SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                                 Sharecom, Inc.
                                 --------------
             (Exact name of registrant as specified in its charter)

         Nevada                                       66-0857752
         --------                                     ----------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

                 2121 West Army Trail Road, Suite 105, Addison,
                    IL 60101 (Address of principal executive
                                    offices)

                     The 2002 Benefit Plan of Sharecom, Inc.
                     ---------------------------------------
                            (Full title of the plan)


                Dan Davis, 2121 West Army Trail Road, Suite 105,
                 Addison, IL 60101 (Name, address, including zip
                           code, of agent for service)

                   Telephone number for Issuer: (630) 705-9654
                                -----------------

<TABLE>
<CAPTION>
<S><C>

                                          CALCULATION OF REGISTRATION FEE

Title of Securities to be         Amounts to be      Proposed Maximum           Proposed Maximum            Amount of
Registered                        Registered         Offering Price Per         Aggregate Offering          Registration
                                                     Share(1)                   Price                       Fee
Common Stock, 0.001 par           3,000,000          $0.66                      $1,980,000
value
================================  ================== =========================  =========================== ==================
</TABLE>

(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of November 18, 2002 a date within five business days prior to
         the date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.




                                    Page -1-

<PAGE>




                       2002 Benefit Plan of Sharecom, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings  Prospectus Heading

1.       Plan Information                         Section 10(a) Prospectus

2.       Registrant Information and               Section 10(a) Prospectus
         Employee Plan Annual Information



                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Sharecom, Inc., a Nevada corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year
            ended December 31,2001.

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2001.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. No description of the class of securities (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

          No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or


                                    Page -2-

<PAGE>



has or is to receive, in connection with this offering, a substantial interest,
direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

Sections 78.7502 and 78.751 of the Nevada Business Corporation Act, as amended,
provide for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

NRS 78.7502  DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

 3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.



                                    Page -3-

<PAGE>



NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders; (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

3. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section: (a) Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action. (b) Continues for a person
who has ceased to be a director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.

Articles of Incorporation.
-------------------------

The Articles of Incorporation for the Company contain provisions for
indemnification of the officers and directors, as allowed by Nevada law. Item 7.
Exemption from Registration Claimed No restricted securities are being
re-offered or resold pursuant to this registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.


                                    Page -4-

<PAGE>



Item 9.  Undertakings

(a)      The undersigned 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 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) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as 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) The undersigned registrant hereby undertakes 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 this
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.

(c) 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


                                    Page -5-

<PAGE>



caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on November 20, 2002.
                                                     Sharecom, Inc.


    By:    /s/ Dan Davis
       ----------------------------------------------------
           Dan Davis, as President and Director


         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/ Dan Davis     President and Director                     November 20, 2002
-------------------
Dan Davis












                                    Page -6-

<PAGE>






                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549




                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933




                                 Sharecom, Inc.
                             (a Nevada corporation)









                                    Page -7-

                                     <PAGE>







INDEX TO EXHIBITS

<TABLE>
<CAPTION>
<S><C>

                                                                                                         Page
Exhibits              SEC Ref. No.                     Description of Exhibit
--------              ------------                     ----------------------
A                          4            2002 Stock Benefit Plan of the Company                            9
B                       5, 23(b)        Opinion and consent of Counsel with respect                       14
                                        to the legality of the issuance of securities
                                        being issued

C                        23(a)          Consent of Accountant                                             17


</TABLE>





















                                    Page -8-

                                     <PAGE>












                              THE 2002 BENEFIT PLAN

                                       OF

                                 Sharecom, Inc.


                                    Page -9-

<PAGE>



                     THE 2002 BENEFIT PLAN OF SHARECOM, INC.

         Sharecom, Inc., a Nevada corporation (the "Company"), hereby adopts The
2002 Benefit Plan of Sharecom, Inc. (the "Plan") this 11th day of November,
2002. Under the Plan, the Company may issue stock, or grant options to acquire
the Company's common stock, par value $0.001 (the "Stock"), from time to time to
employees of the Company or its subsidiaries, all on the terms and conditions
set forth herein ("Benefits"). In addition, at the discretion of the Board of
Directors, Benefits may from time to time be granted under this Plan to other
individuals, including consultants or advisors, who contribute to the success of
the Company or its subsidiaries but are not employees of the Company or its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction. No stock may be issued, or
option granted under the benefit plan to consultants, advisors, or other persons
who directly or indirectly promote or maintain a market for the Company's
securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of three million (3,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.



                                    Page -10-

<PAGE>



4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

 6.Term of  Options  issued as  Benefits  and  Certain  Limitations  on Right to
Exercise.
-------------------------------------------------------------------------------

 a. Each Option  issued as a benefit  hereunder  ("Option")  shall have its term
established by the Plan Administrators at the time the Option is granted.

 b. The term of the Option, once it is granted,  may be reduced only as provided
for in this Plan and under the express written provisions of the Option.

 c. Unless otherwise specifically provided by the written provisions of
 the Option or required by applicable disclosure or other legal
 requirements promulgated by the Securities and Exchange Commission
 ("SEC"), no participant of this Plan or his or her legal
 representative, legatee, or distributee will be, or shall be deemed to
 be, a holder of any shares subject to an Option unless and until such
 participant exercises his or her right to acquire all or a portion of
 the Stock subject to the Option and delivers the required consideration
 to the Company in accordance with the terms of this Plan and then only
 as to the number of shares of Stock acquired. Except as specifically
 provided in this Plan or as otherwise specifically provided by the
 written provisions of the Option, no adjustment to the exercise price
 or the number of shares of Stock subject to the Option shall be made
 for dividends or other rights for which the record date is prior to the
 date on which the Stock subject to the Option is acquired by the
 holder.

 d. Options shall vest and become  exercisable at such time or times and on such
terms as the Plan  Administrators  may determine at the time of the grant of the
Option.

 e.  Options  may  contain  such  other  provisions,  including  further  lawful
restrictions   on  the  vesting  and   exercise  of  the  Options  as  the  Plan
Administrators may deem advisable.

 f. In no event may an Option be exercised after the expiration of its term.


                                    Page -11-

<PAGE>




 g.  Options  shall  be  non-transferable,  except  by the laws of  descent  and
distribution.

 7. Exercise Price. The Plan  Administrators  shall establish the exercise price
    --------------  payable to the Company for
shares to be obtained pursuant to Options,  which exercise price may be amended
from time to time as the Plan Administrators shall determine.

 8. Payment of Exercise Price. The exercise of any Option shall be contingent on
    -------------------------  receipt by the Company
of the exercise price paid in either cash,  certified or personal check payable
to the Company.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the three-millionth share is issued hereunder.



                                    Page -12-

<PAGE>



14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect.

       ATTEST:

   /s/ Dan Davis
Dan Davis, President


                                    Page -13-

<PAGE>






                                 EDWARD T. WELLS
                                 Attorney at Law
                            5282 South Commerce Drive
                                   Suite D-292
                               Murray, Utah 84107
                            Telephone (801) 284-7278
                            Facsimile (801) 284-7313

                                November 12, 2002


Board of Directors
Sharecom, Inc.
2121 West Army Trail Road, Suite 105
Addison, Illinois 60101

Re: Form S-8 Registration Statement

Gentlemen:

       I have acted as special counsel for Sharecom, Inc., a Nevada corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission ("the Commission") under the Securities Act
of 1933, as amended, ("the Act") of a registration statement on Form S-8 (the
"Registration Statement"). The Company is registering a Benefit Plan entitled
"The 2002 Benefit Plan of Sharecom, Inc." (the "Benefit Plan") pursuant to which
the Company has authorized the issuance of Three million (3,000,000) shares of
the Company's common stock, par value $.001. In connection with the Company's
filing of the Registration Statement, you have requested my opinion regarding
the validity of the issuance of the aforementioned Shares.

       This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.

       In connection with the preparation of this Opinion, I have examined the
following:


                                    Page -14-

<PAGE>




1.  The Company's Articles of Incorporation and amendments thereto and Bylaws;
2.  The Registration Statement herein referenced;
3.  The authorization and approval, dated November 11, 2002, by the Company's
    Board of Directors of the Company's 2002 Benefit Plan concerning the Shares
    and Registration Statement;
4.  The Company's Section 10(a) Prospectus for the Registration Statement;
5.  The Company's  Form 10-KSB for the fiscal year ended December 31, 2001 and
    the Company's Form 10-QSB for the quarterly period ended September 30, 2002;
6.  Such other documents as I have deemed necessary for the purposes of this
    Opinion.

       Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

       The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Nevada; the Company is current
in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the number of shares to be
included in the Registration Statement are available for issuance based upon
corporate documentation and on the amount of shares actually issued and
outstanding. As such, I am of the opinion that the Shares herein referenced have
been duly and validly authorized and that subject to compliance with all
provision of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.

       This opinion is based upon and subject to the qualifications and
limitations specified below:

       (A) Certain of the remedial provisions of the 2002 Benefit Plan may be
       further limited or rendered unenforceable by other applicable laws and
       interpretations.

       (B) In rendering the opinion that the shares of the Common Stock to be
       registered pursuant to the Registration Statement and issued under the
       Benefit Plan will be validly issued, fully paid and nonassessable, I
       assumed that: (1) the Company's Board of Directors has exercised good
       faith in establishing the value paid for the Shares; (2) all issuances
       and cancellations of the capital stock of the Company will be fully and
       accurately reflected in the Company's Stock Records as provided by the
       Company's transfer agent; and (3) the consideration, as determined by the
       Company's Board of Directors, to be received in exchange for each
       issuance of common stock of the Company, has been paid in full and
       actually received by the Company.



                                    Page -15-

<PAGE>




       (C) I have made no independent verification of the facts asserted to be
       true and accurate by authorized representatives of the Company and have
       assumed that no person or entity has engaged in fraud or
       misrepresentation regarding the inducement relating to, or the execution
       or delivery of, the documents reviewed.

       (D) In rendering this opinion I have assumed that all signatures are
       genuine, that all documents submitted to me as copies conform
       substantially to the originals, that all documents have been duly
       executed on or as of the date represented on the documents, that
       execution and delivery of the documents was duly authorized on the part
       of the parties, that all documents are legal, valid and binding on the
       parties and that all corporate records are complete.

       (E) I have assumed that the Company is satisfying the substantive
       requirements of Form S-8 and I expressly disclaim any opinion regarding
       the Company's compliance with such requirements, whether they are of
       federal or state origin, or any opinion as to the subsequent tradeability
       of any Shares issued pursuant to the Benefit Plan.

       (F) I am admitted to practice law in the State of Utah. I am not admitted
       to practice law in the State of Nevada or in any other jurisdiction where
       the Company may own property or transact business. This opinion is with
       respect to federal law only and I have not consulted legal counsel from
       any other jurisdiction for the purpose of the opinion contained herein. I
       expressly except from this opinion any opinion as to whether or to what
       extent a Nevada court or any other court would apply Nevada law, or the
       law of any other state or jurisdiction, to any particular aspect of the
       facts, circumstances and transactions that are the subject of this
       opinion.

       (G) This opinion is strictly limited to the parameters contained and
       referenced herein and is valid only as to the signature date with respect
       to the same. I assume no responsibility to advise you of any subsequent
       changes or developments which might affect any aspect to this opinion.

       I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.

Sincerely,

 /s/ Edward T. Wells
-----------------------
Edward T. Wells





                                    Page -16-

<PAGE>







                                    Page -17-

<PAGE>






                   MERDINGER, FRUCHTER, ROSEN & COMPANY, P.C.
                          Certified Public Accountants
                               888 Seventh Avenue
                               New York, NY 10106
                            Telephone (212) 757-8400
                               Fax: (212) 757-6124


                          INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration Statement of
Sharecom, Inc. On Form S-8 of our report dated April 10, 2002, appearing in the
Annual Report of Form 10-KSB of Sharecom, Inc. For the year ended December 31,
2001

      /s/  Merdinger, Fruchter, Rosen & Company, P.C.
 ------------------------------------------------------
 MERDINGER, FRUCHTER, ROSEN & COMPANY, P.C.
 Certified Public Accountants
New York, New York
November 19, 2002


                                    Page -18-

<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "shares8.txt", "secsgml_size_bytes": 37863}]
{"company-data": {"conformed-name": "SHARECOM INC /IL/", "cik": "0001077150", "assigned-sic": "8090", "irs-number": "860857752", "state-of-incorporation": "NV", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101374", "film-number": "02836459"}, "business-address": {"street1": "2121 W. ARMY TRAIL RD", "city": "ADDISON", "state": "IL", "zip": "60101", "phone": "6307051696"}, "mail-address": {"street1": "212 W. ARMY TRAIL RD", "city": "ADDISON", "state": "IL", "zip": "60101"}, "former-company": {"former-conformed-name": "ANONYMOUS DATA CORP", "date-changed": "19990120"}}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                           ---------------------------

                                 Sharecom, Inc.
                                 --------------
             (Exact name of registrant as specified in its charter)

         Nevada                                       66-0857752
         --------                                     ----------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

                 2121 West Army Trail Road, Suite 105, Addison,
                    IL 60101 (Address of principal executive
                                    offices)

                     The 2002 Benefit Plan of Sharecom, Inc.
                     ---------------------------------------
                            (Full title of the plan)

                Dan Davis, 2121 West Army Trail Road, Suite 105,
                 Addison, IL 60101 (Name, address, including zip
                           code, of agent for service)

                   Telephone number for Issuer: (630) 705-9654
                                -----------------
CALCULATION OF REGISTRATION FEE

Title of Securities to be         Amounts to be      Proposed Maximum           Proposed Maximum            Amount of
Registered                        Registered         Offering Price Per         Aggregate Offering          Registration
                                                     Share(1)                   Price                       Fee
Common Stock, 0.001 par           3,000,000          $0.66                      $1,980,000
value
================================  ================== =========================  =========================== ==================
(1)      Bona Fide estimate of maximum offering price solely for calculating the
         registration fee pursuant to Rule 457(h) of the Securities Act of 1933,
         based on the average bid and asked price of the registrant's common
         stock as of November 18, 2002 a date within five business days prior to
         the date of filing of this registration statement.

         In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement also covers an indeterminate amount of
         interests to be offered or sold pursuant to the Plan described herein.

                                    Page -1-
2002 Benefit Plan of Sharecom, Inc.
                  Cross-Reference Sheet Pursuant to Rule 404(a)

         Cross-reference between items of Part I of Form S-8 and the Section
10(a) Prospectus that will be delivered to each employee, consultant, or
director who participates in the Plan.

Registration Statement Item Numbers and Headings  Prospectus Heading

1.       Plan Information                         Section 10(a) Prospectus

2.       Registrant Information and               Section 10(a) Prospectus
         Employee Plan Annual Information

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

         The following documents filed by Sharecom, Inc., a Nevada corporation
(the "Company"), with the Securities and Exchange Commission (the "Commission")
are hereby incorporated by reference:

         1. The Company's Annual Report on Form 10-KSB for the fiscal year
            ended December 31,2001.

         2. All reports filed by the Company with the Commission pursuant to
Section 13(a) or 15(d) of the Exchange Act of 1934, as amended (the "Exchange
Act"), since the end of the fiscal year ended December 31, 2001.

         Prior to the filing, if any, of a post-effective amendment that
indicates that all securities covered by this Registration Statement have been
sold or that de-registers all such securities then remaining unsold, all reports
and other documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Exchange Act shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such reports and documents.

Item 4.  Description of Securities

         The common stock of the Company being registered pursuant to this
Registration Statement is part of a class of securities registered under Section
12 of the Exchange Act. No description of the class of securities (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

          No expert is named as preparing or certifying all or part of the
registration statement to which this prospectus pertains, and no counsel for the
Company who is named in this prospectus as having given an opinion on the
validity of the securities being offered hereby was hired on a contingent basis
or

                                    Page -2-
has or is to receive, in connection with this offering, a substantial interest,
direct or indirect, in the Company.

Item 6. Indemnification of Directors and Officers

Sections 78.7502 and 78.751 of the Nevada Business Corporation Act, as amended,
provide for the indemnification of the Company's officers, directors, employees
and agents under certain circumstances as follows:

NRS 78.7502  DISCRETIONARY AND MANDATORY INDEMNIFICATION OF OFFICERS,
DIRECTORS, EMPLOYEES AND AGENTS: GENERAL PROVISIONS.

1. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, except an
action by or in the right of the corporation, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with the action, suit or proceeding if he acted in good faith and in a manner
which he reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, does not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.

2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys' fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals therefrom, to
be liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.

 3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in subsections 1 and 2, or in defense of any claim, issue
or matter therein, the corporation shall indemnify him against expenses,
including attorneys' fees, actually and reasonably incurred by him in connection
with the defense.

                                    Page -3-
NRS 78.751 AUTHORIZATION REQUIRED FOR DISCRETIONARY INDEMNIFICATION; ADVANCEMENT
OF EXPENSES; LIMITATION ON INDEMNIFICATION AND ADVANCEMENT OF EXPENSES.

1. Any discretionary indemnification under NRS 78.7502 unless ordered by a court
or advanced pursuant to subsection 2, may be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made: (a) By the stockholders; (b) By the board of
directors by majority vote of a quorum consisting of directors who were not
parties to the action, suit or proceeding; (c) If a majority vote of a quorum
consisting of directors who were not parties to the action, suit or proceeding
so orders, by independent legal counsel in a written opinion; or (d) If a quorum
consisting of directors who were not parties to the action, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion.

2. The articles of incorporation, the bylaws or an agreement made by the
corporation may provide that the expenses of officers and directors incurred in
defending a civil or criminal action, suit or proceeding must be paid by the
corporation as they are incurred and in advance of the final disposition of the
action, suit or proceeding, upon receipt of an undertaking by or on behalf of
the director or officer to repay the amount if it is ultimately determined by a
court of competent jurisdiction that he is not entitled to be indemnified by the
corporation. The provisions of this subsection do not affect any rights to
advancement of expenses to which corporate personnel other than directors or
officers may be entitled under any contract or otherwise by law.

3. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section: (a) Does not exclude any other rights to which a
person seeking indemnification or advancement of expenses may be entitled under
the articles of incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his official
capacity or an action in another capacity while holding his office, except that
indemnification, unless ordered by a court pursuant to NRS 78.7502 or for the
advancement of expenses made pursuant to subsection 2, may not be made to or on
behalf of any director or officer if a final adjudication establishes that his
acts or omissions involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action. (b) Continues for a person
who has ceased to be a director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person.

Articles of Incorporation.
-------------------------

The Articles of Incorporation for the Company contain provisions for
indemnification of the officers and directors, as allowed by Nevada law. Item 7.
Exemption from Registration Claimed No restricted securities are being
re-offered or resold pursuant to this registration statement.

Item 8. Exhibits.

         The exhibits attached to this Registration Statement are listed in the
Exhibit Index, which is found on page 8.

                                    Page -4-
Item 9.  Undertakings

(a)      The undersigned 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 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) To treat, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment as 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) The undersigned registrant hereby undertakes 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 this
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.

(c) 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

                                    Page -5-
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, on November 20, 2002.
                                                     Sharecom, Inc.

    By:    /s/ Dan Davis
       ----------------------------------------------------
           Dan Davis, as President and Director

         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/ Dan Davis     President and Director                     November 20, 2002
-------------------
Dan Davis

                                    Page -6-
SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    EXHIBITS

                                       TO

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                 Sharecom, Inc.
                             (a Nevada corporation)

                                    Page -7-
INDEX TO EXHIBITS
Page
Exhibits              SEC Ref. No.                     Description of Exhibit
--------              ------------                     ----------------------
A                          4            2002 Stock Benefit Plan of the Company                            9
B                       5, 23(b)        Opinion and consent of Counsel with respect                       14
                                        to the legality of the issuance of securities
                                        being issued

C                        23(a)          Consent of Accountant                                             17
Page -8-
THE 2002 BENEFIT PLAN

                                       OF

                                 Sharecom, Inc.

                                    Page -9-
THE 2002 BENEFIT PLAN OF SHARECOM, INC.

         Sharecom, Inc., a Nevada corporation (the "Company"), hereby adopts The
2002 Benefit Plan of Sharecom, Inc. (the "Plan") this 11th day of November,
2002. Under the Plan, the Company may issue stock, or grant options to acquire
the Company's common stock, par value $0.001 (the "Stock"), from time to time to
employees of the Company or its subsidiaries, all on the terms and conditions
set forth herein ("Benefits"). In addition, at the discretion of the Board of
Directors, Benefits may from time to time be granted under this Plan to other
individuals, including consultants or advisors, who contribute to the success of
the Company or its subsidiaries but are not employees of the Company or its
subsidiaries, provided that bona fide services shall be rendered by consultants
and advisors and such services must not be in connection with the offer or sale
of securities in a capital-raising transaction. No stock may be issued, or
option granted under the benefit plan to consultants, advisors, or other persons
who directly or indirectly promote or maintain a market for the Company's
securities.

1. Purpose of the Plan. The Plan is intended to aid the Company in maintaining
and developing a management team, attracting qualified officers and employees
capable of assuring the future success of the Company, and rewarding those
individuals who have contributed to the success of the Company. The Company has
designed this Plan to aid it in retaining the services of executives and
employees and in attracting new personnel when needed for future operations and
growth and to provide such personnel with an incentive to remain employees of
the Company, to use their best efforts to promote the success of the Company's
business, and to provide them with an opportunity to obtain or increase a
proprietary interest in the Company. It is also designed to permit the Company
to reward those individuals who are not employees of the Company but who
management perceives to have contributed to the success of the Company or who
are important to the continued business and operations of the Company. The above
goals will be achieved through the granting of Benefits.

2. Administration of this Plan. Administration of this Plan shall be determined
by the Company's Board of Directors (the "Board"). Subject to compliance with
applicable provisions of the governing law, the Board may delegate
administration of this Plan or specific administrative duties with respect to
this Plan on such terms and to such committees of the Board as it deems proper
(hereinafter the Board or its authorized committee shall be referred to as "Plan
Administrators"). The interpretation and construction of the terms of this Plan
by the Plan Administrators thereof shall be final and binding on all
participants in this Plan absent a showing of demonstrable error. No member of
the Plan Administrators shall be liable for any action taken or determination
made in good faith with respect to this Plan. Any Benefit approved by a majority
vote of those Plan Administrators attending a duly and properly held meeting
shall be valid. Any Benefit approved by the Plan Administrators shall be
approved as specified by the Board at the time of delegation.

3. Shares of Stock Subject to this Plan. A total of three million (3,000,000)
shares of Stock may be subject to, or issued pursuant to, Benefits granted under
this Plan. If any right to acquire Stock granted under this Plan is exercised by
the delivery of shares of Stock or the relinquishment of rights to shares of
Stock, only the net shares of Stock issued (the shares of stock issued less the
shares of Stock surrendered) shall count against the total number of shares
reserved for issuance under the terms of this Plan.

                                    Page -10-
4. Reservation of Stock on Granting of Option. At the time any Option is granted
under the terms of this Plan, the Company will reserve for issuance the number
of shares of Stock subject to such Option until it is exercised or expires. The
Company may reserve either authorized but unissued shares or issued shares
reacquired by the Company.

5. Eligibility. The Plan Administrators may grant Benefits to employees,
officers, and directors of the Company and its subsidiaries, as may be existing
from time to time, and to other individuals who are not employees of the Company
or its subsidiaries, including consultants and advisors, provided that such
consultants and advisors render bona fide services to the Company or its
subsidiaries and such services are not rendered in connection with the offer or
sale of securities in a capital-raising transaction. In any case, the Plan
Administrators shall determine, based on the foregoing limitations and the
Company's best interests, which employees, officers, directors, consultants and
advisors are eligible to participate in this Plan. Benefits shall be in the
amounts, and shall have the rights and be subject to the restrictions, as may be
determined by the Plan Administrators, all as may be within the provisions of
this Plan.

 6.Term of  Options  issued as  Benefits  and  Certain  Limitations  on Right to
Exercise.
-------------------------------------------------------------------------------

 a. Each Option  issued as a benefit  hereunder  ("Option")  shall have its term
established by the Plan Administrators at the time the Option is granted.

 b. The term of the Option, once it is granted,  may be reduced only as provided
for in this Plan and under the express written provisions of the Option.

 c. Unless otherwise specifically provided by the written provisions of
 the Option or required by applicable disclosure or other legal
 requirements promulgated by the Securities and Exchange Commission
 ("SEC"), no participant of this Plan or his or her legal
 representative, legatee, or distributee will be, or shall be deemed to
 be, a holder of any shares subject to an Option unless and until such
 participant exercises his or her right to acquire all or a portion of
 the Stock subject to the Option and delivers the required consideration
 to the Company in accordance with the terms of this Plan and then only
 as to the number of shares of Stock acquired. Except as specifically
 provided in this Plan or as otherwise specifically provided by the
 written provisions of the Option, no adjustment to the exercise price
 or the number of shares of Stock subject to the Option shall be made
 for dividends or other rights for which the record date is prior to the
 date on which the Stock subject to the Option is acquired by the
 holder.

 d. Options shall vest and become  exercisable at such time or times and on such
terms as the Plan  Administrators  may determine at the time of the grant of the
Option.

 e.  Options  may  contain  such  other  provisions,  including  further  lawful
restrictions   on  the  vesting  and   exercise  of  the  Options  as  the  Plan
Administrators may deem advisable.

 f. In no event may an Option be exercised after the expiration of its term.

                                    Page -11-
g.  Options  shall  be  non-transferable,  except  by the laws of  descent  and
distribution.

 7. Exercise Price. The Plan  Administrators  shall establish the exercise price
    --------------  payable to the Company for
shares to be obtained pursuant to Options,  which exercise price may be amended
from time to time as the Plan Administrators shall determine.

 8. Payment of Exercise Price. The exercise of any Option shall be contingent on
    -------------------------  receipt by the Company
of the exercise price paid in either cash,  certified or personal check payable
to the Company.

9. Withholding. If the grant of a Benefit hereunder, or exercise of an Option
given as a Benefit is subject to withholding or other trust fund payment
requirements of the Internal Revenue Code of 1986, as amended (the "Code"), or
applicable state or local laws, the Company will initially pay the Optionee's
liability and will be reimbursed by Optionee no later than six months after such
liability arises and Optionee hereby agrees to such reimbursement terms.

10. Dilution or Other Adjustment. The shares of Common Stock subject to this
Plan and the exercise price of outstanding Options are subject to proportionate
adjustment in the event of a stock dividend on the Common Stock or a change in
the number of issued and outstanding shares of Common Stock as a result of a
stock split, consolidation, or other recapitalization. The Company, at its
option, may adjust the Options, issue replacements, or declare Options void.

11. Benefits to Foreign Nationals. The Plan Administrators may, in order to
fulfill the purpose of this Plan and without amending this Plan, grant Benefits
to foreign nationals or individuals residing in foreign countries that contain
provisions, restrictions, and limitations different from those set forth in this
Plan and the Benefits made to United States residents in order to recognize
differences among the countries in law, tax policy, and custom. Such grants
shall be made in an attempt to give such individuals essentially the same
benefits as contemplated by a grant to United States residents under the terms
of this Plan.

12. Listing and Registration of Shares. Each Option shall be subject to the
requirement that if at any time the Plan Administrators shall determine, in
their sole discretion, that it is necessary or desirable to list, register, or
qualify the shares covered thereby on any securities exchange or under any state
or federal law, or obtain the consent or approval of any governmental agency or
regulatory body as a condition of, or in connection with, the granting of such
Option or the issuance or purchase of shares thereunder, such Option may not be
exercised in whole or in part unless and until such listing, registration,
consent, or approval shall have been effected or obtained free of any conditions
not acceptable to the Plan Administrators.

13. Expiration and Termination of this Plan. This Plan may be abandoned or
terminated at any time by the Plan Administrators except with respect to any
Options then outstanding under this Plan. This Plan shall otherwise terminate on
the earlier of the date that is five years from the date first appearing in this
Plan or the date on which the three-millionth share is issued hereunder.

                                    Page -12-
14. Amendment of this Plan. This Plan may not be amended more than once during
any six month period, other than to comport with changes in the Code or the
Employee Retirement Income Security Act or the rules and regulations promulgated
thereunder. The Plan Administrators may modify and amend this Plan in any
respect.

       ATTEST:

   /s/ Dan Davis
Dan Davis, President

                                    Page -13-
EDWARD T. WELLS
                                 Attorney at Law
                            5282 South Commerce Drive
                                   Suite D-292
                               Murray, Utah 84107
                            Telephone (801) 284-7278
                            Facsimile (801) 284-7313

                                November 12, 2002

Board of Directors
Sharecom, Inc.
2121 West Army Trail Road, Suite 105
Addison, Illinois 60101

Re: Form S-8 Registration Statement

Gentlemen:

       I have acted as special counsel for Sharecom, Inc., a Nevada corporation
(the "Company"), in connection with the preparation and filing with the
Securities and Exchange Commission ("the Commission") under the Securities Act
of 1933, as amended, ("the Act") of a registration statement on Form S-8 (the
"Registration Statement"). The Company is registering a Benefit Plan entitled
"The 2002 Benefit Plan of Sharecom, Inc." (the "Benefit Plan") pursuant to which
the Company has authorized the issuance of Three million (3,000,000) shares of
the Company's common stock, par value $.001. In connection with the Company's
filing of the Registration Statement, you have requested my opinion regarding
the validity of the issuance of the aforementioned Shares.

       This opinion letter (this "Opinion") is governed by, and shall be
interpreted in accordance with the Legal Opinion Accord (the "Accord") of the
ABA Section of Business Law (1991). As a consequence, it is subject to a number
of qualifications and limitations, all as more particularly described in the
Accord, and this Opinion should be read in conjunction therewith.

       In connection with the preparation of this Opinion, I have examined the
following:

                                    Page -14-
1.  The Company's Articles of Incorporation and amendments thereto and Bylaws;
2.  The Registration Statement herein referenced;
3.  The authorization and approval, dated November 11, 2002, by the Company's
    Board of Directors of the Company's 2002 Benefit Plan concerning the Shares
    and Registration Statement;
4.  The Company's Section 10(a) Prospectus for the Registration Statement;
5.  The Company's  Form 10-KSB for the fiscal year ended December 31, 2001 and
    the Company's Form 10-QSB for the quarterly period ended September 30, 2002;
6.  Such other documents as I have deemed necessary for the purposes of this
    Opinion.

       Additionally, I have made such investigations of federal law as I have
considered necessary and appropriate to form a basis for this opinion. My
opinion is qualified by the scope of the review specified herein and I make no
representations as to the sufficiency of my investigation for this opinion. I
further expressly exempt from this opinion any representations as to the
completeness, adequacy, accuracy or any other aspect of the financial statements
incorporated in the Registration Statement.

       The documentation and representations provided to me for this opinion by
the Company and its duly authorized representatives indicate that the Company is
validly organized under the laws of the State of Nevada; the Company is current
in its filings with the Commission; the Company's Board of Directors has
authorized the Benefit Plan; the Company's Board of Directors has authorized the
filing of the Registration Statement; and that the number of shares to be
included in the Registration Statement are available for issuance based upon
corporate documentation and on the amount of shares actually issued and
outstanding. As such, I am of the opinion that the Shares herein referenced have
been duly and validly authorized and that subject to compliance with all
provision of the Plan, the Shares will be validly issued as fully paid and
non-assessable shares of common stock in the Company.

       This opinion is based upon and subject to the qualifications and
limitations specified below:

       (A) Certain of the remedial provisions of the 2002 Benefit Plan may be
       further limited or rendered unenforceable by other applicable laws and
       interpretations.

       (B) In rendering the opinion that the shares of the Common Stock to be
       registered pursuant to the Registration Statement and issued under the
       Benefit Plan will be validly issued, fully paid and nonassessable, I
       assumed that: (1) the Company's Board of Directors has exercised good
       faith in establishing the value paid for the Shares; (2) all issuances
       and cancellations of the capital stock of the Company will be fully and
       accurately reflected in the Company's Stock Records as provided by the
       Company's transfer agent; and (3) the consideration, as determined by the
       Company's Board of Directors, to be received in exchange for each
       issuance of common stock of the Company, has been paid in full and
       actually received by the Company.

                                    Page -15-
(C) I have made no independent verification of the facts asserted to be
       true and accurate by authorized representatives of the Company and have
       assumed that no person or entity has engaged in fraud or
       misrepresentation regarding the inducement relating to, or the execution
       or delivery of, the documents reviewed.

       (D) In rendering this opinion I have assumed that all signatures are
       genuine, that all documents submitted to me as copies conform
       substantially to the originals, that all documents have been duly
       executed on or as of the date represented on the documents, that
       execution and delivery of the documents was duly authorized on the part
       of the parties, that all documents are legal, valid and binding on the
       parties and that all corporate records are complete.

       (E) I have assumed that the Company is satisfying the substantive
       requirements of Form S-8 and I expressly disclaim any opinion regarding
       the Company's compliance with such requirements, whether they are of
       federal or state origin, or any opinion as to the subsequent tradeability
       of any Shares issued pursuant to the Benefit Plan.

       (F) I am admitted to practice law in the State of Utah. I am not admitted
       to practice law in the State of Nevada or in any other jurisdiction where
       the Company may own property or transact business. This opinion is with
       respect to federal law only and I have not consulted legal counsel from
       any other jurisdiction for the purpose of the opinion contained herein. I
       expressly except from this opinion any opinion as to whether or to what
       extent a Nevada court or any other court would apply Nevada law, or the
       law of any other state or jurisdiction, to any particular aspect of the
       facts, circumstances and transactions that are the subject of this
       opinion.

       (G) This opinion is strictly limited to the parameters contained and
       referenced herein and is valid only as to the signature date with respect
       to the same. I assume no responsibility to advise you of any subsequent
       changes or developments which might affect any aspect to this opinion.

       I hereby consent to the use of this opinion as an exhibit to the
Registration Statement. This opinion may not be used, relied upon, circulated,
quoted or otherwise referenced in whole or in part for any purpose without my
written consent.

Sincerely,

 /s/ Edward T. Wells
-----------------------
Edward T. Wells

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MERDINGER, FRUCHTER, ROSEN & COMPANY, P.C.
                          Certified Public Accountants
                               888 Seventh Avenue
                               New York, NY 10106
                            Telephone (212) 757-8400
                               Fax: (212) 757-6124

                          INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this Registration Statement of
Sharecom, Inc. On Form S-8 of our report dated April 10, 2002, appearing in the
Annual Report of Form 10-KSB of Sharecom, Inc. For the year ended December 31,
2001

      /s/  Merdinger, Fruchter, Rosen & Company, P.C.
 ------------------------------------------------------
 MERDINGER, FRUCHTER, ROSEN & COMPANY, P.C.
 Certified Public Accountants
New York, New York
November 19, 2002

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