WHEREOF,  the parties  hereto have duly execute this Agreement as of
the date first written above. 5G WIRELESS COMMUNICATIONS, INC.



BY:_____________________________________
Michael Tan its President



Brent Fouch



BY:_______________________________ Brent Fouch

WARREN J. SOLOSKI Letterhead



CONSENT OF COUNSEL



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

/s/ Warren J. Soloski
Warren J. Soloski
Special Counsel to 5G WIRELESS COMMUNICATIONS, INC.




RANDY SIMPSON P, PC
CERTIFIED PUBLIC ACCOUNTANT Letterhead


CONSENT OF INDEPENDENT AUDITORS



We  consent  to  the  use  in  this   Registration   Statement  of  5G  WIRELESS
COMMUNICATIONS,  INC.  on  Form  S-8 for my  report  relating  to the  financial
statements of 5G WIRELESS COMMUNICATIONS, INC. dated. December 31, 2000.

/s/ P.C. Certified Public Accountant

c:wpdocs\5g\s-8-reg.sta
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{"company-data": {"conformed-name": "5 G WIRELESS COMMUNICATIONS INC", "cik": "0001100748", "assigned-sic": "9995", "irs-number": "880441332", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-70936", "film-number": "1751997"}, "business-address": {"street1": "2921 N TENAYA WAY SUITE 218", "city": "LAS VEGAS", "state": "NV", "zip": "89128", "phone": "7029474877"}, "mail-address": {"street1": "2921 N TENAYA WAY SUITE 234", "city": "LAS VEGAS", "state": "NV", "zip": "89128"}, "former-company": {"former-conformed-name": "TESMARK INC", "date-changed": "19991209"}}
As filed with the Securities and Exchange Commission on September __, 2001

File No. 000-28581

                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

            5G WIRELESS COMMUNICATIONS, INC. (Formerly Tesmark, Inc.)

_______________________________________________________________________________

             (Exact name of registrant as specified in its charter)

NEVADA  82-0351882

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)

                            Consulting Agreement with
                                   Brent Fouch
_______________________________________________________________________________

                            (Full title of the plan)

Corporate Capital Formation, 2921 N. Tenaya Way, Suite 208, Las Vegas, NV 89128
                    (Name and Address of Agent for Service)

                                 (702) 214-8440

          (Telephone number including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE

Proposed Proposed

Maximum Maximum

Title of Securities Amount of Offering Aggregate Amount

Securities to be Registered Shares to be Price Per Offering of Reg.

Registered Share Price Fee2

$.001 par value Common 1,250,000 $0.03 $37,500 $9.38

Stock

Totals 1,250,000 $0.03  $37,500 $9.38

_______________________________________________________________________________

Total No. of pages: 23 Exhibit Index on Page No: 14

     Pursuant to Rule 416(c)  promulgated  under the  Securities Act of 1933, as
amended,  the  Registration  Statement  also covers an  indeterminate  amount of
Shares to be offered or sold as a result of any  adjustments  from stock splits,
stock dividends or similar events.

     Based upon the average bid and asked prices of the  Company's  Common Stock
in over-the-counter trading on September 19, 2001.

                                   PROSPECTUS

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

                       (1,250,000 SHARES OF COMMON STOCK)

     This   Prospectus   relates   to  the  offer   and  sale  by  5G   Wireless
Communications, Inc. ("FGWC"), a Nevada corporation ("the Company") of shares of
its $0.001 par value common stock (the "Common Stock) to a certain consultant of
the Company (the  "Consultant)  pursuant to agreements  entered into between the
Company  and the  Consultant.  The  Company is  registering  hereunder  and then
issuing  upon  receipt of  adequate  consideration  therefor  to the  Consultant
1,250,000 shares of the Common Stock in consideration  for services rendered and
to be rendered under the agreements.

     The Common  Stock is not  subject to any  restriction  on  transferability.
Recipients of shares other than persons who are affiliates of the Company within
the meaning of the  Securities Act of 1933 (the Act) may sell all or part of the
shares  in any way  permitted  by law  including  sales in the  over-the-counter
market  at  prices  prevailing  at the  time of such  sale.  None of the  shares
registered  hereunder  are  being  sold to  anyone  who is an  affiliate  of the
Company.  An  affiliate  is,  summarily,  any  director,  executive  officer  or
controlling shareholder of the Company. The affiliates of the Company may become
subject to Section 16(b) of the Securities  Exchange Act of 1934 as amended (the
Exchange  Act) which would limit their  discretion  in  transferring  the shares
acquired in the Company.  If the Consultant who is not now an affiliate  becomes
an affiliate  of the Company in the future;  he would then be subject to Section
I(b) of the Exchange Act (See General Information --- Restrictions on Resale).

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

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

               The date of this Prospectus is September 20, 2001

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

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

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

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

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

                                TABLE OF CONTENTS

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1. PLAN lNFORMATION
The Company
Purpose
Common Stock
The Consultant
No Restrictions on Transfer
Tax Treatment to the Consultant
Tax Treatment to the Company
Restrictions on Resales

DOCUMENTS INCORPORATED BY REFERENCE & ADDITIONAL INFORMATION
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Legal Opinion and Experts
Indemnification of Officers and Directors
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. lNCORPORATION OF DOCUMENTS BY REFERENCE

ITEM 4. DESCRIPTION OF SECURITIES

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

ITEM 8. EXHIBITS

ITEM 9. UNDERTAKINGS

EXHIBIT INDEX

                                     PART 1

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information

GENERAL INFORMATION

The Company

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

Purposes

     The Common  Stock will be issued by the Company  pursuant  to an  agreement
entered into between the Consultant and the Company and approved by the Board of
Directors of the Company (the "Board of Directors"). The agreements are intended
to provide a method  whereby  the  Company  may be  stimulated  by the  personal
involvement   of  the  Consultant  in  the  Company's   business   planning  and
development,  thereby  advancing  the  interests of the Company,  and all of its
shareholders.  A copy of the  agreement  has been  filed as an  exhibit  to this
Registration Statement.

Common Stock

     The Board has  authorized  the  issuance of up to  1,250,000  shares of the
Common  stock  to  the  Consultant  upon   effectiveness  of  this  registration
Statement.

The Consultant

     The  Consultant  has  agreed to  provide  its  expertise  and advice to the
Company on a non-exclusive basis for the purpose of assisting the Company in its
identifying  acquisition targets and structuring mergers and other acquisitions,
business development, business strategy and corporate image.

No Restrictions on Transfer

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

Tax Treatment to the Consultant

     The Common  Stock is not  qualified  under  Section  401(a) of the Internal
Revenue Code. The Consultant,  therefore,  will be deemed for federal income tax
purposes to recognize ordinary income during the taxable year in which the first
of the following events occurs:  (a) the shares become freely  transferable,  or
(b) the  shares  cease  to be  subject  to a  substantial  risk  of  forfeiture.
Accordingly,  the Consultant will receive compensation taxable at ordinary rates
equal to the fair market value of the shares on the date of receipt  since there
will be no substantial risk of forfeiture or other restrictions on transfer. If,
however,  the  Consultant  receives  shares  of  common  stock  pursuant  to the
exercises  of an option or options at an  exercise  price  below the fair market
value of the shares on the date of exercise, the difference between the exercise
price and the fair  market  value of the stock on the date of  exercise  will be
deemed ordinary income for federal income tax purposes.  The Consultant is urged
to consult his tax  advisor on this  matter.  Further,  if any  recipient  is an
"affiliate", Section 16(b) of the Exchange Act is applicable and will affect the
issue of taxation.

Tax Treatment to the Company

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

Restrictions of Resales

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

DOCUMENTS INCORPORATED BY REFERENCE AND ADDITIONAL INFORMATION

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

Item 2. Registrant Information and Employee Plan Annual Information

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

Legal Opinions and Experts

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

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

Indemnification of Officers and Directors

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

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

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

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

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

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

Item 4. Description of Securities

     No description of the class of securities (i.e., the $.001 par value Common
Stock ) is required under this item because the common Stock is registered under
Section 12 of the Exchange Act.

Item 5. Interests of Named Experts and Counsel

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

Item 6.Indemnification of Directors and Officers

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

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

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

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

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

Item 7. Exemption from Registration Claimed

Not Applicable.

Item 8.Exhibits

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

Exhibit No.Title

4.Not Applicable

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

10.Consulting Agreement with Brent Fouch,

15.Not Required

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

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

27.Not Required

28. Not Required

29.Not Required

Item 9.Undertakings

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

Registrant hereby undertakes:

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

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

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

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

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

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

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

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

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

                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements for filing on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the undersigned
thereunto  duly  authorized in the City of Las Vegas,  Nevada on the 20th day of
September, 2001.

5G WIRELESS COMMUNICATIONS, INC.
(Registrant)

By: /s/ Michael Tan
Michael Tan, President

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

Signatures Title Date

/s/ Michael Tan President September 20, 2001
Michael Tan  Director

/s/ Allen Schwabe Secretary/Treasurer September 20, 2001
Allen Schwabe  Director

/s/ Richard Lajeunesse Chief Technology Officer September 20, 2001
Richard Lajeunesse

FORM S-8 REGISTRATION STATEMENT

EXHIBIT INDEX

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

Exhibit Number
In Registration
Statement Descriptions Numbered Page
_______________________________________________________________________________

5. Opinion of Counsel

10. Consulting Agreement with Brent Fouch, 17

23.1 Consent of Warren J. Soloski

23.2 Consent of Randy Simpson, P.C., Certified Public Accountant. 23

Michael Tan
5G WIRELESS COMMUNICATIONS, INC.
2921 N. Tenaya Way, Suite 216.
Las Vegas, NV 89128

Re: Legal Opinion for S-8 Registration Statement

Dear Mr. Tan:

     At your request,  I have examined the form of Registration  Statement which
5G WIRELESS  COMMUNICATIONS,  INC. (the "Company") is filing with the Securities
and  Exchange  Commission,  on  Form  S-8  (the  "Registration  Statement"),  in
connection with the  registration  under the Securities Act of 1933, as amended,
of 1,250,000  shares of your Common  Stock (the  "Stock")  issuable  pursuant to
satisfaction of conditions set forth in the agreement with the Consultant to the
Company (the "Consulting Agreement").

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

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

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

3.  Resolutions  adopted by the Board of  Directors  of the Company  authorizing
entry into a consultant agreement;

4. The Registration Statement;

     5. The  agreements  with the entity for the shares being  registered in the
Registration Statement.

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

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

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

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

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

Very truly yours,

/s/ Warren J. Soloski
Warren J. Soloski

INDEPENDENT CONTRACTOR/CONSULTING AGREEMENT

THE AGREEMENT is made and entered into as of this 1st day of September,  2001 by
and  between  5G  WIRELESS  COMMUNICATIONS,  INC.,  hereinafter  referred  to as
"Client", with its principal place of business at 2921 N. Tenaya Way, Suite 216,
Las Vegas, NV 89128, and Brent Fouch, with his place of business at 990 Highland
Drive,  Suite  106,  Solana  Beach,  CA  92075,   hereinafter   referred  to  as
"Consultant".

RECITALS

A. WHEREAS, Client is a development stage company; and

     B  WHEREAS,  the  Consultant  is  generally  knowledgeable  in the areas of
identifying  acquisition  targets consistent with the business operations of the
Company  and  possesses   experience  in  merger   structure,   corporate  image
advertising, business development and business strategy; and

C. WHEREAS,  the Company wishes to engage the Consultant on a nonexclusive basis
as  an  independent  contractor  to  utilize  Consultant's  general  acquisition
experience and specific  merger  structure  experience for this type of Company,
corporate image advertising,  and business  development and strategy  expertise;
and

D.WHEREAS,  the  Consultant  is  willing  to be so  retained  on the  terms  and
conditions as set forth in this Agreement.

AGREEMENT

     NOW, THEREFORE,  in consideration of the promises and the mutual agreements
hereinafter set forth, the parties hereto agree as follows:

     1.Engagement.  The Company hereby retains and engages Consultant to perform
the following consulting services (the "Consulting Services");
     1.1 Duties of  Consultant.  The  Consultant  will provide such services and
advice to the  Company so as to assist the  Company in  identifying  acquisition
targets for the Company and advise the Company in  structuring  mergers or other
acquisitions.  Without limiting the generality of the foregoing, Consultant will
also assist the  Company in  developing,  studying  and  evaluating  acquisition
proposals,  prepare reports and studies  thereon when  advisable,  and assist in
negotiations  and  discussions  pertaining  thereof.  Nothing  contained  herein
constitutes  a commitment on the part of the  Consultant to find an  acquisition
target for the Company or, if such target is found, that any transaction will be
completed.  Consultant  will assist the Company in creating its corporate  image
advertising, business development and business strategy. This Agreement is not a
contract for listing  services,  and nothing in this  Agreement will require the
Consultant  to  negotiate on behalf of the Company  with  corporations  that are
involved  with  listings or making a market in corporate  securities  in the OTC
markets.
     2.Duties  Expressly   Excluded.   This  Agreement  expressly  excludes  the
Consultant from providing any and all capital  formation  and/or public relation
services to the Company  inclusive  of but not limited to (i) direct or indirect
promotion of the Company's securities;  (ii) assistance in making of a market in
the Company's  securities;  and (iii) assistance in obtaining debt and/or equity
financing.  The  Consultant  shall not have the power of  authority  to bind the
Company to any transaction without the Company*s prior written consent.

3.  Consideration.  Client and Consultant agree that Consultant receive from the
Client a fee One Million  Two  Hundred  Fifty  Thousand,  (1,250,000)  shares of
Clients common stock, in advance,  as consideration for the services rendered or
to be rendered pursuant to this Agreement.

4.Term.  This  Agreement  shall be  effective  for a term of twelve  (12) months
starting from the date first written above unless sooner  terminated upon mutual
written agreement of the parties hereto.

5. Expenses. Consultant shall bear his out-of-pocket costs and expenses incident
to performing the Consulting Services, without a right of reimbursement form the
Company unless such expenses are pre-approved by the Company.

     6.Consultant's  Liability.  In the absence of gross  negligence  or willful
misconduct on the part of the Consultant or the Consultant's breach of any terms
of this Agreement,  the Consultant  shall not be liable to the Company or to any
officer, director, employee, stockholder or creditor of the Company, for any act
or omission in the course of or in connection with the rendering or providing of
services hereunder.  Except in those cases where the gross negligence or willful
misconduct  of the  Consultant  or the breach by the  Consultant of any terms of
this Agreement is alleged and proven,  the Company agrees to defend,  indemnify,
and hold the Consultant  harmless from and against any and all reasonable costs,
expenses and liability (including reasonable attorney's fees paid in the defense
of the  Consultant)  which may in any way result from  services  rendered by the
Consultant  pursuant  to  or  in  any  connection  with  this  Agreement.   This
indemnification  expressly  excludes  any and all  damages  as a  result  of any
actions or statements,  on behalf of the Company, made by the Consultant without
the prior approval or authorization of the Company.

7.Company's Liability. The Consultant agrees to defend,  indemnify, and hold the
Company  harmless  from an against any and all  reasonable  costs,  expenses and
liability (including  reasonable attorney's fees paid in defense of the Company)
which  may in any  way  result  pursuant  to its  gross  negligence  or  willful
misconduct or in any  connection  with any actions taken or statements  made, on
behalf of the  Company,  without  the prior  approval  or  authorization  of the
Company or which are otherwise in violation of applicable law.

8.Representations.   The   Consultant   makes  the  following   representations:
a.Consultant  has no prior or existing  legally binding  obligations that are in
conflict with its entering into this Agreement;

b.Consultant  shall not offer or make payment of any  consideration  to brokers,
dealers, or others for purposes of inducing the purchase,  making of a market or
recommendation for the purchase of the Company's securities;

c. Consultant is not currently the subject of an investigation or inquiry by the
Securities  and  Exchange   Commission,   the  NASD,  or  any  state  securities
commission;

d.Consultant's  activities and operations  fully comply with now and will comply
with in the  future  all  applicable  state  and  federal  securities  laws  and
regulations;

e.Consultant  understands  that,  as a result  of its  services,  it may come to
possess  material  non-public  information  about the  Company,  and that it has
implemented internal control procedures designed to reasonably to insure that it
and  none of its  employees,  agents,  Consultant  or  affiliates,  trade in the
securities  of client  companies  while in  possession  of  material  non-public
information;

f.During the Term of this  Agreement  and for a period of two years  thereafter,
the Consultant shall treat as the Company's confidential trade secrets all date,
information,  ideas,  knowledge  and  papers  pertaining  to the  affairs of the
Company.  Without  limiting the generality of the foregoing,  such trade secrets
shall  include:  the  identity  of  the  Company's   customers,   suppliers  and
prospective customers and suppliers; the identity of the Company's creditors and
other sources of financing;  the Company's estimating and costing procedures and
the cost and gross prices charged by the Company for its products; the prices or
other  consideration  charged  to or  required  of  the  Company  by  any of its
suppliers or potential suppliers;  the Company's sales and promotional policies;
and all  information  relating to  entertainment  programs or  properties  being
produced or otherwise developed by the Company.  The Consultant shall not reveal
said trade  secretes to others  except in the proper  exercise of its duties for
the Company, or use their knowledge thereof in any way that would be detrimental
to the interest of the Company, unless compelled to disclose such information by
judicial or administrative  process;  provided,  however,  that the divulging of
information  shall not be a breach of this  Agreement  to the  extent  that such
information was (i) previously known by the party to which it is divulged,  (ii)
already in the public domain,  all through no fault of the Consultant,  or (iii)
required to be  disclosed  by  Consultant  pursuant to judicial or  governmental
order. The Consultant shall also treat all information pertaining to the affairs
of the Company's suppliers and customers and prospective customers and suppliers
as  confidential  trade secrets of such customers and suppliers and  prospective
customers and suppliers, and:

g. Consultant  agrees to notify the Company  immediately if, at any time, any of
the  representations  and warranties made by the Consultant herein are no longer
true and  correct or if a breach of any of the  representations  and  warranties
made by the Consultant herein occurs,

9.The Company makes the following representations:

a.The Company is not currently the subject of an investigation or inquiry by the
Securities  and  Exchange   Commission,   the  NASD,  or  any  state  securities
commission;

b. The Company is in good standing in its state of incorporation;

     c. The Company and its senior  management  are not aware of any  materially
adverse  events not previously  disclosed in the Company's  annual and quarterly
reports with the Securities and Exchange Commission.

10.  Entire  Agreement.   This  Agreement  embodies  the  entire  agreement  and
understanding  between the Company and the Consultant and supersedes any and all
negotiations,  prior  discussions  and  preliminary  and  prior  agreements  and
understandings  related to the primary  subject  matter  hereof.  This Agreement
shall not be modified except by written  instrument duly executed by each of the
parties hereto.

11.Waiver. No waiver of nay of the provisions of this Agreement shall be deemed,
or shall  constitute  a waiver of any  other  provisions,  nor shall any  waiver
constitute a continuing  wavier.  No waiver shall be binding unless  executed in
writing by the party making the waiver.

     12.Assignment  and Binding Effect.  This Agreement and the rights hereunder
may not be assigned by the parties  (except by  operation  of law or merger) and
shall be  binding  upon and  inure  to the  benefit  of the  parties  and  their
respective successors, assigns and legal representatives.

13.Notices.  Any notice or other communication  between the parties hereto shall
be sufficiently  given if sent by certified or registered mail, postage prepaid,
or faxed and confirmed at the following locations:

Company:
5G WIRELESS COMMUNICATIONS, INC.
2921 N. Tenaya Way, Suite 216
Las Vegas, NV 89128 Attn: Michael Tan

Consultant:
Brent Fouch
990 Highland Drive, Suite 106
Solana Beach, CA 92075
Attn: Brent Fouch

or at such other  location as the addressee may have  specified in a notice duly
given to the sender as provided herein. Such notice or other communication shall
be deemed to be given on the date of receipt.

14.Severability.  Every provision of this Agreement is intended to be severable.
If any term or  provision  hereof is deemed  unlawful  or invalid for any reason
whatsoever,  such  unlawfulness  or invalidity  shall not affect the validity of
this Agreement.

15.Governing   Law.  This  Agreement  shall  be  construed  and  interpreted  in
accordance  with the laws of the  State of  Nevada,  without  giving  effect  to
conflicts of laws.

16.Headings.  The  headings  of  this  Agreement  are  inserted  solely  for the
convenience  of  reference  and are not part of, and are not intended to govern,
limit or aid in the construction of any term or provision hereof.

     17.Further  Acts. Each party agrees to perform any further acts and execute
and deliver any further documents that may be reasonably  necessary to carry out
the provisions and intent of this Agreement.]

18.Acknowledgment  Concerning  Counsel.  Each party acknowledges that it had the
opportunity to employ  separate and  independent  counsel of its own choosing in
connection with this Agreement.

19.Independent Contractor Status. There is no relationship, partnership, agency,
employment,  franchise or joint venture between the parties. The parties have no
authority to bind the other or incur any obligations on their behalf.

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

IN WITNESS  WHEREOF,  the parties  hereto have duly execute this Agreement as of
the date first written above. 5G WIRELESS COMMUNICATIONS, INC.

BY:_____________________________________
Michael Tan its President

Brent Fouch

BY:_______________________________ Brent Fouch

WARREN J. SOLOSKI Letterhead

CONSENT OF COUNSEL

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

/s/ Warren J. Soloski
Warren J. Soloski
Special Counsel to 5G WIRELESS COMMUNICATIONS, INC.

RANDY SIMPSON P, PC
CERTIFIED PUBLIC ACCOUNTANT Letterhead

CONSENT OF INDEPENDENT AUDITORS

We  consent  to  the  use  in  this   Registration   Statement  of  5G  WIRELESS
COMMUNICATIONS,  INC.  on  Form  S-8 for my  report  relating  to the  financial
statements of 5G WIRELESS COMMUNICATIONS, INC. dated. December 31, 2000.

/s/ P.C. Certified Public Accountant

c:wpdocs\5g\s-8-reg.sta