Form S-8 NEWCOM INTERNATIONAL INC

Initial registration statement for securities to be offered to employees pursuant to employee benefit plans

What is Form S-8?
  • Accession No.: 0001144204-03-006603 Act: 33 File No.: 333-110088 Film No.: 03966434
  • CIK: 0001058553
  • Submitted: 2003-10-30

S-8 TXT

forms8.txt

                                      <PAGE>

    As filed with the Securities and Exchange Commission on October 30, 2003
                                                     Registration No. __________

================================================================================


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                           NewCom International, inc.
             (Exact name of registrant as specified in its charter)

             Nevada                                       86-0907027
----------------------------------             --------------------------------
 (State or other jurisdiction                  (IRS Employer Identification No.)
of incorporation or organization)

         2102 Business Center Drive, Suite 130, Irvine, California 92612
               (Address of Principal Executive Offices) (Zip Code)

             NewCom International, inc. 2002 STOCK COMPENSATION PLAN
                            (Full title of the plan)

                                 Chris Marshall
                      President and Chief Executive Officer
                      2102 Business Center Drive, Suite 130
                            Irvine, California 92612
                             -----------------------
                     (Name and address of agent for service)
                                 (949) 717-0630
          (Telephone number, including area code, of agent for service)

<TABLE>
<CAPTION>
                                              Calculation of Registration Fee
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
                                                                               Proposed            Proposed
                      Title of                                                  maximum            maximum
                     securities                              Amount            offering           aggregate           Amount of
                       to be                                 to be               price             offering         registration
                     registered                          registered(1)         per share            price              fee(2)
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
<S>                                                   <C>                   <C>              <C>                   <C>
Common Stock,  $.001 par value to be issued pursuant
to  the  2002  NewCom   International,   Inc.  Stock
Compensation Plan                                         1,000,000 shares       $2.40            $2,400,000           $194.16
----------------------------------------------------- --------------------- ---------------- --------------------- ----------------
</TABLE>

(1)      This  Registration  Statement shall also cover any additional shares of
         common  stock which  become  issuable  under the Plan being  registered
         pursuant  to  this  Registration  Statement  by  reason  of  any  stock
         dividend,   stock  split,   recapitalization   or  any  other   similar
         transaction effected without the receipt of consideration which results
         in an increase in the number of our outstanding shares of common stock.

(2)      Estimated  solely  for the  purpose  of  calculating  the amount of the
         registration  fee pursuant to Rule 457(c) under the  Securities  Act of
         1933, as amended,  based upon the last sale of the Registrant's  common
         stock on October 28,  2003,  as reported in the  over-the-counter  pink
         sheets market.



<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The SEC allows us to "incorporate by reference" the information we file
with them,  which means that we can  disclose  important  information  to you by
referring you to those documents.  The information  incorporated by reference is
an important part of this  prospectus,  and information  that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings made with the SEC
under Sections 13(a), 13(c), 14 or 15(d) the Securities Exchange Act of 1934:

         1.       Our Annual  Report on Form  10-KSB  for the fiscal  year ended
                  December 31, 2002.

         2.       Our Quarterly Report on Form 10-QSB for the quarter ended June
                  30, 2003.

         3.       Our Current Report on Form 8-K filed July 29, 2003.

         4.       Our  Preliminary  Information  Statement on Schedule 14C filed
                  October 29, 2003.

         5.       Our Information  Statement on Schedule 14F-1 filed October 30,
                  2003.

         You may  request  a copy of  these  filings  at no cost by  writing  or
telephoning  us at  the  following  address:  Walter  Grieves,  Secretary,  2102
Business Center Drive, Suite 130, Irvine, California, 92612; (949) 717-0630.

Item 4.  Description of Securities.

         Inapplicable.

Item 5.  Interests of Named Experts and Counsel.

         Spectrum Law Group,  LLP and certain  affiliates of Spectrum Law Group,
LLP have a right to receive 500,000 shares of our common stock.

Item 6.  Indemnification of Directors and Officers.

         Nevada Statutes

         Section 78.7502 of the Nevada Revised  Statutes,  as amended,  provides
for the  indemnification  of the Company's  officers,  directors,  employees and
agents under certain circumstances as follows:

         "1. A corporation  may indemnify any person who was or is a party or is
threatened to be made a party to any  threatened,  pending or completed  action,
suit or proceeding,  whether civil,  criminal,  administrative or investigative,
except an action  by or in the right of the  corporation,  by reason of the fact
that he is or was a director,  officer, employee or agent of the corporation, or
is or was serving at the  request of the  corporation  as a  director,  officer,
employee or agent of another corporation,  partnership,  joint venture, trust or
other enterprise,  against expenses, including attorneys' fees, judgments, fines
and  amounts  paid in  settlement  actually  and  reasonably  incurred by him in
connection with the action, suit or proceeding if he:

                  (a)      Is not liable pursuant to NRS 78.138; or

                  (b)      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.



                                       2
<PAGE>

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 is liable pursuant to NRS
78.138 or 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,  or 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:

                  (a)      Is not liable pursuant to NRS 78.138; or

                  (b)      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. (Added to NRS by 1997, 694; A 2001, 3175)"

Amended and Restated Articles of Incorporation

         Our Amended and Restated  Articles of  Incorporation  provides that, to
the  fullest  extent  permitted  by Nevada  law,  an officer or  director of our
corporation   shall  not  be  personally   liable  to  our  corporation  or  its
stockholders  for  monetary  damages  due to  breach of  fiduciary  duty as such
officer or director. Our Bylaws also contain a provision for the indemnification
of our  directors  (see  "Indemnification  of  Directors  and Officers - Bylaws"
below).

Bylaws

         Our Bylaws provide for the indemnification of our directors,  officers,
employees, or agents under certain circumstances as follows:

                                   "ARTICLE XI
                                 INDEMNIFICATION

         Section 43.  Indemnification of Directors,  Executive  Officers,  Other
Officers, Employees and Other Agents.

         (a.) Directors Officers.  The corporation shall indemnify its directors
and  officers  to the  fullest  extent  not  prohibited  by the  Nevada  General
Corporation Law; provided,  however,  that the corporation may modify the extent
of such indemnification by individual contracts with its directors and officers;
and provided,  further that the  corporation  shall not be required to indemnify
any director and officer in



                                       3
<PAGE>

connection with any proceeding (or part thereof) initiated by such person unless
(i) such  indemnification  is  expressly  required  to be made by law,  (ii) the
proceeding  was authorized by the Board of Directors of the  corporation,  (iii)
such  indemnification  is provided by the  corporation,  in its sole discretion,
pursuant  to the  powers  vested in the  corporation  under the  Nevada  General
Corporation  Law or (iv)  such  indemnification  is  required  to be made  under
subsection (d).

         (b.) Employees and Other Agents.  The Corporation  shall have the power
to indemnify its  employees and other agents as set forth in the Nevada  General
Corporation Law.

         (c.) Expense. The Corporation shall advance to any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit proceeding,  whether civil,  criminal,  administrative or
investigative,  by reason of the fact that he is or was a directors  or officer,
of the corporation,  or is or was serving at the request of the corporation as a
director or officer or executive  officer of another  corporation,  partnership,
joint venture, trust or other enterprise,  prior to the final disposition of the
proceeding,  promptly  following request therefor,  all expenses incurred by any
director  or officer  in  connection  with such  proceeding  upon  receipt of an
undertaking  by or on behalf of such person to repay said mounts if it should be
determined  ultimately that such person is not entitled to be indemnified  under
this Bylaw or otherwise.

         Notwithstanding the foregoing,  unless otherwise determined pursuant to
paragraph (e) of this Bylaw,  no advance shall be made by the  corporation to an
officer of the corporation (except by reason of the fact that such officer is or
was a director of the corporation in which event this paragraph shall not apply)
in any action, suit or proceeding,  whether civil,  criminal,  administrative or
investigative,  id a  determination  is reasonably  and promptly made (i) by the
Board of Directors by a majority  vote of a quro9m  consisting  of directors who
were not parties to the  proceeding,  or (ii) if such quorum is not  obtainable,
or, even if  obtainable,  a quorum of  disinterested  directors  so directs,  by
independent  legal  counsel in a written  opinion,  that the facts  known to the
decision-making party at the time such determination is made demonstrate clearly
and  convincingly  that such person  acted in bad faith or in a manner that such
person did not  believe to be in or not  opposed  to the best  interests  of the
corporation.

         (d.)  Enforcement.  Without the  necessity of entering  into an express
contract,  all rights to indemnification  and advances to directors and officers
under this Bylaw shall be deemed to be  contractual  rights and be  effective to
the same extent and as if provided for in a contract between the corporation and
the director or officer.  Any right to  indemnification  or advances  granted by
this Bylaw to a director or officer shall be  enforceable by or on behalf of the
person holding such right in a court of competent  jurisdiction if (i) the claim
for  indemnification  or  advances  is  denied,  in whole  or in part,  shall be
entitled to be paid also the expense of  prosecuting  his claim.  In  connection
with any such action that the  claimant has not met the standard of conduct that
make it permissible under the Nevada General Corporation Law for the corporation
to indemnify the claimant for the amount  claimed.  In connection with any claim
by an officer of the  corporation  (except in any  action,  suit or  proceeding,
whether civil, criminal,  administrative or investigative, by reason of the fact
that such officer is or was a director of the  corporation)  for  advances,  the
corporation shall be entitled to raise a defense as to any such action clear and
convincing evidence that such person acted in bad faith or in a manner that such
person did not  believe  to be in or not  opposed  in the best  interest  of the
corporation,  or with respect to any  criminal  action or  proceeding  that such
person acted  without  reasonable  cause to believe that his conduct was lawful.
Neither  the  failure  of the  corporation  (including  its  Board of  Director,
independent  legal  counsel or its  stockholders)  to have made a  determination
prior to the commencement of such action that indemnification of the claimant is
proper  in the  circumstances  because  he has met the  applicable  standard  of
conduct  set  forth  in the  Nevada  General  Corporation  Law,  nor  an  actual
determination by the corporation (including its Board of Directors,  independent
legal counsel or its stockholders) that the claimant has not met such applicable
standard  of conduct,  shall be a defense to the action or create a  presumption
that  claimant  has not met the  applicable  standard  of  conduct.  In any suit
brought by a director or



                                       4
<PAGE>

officer to enforce a right to  indemnification  or to an advancement of expenses
hereunder,  the burden of providing that the director or officer is not entitled
to be indemnified,  or to such advancement or expenses, under this Article XI or
otherwise shall be on the corporation.

         (e.)  Non-Exclusivity  of Rights. The rights conferred on any person by
this Bylaw shall not be  exclusive  of any other right which any person may have
or  hereafter   acquire  under  any  statute,   provision  of  the  Articles  of
Incorporation,   Bylaws,   agreement,  vote  of  stockholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding office. The corporation is specifically
authorized to enter into individual  contracts with contracts with any or all of
its directors,  officers,  employees or agents  respecting  indemnification  and
advances, to the fullest extent not prohibited by the Nevada General Corporation
Law.

         (f.)  Survival of Rights.  The rights  conferred  on any person by this
Bylaw shall  continue  as to a person who has ceased to be a director,  officer,
employee or other  agent and shall inure to the benefit of the heirs,  executors
and administrators of such a person.

         (g.) Insurance.  To the fullest extent  permitted by the Nevada General
Corporation Law, the corporation,  upon approval by the Board of Directors,  may
purchase  insurance  on  behalf  of  any  person  required  or  permitted  to be
indemnified pursuant to this Bylaw.

         (h.) Amendments. Any repeal or modification of this Bylaw shall only be
prospective  and shall not affect  the rights  under this Bylaw in effect at the
time of the  alleged  occurrence  of any action or  omission  to act that is the
cause of any proceeding against any agent of the corporation.

         (i.)  Saving  Clause.  If this  Bylaw or any  portion  hereof  shall be
invalidated  on any  ground by any  court of  competent  jurisdiction,  then the
corporation  shall  nevertheless  indemnify each director or officer to the full
extent not  prohibited  by any  applicable  portion of this Bylaw that shall not
have been invalidated, or by any other applicable law.

         (j) Certain Definitions.  For the purposes of this Bylaw, the following
definitions shall apply:

         (i.) The  term  "proceeding"  shall  be  broadly  construed  and  shall
include,  without  limitation,  the  investigation,   preparation,  prosecution,
defense, settlement,  arbitration and appeal of, and the giving of testimony in,
any threatened,  pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative.

         (ii.) The term "expenses" shall be broadly construed and shall include,
without limitation,  court costs,  attorneys' fees, witness fees, fines, amounts
paid in settlement or judgment and any other costs and expenses of any nature or
kind incurred in connection with any proceeding.

         (iii.)  The  term  "corporation"  shall  include,  in  addition  to the
resulting corporation, any constituent corporation (including any constituent of
a  constituent)  absorbed in a  consolidation  or merger which,  if its separate
existence  had  continued,  would have had power and  authority to indemnify its
directors,  officers, and employee or agents, so that any person who is or was a
director,  officer, or employee or agent of such constituent corporation,  or is
or was  serving at the  request of such  constituent  corporation,  partnership,
joint venture, trust or other enterprise, shall stand in the same position under
the provisions of this Bylaw with respect to resulting or surviving  corporation
as he would have with respect to such  constituent  corporation  if its separate
existence had continued.

         (iv.)  References  to a  "director,"  "executive  officer,"  "officer,"
"employee," or "agent" of the  corporation  shall include,  without  limitation,
situations  where such person is serving at the request of the  corporation  as,
respectively, a director, executive officer, officer, employee, trustee or agent
of another corporation, partnership, joint venture, trust or other enterprise.

                                       5
<PAGE>

         (v.) References to "other  enterprises"  shall include employee benefit
plans; references to "fines" shall include any excise taxes assessed on a person
with respect to an employee,  benefit  plan;  and  references to "serving at the
request of the  corporation"  shall include any service as a director,  officer,
employee  or agent of the  corporation  which  imposes  duties  on, or  involves
services  by, such  director,  officer,  employee,  or agent with  respect to an
employee  benefit plan, its  participants,  or  beneficiaries;  and a person who
acted in good faith and in a manner he reasonably believed to be in the interest
of the  participants  and  beneficiaries  of an employee  benefit  plan shall be
deemed to have  acted in a manner  "not  opposed  to the best  interests  of the
corporation" as referred to in this Bylaw.


Item 7.  Exemption from Registration Claimed.

         Inapplicable.

Item 8.  Exhibits.

Exhibit
Number         Description
------         -----------
4.1            NewCom International, Inc. 2002 Stock Compensation Plan
5.1            Opinion of Spectrum Law Group, LLP re: legality of shares.
23.1           Consent of Spectrum Law Group, LLP (filed as Exhibit 5.1 herein).
23.2           Consent of Pohl, McNabola, Berg & Company
23.3           Consent of McKennon, Wilson and Morgan, LLP


Item 9.  Undertakings.

                  A. The undersigned registrant hereby undertakes to file during
any  period  in which  offers  or sales of the  securities  are  being  made,  a
post-effective  amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed or
any material change to such information set forth in the Registration Statement.

                  B. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

                  C. The undersigned registrant hereby undertakes 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.

                  D. The  undersigned  registrant  hereby  undertakes  that, for
purposes of determining  any liability  under the  Securities Act of 1933,  each
filing of the  registrant's  annual report  pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee  benefit  plan's annual  report  pursuant to Section 15(d) of the
Securities  Exchange  Act of 1934)  that is  incorporated  by  reference  in 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.

                  E. Insofar as  indemnification  for liabilities  arising under
the  Securities  Act of  1933  may  be  permitted  to  directors,  officers  and
controlling persons of the registrant pursuant to the foregoing  provisions,  or
otherwise, the registrant has been advised that in the opinion of the Securities
and  Exchange  Commission  such  indemnification  is  against  public  policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for  indemnification  against  such  liabilities  (other than the payment by the
registrant of expenses  incurred or paid by a director,  officer or  controlling
person of the  registrant  in the  successful  defense  of any  action,  suit or
proceeding)  is  asserted by such  director,  officer or  controlling  person in
connection with the securities being registered,  the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit  to a  court  of  appropriate  jurisdiction  the  question  whether  such
indemnification  by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




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<PAGE>

                                   SIGNATURES

The Registrant

         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 Irvine, State of California, on October 30, 2003.



                                NEWCOM INTERNATIONAL, INC.



                                By: /s/ Chris Marshall
                                    ------------------------------------------
                                    Chris Marshall, President and Chief
                                    Executive Officer

         In accordance with the requirements of the Securities Act of 1933, this
Registration Statement was signed by the following persons in the capacities and
on the dates stated.


Signatures                      Title                   Date
----------                      -----                   ----

/s/ Walter Grieves              Director                October 30, 2003
-----------------------
Walter Grieves
                                      

EX-4.1 TXT

ex4_1.txt

                                      <PAGE>

                                                                     Exhibit 4.1

                          2002 STOCK COMPENSATION PLAN


1.       Purpose of Plan

         1.1 This 2002 Compensation Plan, a non-qualified  Employee Stock Option
Compensation  Plan,  (the  "Plan")  of  NewCom  International,  Inc.,  a  Nevada
corporation   (the  "Company")  for  employees,   directors  and  other  persons
associated  with the Company,  is intended to advance the best  interests of the
Company by providing those persons who have a substantial responsibility for its
management  and  growth  with  additional  incentive  and  by  increasing  their
proprietary interest in the success of the Company,  thereby encouraging them to
maintain their  relationships  with the Company.  Further,  the availability and
offering of stock options and common stock under the Plan supports and increases
the Company's  ability to attract and retain  individuals of exceptional  talent
upon whom, in large measure, the sustained progress, growth and profitability of
the Company depends.

2.       Definitions

         2.1 For Plan purposes,  except where the context might clearly indicate
otherwise, the following terms shall have the meanings set forth below:

         "Board" shall mean the Board of Directors of the Company.

         "Committee"  shall  mean  the  Compensation  Committee,  or such  other
committee  appointed  by the  Board,  which  shall  designated  by the  Board to
administer the Plan, or the Board if no committees  have been  established.  The
Committee  shall  composed  of three or more  persons  as from  time to time are
appointed to serve by the Board. Each member of the Committee,  while serving as
such, shall be a disinterested person with the meaning of Rule 16b-3 promulgated
under the Securities Exchange Act of 1934 (the "Exchange Act").

         "Common Stock" shall mean the Company's  Common Stock,  $0.01 par value
per share or such other shares or securities  in the event that the  outstanding
Common Stock are hereafter changed into or exchanged for different securities of
the Company.

         "Company" shall mean NewCom International,  Inc., a Nevada corporation,
and any parent or subsidiary corporation of NewCom International,  Inc., as such
terms are  defined in  Sections  425(e) and  425(f),  respectively,  of Internal
Service Code (the "Code").

         "Fair Market" shall mean, with respect to the date a given stock option
is granted or exercised,  the average of the highest and lowest  reported  sales
prices of the Common Stock, as reported by such responsible  reporting  services
as the  Committee  may select,  or if there were no  transactions  in the Common
Stock on such day, then the last preceding day on which transactions took place.
The above  withstanding,  the  Committee  may determine the Fair Market Value in
such  other  matter as it may deem more  equitable  for Plan  purposes  or as is
required by applicable laws or regulations.




                                       1
<PAGE>

         "Optionee"  shall mean an employee of the company who has been  granted
one or more Stock Option under the Plan.

         "Optionee Shares" shall mean shares of Common Stock which are issued by
the Company pursuant to Section 5, below.

         "Common  Stockholder" means the employee of, consultant to, or director
of the  Company  or other  person  to whom  shares of  Common  Stock are  issued
pursuant to this Plan.

         "Common  Stock  Agreement"  means  an  agreement  executed  by a Common
Stockholder and the Company as  contemplated by Section 5, below,  which imposes
on the shares of Common Stock held by the Common  Stockholder such  restrictions
as the Board or Committee deem appropriate.

         "Stock Option" or  "Non-Qualified  Stock Option" or "NQSO" shall mean a
stock option granted pursuant to the terms of the Plan.

         "Stock Option  Agreement" shall mean the agreement  between the Company
and the Optionee under which the Optionee may purchase Common Stock hereunder.

3.       Administration of the Plan

         3.1 The Committee shall administer the Plan and  accordingly,  it shall
have full power to grant Stock Options and Common Stock,  construe and interpret
the Plan,  establish rules and regulations and perform all other acts, including
the delegation of  administrative  responsibilities,  it believes  reasonable an
proper.

         3.2 The  determination  if those  eligible to receive Stock Options and
Common  Stock,  and the amount,  type and timing of each grant and the terms and
conditions of the respective stock option agreement and other stock compensation
agreements  shall rest in the sole  discretion o the  Committee,  subject to the
provisions of the Plan.

         3.3 The Committee  may cancel any Stock Options  awarded under the Plan
if an Optionee conducts himself in a manner which the Committee determines to be
inimical  to the best  interest  of the  Company,  as set  forth  more  fully in
paragraph 8 of Article 11 of the Plan.

         3.4 The Board,  or the  Committee,  may correct any defect,  supply any
omission or reconcile  any  inconsistency  in the Plan,  or in any granted Stock
Option, in the manner and to the extent it shall deem necessary to carry it into
effect.



                                       2
<PAGE>

         3.5 Any decision  made, or action taken,  by the Committee or the Board
arising out of or in connection with the  interpretation  and  administration of
the Plan shall be final and conclusive.

         3.6 Meetings of the Committee shall be held at such times and places as
shall be determined by the Committee. A majority of the members of the Committee
shall  constitute a quorum for the  transaction  of business,  and the vote of a
majority of those  members  present at any  meeting  shall  decide any  question
brought  before that  meeting.  In addition,  the  Committee may take any action
otherwise  proper  under  the Plan by the  affirmative  vote,  taken  without  a
meeting, of a majority of its members.

         3.7 No member of the Committee  shall be liable for any act or omission
of any other member of the Committee or for any act or omission on his own part,
including,  but not limited to, the exercise of any power or discretion given to
him under the Plan,  except those  resulting  from his own gross  negligence  or
willful misconduct.

         3.8 The Company,  through its management,  shall supply full and timely
information  to the  Committee  on all matters  relating to the  eligibility  of
Optionees,  their  duties  and  performance,  and  current  information  on  any
Optionee's  death,  retirement,  disability or other  termination of association
with the Company,  and such other  pertinent  information  as the  Committee may
require.  The Company shall  furnish the Committee  with such clerical and other
assistance as is necessary in the performance of its duties hereunder.

4.       Shares Subject to the Plan

         4.1 The total number of shares of the Company  available  for grants of
Stock Options and Compensation  Stock under the Plan shall be Seventeen  Million
(17,000,000) shares,  subject to adjustment for the anti-dilutive  provisions in
accordance  with Article 7, of the Plan,  which shares may be either  authorized
but unissued or reacquired Common Stock of the Company.

         4.2 If a Stock Option or portion thereof shall expire ore terminate for
any reason  without  having been  exercised  in full,  the  un-purchased  shares
covered by such NQSO shall be available for future grants of Stock Options.

5.       Award of Common Stock

         5.1  The  Board  or  Committee  from  time  to  time,  in its  absolute
discretion,  may (a) award  Common Stock to employees  of,  consultants  to, and
directors of the Company,  and such other  persons as the Board or Committee may
select,  and (b) permit Holders of Common Stock Options to exercise such Options
prior to full vesting  therein and hold the Common Stock issued upon exercise of
the Option as Common Stock. In either such event, the owner of such Common Stock
shall  hold  such  stock  subjects  to such  vesting  schedule  as the  Board or
Committee  may impose or such vesting  schedule to which the Option was subject,
as determined in the discretion of the Board or Committee.
         5.2  Common  Stock  shall be issued  only  pursuant  to a Common  Stock
Agreement, which shall be executed by the Common Stockholder and the Company and
which shall contain such terms and  conditions  as the Board or Committee  shall
determine  consistent with this Plan, including such restrictions on transfer as
are imposed by the Common Stock Agreement.



                                       3
<PAGE>

         5.3  Upon  delivery  of the  shares  of  Common  Stock  to  the  Common
Stockholder, below, the Common Stockholder shall have, unless otherwise provided
by the Board or Committee,  all the rights of a stockholder with respect to said
shares, subject to the restrictions in the Common Stock Agreement, including the
right to receive all dividends and other distributions paid or made with respect
to the Common Stock.

         5.4 Notwithstanding anything in this Plan or any Common Stock Agreement
to the contrary, no Common Stockholders may sell or otherwise transfer,  whether
or not for value,  any of the Common Stock prior to the date on which the Common
Stockholder is vested therein.

         5.5 All shares of Common Stock issued  under this Plan  (including  any
shares of Common Stock and other securities issued with respect to the shares of
Common Stock as a result of stock dividends,  stock splits or similar changes in
the capital  structure of the Company) shall be subject to such  restrictions as
the Board or Committee shall provide,  which  restrictions may include,  without
limitations,  restrictions  concerning  voting  rights,  transferability  of the
Common Stock and restrictions  based on duration of employment with the Company,
Company  performance  and  individual  performance;  provided  that the Board or
Committee  may,  on  such  terms  and  conditions  as  it  may  determine  to be
appropriate,  remove any or all of such  restrictions.  Common  Stock may not be
sold or encumbered until all applicable  restrictions have terminated or expire.
The  restrictions,  if an,  imposed by the Board or Committee of the Board under
this Section 5 need not be identical for all Common Stock and the  imposition of
any  restrictions  with  respect  to any  Common  Stock  shall not  require  the
imposition  of the same or any  other  restrictions  with  respect  to any other
Common Stock.

         5.6 Each Common Stock  Agreement  shall  provide that the Company shall
have the right to repurchase  from the Common  Stockholder  the unvested  Common
Stock  upon  a  termination  of  employment,   termination  of  directorship  or
termination of a consultancy  arrangement,  as  applicable,  at a cash price per
share equal to the purchase price paid by the Common Stockholder for such Common
Stock.

         5.7 In the  discretion  of the Board or  Committee,  the  Common  Stock
Agreement  may provide  that the Company  shall have the right of first  refusal
with respect to the Common  Stock and a right to  repurchase  the vested  Common
Stock  upon a  termination  of the  Common  Stockholder's  employment  with  the
Company, the termination of the Common Stockholder's consulting arrangement with
the Company,  the termination of Common  Stockholder's  service on the Company's
Board, or such other events as the Board or Committee may deem appropriate.



                                       4
<PAGE>

         5.8 The Board or Committee shall cause a legend or legends to be placed
on  certificates  representing  shares  of  Common  Stock  that are  subject  to
restrictions  under Common Stock Agreements,  which legend or legends shall make
appropriate reference to the applicable restrictions.

6.       Stock Option Term and Conditions

         6.1 Consistent with the Plan's purpose, Stock Options may be granted to
non-employee directors of the Company or other persons who are performing or who
have been engaged to perform  services of special  importance to the management,
operation or development of the Company.

         6.2 All Stock  Options  granted under the Plan shall be evidenced by an
agreement which shall be subject to applicable  provisions of the Plan, and such
other provisions as the Committee may adopt,  including the provisions set forth
in paragraphs 2 through 11 of this Section 6, in the form  substantially  in the
form as the Stock Option  Agreement as that attached to this Plan as Exhibit "A"
(the "Stock Option Agreement").

         6.3 All Stock  Options  granted  hereunder  must be granted  within ten
years from the  earlier of the date of this Plan is adopted or  approved  by the
Company's shareholders.

         6.4 No Stock Option granted to any employee or 10% Shareholder shall be
exercisable  after  the  expiration  of ten  years  from the date  such  NQSO is
granted. The Committee,  in its discretion,  may provide that an Option shall be
exercisable during such ten-year period or during any lesser period of time.

                  The Committee may establish  installment  exercise terms for a
Stock  Option  such  that the NQSO  becomes  fully  exercisable  in a series  of
cumulating portions.  If an Optionee shall not, in any given installment period,
purchase all the Common Stock which such Optionee is entitled to purchase within
such installment  period, such Optionee's right to purchase any Common Stock not
purchased in such  installment  period shall  continue  until the  expiration or
sooner  termination of such NQSO. The Committee may also accelerate the exercise
of any NQSO,  with mutual  written  consent of the holders of any Stock Options.
However, no NQSO, or any portion thereof, may exercisable until thirty (30) days
following date of grant ("30-Day Holding Period.").

         6.5 A Stock Option, or portion thereof,  shall be exercised by delivery
of (i) a written  notice of  exercise to the  Company  specifying  the number of
Common Stock to be purchased,  and (ii) payment of the full price of such Common
Stock, as fully set forth in paragraph 6 of this Section 6.

              No NQSO or installment  thereof shall be  exercisable  except with
respect to whole shares,  and fractional  shares  interest shall be disregarded.
Not less than 100 Common  Stock may be  purchased  at one time unless the number
purchased is the total number at the time available for purchase under the NQSO.
Until  the  Common  Stock  represented  by an  exercised  NQSO are  issued to an
Optionee, he shall have none of the rights of a shareholder.



                                       5
<PAGE>

         6.6 The exercise price of a Stock Option,  or portion  thereof,  may be
paid:

              A. In  United  States  dollars,  in cash  or by  cashier's  check,
certified check, bank draft or money order,  payable to the order of the Company
in an amount equal to the option price; or

              B. At the  discretion  of the  Committee,  through the delivery of
full paid and nonassessable Common Stock, with an aggregate Fair Market Value on
the date the NQSO is exercised equal to the option price, provided such tendered
Shares  have been  owned by the  Optionee  for at least  one year  prior to such
exercise; or

              C. By a combination of both A and B above; or

              D. By a secured Promissory Note, secured by equity approved by the
Committee. The Committee shall determine acceptable methods for tendering Common
Stock as payment upon exercise of a Stock Option and may impose such limitations
and  prohibitions  on the use of Common  Stock to exercise an NQSO,  as it deems
appropriate.

         6.7 With the  Optionee's  consent,  the  Committee may cancel any Stock
Option issued under this Plan and issue a new NQSO to such Optionee.

         6.8 Except by will or the laws of descent and distribution, no right or
interest  in any Stock  Option  granted  under the Plan shall be  assignable  or
transferable,  and no right or interest of any Optionee  shall be liable for, or
subject to, any lien,  obligation  or liability of the  Optionee.  Stock Options
shall be exercisable during the Optionee's  lifetime only by the Optionee or the
duly appointed legal representative of an incompetent Optionee.

         6.9 If the  Optionee  shall die while  associated  with the  Company or
within  three  months  after  termination  of  such  association,  the  personal
representative or administrator of the Optinee's estate or the person(s) to whom
an NQSO granted hereunder shall have been validly  transferred by such personal,
representative  or administrator  pursuant to the Optionee's will or the laws of
descent and distribution, shall have the right to exercise the NQSO for one year
after the date of such  termination  of employment by death,  and (ii) such NQSO
was not exercised,  and (iii) the exercise period may not be extended beyond the
expiration of the term of the Option.

              No transfer of a Stock Option by the will of an Optionee or by the
laws of descent and  distribution  shall be effective to bind by Company  unless
the  Company  shall  have   furnished   with  written   notice  thereof  and  an
authenticated  copy of the will and/or such other  evidence as the Committee may
deem  necessary to establish  the validity o the transfer and the  acceptance by
the transferee or transferee of the terms and conditions of such Stock Option.



                                       6
<PAGE>

         In  the  event  of  death  following   termination  of  the  Optionee's
association  with the Company while any portion of an NQSO remains  exercisable,
the Committee,  in its discretion,  may provide for an extension of the exercise
period  of up to one  year  after  the  Optionee's  death  but  not  beyond  the
expiration of the term of the Stock Option.

         6.10 Any Optionee who disposes of Common Stock acquired on the exercise
of a NQSO by sale or exchange  either (i) within two years after the date of the
grant of the NQSO under  which the stock was  acquired,  or (ii) within one year
after  the  acquisition  of  such  Shares,  shall  notify  the  Company  of such
disposition  and of the amount realized upon such  disposition.  The transfer of
Common Stock may also be made under applicable  provisions of the Securities Act
of 1933, as amended.

7.       Adjustments or Changes in Capitalization

         7.1 In the event that the  outstanding  Common Stock of the Company are
hereafter  changed into or exchanged for a different number or kind of shares or
other  securities  of the  Company  by reason of  merger,  consolidation,  other
reorganization, recapitalization, combination of shares, stock split-up or stock
dividend:

                  A.  Prompt,  proportionate,  equitable,  lawful  and  adequate
adjustment  shall be made of the aggregate  number and kind of shares subject to
Stock Options which may be granted under the Plan,  such that the Optionee shall
have the right to purchase  such Common  Stock as may be issued in exchange  for
the  Common  Stock  purchasable  on  exercise  of  the  NQSO  has  such  merger,
consolidation,   other   reorganization,   recapitalization,   reclassification,
combination  of  shares,  stock  split-up  or stock  dividend  not taken  place,
provided however that, notwithstanding anything in this Plan to the contrary the
number of Plan shares shall not be affected or altered in any way by reason of a
reverse split of the Company's Common Stock;

                  B. Rights under  unexercised Stock Options or portions thereof
granted  prior to any such  change,  both as to the number or kind of shares and
the exercise  price per share,  shall be adjusted  appropriately,  provided that
such  adjustments  shall be made  without  change  in the total  exercise  price
applicable to he unexercised  portion of such NQSO's but by an adjustment in the
price  for  each  share   covered  by  such  NQSO's,   provided   however  that,
notwithstanding anything in this Plan to the contrary, the number of Plan Shares
shall not be affected or altered in any way by reason of a reverse  split of the
Company's Common Stock;

                  C. Upon any  dissolution  or liquidation of the Company or any
merger or combination in which the Company is not a surviving corporation,  each
outstanding  Stock Option granted  hereunder shall  terminate,  but the Optionee
shall have the right, immediately prior to such dissolution, liquidation, merger
or combination,  to exercise his NQSO in whole part, to the extent that it shall
not have been exercised,  without regard to any installment  exercise provisions
in such NQSO.



                                       7
<PAGE>

                  D.  Pursuant  to  Title  17,  Chapter  II,  Part   230.416(a),
notwithstanding anything contained in the Plan to cover the contrary,  including
any  adjustments  discussed  in this  Paragraph  7,  the  Plan  Shares  shall be
anti-dilutive  in the event of a reverse  stock  split by the  Company,  i.e.  a
reverse  stock split by the Company  shall not affect or result in any reduction
in the number of Plan Shares remaining in the Plan at the effective time of such
reverse stock split(s).

         7.2 The  foregoing  adjustments  and the manner of  application  of the
foregoing  provisions  shall  be  determined  solely  by  the  Committee,  whose
determination as to what adjustments shall be made and the extent thereof, shall
be final, binding and conclusive. No fractional Shares shall be issued under the
Plan on account of any such adjustments.

8.       Merger, Consolidation or Tender Offer

         8.1 If the  Company  shall be a party  to a  binding  agreement  to any
merger,  consolidation or reorganization or sale of substantially all the assets
of the Company,  each  outstanding  Stock Option shall  pertain and apply to the
securities  and/or property which a shareholder of the number of Common Stock of
the Company  subject to the NQSO would be  entitled to receive  pursuant to such
merger, consolidation or reorganization or sales of assets.

8.2      In the event that:

                  A. Any person other than the Company  shall  acquire more than
20% of the Common Stock of the Company through a tender offer, exchange offer or
otherwise;

                  B. A change in the  "control" of the Company  occurs,  as such
term is defined in Rule 405 under the Securities Act of 1933;

                  C. There  shall be a sale of all or  substantially  all of the
assets of the Company;

any then  outstanding  Stock  Option held by an  Optionee,  who is deemed by the
Committee to be a statutory  officer  ("Insider")  for purposes of Section 16 of
the Securities  Act of 1934 shall be entitled to receive,  subject to any action
by the Committee  revoking such an entitlement as provided for below, in lieu of
exercise of such Stock Option, to the extent that it is then exercisable, a cash
payment in an amount  equal to the  difference  between the  aggregate  exercise
price  such  NQSO,  or  portion  thereof,  and,  (i) in the event of an offer or
similar  event,  the final offer price per share paid for Common Stock,  or such
lower price as the  Committee may determine to conform an option to preserve its
Stock Option  status,  times and number of Common  Stock  covered by the NQSO or
portion  thereof,  or (ii) in the case of an event covered by B or C above,  the
aggregate  Fair  Market of the  Common  Stock  covered  by the Stock  Option,  s
determined by the Committee at such time.



                                       8
<PAGE>

         8.3 Any  payment  which the  Company is  required  to make  pursuant to
paragraph 8.2 of this Section 8 shall be made within 15 business days, following
the event which results in the Optionee's right to such payment. In the event of
a tender offer in which fewer than all the shares which are validly  tendered in
compliance  with such are purchased or exchanged,  then only that portion of the
shares covered by an NQSO as results from multiplying such shares by a fraction,
the numerator of which is the number of Common Stock tendered in compliance with
such offer shall be used to determine the payment thereupon.  To the extent that
all or any portion of a Stock Option shall be affected by this provision, all or
such portion of the NQSO shall be terminated.

         8.4  Notwithstanding  paragraphs  8.1 and 8.3 of this  Section  8,  the
Committee  may,  by  unanimous  vote and  resolution,  unilaterally  revoke  the
benefits of the above provisions;  provided, however, that such vote is taken no
later than ten business days following  public  announcement of the intent of an
offer or the change of control, whichever occurs earlier.

9.       Amendment and Termination of Plan

         9.1 The  Board  may at any  time,  and from  time to time,  suspend  or
terminate  the Plan in  whole  or in part or amend it from  time to time in such
respects  as the  Board may deem  appropriate  and in the best  interest  of the
Company.

         9.2 No amendment, suspension or termination of this Plan shall, without
the Optionee's  consent,  alter or impair any of the rights or obligations under
any Stock Option theretofore granted to him under the Plan.

         9.3 The Board may amend the  Plan,  subject  to the  limitations  cited
above,  in such  manner as it deems  necessary  to permit the  granting of Stock
Options meeting the requirements of future amendments or issued regulations,  if
any, to the Code.

         9.4 No NQSO may be granted  during any  suspension of the Plan or after
termination of the Plan.

10.      Government and Other Regulations

         10.1 The  obligation  of the  Company to issue,  transfer  and  deliver
Common Stock for Stock Options  exercised under the Plan shall be subject to all
applicable laws, regulations,  rules, orders and approval which shall then be in
effect and  required by the relevant  stock  exchanges on which the Common Stock
are traded and by government  entities as set forth below or as the Committee in
its  sole  discretion  shall  deem  necessary  or  advisable.  Specifically,  in
connection  with the  Securities  Act of 1933, as amended,  upon exercise of any
Stock Option, the Company shall not be required to issue Common Stock unless the
Committee  has  received  evidence  satisfactory  to it to the  effect  that the
Optionee  will not  transfer  such  shares  except  pursuant  to a  registration
statement in effect under such Act or unless an opinion of counsel  satisfactory
to the  Company  has been  received  by the  Company  to the  effect  that  such
registration  is not  required.  Any  determination  in this  connection  by the
Committee shall be final, binding and conclusive.  The Company may, but shall in
no event be obligated,  to take any other  affirmative  action in order to cause
the exercise of a Stock Option ore the issuance of Common Stock pursuant thereto
to comply with any law or regulation of any government authority.



                                       9
<PAGE>

11.      Miscellaneous Provisions

         11.1 No  person  shall  have any  claim or right to be  granted a Stock
Option or Common Stock under the Plan,  and the grant of an NQSO or Common Stock
under  the  Plan  shall  not be  construed  as  giving  an  Optionee  or  Common
Stockholder  the right to be retained by the Company.  Furthermore,  the Company
expressly  reserves the right at any time to terminate its relationship  with an
Optionee with or without cause, free from any liability,  or any claim under the
Plan,  except as provided herein,  in an option  agreement,  or in any agreement
between the Company and the Optionee.

         11.2 Any  expenses  of  administering  this Plan  shall be borne by the
Company.

         11.3 The payment  received  from  Optionee  from the  exercise of Stock
Options under the Plan shall be used for the general  corporate  purposes of the
Company.

         11.4 The place of  administration  of the Plan shall be in the State of
California, and the validity, construction,  interpretation,  administration and
effect of the Plan and of its rules and regulations,  and rights relating to the
Plan,  shall be determined  solely in  accordance  with the laws of the State of
California.

         11.5 Without  amending the Plan,  grants may be made to persons who are
foreign  nationals or employed outside the United States, or both, on such terms
and  conditions,  consistent  with the  Plan's  purpose,  different  from  those
specified in the Plan as may, in the judgment of the Committee,  be necessary or
desirable to create  equitable  opportunities  given  differences in tax laws in
other countries.

         11.6 In addition,  to such other rights of  indemnification as they may
have as  members of the Board or the  Committee,  the  members of the  Committee
shall be  indemnified by the Company  against all costs and expenses  reasonably
incurred by them in connection with any action, taken or failure to act under or
in connection with the Plan or any Stock Option granted thereunder,  and against
all amounts paid by them in  settlement  thereof  (provided  such  settlement is
approved by independent  legal counsel  selected by the Company) or paid by them
in satisfaction of a judgment in any such action,  suit or proceeding,  except a
judgment base upon a finding of a bad faith;  provided that upon the institution
of any such action,  suit or proceeding a Committee  member  shall,  in writing,
given the Company  notice  thereof and an  opportunity,  at its own expense,  to
handle and defend the same, with counsel acceptable to the Optionee, before such
Committee member undertakes to handle and defend it on his own behalf.

         11.7 Stock Options may be granted under this Plan from time to time, in
substitution  for stock options held by employees of other  corporations who are
about  to  become  employees  of  the  Company  as the  result  of a  merger  or


                                       10
<PAGE>

consolidation  of the employing  corporation with the Company or the acquisition
by the  Company  of  stock of the  employing  corporation  as a result  which it
becomes a subsidiary of the Company.  The terms and conditions set forth in this
Plan to such  extent as the Board of  Directors  of the  Company  at the time of
grant may be deem appropriate to conform, in whole or in part, to the provisions
of the stock  options in  substitution  for which they are granted,  but no such
variations  shall be such as to affect the status of any such  substitute  stock
options as a stock option under Section 422A of the Code.

         11.8  Notwithstanding  anything  to the  contrary  in the Plan,  of the
Committee  finds by a  majority  vote,  after  full  consideration  of the facts
presented on behalf of both the Company and the Optionee,  that the Optionee has
been engaged in fraud,  embezzlement,  theft,  insider  trading in the Company's
stock,  commission  of a  felony  or  proven  dishonesty  in the  course  of his
association  with the Company or any  subsidiary  corporation  which damaged the
Company or any subsidiary  corporation,  or for disclosing  trade secrets of the
Company  or  any  subsidiary  corporation  ,  the  Optionee  shall  forfeit  all
unexercised  Stock Options and all exercised  NQSO's under which the Company has
not yet delivered the  certificates  and which have been earlier  granted to the
Optionee by the  Committee.  The decision of the Committee as to the cause of an
Optionee's  discharge  and the damage  done to the  Company  shall be final.  No
decision of the Committee,  however,  shall affect the finality of the discharge
of such Optionee by the Company or any subsidiary corporation in any manner.

12.      Written Assignment

              12.1 Each Stock Option  granted  hereunder  shall be embodied in a
written  Stock  Option  Agreement  which  shall  be  subject  to the  terms  and
conditions  prescribed  above and shall be  signed  by the  Optionee  and by the
President  or any  Vice  President  of the  Company,  for and in the name and on
behalf of the Company.  Such Stock  Option  Agreement  shall  contain such other
provisions as the Committee, in its discretion shall be deem advisable.

IN WITNESS WHEREOF, this Plan has been executed effective as of July 1, 2002.


                                NEWCOM INTERNATIONAL, INC.,
                                a Nevada Corporation



                                /s/ Walter Grieves
                                -------------------------------------------
                                Walter Grieves, President and Chief
                                Executive Officer





                                       11
<PAGE>

                                   Exhibit "A"
                       To the 2002 STOCK COMPENSATION PLAN
                             STOCK OPTION AGREEMENT

THIS STOCK OPTION AGREEMENT ("Option") is entered into effective the ____ day of
__________  2002, by and between  _____________________  ("Optionee") and NewCom
International, Inc., a Nevada corporation (the "Company").

         WHEREAS,  the Company and Optionee are parties to  ___________________,
(the "Agreement") and,  contemporaneously  with any execution of this option, in
consideration for and as an inducement for Optionee entering into the Agreement,
the Company has agreed to issue to  Optionee  options to purchase  shares of its
$.001 par value common stock (the "Common Stock")

         NOW, THEREFORE, for and in consideration of the mutual promises herein,
and for other good and valuable  consideration,  the receipt and  sufficiency of
which are hereby acknowledged, and subject to the terms and conditions set forth
below, Optionee and the Company agree as follows:

1.       The Option

         In consideration for Optionee entering into the Amendment,  the Company
hereby   grants  to  Optionee   the  Option  to  acquire   _____________________
(__________)  shares of its Common  Stock (the "Option  Shares"),  at a purchase
price (each, an "Option Price") as follows:

2.       Terms and Exercise of Option

A)       Terms of Option.  Subject to the terms of this Option,  Optionee  shall
         have the right to  exercise  the Option in whole or in part,  until the
         fifth (5th) anniversary of Optionee's execution hereof.

B)       Exercise of the Option.  The Option may be exercised  either in full or
         in part and from time to time by Optionee  upon  written  notice to the
         Company  setting  out the  number  of  Option  Shares  to be  purchased
         accompanied by payment of the  applicable  portion of the Option Price,
         utilizing  the Notice of Exercise  substantially  in the form  attached
         hereto as Schedule 1 (the "Notice of Exercise")

C)       Issuance  of Option  Shares.  Upon  receipt of notice of  exercise  and
         payment of the Option Price,  the Company shall  immediately  cause the
         delivery of the Option Shares so purchased to Optionee, or in such name
         or  names as  Optionee  may  designate.  In the  event  the  Option  is
         exercised in respect of less than all of the Option Shares  purchasable
         on such  exercise at any time prior to the date of  expiration  hereof,
         the remaining  Option Shares shall continue to be subject to adjustment
         as set forth in paragraph 3 hereof.



                                       12
<PAGE>

3.       Adjustment of Option Shares

         The number of Option Shares  purchasable  pursuant to this Option shall
         be  subject  to  adjustment  from  time to time upon the  happening  of
         certain events, as follows:

         A)       Adjustment  for  Recapitalization.  In the event  the  Company
                  shall (a) subdivide its outstanding shares of Common Stock, or
                  (b) issue or convert by a reclassification or recapitalization
                  of its shares of Common Stock into, for, with other securities
                  (a   "Recapitalization"),   the   number  of   Option   Shares
                  purchasable     hereunder     immediately    following    such
                  Recapitalization  shall be adjusted so that Optionee  shall be
                  entitled  to receive  the kind and number of Option  Shares or
                  other  securities  of the Company  Measured as a percentage of
                  the current issued and outstanding  shares of Company's Common
                  Stock as of the date hereof, which it would have been entitled
                  to receive has such Option been exercised immediately prior to
                  the  happening  of such event or any record date with  respect
                  thereto;  provided however that,  notwithstanding  anything in
                  this Plan to the contrary,  the number of Plan Shares shall be
                  affected or altered in any way by reason of a reverse split of
                  the  Company's  Common Stock,  and that any  adjustment to the
                  Option Price shall not exceed  _________ in event of a reverse
                  split of the Company's Common Stock.

         B)       Preservation of Purchase Rights Under  Consolidation.  Subject
                  to paragraph 3.A.  above, in case of any  Recapitalization  or
                  any other  consolidation  of the Company with or merger of the
                  Company  into another  corporation,  or in case of any sale or
                  conveyance  top  another  corporation  of the  property of the
                  Company  as an  entity  or  substantially  as an  entity,  the
                  Company shall prior to closing of such transaction, cause such
                  successor or  purchasing  corporation,  as the case may be, to
                  acknowledge  and  accept   responsibility  for  the  Company's
                  obligations   hereunder  and  to  grant   Optionee  the  right
                  thereafter  upon  payment of the Option  Price to purchase the
                  kind and amount of shares and other  securities  and  property
                  which he would  have  owned or have been  entitled  to receive
                  after the  happening of such  consolidation,  merger,  sale or
                  conveyance.  The provisions of this paragraph  shall similarly
                  apply  to  successive   consolidations,   mergers,   sales  or
                  conveyances.

         C)       Notice of  Adjustment.  Whenever  the number of Option  Shares
                  purchasable  hereunder is adjusted,  as herein  provided,  the
                  Company shall mail by first class mail,  postage  prepaid,  to
                  Optionee  notice  such  adjustments,   and  shall  deliver  to
                  Optionee   setting   forth  the   adjustment,   including  the
                  computation by which such adjustment was made.




                                       13
<PAGE>
<PAGE>



4.       Assignment

The rights  represented  by this Option may only be assigned or  transferred  by
Optionee to an affiliate or  retirement  plan,  or to a trust if affected as the
result of estate planning.  For the purpose of this Option, the term "affiliate"
shall  be  defined  as a  family  member  or an  enterprise  that  directly,  or
indirectly through one or more intermediaries, controls, or controlled by, or is
under common control of Optionee;  otherwise,  this Option and rights  hereunder
shall not be assigned by either party hereto.

5.       Counterparts

This Option 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. A facsimile, telecopy or other reproduction of this
instrument  may be executed by one or more parties hereto and such executed copy
may be delivered by facsimile or 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  instrument  as well as any  facsimile,
telecopy or other reproduction hereof.

6.       Further Documentation

Each party hereto agrees to execute such  additional  instruments  and take such
action  as may be  reasonably  requested  by  the  other  party  to  affect  the
transaction, or otherwise to carry out the intent and purposes of this Option.

7.       Notices

All notices and other communications  hereunder shall be in writing and shall be
sent by prepaid first class mail to the parties at the following  addresses,  as
amended by the parties with written notice to


To Optionee:

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

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

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

                Telephone:  (      )
                Facsimile:  (      )

To the Company: NewCom International, Inc.
                4695 MacArthur Crt. #1430
                Newport Beach, California 92660
                Telephone: (949) 717-0626
                Facsimile: (949) 717-0613



                                       14
<PAGE>

8.       Governing Law

This Option was  negotiated,  and shall be  governed by the laws of  California,
County of Orange notwithstanding any conflict-of-law provision to the contrary.

9.       Entire Option

This Option set forth the entire understanding between the parties hereto and no
other prior  written or oral  statement or  agreement  shall be  reorganized  or
enforced.

10.      Severability

If a court of component jurisdiction  determines that any clause or provision of
this  Option  is  invalid,  illegal  or  unenforceable,  the other  clauses  and
provisions  of the Option  shall  remain in full force and effect and the clause
and provisions which are determined to be void,  illegal or unenforceable  shall
be limited,  so that they shall  remain in effect to the extent  permissible  by
law.

11.      Headings

The Section and subsection  headings in this Option are inserted for convenience
only and  shall not  affect in any way the  meaning  or  interpretation  of this
Option.

IN WITNESS WHEREOF, the parties have executed this Option the day and year first
written above.


                                                "Optionee"




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

                                                The "Company"

                                                NewCom International, Inc.
                                                a Nevada Corporation


                                                By:
                                                   -------------------------
                                                   Name:
                                                   Title:



                                       15
<PAGE>

                                    Exhibit A
                          To the Stock Option Agreement

                               NOTICE OF EXERCISE



To:      NewCom International, Inc.


         (1) The  undersigned  hereby elects to purchase  shares of Common Stock
(the "Exercised Shares") of NewCom International,  Inc. pursuant to the terms of
the attached  2002-III Stock  Compensation  Plan (the "2002 Plan"),  and tenders
herewith  payments of the exercise price for the Exercise Shares,  together with
all applicable transfer taxes, if any.

         (2)  Please  issue  a  certificate  or  certificates  representing  the
Exercised  Shares  in the  name  the  undersigned  or in such  other  name as is
specified below:




                ---------------------------------------
                (Name)


                ---------------------------------------
                (Address)



Dated:


                                        ---------------------------------------
                                        Signature








                                       16
<PAGE>

Optionee: _____________________            Date of Grant: _____________________


                                    Exhibit B
                          To the Stock Option Agreement

<TABLE>
<CAPTION>
----------------------- --------------------- -------------------- --------------------- --------------------
         DATE               SHARES PURCHSED    PAYMENT RECEIVED     UNEXERCISED SHARES     ISSUING OFFICER
                                                                        REMAINING             INITIALS
----------------------- --------------------- -------------------- --------------------- --------------------
<S>                     <C>                     <C>                     <C>                     <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

----------------------- --------------------- -------------------- --------------------- --------------------
</TABLE>





                                       17
                                      

EX-5.1 TXT

ex5_1.txt

                                                            [Spectrum Law Group, LLP LETTERHEAD]


                                                                     Exhibit 5.1


                                October 30, 2003

NewCom International, Inc.
2102 Business Center Drive, Suite 130
Irvine, California 92612

Gentlemen:

         As special counsel for NewCom International,  Inc. (the "Company"),  we
have examined its Articles of  Incorporation  and Bylaws,  as amended,  and such
other corporate records, documents and proceedings, and such questions of law as
we have deemed  relevant for the purpose of this opinion.  We have also, as such
counsel,  examined the  registration  statement of the Company on Form S-8 to be
filed by the Company with the  Securities  and Exchange  Commission  on or about
October 29, 2003 (the "Registration  Statement") covering the registration under
the Securities Act of 1933, as amended,  an aggregate of up to 1,000,000  shares
of common  stock,  $.001 par value (the  "Shares") to be issued  pursuant to the
NewCom International Inc. 2002 Stock Compensation Plan (the "Plan").

         Upon the  basis of such  examination,  we are of the  opinion  that the
Shares will be, when issued and sold in the manner referred to in the Plan, duly
and validly issued as fully paid and non-assessable securities of the Company.

         We wish to advise  that  members  of this  firm who have  worked on the
Registration  Statement  and their  affiliates  have a right to receive  500,000
shares of common stock of the Company.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Registration Statement.

                                                 Very truly yours,

                                                 /s/ Spectrum Law Group, LLP
                                      

EX-23.2 TXT

ex23_1.txt

                                                                                                          EXHIBIT 23.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this  registration  statement on
Form S-8 of our report dated  September  29, 2003,  which appears on page F-1 of
the 2002 Annual Report on Form 10-KSB of Newcom International, Inc.

/S/ Pohl, McNabola, Berg & Co., LLP

October 29, 2003
                                      

EX-23.3 TXT

ex23_2.txt

                                                                                                          EXHIBIT 23.3

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this  registration  statement on
Form S-8 of our report  dated June 21,  2002,  which  appears on page F-2 of the
2002 Annual Report on Form 10-KSB of Newcom International, Inc.

/S/ MCKENNON WILSON & MORGAN LLP