EX-10.2

                        5G WIRELESS COMMUNICATIONS, INC.
                               4136 Del Rey Avenue
                        Marina Del Rey, California 90292
                                 (310) 448-8022

Mr. [director name]
[address]

Dear [director name]:

     On behalf of the Board of  Directors  of 5G Wireless  Communications,  Inc.
(the  "Company"),  I am pleased to confirm your  appointment  as a member of the
Board of Directors effective as of ______________,  _____ and your acceptance of
such  appointment.  We are all very impressed with your  credentials and we look
forward to your future success in this role.

     In consideration  for your service as a member of the Board of Directors of
the Company, the Company agrees to pay you $3,000 per month or $36,000 per year.

     The Board  Member  shall  have the  option of  purchasing  up to  1,000,000
unvested restricted shares of the Company's Common Stock per year that you serve
as a member of the Company's Board of Directors.  The price for the options will
be based on the  closing  price  the day  prior  to this  appointment.  Upon the
completion  of each  quarterly  period,  the Company  shall vest 250,000 of your
shares of the  Company's  Common  Stock  during each year of service so that all
1,000,000  shares shall have vested at the end of the year. If your service as a
director is terminated, all unvested shares shall be immediately cancelled.

     In addition, the Company shall pay all reasonable travel and other expenses
incurred in the course of  performing  services in advance,  however the Company
will require prompt submission to the Company of an expense report detailing the
expenses.  You will receive no other  compensation for your services as a member
of the Board of Directors of the Company until otherwise changed by the board

     You  agree  that  your  relationship  with  the  Company  will be that of a
director and not that of an employee.

     Again, let me indicate how pleased we all are to extend this offer, and how
much we look forward to working  together.  Please  indicate your  acceptance by
signing and returning the enclosed copy of this letter.

                                            Very truly yours,

                                            5G WIRELESS COMMUNICATIONS, INC.


                                            --------------------------------
                                            Jerry Dix
                                            Chief Executive Officer
ACCEPTED AND AGREED:

[DIRECTOR NAME]


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Signature                                   Date