SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933



            NETCOMMERCE, INC. (formerly Virtual Enterprises, Inc. )
             (Exact name of Registrant as specified in its charter)


            NEVADA                                     84-1126818
            (State or other jurisdiction of            (IRS Employer
            incorporation or organization)             Identification No.)


            4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
          (Address of Principal Executive Offices, including ZIP Code)


            Consulting/Fee Agreements with J.L. Lawver, Richard Weed,
                 Fred G. Luke doing business as NuVen Advisors,
                      Leonard Roman, and Jonathan L. Small
                            (Full title of the plan)


                                  Fred G. Luke
            4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
                     (Name and address of agent for service)

                                 (949) 475-6755
          (Telephone number, including area code, of agent for service)

                                                          [NETCOM\FS8:OCT1999]-7
                                        1
<PAGE>

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>


                                                       Proposed               Proposed
                                                       Maximum                Maximum             Amount of
 Title of Securities       Amount of Shares            Offering              Aggregate           Registration
   to be Registered        to be Registered        Price Per Share         Offering Price            Fee
<S>                      <C>                      <C>                      <C>                 <C>

$.01 par value
Common Stock                     464,000          $.40625                  $     188,500       $        52.40
$.01 par value
Common Stock                      79,582          $.40625                  $      32,330       $         8.98
$.01 par value
Common Stock                     145,243          $.40625                  $      59,005       $        16.40
$.01 par value
Common Stock                   1,476,923          $.20312                  $     300,000       $        83.40
$.01 par value
Common Stock                      49,231          $.40625                  $      20,000       $         5.56
$.01 par value
Common Stock                     152,463          $.40625                  $      61,938       $        17.22

                TOTALS         2,367,442           N/A                     $     661,773       $       183.96

</TABLE>





















                                                          [NETCOM\FS8:OCT1999]-7
                                        2
<PAGE>

                                   PROSPECTUS

                                NETCOMMERCE, INC.
                         4695 MacArthur Court, Suite 530
                             Newport Beach, CA 92660
                                 (949) 475-6755


                       (2,367,442 SHARES OF COMMON STOCK)


     This Prospectus relates to the offer and sale by NetCommerce, Inc. a Nevada
corporation  (the  "Company"),  of shares of its $.01 par value per share common
stock  (the  "Common   Stock")  to  certain   advisors  and   consultants   (the
"Consultants")  pursuant to Consulting  and Management  Agreements  entered into
between the Company and the  Consultants.  The Company is registering  hereunder
and then  issuing,  upon  receipt of  adequate  consideration  therefor,  to the
Consultants 2,367,442 shares of Common Stock in consideration for services to be
performed under the respective Consulting 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. Of the
shares  registered  hereunder,  there are 1,671,397  shares being registered for
affiliates of the Company.  An affiliate is summarily,  any director,  executive
officer or controlling shareholder of the Company or anyone of its subsidiaries.
An  "affiliate"  of the  Company is subject to Section  16(b) of the  Securities
Exchange Act of 1934, as amended (the  "Exchange  Act").  If a Consultant who is
not now an "affiliate"  becomes an "affiliate" of the Company in the future,  he
would then be  subject  to Section  16(b) of the  Exchange  Act.  (See  "General
Information - Restrictions on Resales").



     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 November 2, 1999



                                                              COM\FS8:OCT1999]-7
                                        3
<PAGE>


     This  Prospectus is part of a  Registration  Statement  which was filed and
became  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 been omitted 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 by 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: NetCommerce, Inc. 4695
MacArthur Court, Suite 530, Newport Beach,  California 92660;  Telephone:  (949)
475- 6755.

     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 inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained at the prescribed rates. From November 30, 1989, and until September 6,
1990, the Companys  common stock was traded on the  over-the-counter  market and
reported  by the  National  Quotation  Bureau  Pink  Sheets.  Trading  ceased on
September 6, 1990.  Trading  resumed  Feburary 15, 1999 and is traded on NASDAQs
National  Association of Securities  Dealer Automated  Quotation System (NASDAQ)
Electronic Bulletin Board.

     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 person 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.

                                                          [NETCOM\FS8:OCT1999]-7
                                        4

<PAGE>


                                TABLE OF CONTENTS


Information Required in the Section 10(a) Prospectus...........................6

Item 1.  Plan Information......................................................6

         General Information...................................................6

              The Company......................................................6
              Purposes.........................................................6
              Common Stock.....................................................6
              The Consultants..................................................6
              No Restrictions on Transfer......................................6
              Tax Treatment to the Consultants.................................6
              Tax Treatment to the Company.....................................6
              Restrictions on Resales..........................................7

Documents Incorporated by Reference and Additional Information.................8

Item 2.  Registrant Information and Employee Plan Annual Information...........8

              Legal Opinion and Experts........................................8
              Indemnification of Officers and Directors........................8

Information Required in the Registration Statement.............................9

Item 3.  Incorporation of Documents by Reference...............................9

Item 4.  Description of Securities.............................................9

Item 5.  Interests of Named Experts and Counsel................................9

Item 6.  Indemnification of Directors and Officers.............................9

Item 7.  Exemption from Registration Claimed..................................11

Item 8.  Exhibits.............................................................11

Item 9.  Undertakings.........................................................12

Signatures . . . . . . . . ...................................................14

Exhibit Index . . . . ........................................................16



                                                          [NETCOM\FS8:OCT1999]-7
                                        5
<PAGE>

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS


Item 1.           Plan Information

GENERAL INFORMATION

The Company

     The Company has its principal  executive  offices at 4695 MacArthur  Court,
Suite 530, Newport Beach, California 92660; Telephone: (949) 475-6755.

Purposes

     The Common Stock to be issued by the Company to certain Consultants will be
issued  pursuant to agreements  entered into between these  Consultants  and the
Company,  which  agreements  have been 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
Consultants in the Company's future prosperity,  thereby advancing the interests
of the Company, and all of its shareholders.  Copies of the agreements have been
filed as exhibits to this Registration Statement.

Common Stock

     The Board has  authorized  the  issuance of up to  2,367,442  shares of the
Common Stock to the  Consultants  and upon  effectiveness  of this  Registration
Statement.

The Consultants

     The  Consultants  have agreed to provide their  expertise and advice to the
Company for the purposes set forth in their agreements with the Company.

No Restrictions on Transfer

     The Consultants 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 Consultants

     The Common  Stock is not  qualified  under  Section  401(a) of the Internal
Revenue Code. The  Consultants,  therefore,  will be required 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, absent a specific contractual provision to the

                                                          [NETCOM\FS8:OCT1999]-7
                                        6
<PAGE>

     contrary  the  Consultants  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 Consultants receive shares of common stock pursuant
to the  exercise  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 Consultants
are urged to consult each of their tax advisors 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 in the taxable year of the Company during which the
recipient recognizes income.

Restrictions on 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.




                                                          [NETCOM\FS8:OCT1999]-7
                                        7
<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION



     The Company hereby  incorporates by reference (i) its annual report on Form
10-KSB  for the year ended May 31,  1999,  filed  pursuant  to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (or 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 thereof  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: NetCommerce,  Inc. 4695 MacArthur Court, Suite 530, Newport Beach,
California 92660: (949) 475-6755.

Legal Opinion and Experts

     Richard O. Weed has rendered an opinion on the  validity of the  securities
being  registered.  Mr. Weed is not an "affiliate" of the Company.  He currently
owns 106,400 shares of the Company's common stock.

     The  financial   statements  of   NETCOMMERCE,   INC.,   formerly   Virtual
Enterprises,  Inc.,  incorporated  by reference in this  Prospectus for the year
ended  May 31,  1999 have  been  audited  by  McKennon,  Morgan &  Wilson,  LLP,
independent  certified  public  accountants,   as  set  forth  in  their  report
incorporated  herein by reference,  and are incorporated herein in reliance upon
such report  given upon the  authority  of said firm as experts in auditing  and
accounting.

Indemnification of Officers and Directors

     Insofar as indemnification for 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.



                                                          [NETCOM\FS8:OCT1999]-7
                                        8
<PAGE>

                                     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  de-registers  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 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 $.01 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. Weed owns 106,400 shares of the Company's common stock.

Item 6.   Indemnification of Directors and Officers

     The only statute, charter provision,  bylaw, contract, or other arrangement
under which any controlling person, director or officer of registrant is insured
or indemnified in any manner against any liability which they may incur in their
capacity as such is Sections 78.7502 and 78.751 of the Nevada  Corporations Law,
the text of which is set forth below.

     Section 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

                                                          [NETCOM\FS8:OCT1999]-7
                                        9
<PAGE>

     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.

     Section 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


                                                          [NETCOM\FS8:OCT1999]-7
                                       10
<PAGE>

     (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.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

     (a) 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 No.      Title

         1.               Not required.
         2.               Not required.
         3.               Not required.
         4.               Not applicable.
         5.               Opinion of Richard O. Weed regarding the legality of
                          the securities registered.
         6.               Not required.
         7.               Not required.
         8.               Not required.
         9.               Not required.


                                                          [NETCOM\FS8:OCT1999]-7
                                       11
<PAGE>

         Exhibit No.      Title

         10.              A.        Consulting Agreement with J.L. Lawver
                          B.        Consulting Agreement with Richard O. Weed
                          C.        Consulting Agreement with Fred G. Luke doing
                                         business as NuVen Advisors
                          D.        Consulting Agreement with Leonard Roman
                          E.        Consulting Agreement with Jonathan L. Small
         11.              Not required.
         12.              Not required.
         13.              Not required.
         14.              Not required.
         15.              Not required.
         16.              Not required.
         17.              Not required.
         18.              Not required.
         19.              Not required.
         20.              Not required.
         21.              Not required.
         22.              Not required.
         23.              Not required.
         24.1             Consent of Richard O. Weed, 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.
         24.2             Consent of McKennon, Wilson, Morgan, LLP
         25.              Not applicable.
         26.              Not applicable.
         27.              Not applicable.
         28.              Not applicable.
         29.              Not applicable.


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.  In the event  that 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.

                                                          [NETCOM\FS8:OCT1999]-7
                                       12
<PAGE>

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;

     (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  are  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 14e-3 under the
Securities  Exchange  Act of 1934;  and,  where  interim  financial  information
require 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.

                                                          [NETCOM\FS8:OCT1999]-7
                                       13
<PAGE>

                                   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 Newport  Beach,  State of California on the 2nd day of
November , 1999.

                                                     NETCOMMERCE, INC.
                                                     (Registrant)



                                                     By:/s/  Fred G. Luke
                                                        Fred G. Luke, 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/   Fred G. Luke                 Director                   November 2, 1999
      Fred G. Luke


/s/   Mark Lindberg                Director                   November 2, 1999
      Mark Lindberg


/s/   Daniel Henderson             Director                   November 2, 1999
      Daniel Henderson





                                                          [NETCOM\FS8:OCT1999]-7
                                       14
<PAGE>

                         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:
<TABLE>
<CAPTION>


   Exhibit
  Number in
Registration                                                                     Numbered
  Statement                        Description                                      Page
<S>                 <C>                                                              <C>
5.                  Opinion of Counsel                                               16
10.                 A.       Consulting Agreement with J.L. Lawver(1)
                    B.       Consulting Agreement with Richard O. Weed(2)
                    C.       Consulting Agreement with Fred G. Luke doing business   19
                                as NuVen Advisors(1)
                    D.        Consulting Agreement with Leonard Roman
                    E.        Consulting Agreement with Jonathan L. Small(1)
24.1                Consent of Richard O. Weed to Use of Opinion
24.2                Consent of McKennon Morgan & Wilson LL

</TABLE>


     (1) Incorporated by reference from Form 10-KSB for year ended May 31, 1996.

     (2)  Incorporated by reference from Form S-8  registration  statement dated
December 9, 1998.


                                                           NETCOM\FS8:OCT1999]-7
                                       15

<PAGE>
                                   EXHIBIT 5.

                               OPINION OF COUNSEL



                               WEED & COMPANY L.P.

      4695 MacArthur Court, Suite 530, Newport Beach, California 92660-2164
                Telephone (949) 475-9086 Facsimile (949) 475-9087

WRITERS DIRECT NUMBER
      (949) 475-7730



                                November 2, 1999


Board of Directors
NetCommerce, Inc.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660


     Re:  Form S-8 Registration Statement Opinion of Counsel


Gentlemen:

     I  have  acted  as  a  special  counsel  for  NetCommerce,  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"),  relating  to the offer and sale of  2,367,442
shares of Common Stock,  $.01 par value (the "Common  Stock") to  consultants of
the Company,  in  consideration  for services  performed  and to be performed on
behalf of the  Company  under the terms and  conditions  of  certain  consulting
agreements (the "Consulting Agreements").

     As special counsel for the Company,  I have examined the Companys  articles
of incorporation,  bylaws, minute book, and certain other corporate records. For
the  purpose  of  the  opinions  expressed  below,  I  have  also  examined  the
Registration  Statement on Form S-8 to be filed with the Securities and Exchange
Commission  under the  Securities  Act of 1933, as amended,  covering the Common
Stock in this offering.

     In arriving at the  opinions set forth  below,  I have  examined and relied
upon originals or copies,  certified or otherwise identified to my satisfaction,
of corporate  records  (including the Registration  Statement with its exhibits)
provided by the officers of the Company. I have made such  investigations of law
as I have considered necessary or appropriate as a basis for my opinions.



<PAGE>


NetCommerce, Inc.
November 2 , 1999
Page 2

     My opinions  are  qualified  in all  respects by the scope of the  document
examination  and  I  make  no   representation  as  to  the  sufficiency  of  my
investigation  for your  purpose.  I have not made any document  examination  or
rendered any other advice other than as described herein and I at all times have
assumed  and  relied  upon  the  truth  and  completeness  of  the  information,
statements and representations  which have been given by the Company to me. I do
not express any opinion with respect to the completeness,  adequacy, accuracy or
any other aspect of the financial  statements  incorporated  by reference in the
Registration Statement.

     In rendering this opinion, I have assumed,  without independently verifying
such assumptions,  and this opinion is based and conditioned upon the following:
(i)  the  genuineness  of  the  signatures  on  and  the  enforceability  of all
instruments, documents and agreements examined by me and the authenticity of all
documents  furnished for my  examination  as originals and the conformity to the
original  documents of all  documents  furnished to me as copies;  (ii) where an
executed document has been presented to me for my review, that such document has
been duly  executed on or as of the date stated and that  execution and delivery
was  duly  authorized  on the part of the  parties  thereto;  (iii)  each of the
foregoing  certificates,   instruments  and  documents  being  duly  authorized,
executed and delivered by or on behalf of all the  respective  parties  thereto,
and such  instruments  and documents being legal,  valid binding  obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents received from the State of Nevada;  and (vi) NetCommerce,  Inc.
will be operated in accordance  with the terms of its charter  documents and the
laws of the  State of  Nevada  and the  terms of the  instruments  or  documents
referred to above.

     Based upon the foregoing, I am of the opinion that:

     1. The  Company  has been duly  incorporated  and is validly  existing as a
corporation  in good  standing  under  the  laws of the  State  of  Nevada,  the
jurisdiction of its incorporation.

     2. The terms and provisions of the Common Stock conform to the  description
thereof  contained  in the  Registration  Statement,  and the form of the  stock
certificates  used to evidence  the Common Stock are in good and proper form and
no stockholder is entitled to preemptive rights to subscribe for or purchase any
of the Common Stock.

     3. Based upon the foregoing,  I am of the opinion that the issuance and the
sale of the shares of Common  Stock in this  offering  has been duly and validly
authorized,  and  subject  to  compliance  with the  provisions  of the  written
agreements,  the Common Stock issuable under the Consulting Agreements will duly
authorized and validly issued as fully paid and non-assessable  shares of Common
Stock.

     4. Based upon the opinion of defense counsel for the Company,  there are no
suits,  proceedings  or  actions  known to me which are  threatened  or  pending
against  the  Company in any court or before or by any  governmental  body which
might materially and adversely affect the business of the Company, its condition
(financial or otherwise),  business operations,  income,  properties or business
prospects,  except as set forth in or contemplated by the Prospectus,  or by the
Companys Annual Report on Form 10-KSB for the fiscal year ended May 31, 1998 as
filed with the Securities and Exchange Commission.

     5. 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



<PAGE>

NetCommerce, Inc.
November 2, 1999
Page 3

     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
Common  Stock or, if  required,  it has been  obtained  and is in full force and
effect.

     I am  admitted  to  practice  in the State of  California  and the State of
Texas. I am not admitted to practice in Nevada,  the state of  incorporation  of
the Company,  or in any other  jurisdictions other than California and Texas, in
which the Company may own property or transact business.  My opinions herein are
with respect to federal law only and, to the extent my opinions are derived from
the laws of other  jurisdictions,  are based upon an examination of all relevant
authorities and the documents  referenced herein and are believed to be correct.
However,  except for pending  litigation or claims matters,  I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions.  No opinion is  expressed  upon any  conflict of law  issues.  My
opinions are qualified to the extent that enforcement of rights and remedies are
subject to bankruptcy,  insolvency, fraudulent conveyance, moratorium, and other
laws of general  application  or equitable  principles  affecting the rights and
remedies  of  creditors  and  security  holders  and  to  the  extent  that  the
availability  of the remedy of specific  performance or of injunctive  relief is
subject  to the  discretion  of the court  before  which any  proceeding  may be
brought.

     This  opinion  is  limited to  matters  existing  as of this  date,  and no
responsibility  is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.

     This opinion is  furnished by me to you as special  counsel for the Company
and it is solely for your benefit.  This opinion is not to be used,  circulated,
quoted or otherwise referred to in whole or in part for any purpose,  other than
as set forth in my written consent.

                                                       Very truly yours,

                                                       /s/  Richard O. Weed
                                                            Richard O. Weed



<PAGE>


                                 EXHIBIT 10. D.

                              CONSULTING AGREEMENT

     This Consulting Agreement is made this 15th day of May 1999, by and between
Leonard J. Roman, his principal offices at 4695 MacArthur Court,  Newport Beach,
California  92660,   ("Consultant")  and  Virtual  Enterprises  Inc.,  a  Nevada
corporation,  with its principal  offices at 4695  MacArthur  Court,  Suite 530,
Newport Beach, California 92660 ("Client").

     WHEREAS,   Consultant  is  a  Certified  Public  Accountant  and  has  over
twenty-eight  (28)  years  of  experience  in  accounting  and in the  audit  of
publicly-held companies; and

     WHEREAS,  Client  desires to retain the services of  Consultant to serve as
Client's Chief Financial Officer,  and to advise Client's Board of Directors and
its Audit  Committee,  and  Consultant  desires to serve Client on the terms and
conditions set forth below:

1.   Engagement

     Client agrees to engage Consultant as its Chief Financial  Officer,  and to
provide Client with advice and financial  consulting  services,  on an as-needed
basis,  effective the date hereof and continuing  through the Initial Consulting
Period (as defined below).

2.   Scope of Services to be Provided

     Consultant  hereby  accepts the  engagement on the terms and conditions set
forth in the Agreement and agrees to provide the services which shall consist of
establishing  internal  controls and  procedures  to effect  accurate and timely
preparation of financial  statements and regulatory  reports on Form 10-K,  Form
10-Q and Form 8-K, and to be the  individual  responsible  for the  preparation,
review and filing of such reports;  establishing sales and disbursement systems;
establishing  payroll  and  inventory  methods;   assisting  Client's  Board  of
Directors  in the  analysis  of  business  opportunities,  and debt  and  equity
financing proposals;  preparing and/or timely reviewing of financial projections
and preparing  budget;  preparing  capital  requirement  forecasts and corporate
finance requirements,  the coordination of Client's audit, including preparation
of audit schedules,  confirmations,  reports and responses to auditors; and, the
performance  of such  additional  duties  as  requested  by  Client's  Board  of
Directors  (collectively  referred to herein as the "Services").  Consultant may
not  assign his  duties  hereunder  unless  agreed to in  writing  with  Client.
Consultant's  failure  to  perform  the  Services  shall be  deemed a  voluntary
termination of this Agreement by Consultant pursuant to Paragraph 12 hereof.

3.   Term

     This  Agreement  shall  have an  initial  term  ending  on May 1, 2001 (the
"Initial Consulting Period");  thereafter,  this Agreement will automatically be
extended on an annual basis (the "Extension Period") unless Consultant or Client
shall  serve  written  notice  on the other  party  terminating  the  Agreement;
provided,  however,  that  Consultant  and client  shall  agree in writing as to
Consultant's  continuing  compensation.  Notice to terminate shall be in writing
and shall be  delivered  at least ten (10) days prior to the end of the  Initial
Consulting Period or any subsequent  Extension Period as provided herein. In the
event of termination  pursuant to this Paragraph 3, neither party shall have any
further  rights  or  obligations  hereunder  after  the  effective  date of such
termination,  except  that the  obligation  of Client to pay fees  earned and to
reimburse costs and expenses of Consultant  incurred prior to the effective date
of  termination  in  performance of the Services shall continue until such fees,
costs, and expenses are paid in full by Client.




<PAGE>

4.   Time and Effort of Consultant

     Consultant  shall devote that amount of working time,  as  necessary,  on a
monthly  basis,  to  fulfilling  his  obligations  under  this  Agreement.   The
particular  amount  of time may vary  from day to day or week to week;  provided
however,  that Consultant shall allocate and be available to Client for at least
eight (8) hours per calendar month. Consultant agrees that he will at all times,
faithfully and to the best of his experience,  ability, and talents, perform all
the duties required of him under this Agreement.

5.   Compensation

     Compensation  to Consultant for the Services  provided under this Agreement
shall consist of the following:

     (A) For  Services  as  Chief  Financial  Officer.  During  the  term of the
Agreement  Consultant  shall be paid a base fee for  serving as  Client's  Chief
Financial  Officer,   and  providing  advice  regarding  general  financial  and
corporate  affairs and growth  strategy,  at the rate of Four  Thousand  Dollars
($4,000) per month,  with such fee to be paid in arrears in cash or in shares of
Client's common stock (the "Fee Shares"), at Client's sole discretion.

6.   Registration of Client's Shares

     As soon as possible  following  the date hereof,  Client will  register the
Option  Shares,  and the Fee Shares (if any) with the  Securities  and  Exchange
Commission under a Form S-8 registration statement. At Client's sole discretion,
any such shares to be issued to Consultant  may be issued prior to  registration
in reliance on  exemptions  from  registration  provided by Section  4(2) of the
Securities  Act of 1933 (the "Act"),  Regulation  D of the Act,  and  applicable
state   securities   laws.   Such   shares   shall  be  issued  in  reliance  on
representations and warranties of Consultant set forth herein.

7.   Costs and Expenses

     Unless  otherwise  agreed and approved in writing  between  Consultant  and
Client,  all third party and  out-of-pocket  expenses,  filing fees,  copy,  and
mailing expenses incurred by Consultant performing Services under this Agreement
are the  responsibility  of Consultant.  Any expenses incurred with the previous
approval of Client in carrying out the  Services set forth under this  Agreement
shall be  reimbursed  by Client  within  thirty  (30) days of written  notice by
Consultant.

8.   Place of Services

     Except as otherwise  mutually agreed by Consultant and Client, the Services
provided by Consultant  hereunder will be performed  primarily  through Client's
offices in Newport Beach, California, or such other place of business designated
by Client as its principal office.

9.   Independent Contractor

     Consultant  will act as an  independent  contractor in the  performance  of
duties under this  Agreement.  Accordingly,  Consultant  will be responsible for
payment of all federal,  state, and local taxes on compensation  paid under this
Agreement,  including income and social security taxes,  unemployment insurance,
and any other taxes or business license fees as may be required.





<PAGE>


10.  No Agency Express or Implied

     This Agreement  neither  expressly nor impliedly  creates a relationship of
principal and agent between Consultant and Client.  Consultant is not authorized
to enter into any agreements on behalf of Client.  Client expressly  retains the
right to approve, in its sole discretion, any and all transactions introduced by
Consultant  (if any) and to make all final  decisions with respect to activities
undertaken by Consultant related to this Agreement.

11.  Nondisclosure and Nonuse of Confidential Information

     Consultant   acknowledges  that  non-public   information   concerning  the
finances, plans, strategies, and overall business operations of Client is highly
confidential  and  proprietary  to  Client  ("Confidential  Information").  This
Confidential Information includes, but is not limited to, the following:

     (A) Non-public  information related to the business  operations,  including
financial and accounting information, plans of operations, and potential mergers
or acquisitions prior to the public announcement of Client;

     (B) Customer  lists,  call lists,  and other  non-public  customer  data of
Client;

     (C) Memoranda,  notes, records,  sketches,  plans,  drawings, and any media
used to  store,  communicate,  transmit,  record,  or embody  such  Confidential
Information of Client;

     (D)  Information  treated,  marked,  or otherwise  identified  by Client as
confidential or as trade secrets.

     Consultant  acknowledges  that such Confidential  Information  represents a
legitimate,  valuable,  and  protectable  interest of Client and gives  Client a
competitive  advantage,  which  would  otherwise  be  lost  if the  Confidential
Information  was improperly  disclosed.  Consultant  further  acknowledges  that
unauthorized  or improper  disclosure or use of Confidential  Information  would
cause Client irreparable harm and injury.  Consultant  therefore agrees that, in
perpetuity or for as long as the Confidential  Information remains confidential,
he will not disclose or threaten to disclose the Confidential Information to any
person,  partnership,   company,  corporation,  or  to  any  other  business  or
governmental  organization  or agency  without  the express  written  consent of
Client, as the case may be. Consultant  further agrees not to use or threaten to
use the Confidential  Information in any way that is not specifically authorized
by, or  otherwise  contrary  to the  interests  of  Client,  as the case may be.
Consultant   agrees  that   unauthorized   disclosure  or  use  of  Confidential
Information  constitutes  misappropriation  of trade  secrets  and  confidential
information.  Consultant  further  agrees  that  all  ownership  rights  to  the
Confidential Information are held or retained by Client, as the case may be, and
that no right of ownership  shall pass to Consultant by virtue of this Agreement
or the Services provided hereunder.





<PAGE>


12.  Termination

     (A) Termination for Disability.  If during the Initial  Consulting  Period,
Consultant  shall be unable to  provide  the  services  as set forth  under this
Agreement for twenty (20) business days because of illness,  accident,  or other
incapacity,  Client shall have the right to immediately terminate this Agreement
upon  written  notice to  Consultant  after the end of any such  20-day  period.
Termination  under this  Paragraph  12(A)  shall be  effective  upon  receipt by
Consultant of such written notice.

     (B) Death.  In the event of  Consultant's  death,  this  Agreement  and all
rights and obligations hereunder shall immediately be terminated.

     (C)  Termination  for Cause.  Client  may, at its  option,  terminate  this
Agreement  by  giving  written  notice  of  termination  to  Consultant  without
prejudice to any other remedy to which the Client may be entitled either at law,
in equity, or under this Agreement, if Consultant:

     (i) Willfully  breaches or neglects the duties,  or fails to timely provide
the Services as required under the terms of this Agreement;

     (ii) Fails to promptly comply with and carry out the directives of Client's
Board of Directors;

     (iii)  Commits any  dishonest or unlawful  act, in the judgment of Client's
Board of Directors;

     (iv)  Engages in any conduct  which  disrupts the business of Client or any
entity affiliated with Client;

     (v) Fails to produce work product which,  in the judgment of Client's Board
of  Directors,  is necessary for Client to comply with requests from auditors or
Consultant's successor, or to timely file reports required of it.

     (vi) Is found to have  engaged in conduct,  prior to or  subsequent  to the
date hereof, that may preclude Client from obtaining any local, state or federal
regulatory  approval of Client's intent, or application for a license, to own an
interest in or to operate any regulated business.

     (D)  Termination  Other  Than For Cause.  This  Agreement  shall  terminate
immediately on the occurrence of any one of the following events:

     (i) The occurrence of  circumstances,  in the judgment of Client's Board of
Directors, that make it impracticable for Client to continue its present line of
business;

     (ii) The decision of and upon notice by Consultant to voluntarily terminate
this Agreement;

     (iii) The loss by Consultant of legal capacity;

     (iv) If  either  party  files a  petition  in a court of  bankruptcy  or is
adjudicated a bankrupt;




<PAGE>

     (v) If either party institutes, or has instituted against it any bankruptcy
proceeding  for  reorganization  for  rearrangement  of  the  party's  financial
affairs;

     (vi) If either  party has a  receiver  of the  party's  assets or  property
appointed because of insolvency;

     (vii) If  either  party  makes a  general  assignment  for the  benefit  of
creditors; or

     (viii) If either  party  otherwise  becomes  insolvent  or unable to timely
satisfy all obligations in the ordinary course of business.

     (E) Effect of Termination on Compensation.  In the event of the termination
of this  Agreement  Other Than for Cause prior to the  expiration of the Initial
Consulting Period,  Consultant shall be entitled to the compensation earned, and
to exercise by appropriate payment therefore the Option Shares exercisable prior
to the date of termination as provided for in this Agreement.  Consultant  shall
be entitled to no further compensation after the date of termination.

13.  Representations and Warranties of Client

     Client represents and warrants to Consultant that:

     (A) Corporate  Existence.  Client is a corporation duly organized,  validly
existing,  and in good  standing  under  the laws of the State of  Nevada,  with
corporate  power to own  property  and carry on its  business as it is now being
conducted.

     (B)  Financial  Information.  Client  has or  will  cause  to be  delivered
concurrently  with the  execution of this  Agreement,  copies of the  Disclosure
Documents  (as defined in Paragraph  14(D)(1))  which  accurately  set forth the
financial condition of Client as of the respective dates of such documents.

     (C) Capitalization. The capitalization of Client is, as of the date hereof,
comprised of Fifty  Million  (50,000,000)  shares of  authorized  $.01 par value
common  stock of which no more than  Sixteen  Million  (16,000,000)  shares  are
issued and  outstanding.  Additionally,  there  currently  are Six Hundred Sixty
Eight  Thousand  (668,000)  Warrants to purchase  common  stock.  All issued and
outstanding shares are legally issued,  fully paid, and  nonassessable,  and are
not issued in violation of the preemptive or other right of any person.

     (D) No Conflict.  This  Agreement  has been duly executed by Client and the
execution and  performance of this  Agreement  will not violate,  or result in a
breach of, or  constitute  a default  in any  agreement,  instrument,  judgment,
decree or order to which  Client is a party or to which  Client is subject,  nor
will such  execution and  performance  constitute a violation or conflict of any
fiduciary duty to which Client is subject.






<PAGE>

     (E)  Full  Disclosure.   The  information  concerning  Client  provided  to
Consultant  pursuant to this Agreement is, to the best of Client's knowledge and
belief,  complete and accurate in all material respects and does not contain any
untrue statement of a material fact or omit to state a material fact required to
make the statements  made, in light of the  circumstances  under which they were
made, not misleading.

     (F) Date of Representations and Warranties. Each of the representations and
warranties  of Client set forth in this  Agreement is true and correct at and as
of the date of execution of this Agreement.

14.  Representations and Warranties of Consultant

     Consultant represents and warrants to Client that:

     (A) Prior  Experience.  Consultant has extensive  experience in the area of
auditing  publicly-held  companies and the preparation of financial  statements,
establishment  of internal  control  procedures,  tax planning,  debt and equity
financing, budgeting and capital requirement analysis.

     (B) No Conflict.  This  Agreement has been duly executed by Consultant  and
the execution and performance of this Agreement will not violate, or result in a
breach of, or  constitute  a default  in any  agreement,  instrument,  judgment,
decree  or order  to which  Consultant  is a party  or to  which  Consultant  is
subject,  nor will such  execution  and  performance  constitute  a violation or
conflict of any fiduciary duty to which Consultant is subject.

     (C) No  Litigation.  Consultant is not a defendant,  nor plaintiff  against
whom a counterclaim has been asserted, in any litigation, pending or threatened,
nor has any material  claim been made or asserted  against  Consultant,  nor are
there  any   proceedings   threatened  or  pending  before  any  U.S.  or  other
territorial,  federal, state or municipal government, or any department,  board,
body or agency  thereof,  involving  as of the date  hereof,  that may entitle a
successful litigant to a claim against any assets of Consultant, or interfere in
any way with the duties of Consultant hereunder.

     (D)  Registration   and/or   Exemption  of  Client's   Shares.   Consultant
understands  and  acknowledges  that the Option Shares issued and any Fee Shares
issued  pursuant to this Agreement  prior to  registration  will be so issued in
reliance  on the  exemptions  from  registration  provided  by  Section  4(2) or
Regulation D of the Act and applicable state  securities  laws.  Representations
and  warranties by Consultant in this  Paragraph will be used and relied upon by
Client  to  determine  whether  any  issuance  of  such  shares  may be  made to
Consultant pursuant hereto, and Consultant will notify Client immediately of any
material changes to the representations made herein. In this regard,  Consultant
represents and warrants that:

     (1)  Consultant  has been  furnished  with a copy of  Client's  most recent
Annual  Report on Form 10-KSB and 10-K and all reports or documents  required to
be filed under Sections 13(a),  14(a),  and 15(d) of the Securities and Exchange
Act of 1934 ("Exchange Act"),  including but not limited to quarterly reports on
Form  10-QSB or 10-Q,  Current  Reports on Form 8-K,  and Proxy  Statement  (the
"Disclosure  Documents").  In addition,  Consultant  has been  furnished  with a
description of Client's  capital  structure and any material changes in Client's
financial  condition  that  may  not  have  been  disclosed  in  the  Disclosure
Documents.




<PAGE>

     (2) Consultant has had the opportunity to ask questions and receive answers
concerning the terms and conditions of Client's  shares to be issued pursuant to
this Agreement,  and to obtain any additional information which Client possesses
or can acquire without  unreasonable  effort or expense  necessary to verify the
accuracy of information furnished under this Paragraph.

     (3) By reason of  Consultant's  knowledge  and  experience in financial and
business  matters in general,  and  investments  in  particular,  Consultant  is
capable of evaluating  the merits and risks of this  transaction  and in bearing
the economic risks of an investment in Client's  shares,  and Client in general,
and  fully  understand  the  speculative  nature  of  such  securities  and  the
possibility of such loss.

     (4)  Consultant  is fully  aware  that any of  Client's  shares  issued  to
Consultant  pursuant to this Agreement prior to registration will be "Restricted
Securities"  as  defined  by Rule 144 of the Act,  and that any  resale  of such
shares by Consultant may be governed by Rule 144.

     (6)  Consultant  will not sell,  transfer  or  otherwise  dispose of any of
Client's shares issued  pursuant to this Agreement prior to registration  except
in compliance with the Act.

     (7) Any and all  certificates  representing  any of Client's  shares issued
pursuant to this Agreement issued prior to registration of such shares,  and any
and all securities issued in replacement thereof or in exchange therefore, shall
bear the following legend:

     "The shares  represented by this certificate have not been registered under
the Securities Act of 1933 (the "Act") and are  "restricted  securities" as that
term is  defined in Rule 144 under the Act.  The  shares may not be offered  for
sale,   sold,  or  otherwise   transferred   except  pursuant  to  an  effective
Registration   Statement  under  the  Act  or  pursuant  to  an  exemption  from
registration  under the Act, the  availability  of which is to be established to
the satisfaction of the Company."

     (E)  Full  Disclosure.  Consultant's  resume,  and  all  other  information
concerning  Consultant  provided to Client pursuant to this Agreement is, to the
best of Consultant's knowledge and belief, complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material  fact  required to make the  statements  made,  in light of the
circumstances under which they were made, not misleading.

     (F) Non-Compete and Related Agreements.

     Consultant  agrees  that  during  the  Non-competition  Period  (as  herein
defined), unless otherwise agreed with Client in writing, he will not:

     (i) directly or indirectly own, manage,  control,  participate in, lend his
name to, act as  consultant  or advisor  to, or render  services to (alone or in
association  with  any  other  person,  firm,   corporation  or  other  business
organization) any person or entity engaged in any business similar to or related
in any way to the business  conducted by Client  anywhere within the continental
United States,



<PAGE>

     (ii) have any interest  directly or indirectly  in any business  engaged in
any  business  similar  to or related in any way to the  business  conducted  by
Client (provided that nothing herein will prevent  Consultant from owning in the
aggregate not more than five percent (5%) of the outstanding  stock of any class
of a corporation  engaged in the business which is publicly  traded,  so long as
Consultant has not participated in the management or conduct of business of such
corporation),

     (iii) induce or attempt to induce any other employee of the Client to leave
the employ of the Client or its  affiliates,  or in any way  interfere  with the
relationship  between  the  Client  and any  other  employee  of  Client  or its
affiliates, or

     (iv)  induce or  attempt  to induce  any  customer,  supplier,  franchisee,
licensee,  or other  business  relation of Client or any  affiliate of Client to
cease doing  business with the Client or any affiliate of Client,  or in any way
interfere  with the  relationship  between  any  customer,  franchisee  or other
business  relation  and Client or any  affiliate  of Client,  without  the prior
written consent of Client's Board of Directors.

     For purposes of this  Agreement,  "Non-competition  Period"  shall mean the
period commencing as of the date hereof and ending on the second  anniversary of
the date on which  Consultant  shall not be engaged by Client;  provided that in
the event  Consultant's  engagement  hereunder is  terminated  by Client for any
reason  other  than  Cause or other  than as  provided  in  Paragraph  12 above,
"Non-competition  Period" shall mean the period commencing as of the date hereof
and ending on the second anniversary date of the termination hereof.

     (ii) If, at the time of  enforcement  of any  provisions  of  Paragraph  12
above,  a court of competent  jurisdiction  holds that the  restrictions  stated
therein are unreasonable under  circumstances then existing,  the parties hereto
agree that the maximum period or scope reasonable under such  circumstances will
be substituted for the stated period or scope.

     (iii) Consultant  agrees that the covenants made in this Paragraph shall be
construed as an agreement  independent of any other provision of this Agreement,
and shall  survive the  termination  of this  Agreement  for a period of two (2)
years.

     (G) Soliciting  Customers After Termination of Agreement.  Consultant shall
not for a period two (2) years  immediately  following  the  termination  of his
engagement with Client, either directly or indirectly:

     (i) make known to any person, firm or corporation the names or addresses of
any of the customers of Client or any other information pertaining to them; or,



<PAGE>

     (ii) call on, solicit,  or take away, attempt to call on, solicit,  to take
away any of the  customers  of  Client on whom the  Consultant  called or became
acquainted with during its engagement with Client,  either for itself or for any
other person, firm or corporation.

     (H) Date of Representations and Warranties. Each of the representations and
warranties of Consultant  set forth in this Agreement is true and correct at and
as of the date of execution of this Agreement.

15.  Indemnification

     Client  and  Consultant  agree to  indemnify,  defend  and hold each  other
harmless  from and  against  all  demands,  claims,  actions,  losses,  damages,
liabilities,  costs  and  expenses,  including  without  limitation,   interest,
penalties  and  attorneys'  fees and  expenses  asserted  against  or imposed or
incurred  by  either  party by  reason  of or  resulting  from a  breach  of any
representation,  warranty, covenant,  condition, or agreement of the other party
to this Agreement.

16.  Agreement Does not Contemplate Corrupt Practice - Domestic or Foreign

     Any and all  payments  under this  Agreement  constitute  compensation  for
services  performed  and  this  Agreement  and all  payments  and the use of the
payments by Consultant,  do not and shall not constitute an offer,  payment,  or
promise  or  authorization  of payment  of any money or gift to an  official  or
political party of, or candidate for political office in any jurisdiction within
or outside the United  States.  These  payments may not be used to influence any
act or decision of an official,  party or candidate to use his/her/its influence
with a  government  to  assist  Client in  obtaining,  retaining,  or  directing
business to Client,  or any person or other  corporate  entity.  As used in this
paragraph, the term "official" means any officer or employee of a government, or
any person  acting in an official  capacity for or on behalf of any  government;
the term "government"  includes any department,  agency, or instrumentality of a
government.

17.  Inside Information - Securities Laws Violations

     In the course of the performance of his duties, Consultant may become aware
of information which may be considered "inside  information"  within the meaning
of the Federal Securities Laws, Rules and Regulations.  Consultant  acknowledges
that his use of such  information to purchase or sell  securities of Client,  or
its affiliates,  or to transmit such  information to any other party with a view
to buy, sell or otherwise  deal in the securities of Client or its affiliates is
prohibited  by  law  and  would  constitute  a  breach  of  this  Agreement  and
notwithstanding  the provisions of this Agreement,  will result in the immediate
termination of the Agreement.

18.  Exclusive Services

     Consultant agrees that the Services to be provided  hereunder are exclusive
and, accordingly,  Consultant shall not render services of the same nature or of
a similar  nature to any other  individual  or  entity  during  the term  hereof
without the written  consent of Client;  provided that, if Consultant  wishes to
consult to or provide  services to any other party,  Consultant may  voluntarily
terminate  this  Agreement at any time pursuant and subject to the provisions of
Paragraph 12 hereof. On the other hand,  Consultant  understands and agrees that
Client shall not be prevented or barred from retaining other persons or entities
to  provide  services  of the  same or  similar  nature  as  those  provided  by
Consultant.




<PAGE>

19.  Specific Performance

     Consultant  and  Client  acknowledge  that in the event of a breach of this
Agreement  by  either  party,   money  damages  would  be  inadequate   and  the
non-breaching  party would have no adequate remedy at law.  Accordingly,  in the
event of any  controversy  concerning  the  rights  or  obligations  under  this
Agreement,  such rights or obligations shall be enforceable in a court of equity
by a decree of specific performance.  Such remedy,  however, shall be cumulative
and  non-exclusive  and shall be in  addition  to any other  remedy to which the
parties may be entitled.

20.  Miscellaneous

     (A) Subsequent Events. Consultant and Client each agree to notify the other
party  if,  subsequent  to the  date  of this  Agreement,  either  party  incurs
obligations  which could  compromise  their efforts and  obligations  under this
Agreement.

     (B) Amendment. This Agreement may be amended or modified at any time and in
any manner only by an instrument in writing executed by the parties hereto.

     (C) Further Actions and Assurances. At any time and from time to time, each
party  agrees,  at its or their  expense,  to take  actions  and to execute  and
deliver  documents a may be reasonably  necessary to effectuate  the purposes of
this Agreement.

     (D) Waiver.  Any failure of any party to this  Agreement to comply with any
of its obligations, agreements, or conditions hereunder may be waived in writing
by the party to whom such  compliance is owed.  The failure of any party to this
Agreement to enforce at any time any of the provisions of this  Agreement  shall
in no way be construed  to be a waiver of any such  provision or a waiver of the
right of such party  thereafter  to enforce  each and every such  provision.  No
waiver of any breach of or  non-compliance  with this Agreement shall be held to
be a waiver of any other or subsequent breach or non-compliance.

     (E) Assignment. Neither this Agreement nor any right created by it shall be
assignable by Consultant without the prior written consent of Client.

     (F)  Notices.  Any notice or other  communication  required or permitted by
this  Agreement must be in writing and shall be deemed to be properly given when
delivered  in person to an officer of the other  party,  when  deposited  in the
United States mails for  transmittal  by certified or registered  mail,  postage
prepaid,  or when deposited with a public telegraph company for transmittal,  or
when  sent  by  facsimile  transmission  charges  prepared,  provided  that  the
communication is addressed:

     (1) In the case of Client:

     Virtual  Enterprises  Inc.
     4695 MacArthur  Court,  Suite 530
     Newport Beach, California 92660
     Telephone: (714) 475-6755
     Telefax: (714) 833-7854




<PAGE>

     (2)  In the case of Consultant:

          Leonard J. Roman
          4695 MacArthur Court, Suite 530
          Newport Beach, California 92660
          Telephone: (714) 833-2094
          Telefax: (714) 645-7610

     or to such other person or address  designated  by Client or  Consultant to
receive notice.

     (G) Headings. The paragraph and subparagraph headings in this agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

     (H) 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.

     (I) Governing Law. This  Agreement was  negotiated and is being  contracted
for in the State of  California,  and shall be governed by the laws of the State
of California, notwithstanding any conflict-of-law provision to the contrary.

     (J) Binding Effect. This Agreement shall be binding upon the parties hereto
and inure to the benefit of the parties, their respective heirs, administrators,
executors, successors, and assigns.

     (K) Entire Agreement.  This Agreement contains the entire agreement between
the parties hereto and supersedes any and all prior agreements, arrangements, or
understandings  between  the  parties  relating  to the  subject  matter of this
Agreement. No oral understandings, statements, promises, or inducements contrary
to the terms of this Agreement exist. No representations, warranties, covenants,
or  conditions,  express or implied,  other than as set forth herein,  have been
made by any party.

     (L)  Severability.   If  any  part  of  this  Agreement  is  deemed  to  be
unenforceable  the  balance  of the  Agreement  shall  remain in full  force and
effect.

     (M) Facsimile Counterparts. A facsimile, telecopy, or other reproduction of
this  Agreement may be executed by one or more parties  hereto and such executed
copy  may  be  delivered  by  facsimile  of  similar  instantaneous   electronic
transmission  device  pursuant  to which the  signature  of or on behalf of such
party can be seen, and such  execution and delivery  shall be considered  valid,
binding and effective for all purposes.  At the request of any party hereto, all
parties agree to execute an original of this Agreement as well as any facsimile,
telecopy or other reproduction hereof.

     (N)  Termination of Any Prior  Agreements.  Effective the date hereof,  all
prior  rights of  Consultant  relating  to the accrual or payment of any form of
compensation or other benefits from Client based upon any agreements  other than
this Agreement,  whether written or oral, entered into prior to the date hereof,
are hereby terminated.

     (O)  Consolidation  or Merger.  Subject to the  provisions  of Paragraph 12
hereof,  in the event of a sale of the stock, or substantially all of the stock,
of Client, or consolidation or merger of Client with or into another corporation
or entity, or the sale of substantially all of the operating



<PAGE>

     assets of the Client to another corporation,  entity or individual,  Client
may   assign  its  rights  and   obligations   under  this   Agreement   to  its
successor-in-interest  and such  successor-in-interest  shall be  deemed to have
acquired all rights and assumed all obligations of Client  hereunder;  provided,
however,  that in no event shall the duties and services of Consultant  provided
for  in  Paragraph  2  hereof,  or the  responsibilities,  authority  or  powers
commensurate therewith,  change in any material respect as a result of such sale
of stock, consolidation, merger or sale of assets.

     (P) Time is of the Essence. Time is of the essence of this Agreement and of
each and every provision hereof.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
above written.

                                                "Consultant"
                                                Leonard J. Roman


                                                 /s/  Leonard J. Roman
                                                Name: Leonard J. Roman
                                                Title:   Consultant

                                                "Client"
                                                Virtual Enterprises Inc.
                                                a Nevada corporation



                                                By: /s/ Fred G. Luke
                                                Name: Fred G. Luke
                                                Title:   Chairman and President




<PAGE>

                                                                    EXHIBIT 24.1

                  CONSENT OF RICHARD O. WEED TO USE OF OPINION



                              WEED & COMPANY, L.P.

      4695 MacArthur Court, Suite 530, Newport Beach, California 92660-2164
                Telephone (949) 475-9086 Facsimile (949) 475-9087

WRITERS DIRECT NUMBER
   (949) 475-7730





                               November 2 , 1999

Board of Directors
NetCommerce, Inc.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660

     Re: Form S-8


Gentlemen:

     I hereby consent to the filing of my opinion dated even date herewith as an
Exhibit to the November 2, 1999 Form S-8  Registration  Statement to be filed by
NetCommerce, Inc.

     I further  consent to the  reference to me and my opinion under the caption
"Legal Opinion and Experts" in the Prospectus.



                                                     Very truly yours,



                                                     /s/ Richard O. Weed
                                                         Richard O. Weed



<PAGE>
                                                                    EXHIBIT 24.2

                    CONSENT OF McKENNON MORGAN & WILSON, LLP



                         CONSENT OF INDEPENDENT AUDITORS



     We hereby consent to the  incorporation  by reference in this  Registration
Statement of NetCommerce,  Inc., formerly Virtual Enterprises, Inc., on Form S-8
of our report  dated August 19,  1999,  appearing  in the Annual  Report on Form
10-KSB of NetCommerce, Inc. for the year ended May 31, 1999 and to the reference
to us  under  the  heading  "Experts"  in the  Prospectus  which is part of this
Registration Statement.

                                          /s/      McKennon Morgan & Wilson, LLP



Irvine, California
November 2 , 1999


                                     - 32 -
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 82865}]
{"company-data": {"conformed-name": "NETCOMMERCE INC", "cik": "0000837295", "assigned-sic": "6770", "irs-number": "841091271", "state-of-incorporation": "CO", "fiscal-year-end": "0531"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-90369", "film-number": "99741762"}, "business-address": {"street1": "4695 MACARTHUR COURT", "street2": "SUITE 530", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660", "phone": "9498335381"}, "mail-address": {"street1": "4695 MACARTHUR COURT", "street2": "SUITE 530", "city": "NEWPORT BEACH", "state": "CA", "zip": "92660"}, "former-company": [{"former-conformed-name": "VIRTUAL ENTERPRISES INC", "date-changed": "19980116"}, {"former-conformed-name": "TOEN GROUP INC", "date-changed": "19920703"}]}
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

            NETCOMMERCE, INC. (formerly Virtual Enterprises, Inc. )
             (Exact name of Registrant as specified in its charter)

            NEVADA                                     84-1126818
            (State or other jurisdiction of            (IRS Employer
            incorporation or organization)             Identification No.)

            4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
          (Address of Principal Executive Offices, including ZIP Code)

            Consulting/Fee Agreements with J.L. Lawver, Richard Weed,
                 Fred G. Luke doing business as NuVen Advisors,
                      Leonard Roman, and Jonathan L. Small
                            (Full title of the plan)

                                  Fred G. Luke
            4695 MacArthur Court, Suite 530, Newport Beach, CA 92660
                     (Name and address of agent for service)

                                 (949) 475-6755
          (Telephone number, including area code, of agent for service)

                                                          [NETCOM\FS8:OCT1999]-7
                                        1
CALCULATION OF REGISTRATION FEE
Proposed               Proposed
                                                       Maximum                Maximum             Amount of
 Title of Securities       Amount of Shares            Offering              Aggregate           Registration
   to be Registered        to be Registered        Price Per Share         Offering Price            Fee
$.01 par value
Common Stock                     464,000          $.40625                  $     188,500       $        52.40
$.01 par value
Common Stock                      79,582          $.40625                  $      32,330       $         8.98
$.01 par value
Common Stock                     145,243          $.40625                  $      59,005       $        16.40
$.01 par value
Common Stock                   1,476,923          $.20312                  $     300,000       $        83.40
$.01 par value
Common Stock                      49,231          $.40625                  $      20,000       $         5.56
$.01 par value
Common Stock                     152,463          $.40625                  $      61,938       $        17.22

                TOTALS         2,367,442           N/A                     $     661,773       $       183.96
[NETCOM\FS8:OCT1999]-7
                                        2
PROSPECTUS

                                NETCOMMERCE, INC.
                         4695 MacArthur Court, Suite 530
                             Newport Beach, CA 92660
                                 (949) 475-6755

                       (2,367,442 SHARES OF COMMON STOCK)

     This Prospectus relates to the offer and sale by NetCommerce, Inc. a Nevada
corporation  (the  "Company"),  of shares of its $.01 par value per share common
stock  (the  "Common   Stock")  to  certain   advisors  and   consultants   (the
"Consultants")  pursuant to Consulting  and Management  Agreements  entered into
between the Company and the  Consultants.  The Company is registering  hereunder
and then  issuing,  upon  receipt of  adequate  consideration  therefor,  to the
Consultants 2,367,442 shares of Common Stock in consideration for services to be
performed under the respective Consulting 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. Of the
shares  registered  hereunder,  there are 1,671,397  shares being registered for
affiliates of the Company.  An affiliate is summarily,  any director,  executive
officer or controlling shareholder of the Company or anyone of its subsidiaries.
An  "affiliate"  of the  Company is subject to Section  16(b) of the  Securities
Exchange Act of 1934, as amended (the  "Exchange  Act").  If a Consultant who is
not now an "affiliate"  becomes an "affiliate" of the Company in the future,  he
would then be  subject  to Section  16(b) of the  Exchange  Act.  (See  "General
Information - Restrictions on Resales").

     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 November 2, 1999

                                                              COM\FS8:OCT1999]-7
                                        3
This  Prospectus is part of a  Registration  Statement  which was filed and
became  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 been omitted 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 by 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: NetCommerce, Inc. 4695
MacArthur Court, Suite 530, Newport Beach,  California 92660;  Telephone:  (949)
475- 6755.

     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 inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained at the prescribed rates. From November 30, 1989, and until September 6,
1990, the Companys  common stock was traded on the  over-the-counter  market and
reported  by the  National  Quotation  Bureau  Pink  Sheets.  Trading  ceased on
September 6, 1990.  Trading  resumed  Feburary 15, 1999 and is traded on NASDAQs
National  Association of Securities  Dealer Automated  Quotation System (NASDAQ)
Electronic Bulletin Board.

     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 person 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.

                                                          [NETCOM\FS8:OCT1999]-7
                                        4
TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus...........................6

Item 1.  Plan Information......................................................6

         General Information...................................................6

              The Company......................................................6
              Purposes.........................................................6
              Common Stock.....................................................6
              The Consultants..................................................6
              No Restrictions on Transfer......................................6
              Tax Treatment to the Consultants.................................6
              Tax Treatment to the Company.....................................6
              Restrictions on Resales..........................................7

Documents Incorporated by Reference and Additional Information.................8

Item 2.  Registrant Information and Employee Plan Annual Information...........8

              Legal Opinion and Experts........................................8
              Indemnification of Officers and Directors........................8

Information Required in the Registration Statement.............................9

Item 3.  Incorporation of Documents by Reference...............................9

Item 4.  Description of Securities.............................................9

Item 5.  Interests of Named Experts and Counsel................................9

Item 6.  Indemnification of Directors and Officers.............................9

Item 7.  Exemption from Registration Claimed..................................11

Item 8.  Exhibits.............................................................11

Item 9.  Undertakings.........................................................12

Signatures . . . . . . . . ...................................................14

Exhibit Index . . . . ........................................................16

                                                          [NETCOM\FS8:OCT1999]-7
                                        5
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Item 1.           Plan Information

GENERAL INFORMATION

The Company

     The Company has its principal  executive  offices at 4695 MacArthur  Court,
Suite 530, Newport Beach, California 92660; Telephone: (949) 475-6755.

Purposes

     The Common Stock to be issued by the Company to certain Consultants will be
issued  pursuant to agreements  entered into between these  Consultants  and the
Company,  which  agreements  have been 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
Consultants in the Company's future prosperity,  thereby advancing the interests
of the Company, and all of its shareholders.  Copies of the agreements have been
filed as exhibits to this Registration Statement.

Common Stock

     The Board has  authorized  the  issuance of up to  2,367,442  shares of the
Common Stock to the  Consultants  and upon  effectiveness  of this  Registration
Statement.

The Consultants

     The  Consultants  have agreed to provide their  expertise and advice to the
Company for the purposes set forth in their agreements with the Company.

No Restrictions on Transfer

     The Consultants 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 Consultants

     The Common  Stock is not  qualified  under  Section  401(a) of the Internal
Revenue Code. The  Consultants,  therefore,  will be required 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, absent a specific contractual provision to the

                                                          [NETCOM\FS8:OCT1999]-7
                                        6
contrary  the  Consultants  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 Consultants receive shares of common stock pursuant
to the  exercise  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 Consultants
are urged to consult each of their tax advisors 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 in the taxable year of the Company during which the
recipient recognizes income.

Restrictions on 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.

                                                          [NETCOM\FS8:OCT1999]-7
                                        7
DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

     The Company hereby  incorporates by reference (i) its annual report on Form
10-KSB  for the year ended May 31,  1999,  filed  pursuant  to Section 13 of the
Exchange Act, (ii) any and all Forms 10-Q (or 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 thereof  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: NetCommerce,  Inc. 4695 MacArthur Court, Suite 530, Newport Beach,
California 92660: (949) 475-6755.

Legal Opinion and Experts

     Richard O. Weed has rendered an opinion on the  validity of the  securities
being  registered.  Mr. Weed is not an "affiliate" of the Company.  He currently
owns 106,400 shares of the Company's common stock.

     The  financial   statements  of   NETCOMMERCE,   INC.,   formerly   Virtual
Enterprises,  Inc.,  incorporated  by reference in this  Prospectus for the year
ended  May 31,  1999 have  been  audited  by  McKennon,  Morgan &  Wilson,  LLP,
independent  certified  public  accountants,   as  set  forth  in  their  report
incorporated  herein by reference,  and are incorporated herein in reliance upon
such report  given upon the  authority  of said firm as experts in auditing  and
accounting.

Indemnification of Officers and Directors

     Insofar as indemnification for 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.

                                                          [NETCOM\FS8:OCT1999]-7
                                        8
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  de-registers  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 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 $.01 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. Weed owns 106,400 shares of the Company's common stock.

Item 6.   Indemnification of Directors and Officers

     The only statute, charter provision,  bylaw, contract, or other arrangement
under which any controlling person, director or officer of registrant is insured
or indemnified in any manner against any liability which they may incur in their
capacity as such is Sections 78.7502 and 78.751 of the Nevada  Corporations Law,
the text of which is set forth below.

     Section 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

                                                          [NETCOM\FS8:OCT1999]-7
                                        9
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.

     Section 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

                                                          [NETCOM\FS8:OCT1999]-7
                                       10
(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.

Item 7.   Exemption from Registration Claimed

          Not applicable.

Item 8.   Exhibits

     (a) 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 No.      Title

         1.               Not required.
         2.               Not required.
         3.               Not required.
         4.               Not applicable.
         5.               Opinion of Richard O. Weed regarding the legality of
                          the securities registered.
         6.               Not required.
         7.               Not required.
         8.               Not required.
         9.               Not required.

                                                          [NETCOM\FS8:OCT1999]-7
                                       11
Exhibit No.      Title

         10.              A.        Consulting Agreement with J.L. Lawver
                          B.        Consulting Agreement with Richard O. Weed
                          C.        Consulting Agreement with Fred G. Luke doing
                                         business as NuVen Advisors
                          D.        Consulting Agreement with Leonard Roman
                          E.        Consulting Agreement with Jonathan L. Small
         11.              Not required.
         12.              Not required.
         13.              Not required.
         14.              Not required.
         15.              Not required.
         16.              Not required.
         17.              Not required.
         18.              Not required.
         19.              Not required.
         20.              Not required.
         21.              Not required.
         22.              Not required.
         23.              Not required.
         24.1             Consent of Richard O. Weed, 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.
         24.2             Consent of McKennon, Wilson, Morgan, LLP
         25.              Not applicable.
         26.              Not applicable.
         27.              Not applicable.
         28.              Not applicable.
         29.              Not applicable.

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.  In the event  that 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.

                                                          [NETCOM\FS8:OCT1999]-7
                                       12
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;

     (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  are  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 14e-3 under the
Securities  Exchange  Act of 1934;  and,  where  interim  financial  information
require 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.

                                                          [NETCOM\FS8:OCT1999]-7
                                       13
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 Newport  Beach,  State of California on the 2nd day of
November , 1999.

                                                     NETCOMMERCE, INC.
                                                     (Registrant)

                                                     By:/s/  Fred G. Luke
                                                        Fred G. Luke, 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/   Fred G. Luke                 Director                   November 2, 1999
      Fred G. Luke

/s/   Mark Lindberg                Director                   November 2, 1999
      Mark Lindberg

/s/   Daniel Henderson             Director                   November 2, 1999
      Daniel Henderson

                                                          [NETCOM\FS8:OCT1999]-7
                                       14
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                                                                     Numbered
  Statement                        Description                                      Page
5.                  Opinion of Counsel                                               16
10.                 A.       Consulting Agreement with J.L. Lawver(1)
                    B.       Consulting Agreement with Richard O. Weed(2)
                    C.       Consulting Agreement with Fred G. Luke doing business   19
                                as NuVen Advisors(1)
                    D.        Consulting Agreement with Leonard Roman
                    E.        Consulting Agreement with Jonathan L. Small(1)
24.1                Consent of Richard O. Weed to Use of Opinion
24.2                Consent of McKennon Morgan & Wilson LL
(1) Incorporated by reference from Form 10-KSB for year ended May 31, 1996.

     (2)  Incorporated by reference from Form S-8  registration  statement dated
December 9, 1998.

                                                           NETCOM\FS8:OCT1999]-7
                                       15
EXHIBIT 5.

                               OPINION OF COUNSEL

                               WEED & COMPANY L.P.

      4695 MacArthur Court, Suite 530, Newport Beach, California 92660-2164
                Telephone (949) 475-9086 Facsimile (949) 475-9087

WRITERS DIRECT NUMBER
      (949) 475-7730

                                November 2, 1999

Board of Directors
NetCommerce, Inc.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660

     Re:  Form S-8 Registration Statement Opinion of Counsel

Gentlemen:

     I  have  acted  as  a  special  counsel  for  NetCommerce,  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"),  relating  to the offer and sale of  2,367,442
shares of Common Stock,  $.01 par value (the "Common  Stock") to  consultants of
the Company,  in  consideration  for services  performed  and to be performed on
behalf of the  Company  under the terms and  conditions  of  certain  consulting
agreements (the "Consulting Agreements").

     As special counsel for the Company,  I have examined the Companys  articles
of incorporation,  bylaws, minute book, and certain other corporate records. For
the  purpose  of  the  opinions  expressed  below,  I  have  also  examined  the
Registration  Statement on Form S-8 to be filed with the Securities and Exchange
Commission  under the  Securities  Act of 1933, as amended,  covering the Common
Stock in this offering.

     In arriving at the  opinions set forth  below,  I have  examined and relied
upon originals or copies,  certified or otherwise identified to my satisfaction,
of corporate  records  (including the Registration  Statement with its exhibits)
provided by the officers of the Company. I have made such  investigations of law
as I have considered necessary or appropriate as a basis for my opinions.
NetCommerce, Inc.
November 2 , 1999
Page 2

     My opinions  are  qualified  in all  respects by the scope of the  document
examination  and  I  make  no   representation  as  to  the  sufficiency  of  my
investigation  for your  purpose.  I have not made any document  examination  or
rendered any other advice other than as described herein and I at all times have
assumed  and  relied  upon  the  truth  and  completeness  of  the  information,
statements and representations  which have been given by the Company to me. I do
not express any opinion with respect to the completeness,  adequacy, accuracy or
any other aspect of the financial  statements  incorporated  by reference in the
Registration Statement.

     In rendering this opinion, I have assumed,  without independently verifying
such assumptions,  and this opinion is based and conditioned upon the following:
(i)  the  genuineness  of  the  signatures  on  and  the  enforceability  of all
instruments, documents and agreements examined by me and the authenticity of all
documents  furnished for my  examination  as originals and the conformity to the
original  documents of all  documents  furnished to me as copies;  (ii) where an
executed document has been presented to me for my review, that such document has
been duly  executed on or as of the date stated and that  execution and delivery
was  duly  authorized  on the part of the  parties  thereto;  (iii)  each of the
foregoing  certificates,   instruments  and  documents  being  duly  authorized,
executed and delivered by or on behalf of all the  respective  parties  thereto,
and such  instruments  and documents being legal,  valid binding  obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the documents received from the State of Nevada;  and (vi) NetCommerce,  Inc.
will be operated in accordance  with the terms of its charter  documents and the
laws of the  State of  Nevada  and the  terms of the  instruments  or  documents
referred to above.

     Based upon the foregoing, I am of the opinion that:

     1. The  Company  has been duly  incorporated  and is validly  existing as a
corporation  in good  standing  under  the  laws of the  State  of  Nevada,  the
jurisdiction of its incorporation.

     2. The terms and provisions of the Common Stock conform to the  description
thereof  contained  in the  Registration  Statement,  and the form of the  stock
certificates  used to evidence  the Common Stock are in good and proper form and
no stockholder is entitled to preemptive rights to subscribe for or purchase any
of the Common Stock.

     3. Based upon the foregoing,  I am of the opinion that the issuance and the
sale of the shares of Common  Stock in this  offering  has been duly and validly
authorized,  and  subject  to  compliance  with the  provisions  of the  written
agreements,  the Common Stock issuable under the Consulting Agreements will duly
authorized and validly issued as fully paid and non-assessable  shares of Common
Stock.

     4. Based upon the opinion of defense counsel for the Company,  there are no
suits,  proceedings  or  actions  known to me which are  threatened  or  pending
against  the  Company in any court or before or by any  governmental  body which
might materially and adversely affect the business of the Company, its condition
(financial or otherwise),  business operations,  income,  properties or business
prospects,  except as set forth in or contemplated by the Prospectus,  or by the
Companys Annual Report on Form 10-KSB for the fiscal year ended May 31, 1998 as
filed with the Securities and Exchange Commission.

     5. 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
NetCommerce, Inc.
November 2, 1999
Page 3

     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
Common  Stock or, if  required,  it has been  obtained  and is in full force and
effect.

     I am  admitted  to  practice  in the State of  California  and the State of
Texas. I am not admitted to practice in Nevada,  the state of  incorporation  of
the Company,  or in any other  jurisdictions other than California and Texas, in
which the Company may own property or transact business.  My opinions herein are
with respect to federal law only and, to the extent my opinions are derived from
the laws of other  jurisdictions,  are based upon an examination of all relevant
authorities and the documents  referenced herein and are believed to be correct.
However,  except for pending  litigation or claims matters,  I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions.  No opinion is  expressed  upon any  conflict of law  issues.  My
opinions are qualified to the extent that enforcement of rights and remedies are
subject to bankruptcy,  insolvency, fraudulent conveyance, moratorium, and other
laws of general  application  or equitable  principles  affecting the rights and
remedies  of  creditors  and  security  holders  and  to  the  extent  that  the
availability  of the remedy of specific  performance or of injunctive  relief is
subject  to the  discretion  of the court  before  which any  proceeding  may be
brought.

     This  opinion  is  limited to  matters  existing  as of this  date,  and no
responsibility  is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.

     This opinion is  furnished by me to you as special  counsel for the Company
and it is solely for your benefit.  This opinion is not to be used,  circulated,
quoted or otherwise referred to in whole or in part for any purpose,  other than
as set forth in my written consent.

                                                       Very truly yours,

                                                       /s/  Richard O. Weed
                                                            Richard O. Weed
EXHIBIT 10. D.

                              CONSULTING AGREEMENT

     This Consulting Agreement is made this 15th day of May 1999, by and between
Leonard J. Roman, his principal offices at 4695 MacArthur Court,  Newport Beach,
California  92660,   ("Consultant")  and  Virtual  Enterprises  Inc.,  a  Nevada
corporation,  with its principal  offices at 4695  MacArthur  Court,  Suite 530,
Newport Beach, California 92660 ("Client").

     WHEREAS,   Consultant  is  a  Certified  Public  Accountant  and  has  over
twenty-eight  (28)  years  of  experience  in  accounting  and in the  audit  of
publicly-held companies; and

     WHEREAS,  Client  desires to retain the services of  Consultant to serve as
Client's Chief Financial Officer,  and to advise Client's Board of Directors and
its Audit  Committee,  and  Consultant  desires to serve Client on the terms and
conditions set forth below:

1.   Engagement

     Client agrees to engage Consultant as its Chief Financial  Officer,  and to
provide Client with advice and financial  consulting  services,  on an as-needed
basis,  effective the date hereof and continuing  through the Initial Consulting
Period (as defined below).

2.   Scope of Services to be Provided

     Consultant  hereby  accepts the  engagement on the terms and conditions set
forth in the Agreement and agrees to provide the services which shall consist of
establishing  internal  controls and  procedures  to effect  accurate and timely
preparation of financial  statements and regulatory  reports on Form 10-K,  Form
10-Q and Form 8-K, and to be the  individual  responsible  for the  preparation,
review and filing of such reports;  establishing sales and disbursement systems;
establishing  payroll  and  inventory  methods;   assisting  Client's  Board  of
Directors  in the  analysis  of  business  opportunities,  and debt  and  equity
financing proposals;  preparing and/or timely reviewing of financial projections
and preparing  budget;  preparing  capital  requirement  forecasts and corporate
finance requirements,  the coordination of Client's audit, including preparation
of audit schedules,  confirmations,  reports and responses to auditors; and, the
performance  of such  additional  duties  as  requested  by  Client's  Board  of
Directors  (collectively  referred to herein as the "Services").  Consultant may
not  assign his  duties  hereunder  unless  agreed to in  writing  with  Client.
Consultant's  failure  to  perform  the  Services  shall be  deemed a  voluntary
termination of this Agreement by Consultant pursuant to Paragraph 12 hereof.

3.   Term

     This  Agreement  shall  have an  initial  term  ending  on May 1, 2001 (the
"Initial Consulting Period");  thereafter,  this Agreement will automatically be
extended on an annual basis (the "Extension Period") unless Consultant or Client
shall  serve  written  notice  on the other  party  terminating  the  Agreement;
provided,  however,  that  Consultant  and client  shall  agree in writing as to
Consultant's  continuing  compensation.  Notice to terminate shall be in writing
and shall be  delivered  at least ten (10) days prior to the end of the  Initial
Consulting Period or any subsequent  Extension Period as provided herein. In the
event of termination  pursuant to this Paragraph 3, neither party shall have any
further  rights  or  obligations  hereunder  after  the  effective  date of such
termination,  except  that the  obligation  of Client to pay fees  earned and to
reimburse costs and expenses of Consultant  incurred prior to the effective date
of  termination  in  performance of the Services shall continue until such fees,
costs, and expenses are paid in full by Client.
4.   Time and Effort of Consultant

     Consultant  shall devote that amount of working time,  as  necessary,  on a
monthly  basis,  to  fulfilling  his  obligations  under  this  Agreement.   The
particular  amount  of time may vary  from day to day or week to week;  provided
however,  that Consultant shall allocate and be available to Client for at least
eight (8) hours per calendar month. Consultant agrees that he will at all times,
faithfully and to the best of his experience,  ability, and talents, perform all
the duties required of him under this Agreement.

5.   Compensation

     Compensation  to Consultant for the Services  provided under this Agreement
shall consist of the following:

     (A) For  Services  as  Chief  Financial  Officer.  During  the  term of the
Agreement  Consultant  shall be paid a base fee for  serving as  Client's  Chief
Financial  Officer,   and  providing  advice  regarding  general  financial  and
corporate  affairs and growth  strategy,  at the rate of Four  Thousand  Dollars
($4,000) per month,  with such fee to be paid in arrears in cash or in shares of
Client's common stock (the "Fee Shares"), at Client's sole discretion.

6.   Registration of Client's Shares

     As soon as possible  following  the date hereof,  Client will  register the
Option  Shares,  and the Fee Shares (if any) with the  Securities  and  Exchange
Commission under a Form S-8 registration statement. At Client's sole discretion,
any such shares to be issued to Consultant  may be issued prior to  registration
in reliance on  exemptions  from  registration  provided by Section  4(2) of the
Securities  Act of 1933 (the "Act"),  Regulation  D of the Act,  and  applicable
state   securities   laws.   Such   shares   shall  be  issued  in  reliance  on
representations and warranties of Consultant set forth herein.

7.   Costs and Expenses

     Unless  otherwise  agreed and approved in writing  between  Consultant  and
Client,  all third party and  out-of-pocket  expenses,  filing fees,  copy,  and
mailing expenses incurred by Consultant performing Services under this Agreement
are the  responsibility  of Consultant.  Any expenses incurred with the previous
approval of Client in carrying out the  Services set forth under this  Agreement
shall be  reimbursed  by Client  within  thirty  (30) days of written  notice by
Consultant.

8.   Place of Services

     Except as otherwise  mutually agreed by Consultant and Client, the Services
provided by Consultant  hereunder will be performed  primarily  through Client's
offices in Newport Beach, California, or such other place of business designated
by Client as its principal office.

9.   Independent Contractor

     Consultant  will act as an  independent  contractor in the  performance  of
duties under this  Agreement.  Accordingly,  Consultant  will be responsible for
payment of all federal,  state, and local taxes on compensation  paid under this
Agreement,  including income and social security taxes,  unemployment insurance,
and any other taxes or business license fees as may be required.
10.  No Agency Express or Implied

     This Agreement  neither  expressly nor impliedly  creates a relationship of
principal and agent between Consultant and Client.  Consultant is not authorized
to enter into any agreements on behalf of Client.  Client expressly  retains the
right to approve, in its sole discretion, any and all transactions introduced by
Consultant  (if any) and to make all final  decisions with respect to activities
undertaken by Consultant related to this Agreement.

11.  Nondisclosure and Nonuse of Confidential Information

     Consultant   acknowledges  that  non-public   information   concerning  the
finances, plans, strategies, and overall business operations of Client is highly
confidential  and  proprietary  to  Client  ("Confidential  Information").  This
Confidential Information includes, but is not limited to, the following:

     (A) Non-public  information related to the business  operations,  including
financial and accounting information, plans of operations, and potential mergers
or acquisitions prior to the public announcement of Client;

     (B) Customer  lists,  call lists,  and other  non-public  customer  data of
Client;

     (C) Memoranda,  notes, records,  sketches,  plans,  drawings, and any media
used to  store,  communicate,  transmit,  record,  or embody  such  Confidential
Information of Client;

     (D)  Information  treated,  marked,  or otherwise  identified  by Client as
confidential or as trade secrets.

     Consultant  acknowledges  that such Confidential  Information  represents a
legitimate,  valuable,  and  protectable  interest of Client and gives  Client a
competitive  advantage,  which  would  otherwise  be  lost  if the  Confidential
Information  was improperly  disclosed.  Consultant  further  acknowledges  that
unauthorized  or improper  disclosure or use of Confidential  Information  would
cause Client irreparable harm and injury.  Consultant  therefore agrees that, in
perpetuity or for as long as the Confidential  Information remains confidential,
he will not disclose or threaten to disclose the Confidential Information to any
person,  partnership,   company,  corporation,  or  to  any  other  business  or
governmental  organization  or agency  without  the express  written  consent of
Client, as the case may be. Consultant  further agrees not to use or threaten to
use the Confidential  Information in any way that is not specifically authorized
by, or  otherwise  contrary  to the  interests  of  Client,  as the case may be.
Consultant   agrees  that   unauthorized   disclosure  or  use  of  Confidential
Information  constitutes  misappropriation  of trade  secrets  and  confidential
information.  Consultant  further  agrees  that  all  ownership  rights  to  the
Confidential Information are held or retained by Client, as the case may be, and
that no right of ownership  shall pass to Consultant by virtue of this Agreement
or the Services provided hereunder.
12.  Termination

     (A) Termination for Disability.  If during the Initial  Consulting  Period,
Consultant  shall be unable to  provide  the  services  as set forth  under this
Agreement for twenty (20) business days because of illness,  accident,  or other
incapacity,  Client shall have the right to immediately terminate this Agreement
upon  written  notice to  Consultant  after the end of any such  20-day  period.
Termination  under this  Paragraph  12(A)  shall be  effective  upon  receipt by
Consultant of such written notice.

     (B) Death.  In the event of  Consultant's  death,  this  Agreement  and all
rights and obligations hereunder shall immediately be terminated.

     (C)  Termination  for Cause.  Client  may, at its  option,  terminate  this
Agreement  by  giving  written  notice  of  termination  to  Consultant  without
prejudice to any other remedy to which the Client may be entitled either at law,
in equity, or under this Agreement, if Consultant:

     (i) Willfully  breaches or neglects the duties,  or fails to timely provide
the Services as required under the terms of this Agreement;

     (ii) Fails to promptly comply with and carry out the directives of Client's
Board of Directors;

     (iii)  Commits any  dishonest or unlawful  act, in the judgment of Client's
Board of Directors;

     (iv)  Engages in any conduct  which  disrupts the business of Client or any
entity affiliated with Client;

     (v) Fails to produce work product which,  in the judgment of Client's Board
of  Directors,  is necessary for Client to comply with requests from auditors or
Consultant's successor, or to timely file reports required of it.

     (vi) Is found to have  engaged in conduct,  prior to or  subsequent  to the
date hereof, that may preclude Client from obtaining any local, state or federal
regulatory  approval of Client's intent, or application for a license, to own an
interest in or to operate any regulated business.

     (D)  Termination  Other  Than For Cause.  This  Agreement  shall  terminate
immediately on the occurrence of any one of the following events:

     (i) The occurrence of  circumstances,  in the judgment of Client's Board of
Directors, that make it impracticable for Client to continue its present line of
business;

     (ii) The decision of and upon notice by Consultant to voluntarily terminate
this Agreement;

     (iii) The loss by Consultant of legal capacity;

     (iv) If  either  party  files a  petition  in a court of  bankruptcy  or is
adjudicated a bankrupt;
(v) If either party institutes, or has instituted against it any bankruptcy
proceeding  for  reorganization  for  rearrangement  of  the  party's  financial
affairs;

     (vi) If either  party has a  receiver  of the  party's  assets or  property
appointed because of insolvency;

     (vii) If  either  party  makes a  general  assignment  for the  benefit  of
creditors; or

     (viii) If either  party  otherwise  becomes  insolvent  or unable to timely
satisfy all obligations in the ordinary course of business.

     (E) Effect of Termination on Compensation.  In the event of the termination
of this  Agreement  Other Than for Cause prior to the  expiration of the Initial
Consulting Period,  Consultant shall be entitled to the compensation earned, and
to exercise by appropriate payment therefore the Option Shares exercisable prior
to the date of termination as provided for in this Agreement.  Consultant  shall
be entitled to no further compensation after the date of termination.

13.  Representations and Warranties of Client

     Client represents and warrants to Consultant that:

     (A) Corporate  Existence.  Client is a corporation duly organized,  validly
existing,  and in good  standing  under  the laws of the State of  Nevada,  with
corporate  power to own  property  and carry on its  business as it is now being
conducted.

     (B)  Financial  Information.  Client  has or  will  cause  to be  delivered
concurrently  with the  execution of this  Agreement,  copies of the  Disclosure
Documents  (as defined in Paragraph  14(D)(1))  which  accurately  set forth the
financial condition of Client as of the respective dates of such documents.

     (C) Capitalization. The capitalization of Client is, as of the date hereof,
comprised of Fifty  Million  (50,000,000)  shares of  authorized  $.01 par value
common  stock of which no more than  Sixteen  Million  (16,000,000)  shares  are
issued and  outstanding.  Additionally,  there  currently  are Six Hundred Sixty
Eight  Thousand  (668,000)  Warrants to purchase  common  stock.  All issued and
outstanding shares are legally issued,  fully paid, and  nonassessable,  and are
not issued in violation of the preemptive or other right of any person.

     (D) No Conflict.  This  Agreement  has been duly executed by Client and the
execution and  performance of this  Agreement  will not violate,  or result in a
breach of, or  constitute  a default  in any  agreement,  instrument,  judgment,
decree or order to which  Client is a party or to which  Client is subject,  nor
will such  execution and  performance  constitute a violation or conflict of any
fiduciary duty to which Client is subject.
(E)  Full  Disclosure.   The  information  concerning  Client  provided  to
Consultant  pursuant to this Agreement is, to the best of Client's knowledge and
belief,  complete and accurate in all material respects and does not contain any
untrue statement of a material fact or omit to state a material fact required to
make the statements  made, in light of the  circumstances  under which they were
made, not misleading.

     (F) Date of Representations and Warranties. Each of the representations and
warranties  of Client set forth in this  Agreement is true and correct at and as
of the date of execution of this Agreement.

14.  Representations and Warranties of Consultant

     Consultant represents and warrants to Client that:

     (A) Prior  Experience.  Consultant has extensive  experience in the area of
auditing  publicly-held  companies and the preparation of financial  statements,
establishment  of internal  control  procedures,  tax planning,  debt and equity
financing, budgeting and capital requirement analysis.

     (B) No Conflict.  This  Agreement has been duly executed by Consultant  and
the execution and performance of this Agreement will not violate, or result in a
breach of, or  constitute  a default  in any  agreement,  instrument,  judgment,
decree  or order  to which  Consultant  is a party  or to  which  Consultant  is
subject,  nor will such  execution  and  performance  constitute  a violation or
conflict of any fiduciary duty to which Consultant is subject.

     (C) No  Litigation.  Consultant is not a defendant,  nor plaintiff  against
whom a counterclaim has been asserted, in any litigation, pending or threatened,
nor has any material  claim been made or asserted  against  Consultant,  nor are
there  any   proceedings   threatened  or  pending  before  any  U.S.  or  other
territorial,  federal, state or municipal government, or any department,  board,
body or agency  thereof,  involving  as of the date  hereof,  that may entitle a
successful litigant to a claim against any assets of Consultant, or interfere in
any way with the duties of Consultant hereunder.

     (D)  Registration   and/or   Exemption  of  Client's   Shares.   Consultant
understands  and  acknowledges  that the Option Shares issued and any Fee Shares
issued  pursuant to this Agreement  prior to  registration  will be so issued in
reliance  on the  exemptions  from  registration  provided  by  Section  4(2) or
Regulation D of the Act and applicable state  securities  laws.  Representations
and  warranties by Consultant in this  Paragraph will be used and relied upon by
Client  to  determine  whether  any  issuance  of  such  shares  may be  made to
Consultant pursuant hereto, and Consultant will notify Client immediately of any
material changes to the representations made herein. In this regard,  Consultant
represents and warrants that:

     (1)  Consultant  has been  furnished  with a copy of  Client's  most recent
Annual  Report on Form 10-KSB and 10-K and all reports or documents  required to
be filed under Sections 13(a),  14(a),  and 15(d) of the Securities and Exchange
Act of 1934 ("Exchange Act"),  including but not limited to quarterly reports on
Form  10-QSB or 10-Q,  Current  Reports on Form 8-K,  and Proxy  Statement  (the
"Disclosure  Documents").  In addition,  Consultant  has been  furnished  with a
description of Client's  capital  structure and any material changes in Client's
financial  condition  that  may  not  have  been  disclosed  in  the  Disclosure
Documents.
(2) Consultant has had the opportunity to ask questions and receive answers
concerning the terms and conditions of Client's  shares to be issued pursuant to
this Agreement,  and to obtain any additional information which Client possesses
or can acquire without  unreasonable  effort or expense  necessary to verify the
accuracy of information furnished under this Paragraph.

     (3) By reason of  Consultant's  knowledge  and  experience in financial and
business  matters in general,  and  investments  in  particular,  Consultant  is
capable of evaluating  the merits and risks of this  transaction  and in bearing
the economic risks of an investment in Client's  shares,  and Client in general,
and  fully  understand  the  speculative  nature  of  such  securities  and  the
possibility of such loss.

     (4)  Consultant  is fully  aware  that any of  Client's  shares  issued  to
Consultant  pursuant to this Agreement prior to registration will be "Restricted
Securities"  as  defined  by Rule 144 of the Act,  and that any  resale  of such
shares by Consultant may be governed by Rule 144.

     (6)  Consultant  will not sell,  transfer  or  otherwise  dispose of any of
Client's shares issued  pursuant to this Agreement prior to registration  except
in compliance with the Act.

     (7) Any and all  certificates  representing  any of Client's  shares issued
pursuant to this Agreement issued prior to registration of such shares,  and any
and all securities issued in replacement thereof or in exchange therefore, shall
bear the following legend:

     "The shares  represented by this certificate have not been registered under
the Securities Act of 1933 (the "Act") and are  "restricted  securities" as that
term is  defined in Rule 144 under the Act.  The  shares may not be offered  for
sale,   sold,  or  otherwise   transferred   except  pursuant  to  an  effective
Registration   Statement  under  the  Act  or  pursuant  to  an  exemption  from
registration  under the Act, the  availability  of which is to be established to
the satisfaction of the Company."

     (E)  Full  Disclosure.  Consultant's  resume,  and  all  other  information
concerning  Consultant  provided to Client pursuant to this Agreement is, to the
best of Consultant's knowledge and belief, complete and accurate in all material
respects and does not contain any untrue statement of a material fact or omit to
state a material  fact  required to make the  statements  made,  in light of the
circumstances under which they were made, not misleading.

     (F) Non-Compete and Related Agreements.

     Consultant  agrees  that  during  the  Non-competition  Period  (as  herein
defined), unless otherwise agreed with Client in writing, he will not:

     (i) directly or indirectly own, manage,  control,  participate in, lend his
name to, act as  consultant  or advisor  to, or render  services to (alone or in
association  with  any  other  person,  firm,   corporation  or  other  business
organization) any person or entity engaged in any business similar to or related
in any way to the business  conducted by Client  anywhere within the continental
United States,
(ii) have any interest  directly or indirectly  in any business  engaged in
any  business  similar  to or related in any way to the  business  conducted  by
Client (provided that nothing herein will prevent  Consultant from owning in the
aggregate not more than five percent (5%) of the outstanding  stock of any class
of a corporation  engaged in the business which is publicly  traded,  so long as
Consultant has not participated in the management or conduct of business of such
corporation),

     (iii) induce or attempt to induce any other employee of the Client to leave
the employ of the Client or its  affiliates,  or in any way  interfere  with the
relationship  between  the  Client  and any  other  employee  of  Client  or its
affiliates, or

     (iv)  induce or  attempt  to induce  any  customer,  supplier,  franchisee,
licensee,  or other  business  relation of Client or any  affiliate of Client to
cease doing  business with the Client or any affiliate of Client,  or in any way
interfere  with the  relationship  between  any  customer,  franchisee  or other
business  relation  and Client or any  affiliate  of Client,  without  the prior
written consent of Client's Board of Directors.

     For purposes of this  Agreement,  "Non-competition  Period"  shall mean the
period commencing as of the date hereof and ending on the second  anniversary of
the date on which  Consultant  shall not be engaged by Client;  provided that in
the event  Consultant's  engagement  hereunder is  terminated  by Client for any
reason  other  than  Cause or other  than as  provided  in  Paragraph  12 above,
"Non-competition  Period" shall mean the period commencing as of the date hereof
and ending on the second anniversary date of the termination hereof.

     (ii) If, at the time of  enforcement  of any  provisions  of  Paragraph  12
above,  a court of competent  jurisdiction  holds that the  restrictions  stated
therein are unreasonable under  circumstances then existing,  the parties hereto
agree that the maximum period or scope reasonable under such  circumstances will
be substituted for the stated period or scope.

     (iii) Consultant  agrees that the covenants made in this Paragraph shall be
construed as an agreement  independent of any other provision of this Agreement,
and shall  survive the  termination  of this  Agreement  for a period of two (2)
years.

     (G) Soliciting  Customers After Termination of Agreement.  Consultant shall
not for a period two (2) years  immediately  following  the  termination  of his
engagement with Client, either directly or indirectly:

     (i) make known to any person, firm or corporation the names or addresses of
any of the customers of Client or any other information pertaining to them; or,
(ii) call on, solicit,  or take away, attempt to call on, solicit,  to take
away any of the  customers  of  Client on whom the  Consultant  called or became
acquainted with during its engagement with Client,  either for itself or for any
other person, firm or corporation.

     (H) Date of Representations and Warranties. Each of the representations and
warranties of Consultant  set forth in this Agreement is true and correct at and
as of the date of execution of this Agreement.

15.  Indemnification

     Client  and  Consultant  agree to  indemnify,  defend  and hold each  other
harmless  from and  against  all  demands,  claims,  actions,  losses,  damages,
liabilities,  costs  and  expenses,  including  without  limitation,   interest,
penalties  and  attorneys'  fees and  expenses  asserted  against  or imposed or
incurred  by  either  party by  reason  of or  resulting  from a  breach  of any
representation,  warranty, covenant,  condition, or agreement of the other party
to this Agreement.

16.  Agreement Does not Contemplate Corrupt Practice - Domestic or Foreign

     Any and all  payments  under this  Agreement  constitute  compensation  for
services  performed  and  this  Agreement  and all  payments  and the use of the
payments by Consultant,  do not and shall not constitute an offer,  payment,  or
promise  or  authorization  of payment  of any money or gift to an  official  or
political party of, or candidate for political office in any jurisdiction within
or outside the United  States.  These  payments may not be used to influence any
act or decision of an official,  party or candidate to use his/her/its influence
with a  government  to  assist  Client in  obtaining,  retaining,  or  directing
business to Client,  or any person or other  corporate  entity.  As used in this
paragraph, the term "official" means any officer or employee of a government, or
any person  acting in an official  capacity for or on behalf of any  government;
the term "government"  includes any department,  agency, or instrumentality of a
government.

17.  Inside Information - Securities Laws Violations

     In the course of the performance of his duties, Consultant may become aware
of information which may be considered "inside  information"  within the meaning
of the Federal Securities Laws, Rules and Regulations.  Consultant  acknowledges
that his use of such  information to purchase or sell  securities of Client,  or
its affiliates,  or to transmit such  information to any other party with a view
to buy, sell or otherwise  deal in the securities of Client or its affiliates is
prohibited  by  law  and  would  constitute  a  breach  of  this  Agreement  and
notwithstanding  the provisions of this Agreement,  will result in the immediate
termination of the Agreement.

18.  Exclusive Services

     Consultant agrees that the Services to be provided  hereunder are exclusive
and, accordingly,  Consultant shall not render services of the same nature or of
a similar  nature to any other  individual  or  entity  during  the term  hereof
without the written  consent of Client;  provided that, if Consultant  wishes to
consult to or provide  services to any other party,  Consultant may  voluntarily
terminate  this  Agreement at any time pursuant and subject to the provisions of
Paragraph 12 hereof. On the other hand,  Consultant  understands and agrees that
Client shall not be prevented or barred from retaining other persons or entities
to  provide  services  of the  same or  similar  nature  as  those  provided  by
Consultant.
19.  Specific Performance

     Consultant  and  Client  acknowledge  that in the event of a breach of this
Agreement  by  either  party,   money  damages  would  be  inadequate   and  the
non-breaching  party would have no adequate remedy at law.  Accordingly,  in the
event of any  controversy  concerning  the  rights  or  obligations  under  this
Agreement,  such rights or obligations shall be enforceable in a court of equity
by a decree of specific performance.  Such remedy,  however, shall be cumulative
and  non-exclusive  and shall be in  addition  to any other  remedy to which the
parties may be entitled.

20.  Miscellaneous

     (A) Subsequent Events. Consultant and Client each agree to notify the other
party  if,  subsequent  to the  date  of this  Agreement,  either  party  incurs
obligations  which could  compromise  their efforts and  obligations  under this
Agreement.

     (B) Amendment. This Agreement may be amended or modified at any time and in
any manner only by an instrument in writing executed by the parties hereto.

     (C) Further Actions and Assurances. At any time and from time to time, each
party  agrees,  at its or their  expense,  to take  actions  and to execute  and
deliver  documents a may be reasonably  necessary to effectuate  the purposes of
this Agreement.

     (D) Waiver.  Any failure of any party to this  Agreement to comply with any
of its obligations, agreements, or conditions hereunder may be waived in writing
by the party to whom such  compliance is owed.  The failure of any party to this
Agreement to enforce at any time any of the provisions of this  Agreement  shall
in no way be construed  to be a waiver of any such  provision or a waiver of the
right of such party  thereafter  to enforce  each and every such  provision.  No
waiver of any breach of or  non-compliance  with this Agreement shall be held to
be a waiver of any other or subsequent breach or non-compliance.

     (E) Assignment. Neither this Agreement nor any right created by it shall be
assignable by Consultant without the prior written consent of Client.

     (F)  Notices.  Any notice or other  communication  required or permitted by
this  Agreement must be in writing and shall be deemed to be properly given when
delivered  in person to an officer of the other  party,  when  deposited  in the
United States mails for  transmittal  by certified or registered  mail,  postage
prepaid,  or when deposited with a public telegraph company for transmittal,  or
when  sent  by  facsimile  transmission  charges  prepared,  provided  that  the
communication is addressed:

     (1) In the case of Client:

     Virtual  Enterprises  Inc.
     4695 MacArthur  Court,  Suite 530
     Newport Beach, California 92660
     Telephone: (714) 475-6755
     Telefax: (714) 833-7854
(2)  In the case of Consultant:

          Leonard J. Roman
          4695 MacArthur Court, Suite 530
          Newport Beach, California 92660
          Telephone: (714) 833-2094
          Telefax: (714) 645-7610

     or to such other person or address  designated  by Client or  Consultant to
receive notice.

     (G) Headings. The paragraph and subparagraph headings in this agreement are
inserted  for  convenience  only and shall not affect in any way the  meaning or
interpretation of this Agreement.

     (H) 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.

     (I) Governing Law. This  Agreement was  negotiated and is being  contracted
for in the State of  California,  and shall be governed by the laws of the State
of California, notwithstanding any conflict-of-law provision to the contrary.

     (J) Binding Effect. This Agreement shall be binding upon the parties hereto
and inure to the benefit of the parties, their respective heirs, administrators,
executors, successors, and assigns.

     (K) Entire Agreement.  This Agreement contains the entire agreement between
the parties hereto and supersedes any and all prior agreements, arrangements, or
understandings  between  the  parties  relating  to the  subject  matter of this
Agreement. No oral understandings, statements, promises, or inducements contrary
to the terms of this Agreement exist. No representations, warranties, covenants,
or  conditions,  express or implied,  other than as set forth herein,  have been
made by any party.

     (L)  Severability.   If  any  part  of  this  Agreement  is  deemed  to  be
unenforceable  the  balance  of the  Agreement  shall  remain in full  force and
effect.

     (M) Facsimile Counterparts. A facsimile, telecopy, or other reproduction of
this  Agreement may be executed by one or more parties  hereto and such executed
copy  may  be  delivered  by  facsimile  of  similar  instantaneous   electronic
transmission  device  pursuant  to which the  signature  of or on behalf of such
party can be seen, and such  execution and delivery  shall be considered  valid,
binding and effective for all purposes.  At the request of any party hereto, all
parties agree to execute an original of this Agreement as well as any facsimile,
telecopy or other reproduction hereof.

     (N)  Termination of Any Prior  Agreements.  Effective the date hereof,  all
prior  rights of  Consultant  relating  to the accrual or payment of any form of
compensation or other benefits from Client based upon any agreements  other than
this Agreement,  whether written or oral, entered into prior to the date hereof,
are hereby terminated.

     (O)  Consolidation  or Merger.  Subject to the  provisions  of Paragraph 12
hereof,  in the event of a sale of the stock, or substantially all of the stock,
of Client, or consolidation or merger of Client with or into another corporation
or entity, or the sale of substantially all of the operating
assets of the Client to another corporation,  entity or individual,  Client
may   assign  its  rights  and   obligations   under  this   Agreement   to  its
successor-in-interest  and such  successor-in-interest  shall be  deemed to have
acquired all rights and assumed all obligations of Client  hereunder;  provided,
however,  that in no event shall the duties and services of Consultant  provided
for  in  Paragraph  2  hereof,  or the  responsibilities,  authority  or  powers
commensurate therewith,  change in any material respect as a result of such sale
of stock, consolidation, merger or sale of assets.

     (P) Time is of the Essence. Time is of the essence of this Agreement and of
each and every provision hereof.

     IN WITNESS  WHEREOF,  the parties have executed this  Agreement on the date
above written.

                                                "Consultant"
                                                Leonard J. Roman

                                                 /s/  Leonard J. Roman
                                                Name: Leonard J. Roman
                                                Title:   Consultant

                                                "Client"
                                                Virtual Enterprises Inc.
                                                a Nevada corporation

                                                By: /s/ Fred G. Luke
                                                Name: Fred G. Luke
                                                Title:   Chairman and President
EXHIBIT 24.1

                  CONSENT OF RICHARD O. WEED TO USE OF OPINION

                              WEED & COMPANY, L.P.

      4695 MacArthur Court, Suite 530, Newport Beach, California 92660-2164
                Telephone (949) 475-9086 Facsimile (949) 475-9087

WRITERS DIRECT NUMBER
   (949) 475-7730

                               November 2 , 1999

Board of Directors
NetCommerce, Inc.
4695 MacArthur Court, Suite 530
Newport Beach, CA 92660

     Re: Form S-8

Gentlemen:

     I hereby consent to the filing of my opinion dated even date herewith as an
Exhibit to the November 2, 1999 Form S-8  Registration  Statement to be filed by
NetCommerce, Inc.

     I further  consent to the  reference to me and my opinion under the caption
"Legal Opinion and Experts" in the Prospectus.

                                                     Very truly yours,

                                                     /s/ Richard O. Weed
                                                         Richard O. Weed
EXHIBIT 24.2

                    CONSENT OF McKENNON MORGAN & WILSON, LLP

                         CONSENT OF INDEPENDENT AUDITORS

     We hereby consent to the  incorporation  by reference in this  Registration
Statement of NetCommerce,  Inc., formerly Virtual Enterprises, Inc., on Form S-8
of our report  dated August 19,  1999,  appearing  in the Annual  Report on Form
10-KSB of NetCommerce, Inc. for the year ended May 31, 1999 and to the reference
to us  under  the  heading  "Experts"  in the  Prospectus  which is part of this
Registration Statement.

                                          /s/      McKennon Morgan & Wilson, LLP

Irvine, California
November 2 , 1999

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