EXHIBIT 10.34

                             SUMMARY OF THE OFFERING


1.   SECURITIES BEING OFFERED.

From  $400,000  to  [$________]  worth of shares of common  stock in 5G Wireless
Communications,  Inc., a Nevada  corporation  ("Company") are being offered at a
price equal to the average closing bid price on the five preceding  trading days
prior to the acceptance of the attached  subscription  agreement by the Company,
discounted  by 25%.  A sales  commission  of 10% of the  gross  proceeds  to the
offering will be paid to May Davis Group, Inc., a registered broker/dealer.


2.   USE OF PROCEEDS.

                                                           Amount to be
Description                                                be allocated
------------------------------------------------------------------------
Sales commissions                                                40,000
Working capital                                                 360,000
========================================================================
Total amount of funds used                                     $400,000
(assuming $400,000 invested)

3.   MATERIAL CHANGES IN THE COMPANY'S AFFAIRS NOT DISCLOSED IN THE LATEST FORM
10-KSB AND FORM 10-QSB.

     None.


<PAGE>

THE SECURITIES  OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS AND ARE BEING OFFERED AND SOLD
IN RELIANCE ON EXEMPTIONS FROM THE  REGISTRATION  REQUIREMENTS OF SUCH LAWS. THE
SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT
BE  TRANSFERRED  OR RESOLD  EXCEPT AS  PERMITTED  UNDER  SUCH LAWS  PURSUANT  TO
REGISTRATION OR AN EXEMPTION THEREFROM. THE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES  AND EXCHANGE  COMMISSION OR ANY OTHER  REGULATORY
AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE
MERITS OF THIS  OFFERING OR THE ACCURACY OR ADEQUACY OF THE OFFERING  MATERIALS.
ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

                             SUBSCRIPTION AGREEMENT

To:  5G WIRELESS COMMUNICATIONS, INC.

      This subscription agreement ("Subscription  Agreement") is made between 5G
Wireless  Communications,  Inc.,  a  Nevada  corporation,  ("Company"),  and the
undersigned  prospective  purchaser  ("Purchaser") who is subscribing hereby for
shares of the Company's  common stock,  one tenth of one cent ($0.001) par value
("Shares"). This subscription is submitted to you in accordance with and subject
to the terms and conditions described in this Subscription  Agreement,  together
with any Exhibits thereto, relating to an offering (the "Offering") of from Four
Hundred Thousand  Dollars  ($400,000) to up to ________ Hundred Thousand Dollars
($________) worth of the Shares. The Offering is limited to accredited investors
and is made in accordance  with the exemptions  from  registration  provided for
under  Section  4(2) of the 1933 Act and Rule 506 of  Regulation  D  promulgated
under the 1933 Act ("Regulation D").

1.    SUBSCRIPTION.

      a.    The  Purchaser  hereby  irrevocably  subscribes  for and  agrees  to
purchase  that  amount of the  Shares as stated on the  signature  page upon the
terms set forth in this Subscription Agreement. The Shares shall be purchased at
a price equal to the average closing bid price on the five (5) preceding trading
days prior to the  acceptance  of this  Agreement by the Company,  discounted by
twenty-five  percent (25%).  The closing shall be deemed to have occurred on the
date funds,  less sales  commissions,  are received by the Company (the "Closing
Date").  Funds shall be disbursed from escrow as follows:  net proceeds shall be
disbursed  from  escrow  upon the  execution  and  delivery  of all  Transaction
Documents,  including  the  Escrow  Agreement.  Delivery  may  be  made  of  the
Transaction  Documents  (as  defined  below) by  e-mail,  and  execution  may be
evidenced by faxed  signature  pages.  "Transaction  Documents"  shall mean this
Subscription  Agreement,  the Escrow  Agreement  and all  exhibits to any of the
aforementioned documents.

(b)   Upon receipt by the Company of the requisite payment for the Shares being
purchased,  the Shares so purchased will be forwarded by the Escrow Agent to the
Purchaser or its broker,  as listed on the signature  page, and the name of such
Purchaser  shall be registered on the share transfer books of the Company as the


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<PAGE>

record owner of such Shares. The Escrow Agent shall not be liable for any action
taken or omitted by him in good faith and in no event shall the Escrow  Agent be
liable or  responsible  except for the Escrow  Agent's own gross  negligence  or
willful  misconduct.  The Escrow Agent has made no representations or warranties
in connection with this transaction and has not been involved in the negotiation
of the terms of this Agreement or any matters  relative thereto (except that the
Escrow Agent is counsel for the Company).  The Company and Purchaser  each agree
to  indemnify  and hold  harmless  the Escrow Agent from and with respect to any
suits, claims, actions or liabilities arising in any way out of this transaction
including  the  obligation  to defend any legal action  brought which in any way
arises out of or is related to this Agreement.

2.    REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.

     The  Purchaser  hereby  represents  and warrants  to, and agrees with,  the
Company as follows:

     a.   The Purchaser has been  furnished  with,  and has carefully  read this
Agreement  and the attached  Exhibits AND is familiar with and  understands  the
terms of the  Offering.  With respect to tax and other  economic  considerations
involved in his  investment,  the  Purchaser is not relying on the Company.  The
Purchaser has carefully considered and has, to the extent the Purchaser believes
such discussion  necessary,  discussed with the Purchaser's  professional legal,
tax,  accounting and financial  advisors the suitability of an investment in the
Company,  by  purchasing  the Shares,  for the  Purchaser's  particular  tax and
financial  situation and has determined  that the  investment  being made by the
Purchaser is a suitable investment for the Purchaser.

      b.    The Purchaser  acknowledges that all documents,  records,  and books
pertaining to this  investment  which the Purchaser has requested have been made
available for inspection or the Purchaser has had access  thereto.  Purchase has
been informed of a separate and different  financing the Company has undertaken,
involving the sale of convertible  promissory notes, and Purchaser elects not to
participate in such financing and to purchase the Shares hereunder instead.

      c.    The Purchaser has had a reasonable  opportunity  to ask questions of
and  receive  answers  from a person or persons  acting on behalf of the Company
concerning the Offering and if such  opportunity  was taken,  all such questions
have been answered to the full satisfaction of the Purchaser.

      d.    The Purchaser  will not sell the Shares without  registration  under
the 1933 Act or applicable state securities laws or compliance with an exemption
there from. The Shares have not been registered  under the 1933 Act or under the
securities  laws of any state.  The Purchaser  represents  that the Purchaser is
purchasing the Shares for the  Purchaser's  own account,  for investment and not
with a view to resale or distribution. The Purchaser has not offered or sold any
portion of the Shares  being  acquired nor does the  Purchaser  have any present
intention  of dividing  the Shares with  others or of selling,  distributing  or
otherwise  disposing of any portion of the Shares either  currently or after the
passage  of a fixed or  determinable  period of time or upon the  occurrence  or
non-occurrence  of any predetermined  event or circumstance.  The Company has no
obligation  to  register  the Shares and the shares of common  stock that may be
issued in lieu of cash dividends.


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<PAGE>

      e.    The Purchaser  recognizes  that an investment in the Shares involves
substantial  risks,  including  loss of the  entire  amount of such  investment.
Purchaser also  recognizes  that there is presently an extremely  limited public
trading market for the Company's  securities.  Purchaser  understands and agrees
that there can be no  assurance  that this  public  market for  trading  Company
securities ever will become more liquid nor can there be any assurance that such
public trading market for Company securities will continue to exist at all.

      f.    The Purchaser  acknowledges  that each certificate  representing the
Shares or in payment of  dividends  on the Shares  shall be stamped or otherwise
imprinted with a legend substantially in the following form:

      THE SECURITIES  EVIDENCED BY THIS  CERTIFICATE MAY NOT BE OFFERED OR SOLD,
      TRANSFERRED,  PLEDGED,  HYPOTHECATED  OR OTHERWISE  DISPOSED OF EXCEPT (i)
      PURSUANT TO AN EFFECTIVE  REGISTRATION  STATEMENT UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED, (ii) TO THE EXTENT THEN APPLICABLE,  PURSUANT TO RULE
      144 UNDER THE ACT (OR ANY  SIMILAR  RULE  UNDER SUCH ACT  RELATING  TO THE
      DISPOSITION OF  SECURITIES),  OR (iii) PURSUANT TO AN AVAILABLE  EXEMPTION
      FROM REGISTRATION UNDER SUCH ACT.

      g.    The Purchaser  acknowledges and agrees that it shall not be entitled
to seek any remedies  with respect to the Offering from any party other than the
Company.

      h.    If this  Subscription  Agreement is executed and delivered on behalf
of a corporation or  partnership:  (i) such  corporation or partnership  has the
full  legal  right and power and all  authority  and  approval  required  (a) to
execute and deliver,  or authorize  execution and delivery of, this Subscription
Agreement  and  all  other  instruments  (including,   without  limitation,  the
Registration  Rights  Agreement)  executed and delivered by or on behalf of such
corporation  in  connection  with the purchase of the Shares and (b) to purchase
and hold the Shares;  and (ii) the  signature of the party  signing on behalf of
such corporation or partnership is binding upon such corporation.

      i.    The Purchaser is not  subscribing  for the Shares as a result of, or
pursuant to, any advertisement, article, notice or other communication published
in any  newspaper,  magazine or similar  media or broadcast  over  television or
radio or presented at any seminar or meeting.

      j.    The  Purchaser  is  purchasing  the Shares for its own  account  for
investment,  and not with a view  toward  the  resale or  distribution  thereof,
except pursuant to sales registered or exempted from registration under the 1933
Act; provided,  however,  that by making the representations  herein,  Purchaser
does not agree to hold any of the Shares for any minimum or other  specific term
and reserves the right to dispose of the Shares at any time in  accordance  with
or pursuant to a  registration  statement  or an  exemption  under the 1933 Act.
Purchaser is neither an underwriter  of, nor a dealer in, the Shares or upon the
payment of dividends  thereon and is not  participating  in the  distribution or
resale of the Shares.

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<PAGE>

      k.    The Purchaser is an "accredited investor" as defined in Regulation D
and as evidenced by the Offeree Questionnaire attached as Exhibit A as completed
by the Purchaser.  In addition,  the Purchaser has such knowledge and experience
in financial,  tax and business matters so as to enable the Purchaser to utilize
the information  made available to the Purchaser in connection with the Offering
to evaluate the merits and risks of an  investment  in the Shares and to make an
informed investment decision with respect thereto.

3.    REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

      Except  as set  forth  in  the  Schedules  attached  hereto,  the  Company
represents and warrants to the Purchaser that:

      a.    ORGANIZATION AND  QUALIFICATION.  The Company and its "Subsidiaries"
(which for purposes of this Subscription Agreement means any entity in which the
Company,  directly  or  indirectly,  owns  capital  stock or holds an  equity or
similar  interest) (a complete list of which is set forth in Schedule  3(a)) are
corporations duly organized and validly existing in good standing under the laws
of the respective  jurisdictions of their incorporation,  and have the requisite
corporate power and  authorization to own their properties and to carry on their
business as now being  conducted.  Each of the Company and its  Subsidiaries  is
duly  qualified as a foreign  corporation to do business and is in good standing
in every  jurisdiction  in which its  ownership of property or the nature of the
business  conducted  by it makes  such  qualification  necessary,  except to the
extent that the failure to be so qualified or be in good standing would not have
a Material Adverse Effect.  As used in this  Subscription  Agreement,  "Material
Adverse Effect" means any material  adverse effect on the business,  properties,
assets, operations,  results of operations,  financial condition or prospects of
the  Company  and  its  Subsidiaries,  if  any,  taken  as a  whole,  or on  the
transactions contemplated hereby.

      b.    AUTHORIZATION;  ENFORCEMENT;  COMPLIANCE WITH OTHER INSTRUMENTS. (i)
The Company has the  requisite  corporate  power and authority to enter into and
perform this  Agreement,  and to issue the Shares in  accordance  with the terms
hereof, (ii) the execution and delivery of this Agreement by the Company and the
consummation  by  it  of  the  transactions  contemplated  hereby  and  thereby,
including  without  limitation the  reservation for issuance and the issuance of
the Shares pursuant to this Agreement,  have been duly and validly authorized by
the Company's  Board of Directors  and no further  consent or  authorization  is
required by the Company, its Board of Directors, or its shareholders, (iii) this
Agreement has been duly and validly  executed and delivered by the Company,  and
(iv) the this  Agreement  constitutes  the valid and binding  obligation  of the
Company  enforceable against the Company in accordance with its terms, except as
such enforceability may be limited by general principles of equity or applicable
bankruptcy, insolvency, reorganization,  moratorium, liquidation or similar laws
relating to, or affecting  generally,  the enforcement of creditors'  rights and
remedies.


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<PAGE>

      c.    CAPITALIZATION.  As of the date hereof, the authorized capital stock
of the Company  consists of (i) Eight Hundred  Million  (800,000,000)  shares of
Common  Stock,  of which as of the date hereof  approximately  Two Hundred Fifty
Million (250,000,000) shares are issued and outstanding. All of such outstanding
shares have been, or upon issuance  will be,  validly  issued and are fully paid
and  nonassessable.  The Company has  committed  to present  employees  to issue
options to purchase approximately ________ shares of Common Stock and has issued
notes and warrants  presently  convertible into up to a maximum of approximately
_______ shares of Common Stock.  The Company has furnished to the Purchaser,  or
the  Purchaser has had access  through EDGAR to, true and correct  copies of the
Company's Articles of Incorporation,  as in effect on the date hereof ("Articles
Of  Incorporation"),  and the Company's By-laws, as in effect on the date hereof
("By-Laws"), and the terms of all securities convertible into or exercisable for
Common Stock and the material rights of the holders thereof in respect thereto.

      d.    ISSUANCE OF SHARES. A sufficient  number of Shares issuable pursuant
to this  Subscription  Agreement,  has been duly  authorized  and  reserved  for
issuance  pursuant to this Subscription  Agreement.  Upon issuance in accordance
with this Subscription Agreement,  the Shares will be validly issued, fully paid
and nonassessable and free from all taxes, liens and charges with respect to the
issue  thereof.  In the event the Company  cannot issue a  sufficient  number of
shares of Common  Stock,  due to the remaining  number of  authorized  shares of
Common  Stock  being  insufficient,  the  Company  will use its best  efforts to
increase the number of its authorized shares as soon as reasonably practicable.

      e.    NO  CONFLICTS.  The  execution,  delivery  and  performance  of  the
Transaction  Documents by the Company and the consummation by the Company of the
transactions  contemplated  hereby and thereby will not result in a violation of
the Articles of Incorporation, any Certificate of Designations,  Preferences and
Rights  of any  outstanding  series of  preferred  stock of the  Company  or the
By-laws.

      f.    SEC  DOCUMENTS;  FINANCIAL  STATEMENTS.  Since January 1, 2003,  the
Company has filed all reports,  schedules, forms, statements and other documents
required to be filed by it with the Securities and Exchange  Commission  ("SEC")
pursuant to the reporting  requirements  of the  Securities  and Exchange Act of
1934 ("1934 Act") (all of the  foregoing  filed prior to the date hereof and all
exhibits  included  therein and financial  statements and schedules  thereto and
documents incorporated by reference therein being hereinafter referred to as the
"SEC   Documents").   The  Company  has   delivered  to  the  Purchaser  or  its
representatives,  or they have had access  through  EDGAR,  to true and complete
copies of the SEC  Documents.  No other  written  information  provided by or on
behalf  of the  Company  to the  Purchaser  which  is not  included  in the  SEC
Documents,  including,  without limitation,  information  referred to in Section
3(d) of this Subscription Agreement, contains any untrue statement of a material
fact or  omits to state  any  material  fact  necessary  to make the  statements
therein, in the light of the circumstance under which they are or were made, not
misleading.

      g.    ACKNOWLEDGMENT   REGARDING  THE  PURCHASE  OF  SHARES.  The  Company
acknowledges  and agrees that the  Purchaser is acting solely in the capacity of
arm's  length  investor  with  respect  to the  Transaction  Documents  and  the
transactions  contemplated hereby and thereby.  The Company further acknowledges
that the  Purchaser  is not acting as a financial  advisor or  fiduciary  of the


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<PAGE>

Company (or in any similar  capacity) with respect to the Transaction  Documents
and the transactions contemplated hereby and thereby and any advice given by the
Purchaser or any of its respective  representatives or agents in connection with
the Transaction  Documents and the transactions  contemplated hereby and thereby
is merely  incidental  to the  Purchaser's  purchase of the Shares.  The Company
further  represents to the Purchaser  that the Company's  decision to enter into
the Transaction Documents has been based solely on the independent evaluation by
the Company and its representatives.

4.    COVENANTS OF THE COMPANY

      a.    BEST  EFFORTS.  The  Company  shall use its best  efforts  timely to
satisfy each of the  _____________  conditions to be satisfied by it as provided
in this Subscription Agreement.

      b.    BLUE SKY. The Company shall,  at its sole cost and expense take such
action as the Company  shall  reasonably  determine  is necessary to qualify the
Common Stock  underlying  the shares for, or obtain  exemption for the same for,
sale to the  Purchaser  under  applicable  securities or "Blue Sky" laws of such
states of the United States,  as specified by Purchaser.  The Company shall,  at
its sole cost and  expense,  make all filings and reports  relating to the offer
and sale of the  Common  Stock  underlying  the  Shares  as  required  under the
applicable  securities or "Blue Sky" laws of such states of the United States as
specified by the Purchaser.

      c.    USE OF PROCEEDS.  The Company will use the proceeds from the sale of
the Shares  (excluding  amounts paid by the Company for fees as set forth in the
Transaction Documents) for general corporate and working capital purposes.

5.    DELIVERY INSTRUCTIONS; COMMISSIONS

      The Shares  being  purchased  hereunder  shall be  delivered to the Escrow
Agent,  who will hold them in escrow  until the Closing Date at which time funds
(less sales  commissions)  will be wired to the Company and the Shares  shall be
delivered to the Purchaser, per the Purchaser's instructions.

      May Davis Group,  Inc., a registered  broker/dealer  ("Placement  Agent"),
shall  receive  a cash  placement  fee equal to ten  percent  (10%) of the gross
proceeds on the Closing  Date and  unallocated  expenses,  which amount shall be
paid upon closing directly from escrow.

6.    UNDERSTANDINGS.

      The undersigned  understands,  acknowledges and agrees with the Company as
follows:

FOR ALL SUBSCRIBERS:

      a.    This  Subscription  may be  rejected,  in whole  or in part,  by the
Company in its sole and absolute  discretion at any time before the date set for
closing  unless the Company has given notice of acceptance of the  undersigned's
subscription  by  signing  this  Subscription  Agreement  and  delivering  it to
Purchaser.


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<PAGE>

      b.    No  U.S.  federal  or  state  agency  or any  agency  of  any  other
jurisdiction  has made any finding or  determination  as to the  fairness of the
terms of the Offering for  investment nor any  recommendation  or endorsement of
the Shares or the Company.

      c.    The  representations,  warranties and agreements of the  undersigned
and the  Company  contained  herein  shall be true and  correct in all  material
respects on and as of the date of the sale of the Shares as if made on and as of
such date and shall  survive the  execution  and  delivery of this  Subscription
Agreement and the purchase of the Shares.

      d.    In making an investment decision,  purchasers must rely on their own
examination  of the company and the terms of the offering,  including the merits
and risks involved. The shares have not been recommended by any federal or state
securities  commission  or  regulatory  authority.  Furthermore,  the  foregoing
authorities  have not confirmed the accuracy or determined  the adequacy of this
document. Any representation to the contrary is a criminal offense.

      e.    The Offering is intended to be exempt from registration by virtue of
Section 4(2) of the 1933 Act and the  provisions  of  Regulation  D  thereunder,
which is in part  dependent  upon the truth,  completeness  and  accuracy of the
statements made by the undersigned herein and in the Questionnaire.

      f.    It is  understood  that in order not to  jeopardize  the  Offering's
exempt status under Section 4(2) of the 1933 Act and Regulation D, any purchaser
may, at a minimum, be required to fulfill the investor suitability  requirements
thereunder.

      g.    The  shares  may  not  be  resold  except  as  permitted  under  the
securities act and applicable state securities laws, pursuant to registration or
exemption  therefrom.  Purchasers  should be aware that they will be required to
bear the financial risks of this investment for an indefinite period of time.

8.    SUBMISSION TO JURISDICTION

      a.    FORUM SELECTION AND CONSENT TO  JURISDICTION.  Any litigation  based
thereon,  or arising out of, under, or in connection with, this Agreement or any
course of conduct,  course of dealing,  statements  (whether oral or written) or
actions of the Company or Purchaser shall be brought and maintained  exclusively
in the courts of the State of  California.  The  Company  hereby  expressly  and
irrevocably  submits to the  jurisdiction of the state and federal courts of the
state of  California  the purpose of any such  litigation as set forth above and
irrevocably  agrees  to be bound  by any  final  judgment  rendered  thereby  in
connection with such litigation. The Company further irrevocably consents to the
service of process by registered mail,  postage prepaid,  or by personal service
within or without the State of  California.  The Company  hereby  expressly  and
irrevocably  waives, to the fullest extent permitted by law, any objection which
it may have or hereafter may have to the laying of venue of any such  litigation
brought  in any  such  court  referred  to  above  and any  claim  that any such
litigation has been brought in any  inconvenient  forum.  To the extent that the
Company has or hereafter may acquire any immunity from jurisdiction of any court
or from any legal process (whether  through service or notice,  attachment prior
to judgment, attachment in aid of execution or otherwise) with respect to itself
or its property.  The Company hereby irrevocably waives such immunity in respect
of its obligations under this agreement and the other loan documents.


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<PAGE>

      b.    WAIVER  OF  JURY  TRIAL.   The  Purchaser  and  the  Company  hereby
knowingly,  voluntarily  and  intentionally  waive any rights they may have to a
trial by jury in respect of any  litigation  based  hereon,  or arising  out of,
under, or in connection with, this agreement,  or any course of conduct,  course
of dealing,  statements (whether oral or written) or actions of the Purchaser or
the Company.  The Company  acknowledges and agrees that it has received full and
sufficient  consideration  for this  provision  and  that  this  provision  is a
material inducement for the Purchaser entering into this agreement.

      c.    SUBMISSION  TO  JURISDICTION.  Any  legal  action or  proceeding  in
connection with this Agreement or the  performance  hereof may be brought in the
state  and  federal  courts  located  in  California,  and  the  parties  hereby
irrevocably  submit to the  non-exclusive  jurisdiction  of such  courts for the
purpose of any such action or proceeding.

9.    MISCELLANEOUS.

      a.    Any notices,  consents,  waivers or other communications required or
permitted to be given under the terms of this Subscription  Agreement must be in
writing  and will be  deemed  to have  been  delivered  (i) upon  receipt,  when
delivered  personally;  (ii) upon  receipt,  when sent by facsimile  (provided a
confirmation of transmission  is  mechanically or  electronically  generated and
kept on file by the sending  party);  or (iii) one (1) day after  deposit with a
nationally   recognized  overnight  delivery  service,  in  each  case  properly
addressed to the party to receive the same. The addresses and facsimile  numbers
for such communications shall be:

If to the Company:

            5G Wireless Communications, Inc.
            4136 Del Rey Avenue
            Marina Del Rey, California 90292
            Telephone:        (310) 754-3788
            Facsimile:         (310) 754-4004
            Attention: Jerry Dix

With a copy to:
            Benjamin B. Quinones
            Pillsbury Winthrop, LLP
            2550 Hanover
            Palo Alto, CA 94304
            Telephone: (650) 233-4032
            Facsimile:  (650) 233-4545


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<PAGE>

If to the Placement Agent:
         May Davis Group, Inc.
         14 Wall St.  Suite 1615
         New York, New York 10005
         Telephone:  (212) 871-9600
         Facsimile: (212) 871-9651

If to the Purchaser:

      At the address listed in the Questionnaire.

      Each party shall  provide five (5) business days prior notice to the other
party of any change in address, phone number or facsimile number.

      b.    All pronouns and any variations  thereof used herein shall be deemed
to refer to the  masculine,  feminine,  impersonal,  singular or plural,  as the
identity of the person or persons may require.

      c.    Neither this  Subscription  Agreement nor any provision hereof shall
be waived,  modified,  changed,  discharged,  terminated,  revoked or  canceled,
except by an  instrument  in  writing  signed by the  party  effecting  the same
against whom any change, discharge or termination is sought.

      d.    Notices  required or  permitted  to be given  hereunder  shall be in
writing and shall be deemed to be sufficiently  given when personally  delivered
or sent by  facsimile  transmission:  (i) if to the  Company,  at its  executive
offices or (ii) if to the Purchaser, at the address for correspondence set forth
in the  Questionnaire,  or at such other  address as may have been  specified by
written notice given in accordance with this paragraph.

      e.    This  Subscription   Agreement  shall  be  enforced,   governed  and
construed  in  all  respects  in  accordance  with  the  laws  of the  State  of
California,  as such laws are applied by California courts to agreements entered
into,  and  to  be  performed  in,   California  by  and  between  residents  of
Californiia, and shall be binding upon the undersigned, the undersigned's heirs,
estate and legal  representatives  and shall inure to the benefit of the Company
and its successors.  If any provision of this Subscription  Agreement is invalid
or  unenforceable  under  any  applicable  statue  or  rule of  law,  then  such
provisions  shall be  deemed  inoperative  to the  extent  that it may  conflict
therewith  and shall be deemed  modified to conform with such statute or rule of
law. Any provision hereof that may prove invalid or unenforceable  under any law
shall not affect the validity or enforceability of any other provision hereof.

      f.    This Agreement shall not be assignable.

      g.    This  Subscription  Agreement,  together  with  Exhibit A,  attached
hereto and made a part  hereof,  constitute  the entire  agreement  between  the
parties hereto with respect to the subject matter hereof and may be amended only
by a writing executed by both parties hereto.

      h.    This  Subscription   Agreement  may  be  executed  in  two  or  more
counterparts,  all of which taken  together  shall  constitute  one  instrument.
Execution and delivery of this  Subscription  Agreement by exchange of facsimile


                                       10
<PAGE>


copies bearing the facsimile  signature of a party shall  constitute a valid and
binding  execution  and delivery of this  Subscription  Agreement by such party.
Such facsimile copies shall constitute enforceable original documents.


                                       11
<PAGE>

INVESTOR SIGNATURE PAGE

      Your signature on this Signature Page evidences your agreement to be bound
by the Offeree Questionnaire and Subscription Agreement.

      1.    The undersigned hereby represents that (a) the information contained
in the  Questionnaire  is complete  and accurate  and (b) the  undersigned  will
notify the Company and the Placement Agent immediately if any material change in
any of the  information  occurs  prior to the  acceptance  of the  undersigned's
subscription  and will promptly send the Company  written  confirmation  of such
change.

      2.    The undersigned  signatory hereby certifies that he/she has read and
understands   the   Subscription   Agreement   and   Questionnaire,    and   the
representations  made  by the  undersigned  in the  Subscription  Agreement  and
Questionnaire are true and accurate.


      3.    Upon closing please deliver to the Company.


---------------------------------------               --------------------------
Dollar Amount of Shares being purchased                        Date


                                                      By:
                                                         -----------------------
                                                               (Signature)


                                                      Name:
                                                           ---------------------
                                                          (Please Type or Print)


                                                      Title:
                                                            --------------------
                                                          (Please Type or Print)

COMPANY ACCEPTANCE PAGE
-----------------------

This Subscription Agreement accepted and agreed
to this ______ day of November, 2003.

5G WIRELESS COMMUNICATIONS, INC.


By:
   --------------------------------
Jerry Dix, CEO


                                       12
<PAGE>

                                    EXHIBIT A

                              OFFEREE QUESTIONNAIRE
                (All Information Will Be Treated Confidentially)


                                             , 2003
---------------------------------------------       --------------

Mr. Jerry Dix
5G Wireless Communications, Inc.
4136 Del Rey Avenue
Marina Del Rey, California 90292


Dear Mr. Dix:

The information  contained in this Offeree  Questionnaire  if being furnished to
you in order to determine whether the offer of shares of common stock ("Shares")
in a corporation known as 5G Wireless Communications, Inc., a Nevada corporation
("Company"),  may be made to the undersigned pursuant to Section 4(2) Securities
act of 1933, as amended ("Act"), and Regulation D promulgated  thereunder by the
Securities and Exchange Commission, relating to transactions involving a limited
offering and sale of securities,  and similar provisions under states securities
laws and  regulations.  The undersigned  understand that: (i) you will rely upon
information contained herein for purposes of such determination; (ii) the Shares
will not be  registered  under  the Act in  reliance  upon the  exemptions  from
registration provided by Section 4(2) of the Act; (iii) the Shares will also not
be  registered  under  any  state  securities  laws  in  reliance  upon  similar
exemptions from registration  provided by state securities laws and regulations;
and (iv) this  Questionnaire  is not offer of the Shares or any other securities
to the undersigned.


I. I herewith  furnish you with the following  representations  and information:
Please initial, as applicable, in the space provided:


__________1.  I  have  such  knowledge  and experience in financial and business
matters  to  be  capable  of  evaluating the  merits  and  risks of the proposed
investment.

__________2.  I  can  bear the  economic risks of the investment (I can afford a
complete loss).


__________3.  I  am acquiring  the  Shares for investment and not with a view to
resale or distribution thereof.


__________4.  I qualify as an  "accredited  investor",  as  defined  in  Section
501(a) of Regulation D of Section 4 (2) of the Act, and similar provisions under
state securities laws and regulations; that is:

          (a) I have a net worth (or joint net worth with my spouse) in excess
          of $1,000,000, including my (our) home, furnishings, and automobiles;
          or


                                       13
<PAGE>

          (b) I have had an individual gross income in excess of $200,000 in
          each of the last two years, or joint income with my spouse in excess
          of $300,000 in each of those years, and have a reasonable expectation
          of reaching the same income level in the current year.

II. The  undersigned  is a person who was able to bear the  economic  risk of an
investment  in the Shares of the size that you intend to offer.  In making  this
statement,  consideration has been given to whether the undersigned could afford
to hold the Shares for an  indefinite  period,  or  whether,  at this time,  the
undersigned could afford a complete loss. The undersigned  offers as evidence of
ability to bear the  economic  risk the  information  set forth in this  Offeree
Questionnaire.


III.  Except as indicated  below,  any purchase of the Shares will be solely for
the account of the  undersigned,  and not for the account of any other person or
with a view to any resale or distribution thereof.


(State "No Exceptions" or set forth exceptions and give details)

----------------------------------------------------------------------------

----------------------------------------------------------------------------

----------------------------------------------------------------------------

IV. The undersigned represents to you that: (a) the information contained herein
is complete and accurate and may be relied upon by you; and (b) the  undersigned
will notify you  immediately of any material  change in any of such  information
occurring  prior to the closing of the  purchase  of the Shares,  if any, by the
undersigned.


                                       14
<PAGE>



               INFORMATION REQUIRED OF EACH PROSPECTIVE INVESTOR*


1. Name:________________________________________________________________________

Age:__________

2. Residence address and telephone number:______________________________________

________________________________________________________________________________

________________________________________________________________________________

3.  Employer and position: _____________________________________________________

________________________________________________________________________________


4. Business address and telephone number:_______________________________________

________________________________________________________________________________

5.  Business or professional education and degree(s) received are as follows:

School                                          Degree             Year Received

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

6. Prior employment, positions or occupation during the past five years (and the
inclusive dates of each) are as follows:

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


Employment, Position, or Occupation             Nature of Duties    From     To

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


7. Estimated gross income for 2003 (check appropriate range): over $200,000 to
$250,000 ; over ___________ $250,000 to $300,000 ; over $300,000 _______.


8. Estimated  total net worth,  exclusive of home  furnishings,  and automobiles
(check appropriate range): over $500,000 to  $750,000 ___________; over $750,000
______.


9. Securities investments to date are as follows: -

Nature of Investment                                             Amount Invested

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


                                       15
<PAGE>


10. Other investments to date are as follows:

Nature of Property                                               Amount Invested

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________


11. The  undersigned  has  previously  purchased  securities  which were sold in
reliance on the limited offering exemption from registration under the Act: Yes:
___________; No:__________.

IN WITNESS  WHEREOF,  I have  executed  this Offeree  Questionnaire  this ______
day of November, 2003, and declare under oath that it is truthful and correct.




                                        ------------------------------------
                                        Signature of Prospective Offeree


*  Attach additional pages if necessary to fully answer any question


                                       16
<PAGE>



                                    EXHIBIT B


                                ESCROW AGREEMENT




                                       17