EX-4.2
                       EMPLOYEE STOCK INCENTIVE PLAN

                      5G WIRELESS COMMUNICATIONS, INC.
                           AMENDED AND RESTATED
                           STOCK INCENTIVE PLAN

     1.  GENERAL PROVISIONS

     1.1  Purpose.

     5G Wireless Communications, Inc.  a Nevada corporation and its
subsidiaries ("Subsidiaries") which it may have from time to time
(Company and such Subsidiaries are referred to herein as the "Company")
hereby establishes a stock incentive plan to be known as the "5G
Wireless Communications, Inc. Amended and Restated Stock Incentive Plan"
(hereinafter referred to as the "Plan"), as set forth in this document.
 The Plan is intended to allow designated officers and employees (all of
whom are sometimes collectively referred to herein as "Employees") and
consultants ("Consultants") of the Company to receive certain options
("Stock Options") to purchase the  Company's common stock, one tenth of
one cent ($0.001) par value ("Common Stock"), and to receive grants of
Common Stock subject to certain restrictions ("Awards").  As used in this
Plan, the term "Subsidiary" shall mean each corporation which is a
"subsidiary corporation" of Company within the meaning of Section 424(f)
of the Internal Revenue Code of 1986, as amended (the "Code").  The
purpose of this Plan is to provide Employees and Consultants with equity-
based compensation incentives to make significant and extraordinary
contributions to the long-term performance and growth of the Company, and
to attract and retain Employees and Consultants of exceptional ability.

     1.2  Administration.

     1.2.1  The Plan shall be administered by the Compensation Committee
(the "Committee") of, or appointed by, the Board of Directors of the
Company (the "Board").  Each member of the Committee shall be a "non-
employee director" as that term is defined in Rule 16b-3 promulgated by
the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act"), but no action of
the Committee shall be invalid if this requirement is not met.  The
Committee shall select one of its members as Chairman and shall act by
vote of a majority of a quorum, or by unanimous written consent.  A
majority of its members shall constitute a quorum.  The Committee shall
be governed by the provisions of  Company's Bylaws and of Nevada law
applicable to the Board, except as otherwise provided herein or
determined by the Board.

     1.2.2  The Committee shall have full and complete authority, in its
discretion, but subject to the express provisions of the Plan: to approve
the Employees and Consultants nominated by the management of the Company
to be granted Awards or Stock Options; to determine the number of Awards
or Stock Options to be granted to an Employee or Consultant; to determine
the time or times at which Awards or Stock Options shall be granted; to
establish the terms and conditions upon which Awards or Stock Options may
be exercised; to remove or adjust any restrictions and conditions upon
Awards or Stock Options; to specify, at the time of grant, provisions
relating to exercisability of Stock Options and to accelerate or
otherwise modify the exercisability of any Stock Options; and to adopt
such rules and regulations and to make all other determinations deemed
necessary or desirable for the administration of the Plan.  All
interpretations and constructions of the Plan by the Committee, and all
of its actions hereunder, shall be binding and conclusive on all persons
for all purposes.

     1.2.3  The Company hereby agrees to indemnify and hold harmless each
Committee member and each employee of the Company, and the estate and
heirs of such Committee member or employee, against all claims,
liabilities, expenses, penalties, damages or other pecuniary losses,
including legal fees, which such Committee member or employee, his or her
estate or heirs may suffer as a result of his or her responsibilities,
obligations or duties in connection with the Plan, to the extent that
insurance, if any, does not cover the payment of such items.  No member
of the Committee or the Board shall be liable for any action or
determination made in good faith with respect to the Plan or any Award or
Stock Option granted pursuant to the Plan.

     1.3  Eligibility and Participation.

     Employees and Consultants eligible under the Plan shall be approved
by the Committee from those Employees and Consultants who, in the opinion
of the management of the Company, are in positions which enable them to
make significant and extraordinary contributions to the long-term
performance and growth of the Company.  In selecting Employees and
Consultants to whom Stock Options or Awards may be granted, consideration
shall be given to factors such as employment position, duties and respon-
sibilities, ability, productivity, length of service, morale, interest in
the Company and recommendations of supervisors.  No member of the
Committee shall be eligible to participate under the Plan or under any
other Company plan if such participation would contravene the standard of
paragraph 1.2.1 above relating to "disinterested persons."

     1.4  Shares Subject to the Plan.

     The maximum number of shares of Common Stock that may be issued
pursuant to the Plan shall be Ten Million (10,000,000) subject to
adjustment pursuant to the provisions of paragraph 4.1.  If shares of
Common Stock awarded or issued under the Plan are reacquired by the
Company due to a forfeiture or for any other reason, such shares shall be
cancelled and thereafter shall again be available for purposes of the
Plan.  If a Stock Option expires, terminates or is cancelled for any
reason without having been exercised in full, the shares of Common Stock
not purchased thereunder shall again be available for purposes of the Plan.

     2.  PROVISIONS RELATING TO STOCK OPTIONS

     2.1  Grants of Stock Options.

     The Committee may grant Stock Options in such amounts, at such
times, and to such Employees and Consultants nominated by the management
of the Company as the Committee, in its discretion, may determine.
Stock Options granted under the Plan shall constitute "incentive stock
options" within the meaning of Section 422 of the Code, if so designated
by the Committee on the date of grant.  The Committee shall also have the
discretion to grant Stock Options which do not constitute incentive stock
options, and any such Stock Options shall be designated non-statutory
stock options by the Committee on the date of grant.  The aggregate fair
market value (determined as of the time an incentive stock option is
granted) of the Common Stock with respect to which incentive stock
options are exercisable for the first time by any Employee or Consultant
during any one calendar year (under all plans of the Company and any
parent or subsidiary of the Company) may not exceed the maximum amount
permitted under Section 422 of the Code (currently one hundred thousand
dollars ($100,000.00)).  Non-statutory stock options shall not be subject
to the limitations relating to incentive stock options contained in the
preceding sentence.  Each Stock Option shall be evidenced by a written
agreement (the "Option Agreement") in a form approved by the Committee,
which shall be executed on behalf of the Company and by the Employee or
Consultant to whom the Stock Option is granted, and which shall be
subject to the terms and conditions of this Plan.  In the discretion of
the Committee, Stock Options may include provisions (which need not be
uniform), authorized by the Committee in its discretion, that accelerate
an Employee's or Consultant's rights to exercise Stock Options following
a "Change in Control," upon termination of such Employee employment by
the Company without "Cause" or by the Employee for "Good Reason," as such
terms are defined in paragraph 3.1 hereof.  The holder of a Stock Option
shall not be entitled to the privileges of stock ownership as to any
shares of Common Stock not actually issued to such holder.

     2.2  Purchase Price.

     The exercise price (the "Exercise Price") of shares of Common Stock
subject to each Stock Option ("Option Shares") shall equal fifty percent
(50%) of the closing market price on the date of exercise.

     2.3  Option Period.

     The Stock Option period (the "Term") shall commence on the date of
grant of the Stock Option and shall be ten (10) years or such shorter
period as is determined by the Committee.    Each Stock Option shall
provide that it is exercisable over its term in such periodic
installments as the Committee in its sole discretion may determine.  Such
provisions need not be uniform.  Notwithstanding the foregoing, but
subject to the provisions of paragraphs 1.2.2 and 2.1, Stock Options
granted to Employees and Consultants who are subject to the reporting
requirements of Section 16(a) of the Exchange Act ("Section 16 Reporting
Persons") shall not be exercisable until at least six (6) months and one
day from the date the Stock Option is granted.

     2.4  Exercise of Options.

     2.4.1  Each Stock Option may be exercised in whole or in part (but not
as to fractional shares) by delivering it for surrender or endorsement to
the Company, attention of the Corporate Secretary, at the principal
office of the Company, together with payment of the Exercise Price and an
executed Notice and Agreement of Exercise in the form prescribed by
paragraph 2.4.2.  Payment may be made (i) in cash, (ii) by cashier's or
certified check, (iii) by surrender of previously owned shares of the
Company's Common Stock valued pursuant to paragraph 2.2 (if the Committee
authorizes payment in stock in its discretion), (iv) by withholding from
the Option Shares which would otherwise be issuable upon the exercise of
the Stock Option that number of Option Shares equal to the exercise price
of the Stock Option, if such withholding is authorized by the Committee
in its discretion, or (v) in the discretion of the Committee, by the
delivery to the Company of the optionee's promissory note secured by the
Option Shares, bearing interest at a rate sufficient to prevent the
imputation of interest under Sections 483 or 1274 of the Code, and having
such other terms and conditions as may be satisfactory to the Committee.

     2.4.2  Exercise of each Stock Option is conditioned upon the agreement
of the Employee or Consultant to the terms and conditions of this Plan
and of such Stock Option as evidenced by the Employee's or Consultant's
execution and delivery of a Notice and Agreement of Exercise in a form to
be determined by the Committee in its discretion.  Such Notice and
Agreement of Exercise shall set forth the agreement of the Employee or
Consultant that:  (a) no Option Shares will be sold or otherwise
distributed in violation of the Securities Act of 1933 (the "Securities
Act") or any other applicable federal or state securities laws, (b) each
Option Share certificate may be imprinted with legends reflecting any
applicable federal and state securities law restrictions and conditions,
(c) the Company may comply with said securities law restrictions and
issue "stop transfer" instructions to its Transfer Agent and Registrar
without liability, (d) if the Employee or Consultant is a Section 16
Reporting Person, the Employee or Consultant will furnish to the Company
a copy of each Form 4 or Form 5 filed by said Employee or Consultant and
will timely file all reports required under federal securities laws, and
(e) the Employee or Consultant will report all sales of Option Shares to
the Company in writing on a form prescribed by the Company.

     2.4.3  No Stock Option shall be exercisable unless and until any
applicable registration or qualification requirements of federal and
state securities laws, and all other legal requirements, have been fully
complied with.  The Company will use reasonable efforts to maintain the
effectiveness of a Registration Statement under the Securities Act for
the issuance of Stock Options and shares acquired thereunder, but there
may be times when no such Registration Statement will be currently
effective.  The exercise of Stock Options may be temporarily suspended
without liability to the Company during times when no such Registration
Statement is currently effective, or during times when, in the reasonable
opinion of the Committee, such suspension is necessary to preclude
violation of any requirements of applicable law or regulatory bodies
having jurisdiction over the Company.  If any Stock Option would expire
for any reason except the end of its term during such a suspension, then
if exercise of such Stock Option is duly tendered before its expiration,
such Stock Option shall be exercisable and exercised (unless the
attempted exercise is withdrawn) as of the first day after the end of
such suspension.  The Company shall have no obligation to file any
Registration Statement covering resales of Option Shares.

     2.5  Continuous Employment.

     Except as provided in paragraph 2.7 below, an Employee may not
exercise a Stock Option unless from the date of grant to the date of
exercise such Employee remains continuously in the employ of the Company.
For purposes of this paragraph 2.5, the period of continuous employment
of an Employee with the Company shall be deemed to include (without
extending the term of the Stock Option) any period during which such
Employee is on leave of absence with the consent of the Company, provided
that such leave of absence shall not exceed three (3) months and that
such Employee returns to the employ of the Company at the expiration of
such leave of absence.  If such Employee fails to return to the employ of
the Company at the expiration of such leave of absence, such Employee's
employment with the Company shall be deemed terminated as of the date
such leave of absence commenced.  The continuous employment of an
Employee with the Company shall also be deemed to include any period
during which such Employee is a member of the Armed Forces of the United
States, provided that such Employee returns to the employ of the Company
within ninety (90) days (or such longer period as may be prescribed by
law) from the date such Employee first becomes entitled to discharge.  If
an Employee does not return to the employ of the Company within ninety
(90) days (or such longer period as may be prescribed by law) from the
date such Employee first becomes entitled to discharge, such Employee's
employment with the Company shall be deemed to have terminated as of the
date such Employee's military service ended.

     2.6  Restrictions on Transfer.

     Each Stock Option granted under this Plan shall be transferable only
by will or the laws of descent and distribution.  No interest of any
Employee or Consultant under the Plan shall be subject to attachment,
execution, garnishment, sequestration, the laws of bankruptcy or any
other legal or equitable process.  Each Stock Option granted under this
Plan shall be exercisable during an Employee's or Consultant's lifetime
only by such Employee or Consultant or by such Employee's or Consultant's
legal representative.

     2.7  Termination of Employment.

     2.7.1  Upon an Employee's Retirement, Disability (both terms being
defined below) or death, (a) all Stock Options to the extent then
presently exercisable shall remain in full force and effect and may be
exercised pursuant to the provisions thereof, including expiration at the
end of the fixed term thereof, and (b) unless otherwise provided by the
Committee, all Stock Options to the extent not then presently exercisable
by such Employee shall terminate as of the date of such termination of
employment and shall not be exercisable thereafter.

     2.7.2  Upon the termination of the employment of an Employee with the
Company for any reason other than the reasons set forth in paragraph
2.7.1 hereof, (a) all Stock Options to the extent then presently
exercisable by such Employee shall remain exercisable only for a period
of ninety (90) days after the date of such termination of employment
(except that the ninety (90) day period shall be extended to twelve (12)
months if the Employee shall die during such ninety (90) day period), and
may be exercised pursuant to the provisions thereof, including expiration
at the end of the fixed term thereof, and (b) unless otherwise provided
by the Committee, all Stock Options to the extent not then presently
exercisable by such Employee shall terminate as of the date of such
termination of employment and shall not be exercisable thereafter.

     2.7.3  For purposes of this Plan:

     (a)  "Retirement" shall mean an Employee's retirement from the
employ of the Company on or after the date on which such Employee attains
the age of sixty-five (65) years; and

     (b)  "Disability" shall mean total and permanent incapacity of an
Employee, due to physical impairment or legally established mental
incompetence, to perform the usual duties of such Employee's employment
with the Company, which disability shall be determined: (i) on medical
evidence by a licensed physician designated by the Committee, or (ii) on
evidence that the Employee has become entitled to receive primary
benefits as a disabled employee under the Social Security Act in effect
on the date of such disability.

     3.  PROVISIONS RELATING TO AWARDS

     3.1  Grant of Awards.

     Subject to the provisions of the Plan, the Committee shall have full
and complete authority, in its discretion, but subject to the express
provisions of this Plan, to (i) grant Awards pursuant to the Plan, (ii)
determine the number of shares of Common Stock subject to each Award
("Award Shares"), (iii) determine the terms and conditions (which need
not be identical) of each Award, including the consideration (if any) to
be paid by the Employee or Consultant for such Common Stock, which may,
in the Committee's discretion, consist of the delivery of the Employee's
or Consultant's promissory note meeting the requirements of paragraph
2.4.1, (iv) establish and modify performance criteria for Awards, and (v)
make all of the determinations necessary or advisable with respect to
Awards under the Plan.  Each award under the Plan shall consist of a
grant of shares of Common Stock subject to a restriction period (after
which the restrictions shall lapse), which shall be a period commencing
on the date the award is granted and ending on such date as the Committee
shall determine (the "Restriction Period").  The Committee may provide
for the lapse of restrictions in installments, for acceleration of the
lapse of restrictions upon the satisfaction of such performance or other
criteria or upon the occurrence of such events as the Committee shall
determine, and for the early expiration of the Restriction Period upon an
Employee's or Consultant's death, Disability or Retirement as defined in
paragraph 2.7.3, or, following a Change of Control, upon termination of
an Employee's employment by the Company without "Cause" or by the
Employee for "Good Reason," as those terms are defined herein.  For
purposes of this Plan:

     "Change of Control" shall be deemed to occur (a) on the date the
Company first has actual knowledge that any person (as such term is used
in Sections 13(d) and 14(d) (2) of the Exchange Act) has become the
beneficial owner (as defined in Rule 13(d)-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing forty
percent (40%) or more of the combined voting power of the Company's then
outstanding securities, or (b) on the date the shareholders of the
Company approve (i) a merger of the Company with or into any other
corporation in which the Company is not the surviving corporation or in
which the Company survives as a subsidiary of another corporation, (ii) a
consolidation of the Company with any other corporation, or (iii) the
sale or disposition of all or substantially all of the Company's assets
or a plan of complete liquidation.

     "Cause," when used with reference to termination of the employment
of an Employee by the Company for "Cause," shall mean:

     (a)  the Employee or Consultant's continuing willful and material
breach of his or her duties to the Company, including under any agreement
between that person and the Company, after he or she receives a demand
from the Chief Executive of the Company specifying the manner in which he
or she has willfully and materially breached such duties, other than any
such failure resulting from Disability of the Employee or Consultant or
his or her resignation for "Good Reason," as defined herein; or

     (b)  the conviction of the Employee or Consultant of a felony; or

     (c)  the Employee or Consultant's commission of fraud in the course
of his or her employment or consultation with the Company, such as
embezzlement or other material and intentional violation of law against
the Company; or

     (d)  the Employee or Consultant's gross misconduct causing material
harm to the Company.

     "Good Reason" shall mean any one or more of the following, occurring
following or in connection with a Change of Control and within ninety
(90) days prior to the Employee or Consultant's resignation, unless the
Employee or Consultant shall have consented thereto in writing:

     (a)  the assignment to the Employee or Consultant of duties
inconsistent with his or her executive status prior to the Change of
Control or a substantive change in the officer or officers to whom he or
she reports from the officer or officers to whom he or she reported
immediately prior to the Change of Control; or

     (b)  the elimination or reassignment of a majority of the duties and
responsibilities that were assigned to the Employee or Consultant
immediately prior to the Change of Control; or

     (c)  a reduction by the Company in the Employee or Consultant's
annual base salary or compensation as in effect immediately prior to the
Change of Control; or

     (d)  the Company's requiring the Employee to be based anywhere
outside a 35-mile radius from his or her place of employment immediately
prior to the Change of Control, except for required travel on the
Company's business to an extent substantially consistent with the
Employee or Consultant's business travel obligations immediately prior to
the Change of Control; or

     (e)  the failure of the Company to grant the Employee a performance
bonus reasonably equivalent to the same percentage of salary the Employee
received prior to the Change of Control, given comparable performance by
the Company and the Employee; or

     (f)  the failure of the Company to obtain a satisfactory Assumption
Agreement (as defined in paragraph 4.12 of the Plan) from a successor, or
the failure of such successor to perform such Assumption Agreement.

     3.2  Incentive Agreements.

     Each Award granted under the Plan shall be evidenced by a written
agreement (an "Incentive Agreement") in a form approved by the Committee
and executed by the Company and the Employee or Consultant to whom the
Award is granted.  Each Incentive Agreement shall be subject to the terms
and conditions of the Plan and other such terms and conditions as the
Committee may specify.

     3.3  Waiver of Restrictions.

     The Committee may modify or amend any Award under the Plan or waive
any restrictions or conditions applicable to such Awards; provided,
however, that the Committee may not undertake any such modifications,
amendments or waivers if the effect thereof materially increases the
benefits to any Employee or Consultant, or adversely affects the rights
of any Employee or Consultant without his or her consent.

     3.4  Terms and Conditions of Awards.

     3.4.1  Upon receipt of an Award of shares of Common Stock under the
Plan, even during the Restriction Period, an Employee or Consultant shall
be the holder of record of the shares and shall have all the rights of a
shareholder with respect to such shares, subject to the terms and
conditions of the Plan and the Award.

     3.4.2  Except as otherwise provided in this paragraph 3.4, no shares
of Common Stock received pursuant to the Plan shall be sold, exchanged,
transferred, pledged, hypothecated or otherwise disposed of during the
Restriction Period applicable to such shares.  Any purported disposition
of such Common Stock in violation of this paragraph 3.4.2 shall be null
and void.

     3.4.3  If an Employee's employment with the Company terminates prior
to the expiration of the Restriction Period for an Award, subject to any
provisions of the Award with respect to the Employee's death, Disability
or Retirement, or Change of Control, all shares of Common Stock subject
to the Award shall be immediately forfeited by the Employee and
reacquired by the Company, and the Employee shall have no further rights
with respect to the Award.  In the discretion of the Committee, an
Incentive Agreement may provide that, upon the forfeiture by an Employee
of Award Shares, the Company shall repay to the Employee the
consideration (if any) which the Employee paid for the Award Shares on
the grant of the Award.  In the discretion of the Committee, an Incentive
Agreement may also provide that such repayment shall include an interest
factor on such consideration from the date of the grant of the Award to
the date of such repayment.

     3.4.4  The Committee may require under such terms and conditions as it
deems appropriate or desirable that (i) the certificates for Common Stock
delivered under the Plan are to be held in custody by the Company or a
person or institution designated by the Company until the Restriction
Period expires, (ii) such certificates shall bear a legend referring to
the restrictions on the Common Stock pursuant to the Plan, and (iii) the
Employee or Consultant shall have delivered to the Company a stock power
endorsed in blank relating to the Common Stock.

     4.  MISCELLANEOUS PROVISIONS

     4.1  Adjustments Upon Change in Capitalization.

     4.1.1  The number and class of shares subject to each outstanding
Stock Option, the Exercise Price thereof (but not the total price), the
maximum number of Stock Options that may be granted under the Plan, the
minimum number of shares as to which a Stock Option may be exercised at
any one time, and the number and class of shares subject to each
outstanding Award, shall be proportionately adjusted in the event of any
increase or decrease in the number of the issued shares of Common Stock
which results from a split-up or consolidation of shares, payment of a
stock dividend or dividends exceeding a total of five percent (5%) for
which the record dates occur in any one fiscal year, a recapitalization
(other than the conversion of convertible securities according to their
terms), a combination of shares or other like capital adjustment, so that
(i) upon exercise of the Stock Option, the Employee shall receive the
number and class of shares such Employee or Consultant would have
received had such Employee or Consultant been the holder of the number of
shares of Common Stock for which the Stock Option is being exercised upon
the date of such change or increase or decrease in the number of issued
shares of the Company, and (ii) upon the lapse of restrictions of the
Award Shares, the Employee or Consultant shall receive the number and
class of shares such Employee or Consultant would have received if the
restrictions on the Award Shares had lapsed on the date of such change or
increase or decrease in the number of issued shares of the Company.

     4.1.2  Upon a reorganization, merger or consolidation of the Company
with one or more corporations as a result of which Company is not the
surviving corporation or in which Company survives as a wholly-owned
subsidiary of another corporation, or upon a sale of all or substantially
all of the property of the Company to another corporation, or any
dividend or distribution to shareholders of more than ten percent (10%)
of the Company's assets, adequate adjustment or other provisions shall be
made by the Company or other party to such transaction so that there
shall remain and/or be substituted for the Option Shares and Award Shares
provided for herein, the shares, securities or assets which would have
been issuable or payable in respect of or in exchange for such Option
Shares and Award Shares then remaining, as if the Employee or Consultant
had been the owner of such shares as of the applicable date.  Any
securities so substituted shall be subject to similar successive adjustments.

     4.2  Withholding Taxes.

     The Company shall have the right at the time of exercise of any
Stock Option, the grant of an Award, or the lapse of restrictions on
Award Shares, to make adequate provision for any federal, state, local or
foreign taxes which it believes are or may be required by law to be
withheld with respect to such exercise ("Tax Liability"), to ensure the
payment of any such Tax Liability.  The Company may provide for the
payment of any Tax Liability by any of the following means or a
combination of such means, as determined by the Committee in its sole and
absolute discretion in the particular case:  (i) by requiring the
Employee or Consultant to tender a cash payment to the Company, (ii) by
withholding from the Employee's salary, (iii) by withholding from the
Option Shares which would otherwise be issuable upon exercise of the
Stock Option, or from the Award Shares on their grant or date of lapse of
restrictions, that number of Option Shares or Award Shares having an
aggregate fair market value (determined in the manner prescribed by
paragraph 2.2) as of the date the withholding tax obligation arises in an
amount which is equal to the Employee's or Consultant's Tax Liability or
(iv) by any other method deemed appropriate by the Committee.
Satisfaction of the Tax Liability of a Section 16 Reporting Person may be
made by the method of payment specified in clause (iii) above only if the
following two conditions are satisfied:

     (a)  the withholding of Option Shares or Award Shares and the
exercise of the related Stock Option occur at least six months and one
day following the date of grant of such Stock Option or Award; and

     (b)  the withholding of Option Shares or Award Shares is made either
(i) pursuant to an irrevocable election ("Withholding Election") made by
such Employee or Consultant at least six months in advance of the
withholding of Options Shares or Award Shares, or (ii) on a day within a
ten-day "window period" beginning on the third business day following the
date of release of the Company's quarterly or annual summary statement of
sales and earnings.

Anything herein to the contrary notwithstanding, a Withholding Election
may be disapproved by the Committee at any time.

     4.3  Relationship to Other Employee Benefit Plans.

     Stock Options and Awards granted hereunder shall not be deemed to be
salary or other compensation to any Employee for purposes of any pension,
thrift, profit-sharing, stock purchase or any other employee benefit plan
now maintained or hereafter adopted by the Company.

     4.4  Amendments and Termination.

     The Board of Directors may at any time suspend, amend or terminate
this Plan.  For incentive stock options only, no amendment or
modification of this Plan may be adopted, except subject to stockholder
approval, which would: (a) materially increase the benefits accruing to
Employees and Consultants under this Plan, (b) materially increase the
number of securities which may be issued under this Plan (except for
adjustments pursuant to paragraph 4.1 hereof), or (c) materially modify
the requirements as to eligibility for participation in the Plan.

     4.5  Successors in Interest.

     The provisions of this Plan and the actions of the Committee shall
be binding upon all heirs, successors and assigns of the Company and of
Employees and Consultants.

     4.6  Other Documents.

     All documents prepared, executed or delivered in connection with
this Plan (including, without limitation, Option Agreements and Incentive
Agreements) shall be, in substance and form, as established and modified
by the Committee; provided, however, that all such documents shall be
subject in every respect to the provisions of this Plan, and in the event
of any conflict between the terms of any such document and this Plan, the
provisions of this Plan shall prevail.

     4.7  No Obligation to Continue Employment.

     This Plan and grants hereunder shall not impose any obligation on
the Company to continue to employ any Employee.  Moreover, no provision
of this Plan or any document executed or delivered pursuant to this Plan
shall be deemed modified in any way by any employment or other contract
between an Employee (or other employee) or Consultant and the Company.

     4.8  Misconduct of an Employee or Consultant.

     Notwithstanding any other provision of this Plan, if an Employee or
Consultant commits fraud or dishonesty toward the Company or wrongfully
uses or discloses any trade secret, confidential data or other
information proprietary to the Company, or intentionally takes any other
action materially inimical to the best interests of the Company, as
determined by the Committee, in its sole and absolute discretion, such
Employee or Consultant shall forfeit all rights and benefits under this Plan.

     4.9  Term of Plan.

     This Plan was adopted by the Board effective January 30, 2002.  No
Stock Options or Awards may be granted under this Plan after January 30, 2012.

     4.10  Governing Law.

     This Plan shall be construed in accordance with, and governed by,
the laws of the State of Nevada.

     4.11  Shareholder Approval.

     No Stock Option shall be exercisable, or Award granted, unless and
until the Directors of the Company have approved this Plan and all other
legal requirements have been fully complied with.

     4.12  Assumption Agreements.

     The Company will require each successor, (direct or indirect,
whether by purchase, merger, consolidation or otherwise), to all or
substantially all of the business or assets of the Company, prior to the
consummation of each such transaction, to assume and agree to perform the
terms and provisions remaining to be performed by the Company under each
Incentive Agreement and Stock Option and to preserve the benefits to the
Employees and Consultants thereunder.  Such assumption and agreement
shall be set forth in a written agreement in form and substance
satisfactory to the Committee (an "Assumption Agreement"), and shall
include such adjustments, if any, in the application of the provisions of
the Incentive Agreements and Stock Options and such additional
provisions, if any, as the Committee shall require and approve, in order
to preserve such benefits to the Employees and Consultants.  Without
limiting the generality of the foregoing, the Committee may require an
Assumption Agreement to include satisfactory undertakings by a successor:

     (a)  to provide liquidity to the Employees and Consultants at the
end of the Restriction Period applicable to Common Stock awarded to them
under the Plan, or on the exercise of Stock Options;

     (b)  if the succession occurs before the expiration of any period
specified in the Incentive Agreements for satisfaction of performance
criteria applicable to the Common Stock awarded thereunder, to refrain
from interfering with the Company's ability to satisfy such performance
criteria or to agree to modify such performance criteria and/or waive any
criteria that cannot be satisfied as a result of the succession;

     (c)  to require any future successor to enter into an Assumption
Agreement; and

     (d)  to take or refrain from taking such other actions as the
Committee may require and approve, in its discretion.

The Committee referred to in this paragraph 4.12 is the Committee
appointed by a Board of Directors in office prior to the succession then
under consideration.

     4.13  Compliance With Rule 16b-3.

     Transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3.  To the extent that any provision of
the Plan or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable
by the Committee.

     IN WITNESS WHEREOF, this Plan has been executed effective as of the
30th day of January, 2002.

5G Wireless Communications, Inc..


By:  /s/  Jerry Dix
Jerry Dix, President