BOBBY ALLISON WIRELESS CORP, 10KSB, 2000-03-30

BOBBY ALLISON WIRELESS CORP
10KSB, 2000-03-30
RADIO, TV & CONSUMER ELECTRONICS STORES

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-KSB

(Mark One)

[X] Annual Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934

For the fiscal year ended december 31, 1999, or

[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from _____________ to _____________.

Commission File Number: 000-22251

BOBBY ALLISON WIRELESS CORPORATION
- --------------------------------------------------------------------------------
(Name of Small Business Issuer in Its Charter)

FLORIDA 65-0674664
- ----------------------- -------------------
(State of Incorporation (I.R.S. Employer
or organization) Identification No.)

2055 Lake Avenue, S.E., Suite A, Largo, Florida 33771
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $.01 Per Share

Check whether the issuer: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
past 12 months (or for such shorter period that the Company was required to file
such reports), and (2) has been subject to such filing requirements for the past
90 days.

Yes [ ] No [X]

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B contained herein, and no disclosure will be
contained, to the best of Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for the most recent fiscal year. $14,754,491.

State the aggregate market value of the voting and non-voting common
equity held by non-affiliates computed by reference to the price at which the
common equity was sold, or the average bid and asked prices of such common
equity, as of a specified date within the past 60 days. $0.

Check whether the issuer has filed all documents and reports required
to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934
after the distribution of securities under a plan confirmed by a court.

Yes [ ] No [X]

State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date. 480,000 shares of Common
Stock, par value $.01 per share, as of March 20, 2000.

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In accordance with Rule 12b-32 of the Securities Exchange Act of 1934,
exhibits from the following documents are incorporated by reference into the
Index to Exhibits of this Form 10-KSB:

(i) The Registration Statement on Form SB-2 with respect to the
units of Bobby Allison Wireless Corporation f/k/a 2Connect
Express, Inc.(Commission File No. 333-15567) is incorporated
by in reference into Part III of this report.

(ii) The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
Inc. Quarterly Report on Form 10-QSB for the quarter ended
August 1, 1998 (Commission File No. 000-22251), is
incorporated by reference into Part III of this report.

(iii) The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
Inc. Current Report on Form 8-K for the event occurring on
August 27, 1998 (Commission File No. 000-22251), is
incorporated by reference into Part III of this report.

(iv) The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
Inc. Quarterly Report on Form 10-QSB for the quarter ended
October 31, 1998 (Commission File No. 000-22251), is
incorporated by reference into Part III of this report.

(v) The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
Inc. Current Report on Form 8-K for the event occurring on
December 31, 1998 (Commission File No. 000-22251), is
incorporated by reference into Part III of this report.

(vi) The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
Inc. Current Report on Form 8-K for the event occurring on
January 7, 1999 (Commission File No. 000-22251), is
incorporated in reference to Part III of this report.

(vii) The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
Inc. Current Report on Form 8-K for the event occurring on
March 1, 1999 (Commission File No. 000-22251), is incorporated
in reference to Part III of this report.

(viii) Amendment No. 1 to the Bobby Allison Wireless Corporation
f/k/a 2Connect Express, Inc. Quarterly Report on Form 10-QSB
for the quarter ended March 31, 1999 (Commission File No.
000-22251), is incorporated by reference into Part III of this
report.

(ix) The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
Inc. current report on Form 10-KSB for the year ended
December 31, 1999 (Commission File No. 000-22251), is
incorporated in reference to Part III of this report.

(x) Amendment No. 1 to the Bobby Allison Wireless Corporation
f/k/a 2Connect Express, Inc. current report on Form 10-KSB for
the year ended December 31, 1999 (Commission File No.
000-22251), is incorporated in reference to Part III of this
report.

(xi) The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
Inc. Quarterly Report on Form 10-QSB for the quarter ended
June 30, 1999 (Commission File No. 000-22251), is incorporated
by reference into Part III of this report.

(xii) The Bobby Allison Wireless Corporation f/k/a 2Connect Express,
Inc. Current Report on Form 8-K for the event occurring on
November 19, 1999 (Commission File No. 000-22251), is
incorporated in reference to Part III of this report.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

In connection with the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995 (the "Reform Act"), Bobby Allison Wireless
Corporation (together with its subsidiary, the "Company") is hereby providing
cautionary statements identifying important factors that could cause the
Company's actual results to differ materially from those projected in
forward-looking statements made by or on behalf of the Company herein or which
are made orally, whether in presentations, in response to questions or
otherwise. Any statements that express, or involve discussions as to
expectations, beliefs, plans, objectives, assumptions or future events or
performance (often, but not always through the use of words or phrases such as
"will result," "are expected to," "will continue," "is anticipated," "plans,"
"intends," "expects," "estimated," "projection," and "outlook") including
certain provisions of the Year 2000 Readiness Disclosure contained in Item 6
herein are not historical facts and accordingly, such statements involve
estimates, assumptions and uncertainties which could cause actual results to
differ materially from those expressed in the forward-looking statements. Such
uncertainties include, among others, the following factors: risks associated
with rapid growth and necessary financing therefor, the Company's ability to
successfully compete, dependence on carriers, technological change and inventory
obsolescence, dependence on key personnel and other risk factors that may emerge
from time to time. It is not possible for management to predict all of such
factors or to assess the effect of each such factor on the Company's business or
the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements.

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PART I

ITEM 1. DESCRIPTION OF BUSINESS.

THE COMPANY

GENERAL

Bobby Allison Wireless Corporation is a Florida corporation formerly
known as 2Connect Express, Inc. (the "Company") and operates through its wholly
owned subsidiary, Bobby Allison Wireless, Inc., a Florida corporation ("BAW").
Hereinafter, where appropriate, the "Company" shall also refer to the Company
and BAW collectively. The Company, headquartered in Largo, Florida, is an
enclosed regional mall-based specialty retailer of wireless communications
products and services for the individual and small business customer. As of
March 20, 2000, the Company operated 64 sales locations consisting of 36 in-line
stores, 26 kiosks and 2 retail merchandise units or RMUs (like kiosks but
smaller) under the name of either "Bobby Allison Cellular & Pager" or "Bobby
Allison Wireless". The Company also operates an e-commerce web-site under the
name "bobbyallisonwireless.com" located at "WWW.BOBBYALLISONWIRELESS.COM". All
of the Company's sales locations are located in regional malls throughout
certain South East and Mid-Atlantic states. Since the Company is headquartered
in and began operations in Florida, as of March 20, 2000, the majority of its
sales locations (42) are in the State of Florida. Beginning in 1999, however,
the Company began its expansion plans outside of the State of Florida and has
since expanded into the States of Georgia (14), South Carolina (3), North
Carolina (2), Virginia (2) and Tennessee (1).

The Company retails cellular and/or personal communication system
("PCS") wireless telephone services for each of AT&T Wireless Services,
AirTouch, Nextel, Powertel and SunCom and is authorized to sell each of their
services in the following markets:

CARRIER MARKET
------- ------
AT&T Wireless Services Florida/Georgia/North Carolina(*)
AirTouch Georgia
Nextel Georgia
Powertel Tennessee/Georgia/North Florida
SunCom North Carolina/South Carolina/Virginia

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

(*) AT&T Wireless Services is the Company's largest carrier with
which the Company has a generally exclusive relationship with
AT&T Wireless Services in the Central and South Florida
markets pursuant to an agreement which, unless extended by
AT&T Wireless Services and the Company, expires on December 1,
2000. As the Company has maintained a good relationship with
AT&T Wireless Services since 1993, the Company believes that
it is likely that the agreement will be extended but not
necessarily on the same basis.

The Company also retails pager services and the associated products and
accessories to cellular, PCS and pager services. The Company is currently the
largest independent specialty retailer of AT&T Wireless Services' cellular
service in the State of Florida accounting for over 15% of AT&T Wireless
Services Activation in the state of Florida. Correspondingly, as discussed
below, AT&T Wireless Services' activations has represented the largest source of
the Company's revenues since its inception through 1999. The Company's revenues
are generated principally from three sources in one business segment. These
sources are, in the order of largest to smallest revenue contribution, product
retail sales, wireless telephone activation income, and pager services.

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receivables. The e-commerce web site was not launched until January 2000;
therefore, its sales to date have been immaterial. At this time, the Company is
unable to determine how much, if any, contribution the e-commerce web site will
have on the Company's financial results.

WIRELESS TELEPHONE ACTIVATION INCOME. Wireless telephone activation
income consists of activation commissions and other carrier's services as well
as other payments to the Company by its wireless carriers including primarily
market development funds. The amount of the activation commission and market
development funds paid by carriers is based upon various service plans offered
by and agreements with each carrier. New subscription activation commissions are
fully refundable if the subscriber cancels its subscription prior to completion
of a minimum period of continuous active service (generally 90 days). Customers
generally sign a service agreement with the Company that the customer will
reimburse the Company for lost activation commissions in the event of the early
cancellation of service. The Company accrues for estimated deactivation losses,
net of cancellation fees, by creating a reserve against carrier accounts
receivable. The reserve is reflective of the historical cancellation experience.

AT&T Wireless Services is the Company's largest carrier with which the
Company has a generally exclusive relationship in the Central and South Florida
markets pursuant to an agreement which, unless both AT&T Wireless Services and
the Company agree to an extension, expires on December 1, 2000. As the Company
has maintained a good relationship with AT&T Wireless Services since 1993, the
Company believes that it is likely that the agreement will be extended but not
necessarily on the same terms. Outside of Central and South Florida, however,
the Company has non-exclusive carrier contracts with one or more of either AT&T
Wireless Services, AirTouch, Nextel, Powertel or SunCom. For the year ended
December 31, 1999, activation income represented approximately 36.7% of the
Company's revenues, approximately 50.5% of the Company's gross profits and
approximately 69.1% of the Company's accounts receivables (AT&T Wireless
Services accounted for approximately 27%, 42% and 46%, respectively).

The Company does not receive any residual commissions or income under
any of its contracts for wireless activations and such residual commissions are
generally uncommon today. However, the Company does currently sell prepaid PCS
service for Powertel and AT&T and is negotiating to sell prepaid services for
other carriers. Prepaid service involves not only the sale of a telephone and
its activation as with regular service but also includes the sale of a phone
card representing a specific allotment of minutes. The prepaid service is
particularly attractive to those persons who have poor credit and are unable to
receive approval for a service contract as well as for parents purchasing
service for their children and wish to control their usage. Once the prepaid
minutes expire, the phone will not operate until the card is renewed or, if
lost, a new card is purchased. The Company receives a commission each time a
prepaid card is renewed or a new card is purchased. As a consequence, although
not a traditional residual commission, prepaid service creates an opportunity
for the Company to have a recurring revenue stream with respect to each prepaid
user. Based on the Company's research of prepaid service, the Company believes
that, on average, each prepaid customer renews or purchases a phone card every 8
days.

The Company also records income received from carriers related to
market development activities as activation income when all provisions in the
related agreements have been fulfilled and the right to retain amounts received
have vested with the Company.

PAGER SERVICES. Pager services include service commissions as well as
residual payments on pagers. Pager residual payments are received for the pager
air time that the Company buys wholesale from paging carriers and then resells
to individuals and small businesses. The Company sells pager services for
several pager carriers. For the year ended December 31, 1999, pager services
represented approximately 4% of the Company's revenues and 7% of the Company's
gross profit.

The Company was incorporated in April 1996 as "2Connect Express, Inc."
and operated as a one-stop specialty retailer of communication-related products
and services under the name "2Connect, America's Total Communication Store"and
was an authorized dealer for, among others, BellSouth Mobility. In January of
1998, the Company filed a voluntary petition for bankruptcy under Chapter 11 in
the U.S. Bankruptcy Court, Southern District of Florida and

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closed 9 of its 10 sales locations leaving in operation only its Coral Square
Mall location. The Company emerged from bankruptcy on October 27, 1998 after
confirmation of its Plan of Reorganization and entering into an agreement to
merge with Bobby Allison Cellular Systems of Florida, Inc. a/k/a Bobby Allison
Cellular and Pager, a Florida corporation and specialty retailer of wireless
communications products and services ("BAC"). Effective December 31, 1998, BAC
merged with and into BAW which was then known as 2Connect Acquisition Corp. and
formed as a subsidiary of the Company for the sole purpose of the merger. As of
the time of the merger, BAC had approximately 23 regional mall-based sales
locations and operated the Company's location at Coral Square Mall pursuant to a
Management Agreement. Consequently, immediately after the merger, the Company
(as combined with BAC) grew from 1 to 24 regional mall-based sales locations
making the Company again operational. As a result of the merger, the two
shareholders of BAC (i) received approximately 73% of the outstanding common
stock of the Company, par value $.01 per share ("Common Stock"), but which,
assuming conversion of all of the Company's outstanding convertible preferred
stock and the exercise of all outstanding stock options, would be diluted to
just slightly below 50%, (ii) became two of the three members of the Board of
Directors and (iii) became the new executive officers of the Company.
For a detailed description of the Company's history and the bankruptcy, please
see "History of the Company", "History of Bobby Allison" and "The Merger" below.

BUSINESS STRATEGY AND CONCEPT

BAC developed and executed a business strategy which was adopted by the
Company and which focuses upon opening simply designed & operated sales
locations in highly trafficked regional malls as well as developing partnerships
with top quality, well-established and well-known hardware and service
providers. To effect this strategy, BAC, and now the Company, have done the
following:

REGIONAL MALL LOCATIONS. The Company's sales locations are conveniently
located in high traffic regional malls. The Company uses in-line stores, kiosks
and RMUs for maximum flexibility to place stores in the best enclosed regional
malls and the best possible locations within those malls. As of March 20, 2000,
the Company had 64 regional mall based sales locations in Florida, Georgia,
South Carolina, North Carolina, Virginia and Tennessee. The Company believes
that its business strategy works in any type quality mall, whether a Class A, B
or C mall, as long as there is adequate traffic in front of the sales location
with respect to such mall. While a sales location in a Class C mall generally
experiences lower traffic than a sales location in a Class A mall, the cost of
the sales location is also lower.

WIRELESS SERVICE CARRIER AFFILIATIONS. The Company believes that its
partnerships with AT&T Wireless Services, AirTouch, Nextel, Powertel and SunCom
provide its customers with a high quality service in the industry at attractive
values. For instance, AT&T Wireless Services' single rate plan offers cellular
service without long distance and roaming charges and provides one of the best
geographic coverages in the U.S. AT&T Wireless Services is the Company's largest
carrier and the Company has a generally exclusive relationship with AT&T
Wireless Services in Central and South Florida. SunCom is the Company's primary
carrier in North Carolina, South Carolina, and Virginia. Outside of Central and
South Florida, the Company offers both cellular and PCS service plans with one
or more of AT&T Wireless Services, AirTouch, Nextel, Powertel or SunCom. Suncom
is an authorized provider of AT&T Wireless Services in geographic areas,
principally non-metropolitan, where AT&T Wireless Services does not directly
market. See "Carrier Agreements."

ONE-STOP WIRELESS SHOPPING. The Company seeks to be a one-stop wireless
shopping location which provides its customers with not only cellular, PCS and
pager services but also a wide array of related products and accessories, many
of which are packaged under the Company's own label, Bobby Allison Accesories.

E-COMMERCE WEB SITE. To make shopping for products and accessories as
convenient as possible to its customers, the Company launched in January 2000 an
e-commerce web site under the name bobbyallisonwireless.com located at
WWW.BOBBYALLISONWIRELESS.COM. The customer may purchase any of a wide range of
name brand products and accessories including a wide variety of wireless
telephones, decorative face plates for wireless telephones, batteries, carrying
cases and hands-free kits. The customer simply picks the product, charges it to
their credit card and the product

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is received via UPS in approximately three to four business days. The Company
plans to add wireless telephone and pager service to its e-commerce web site in
2000.

QUALITY STORE PERSONNEL AND SERVICE. The Company attracts, develops and
motivates its associates through competitive compensation, incentives, training,
career path management and advancement opportunity. Each Company employee must
complete a one week training course at one of the Company's two training centers
before getting on the sales floor. As a consequence of such training, the
Company believes it offers a higher quality service and product knowledge about
its services and products than its competitors thereby promoting the attraction
and retention of customers.

EFFECTIVE STORE DESIGN AND LAYOUT. The Company's stores are designed
for visual appeal and functionality in terms of product presentation and
customer service. The presentations allow customers to sample products and
services and to be instructed by sales personnel in the use and application of
the Company's products and services.

SALES LOCATION EXPANSION. During 1999, the Company expanded its
operations outside of the State of Florida into the States of Georgia, South
Carolina and Virginia and has recently opened one sales location in Chattanooga,
Tennessee. The Company plans to continue to expand in those states as well as
expand into the States of Alabama and Maryland and the District of Columbia. The
Company is currently negotiating with malls in these areas and as the Company's
critical mass has grown, the Company has become better able to negotiate and
compete for high quality mall space. Furthermore, it is estimated that there are
over 70 independently operated small "mom & pop" wireless businesses in the
Company's existing market areas any of which may be a possible acquisition
candidate. However, the Company's expansion plans depend upon, among other
things, obtaining substantial additional financing in the form of debt and/or
equity. The Company has not currently obtained or identified any such financing.
Consequently, there is no assurance that the Company will be able to obtain any
additional financing or, if available, that such financing will be available on
terms acceptable to the Company. Consequently, the Company may be unable to
complete its expansion plans or such plans may be substantially delayed.

INDUSTRY OVERVIEW

The wireless communications industry has grown substantially in recent
years. Cellular telephone service has been one of the fastest growing markets
within the industry. From the inception of the cellular phone industry in 1983
until the end of 1997, the number of U.S. cellular subscribers had grown to
approximately 55 million. However, although having grown at an annual compound
rate of 41%, the national cellular subscriber base only reflects an average
market penetration of 20.4% based on the U.S. population. In 1996, PCS wireless
services were introduced in selected regions of the U.S., which resulted in
approximately 300,000 subscribers by year end. Paul Kagan Associates, Inc.
projects that by the year 2004 the number of cellular and PCS subscribers in the
U.S. will reach approximately 140 million. The Company currently only offers
cellular service in Central and South Florida due to its relationship with AT&T
Wireless Services in Florida but offers PCS service in the North Florida and at
all of its locations outside of the State of Florida. See "-Carrier Agreements"
and "-Business Strategy and Concept."

TYPICAL RETAIL TRANSACTIONS

CELLULAR AND PCS. In a typical cellular or PCS retail transaction, a
customer subscribes for service with the carrier such as AT&T Wireless Services
and purchases a telephone for which there is a gross profit of approximately
30-40% to the Company. The Company also receives a commission from the carrier.
The Company supplements its cellular phone sales with wireless accessories
including its own label, Bobby Allison Accessories, such as batteries, chargers,
carrying cases and hands-free kits, which generate an average gross margin of
approximately 75% for the Company. Prior to October of 1998, the Company paid
AT&T Wireless Services a high price for a wireless telephone which was then sold
at a loss by the Company. However, such loss was converted into a profit by a
substantial activation commission. Since October 1998, however, AT&T Wireless
Services has changed its policy and now sells the Company wireless telephones at
a lower price resulting in a gross profit on wireless telephone sales of, as
state

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above, approximately 30-40% but then has correspondingly reduced activation
commissions. The resulting effect is a decrease in revenue and an offsetting
decrease in cost of goods sold resulting in no material effect to gross profit
or net income. This change has negatively affected reported revenue growth for
the year ended December 31 of 1999 as compared to 1998. See "Management's
Discussions and Analysis or Plan of Operation-Sources of Revenue."

PAGING. In a typical paging retail transaction, the customer buys a
pager and three months of service for one price. Alternatively, a customer can
simply purchase a pager at full retail price. In each case, the customer's
initial payment exceeds the cost of the pager.

ADVERTISING AND MARKETING

The Company's enclosed regional mall-based real estate strategy
generally generates sufficient walk-by traffic to support satisfactory sales
levels without significant advertising campaigns. However, the Company engages
in some advertisement in its market areas through television, radio and print
advertisements featuring Bobby Allison, the reknown NASCAR driver. Pursuant to
the Company's license agreement with Bobby Allison, Bobby Allison is obligated
during each year to make eight (8) personal appearances such as a store grand
opening and devote forty-eight (48) hours of his time to advertising for the
Company such as the production of a television, radio or print advertisement.
See "Proprietary Information". Also, the Company earns co-operative advertising
credits for the sales of cellular phone service plans from its primary carriers
and utilizes these allowances for pre-opening advertising to promote new stores.
In addition, the Company's marketing department develops attractive and
informative in-store signage programs, which invites mall traffic into the
stores.

CARRIER AND PAGER AGREEMENTS

The Company's sales locations offer cellular and PCS wireless telephone
services and paging services pursuant to carrier agreements with each of AT&T
Wireless Services, AirTouch, Arch Paging, Nextel, Powertel, Priority Paging and
Triton PCS d/b/a SunCom. The Company currently sells AT&T Wireless Services'
cellular telephone service in Central and Southern Florida pursuant to a
generally exclusive carrier agreement with AT&T Wireless Services expiring
December 1, 2000. As the Company has maintained a good relationship with AT&T
Wireless Services since 1993, the Company believes that it is likely that the
agreement will be extended but not necessarily on the same terms. The Company
also has entered into non-exclusive carrier agreements with AT&T Wireless
Services in Georgia which may be canceled by either party with 60 days notice.
The Company's carrier agreement with Nextel is a non-exclusive agreement limited
to the Georgia market only and which expires in 2001. Currently, the Company is
working through a letter agreement with AirTouch pending completion of a final
agreement.

The Company's carrier agreement with each of Powertel and Triton PCS
grants the Company the right to sell their services in all markets nationwide
serviced by Powertel and Triton PCS which each expires in 2002. Powertel
services markets throughout Alabama, Georgia and Tennessee. Triton PCS is
licensed to use the AT&T Wireless name under SunCom in geographic areas in the
South-East and Mid-Atlantic which are not serviced by AT&T Wireless Services
directly. Consequently, SunCom's market area cannot overlap with AT&T Wireless
Services' market area and are thus primarily non-metropolitan. The Company's
agreement with SunCom also calls for SunCom to pay approximately $1 million in
market development funds to the Company for the development of 21 Company sales
locations in SunCom's markets by March 2001. As a consequence, the Company has
agreed that SunCom shall be the exclusive carrier in these 21 sales locations
until March 2001. While the Company has the right to sell Powertel and SunCom
throughout their service area, the Company only sells such service where they
have a sales location in the States of Florida (other than Central and South
Florida), Georgia, South Carolina, North Carolina, Virginia and Tennessee.

The Company generally receives activation commissions based on the
number of subscribers enlisted and the volume of activations. While management
believes that a canceled carrier agreement could likely be replaced with an
agreement with one of the carrier's competitors including PCS carriers, due to
the fact that the Company receives substantial activation commissions from AT&T
Wireless Services, the cancellation or non-renewal of the AT&T

<PAGE> 9

Wireless Services carrier contract could have a significant effect on the
Company's financial condition and results of operations. The Company is also a
reseller of paging services, buying blocks of paging time from paging carriers
at a substantial discount and reselling paging services to its customers. The
Company's paging carrier agreements are generally for a term of one year which
automatically renews for successive one year terms unless terminated by either
party before such renewal. Paging customers are charged a monthly fee for local
service and additional fees for service in other markets.

SUPPLIERS

The Company purchases its inventory from a variety of sources, such as
suppliers, carriers and other large wholesale distributors. The Company
purchases all of its inventory through a centralized purchasing department that
tracks the inventory needs of each of its stores. The Company deals with its
suppliers on an order-by-order basis and seeks to find the lowest price with
quantity discounts. The purchasing department negotiates payment terms, vendor
financing of inventory and merchandise discounts with suppliers. The Company
currently purchases inventory from approximately 24 suppliers, the largest of
which is AT&T Wireless Services which sells the Company wireless telephones as
well as the service.

HISTORY OF THE COMPANY

PRE-BANKRUPTCY

The Company was incorporated in April 1996 as "2Connect Express, Inc."
and operated as a one-stop specialty retailer of internet, cellular, PCS,
paging, telephone, satellite and other communication-related services and
products under the name "2Connect, America's Total Communication Store". The
Company opened its first store in December 1996 at Coral Square Mall, an
enclosed regional mall in Coral Springs, Florida. The next nine (9) stores were
opened in strip shopping centers during the period from April 1997 through
November 1997 for a total of ten (10) stores. The stores ranged in size from
1,300 to 3,000 square feet. To finance its operations, the Company completed
three private placements and a public offering. In the first two private
placements completed in May of 1996, the Company sold 1,010,000 shares of Common
Stock for approximately $388,000. In the third private placement completed in
August of 1996, the Company sold 750,000 shares of Common Stock for
approximately $2.85 million after issuance costs. The Company had also initially
issued its founders 950,000 shares for nominal consideration. In May 1997, the
Company completed an initial public offering of 520,000 units (priced at $12.50
per unit) which (after underwriters discount and offering expenses) raised $5.3
million in net proceeds to the Company. Each unit was comprised of two shares of
Common Stock and one Common Stock Purchase Warrant to purchase one share of
Common Stock for $6.00 during an exercise period commencing one year from the
initial public offering date and ending 60 days thereafter. The proceeds of the
initial public offering were used for store expansion, advertising, creation of
systems and infrastructure and corporate overhead.

The Company sustained significant losses in 1997 due to
(1) unprofitable store locations; (2) inability to cost effectively drive
traffic to those locations with advertising; (3) unsustainable corporate
overhead which was incurred in anticipation of rapid store growth; (4) excessive
inventory which turned slowly due to weak sales; (5) low margins due to
competitive pressures in the Company's South Florida markets and weak sales of
higher margin internet, long distance and other service business components.
During the last four months of 1997, the Company realized that store sales and
profits were not meeting the Company's expectations. On November 25, 1997, the
Company entered into a revolving credit agreement with Bay Tech Investments,
Inc. ("Bay Tech"), a company owned and operated by the father of the Company's
then President and CEO, Marc D. Fisherman. This credit facility provided for
borrowings of up to $1 million at an annual interest rate of prime plus 2%.
Notwithstanding this credit facility, the Company continued to experience
financial difficulty and declared bankruptcy.

<PAGE> 10

BANKRUPTCY

On January 12, 1998, in order to restructure its financial obligations
and implement a strategy to improve the Company's unprofitable operating
results, the Company filed a voluntary petition for relief under Chapter 11
("Chapter 11 Filing") of Title II of the United States Bankruptcy Code (the
"Bankruptcy Code") in the United States Bankruptcy Court for the Southern
District of Florida (the "Court"). Consequently, the Company became a
debtor-in-possession under Chapter 11 and could not engage in transactions
outside of the ordinary course of business without the approval of the Court.

Immediately following the Chapter 11 Filing, the Company began to close
its retail stores and liquidate its assets which consisted primarily of selling
off inventory and collecting accounts receivables. The Company eventually sold
all of its inventory and other assets except for certain store fixtures and
closed its headquarters and nine (9) of its ten (10) retail stores leaving in
operation only the store located at the Coral Square Mall. Also immediately
following the Chapter 11 Filing, the Company reached an agreement with Bay Tech,
to convert the then existing credit facility into a secured debtor-in-possession
credit facility. The debtor-in-possession credit facility provided for
borrowings dependent upon the Company's level of inventory and accounts
receivable with maximum borrowings of $500,000. The agreement granted Bay Tech a
security interest in substantially all of the Company's assets. Advances under
the facility bore interest at 11%. At the time of the Chapter 11 Filing, the
Company had borrowed $275,000 under the original credit facility, which balance
rolled over to the debtor-in-possession credit facility. The
debtor-in-possession credit facility was originally scheduled to terminate on
February 28, 1998; however, the Company requested and received a thirty-day
extension of the debtor-in-possession credit facility until March 28, 1998. The
interest rate on advances under the debtor-in-possession credit facility during
the extension period was increased from 11% to 12%. On March 28, 1998, the
Company paid off the balance owed on the debtor-in-possession credit facility
plus accrued interest.

On March 3, 1998, the Company announced that it had executed a Letter
of Intent with BAC whereby BAC would merge with and into a subsidiary of the
Company. The transaction was contingent upon completion of a definitive merger
agreement which would be incorporated into a Plan of Reorganization to be filed
with the Bankruptcy Court. The surviving entity of the merger was expected to be
financed principally by Sterne Agee & Leach, Inc. ("Sterne Agee"), an investment
banking firm that was the managing underwriter of the Company's initial public
offering in May 1997. The merger and related financing were anticipated to take
place following the Company's emergence from the bankruptcy proceeding. Also,
the surviving entity would retain the Coral Square Mall location in Coral
Springs, Florida which was the Company's one profitable retail location and
certain other assets including certain store fixtures and a computer system. In
order to induce the creditors of the Company to agree not to force the
liquidation of the Coral Square Mall location, the certain store fixtures and
the computer system which the Company wished to retain, Sterne Agee agreed to
make, subject to and upon the occurrence of certain events, a new value
contribution to the Company of $185,000 which monies were to be paid the to the
Company's creditors upon completion of the bankruptcy.

On April 14, 1998, the Company filed the Plan of Reorganization and the
accompanying Disclosure Statement to be distributed to shareholders and
creditors. On May 1, 1998, the Company and BAC executed the definitive Merger
Agreement. Then, on May 6, 1998, the Company and BAC executed the Management
Agreement with BAC whereby BAC would assume the operation of the Company's one
remaining store at the Coral Square Mall location and be responsible for all
expenses related thereto. The Court approved the Management Agreement on June
16, 1998, which became effective June 18, 1998.

After certain disagreements between the Company and Sterne Agee
regarding the triggering events for the new value contribution, on August 27,
1998, the Company and Sterne Agee entered into a settlement agreement
("Settlement Agreement") approved by the Court on the same day whereby Sterne
Agee would, as of the effective date of the Plan of Reorganization of the
Company filed with the Court, acquire out of bankruptcy 100% of the equity
interests of the Company and the Company would retain the Coral Square Mall
store lease and certain store fixtures. In consideration

<PAGE> 11

for such acquisition, Sterne Agee agreed to make a new value contribution to the
bankruptcy estate for the benefit of the Company's creditors in the amount of
$175,000 ($10,000 of the original $185,000 had already been paid for the
retention of one of the Company's computer systems) which monies were placed in
escrow subject only to the Plan of Reorganization by the Court. Also, pursuant
to the terms of the Settlement Agreement and effective August 27, 1998, all of
the members of the Board of Directors, except for Marc D. Fishman, resigned from
the Board of Directors and Mr. Fishman, as the sole remaining director, and in
accordance with the Bylaws of the Company, appointed James S. Holbrook, Jr.,
Craig R. Heyward and F. Eugene Woodham, each of whom are employees of Sterne
Agee, to fill three of the vacancies. The Board of Directors further resolved to
appoint James S. Holbrook, Jr. as the Chairman of the Board and, in accordance
with the Bylaws of the Company, to designate that the Chairman of the Board is
the chief executive officer of the Company. Mr. Fishman later resigned from the
Board of Directors on October 26, 1998, the day before the effective date of the
Plan of Reorganization.

To effect the Settlement Agreement, the Plan of Reorganization, as
amended, provided that, upon the effective date of the Plan of Reorganization,
all of the existing Common Stock of the Company was forever extinguished and
canceled and the Company issued 30,000 new shares of Common Stock to Sterne Agee
which constituted 100% of the issued and outstanding shares at such time making
the Company a wholly-owned subsidiary of Sterne Agee. Simultaneously, the
$175,000 held in escrow was released for payment to the creditors. The existing
shareholders of the Common Stock of the Company did not retain any interest in
the Company post-bankruptcy and their interests were extinguished and canceled.
The Company's Plan of Reorganization became effective on October 27, 1998. A
copy of the Company's Plan of Reorganization and amendments thereto was filed
with the Company's Form 10-QSB for the quarter ended October 31, 1998.

HISTORY OF BOBBY ALLISON

BAC was founded in 1993 by Robert L. McGinnis and James L. Ralph as a
regional mall-based specialty retailer of wireless communications products and
services for the individual and small business customer and was an authorized
dealer of AT&T Wireless Services. As of December 31, 1998, BAC operated one
direct marketing location and 24 enclosed mall-based specialty retail locations
including the Company's one location at Coral Square Mall which BAC operated
pursuant to a Management Agreement by and between the Company and BAC from June
18, 1998 (the effective date of the Management Agreement) through December 31,
1998 (the date of the merger of BAC with the Company). A copy of the Management
Agreement was filed with the Company's Form 10-QSB for the quarter ended July
31, 1998.

Until 1998, BAC financed its growth through internally generated cash,
loans to BAC by Messrs. McGinnis and Ralph of $125,000 each ($250,000 in the
aggregate), an asset based line of credit from Southern Commerce Bank and the
issuance of subordinated debentures in the aggregate amount of $500,000. In
1998, BAC was in need of additional funds for continued operation and expansion.
At such time, BAC had 10 stores. Sterne Agee agreed to loan BAC $200,000 upon
the execution by BAC of the Letter of Intent with the Company dated March 3,
1998 which provided for the merger of BAC with the Company upon completion of
the bankruptcy. See "History of the Company." The loan was collateralized by a
pledge of 10% of BAC's common stock owned by Messrs. McGinnis and Ralph. The
purpose of the loan, as discussed in the Letter of Intent, was to finance BAC
until the bankruptcy and hence the merger of BAC with the Company could be
completed which, at the time, was expected to occur in June of 1998. It was then
anticipated that Sterne Agee would assist the combined Company to raise capital,
the proceeds of which would be used in part to pay off such $200,000 loan. Due
to various problems including disagreements among the Company, Sterne Agee and a
group of the Company's creditor's and the failure of the Company to have its
financial statements audited or complete and file its Form 10-K for the year
ended January 31, 1998, the bankruptcy proceedings were not completed until
October 27, 1998. Consequently, Sterne Agee and its affiliates continued to
finance the operations of BAC from late May until August of 1998 through the
purchase of Series A 7.5% Convertible Subordinated Debentures of BAC in the
aggregate amount of $900,000. The Series A Convertible Subordinated Debentures
had a five (5) year term and bore interest at 7.5% per annum.

<PAGE> 12

In November of 1998, BAC amended and restated its Articles of
Incorporation to create three series of convertible preferred stock and
completed the following transactions: (i) agreed to repay $125,000 of BAC's
original subordinated debentures in January 1999; (ii) converted the remaining
$375,000 of the original non-convertible subordinated debentures into 15 shares
($25,000 per share) of BAC's Series A Convertible Preferred Stock; (iii)
converted Sterne Agee's $200,000 loan into 8 shares ($25,000 per share) of BAC's
Series B Convertible Preferred Stock, (iii) converted the $900,000 of Series A
Convertible Subordinated Debentures into 36 ($25,000 per share) Series B
Convertible Preferred Stock and (iv) converted the $150,000 of shareholder loans
from Messrs. McGinnis and Ralph into 6 shares ($25,000 per share) of Series B
Convertible Preferred Stock. Each series of preferred stock bore a cumulative
dividend of 7.5% and was non-voting except for major corporate events and upon
the breach of the terms of the preferred stock by BAC. All of the preferred
stock of BAC was converted into preferred stock of the Company pursuant to the
merger. See "History of the Company" and "The Merger."

In December of 1998, BAC executed a new exclusive provider agreement
with AT&T Wireless Services pursuant to which BAC continued as an exclusive
provider of AT&T Wireless Services' cellular service in Florida and pursuant to
which AT&T Wireless Services approved the merger of BAC into the Company's
subsidiary, BAW. Also, on December 30, 1998, BAC refinanced the Southern
Commerce Bank loan which had a balance of $346,000 with a term loan from
SouthTrust Bank in the amount of $350,000. Since December 30, 1998, the Company
has entered into a line of credit over and above the term loan with SouthTrust
Bank whereby the Company may borrow as needed up to $500,000. Finally, BAC,
effective December 31, 1998, renegotiated its license agreement with Robert A.
Allison a/k/a/ Bobby Allison, the reknown NASCAR driver whereby Bobby Allison
agreed to license to BAC his name and provide to BAC a specific amount of his
time for promotional events and advertisement. The license agreement recognized
the merger and that the Company would become the beneficiary of the license
agreement after the merger. See "Proprietary Information"

THE MERGER

Effective at 11:59 p.m. December 31, 1998, the Company completed its
merger ("Merger") with BAC whereby BAC was merged with and into BAW, with BAW
surviving the Merger. The Merger was effected pursuant to that certain Merger
Agreement by and among the Company, BAW, BAC and all of the Shareholders of BAC
(Robert L. McGinnis and James L. Ralph) dated May 1, 1998 ("Merger Agreement"),
as amended October 26, 1998 ("Amendment"). Pursuant to the terms of the Merger
Agreement, the following occurred: (i) BAW survived the Merger, remained a
wholly owned subsidiary of the Company and changed its name from "2Connect
Acquisition Corp." to "Bobby Allison Wireless, Inc."; (ii) the holders of the
common stock of BAC, Messrs. McGinnis and Ralph, each received for such shares
(A) 175,000 shares (350,000 in the aggregate) of the Common Stock and (B) a
$125,000 debenture ($250,000 in the aggregate) bearing interest at 7.5% per
annum amortized over three (3) years; (iii) each share of the 15 outstanding
shares of 7.5% Series A Convertible Preferred Stock of BAC was converted into a
share of 7.5% Series A Convertible Preferred Stock of the Company, par value
$1.00 per share ("Series A Preferred Stock"), and each of which has a face value
of $25,000, is non-voting except for significant corporate action or upon
default and is convertible into 4,166 shares of Common Stock or, in the
aggregate, 62,490 shares of Common Stock; (iv) each share of the 50 outstanding
shares of 7.5% Series B Convertible Preferred Stock of BAC was converted into a
share of 7.5% Series B Convertible Preferred Stock of the Company, par value
$1.00 per share ("Series B Preferred Stock"), and each of which has a face value
of $25,000, is non-voting except for significant corporate action or upon
default and is convertible into 4,166 shares of Common Stock or, in the
aggregate, 208,300 shares of Common Stock; (v) Craig R. Heyward and F. Eugene
Woodham resigned from the Board of Directors of the Company and Messrs. McGinnis
and Ralph were elected to fill such vacancies and (vi) James S. Holbrook, Jr.,
former Chairman and CEO of the Company, and F. Eugene Woodham, former Secretary
and Treasurer of the Company, resigned as officers of the Company and Robert L.
McGinnis was appointed to serve as Chairman, CEO and Treasurer and James L.
Ralph was appointed to serve as President and Secretary. Messrs. McGinnis and
Ralph have also entered into employment contracts with the Company effective
December 31, 1998. See "Item 10 - Executive Compensation" below for a
description of the employment contracts.

<PAGE> 13

As a result of the Merger, the sole shareholders of BAC, Robert L.
McGinnis and James L. Ralph, acquired control of the Company and the
headquarters of the Company were moved from 3500 Gateway Drive, Suite 101,
Pompano Beach, Florida 33069 to space occupied by BAC at 2055 Lake Avenue, S.E.,
Suite A, Largo, Florida 33771. Prior to the Merger, there were 130,000 shares of
Common Stock outstanding. Pursuant to the Merger, Messrs. McGinnis and Ralph,
the sole shareholders of BAC, were each issued 175,000 shares (350,000 in the
aggregate) of Common Stock and a $125,000 debenture ($250,000 in the aggregate)
of the Company bearing interest at 7.5% per annum amortized over three (3)
years. Also, Messrs. McGinnis and Ralph were issued 3 shares (6 in the
aggregate) of the Series B Preferred Stock convertible into 24,996 shares of
Common Stock, one of which Mr. McGinnis has since gifted. Consequently, as a
result of the Merger, Messrs. McGinnis and Ralph owned approximately 73% of the
outstanding Common Stock, no Series A Preferred Stock and 12% of the Series B
Preferred Stock. Also, as a consequence of the Merger, Messrs. McGinnis and
Ralph were appointed as 2 of the 3 members of the Board of Directors and elected
as the sole executive officers of the Company.

As reflected in Item 11 - Security Ownership of Certain Beneficial
Owners and Management, while Messrs. McGinnis and Ralph still own approximately
73% of the outstanding Common Stock, their percentage ownership of the
outstanding Common Stock would be diluted to under 50% if all of the Company's
outstanding convertible preferred stock (including the shares owned by Messrs.
McGinnis and Ralph) is converted into Common Stock. In January of 1999, the
Company adopted the Bobby Allison Wireless Corporation 1999 Stock Option Plan
and has granted each of Messrs. McGinnis and Ralph an option to purchase 10,000
shares of Common Stock at $6.00 per share which represents approximately 36% of
all options granted under the plan. The exercise of these existing options will
not increase Messrs. McGinnis and Ralph's ownership above 50%.

Although BAC merged into a subsidiary of the Company, BAW, the
transaction was accounted for as a purchase of the Company by BAC (a reverse
acquisition in which BAC is considered the acquirer for accounting purposes)
since the stockholders of BAC obtained a majority of the voting rights of the
Company as a result of this transaction. Accordingly, the historical financial
statements of the Company for the periods prior to the time of the Merger are
those of BAC. The balance sheet, as of December 31, 1998, is that of BAC's after
giving effect to the Merger.

A copy of the Merger Agreement and Amendment were filed as Exhibit 2.1
and 2.2 to the Company's Form 8-K filed January 8, 1998.

EMPLOYEES

As of March 20, 2000, the Company had 298 full-time and 75 part-time
employees. None of the Company's employees are covered by collective bargaining
agreements. The Company believes that employee morale and company culture are
important to its retailing success, and that its relations with its employees
are good.

COMPETITION

The Company is subject to intense competition from existing channels of
distribution, such as service providers, dealers, and retailers. There can be no
assurance that the Company will be able to compete effectively. Existing
retailers could alter their business strategies to be more closely aligned with
the Company's retailing concept to compete more effectively in the
communications and information services category. Moreover, these retailers may
have one or more of the following competitive advantages, among others: brand
name recognition, a more established store system, superior buying power, a more
established customer base, greater financial resources and a history of
financial performance, better real estate locations, more experienced sales and
management staff and greater knowledge of local customer shopping habits.
Additionally, other start-up operations could open in the Company's targeted
markets, thus hindering the Company's growth plans. The Company believes that
ultimately its most formidable competitor may be its suppliers, namely the
service providers of cellular, paging, PCS and long distance telephone.

<PAGE> 14

SEASONALITY

The Company historically has experienced and expects to continue to
experience significant seasonal fluctuations in its net sales and net income.
The Company generally experiences its strongest sales during the Spring and
early vacation season and the Christmas holiday season. The Company generally
experiences its weakest sales during late Summer and early Fall.

PROPRIETARY INFORMATION

The Company uses "Bobby Allison Cellular and Pager" and "Bobby Allison
Wireless" as trade names and service marks in connection with its retail stores.
The Company still has registered with the United States Patent and Trademark
Office as trademarks the names "2Connect, America's Total Communication Store"
and"2Connect, Freedom of Choice in Communications"; however, the Company does
not intend to use these marks any more.

The Company has a License Agreement effective December 31, 1998 with
Robert A. Allison a/k/a/ Bobby Allison, the reknown NASCAR driver, whereby the
Company may utilize Mr. Allison's name in connection with its operations. Also,
Mr. Allison is required to make 8 personal promotional appearances and spend up
to 48 hours on advertising campaigns such as television, radio or print
advertisement. The initial term of the License Agreement is ten (10) years which
commenced on December 31, 1998. The Company has options to renew the License
Agreement for five (5) successive five (5) year terms for a total term
(including the initial term) of 35 years. In consideration of this license and
these services, the Company pays Bobby Allison a fixed annual fee of $36,000 per
year during the first year and $48,000 per year for the following nine (9)
years, $52,800 per year during the first five year renewal period, $58,000 per
year for the second five year renewal period, $63,900 during the third five year
renewal period, $70,300 per year during the fourth five year renewal period and
$77,300 per year during the fifth five year renewal period ("Fixed Fees"). In
addition to the Fixed Fees, the Company will pay Bobby Allison a contingent fee
equal to the difference between that amount which is equal to one-tenth of one
percent of the Company's annual net sales, and the Fixed Fee for such year with
respect to the Company's first $100 million of annual net sales plus that amount
equal to three-hundredths of one percent of annual net sales over $100 million.
The Company also granted Bobby Allison an option to purchase 7,500 shares of
Common Stock at $6.00 per share. This option terminates at the option of the
Company if Bobby Allison breaches the License Agreement.

The Company is not a party to any franchise agreements and has no plan
to enter into franchise relationships in the future.

MANAGEMENT INFORMATION SYSTEMS

The Company believes that a high level of technology and automation are
essential to its business and therefore has invested considerable resources in
computer hardware and systems applications. These systems integrate all major
aspects of the Company's business including monitoring of sales, inventory and
financial reporting. All of the Company's stores are equipped with point-of-sale
terminals which are linked to the Company's central computer at its headquarters
in Largo, Florida. These point of sale terminals are polled nightly and provide
sales, cost, gross margin and commission information from each location.

REGULATION

Compliance by the Company with federal, state and local laws and
regulations, including, without limitation, environmental protection laws, has
not had, and is not expected to have, a material effect on capital expenditures,
earnings or the competitive position of the Company.

<PAGE> 15

EXECUTIVE OFFICES

The Company's principal executive offices are located at 2055 Lake
Avenue, S.E., Suite A, Largo, Florida, 33771, and its telephone number is (727)
584-7902. The Company plans to move its principle executive offices to 1200
Starkey Road, Largo, Florida, 33771 in June 2000.

ITEM 2. DESCRIPTION OF PROPERTY.

As of March 20, 2000, the Company had 64 sales locations consisting of
36 in-line stores, 26 kiosks and 2 RMUs under the name "Bobby Allison Cellular &
Pager" or "Bobby Allison Wireless" in regional malls throughout the South East
and Mid-Atlantic. As the Company began operations in Florida, the majority of
its sales locations (42) are in the State of Florida. Beginning in 1999,
however, the Company began its expansion plans outside of the State of Florida
and has since expanded into the States of Georgia (14), South Carolina (3),
North Carolina (2), Virginia (2) and Tennessee (1). All of the Company's sales
locations are leased. The Company currently expects that its policy of leasing
rather than owning will continue. The Company's leases generally provide for
original lease terms of five to ten years and contain provisions for increasing
rents. The Company's in-line stores are, on average, from 700 to 1,000 square
feet, the Company's kiosks range in size from 100 to 200 square feet and the
Company's RMUs are approximately 50 square feet.

The Company's corporate headquarters, which are also leased, are
currently located at 2055 Lake Avenue, S.E., Suite A, Largo, Florida and occupy
approximately 4300 square feet, of which 1500 square feet serves as a central
warehouse and 2800 square feet serves as office space. In June 2000, the Company
plans to move its corporate headquarters and warehousing to a larger facility of
approximately 17,000 square feet approximately 9,000 office and 8,000 warehouse
located at 1200 Starkey Road, Largo, Florida. The central warehouse is used to
temporarily store merchandise for distribution and used to initially stock new
stores upon their opening. The Company also maintains two training facilities,
one in Lakeland, Florida and one in Atlanta, Georgia. These facilities are
approximately 1,000 and 800 square feet, respectively. The Company expects to
open a third training facility in South Florida in April 2000.

ITEM 3. LEGAL PROCEEDINGS.

The Company is not involved in any legal proceedings which are expected
to have a material effect on the Company's results of operations or financial
condition, nor is it aware of any threatened litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

None

<PAGE> 16

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's units were previously traded on the OTC Bulletin Board
under the symbol "CNTCU" during 1997 and 1998. After the units terminated on May
9, 1998 the Common Stock, a component of the unit, on the OTC Bulletin Board
under the symbol "CNTC" and then after the bankruptcy filing, the symbol
"CNTCQ". Upon the effective date of the Company's Plan of Reorganization on
October 27, 1998, the outstanding Common Stock was forever extinguished and the
Common Stock ceased to trade any further.

The Company has not paid dividends since its initial public offering,
and does not anticipate paying dividends in the foreseeable future.

As of March 20, 2000, Company had a total of 26 shareholders, 4 holders
of record of the Company's Common Stock and 22 holders of record of the
Company's Preferred Stock (each of the holders of the Company's Common Stock are
also holders of the Company's Preferred Stock). The following table sets forth
the high, low and closing bid prices of the Company's Common Stock during each
quarter in the two year period ended December 31, 1999:

<TABLE>
<CAPTION>
First Quarter Second Quarter Third Quarter Fourth Quarter
------------- -------------- ------------- --------------
<S> <C> <C> <C> <C>
1998:
-----
High Bid $3.250 $1.125 $0.375 $0.218
Low Bid $0.125 $0.370 $0.062 $0.031
Closing Bid $0.500 $0.625 $0.062 -*

1999:
-----
High Bid - - - -
Low Bid - - - -
Closing Bid - - - -

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

* On October 27, 1998, upon order of the U.S. Bankruptcy Court confirming the
Company's Plan of Reorganization, all of the then outstanding Common Stock of
the Company was forever canceled and extinguished and new shares were issued to
Sterne Agee & Leach, Inc. Consequently, the Common Stock ceased to trade any
further. The last sale on October 27, 1998 was at $.15 per share.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

GENERAL

The Company, headquartered in Largo, Florida, is an enclosed regional
mall-based specialty retailer of wireless communications products and services
for the individual and small business customer which, as of March 20, 2000, had
64 sales locations including 36 in-line stores, 26 kiosks, and 2 retail
merchandising units or RMU's (like kiosks, but smaller). The Company's products
cover a broad assortment of over 600 stock-keeping units. The Company also
offers a wide range of service plans offered by five service providers, AT&T
Wireless Services, AirTouch, Nextel, Powertel, SunCom and two paging carriers.

In 1999, the Company expanded its operation beyond the State of Florida
into Georgia, South Carolina, North Carolina, Virginia and Tennessee. In 2000,
the Company plans to continue to expand in these other states as well as expand
into the States of Alabama and Maryland and the District of Columbia. The
Company's expansion plans are dependent upon, among other things, obtaining
additional capital whether in the form of debt or equity. The Company

<PAGE> 17

has not currently obtained the necessary financing or identified any such
financing. Consequently, there is not assurance that the Company will be able to
obtain the necessary financing, or if available, that such financing will be on
terms acceptable to the Company. As a result, the Company may be unable to
complete its expansion plans or such plans may be substantially delayed.

SOURCES OF REVENUE

The Company's revenues are generated principally from three sources in
one business segment:

PRODUCT RETAIL SALES. Product retail sales involve the sale through the
Company's sales locations and e-commerce web-site of cellular, and pager
wireless products such as phones and pagers and related accessories such as
batteries, chargers, carrying cases and hands-free kits. For the year ended
December 31, 1999, retail sales represented approximately 58% of the Company's
revenues and 43% of the Company's gross profit. As the customer makes payment at
the cash register or by credit card on the e-commerce web site, retail sales do
not produce any accounts receivables. The e-commerce web site was not launched
until January 2000; therefore, its sales to date have been immaterial. At this
time, the Company is unable to determine how much, if any, contribution the
e-commerce web site will have on the Company's financial results.

WIRELESS TELEPHONE ACTIVATION INCOME. Wireless telephone activation
income consists of activation commissions when a customer initially subscribes
for such carrier's services as well as other payments to the Company by its
wireless carriers including primarily market development funds. The amount of
the activation commission and market development funds paid by carriers is based
upon various service plans offered by and agreements with each carrier. New
subscription activation commissions are fully refundable if the subscriber
cancels its subscription prior to completion of a minimum period of continuous
active service (generally 90 days). Customers generally sign a service agreement
with the Company that the customer will reimburse the Company for lost
activation commissions in the event of the early cancellation of service. The
Company accrues for estimated deactivation losses, net of cancellation fees, by
creating a reserve against carrier accounts receivable. The reserve is
reflective of the historical cancellation experience.

The Company does not receive any residual commissions or income under
any of its contracts for wireless activations and such residual commissions are
generally uncommon today. However, the Company does currently sell prepaid PCS
service for Powertel and is negotiating to sell prepaid services for other
carriers. Prepaid service involves not only the sale of a telephone and its
activation as with regular service but also includes the sale of a phone card
representing a specific allotment of minutes. The prepaid service is
particularly attractive to those persons who have poor credit and are unable to
receive approval for a service contract as well as for parents purchasing
service for their children and wish to control their usage. Once the prepaid
minutes expire, the phone will not operate until the card is renewed or, if
lost, a new card is purchased. The Company receives a commission each time a
prepaid card is renewed or a new card is purchased. As a consequence, although
not a traditional residual commission, prepaid service creates an opportunity
for the Company to have a recurring revenue stream with respect to each prepaid
user. Based on the Company's research of prepaid service, the Company believes
that, on average, each prepaid customer renews or purchases a phone card every 8
days.

<PAGE> 18

PAGER SERVICES. Pager services include activation commissions as well
as residual payments on pagers. Pager residual payments are received for the
pager air time that the Company buys wholesale from paging carriers and then
resells to individuals and small businesses.The Company sells pager services for
several pager carriers. For the year ended December 31, 1999, pager services
represented approximately 4% of the Company's revenues and 7% of the Company's
gross profit.

A change in sales and commissions policies at AT&T Wireless Services
effective in October of 1998 has had a negative effect on the Company's gross
revenues in 1998 and 1999 but has not had any material effect on the Company's
gross profit or net income. Prior to October of 1998, the Company would pay AT&T
Wireless Services a price for a telephone and sell the same telephone to the
consumer for a substantial loss. A substantial activation commission paid to the
Company by AT&T Wireless Services would convert this loss into a profit.
Effective October 1998, AT&T Wireless Services changed its policy. It has
substantially reduced the activation commission previously payable to the
Company but, at the same time, has substantially reduced the price of the
wireless telephones it sells to the Company by an amount approximately equal to
the reduction of the activation commission. As a result, the Company makes a
profit rather than incurring a loss on the sale of the wireless telephones but
at the same time receives a lower activation commission. In summary, AT&T
Wireless Services has simply shifted its subsidy for the cost of the wireless
telephones from the activation commission to the actual sales price of the
wireless telephone. As a result, this payment shift materially decreases both
gross revenues and cost of goods sold but has no material affect on the
Company's gross profit or its net income.

The AT&T Wireless Services policy change negatively affected the
Company's same sales location sales (i.e. same store sales) growth which grew
approximately 6.9% from the year ended December 31, 1998 to the year ended
December 31, 1999 after adjustment for this policy change and which grew 36.2%
from the year ended December 31, 1997 to the year ended December 31, 1998 after
adjustment for this policy change. Because the payment shift did not occur until
the Fall of 1998, it had less negative affect on same sales location sales
comparisons for the year ended December 31, 1998 versus the year ended December
31, 1997 than it had on such comparisons for the year ended December 31, 1999
versus the year ended December 31, 1998 when it was in place for a full twelve
months.

In contrast, because gross profit is not materially effected by the
revenues decrease, then gross profit represents a greater percentage of revenues
and consequently, the Company's gross profit margin increased from approximately
44.2% in the year ended December 31, 1997 to approximately 51.7% in the year
ended December 31, 1998 (which only reflected this change for a short period of
time in 1998). The gross profit margin rose to 64.0% as of December 31, 1999 and
is expected to remain relatively constant (absent unexpected changes in market
conditions and Company operations) throughout the foreseeable future.

Comparable store sales include only stores owned and operated by the
Company for at least 12 full months and are comprised of retail sales and
activation commissions.

The cost of wireless products has gradually decreased over time. With
such lower cost, the Company typically has offered lower prices to attract more
subscribers, which has increased its total activation commissions and
contributed to gross profit improvements. Consequently, the Company believes
that, as prices of wireless products decrease, they become more affordable to
consumers thereby expanding the wireless communications market and creating an
opportunity to attract new subscribers and increase activation commissions.

<PAGE> 19
RESULTS OF OPERATIONS

The following table sets forth certain selected income statement data
of the Company expressed as a percentage of net sales:

<TABLE>
<CAPTION>
For the Year Ended For the Year Ended
December 31, 1999 December 31, 1998
----------------- -----------------
<S> <C> <C>
Total Revenue........................................... 100.0% 100.0%
Cost of Sales........................................... 36.0% 48.3%
Gross Profit............................................ 64.0% 51.7%
Selling, General and Administrative Expenses 53.6% 44.4%
(Excluding Depreciation)................................
Depreciation and Amortization........................... 3.3% 2.2%
Operating Income........................................ 7.3% 5.2%
Interest Expense........................................ 0.1% 3.7%
Income Tax Expense...................................... 2.5% 5.5%
Net Income.............................................. 3.9% 0.7%

</TABLE>

COMPARISON OF THE YEAR ENDED DECEMBER 31, 1999 TO THE YEAR ENDED DECEMBER 31,
1998

TOTAL REVENUE. Total Revenue was $14,754,491 for the year ended
December 31, 1999 as compared to $8,146,369 for the year ended December 31, 1998
or an increase of $6,608,122 or 81.1%. This increase reflects the increase in
sales location count from 22 to 59 sales locations. Comparable sales location
sales for the year ended December 31, 1999 increased by $303,168 or
approximately 6.9% as compared to the year ended December 31, 1998. As stated
above, comparable stores sales include only sales locations owned and operated
by the Company for at least 12 full months and are effected by the AT&T Wireless
Services payment shift. The Company operated 59 stores at December 31, 1999, 24
of which had then been owned and operated for at least 12 months. See "-Sources
of Revenue."

GROSS PROFIT. Gross profit was $9,442,469 for the year ended December
31, 1999 as compared to $4,211,434 for the year ended December 31, 1998 or an
increase of $5,231,035 or 124.2%, largely reflecting the increase in stores
operated during the year ended December 31, 1999. Gross profit as a percentage
of net sales increased from 51.7% in the year ended December 31, 1998 to 64% in
the year ended December 31, 1999. This increase in gross profit resulted
primarily from the decrease in revenue and costs of goods sold resulting from
the shift by AT&T Wireless Services of payments for activation commissions to a
reduction in the price that it sells wireless telephones to the Company and an
increase in market development funds paid to the Company by its carriers.

In December 1998, a major carrier converted $262,062 owed by the
Company to a market development funds payment. In January 1999, the Company
received additional market development funds of $200,000 from this carrier under
the same agreement. The Company recorded the market development funds as
deferred income because the Company would have had to repay all $462,062 if the
Company had terminated its relationship with such carrier before December of
1999 and will have to repay one-half or $231,031 if the Company terminates its
relationship with such carrier before December of 2000. Consequently, the
Company recognized $231,031 as activation income on November 30, 1999 and
expects to recognize the remaining $231,031 as activation income on November 30,
2000. In 1999, the Company also received $350,000 from a carrier which was used
to fund the Company's expansion into Georgia, North Carolina and South Carolina.
Total activation income during 1999 from market development funds from the two
sources totaled approximately $596,000. There was no such comparable income
included in the prior year gross profit.
See "-Sources of Revenue."

OPERATING EXPENSES. Selling, general and administrative expense was
$8,373,563 for the year ended December 31, 1999 as compared to $3,789,371 for
the year ended December 31, 1998 or an increase of $4,584,192 or approximately
121%, largely as a result of the Company's store expansion in 1999. Corporate
headquarter's expenses,

<PAGE> 20

included therein, increased due primarily to increased costs necessitated by the
Company's growth and anticipated future growth including, but not limited to,
support and training, advertising and marketing and merchandising and
allocation/distribution.

NET INTEREST EXPENSE. Net interest expense was $125,140 for the year
ended December 31, 1999 as compared to $296,469 for the year ended December 31,
1998 or a decrease of $171,329 or 57.8% due to lower average borrowings
outstanding during 1999 versus 1998. The lower average borrowings in 1999
resulted from the conversion of debt to preferred stock, conversion of debt by a
carrier to market development funds and the pay off of long-term debt with the
proceeds of issuances of preferred stock in November and December of 1998.

NET INCOME/LOSS. The Company had net income of $571,766 for the year
ended December 31, 1999 as compared to net income of $67,622 for the year ended
December 31, 1998 or an increase of $504,144 or 745.5%, primarily as a result of
the Company's store expansion and receipt of market development funds. Market
development funds represented approximately $363,560 of such increase but there
is no assurance that these payments will recur.

LIQUIDITY AND CAPITAL RESOURCES

The Company had $526,441 of net working capital at December 31, 1999
compared to net working capital $82,381 at December 31, 1998. The increase in
net working capital was due primarily to the issuance of preferred securities
and long term debt, the proceeds of which were used to increase inventory
levels, fund store build-outs and build cash reserves.

On February 24, 1999, the Company consummated (i) a term loan from
SouthTrust Bank in the amount of $350,000 and (ii) a line of credit with
SouthTrust Bank by which the Company may borrow up to a maximum of $500,000 for
working capital. The term loan is amortized over 3 years at a rate of 8.5% per
annum. The line of credit has revolving payment terms, is due upon demand and
bears interest at prime plus 1% (9.5% as of December 31, 1999). Both the term
loan and the line of credit are secured by a first position on substantially all
of the Company's assets, primarily inventory and accounts receivables.

On November 19, 1999, the Company secured a revolving note loan from
Colonial Bank by which the Company may borrow up to $1 million and which was
extended to $1,500,000 on February 23, 2000. The note is due January 31, 2001
and bears interest at the Colonial Bank Base Rate as determined from time to
time. The note is secured by a second position on the Company's assets and, up
to $1 million, by the guarantees of certain shareholders. See "Item 12 - Certain
Relationships and Related Transactions". As of March 20, 2000, the Company had
drawn down all but $250,000 of the lines of credit.

The Company's net cash provided by operating activities for the year
ended December 31, 1999 was $939,196 as compared to net cash used by operating
activities of $466,833 for the year ended December 31, 1998 or change in cash
provided by operating activities of $1,406,029. This increase was primarily due
to increases in accounts receivable from activation income and inventories
associated with new stores. This net cash used in investing activities for the
year ended December 31, 1999 increased $2,089,844 as compared to the year ended
December 31, 1998 related primarily to the purchase of leasehold improvements
and equipment required to support new store growth. The net cash provided by
financing activities for the year ended December 31, 1999 increased by
$1,060,424 as compared to the year ended December 31, 1998 related primarily to
the procurement of bank debt and the issuance of preferred securities totaling
$2,650,000 and reduced by the repayment of debt totaling $627,448.

The Company believes it can satisfy its cash demands during the next 12
months out of internally generated cash flow. However, in order to proceed with
the Company's proposed growth plans, the Company will need to raise substantial
additional capital through the issuance of securities and/or the procurement of
additional bank or other debt. There is no assurance that the Company will be
able to find a purchaser for its securities or, if a purchaser is found, that an
adequate price for the Company's securities can be obtained or that the
Company's shareholders will not

<PAGE> 21

be diluted by any such issuance. Furthermore, there is no assurance that the
Company will be able to procure any additional debt financing, or if available,
that such debt will be on terms acceptable to the Company.

NET OPERATING LOSS CARRY-FORWARDS AND DEFERRED TAX ASSETS

At December 31, 1999, the Company had no net operating loss carry
forward for federal income tax purposes. As of December 31, 1999, the Company
had a total deferred tax asset of $95,000 consisting of $64,000 from leasehold
improvements and $31,000 from accounts receivables. See Notes to Consolidated
Financial Statements - Note 8.

IMPACT OF INFLATION

General inflation has had only a minor effect on the operations of the
Company and its internal and external sources for liquidity and working capital.

SEASONALITY

YEAR 2000 READINESS DISCLOSURE

The Company has updated its computer systems, particularly its
point-of-sale systems and had no Year 2000 issues upon the system roll-over to
January 2000. Consequently, the Company believes that the Year 2000 issue will
not pose significant operations problems for the Company's computer systems and
the Company does not expect to incur any significant additional costs regarding
the Year 2000 issue. The Company has not and does not plan to develop a
contingency plan for the failure of the equipment or systems. The Company will
resort to manual operations in the event of a failure. The Company's cost of
updating its computer system was less than $50,000.

<PAGE> 22

ITEM 7. FINANCIAL STATEMENTS.

INDEX TO FINANCIAL STATEMENTS: The financial statements of the Company
listed below have been included on the succeeding pages of this Item 7.

<TABLE>
<CAPTION>
Page
----
<S> <C>
Report of Independent Auditors 23

Financial Statements

Consolidated balance sheets at December 31, 1999 and 1998. 24-25

Consolidated income statements for the years ended December 31, 1999
and 1998. 26

Consolidated statements of stockholders' equity for the year ended
December 31, 1999 and 1998. 27

Consolidated statements of cash flows for the year ended December 31,
1999 and 1998. 28

Notes to consolidated financial statements 29-51

</TABLE>

<PAGE> 23

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Shareholders
Bobby Allison Wireless Corporation and Subsidiary

We have audited the accompanying consolidated balance sheets of Bobby Allison
Wireless Corporation (formerly 2Connect Express, Inc.) and Subsidiary as of
December 31, 1999 and 1998 and the related consolidated statements of income,
stockholders' equity, and cash flows for the years then ended. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bobby Allison Wireless
Corporation and Subsidiary at December 31, 1999 and 1998, and the results of
their operations and cash flows for the years then ended, in conformity with
generally accepted accounting principles.

BDO Seidman LLP
Orlando, Florida

February 17, 2000, except for Note 3,
which is as of February 23, 2000

23
<PAGE> 24

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Consolidated Balance Sheets

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

December 31, 1999 1998
- ----------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS (Note 3)

CURRENT:
Cash $ 624,869 $ 125,155
Accounts receivable, less allowance for doubtful accounts of $83,027
and $76,144 2,408,839 684,344
Accounts receivable from related party 18,800 --
Inventories 2,606,907 645,976
Prepaid expenses 52,546 29,091
Deferred tax asset (Note 8) 31,000 24,000
- ----------------------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 5,742,961 1,508,566
- ----------------------------------------------------------------------------------------------------------------------

LEASEHOLD IMPROVEMENTS AND EQUIPMENT, at cost:
Office equipment and furniture 1,226,323 628,182
Leasehold improvements 2,058,336 310,671
Automotive equipment 12,944 11,215
- ----------------------------------------------------------------------------------------------------------------------

3,297,603 950,068
Less accumulated depreciation 699,902 265,491
- ----------------------------------------------------------------------------------------------------------------------

NET LEASEHOLD IMPROVEMENTS AND EQUIPMENT 2,597,701 684,577
- ----------------------------------------------------------------------------------------------------------------------

OTHER ASSETS:
Goodwill and other intangible assets, net of accumulated amortization of
$172,939 and $135,442 (Note 2) 312,900 350,397
Deferred tax asset (Note 8) 64,000 156,000
Deposits 51,456 25,038
- ----------------------------------------------------------------------------------------------------------------------

TOTAL OTHER ASSETS 428,356 531,435
- ----------------------------------------------------------------------------------------------------------------------

$8,769,018 $2,724,578
======================================================================================================================

</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

24
<PAGE> 25

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Consolidated Balance Sheets

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

December 31, 1999 1998
- ---------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
CURRENT LIABILITIES:
Accounts payable $ 3,521,170 $ 550,156
Accrued expenses 901,053 266,624
Deferred income (Note 4) 281,691 315,528
Current maturities of long-term debt (Note 3) 417,697 94,458
Current maturities of related party long-term debt (Note 3) 94,909 74,419
Convertible debenture (Note 3) -- 125,000
- ---------------------------------------------------------------------------------------------------------------------------

TOTAL CURRENT LIABILITIES 5,216,520 1,426,185

LONG-TERM LIABILITIES:
Long-term related party debt, less current maturities (Note 3) 92,401 175,581
Long-term debt, less current maturities (Note 3) 1,259,385 266,380
- ---------------------------------------------------------------------------------------------------------------------------

TOTAL LIABILITIES 6,568,306 1,868,146
- ---------------------------------------------------------------------------------------------------------------------------

COMMITMENTS AND CONTINGENCIES (Note 11) -- --

PREFERRED STOCK (Note 5):
Series A convertible preferred stock, $1.00 par, shares authorized 20;
outstanding 15 375,000 375,000
Series B convertible preferred stock, $1.00 par, shares authorized 50;
outstanding 50 1,250,000 1,250,000
- ---------------------------------------------------------------------------------------------------------------------------

TOTAL PREFERRED STOCK 1,625,000 1,625,000
- ---------------------------------------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY:
Series C convertible preferred stock, $1.00 par, shares authorized 250;
outstanding 32 800,000 --
Common stock, $.01 par; 25 million shares authorized; 480,000 outstanding 4,800 4,800
Additional paid-in capital 205,365 100,405
Deficit (434,453) (873,773)
- ---------------------------------------------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 575,712 (768,568)
- ---------------------------------------------------------------------------------------------------------------------------

$ 8,769,018 $ 2,724,578
===========================================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

25
<PAGE> 26

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Consolidated Income Statements

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

<TABLE>
<CAPTION>
Year Ended December 31, 1999 1998
- ------------------------------------------------------------------------------------------------
<S> <C> <C>
REVENUES:
Product sales $ 8,504,641 $ 3,361,413
Activation income 5,420,022 4,153,156
Pager services 829,828 631,800
- ------------------------------------------------------------------------------------------------

Total revenues 14,754,491 8,146,369

COST OF SALES 5,312,022 3,934,935
- ------------------------------------------------------------------------------------------------

Gross profit 9,442,469 4,211,434
- ------------------------------------------------------------------------------------------------

OPERATING EXPENSES:
Selling, general and administrative expenses 7,901,655 3,613,255
Depreciation and amortization 471,908 176,116
- ------------------------------------------------------------------------------------------------

Total operating expenses 8,373,563 3,789,371
- ------------------------------------------------------------------------------------------------

Operating income 1,068,906 422,063
- ------------------------------------------------------------------------------------------------

OTHER INCOME (EXPENSE):
Interest expense (136,540) (301,411)
Interest income 11,400 4,942
Other expense -- (12,972)
- ------------------------------------------------------------------------------------------------

Total other income (expense) (125,140) (309,441)
- ------------------------------------------------------------------------------------------------

INCOME BEFORE TAXES ON INCOME 943,766 112,622

INCOME TAX EXPENSE (Note 8) 372,000 45,000
- ------------------------------------------------------------------------------------------------

NET INCOME 571,766 67,622

PREFERRED STOCK DIVIDENDS (132,446) (13,736)
- ------------------------------------------------------------------------------------------------

NET INCOME AVAILABLE TO COMMON STOCKHOLDERS $ 439,320 $ 53,886
================================================================================================
EARNINGS PER COMMON SHARE (Note 2):
Basic $ .92 $ .11
Diluted .78 .11
- ------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE SHARES OUTSTANDING (Note 2):
Basic 480,000 480,000
Diluted 758,594 480,000
================================================================================================

</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

26
<PAGE> 27

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Consolidated Statements of Stockholders' Equity

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

Common Stock Preferred Stock Additional
---------------- ---------------- Paid-in Treasury
Shares Amount Shares Amount Capital Deficit Stock Total
- ---------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BALANCE, December 31, 1997 4,330 $ 43 -- $ -- $ 2,287 $(927,659) $(6,500) $(931,829)

Cancellation of treasury
stock (330) (3) -- -- (6,497) -- 6,500 --

Record reverse merger
(Notes 1[C] and 2[A]) 476,000 4,760 -- -- 104,615 -- -- 109,375

Preferred stock dividend -- -- -- -- -- (13,736) -- (13,736)

Net income -- -- -- -- -- 67,622 -- 67,622
- ---------------------------------------------------------------------------------------------------------------------------------

BALANCE, December 31, 1998 480,000 4,800 -- -- 100,405 (873,773) -- (768,568)

Preferred stock dividend -- -- -- -- -- (132,446) -- (132,446)

Common stock warrants
(Note 6) -- -- -- -- 104,960 -- -- 104,960

Series C preferred stock -- -- 32 800,000 -- -- -- 800,000

Net income -- -- -- -- -- 571,766 -- 571,766
- ---------------------------------------------------------------------------------------------------------------------------------

BALANCE, December 31, 1999 480,000 $ 4,800 32 $800,000 $ 205,365 $(434,453) $ -- $ 575,712
=================================================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

27
<PAGE> 28

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Consolidated Statements of Cash Flows

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

Year Ended December 31, 1999 1998
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 571,766 $ 67,622
Adjustments to reconcile net income to net cash used for operating
activities:
Depreciation and amortization 471,908 176,116
Amortization of debt discount 10,955 --
Loss on disposal of equipment -- 14,236
Accrued interest converted to preferred stock -- 10,000
Cash provided by (used for):
Accounts receivable (1,743,295) (275,367)
Prepaid expenses (23,455) (27,302)
Inventories (1,960,931) (193,958)
Deferred tax assets 85,000 45,000
Accounts payable 2,971,014 (280,454)
Accrued expenses 590,071 (10,321)
Deferred income (33,837) 7,595
- -----------------------------------------------------------------------------------------------------------

Net cash provided by (used for) operating activities 939,196 (466,833)
- -----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of leasehold improvements and equipment (2,347,535) (274,452)
Increase in deposits (26,418) (10,657)
Proceeds from sale of equipment -- 1,000
- -----------------------------------------------------------------------------------------------------------

Net cash used for investing activities (2,373,953) (284,109)
- -----------------------------------------------------------------------------------------------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of long-term debt (502,441) (575,953)
Repayment of convertible debenture (125,000) --
Payments of preferred stock dividends (88,088) --
Proceeds from issuance of debt 1,850,000 350,000
Proceeds from issuance of Series C preferred stock 800,000 --
Proceeds from issuance of Series A and B preferred stock -- 1,100,000
- -----------------------------------------------------------------------------------------------------------

Net cash provided by financing activities 1,934,471 874,047
- -----------------------------------------------------------------------------------------------------------

NET INCREASE IN CASH 499,714 123,105

CASH, beginning of year 125,155 2,050
- -----------------------------------------------------------------------------------------------------------

CASH, end of year $ 624,869 $ 125,155
===========================================================================================================
</TABLE>

SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

28
<PAGE> 29

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

1. ORGANIZATION, RECAPITALIZATION AND MERGER

Bobby Allison Wireless Corporation, formerly "2Connect Express,
Inc."("2Connect") through its wholly-owned subsidiary Bobby Allison Wireless,
Inc., formerly "2Connect Acquisition Corp." ("Acquisition") (collectively the
"Company") through a merger with Bobby Allison Cellular Systems of Florida, Inc.
("Bobby Allison") owns and operates 59 mall-based specialty retail locations in
the southeastern United States offering cellular and pager service under the
names "Bobby Allison Wireless" and "Bobby Allison Cellular and Pager." The
Company operates in a single business segment.

The historical financial statements included herein are those of Bobby Allison
up to 11:59 p.m. on December 31, 1998, the merger date as further described in
Note 1(C). Immediately after the merger, the Company's balance sheet included
the accounts of 2Connect and Acquisition (which includes those of Bobby
Allison).

(A) PLAN OF REORGANIZATION

2Connect filed a voluntary petition for relief under Chapter 11 of the
U.S. Bankruptcy Code (the "Filing") on January 12, 1998, and
subsequently closed all of its stores except the store at Coral Square
Mall in Coral Springs, Florida. Subsequent to the Filing, 2Connect
liquidated most of its assets. The Coral Square store operated from
June 16, 1998 until December 31, 1998 under a management agreement
(the "Management Agreement") with Bobby Allison whereby Bobby Allison
was responsible for all expenses related to that store and was
entitled to any profits or losses that it generated.

On March 3, 1998, 2Connect executed a Letter of Intent, then a merger
agreement on May 1, 1998 that was amended on October 26, 1998
(collectively the "Merger Agreement") with Bobby Allison under which
Bobby Allison would merge with and into Acquisition, a Florida
corporation formed on April 22, 1998.

29
<PAGE> 30

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

On August 27, 1998, 2Connect entered into an agreement with Sterne,
Agee & Leach, Inc. ("Sterne Agee") whereby Sterne Agee would acquire
out of bankruptcy 100% of the equity interests of 2Connect and
2Connect would retain the Coral Square store lease and certain store
fixtures. In consideration for such acquisition, Sterne Agee would
make a new value contribution to the bankruptcy estate for the benefit
of 2Connect's creditors in the amount of $175,000. To effect this
transaction, the Plan of Reorganization, as amended, provided that,
upon the effective date of the Plan of Reorganization, all of the
existing common stock of 2Connect was forever extinguished and
canceled and 2Connect issued 30,000 new shares of Common Stock to
Sterne Agee which constituted 100% of the issued and outstanding
shares at such time. The existing shareholders of the common stock of
2Connect did not retain any interest in the post-bankruptcy estate and
their interests were extinguished and canceled. On October 27, 1998,
the U.S. Bankruptcy Court confirmed 2Connect's Plan of Reorganization
and 2Connect emerged from bankruptcy as a wholly owned subsidiary of
Sterne Agee. A related entity of Sterne Agee acquired an additional
100,000 shares of common stock prior to the merger.

(B) RESTATED ARTICLES OF INCORPORATION

On December 1, 1998, the Company filed its Amended and Restated
Articles of Incorporation ("Restated Articles") in anticipation of the
merger with Bobby Allison. At that date, Bobby Allison's capital
structure included three series of preferred stock and one class of
common stock. The Merger Agreement required that, prior to the Merger,
the Company file Restated Articles to authorize three classes of
preferred stock substantially similar to the preferred stock
authorized and issued by Bobby Allison for issuance pursuant to the
Merger.

30
<PAGE> 31

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

The Company filed the Restated Articles on December 1, 1998
authorizing 20 shares of Series A Convertible Preferred Stock, 50
shares of Series B Convertible Preferred Stock, 250 shares of Series C
Convertible Preferred Stock and 25 million shares of common stock.

On December 31, 1998, pursuant to the Merger Agreement, Bobby Allison
merged with and into Acquisition, and the following occurred:

(i) Acquisition survived the merger, remained a wholly owned
subsidiary of 2Connect and changed its name to "Bobby Allison
Wireless, Inc.";

(ii) the two holders of all of the common stock of Bobby Allison each
received 175,000 shares of the common stock of 2Connect (in the
aggregate, 350,000 shares representing approximately 73% of the
480,000 shares of Common Stock of 2Connect after the merger) and
a $125,000 debenture (or $250,000 in the aggregate) bearing
interest at 7.5% per annum, with principle and interest payable
quarterly at $11,729 over three years;

(iii) holders of preferred stock in Bobby Allison received equivalent
preferred stock in 2Connect that is convertible into 270,790
shares of common stock, of which the two former shareholders of
Bobby Allison own preferred stock convertible into 24,996 shares
of common stock;

(iv) the officers of 2Connect resigned and the two former stockholders
of Bobby Allison were appointed officers of 2Connect;

(v) on March 1, 1999, 2Connect changed its name to Bobby Allison
Wireless Corporation.

31
<PAGE> 32

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(D) UNAUDITED PRO FORMA INFORMATION

The following unaudited pro forma information has been prepared
assuming the Merger had taken place at January 1, 1998. The unaudited
pro forma information includes adjustments for interest expense that
would have been incurred to finance the purchases, additional
preferred stock dividends based on preferred stock being outstanding
the entire period and the amortization of intangibles arising from the
transaction. The unaudited pro forma financial information is not
necessarily indicative of the results of operations as they would have
been had the transactions been effected on the assumed dates.

Unaudited
---------
Year Ended December 31, 1998
---------------------------------------------------------------------

Net sales $ 10,386,548
Net loss to common stockholders (6,363,143)
Loss per common share (13.26)
============

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION

Upon the consummation of the Merger, the former stockholders of
BobbyAllison obtained approximately 73% of the voting rights of the
Company. Although Bobby Allison merged into Acquisition, the
transaction was accounted for as a purchase of 2Connect by Bobby
Allison (a reverse acquisition in which Bobby Allison is considered
the acquirer for accounting purposes), since the stockholders of Bobby
Allison obtained a majority of the voting rights of 2Connect as a
result of this transaction. Accordingly, the historical financial
statements of the Company for the periods prior to the time of the

32
<PAGE> 33

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

merger are those of Bobby Allison. The balance sheet as of December
31, 1998 is that of Bobby Allison after giving effect to the Merger.

The purchase price for 2Connect was computed by valuing the common
stock of 2Connect issued ($109,375) and adding the acquisition costs
of $142,203 and the $250,000 of debentures issued to the former
stockholders of Bobby Allison for a total purchase price of $501,578.
The purchase price has been allocated to the assets purchased and
liabilities assumed based upon the fair values at the date of
transaction. The excess of the purchase price over the fair value of
the net assets acquired was $335,627 and has been recorded as
goodwill, which is being amortized on a straight line basis over 10
years.

(B) CASH EQUIVALENTS

The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

Inventories, consisting of cellular and wireless products and related
accessories, are valued at the lower of average cost or market.

(D) PROPERTY AND EQUIPMENT

Depreciation on equipment is computed over the estimated useful lives
(three to seven years) of the assets by the declining balance method.
Leasehold improvements are depreciated over the shorter of the
estimated life of the assets or the lease term.

33
<PAGE> 34

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(E) IMPAIRMENT OF LONG-LIVED ASSETS

The Company evaluates impairment of long-lived assets in accordance
with Statement of Financial Accounting Standards No. 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be Disposed of" (FAS 121). FAS 121 requires impairment losses to be
recorded on long-lived assets used in operations and intangible assets
when indications of impairment are present and the undiscounted cash
flows estimated to be generated by those assets are less than the
assets' carrying amount.

(F) GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets, substantially goodwill, are carried at cost and
amortized under the straight-line method generally over ten years, the
estimated useful life. Goodwill represents the excess cost of the
acquired businesses over the fair value of net assets acquired. At
December 31, 1999, unamortized goodwill and other intangible assets of
$312,900 were not considered to be impaired.

(G) REVENUE RECOGNITION

The Company's revenue recognition policies are:

PRODUCT SALES - Revenue from retail product sales is recorded upon
customer purchase.

ACTIVATION INCOME - The Company receives an activation commission from
the applicable cellular carrier when a customer initially subscribes
for the cellular carrier's service. The amount of the activation
commission paid by cellular carriers is based upon the service plan
offered by the carrier and is recognized by the Company at the time of
sale. New subscription activation commissions are fully refundable if
the

34
<PAGE> 35

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

subscriber cancels its subscription prior to completion of a minimum
period of continuous active service (generally 90 days). Customers
generally sign a service agreement with the Company that the customer
reimburse the Company for lost activation commissions in the event of
the early cancellation of service. The Company accrues for estimated
deactivation losses, net of cancellation fees, by creating a reserve
against carrier accounts receivable. The reserve is reflective of the
historical cancellation experience.

The Company also records income received from vendors related to
market development activities as activation income when all provisions
in the related agreements have been fulfilled and the right to retain
amounts received have vested with the Company.

AT&T activation commissions accounted for approximately 48% and 51% of
the Company's net revenues for the year ended December 31, 1999 and
1998, respectively. Accounts receivable from AT&T accounted for
approximately 46% and 75% of the total net accounts receivable at
December 31, 1999 and 1998, respectively.

PAGER SERVICES - The Company is a reseller of pager services. The
Company's policy is to bill in advance for pager services. Revenue on
pager services is recognized over the period of such service,
typically three months.

(H) INCOME TAXES

The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes,"
which requires recognition of estimated income taxes payable or
refundable on income tax returns for the current year and for the
estimated future tax

35
<PAGE> 36

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

effect attributable to temporary differences and carryforwards.
Measurement of deferred income tax is based on enacted tax laws
including tax rates, with the measurement of deferred income tax
assets being reduced by available tax benefits not expected to be
realized.

(I) NET INCOME PER COMMON SHARE ("EPS")

Basic EPS is calculated by dividing the income available to common
shareholders by the weighted average number of common shares
outstanding for the period without consideration for common stock
equivalents. Diluted EPS includes the effect of potentially dilutive
securities. The Company has presented earnings per share for 1998 on a
pro forma basis as if the merger, which occurred December 31, 1998,
had occurred on January 1, 1997.

The following table sets forth the computation of diluted earnings per
common share for the years ended December 31:

<TABLE>
<CAPTION>
1999 1998
-------------------------------------------------------------------------
<S> <C> <C>
Income available to common stockholders $439,320 $ 53,886
Tax benefit from assumed exercise of stock
options 22,578 --
Preferred stock dividends 132,446 --
-------------------------------------------------------------------------

Income available to common stockholders
assuming conversion of options and
preferred stock $594,344 $ 53,886
=========================================================================
Denominator for basic earnings per common
share - weighted-average shares 480,000 480,000
Effects of dilutive securities - options and
preferred stock 278,594 --
-------------------------------------------------------------------------

Adjusted weighted-average shares
(denominator) 758,594 480,000
=========================================================================
Diluted earnings per common share $ .78 $ .11
=========================================================================
</TABLE>

36
<PAGE> 37

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

(J) ADVERTISING COSTS

The Company expenses advertising costs as incurred. The total
advertising costs charged to expense, net of vendor co-op advertising
rebates, was $10,023 and $33,302 for the years ended December 31, 1999
and 1998, respectively.

(K) USE OF ESTIMATES

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and
liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those estimates.

(L) RECENT ACCOUNTING PRONOUNCEMENTS

In June 1998, the Financial Accounting Standards Board issued SFAS
133, "Accounting for Derivative Instruments and Hedging Activities"
(SFAS 133). SFAS 133 requires companies to recognize all derivatives
contracts as either assets or liabilities in the balance sheet and to
measure them at fair value. If certain conditions are met, a
derivative may be specifically designated as a hedge, the objective of
which is to match the timing of gain or loss recognition on the
hedging derivative with the recognition of (i) the changes in the fair

37
<PAGE> 38

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

value of the hedged asset or liability that are attributable to the
hedged risk or (ii) the earnings effect of the hedged forecasted
transaction. For a derivative not designated as a hedging instrument,
the gain or loss is recognized in income in the period of change.
Historically, the Company has not entered into derivatives contracts
either to hedge existing risks or for speculative purposes. The
Company will adopt SFAS 133 on January 1, 2001 and expects the
adoption to have no affect on the Company's financial statements.

(M) RECLASSIFICATIONS

Certain items have been reclassified in the 1998 financial statements
to conform to the 1999 presentation.

3. DEBT

Long-term debt to unrelated parties consists of:

<TABLE>
<CAPTION>
December 31, 1999 1998
------------------------------------------------------------------------------------
<S> <C> <C>

8.5% bank notes refinanced February 1999, payable
$11,066 monthly beginning March 1999 through
February 2002, including interest; collateralized
by receivables, inventories, equipment, furniture,
fixtures, intangibles and personal guaranty of two
stockholders $ 260,249 $350,000

Variable prime plus 1% (9.5% at December 31, 1999)
line of credit, maximum limit of $500,000;
principal due on demand, interest payable monthly;
collateralized by receivables, inventories,
equipment, furniture, fixtures, intangibles and
personal guaranty of two stockholders 500,000 --

Variable prime plus 1%, (9.5% at December 31, 1999)
line of credit, maximum limit of $1,000,000;
principal due on January 31, 2001; interest
payable monthly; collateralized by receivables and
inventory; the maximum borrowings increased to
$1,500,000 on February 23, 2000 1,000,000 --

Debt discount, net of accumulated amortization of
$10,955 (Note 7) (94,005) --

Other note payable 10,838 10,838
------------------------------------------------------------------------------------

1,677,082 360,838
Less current maturities 417,697 94,458
------------------------------------------------------------------------------------

Long-term debt, less current maturities $ 1,259,385 $266,380
====================================================================================
</TABLE>

Future maturities of long-term debt are as follows: $417,697 - 2000;
$999,236 - 2001; and $260,149 - 2002.

LONG-TERM DEBT TO RELATED PARTIES

The Company has two unsecured 7.5% debenture notes payable to stockholders,
payable quarterly at $11,729 per note, including interest, through December
2001. At December 31, 1999 and 1998, the total outstanding balance was
$187,310 and $250,000, respectively. Future maturities of these notes are
as follows: $94,909 - 2000 and $92,401 - 2001.

38
<PAGE> 39

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

CONVERTIBLE DEBENTURE

The Company converted three convertible debentures totaling $375,000 into
preferred stock in November 1998. At December 31, 1998, the Company had one
convertible debenture outstanding totaling $125,000 that was repaid in
January 1999.

4. DEFERRED INCOME

During 1998, the Company negotiated an agreement with a supplier whereby
the supplier agreed to convert a note payable with an outstanding balance
of $262,022 to a market development funds payment. In January 1999, the
supplier paid the Company an additional $200,000 in market development
funds, under the same agreement, to assist the Company with costs related
to the opening of new stores in the suppliers market.

Under the terms of the agreements, the conversion of the debt is cancelable
and the $200,000 is refundable if certain events occur, including the
termination of a related agreement with cause. The Company defers the
recognition of market development funds until the risk of repayment no
longer exists. The Company recognized 50% of the deferred income on
November 30, 1999 and the balance is expected to be recognized November 30,
2000, provided the agreement is still in effect on that date. The Company
had $231,011 and $262,022 of deferred income related to this supplier as of
December 31, 1999 and 1998, respectively.

Deferred income also includes billed but unearned beeper service revenue as
of December 31, 1999 and 1998 of $50,680 and $53,506, respectively.

5. PREFERRED STOCK

At December 31, 1999, the Company had a total of 97 shares of Series A, B
and C Preferred Stock outstanding, each with an initial purchase price
(face value) of $25,000 per share. The Series A and B Preferred Stock carry
a mandatory redemption feature whereby these shares are redeemable at face
value five years after the issuance date provided the Company has funds
legally available to do so. As a result, the Series A and B Preferred Stock
has been

39
<PAGE> 40

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

recorded outside of the stockholders' equity section of the Company's
consolidated balance sheet.

The Series A and B Preferred Stock accrue dividends at 7.5% and Series C
Preferred Stock accrues dividends at 7% per annum based upon the face value
of each share of Preferred Stock. No dividends shall be paid to holders of
common stock unless all accrued dividends on the preferred stock have been
paid. In the event that there is insufficient legally available funds to
pay all dividends on the preferred stock, the Company shall first pay all
accrued dividends pro rata on the Series A Preferred Stock and Series B
Preferred Stock, and any remaining funds shall be paid pro rata to the
holders of Series C Preferred Stock up to the amount owed.

CONVERSION RATE

Each share of Series A and Series B Preferred Stock has a face value of
$25,000 per share and is convertible into 4,166 shares of common stock, or
$6.00 per common share ("Conversion Ratio"). Each share of the Series C
Preferred Stock has a face value of $25,000 per shares and is convertible
into 2,500 shares of common stock, or $10 per common share. The Restated
Articles provide that the Conversion Ratio shall be adjusted for various
corporate actions of the Company to protect the holders of the preferred
stock against dilution, including, but not limited to, stock splits, stock
dividends, mergers, reorganization and recapitalizations. The Conversion
Ratio shall also be adjusted for the sale of any shares of common stock at
a price of less than the conversion price, excluding stock options granted
before the filing of the Restated Articles, of which there were none, or
granted pursuant to a duly adopted stock option plan for which no more than
10% of the outstanding common stock shall be reserved for issuance.

40
<PAGE> 41

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

VOTING RIGHTS

The Preferred Stock shall be generally non-voting except as specifically
provided for in the Restated Articles and summarized below:

The vote of the majority of the Series A Preferred Stock shall be required
for authorization of the following: (i) the issuance of any securities
ranking senior to or in parity with the Series A Preferred Stock except for
commercial debt incurred in the ordinary course of business or (ii) any
amendments, alterations or repeals of any provision of the Restated
Articles affecting the rights or preferences of such Series A Preferred
Stock or any agreement therefore.

The vote of the majority of the Series B Preferred Stock shall be required
for authorization of the following: (i) the issuance of any securities
ranking senior to or in parity with the Series B Preferred Stock except for
commercial debt incurred in the ordinary course of business or (ii) any
amendments, alterations or repeals of any provision of the Restated
Articles affecting the rights or preferences of Series B Preferred Stock or
any agreement therefore. Also, the Series B Preferred Stock shall have the
right to elect 1/3 of the directors of the Board of Directors.

The vote of the majority of the Series C Preferred Stock shall be required
for authorization of the following: (i) the issuance of any securities
ranking senior to or in parity with the Series C Preferred Stock except for
commercial debt incurred in the ordinary course of business or (ii) any
amendments, alterations or repeals of any provision of the Restated
Articles affecting the rights or preferences of such Series C Preferred
Stock or any agreement therefore.

In the event that the Company defaults on the payment of any dividend on or
redemption of any series of preferred stock, then that series of preferred
stock shall become fully voting on all matters submitted to a vote of the
shareholders as if fully converted into common stock.

41
<PAGE> 42

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

LIQUIDATION

Upon any liquidation, dissolution or winding-up of the Company,
distribution of the assets of the Company shall be made in the following
order: (i) to the holders of Series A Preferred Stock, an amount equal to
the initial purchase price plus accrued but unpaid dividends; (ii) to the
holders of Series B and C Preferred Stock, a pro rata amount equal to the
face value plus accrued but unpaid dividends (as amended in August 1999);
and (iii) pro rata to the holders of the preferred stock and common stock.

6. STOCK OPTIONS

PLAN STOCK OPTIONS

Pursuant to 2Connect's Plan of Reorganization confirmed by the Bankruptcy
Court on October 27, 1998, all outstanding stock options and stock option
plans were terminated. Effective on January 1, 1999, the Company adopted
the Bobby Allison Wireless Corporation 1999 Stock Option Plan ("Option
Plan"). The Option Plan provides that the Company may grant options to any
director, officer or employee of the Company to purchase up to 10% of the
sum of its outstanding common stock and common stock equivalents but in no
event greater than 100,000 shares.

The Company applies APB Opinion 25, "Accounting for Stock Issued to
Employees," and related interpretations in accounting for options issued to
employees. Accordingly, no compensation cost has been recognized for
options granted to employees at exercise prices which equal or exceed the
market price of the Company's common stock at the date of grant. Options
granted at exercise prices below market prices are recognized as
compensation cost measured as the difference between market price and
exercise price at the date of grant.

42
<PAGE> 43

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

Statement of Financial Accounting Standards No. 123 (FAS 123) "Accounting
for Stock-Based Compensation," requires the Company to provide pro forma
information regarding net income and earnings per share as if compensation
cost for the Company's employee stock options had been determined in
accordance with the fair market value based on the method prescribed in FAS
123. The Company estimates the fair value of each stock option at the grant
date by using the Black-Scholes option-pricing model with the following
weighted-average assumptions used for grants in the years ended December
31, 1999 and 1998, respectively: no dividend yield, an expected life of
five years; expected volatility of .1%, and a risk-free interest rate of
6%.

Under the accounting provisions of FAS 123, the Company's net income
applicable to common stock and income per share would have been decreased
to the pro forma amounts indicated below:

<TABLE>
<CAPTION>
Year Ended December 31, 1999 1998
--------------------------------------------------------------------------------
<S> <C> <C>
Net income applicable to common stockholders:
As reported $ 439,320 $ 53,886
Pro forma 290,580 53,886

Basic earnings per common share:
As reported $ .92 $ .11
Pro forma .61 .11

Diluted earnings per common share:
As reported $ .73 $ .11
Pro forma .56 .11
================================================================================
</TABLE>

43
<PAGE> 44

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

NON-PLAN OPTIONS

The Company issued non-plan options to purchase 7,500 shares of common
stock on December 31, 1998 pursuant to the execution of a license agreement
(see Note 11). The value of these options as determined by the
Black-Scholes valuation model was not material to the financial statements.

In November 1999, the Company issued non-plan contingent vesting options to
Sterne Agee and a stockholder to purchase 100,000 shares of the Company's
common stock at $10 per share. The options were issued as consideration for
loan guarantees and vest only in the event the optionee is required to
satisfy the guarantee of the $1,000,000 line of credit. The options expire
upon the occurrence of either the loans being repaid by the Company or the
guarantors are otherwise released from their guarantee. The contingent
vesting options were valued at $112,000 using the Black-Scholes valuation
model assuming no dividend yield, an expected life of two years, expected
volatility of .1%, a risk-free interest rate of 6.0% and the value of the
options will be charged to operations if and when the options vest.

The following table summarizes information about employee plan and non-plan
stock option activity for the periods ended December 31, 1998 and 1999:

<TABLE>
<CAPTION>
Weighted Average Fair Value of
Shares Exercise Price Options Granted
-------------------------------------------------------------------------------
<S> <C> <C> <C>
Outstanding, December 31, 1997 -- $ -- $ --
Granted, at market value 7,500 6.00 1.53
-------------------------------------------------------------------------------

Outstanding, December 31, 1998 7,500 6.00 --
Granted, at market value 155,500 8.65 1.68
-------------------------------------------------------------------------------

Outstanding, December 31, 1999 163,000 $ 8.53 $ --
===============================================================================
</TABLE>

At December 31, 1999 and 1998, a total of 52,000 and 7,500 options,
respectively, were exercisable at a weighted-average exercise price of
$6.00. All 55,500 options granted in 1999 were

44
<PAGE> 45

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

plan options.

The following table summarizes information about stock options outstanding
and exercisable at December 31, 1999:

<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
------------------------------------------- -------------------------------
Weighted- Weighted-
Average Average Average
Range of Number Exercise Remaining Number Exercise
Exercise Prices Outstanding Price Life Exercisable Price
------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
EMPLOYEE PLAN
AND NON-PLAN
OPTIONS

$ 6.00 52,500 $ 6.00 9 YEARS 44,500 $ 6.00
$ 10.00 3,000 $ 10.00 9 YEARS -- --
------------------------------------------------------------------------------------------------

55,500 $ 6.21 44,500 $ 6.00
================================================================================================
NON-EMPLOYEE
NON-PLAN
OPTIONS

$ 6.00 7,500 $ 6.00 9 YEARS 7,500 $ 6.00
================================================================================================

</TABLE>

7. WARRANTS

In November 1999, the Company issued warrants to Sterne Agee and a
stockholder to purchase 41,000 shares (as adjusted for certain provisions
in the agreements) of the Company's common stock at $10 per share and that
expire in November 2003. The warrants were issued as consideration for loan
guarantees made by the warrant holders related to the $1,000,000 line of
credit. The warrants were valued at $104,960 using the Black-Scholes
valuation model assuming no dividend yield, an expected life of ten years,
expected volatility of .1%, a risk-free interest rate of 6.0% and have been
recorded as debt discount. The debt discount is being amortized through
January 3, 2001, the date the loan becomes due on demand. At December 31,
1999, the unamortized debt discount totaled $94,005. In the event that the
guarantors are required to satisfy the guaranty, then the guarantors will
be assigned all rights, security and protections of the lender. At their
option, the guarantor, or any of them, may exchange their payment on the
guaranty for common stock of the Company at $10.00 per

45
<PAGE> 46

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

share pursuant to a contingent option agreement.

8. INCOME TAXES

Deferred income taxes at December 31, 1999 and 1998 consist of the
following:

1999 1998
-----------------------------------------------------------------------

Current Deferred Tax Asset:
Accounts receivable allowance $31,000 $ 24,000
-----------------------------------------------------------------------

Total current deferred tax asset $31,000 $ 24,000
=======================================================================
Noncurrent Deferred Tax Assets:
Net operating loss carryforwards $ -- $137,000
Leasehold improvements 64,000 19,000
-----------------------------------------------------------------------

Total noncurrent deferred tax assets $64,000 $156,000
=======================================================================

Significant components of income tax expense are as follows:

1999 1998
-----------------------------------------------------------------------

Current:
Federal $259,000 $ --
State 28,000 --
-----------------------------------------------------------------------

287,000 --
-----------------------------------------------------------------------

Deferred:
Federal 75,000 39,000
State 10,000 6,000
-----------------------------------------------------------------------

85,000 45,000
-----------------------------------------------------------------------

$372,000 $45,000
=======================================================================

46
<PAGE> 47

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

The following summary reconciles differences from taxes at federal
statutory rates with the effective rate:

1999 1998
-----------------------------------------------------------------------
--

Federal income taxes at statutory rates 34% 34%
State taxes 5% 5%
-----------------------------------------------------------------------

Income tax expense at effective rates 39% 39%
=======================================================================

9. LEASES

The Company has entered into various leases for equipment, office and
retail facilities. Future minimum lease payments under noncancelable
operating leases at December 31, 1999 are:

<TABLE>
<CAPTION>
Year Ending December 31,
-----------------------------------------------------------------------
<S> <C>
2000 $ 2,641,145
2001 2,328,908
2002 2,098,404
2003 1,820,553
2004 1,530,331
Thereafter 3,425,480
-----------------------------------------------------------------------

Total minimum payments required $ 13,844,821
=======================================================================

</TABLE>

Several retail facility lease agreements provide for additional lease
payments based upon various operating expenses of the lessor. These amounts
have been estimated for future periods utilizing amounts charged in 1998.
Rent expense for the years ended December 31, 1999 and 1998 was $1,757,039
and $757,236 respectively.

47
<PAGE> 48

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

10. PROFIT-SHARING PLAN

The Company has a 401(k) profit sharing plan that covers substantially all
employees. Participants may contribute up to the lesser of 10% of their
annual compensation or the maximum amount allowable under provisions of the
Internal Revenue Code. The Plan requires Company contributions equal to 25%
of each participant's contribution up to 5% of compensation. Company
contributions to the plan were $7,200 and $6,400 for 1999 and 1998,
respectively.

11. COMMITMENTS AND CONTINGENCY

LICENSE AGREEMENT

The Company has a license agreement with Robert A. Allison a/k/a/ Bobby
Allison ("Mr. Allison"), the renown NASCAR driver, whereby the Company may
utilize Mr. Allison's name in connection with its operations. The agreement
requires Mr. Allison to make eight personal promotional appearances and
spend up to 48 hours on advertising campaigns such as television, radio or
print advertisement.

The initial term of the license agreement expires on December 31, 2008. The
Company has options to renew the license agreement for five successive
five-year terms for a total term (including the initial term) of 35 years.
In consideration of this license and these services, the Company is to pay
Mr. Allison a fixed annual fee of $48,000 per year through December 31,
2008, $52,800 per year during the first five-year renewal period, $58,000
per year for the second five-year renewal period, $63,900 during the third
five-year renewal period, $70,300 per year during the fourth five-year
renewal period and $77,300 per year during the fifth five-year renewal
period ("Fixed Fees").

In addition to the Fixed Fees, the Company will pay Mr. Allison a
contingent fee equal to the difference between that amount which is equal
to one-tenth of one percent of the Company's annual net sales, and the
Fixed Fee for such year with respect to the

48
<PAGE> 49

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

Company's first $100 million of annual net sales plus that amount equal to
three-hundredths of one percent of annual net sales over $100 million.

As part of the agreement, the Company also issued options (see Note 6) to
the licensor to purchase 7,500 shares of the Company's common stock with an
exercise price of $6.00 per share. The options are exercisable beginning
May 31, 1999 and expire 15 days after the termination of this agreement.
The license agreement imposes certain restrictions on the options or, if
exercised, the underlying common stock in the event of a breach in the
license agreement.

EMPLOYMENT AGREEMENTS

On December 31, 1998, the Company entered into employment agreements with
the Company's Chief Executive Officer and President (collectively "the
Officers"). The employment agreements have an initial term of three years.
Upon the expiration of the initial term, the employment agreements
automatically renew for successive one-year terms unless sooner terminated
by the Company or either Officer giving written notice 120 days prior to
the commencement of such renewal term. During the first 12 months of the
employment agreements, the Officers shall each receive a minimum annual
base compensation of $135,000. At the end of such initial 12-month period
and each 12-month period thereafter, the Company's Board of Directors shall
review the Officers' annual salary to determine the next 12 months' annual
compensation provided, however, that the Officers' annual salary shall be
increased a minimum of 6% each year.

The officers are each covered by an incentive compensation plan which
provides additional compensation equal to 4% (8% in total) of the Company's
pre-tax net income before accrued incentive compensation for any applicable
employment year. The Company

49
<PAGE> 50

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

accrued $82,000 payable in 2000 under the incentive compensation plan.

In the event that either Officer terminates their employment agreement for
the Company's breach of its terms, then the Company shall pay the officer
severance compensation equal to two-thirds (2/3) of the Officer's annual
compensation at the time of the termination if during the initial
three-year term and one-fourth (1/4) of the Officer's annual compensation
at the time of the termination if during a renewal term.

MEDICAL INSURANCE PLAN

The Company self insures a portion of its employee medical insurance plan.
Expense is based on payments made plus estimates of unpaid claims. Any
claims exceeding approximately $5,000 are covered by insurance.

50
<PAGE> 51

BOBBY ALLISON WIRELESS CORPORATION
AND SUBSIDIARY

Notes to Consolidated Financial Statements

12. SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental cash flow information is as follows:

<TABLE>
<CAPTION>
Year Ended December 31, 1999 1998
---------------------------------------------------------------------------
<S> <C> <C>
Cash paid for interest $ 93,839 $ 128,838
===========================================================================
Noncash financing and investing activities:
Conversion of debentures into Series A
preferred stock $ -- $(375,000)
Conversion of debentures into Series B
preferred stock -- (140,000)
Conversion of note payable classified as
deferred revenue -- (262,022)
Accrued preferred stock dividends 44,358 13,736
Issuance of warrants 104,960 --
Record acquisition:
Prepaid expenses -- (1,789)
Fixed assets -- (175,000)
Goodwill -- (335,626)
Accrued expenses -- 142,202
Debenture notes payable -- 250,000
Other notes payable -- 10,838
===========================================================================
</TABLE>

51
<PAGE> 52

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

At the time of the Company's initial public offering, the Company's
balance sheet for the fiscal year ended December 31, 1996 and the related
statements of operations and deficit accumulated during the development stage,
shareholders equity and cash flows for the period from April 19, 1996 (date of
inception) to December 31, 1996 were audited by the independent accounting firm
of KPMG LLP, formerly known as KPMG Peat Marwick LLP ("KPMG"). KPMG expressed
its unqualified opinion as to such financial statements of the Company in its
report dated February 20, 1997, except as to the last paragraph of Note 9, which
is as of May 5, 1997.

On November 21,1997, the Company changed its fiscal year end to the
Saturday nearest January 31, in conformity with the National Retail Federation
fiscal calendar. The Company filed a Form 8-K on December 3, 1997 giving notice
of this change and the Company's intent to reflect the fiscal year transition on
Form 10-KSB for the year ended January 31, 1998.

The Company filed for bankruptcy on January 12, 1998. Subsequently, the
U.S. Bankruptcy Court, Southern District of Florida, did not authorize the
expenditure of the Company's funds for an audit. Therefore, the Company was
unable to engage KPMG to complete an audit of the Company's financial statements
for the one month ended January 31, 1997 and the year ended January 31, 1998. As
a result of the Company's failure to have an audit completed, the Company did
not file a Form 10-KSB for such fiscal year.

There were no disagreements during 1996 or 1997 between the Company and
KPMG on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreement, if not resolved
to the satisfaction of KPMG would have caused it to make reference to the
subject matter of the disagreement in its report. Since its emergence from
bankruptcy, the Company contacted KPMG regarding its audit. However, KPMG has
declined to stand for reelection which was confirmed by its letter to the
Company dated January 8, 1999.

On January 7, 1999, in anticipation of KPMG's declination to stand for
reelection, the Company engaged BDO Seidman, LLP ("BDO Seidman") as the
successor independent auditor, which engagement was approved by the Board of
Directors of the Company on the same date. BDO Seidman is an international
accounting and consulting organization with three offices in Florida. BDO
Seidman was engaged on January 7, 1999 to audit the Company's financial
statements for the one-month ended January 31, 1997 and the fiscal year ended
January 31, 1998.

The Merger described in Item 1 of the Company's Form 8-K for the event
dated December 31, 1998 filed on January 8, 1999 results in a change of control
of ownership of the Company. BDO Seidman has advised the Company that the
financial statements of the Company for the years prior to 1999 would include
only the results of operations of Bobby Allison as a result of the change in
control. Consequently, BDO Seidman has been engaged to audit the Company's
financial statements for the year ended December 31, 1998 which will be the
historical financial statements of Bobby Allison. The historical financials of
BAC for the year ended December 31, 1997 was audited by the independent
accounting firm of Carter, Belcourt & Atkinson, P. A.

The Company's historical financial statements for the year ended
January 31, 1998 and the one month period ended January 31, 1997 existing prior
to the Merger, which were audited by BDO Seidman, have been filed with the
Company's Form 8-K/A amending the Company's Form 8-K reporting the Merger.

52
<PAGE> 53

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
WITH SECTION 16(a) OF THE EXCHANGE ACT.

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth certain information regarding the
current executive officers and directors of the Company.

<TABLE>
<CAPTION>
Name Age Position
---- --- --------
<S> <C> <C>
Robert L. McGinnis 59 Chairman of the Board, Chief Executive Officer and
Treasurer

James L. Ralph 36 President, Secretary and Director

James S. Holbrook, Jr. 55 Director

</TABLE>

ROBERT L. McGINNIS has served as Chairman of the Board, Chief Executive
Officer and Treasurer of the Company since December 31, 1998. From its inception
in 1993 until its merger with the Company on December 31, 1998, Mr. McGinnis
served as Chief Executive Officer of Bobby Allison Cellular Systems of Florida,
Inc.

JAMES L. RALPH has served as President, Secretary and Director since
December 31, 1998. From its inception in 1993 until its merger with the Company
on December 31, 1998, Mr. Ralph served as the President and Chief Operating
Officer of Bobby Allison Cellular Systems of Florida, Inc.

JAMES S. HOLBROOK, JR. has served as Director since December 31, 1998 and
served as Chairman of Board and Chief Executive Officer from August 27, 1998
until December 31, 1998. Mr. Holbrook is, and has for the past five years been,
the chief executive officer of Sterne Agee and its affiliated companies.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and directors, and persons who beneficially own more than 10% of the
Common Stock ("Section 16 Insiders"), to file reports of ownership and changes
in ownership with the Securities and Exchange Commission ("SEC"). Section 16
Insiders are required by the SEC regulations to furnish the Company with copies
of all SEC forms required under Section 16(a) of the Securities Exchange Act of
1934 ("Section 16(a) Forms"). Based solely on review of the Section 16(a) Forms
as furnished to the Company, the Company believes that for the period from
January 1, 1999 through December 31, 1999, all Section 16 Insiders filed their
Section 16(a) Forms in a timely manner, except that (i) Sterne, Agee & Leach
Group, Inc. Sterne, Agee & Leach, Inc., The Trust Company of Sterne, Agee &
Leach, Inc. and James S. Holbrook, Jr. were late filing their joint Form 4 to
report the purchase in August of shares of the Company's Series C Convertible
Preferred Stock and (ii) Robert L. McGinnis and James L. Ralph were each late
filing their Form 5 to report the grant of options on March 31, 1999 pursuant to
the Bobby Allison Wireless Corporation 1999 Stock Option Plan.

53
<PAGE> 54

ITEM 10. EXECUTIVE COMPENSATION.

COMPENSATION

The following table sets forth certain information regarding compensation
paid or accrued by the Company for services rendered in all capacities during
the years ended December 31, 1997, 1998 and 1999, for the chief executive
officers and the four other most highly compensated executive officers of the
Company whose total annual salary and bonus in the last fiscal year exceeded
$100,000 (collectively, the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
Long-Term
Compensation
Annual Compensation (2) ------------
---------------------------------------- Number of
Salary Bonus Other Annual Stock Options All Other
Name and Principal Position (1) Year ($) ($) Compensation(3) Granted Compensation
- --------------------------------- ---- ------ ----- --------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Robert L. McGinnis, Chairman and 1999 $135,000 $41,000(4) $30,979 10,000 $15,000(5)
CEO 1998 $132,534 0 $19,200 -- --
1997 $86,723 0 $19,200 -- --

James L. Ralph, President and 1999 $135,000 $41,000(4) $14,738 10,000 $10,000(5)
COO 1998 $129,939 0 $17,200 -- --
1997 $88,125 0 $17,200 -- --

</TABLE>

- ----------

(1) Robert L. McGinnis became the Chairman of the Board and CEO and James L.
Ralph became the President and COO immediately following the Merger,
January 1, 1999, and subject to their employment agreements. See
"Employment Agreements."

(2) Dollar value of perquisites and other benefits were less that the lesser of
$50,000 or 10% of the total salary and bonus for each Named Executive
Officer.

(3) Represents the dollar value of insurance premiums paid by the Company with
respect to life, health, dental and disability insurance and automobile
allowance for the benefit of the Named Executive Officer.

(4) Represents incentive compensation payable to officers as of December 31,
1999.

(5) Represents annual value of life insurance premiums to Messrs Mr. McGinnis
and Ralph paid under the Split-Dollar Agreement between the Company and
each of Messrs. McGinnis and Ralph. See "Employment Agreements."

EMPLOYMENT AGREEMENTS

Pursuant to the Merger, Robert L. McGinnis and James L. Ralph became the
Named Executive Officers of the Company. They have each entered into employment
agreements with the Company effective December 31, 1998, a summary of which are
discussed below.

McGINNIS AGREEMENT. Pursuant to the employment agreements entered into
between the Company and Robert L. McGinnis ("McGinnis Agreement") on December
31, 1998, Mr. McGinnis became the Company's Chief Executive

54
<PAGE> 55

Officer. The McGinnis Agreement shall have an initial term of three (3) years.
Upon the expiration of the initial term, the McGinnis Agreement shall
automatically renew for successive one (1) year terms unless sooner terminated
by either party giving written notice one hundred twenty (120) days prior to the
commencement of such renewal term. During the first twelve (12) months of the
McGinnis Agreement, Mr. McGinnis shall receive a minimum annual base
compensation of One Hundred Thirty-Five Thousand Dollars ($135,000). At the end
of such initial twelve (12) month period and each twelve (12) month period
thereafter, the Company's Board of Directors shall review Mr. McGinnis' annual
salary to determine the next twelve (12) months annual compensation; provided,
however, that Mr. McGinnis' annual salary shall be increased a minimum of six
percent (6%) each year. The McGinnis Agreement requires that the Board of
Directors approve an incentive compensation plan which provides additional
compensation to Mr. McGinnis based upon the Company's net income and which at a
minimum shall be equal to two percent (2%) of the Company's net income for any
applicable employment year. The Board of Directors may also reward Mr. McGinnis
additional discretionary compensation in the form of bonuses or other rewards.
In the event that Mr. McGinnis terminates the McGinnis Agreement for the
Company's breach of its terms, then the Company shall pay Mr. McGinnis severance
compensation equal to two-thirds (2/3) of Mr. McGinnis' annual compensation at
the time of the termination if during the initial three (3) year term and
one-fourth (1/4) of Mr. McGinnis' annual compensation at the time of the
termination if during a renewal term.

Pursuant to the McGinnis Agreement, Mr. McGinnis will be entitled to
receive other benefits such as an automobile, health insurance, disability
insurance, reimbursement of business expenses and the right to participate in
other employee benefit plans, retirement plans, deferred compensation plans and
other fringe benefits generally made available to executive and management
employees of the Company. The McGinnis Agreement further provides that Mr.
McGinnis will be eligible to participate in a stock option plan of the Company
which has reserved for issuance at least ten percent (10%) of the issued and
outstanding capital stock of the Company. As previously stated, no stock option
plan has yet been adopted.

Finally, the McGinnis Agreement provides that the Company shall fund the
premium of a life insurance policy on Mr. McGinnis' life which will provide a
split-dollar benefit, i.e, death benefit to the Company and cash surrender value
to Mr. McGinnis' designated beneficiaries or estate in the event of his death.
The life insurance policy shall be a permanent life policy with a face amount
that will cause the annual premium to exceed the annual cost of term life
insurance by $15,000. If Mr. McGinnis is terminated, then Mr. McGinnis shall
become the sole owner of the policy. Mr. McGinnis and the Company entered into a
Split-Dollar Agreement on February 10, 1999, effective December 31, 1998.

RALPH AGREEMENT. Pursuant to the employment agreements entered into between
the Company and James L. Ralph ("Ralph Agreement") on December 31, 1998, Mr.
Ralph became the Company's President. The Ralph Agreement shall have an initial
term of three (3) years. Upon the expiration of the initial term, the Ralph
Agreement shall automatically renew for successive one (1) year terms unless
sooner terminated by either party giving written notice one hundred twenty (120)
days prior to the commencement of such renewal term. During the first twelve
(12) months of the Ralph Agreement, Mr. Ralph shall receive a minimum annual
base compensation of One Hundred Thirty-Five Thousand Dollars ($135,000). At the
end of such initial twelve (12) month period and each twelve (12) month period
thereafter, the Company's Board of Directors shall review Mr. Ralph's annual
salary to determine the next twelve (12) months annual compensation; provided,
however, that Mr. Ralph's annual salary shall be increased a minimum of six
percent (6%) each year. The Ralph Agreement requires that the Board of Directors
approve an incentive compensation plan which provides additional compensation to
Mr. Ralph based upon the Company's net income and which at a minimum shall be
equal to two percent (2%) of the Company's net income for any applicable
employment year. The Board of Directors may also reward Mr. Ralph additional
discretionary compensation in the form of bonuses or other rewards.
In the event that Mr. Ralph terminates the Ralph Agreement for the Company's
breach of its terms, then the Company shall pay Mr. Ralph severance compensation
equal to two-thirds (2/3) of Mr. Ralph's annual compensation at the time of the
termination if during the initial three (3) year term and one-fourth (1/4) of
Mr. Ralph's annual compensation at the time of the termination if during a
renewal term.

55
<PAGE> 56

Pursuant to the Ralph Agreement, Mr. Ralph will be entitled to receive
other benefits such as an automobile, health insurance, disability insurance,
reimbursement of business expenses and the right to participate in other
employee benefit plans, retirement plans, deferred compensation plans and other
fringe benefits generally made available to executive and management employees
of the Company. The Ralph Agreement further provides that Mr. Ralph will be
eligible to participate in a stock option plan of the Company which has reserved
for issuance at least ten percent (10%) of the issued and outstanding capital
stock of the Company. As previously stated, no stock option plan has yet been
adopted.

Finally, the Ralph Agreement provides that the Company shall fund the
premium of a life insurance policy on Mr. Ralph's life which will provide a
split-dollar benefit, i.e., death benefit to the Company and cash surrender
value to Mr. Ralph's designated beneficiaries or estate in the event of his
death. The life insurance policy shall be a permanent life policy with a face
amount that will cause the annual premium to exceed the annual cost of term life
insurance by $10,000. If Mr. Ralph is terminated, then Mr. Ralph shall become
the sole owner of the policy. Mr. Ralph and the Company entered into a
Split-Dollar Agreement on February 10, 1999, effective December 31, 1998.

INCENTIVE COMPENSATION PLAN. On December 31, 1999 pursuant to the terms of
the McGinnis Agreement and the Ralph Agreement, the Company adopted an Incentive
Compensation Plan for each of Mr. McGinnis and Mr. Ralph. These incentive plans
provide that within 90 days following each fiscal year, the Company shall pay
each of Mr. McGinnis and Mr. Ralph a bonus equal to 4% of the Company's
consolidated pre-tax income (before the incentive bonus accrued) as reported in
the Company's financial statements for the year ended December 31, 1999 included
in this Form 10-KSB. The incentive plans shall have a term equivalent to the
McGinnis Agreement or Ralph Agreement, respectively.

EMPLOYEE STOCK OPTIONS

Pursuant to the Company's Plan of Reorganization confirmed by the
Bankruptcy Court on October 27, 1998, all outstanding stock options and stock
option plans were terminated. After the bankruptcy and pursuant to the terms of
the employment agreements with Messrs. McGinnis and Ralph, the Company adopted
the Bobby Allison Wireless Corporation 1999 Stock Option Plan ("Option Plan")
effective January 1, 1999. The Option Plan provides that the Company may grant
options to purchase up to ten (10%) of the outstanding Common Stock and common
stock equivalents but in no event greater than 100,000 shares.

On March 31, 1999, the Company granted incentive stock options to certain
employees of the Company for the right to purchase up to 42,000 shares of Common
Stock at $6.00 per share exercisable immediately, including options to purchase
up to 10,000 shares of Common Stock granted to each of Messrs. McGinnis and
Ralph. On May 1, 1999, the Company granted a new employee options to purchase
10,500 shares of Common Stock, 2,500 exercisable immediately, 3,500 exercisable
on May 1, 2000 and 4,500 exercisable on May 1, 2001. Effective November 9, 1999,
the Company granted options to purchase 3,000 shares of Common Stock to various
employees which vest at various times from June 1, 2000 to November 1, 2000. The
Company has not yet granted any options in the year 2000.

56
<PAGE> 57

The following table sets forth the options granted during the year ended
December 31, 1999 for each Named Executive Officer:

OPTIONS/SAR GRANTS IN LAST FISCAL YEAR
(INDIVIDUAL GRANTS)

<TABLE>
<CAPTION>
Percent of Total
Number of Securities Options/SARs Exercise of
Underlying Granted to Employees Base Price Expiration
Name Options/SARs Granted (#) in Fiscal Year ($/Share) Date
---- ------------------------ ---------------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Robert L. McGinnis...... 10,000 18.02% $6.00 03/31/09
James L. Ralph.......... 10,000 18.02% $6.00 03/31/09

</TABLE>

The Company also granted 107,500 non-plan options in 1999, 100,000 of which
are only exercisable upon the occurrence of specific contingencies. See "Item
12- Certain Relationships and Related Transactions."

COMPENSATION OF DIRECTORS

Directors do not currently receive any compensation for serving as a
director of the Company. The Company does, however, reimburse directors for
their travel and other expenses incurred in connection with attending meetings
of the Board of Directors.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company does not have a compensation committee. However, Mr. McGinnis,
the Chairman of the Board and CEO and Mr. Ralph, the President and COO, are two
of the three members of the full Board of Directors of the Company.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth the number and percentage of outstanding
shares of Common Stock beneficially owned as of March 20, 2000 by (i) each
person or entity known by the Company to own more than 5% of the outstanding
Common Stock; (ii) each Named Executive Officer of the Company; (iii) each
director of the Company, and (iv) all executive officers and directors of the
Company as a group.

<TABLE>
<CAPTION>
Name of Beneficial Owner Shares(1) Percentage(2)
------------------------ --------- -------------
<S> <C> <C>
Robert L. McGinnis (3) 193,332 22.99%
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771

James L. Ralph(3) 197,498 23.49%
2055 Lake Avenue, S.E., Suite A
Largo, Florida 33771

James S. Holbrook, Jr.(4)(5) 335,976 38.54%
800 Shades Creek Parkway, Suite 700
Birmingham, Alabama 35209

Sterne, Agee & Leach Group, Inc.(4)(5) 287,398 33.36%
800 Shades Creek Parkway, Suite 700
Birmingham, Alabama 35209

Sterne, Agee & Leach, Inc.(4)(5) 287,398 33.36%
800 Shades Creek Parkway, Suite 700
Birmingham, Alabama 35209

The Trust Company of Sterne,
Agee & Leach, Inc.(4)(5) 287,398 33.36%
800 Shades Creek Parkway, Suite 125
Birmingham, Alabama 35209

All directors and executive officers
as a group (3 persons) 726,806 81.50%

</TABLE>

- ----------

(*) Indicates beneficial ownership of less than 1% of the outstanding shares of
the Company's Common Stock.

57
<PAGE> 58

(1) Includes shares of Common Stock owned and shares of Common Stock into which
shares of convertible preferred stock of the Company owned by such person
is convertible. The only direct owner of the Common Stock at this time are
Robert L. McGinnis, James L. Ralph, Sterne, Agee & Leach, Inc. and The
Trust Company of Sterne, Agee & Leach, Inc.

(2) Calculated pursuant to Rule 13d-3(d) under the Securities Exchange Act of
1934 ("Exchange Act"). Under Rule 13d-3(d), shares not outstanding which
are subject to options exercisable within 60 days are deemed outstanding
for the purpose of calculating the number and percentage owned by such
person, but not deemed outstanding for the purpose of calculating the
percentage owned by any other person listed. As of December 31, 1999, the
Company had 830,790 shares of Common Stock assuming conversion of all of
the outstanding convertible preferred stock and which number was adjusted
for such options applicable.

(3) Messrs. McGinnis and Ralph are Named Executive Officers, directors and five
(5) percent shareholders. Each of Messrs, McGinnis and Ralph hold an option
to purchase up to 10,000 shares of Common Stock at $6.00 per share which
are currently exercisable.

(4) Mr. Holbrook is a director and 5% beneficial owner of the Company. Mr.
Holbrook is the Co-Chairman of the Board and CEO of Sterne, Agee & Leach
Group, Inc. which serves as the parent company for, among other companies,
Sterne, Agee and Leach, Inc. and The Trust Company of Sterne, Agee & Leach,
Inc. Consequently, Mr. Holbrook, Sterne, Agee & Leach Group, Inc., Sterne,
Agee and Leach, Inc. and The Trust Company of Sterne, Agee & Leach, Inc.
constitute a voting group under Rule 13d-1 promulgated under the Securities
Exchange Act of 1934, as amended, thereby requiring Mr. Holbrook to report
beneficial ownership of all shares owned by Sterne, Agee & Leach Group,
Inc., Sterne, Agee and Leach, Inc. and The Trust Company of Sterne, Agee &
Leach, Inc. Furthermore, Sterne Agee & Leach Group, Inc., Sterne, Agee &
Leach, Inc. and The Trust Company of Sterne Agee & Leach, Inc. must report
beneficial ownership of the shares owned by each other but they do not
report beneficial ownership of shares owned by Mr. Holbrook individually.
Mr. Holbrook disclaims beneficial ownership of all securities held by
Sterne, Agee & Leach Group, Inc., Sterne, Agee & Leach, Inc. and The Trust
Company of Sterne, Agee & Leach, Inc. Sterne, Agee & Leach Group, Inc.,
Sterne, Agee & Leach, Inc. and The Trust Company of Sterne, Agee & Leach,
Inc., as trustees, disclaim beneficial ownership of all securities held by
The Trust Company of Sterne, Agee & Leach, Inc. for the benefit of third
parties.

(5) Mr. Holbrook beneficially owns 8 shares of Series B Preferred Stock (4
through a general partnership) convertible into 33,328 shares of Common
Stock, 2 shares of Series C Preferred Stock convertible into 5,000 shares
of Common Stock and a warrant to purchase 10,250 shares of Common Stock at
$10.00 per share, which assuming conversion of all of the convertible
preferred stock and the exercise of this warrant constitutes approximately
5.57% of the total outstanding shares of Common Stock. Sterne, Agee & Leach
Group, Inc. beneficially owns 24 shares of Series B Preferred Stock (4
through a general partnership) convertible into 99,984 shares of Common
Stock and a warrant to purchase 20,500 shares of Common Stock at $10.00 per
share which, assuming conversion of all of the convertible preferred stock
and the exercise of this warrant constitutes approximately 13.98% of the
outstanding shares of Common Stock. Sterne, Agee and Leach, Inc.
beneficially owns 30,000 shares of Common Stock and 2 shares of Series C
Preferred Stock convertible into 5,000 shares of Common Stock which,
assuming conversion of all convertible preferred stock, constitutes
approximately 4.06% of the total outstanding shares of Common Stock. The
Trust Company of Sterne, Agee and Leach, Inc. beneficially owns as trustee
of a trust for the benefit of Sterne, Agee and Leach, Inc. or its assigns
100,000 shares of Common Stock which has been committed to be distributed
to independent third parties pursuant to

58
<PAGE> 59

a Memorandum of Understanding in accordance with the exemption from registration
contained in Section 3(a)(10) of the Securities Act of 1933, as amended, which
assuming conversion of all of the convertible preferred stock, represents
approximately 11.7% of the outstanding shares of Common Stock, and, as
co-trustee of a trust benefitting the adult and independent children of James S.
Holbrook, Jr., 4 shares of Series B Preferred Stock convertible into 16,664
shares of Common Stock, 2 shares of Series C Preferred Stock convertible into
5,000 shares of Common Stock, and a warrant to purchase 10,250 shares of Common
Stock at $10.00 per share which, assuming conversion of all of the convertible
preferred stock and the warrant, constitutes approximately 3.75% of the
outstanding shares of Common Stock.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

DEBENTURES

Pursuant to the Merger, each of Messrs. McGinnis and Ralph were issued
debentures of the Company in the principal amount $125,000 payable in
installment over three (3) years at an interest rate of 7.5% per annum. See
"Item 1 -- The Merger."

WARRANTS AND STOCK OPTIONS WITH CONTINGENT EXERCISABILITY

On November 19, 1999, the Registrant consummated a revolving note loan
from Colonial Bank in the amount of $1 million. This note was unconditionally
guaranteed by Mr. Holbrook, Sterne, Agee & Leach Group, Inc. and a trust of
which The Trust Company of Sterne, Agee & Leach, Inc. is a co-trustee
benefitting Mr. Holbrook's independent adult children, in the amounts of
$500,000, $250,000 and $250,000, respectively, in consideration for warrants to
purchase 20,500, 10,250 and 10,250 shares, respectively (as adjusted pursuant to
the terms of the warrants), of Common Stock for $10.00 per share exercisable
until November 19, 2003. Furthermore, in the event that the guarantors are
required to make payment against the guaranties, then, upon such payment, they
each will have the right to exercise an option, separate and apart from the
warrants, to convert such payment on the guaranty into shares of Common Stock at
a price of $10.00 per share (or an aggregate maximum of 100,000 shares). In the
event that the loan is either (i) repaid by the Company or (ii) the guarantors
are otherwise released from the guaranties, then such option shall expire but
the warrants shall continue to exist until exercised or their expiration at the
end of four years.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits: The exhibits required to be filed by this Item 13(a) are listed
herein on the Index to Exhibits on page 61 and are hereby incorporated herein by
reference.

(b) Reports on Form 8-K: The Company filed the following Report on Form 8-K
during the quarter ended December 31, 1999 which includes a listing of the items
reported, whether any financial statement were attached and the date of such
report:

The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
Current Report on Form 8-K filed December 1, 1999 reporting under Item 5 of Form
8-K the consummation of the event occurring on November 19, 1999, a $1 million
loan from Colonial Bank and the corresponding guarantees of such loan by certain
shareholders in lieu of common stock purchase warrants. No financial statement
were attached to this Form 8-K.

59
<PAGE> 60

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Company caused this report to be signed on its
behalf by the undersigned, there unto duly authorized.

BOBBY ALLISON WIRELESS CORPORATION

By: /s/ Robert L. McGinnis
--------------------------------------
Name: Robert L. McGinnis
Title: Chairman of the Board and Chief
Executive Officer

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>

/s/ Robert L. McGinnis Chairman of the Board, Chief Executive Officer March 29, 2000
- --------------------------------- (Principal Executive Officer) and Treasurer
Robert L. McGinnis (Principal Financial and Accounting Officer)

/s/ James L. Ralph President and Secretary March 29, 2000
- ---------------------------------
James L. Ralph

/s/ James S. Holbrook, Jr. Director March 29, 2000
- ---------------------------------
James S. Holbrook, Jr.

</TABLE>

60
<PAGE> 61

FORM 10-KSB
INDEX TO EXHIBITS

Exhibit
Number Description Page
- ------ ----------- ----
<S> <C> <C>
3.1 Second Restated Articles of Incorporation of the Company (11)
3.2 Bylaws of Company (1)
3.3 Amendment to Bylaws dated June 1, 1999 (9)
4.1 Specimen Stock Certificate of Company (1)
4.2 Form of Warrant(12)
4.3 Form of Option Agreement(12)
4.4 Sections 4.2 and 4.3 of the Second Restated Articles of Incorporation of the Company
9.9* Voting Trust Agreement with Mark D. Fisherman (1)
10.1* 2Connect Express, Inc. 1996 Stock Option Plan (1)
10.2* 2Connect Express, Inc. Director's Option Plan (1)
10.3* Amended and Restated Employment Agreement with Marc. D. Fisherman dated as
of April 1, 1997 (1)
10.4* Employment Agreement between the Company and Kevin Killoran dated June 17, 1997 (1)
10.5* Employment Agreement between the Company and Michael Wichelns dated June 17, 1996 (1)
10.6* Employment Agreement between the Company and Jeff Manly dated June 17, 1996 (1)
10.7* Form of Indemnification Agreement between Company and Marc D. Fisherman (1)
10.8* Form of Indemnification Agreement between Company and Steven Stedman (1)
10.9* Form of Indemnification Agreement between Company and Jeff Manly (1)
10.10* Form of Indemnification Agreement between Company and Kevin Killoran (1)
10.11* Form of Indemnification Agreement between Company and Ira Neimark (1)
10.12* Form of Indemnification Agreement between Company and David Colby (1)
10.13* Form of Indemnification Agreement between Company and Lynn Tilton (1)
10.14* Form of Indemnification Agreement between Company and Arnold Jaffee (1)

</TABLE>

61
<PAGE> 62

10.15* Management Agreement between the Company and Bobby Allison Cellular Systems
of Florida, Inc. (2)
10.16* Agreement by an between the Company and Sterne, Agee & Leach, Inc. dated August
27, 1998 (3)
10.17* Debtor's Amended Plan of Reorganization file June 24, 1998 (4)
10.18* Second Amended Disclosure Statements for Amended Plan of Reorganization filed
June 24, 1998 (4)
10.19* First Modification to Amended Plan of Reorganization dated August 7, 1998 (4)
10.20* First Modification to Second Amended Disclosure Statement dated August 7, 1998 (4)
10.21* Second Modification to Amended Plan of Reorganization filed August 28, 1998 (4)
10.22 Merger Agreement by and among the Company, 2Connect Acquisition Corp., Bobby
Allison Cellular Systems of Florida, Inc. and the shareholders of Bobby Allison
Cellular Systems of Florida, Inc. dated May 1, 1998, as amended October 26, 1998. (5)
10.23 Employment Agreement of Robert L. McGinnis (5)
10.24 Employment Agreement of James L. Ralph (5)
10.25 License Agreement with Robert A. Allison a/k/a Bobby Allison (9)
10.26** Exclusive Regional Retail Dealer Agreement, effective December 1, 1998, by and
between Bobby Allison Cellular Systems of Florida, Inc. and AT&T Wireless
Services of Florida, Inc. d/b/a AT&T Wireless Services. (10)
10.27 Bobby Allison Wireless Corporation 1999 Stock Option Plan (9)
10.28(a) Promissory Note between Bobby Allison Wireless Corporation and SouthTrust Bank,
National Association, in the amount of $350,000 dated February 24,
1999 (8)
10.28(b) Business Loan Agreement between Bobby Allison Wireless Corporation and
SouthTrust Bank, National Association, dated February 24, 1999 (8)
10.28(c) Commercial Security Agreement between Bobby Allison Wireless Corporation and
SouthTrust Bank, National Association, dated February 24, 1999 (8)
10.29(a) Promissory Note between Bobby Allison Wireless Corporation and SouthTrust Bank,
National Association, in the amount of $500,000 dated February 24,
1999 (8)
10.29(b) Business Loan Agreement between Bobby Allison Wireless
Corporation and SouthTrust Bank, National Association, dated February 24, 1999 (8)
10.29(c) Commercial Security Agreement between Bobby Allison Wireless Corporation and
SouthTrust Bank, National Association, dated February 24, 1999 (8)
10.30 Colonial Bank Note dated November 17, 1999(12)
10.31(a) Colonial Bank Note dated February 23, 2000

</TABLE>

62
<PAGE> 63
\

10.31(b) Modification Agreement effective February 23, 2000
10.32 Split-Dollar Agreement of Robert L. McGinnis
10.33 Split-Dollar Agreement of James L. Ralph
10.34 Bobby Allison Wireless Corporation Incentive Compensation Plan for Robert L. McGinnis
10.35 Bobby Allison Wireless Corporation Incentive Compensation Plan for James L. Ralph
16.1 Letter of KPMG LLP on change of accountants (6)
21.1 Subsidiaries of Bobby Allison Wireless Corporation
27.1 Financial Data Schedule

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

* Each of these documents have either expired, were terminated or were
consummated upon the confirmation of the Company's Plan of Reorganization
confirmed by the U.S. Bankruptcy Court, Southern District of Florida on
October 27, 1998.

** Certain provisions of this exhibit are subject to an order of confidential
treatment issued by the Securities and Exchange Commission.

(1) Registration Statement on Form SB-2 with respect to the units of Bobby
Allison Wireless Corporation f/k/a/ 2Connect Express, Inc. (Commission
File No. 333-15567) is incorporated by reference into Part III of this
report.

(2) The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
Quarterly Report on Form 10-QSB for the quarter ended August 1, 1998
(Commission File No. 000-22251), is incorporated by reference into Part
III of this report.

(3) The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
Current Report on Form 8-K for the event occurring on August 27, 1998
(Commission File No. 000-22251), is incorporated by reference into Part
III of this report.

(4) The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
Quarterly Report on Form 10-QSB for the quarter ended October 31, 1998
(Commission File No. 000-22251), is incorporated by reference into Part
III of this report.

(5) The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
Current Report on Form 8-K for the event occurring on December 31, 1998
(Commission File No. 000-22251), is incorporated by reference into Part
III of this report.

(6) The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
Current Report on Form 8-K for the event occurring on January 7, 1999
(Commission File No. 000-22251), is incorporated by reference to Part III
of this report.

63
<PAGE> 64

(7) The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
Current Report on Form 8-K for the event occurring on March 1, 1999
(Commission File No. 000-22251), is incorporated by reference to Part III
of this report.

(8) Amendment No. 1 to the Bobby Allison Wireless Corporation f/k/a 2Connect
Express, Inc. Quarterly Report on Form 10-QSB for the quarter ended March
31, 1999 (Commission File No. 000-22251), is incorporated by reference
into Part III of this report.

(9) The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
current report on Form 10-KSB for the year ended December 31, 1999
(Commission File No. 000-22251), is incorporated by reference to Part III
of this report.

(10) Amendment No. 1 to the Bobby Allison Wireless Corporation f/k/a 2Connect
Express, Inc. current report on Form 10-KSB for the year ended December
31, 1999 (Commission File No. 000-22251), is incorporated by reference to
Part III of this report.

(11) The Bobby Allison Wireless Corporation f/k/a 2Connect Express, Inc.
Quarterly Report on Form 10-QSB for the quarter ended June 30, 1999
(Commission File No. 000-22251), is incorporated by reference into Part
III of this report.

(12) The Bobby Allison Wireless Corporation Current Report on Form 8-K for the
event occurring on November 19, 1999 (Commission File No. 000-22251), is
incorporated by reference to Part III of this report.

<PAGE> 1
EXHIBIT 4.4

1. SERIES A PREFERRED STOCK, SERIES B PREFERRED STOCK AND SERIES C
PREFERRED STOCK.

(a) CERTAIN DEFINITIONS. Unless the context otherwise requires, for
purposes of this Section 4.2(a), the terms defined in this Section 4.2(a) shall
have the meanings herein specified (with terms defined in the singular having
comparable meanings when used in the plural).

"CONVERSION VALUE" shall mean (i) in the case of Series A Preferred
Stock, the quotient of the Series A Initial Purchase Price divided by the
Series A Conversion Rate; (ii) in the case of Series B Preferred Stock, the
quotient of the Series B Initial Purchase Price divided by the Series B
Conversion Rate; (iii) in the case of Series C Preferred Stock, the
quotient of the Series C Initial Purchase Price divided by the Series C
Conversion Rate; and (iv) in the case of any other series of preferred
stock, the quotient of the initial purchase price of such series divided by
the conversion rate of such series of preferred stock.

"DELINQUENT REDEMPTION PRICE" shall mean, with respect to each share
of Preferred Stock, the Series A Initial Purchase Price, Series B Initial
Purchase Price, or Series C Initial Purchase Price, as applicable, plus an
amount thereon accruing from the applicable Mandatory Redemption Date at an
annual rate equal to eight percent (8%).

"DISPOSITION PROCEEDS" shall have the meaning set forth in Section 4.2
(c)(iii).

"SERIES A INITIAL ISSUE DATE" shall mean, with respect to each
separate certificate issued, the date that such certificate representing
shares of Series A Preferred Stock is issued.

"SERIES B INITIAL ISSUE DATE" shall mean, with respect to each
separate certificate issued, the date that such certificate representing
shares of Series B Preferred Stock is issued.

"SERIES C INITIAL ISSUE DATE" shall mean, with respect to each
separate certificate issued, the date that such certificate representing
shares of Series C Preferred Stock is issued.

"SERIES A INITIAL PURCHASE PRICE" shall mean $25,000 per share
(adjusted for stock dividends, stock splits, reverse stock splits,
combinations and the like).

"SERIES B INITIAL PURCHASE PRICE" shall mean $25,000 per share
(adjusted for stock dividends, stock splits, reverse stock splits,
combinations and the like).

"SERIES C INITIAL PURCHASE PRICE" shall mean $25,000 per share
(adjusted for stock dividends, stock splits, reverse stock splits,
combinations and the like).

"SERIES A LIQUIDATION PREFERENCE" shall have the meaning set forth in
Section 4.2(c)(iii) hereof.

<PAGE> 2

"SERIES B/C LIQUIDATION PREFERENCE" shall have the meaning set forth
in Section 4.2(c)(iv) hereof.

"SERIES A REDEMPTION PRICE" shall mean, with respect to each share of
Series A Preferred Stock, the Series A Initial Purchase Price plus any
accumulated but unpaid dividends.

"SERIES B REDEMPTION PRICE" shall mean, with respect to each share of
Series B Preferred Stock, the Series B Initial Purchase Price plus any
accumulated but unpaid dividends.

"SERIES C REDEMPTION PRICE" shall mean, with respect to each share of
Series C Preferred Stock, the Series C Initial Purchase Price plus any
accumulated but unpaid dividends.

"SUBORDINATE STOCK" shall mean any class or series of capital stock of
the Corporation, however designated, which is junior in right to the Series
A Preferred Stock, the Series B Preferred Stock and Series C Preferred
Stock, including without limitation the Common Stock and any preferred
stock that is not entitled to receive (i) any dividends unless all
dividends required to have been paid or declared and set apart for payment
on the Series A Preferred Stock, the Series B Preferred Stock and Series C
Preferred Stock shall have been so paid or declared and set apart for
payment; or (ii) any assets upon liquidation, dissolution or winding up of
the affairs of the Corporation until the Series A Preferred Stock, the
Series B Preferred Stock and Series C Preferred Stock shall have received
the entire amount to which such stock is entitled upon such liquidation,
dissolution or winding up in accordance with Section 4.2(c) below.

(b) DIVIDENDS. The holders of the Series A Preferred Stock and Series B
Preferred Stock shall be entitled to receive out of funds legally available
therefor, dividends at the annual rate of seven and one-half percent (7.5%)
based on the Series A Initial Purchase Price and the Series B Initial Purchase
Price, as applicable. The holders of the Series C Preferred Stock shall be
entitled to receive out of funds legally available therefor, dividends at an
annual rate of seven percent (7%) based upon the Series C Initial Purchase
Price. Dividends on the Series A Preferred Stock and the Series B Preferred
Stock shall accrue on a daily basis and shall be payable in cash semi-annually
on January 1 and July 1 of each year for so long as any Series A Preferred Stock
or Series B Preferred Stock remains outstanding. Dividends on the Series C
Preferred Stock shall accrue on a daily basis and shall be payable in cash
semi-annually on April 1 and October 1 of each year for so long as any Series C
Preferred Stock remains outstanding. Dividends on the Preferred Stock,
including, without limitations, any accrued and unpaid dividends and liquidating
distributions, shall be paid before any dividends or other distributions shall
be declared or paid or set aside for payment on any Subordinate Stock; provided,
further, that any such dividends shall be paid on the Series A Preferred Stock
and Series B Preferred Stock before any dividends or other distributions shall
be declared or paid or set aside for payment on any Series C Preferred Stock.

<PAGE> 3

(i) The Corporation shall deliver to each holder of Preferred Stock
notice of any "DISPOSITION" (as defined in Section 4.2(c)(ii)) at least 90
days prior to such event, which notice shall state all material facts and
common terms relating to such Disposition, including, without limitation,
(1) the nature of such Disposition, including, without limitation, the
amount, terms and conditions of payment to the holders of the Series A
Preferred Stock, Series B Preferred Stock and Series C Preferred Stock and
the holders of Common Stock in connection with such Disposition; (2) the
date on which such Disposition shall occur; and (3) the procedures that
must be followed (and the latest date that such procedures must be
completed) in order for such holder to effect a conversion of shares of
Preferred Stock into shares of Common Stock, if such a conversion is so
desired.

(ii) The following events shall be considered a Disposition under this
Section 4.2:

(1) any consolidation or merger of the Corporation with or into
any other corporation or other entity or person, or any other corporate
reorganization, in which the stockholders of the Corporation immediately
prior to such consolidation, merger or reorganization, own less than 50% of
the Corporation's voting power immediately after such consolidation, merger
or reorganization, or any transaction or series of related transactions in
which in excess of 50% of the Corporation's voting power is transferred;

(2) a sale, lease or other disposition of all or substantially
all of the assets of the Corporation; or

(3) any voluntary or involuntary liquidation, dissolution or
other winding up of the affairs of the Corporation.

(iii) In the event of any such Disposition, before any payment or
distribution shall be made to the holders of the Series B Preferred Stock,
the Series C Preferred Stock, the Common Stock or any other Subordinate
Stock, the holders of Series A Preferred Stock shall be entitled to be paid
out of the proceeds of such Disposition received by the Corporation (the
"DISPOSITION PROCEEDS") in cash, or, if the Corporation does not have
sufficient cash on hand to pay such amounts, property of the Corporation at
its fair market value as determined by the Board of Directors, an amount
(the "SERIES A LIQUIDATION PREFERENCE") equal to the Series A Initial
Purchase Price plus any accrued but unpaid dividends. If upon any such
Disposition, the remaining assets of the Corporation available for
distribution to its shareholders shall be insufficient to pay the holders
of the Series A Preferred Stock the full amount of the Series A Liquidation
Preference, the holders of the Series A Preferred Stock shall share ratably
among themselves in any distribution of the remaining assets and funds of
the Corporation in proportion to the respective amounts that would

<PAGE> 4

otherwise be payable in respect of the shares held by them upon such
distribution if all amounts payable on or with respect to such shares were
paid in full.

(iv) In the event of any such Disposition, after the full amount of
the Series A Liquidation Preference has been paid to the holders of the
Series A Preferred Stock and before any payment or distribution shall be
made to the holders of the Common Stock or any other Subordinate Stock, the
holders of Series B Preferred Stock and Series C Preferred Stock shall be
entitled to be paid ratably without preference out of the Disposition
Proceeds in cash, or, if the Corporation does not have sufficient cash on
hand to pay such amounts, property of the Corporation at its fair market
value as determined by the Board of Directors, an amount (the "SERIES B/C
LIQUIDATION PREFERENCE") equal to the Series B Initial Purchase Price and
Series C Initial Purchase Price, respectively, plus any accrued but unpaid
dividends. If upon any such Disposition, the remaining assets of the
Corporation available for distribution to its shareholders shall be
insufficient to pay the holders of the Series B Preferred Stock and Series
C Preferred Stock the full amount of the Series B/C Liquidation Preference,
the holders of the Series B Preferred Stock and Series C Preferred Stock
shall share ratably without preference among themselves in any distribution
of the remaining assets and funds of the Corporation in proportion to the
respective amounts that would otherwise be payable in respect of the shares
held by them upon such distribution if all amounts payable on or with
respect to such shares were paid in full.

(d) CONVERSION RIGHTS.

(i) CONVERSION AT THE OPTION OF THE HOLDER.

(1) The holders of the Preferred Stock shall have the right, at
their option, to convert shares of Preferred Stock into shares of
Common Stock of the Corporation at any time and from time to time,
without the payment of additional consideration, into, with respect to
each share of Series A Preferred Stock and each share of Series B
Preferred Stock, four thousand one hundred sixty-six (4,166) shares of
fully paid and nonassessable shares of Common Stock and, with respect
to each share of Series C Preferred Stock, two thousand five hundred
(2,500) shares of fully paid and nonassessable shares of Common Stock
(the applicable conversion rate of each of the Series A Preferred
Stock, the Series B Preferred Stock and the Series C Preferred Stock
being hereinafter referred to in each instance as the "CONVERSION
RATE"). For purposes of this Section 4.2, the Conversion Rate shall be
subject to adjustment as provided in Section 4.2(d)(ii)(2) and
4.2(d)(ii)(3) below.

(2) The Corporation shall not issue, in connection with the
conversion of shares of Preferred Stock, certificates for fractional
shares, but in lieu thereof shall pay to any person who would
otherwise be entitled thereto an amount of cash equal to such fraction
multiplied by the greater of (i) fair value of one share of Common
Stock, as determined by the Board of Directors, whose determination
shall be conclusive or (ii) the applicable Conversion Value.

<PAGE> 5

(3) In order for any holder of shares of Preferred Stock to
convert the same into Common Stock, such holder shall surrender the
certificate or certificate therefor, duly endorsed, at the office of
the Corporation and shall give written notice to the Corporation that
such holder elects to convert all or part of the shares represented by
the certificate or certificates and shall state in writing therein the
name or names in which such holder desires the certificate or
certificates for Common Stock to be issued. The Corporation shall, as
soon as practicable thereafter, issue and deliver to such holder of
shares of Preferred Stock, or to such holder's nominee or nominees,
certificates for the full number of shares of Common Stock to which
such holder shall be entitled as aforesaid. Shares of Preferred Stock
shall be deemed to have been converted as of the date of the surrender
of such shares for conversion as provided above, and the person or
persons entitled to receive Common Stock issuable upon such conversion
shall be treated for all purposes as the record holder or holders of
such Common Stock on such date.

(4) If a holder converts shares of Preferred Stock, the
Corporation shall pay any documentary stamp tax or similar issue,
excise or transfer tax due on the issue of shares of Common Stock upon
the conversion; PROVIDED, HOWEVER, that the holder shall pay any such
tax that is due because the shares are issued in a name other than the
holder's name pursuant to Section 4.2(d)(i)(4).

(ii) CERTAIN MATTERS WITH RESPECT TO CONVERSION.

(1) The Corporation has reserved and shall continue to
reserve out of its authorized but unissued Common Stock or its
Common Stock held in treasury sufficient shares of Common Stock
to permit the complete and full conversion into Common Stock of
the outstanding Preferred Stock. All shares of Common Stock that
may be issued upon conversion of Preferred Stock shall be duly
authorized, validly issued, fully paid and nonassessable.

(2) The Conversion Rate shall be subject to adjustment as
follows:

(a) In case the Corporation shall (i) pay a dividend or
make a distribution on its Common Stock in shares of Common Stock
of the Corporation, (ii) subdivide or split its outstanding
Common Stock, or (iii) combine the outstanding Common Stock into
a smaller number of shares, the Conversion Rate following the
effective date of such event shall be such number of shares
(calculated to the nearest whole share) equal to the product of
the applicable Conversion Rate in effect immediately prior to
such adjustment multiplied by a fraction, the numerator of which
is the number of shares of Common Stock outstanding immediately
after such event and the denominator of which is the number of
shares of Common Stock outstanding immediately prior to such
event. If the event results in the Conversion Rate including
fractional shares, then such fractional share shall be paid in
cash at the time of conversion in accordance with Section
4.2(d)(i)(2).

<PAGE> 6

(b) In the event the Corporation at any time or from
time to time shall make or issue, or fix a record date for the
determination of holders of Common Stock entitled to receive a
dividend or other distribution payable in securities of the
Corporation other than shares of Common Stock, then and in each
such event, provision shall be made so that the holders of
Preferred Stock shall receive upon conversion thereof in addition
to the number of shares of Common Stock receivable thereupon, the
amount of securities of the Corporation that they each would have
received had the Preferred Stock been converted into Common Stock
on the date of such event and had they each thereafter, during
the period from the date of such event to and including the
conversion date, retained such securities receivable by them as
aforesaid during such period, giving application to all
adjustments called for during such period under this Section 4.2
with respect to the rights of the holders of Preferred Stock;
PROVIDED, HOWEVER, that no such adjustment shall be made if the
holders of Preferred Stock simultaneously receive a dividend or
other distribution of such securities as they would have received
if all outstanding shares of Preferred Stock had been converted
into Common Stock on the date of such event.

(c) If Common Stock issuable upon the conversion of
Preferred Stock shall be changed into the same or a different
number of shares of any class or classes of stock, whether by
capital reorganization, reclassification, or otherwise (other
than a subdivision or combination of shares or stock dividend
provided for above, or a reorganization, merger, consolidation,
or sale of assets provided for below), then and in each such
event the holder of each such share of Preferred Stock shall have
the right thereafter to convert such share into the kind and
amount of shares of stock and other securities and property
receivable upon such reorganization, reclassification, or other
change, by holders of the number of shares of Common Stock into
which such share of Preferred Stock might have been converted
immediately prior to such reorganization, reclassification, or
change, all subject to further adjustment as provided herein.

(3) Adjustments to the Conversion Rate also shall be made
for certain dilutive issuances of additional shares of capital
stock by the Corporation as set forth in this Section
4.2(d)(ii)(3).

(a) SPECIAL DEFINITIONS. For purposes of this Section
4.2(d)(ii)(3), the following definitions shall apply:

(i) "OPTION" shall mean rights, options, warrants
or other securities convertible into or exchangeable or
exercisable for shares of Common Stock or Preferred Stock.

(ii) "ADDITIONAL SHARES OF STOCK" shall mean (i)
all shares of Common Stock issued by the Corporation after any
Series A Initial Issue Date, any Series B Initial Issue Date or
any Series C Initial Issue Date for which the

<PAGE> 7

consideration per share (determined pursuant to Section
4.2(d)(ii)(3)(c) below) is less than the applicable Conversion
Value in effect on the date of, and immediately prior to, the
issuance of such Additional Shares of Stock, other than shares of
Common Stock issued or issuable:

(A) upon exercise of any Options
outstanding on the date of filing of this Amended and Restated
Articles of Incorporation with the Florida Secretary of State
("Filing Date"); PROVIDED, HOWEVER, that if the Corporation,
after the Filing Date, amends the exercise price or the number of
shares covered by any Options outstanding on the Filing Date,
then such Options, as so amended, shall be deemed to have been
issued after the Filing Date;

(B) by reason of a dividend, stock split,
split-up or other distribution on shares of Common Stock that is
covered by Section 4.2(d)(ii)(2)(a) above;

(C) upon exercise of Options granted to
employees or directors of, or consultants to, the Corporation
pursuant to any stock option plan approved by the Board of
Directors of the Corporation and that, in the aggregate, are not
exercisable for more than ten percent (10%) of the outstanding
Common Stock at such time; or

(b) ADJUSTMENT OF CONVERSION RATE UPON ISSUANCE OF
ADDITIONAL SHARES OF STOCK. In the event the Corporation shall at
any time issue one or more Additional Shares of Stock, then and
in such event, the Conversion Rate, shall be increased,
concurrently with such issuance, to such number of shares of
Common Stock (calculated to the nearest whole share) determined
by multiplying the Conversion Rate then in effect by a fraction:

(i) the denominator of which shall be (1) the
number of shares of Common Stock outstanding immediately prior to
such issue plus (2) the number of shares of Common Stock that the
aggregate consideration received or to be received by the
Corporation for the total number of Additional Shares of Stock so
issued would purchase at the applicable Conversion Value; and

(ii) the numerator of which shall be the number of
shares of Common Stock outstanding immediately prior to such
issue plus the number of such Additional Shares of Stock so
issued.

(c) DETERMINATION OF CONSIDERATION. For purposes of
this Section 4.2(d)(ii)(3)(c), the consideration per share
received by the Corporation for the issue of any Additional
Shares of Stock shall be computed as follows:

(i) in case of the issuance of shares of Common
Stock for cash, the consideration shall be the amount of such
cash, provided that in

<PAGE> 8

no case shall any deduction be made for any commission, discounts
or other expenses incurred by the Corporation for any
underwriting of the issue or otherwise in connection therewith;

(ii) in the case of the issuance of shares of
Common Stock for a consideration in whole or in part other than
cash, the consideration other than cash shall be deemed to be the
fair market value thereof as determined by the Board of Directors
in its reasonable judgment exercised in good faith (irrespective
of the accounting treatment thereof); and

(iii) in the case of the issuance of Options, the
aggregate consideration received therefor shall be deemed to be
the consideration received by the Corporation for the issuance of
such Options plus the additional minimum consideration, if any,
to be received by the Corporation upon the conversion or exchange
or exercise thereof (the consideration in each case to be
determined in the same manner as provided in clauses (i) and (ii)
of this Section 4.2(d)(ii)(3)(c)).

(4) Whenever the number of shares of Common Stock into which
each share of Preferred Stock is convertible is adjusted, the
Corporation shall promptly mail to holders of the Preferred
Stock, first class, postage prepaid, a notice of the adjustment.
The Corporation shall file with the transfer agent, if any, for
the Preferred Stock a certificate from the Corporation's
independent public accountants briefly stating the facts
requiring the adjustment and the manner of computing it. Subject
to Section 4.2(d)(ii)(10) below, the certificate shall be
conclusive evidence that the adjustment is correct.

(5) The adjustments herein provided for shall be made
successively when the event giving rise to such adjustment occurs
and shall become effective immediately following the record date
for any event for which a record date is designated and on the
effective date for any other event.

(6) Shares of Preferred Stock that have been converted as
provided herein shall revert to the status of authorized but
unissued shares of Preferred Stock.

(7) In any case in which this Section 4.2(d)(ii) shall
require that an adjustment as a result of any event become
effective from and after a record date, the Corporation may elect
to defer until after the occurrence of such event (a) the
issuance to the holder of any shares of Preferred Stock converted
after such record date and before the occurrence of such event of
the additional shares of Common Stock issuable upon such
conversion over and above the shares issuable immediately prior
to adjustment; and (b) the delivery of a check for any remaining
fractional shares as provided in Section 4.2(d)(i)(3) above.

(8) Except as provided in the immediately following
sentence, any

<PAGE> 9

determination that the Corporation or its Board of Directors must
make pursuant to this Section 4.2(d)(ii) shall be conclusive.
Whenever the Corporation or its Board of Directors shall be
required to make a determination under this Section 4.2(d)(ii),
such determination shall be made in good faith and may be
challenged in good faith by the holders of a majority of each
affected series of Preferred Stock, as applicable, and any
dispute shall be resolved promptly (and in no event later than 90
days after any challenge), at the Corporation's expense, by an
independent public accounting firm selected by the Corporation
and acceptable to such holders of such Preferred Stock. Any such
determination shall be deemed approved if the requisite holders
have not notified the Corporation of any challenge within 30 days
after receiving notice (including a statement in reasonable
detail of the bases therefor) of such determination.

(e) REDEMPTION BY THE CORPORATION.

(i) MANDATORY REDEMPTION. To the extent the
Corporation shall have funds legally available for such payment,
the Corporation shall redeem each share of Series A Preferred
Stock and each share of Series B Preferred Stock on each date
which is five (5) years after the Series A Initial Issue Date and
the Series B Initial Issue Date (the "Mandatory Redemption
Date"). Payment shall be made in immediately available funds
payable to the holder on the Mandatory Redemption Date. Any
payment made after the Mandatory Redemption Date shall be at the
Delinquent Redemption Price.

(ii) VOLUNTARY REDEMPTION BY LOT. To the extent the
Corporation shall have funds legally available for such payment,
the Board of Directors, may, in its sole and absolute discretion,
at any time and from time to time, cause the Corporation to
redeem BY LOT, or such other reasonable method as the Board of
Directors shall direct, any one or more series or portion of any
series of Preferred Stock.

(iii) EFFECT OF REDEMPTION. Shares of Preferred
Stock that have been issued and converted or reacquired in any
manner, including as a result of redemption, shall revert to the
status of authorized and unissued shares of Preferred Stock, and
may be redesignated and reissued as part of any series of
Preferred Stock of the Corporation.

(f) VOTING RIGHTS. Except as otherwise set forth in this Section 4.2(f) or
as otherwise required by law, no share of Preferred Stock issued and outstanding
shall have the right to vote on any matters presented to the holders of the
Common Stock for vote.

(i) In addition to any vote or consent of
shareholders or directors required by law or these Amended and
Restated Articles of Incorporation, so long as any Preferred
Stock remains outstanding, the consent of the holders of such
Preferred Stock shall be necessary for (a) effecting, validating
or permitting any amendment, alteration or repeal of any of the
provisions of these Amended and Restated Articles of
Incorporation of the Corporation affecting the rights of such
series of Preferred

<PAGE> 10

Stock contained herein, or (b) any agreement to do any of the
foregoing.

(ii) The vote of the holders of the Series A
Preferred Stock shall be necessary for validating or permitting
any authorization, issuance, creation or increase in the
authorized shares of any class or series of equity security of
the Corporation ranking senior to or in parity with the Series A
Preferred Stock or the issuance of any debt securities. Debt
securities shall not mean commercial debt incurred in the
ordinary course of business.

(iii)(1) The holders of Series B Preferred Stock,
voting as single class, shall have the right to elect one-third
(1/3) of the members of the Board of Directors of the Corporation
(the "SERIES B DIRECTORS") rounded up or down to the nearest
whole number. If any of the Series B Directors shall cease to
serve as a director before his or her term shall expire, the
holders of Series B Preferred Stock, then outstanding may, at a
special meeting of the holders or by the written consent, elect a
successor to hold office for the unexpired term of the such
Series B Director.

(2) The vote of the holders of Series B Preferred Stock
shall be necessary for validating or permitting any
authorization, issuance, creation or increase in the authorized
shares of any class or series of equity security of the
Corporation ranking senior to or in parity with the Series B
Preferred Stock or the issuance of any debt securities. Debt
securities shall not mean commercial debt incurred in the
ordinary course of business.

(iv) The vote of the holders of the Series C
Preferred Stock shall be necessary for validating or permitting
any authorization, issuance, creation or increase in the
authorized shares of any class or series of equity security of
the Corporation ranking senior to or in parity with the Series C
Preferred Stock or the issuance of any debt securities. Debt
securities shall not mean commercial debt incurred in the
ordinary course of business.

(v) The rights of the holders of the Preferred
Stock set forth in this Section 4.2(f) may be exercised by either
the vote at a special meeting of the holders of each series of
Preferred Stock at any annual meeting of stockholders held for
the purpose of electing directors or by the written consent of
the holders of such Preferred Stock, as applicable.

(vi) In the event of the failure of the Corporation
to pay any dividend as required by Section 4.2(b) or any
redemption as required by Section 4.2(e), then such failure shall
cause all of the shares of that series of Preferred Stock to
automatically, and without any action on the part of any holder
of such series of Preferred Stock, become fully voting Preferred
Stock (as if fully converted into Common Stock) on all matters
upon which the Common Stock may vote. Such Preferred Stock will
still have preferential voting rights on the matters referred to
in this Section 4.2(f).

<PAGE> 11

(g) MISCELLANEOUS.

(i) HEADINGS OF SECTIONS. The headings of the
various subdivisions hereof are for convenience of reference only
and shall not affect the interpretation of any of the provisions
hereof.

(ii) SEVERABILITY OF PROVISIONS. If any voting
powers, preferences and relative, participating, optional and
other special rights of the Preferred Stock and qualifications,
limitations and restrictions thereof set forth herein (as may be
amended from time to time) is invalid, unlawful or incapable of
being enforced by reason of any rule of law or public policy, all
other voting powers, preferences and relative, participating,
optional and other special rights of Preferred Stock and
qualifications, limitations and restrictions thereof set forth
herein (as so amended) that can be given effect without the
invalid, unlawful or unenforceable voting powers, preferences and
relative, participating, optional and other special rights of
Preferred Stock and qualifications, limitations and restrictions
thereof shall, nevertheless, remain in full force and effect, and
no voting powers, preferences and relative, participating,
optional or other special rights of Preferred Stock and
qualifications, limitations and restrictions thereof herein set
forth shall be deemed dependent upon any other such voting
powers, preferences and relative, participating, optional or
other special rights of Preferred Stock and qualifications,
limitations and restrictions thereof unless so expressed herein.

4.3 COMMON STOCK.

(a) Each holder of shares of Common Stock shall be entitled to one vote for
each share of Common Stock held on all matters as to which holders of Common
Stock shall be entitled to vote.

(b) Any member of the Board of Directors of the Corporation selected by the
holders of a majority of all classes of stock of the Corporation entitled to
vote thereon may be removed only by the holders of a majority of such classes of
stock of the Corporation voting as a single class. In the event of a vacancy on
the Board of Directors of any of the directors elected by the holders of a
majority of all classes of stock of the Corporation entitled to vote thereon,
the holders of a majority of all classes of stock of the Corporation voting as a
single class will have the immediate right to designate a successor to fill that
vacancy.

(c) Each share of Common Stock issued and outstanding shall be identical in
all respects, one with the other, and no dividends shall be paid on any shares
of Common Stock unless the same dividend is paid on all shares of Common Stock
outstanding at the time of such payment. Except for and subject to those rights
expressly granted to the holders of the Preferred Stock, or except as may be
provided by the laws of the State of Florida, the holders of Common Stock shall
have exclusively all other rights of stockholders including, but not by way of
limitation, (1) the right to receive dividends, when and as declared by the
Board of Directors of the Corporation out of assets lawfully available therefor,
and (2) in the event of any distribution of assets upon liquidation,

<PAGE> 12

dissolution or winding-up of the Corporation or otherwise, the right to receive
pro rata all the assets and funds of the Corporation remaining after the payment
to the holders of the Preferred Stock of the specific amounts which they are
entitled to receive upon such liquidation, dissolution or winding-up of the
Corporation as herein provided.

<PAGE> 1
EXHIBIT 10.31(a)

<TABLE>
<CAPTION>
<S> <C>
COMMERCIAL PROMISSORY NOTE AND SECURITY AGREEMENT
- ------------------------------------------------------------------------------------------------------------------------------------
NAME(S)/ADDRESS(ES) OF BORROWER(S) ("Borrower, I, My or Me") NAME/ADDRESS OF LENDER (CREDITOR) ("Lender, You or Your")

BOBBY ALLISON WIRELESS CORPORATION COLONIAL BANK
2055 LAKE AVENUE S E CORPORATE LENDING
SUITE A P O BOX 1887
LARGO, FL 33771 BIRMINGHAM AL 35203

- ------------------------------------------------------------------------------------------------------------------------------------
NOTE NUMBER TRANSACTION DATE MATURITY DATE OFFICE ACCOUNT # RENEWAL

00000001 FEB. 23, 2000 MAY 2, 2000 051 8028476243 00000001
- ------------------------------------------------------------------------------------------------------------------------------------
For value received, on or before the Maturity Date, the undersigned Borrower
promises to pay the principal amount, together with interest, and any other
charges, including service charges, to the order of the Lender at its office at
the address noted above or holder, all in lawful money of the United States of
America. The undersigned further agrees to the terms below and on page two of
this Note and Security Agreement. Words, numbers or phrases preceded by a [ ] are
applicable only if the [ ] is marked.

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

PRINCIPAL AMOUNT One Million Five Hundred Thousand And 00/100 $ 1,500,000.00
- ------------------------------------------------------------------------------------------------------------------------------------

PAYMENT SCHEDULE: [ ] in installments of $ [ ] plus interest [ ] including interest

[X] interest only starting March 2, 2000 and payable [X] monthly. [ ] quarterly.
[ ]
[X] interest, principal and other charges due on Maturity Date.
[ ] other payment schedule:

This loan is subject to [ ] a fixed interest rate of % per annum. [X] a variable simple interest rate, which is
[ ] % greater than: [X] equal to: [ ] % less than: the following index:

Colonial Bank Base Rate
- ------------------------------------------------------------------------------------------------------------------------------------
Initial Variable Simple Present Variable Minimum Interest Rate Maximum Interest Rate Interest Rate Changes Will Occur:
Interest Rate Index Rate
8.750% 8.750% 2.000% 14.750% When Index Changes
- ------------------------------------------------------------------------------------------------------------------------------------

Interest may be calculated on the unpaid balance for the actual days outstanding
on a 365/360 day basis or any other per day basis resulting in a lesser
interest factor.

DEFAULT RATE: If in default the interest rate shall be: [ ] % per annum. [X] % in excess of the index.

LATE CHARGE: If Borrower is more than 9 days late in making any payment, in addition to such payment, Borrower will pay a
late charge of:

[X] the lesser of [ ] the greater of [ ] an amount equal to [X] $ 100.00 or [X] 5.000% of the payment in default.

PAYABLE ON DEMAND: [ ] Payment is due upon demand. [X] Payment is due upon demand, but in any event, not later than Maturity Date.

LINE OF CREDIT: [X] If this Note is not in default, Lender may make advances and readvances (lend and relend) on a continuing
basis up to the Principal Amount.
- ------------------------------------------------------------------------------------------------------------------------------------

This Note is secured by the Security Agreement below and on page two, and is subject to all of the terms thereof, which are
incorporated by reference. Lender may, upon deeming itself insecure, or upon Borrower's default in payment or in the terms of this
or any other agreement Borrower may have with Lender declare the entire unpaid balance due and payable. The Borrower severally
waives demand, notice, and protest and any defense due to extensions of time or other indulgence by Lender or to any substitution of
collateral. If the interest rate on this Note is tied to an index stated above, that index is used solely to establish a base from
which the actual rate of interest payable under this Note will be figured, and is not a reference to any actual rate of interest
charged by any lender to any particular borrower. If the interest rate varies in accordance with a selected index, if that index
ceases to exist, Lender may substitute a similar index which will become the index. If there is a Default Rate shown above, it may
be applied to all periods of time in which a default exists. If this Note is payable in installments, each installment payment will
be due on the same day of the installment period as the day upon which payments commence unless otherwise specified. Failure to pay
this Note according to the specified terms shall constitute a default. If permitted by law and at Lender's option, interest up to
the highest rate permitted by law may be assessed on any interest which is past due as the result of any payment not being paid when
due. Lender shall have the right to hold or apply its own indebtedness or liability to Borrower in payment of, or to provide
collateral security for the payment of this Note either prior to or after the Maturity Date. If legal proceedings are instituted to
enforce the terms of this Note, Borrower agrees to pay all costs of the Lender in connection therewith, including reasonable
attorney fees.

- ------------------------------------------------------------------------------------------------------------------------------------
[X] ADDITIONAL NOTE PROVISIONS:
$100 DOCUMENTATION FEE - PAID IN CASH

- ------------------------------------------------------------------------------------------------------------------------------------
1. SECURITY INTEREST GRANT -- The Borrower, in consideration of its liabilities, as hereinafter defined, hereby agrees to all of the
terms of this Agreement and further hereby specifically grants the Lender a continuing security interest in the collateral shown in
the boxes checked below (and described in the paragraph below) including the proceeds thereof and proceeds of hazard insurance and
eminent domain or condemnation awards involving the collateral, and including the products of the collateral or accessions to such
collateral, to secure the payment of all loans, advances, and extensions of credit from the Lender to the Borrower, including all
renewals and extensions thereof and any and all obligations of every kind whatsoever, whether heretofore, now, or hereafter existing
or arising between the Lender and the Borrower and howsoever incurred or evidenced, whether primary, secondary, contingent, or
otherwise. The grant of security interest herein shall apply to all obligations, whether they arise hereunder, under any other
mortgage, security agreement, note, lease, instrument, contract, document or other similar writing heretofore, now or hereafter
executed by the Borrower to Lender, including oral agreements and obligations arising by operation of law. The foregoing obligations
shall be hereafter collectively called the "Liabilities" and shall also include all interest, costs, expenses, and attorney fees
accruing to or incurred by the Lender in collecting the Liabilities or in the protection, maintenance, or liquidation of the
Collateral.

2. DESCRIPTION OF COLLATERAL -- The "Collateral" covered by this Agreement is all of the Borrower's property described below, with
regard to which a mark has been placed in the applicable box, which the Borrower now owns or may hereafter acquire or create and
which may include, but shall not be limited to, any items listed on any schedule or list attached hereto:

[ ] ALL ASSETS -- "All Assets" of the Borrower shall include all of the tangible and intangible property of the Borrower of
whatsoever nature now owned or hereafter acquired by the Borrower, including, but no limited to, accounts, inventory, equipment,
and instruments as defined herein.

[X] ACCOUNTS -- "Accounts" shall consist of accounts, documents, chattel paper, instruments, contract rights, general intangibles,
and choses in action, including any right to any refund of taxes paid before or after this Agreement to any governmental entity
(hereinafter individually and collectively referred to as "Accounts").

[X] INVENTORY -- "Inventory" shall consist of all inventory and goods now or hereafter acquired or owned, including, but not limited
to, raw materials, work in process, finished goods, tangible property, stock in trade, wares and merchandise used in or sold in
the ordinary course of the Borrower's business, including goods whose sale, lease or other disposition by the Borrower has given
rise to any accounts and any goods which may have been returned to or repossessed or stopped in transit by the Borrower.

[ ] EQUIPMENT -- "Equipment" shall consist of all equipment and fixtures, including all machinery, furnishings, furniture, vehicles
(together with all accessions, parts, attachments, accessories, tools, and
dies, or appurtenances thereto or intended for use in connection therewith),
and all substitutions, betterments, and replacements thereof and additions
thereto.

[ ] INSTRUMENTS -- "Instruments" means any negotiable instrument as defined in Article 3, Section 104 of the Uniform Commercial
Code, any security which is defined in Article 8, Section 102, of the Uniform Commercial Code, or any other writing which
evidences a right of payment of money (and is not itself a security agreement or lease) and is of a type which is, in the
ordinary course of business, transferred by delivery with a necessary endorsement or assignment.

[ ] SPECIFIC -- "Specific" refers to the specific property, together with all related rights, shown below.

[ ] The term Liabilities is limited to the extension of credit Lender is providing Borrower, the proceeds of which are to
purchase the specific property shown below, including any extensions or renewals thereof; plus related interest, costs,
expenses and attorney fees as called for in provision 1, debt unrelated to purchase proceeds being excluded regardless of
words to the contrary in provision 1.

3. SPECIFIC PROVISIONS -- the properties and interest in properties described below and also checked in the appropriate boxes above
are sometimes hereinafter individually and collectively referred to as the "Collateral." If no box is checked, it is specifically
understood and acknowledged by the Borrower that it is the intent of the Borrower to grant the Lender a security interest in "All
Assets" as defined above.

- ------------------------------------------------------------------------------------------------------------------------------------
SPECIFIC COLLATERAL/SPECIAL SECURITY AGREEMENT PROVISIONS (If Collateral includes fixtures, describe the real estate):

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

The Borrower acknowledges that this is the entire Agreement between the parties, except to the extent that writings signed by the
party to be charged are specifically incorporated herein by reference either in this Agreement or in such writings, and acknowledges
receipt of a true and complete copy of this Agreement. Further paragraphs of this Security Agreement are set forth on page two
hereof. The Borrower expressly agrees to all of the provisions hereof and signifies assent thereto by the signature below.

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

IN WITNESS WHEREOF, the Borrower has executed this Note and Security Agreement on the date and year shown below.

By X /s/ Robert L. McGinnis 2/23/00 By X
-------------------------------------------------------- -----------------------------------------------------------------
BOBBY ALLISON WIRELESS CORPORATION Date

Its Its

By X By X
-------------------------------------------------------- -----------------------------------------------------------------
Date

Its Its
</TABLE>

<PAGE> 1
Exhibit 10.31(b)
LOAN #8028476243-0001

MODIFICATION AGREEMENT

THIS MODIFICATION AGREEMENT is entered into by and between BOBBY
ALLISON WIRELESS, INC. (hereinafter "Borrower") and COLONIAL BANK (hereinafter
"Lender").

WHEREAS, Lender heretofore made a loan in the amount of $1,500,000.00
to Borrower, as evidenced by that certain Note dated February 23, 2000
(hereafter "Note").

WHEREAS, Borrower has requested that the maturity date of the loan be
modified from May 2, 2000 to January 31, 2001.

WHEREAS, Lender is agreeable to make such changes.

NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, Lender and Borrower agree and make the following changes
to the Note:

1. Change the existing maturity date of the Note from May 2, 2000
to January 31, 2001.
2. All other terms of the Note will remain unchanged.

BORROWER HEREBY AGREES and directs Lender to take any action necessary
to conform the Note, or the documents referred to in the Note or pertaining to
the Note, to the terms herein cited, and by these presents, accepts and confirms
their liability under said Note, and documents referred to in the Note or
pertaining to the Note, with the terms as herein modified.

BORROWER FURTHER AGREES that the herein Modification Agreement and the
modifications to the Note shall in no way affect or release any collateral held
by Lender as security or guarantee on said Note and same shall continue to
secure and guarantee said Note as modified.

IN WITNESS WHEREOF, the parties have executed this Modification
Agreement effective as of the 23rd day of February, 2000.

<PAGE> 2

CAUTION - IT IS IMPORTANT THAT YOU THOROUGHLY
READ THIS CONTRACT BEFORE YOU SIGN IT.

BORROWER: BOBBY ALLISON WIRELESS, INC.

By: /s/ Robert L. McGinnis
--------------------------
Its: CEO
--------------------------

LENDER: COLONIAL BANK

By: /s/ Alan Dobbins
--------------------------
Its: Assistant Vice President
--------------------------

<PAGE> 1
Exhibit 10.32

SPLIT-DOLLAR AGREEMENT

THIS SPLIT-DOLLAR AGREEMENT (hereinafter referred to as "this
Agreement") is made and entered into to be effective for all purposes as of
December 31, 1998, by and between 2CONNECT EXPRESS, INC. (hereinafter referred
to as "the Corporation"), a Florida corporation, with its principal office and
place of business in Pinellas County, Florida, and ROBERT L. McGINNIS
(hereinafter referred to as "the Employee"), an individual residing in Pinellas
County, Florida.

W I T N E S S E T H:

WHEREAS, the Employee is employed by the Corporation; and

WHEREAS, the Employee desires to provide life insurance protection for
the Corporation during the term of this Agreement in the event of his death, and
has obtained such protection, under a policy of life insurance insuring his life
(hereinafter referred to as "the Policy"), true and accurate excerpts of which
are attached hereto as Exhibit "A", and which has been issued by Provident
Mutual Life Insurance Company (hereinafter referred to as "the Insurer"); and

WHEREAS, during the term of this Agreement, the Corporation is willing
to pay all of the premiums due on the Policy from time to time as an additional
employment benefit for the Employee, on the terms and conditions hereinafter set
forth; and

WHEREAS, the Employee is the owner of the Policy and, as such,
possesses all incidents of ownership in and to the Policy; and

WHEREAS, during the term of this Agreement, the Corporation desires to
be entitled to the death benefit described in Section 1 hereinbelow with respect
to the Policy by virtue of a direct assignment of such death benefit by the
Employee, in order to comply with the terms of that certain Employment Agreement
between the Corporation and the Employee, the same being effective as of
December 31, 1998; and

WHEREAS, the Corporation and the Employee acknowledge and agree that
all of the foregoing statements are true and accurate, and that such statements
constitute integral parts of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual
promises contained herein, the adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. PURCHASE OF POLICY.

a. The Employee has purchased the Policy from the Insurer, and the
Policy has a total face amount of $1,100,000

Page 1 of 9
<PAGE> 2

(hereinafter referred to as "the Death Benefit"). The parties have taken all
necessary actions to cause the Insurer to issue the Policy, and shall take any
further action which may be necessary to cause the Policy to conform to the
provisions of this Agreement. The parties agree that the Policy shall be subject
to the terms and conditions of this Agreement and of the direct assignment of
the Death Benefit (hereinafter referred to as "the Assignment") in favor of the
Corporation with respect to the Policy filed with the Insurer.

b. The Policy constitutes a permanent life insurance policy. The
Death Benefit will cause the annual premium for the Policy to exceed the annual
cost of term life insurance protection on the life of the Employee by $15,000
(hereinafter referred to as "Excess Premium"). Each Excess Premium shall be
credited to the cash surrender value of the Policy. The net cash surrender value
of the Policy (i.e., the total cash surrender value less any loans with respect
to the Policy obtained by the Employee) shall at all times be and remain the
sole and exclusive property of the Employee. Each Excess Premium, as well as all
earnings thereon, shall be set aside for the sole benefit of the Employee, and
shall at all times be and remain the sole and exclusive property of the
Employee.

2. OWNERSHIP OF POLICY. The Employee shall be the sole and absolute
owner of the Policy, and may exercise all ownership rights granted pursuant to
the terms of the Policy. The Corporation shall not borrow against the Policy.

3. POLICY DIVIDENDS. The Policy does not, and will not, generate policy
dividends.

4. PAYMENT OF PREMIUMS. During the term of this Agreement, on or before
the due date of each premium with respect to the Policy, or within the grace
period provided by the Policy, the Corporation shall pay the full amount of such
premium to the Insurer, and shall, upon request by the Employee, promptly
furnish the Employee with evidence of the timely payment of such premium. Upon
the termination of this Agreement, the Corporation shall not be obligated to pay
any premiums attributable to periods of time occurring subsequent to the
effective date of such termination.

5. NO REIMBURSEMENT FROM EMPLOYEE/TAXATION OF THE EMPLOYEE. The parties
acknowledge that each annual premium for the Policy shall be the sum of Excess
Premium and an amount equal to the annual cost of term life insurance protection
on the life of the Employee, for each calendar year, or portion thereof,
comprising the term of this Agreement. For the purpose of this Section 5, "the
annual cost of term life insurance protection on the life of the Employee" shall
equal the PS 58 rate set forth in Rev. Rul. 55-747 (or the corresponding
applicable provision of any subsequent Revenue Ruling). The Corporation shall
not seek from the Employee any reimbursement for Excess Premium, for the annual
cost of term life insurance protection on the life of the Employee, or for any
other amount directly or

Page 2 of 9
<PAGE> 3

indirectly related to the annual premium for the Policy (hereinafter
collectively referred to as "the Reimbursement Arrangement"). As a result of the
Reimbursement Arrangement, the Employee will be required to recognize taxable
income in an amount equal to Excess Premium attributable to each taxable year of
the Employee; consequently, the Corporation shall pay to the Employee a cash
bonus equal to a net amount that is sufficient to pay the Employee's income
taxes attributable to the Reimbursement Arrangement and the Employee's income
taxes attributable to such cash bonus. Such income taxes shall be derived by
utilizing the Employee's highest marginal income tax rate. The Employee shall,
on an annual basis, provide the Corporation with a statement of the amount of
income reportable by the Employee for federal and state income tax purposes as a
result of the Reimbursement Arrangement. The Corporation shall, on an annual
basis, pay to the Employee the aforesaid cash bonus on or before April 15 of
each calendar year.

6. DIRECT ASSIGNMENT. To secure the right of the Corporation to receive
the Death Benefit pursuant to Section 8.a. hereinbelow, the Employee has
assigned, or shall contemporaneously with the execution of this Agreement
assign, the Death Benefit to the Corporation via direct assignment, by properly
executing the Assignment. The Assignment shall not be terminated, altered or
amended by the Employee, without the prior written consent of the Corporation.
The parties agree to take all actions necessary to cause the Assignment to
conform to the provisions of this Agreement.

7. EMPLOYEE'S RIGHTS IN POLICY.

a. The Employee shall be entitled to transfer and borrow against the
Policy, and shall be entitled to change the beneficiary designation provision
thereof to the extent such transfer, borrowing, or change does not affect the
Corporation's right to receive the Death Benefit during the term of this
Agreement; provided, however, the Employee shall not surrender or cancel the
Policy during the term of this Agreement without the prior written consent of
the Corporation.

b. The Employee shall have the right to absolutely and irrevocably
give to a donee all of his right, title and interest in and to the Policy,
subject to the Assignment. The Employee may exercise this right by executing a
written transfer of ownership in the form used by the Insurer for irrevocable
gifts of insurance policies, and by delivering such form to the Corporation.
Upon receipt of such form, executed by the Employee and duly accepted by the
donee thereof, the Corporation shall consent thereto in writing, and shall
thereafter treat the Employee's donee as the sole owner of all of the Employee's
right, title and interest in and to the Policy, subject to this Agreement and
the Assignment. Thereafter, the Employee shall have no right, title or interest
in and to the Policy and all such rights shall be vested in and exercisable only
by such donee.

Page 3 of 9
<PAGE> 4

8. COLLECTION OF DEATH BENEFIT.

a. During the term of this Agreement, upon the death of the
Employee, the Corporation shall have the unqualified right to receive the Death
Benefit. The Employee's designated beneficiary or beneficiaries shall have the
unqualified right to receive any and all amounts in excess of the Death Benefit,
including the net cash surrender value and the remaining balance of each Excess
Premium. The parties agree that the beneficiary designation provision of the
Policy shall conform to the provisions hereof.

b. Upon the death of the Employee, in the event the Employee is not
employed by the Corporation as of his date of death, regardless of the reason or
reasons with respect to the absence of such employment, or in the event this
Agreement has been terminated for any reason whatsoever prior to the death of
the Employee, the Employee's designated beneficiary or beneficiaries shall have
the unqualified right to receive the Death Benefit, as well as the net cash
surrender value and the remaining balance of each Excess Premium; moreover, the
Corporation shall not have any rights or interest with respect to the foregoing
items. The parties agree that the beneficiary designation provision of the
Policy shall conform to the provisions hereof.

c. The Corporation's receipt of the Death Benefit pursuant to the
provisions of Section 8.a. hereinabove shall be in full and complete
satisfaction of the amounts due to the Corporation pursuant to this Agreement.

d. If necessary, the Corporation and the beneficiary or
beneficiaries designated by the Employee shall cooperate to collect the Death
Benefit.

9. TERMINATION OF THE AGREEMENT DURING THE EMPLOYEE'S LIFETIME.

a. This Agreement shall terminate, during the Employee's lifetime,
upon the occurrence of any of the following events:

(i) total cessation of the Corporation's business;

(ii) bankruptcy, receivership, or dissolution of the
Corporation; or

(iii) termination of the Employee's employment with the
Corporation, for any reason other than his death.

b. In the event this Agreement is terminated for any reason
whatsoever during the Employee's lifetime, the Corporation shall release the
Assignment as of the effective date of such termination in accordance with
Section 10 hereinbelow.

Page 4 of 9
<PAGE> 5

c. In the event any premium, or any portion thereof, with respect to
the Policy is unpaid in whole or in part at the time of any termination of this
Agreement, said premium shall be paid by the Corporation prior to the effective
termination date.

10. DISPOSITION OF THE POLICY ON TERMINATION OF THIS AGREEMENT DURING
EMPLOYEE'S LIFETIME. During the thirty (30) day period immediately succeeding
the date of the termination of this Agreement during the Employee's lifetime for
any reason whatsoever, the Employee shall be entitled to obtain a release of the
Assignment. Furthermore, in his sole discretion, the Employee, at his sole
expense, shall be entitled to keep the Policy in force by paying the premiums
attributable to periods of time occurring subsequent to such effective
termination date. The Corporation shall release the Assignment by the execution
and delivery of an appropriate instrument of release satisfactory to the
Employee and the Insurer, and such release shall terminate the Corporation's
right to receive the Death Benefit.

11. INSURER NOT A PARTY. The Insurer shall be fully discharged from its
obligations under the Policy by payment of the Death Benefit provided by the
Policy to the beneficiary or beneficiaries named in the Policy, subject to the
terms and conditions of the Policy and the Assignment, and by dealing with
Excess Premium and the net cash surrender value of the Policy pursuant to the
instructions of the Employee during his lifetime, or of the Employee's
designated beneficiary or beneficiaries after his death. In no event shall the
Insurer be considered a party to this Agreement, or any modification or
amendment hereof. No provision of this Agreement, nor any modification or
amendment hereof, shall in any way be construed as enlarging, changing, varying,
or in any other way affecting the obligations of the Insurer as expressly
provided in the Policy, except insofar as the provisions hereof are made a part
of the Policy by the Assignment, as executed by the Employee and filed with the
Insurer in connection herewith.

12. NAMED FIDUCIARY, DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND
ADMINISTRATION.

a. The Corporation is hereby designated as the named fiduciary under
this Agreement. The Corporation, as the named fiduciary, shall have authority to
control and manage the operation and administration of this Agreement, and it
shall be responsible for establishing and carrying out a funding policy and
method consistent with the objectives of this Agreement.

b. Any person who believes that he or she is being denied a benefit
to which he or she is entitled under this Agreement (hereinafter referred to as
"the Claimant") may file a written notice with the Corporation setting forth his
or her claim (hereinafter referred to as "the Claim").

Page 5 of 9
<PAGE> 6

c. Upon the receipt of the Claim, the Corporation shall advise the
Claimant that a reply (hereinafter referred to as "the Reply") will be
forthcoming within ninety (90) days after said receipt and shall, in fact,
deliver the Reply within such period. The Corporation may, however, extend the
aforesaid period for an additional thirty (30) days for reasonable cause.

d. If the Claim is denied in whole or in part, the Corporation shall
forward to the Claimant the Reply, which shall contain the following
information: (i) the specific reason or reasons for such denial; (ii) the
specific reference to pertinent provisions of this Agreement on which such
denial is based; (iii) a description of any additional material or information
necessary for the Claimant to perfect the Claim and an explanation why such
material or such information is necessary; (iv) appropriate information as to
the steps to be taken if the Claimant wishes to submit the Claim for review; and
(v) the time limits for requesting a review in accordance with Section 12.e.
hereinbelow. The Reply shall be written in language designed to be understood by
the Claimant.

e. Within sixty (60) days after the receipt by the Claimant of the
Reply, the Claimant may request in writing that the Corporation review and
reconsider the determination set forth in the Reply. The Claimant, or the
Claimant's duly authorized representative, shall review the pertinent documents
and submit issues and comments in writing (hereinafter collectively referred to
as "the Comments") for consideration by the Corporation within such sixty (60)
day period. If the Claimant does not request a review of the Corporation's
determination set forth in the Reply by submitting the Comments within such
sixty (60) day period, the Claimant shall be barred and estopped from
challenging the Corporation's determination.

f. Upon receipt of the Comments, the Corporation shall deliver its
written decision ("the Final Decision") to the Claimant within thirty (30) days
after said receipt. The Corporation may, however, extend the aforesaid period
for an additional ten (10) days for reasonable cause. The Final Decision shall
be written in language designed to be understood by the Claimant. In the event
the Claimant disagrees with the Final Decision, in whole or in part, the
Claimant and the Corporation shall attempt to settle the dispute through
mediation or negotiation. If such mediation or negotiation is unsuccessful, the
Claimant and the Corporation shall then be entitled to seek formal legal
redress, including litigation.

13. AMENDMENT. This Agreement may not be amended, altered or modified,
except by a written instrument signed by the parties hereto, or their respective
permitted successors or assigns, and may not be otherwise terminated except as
provided herein.

14. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the Corporation and its successors and

Page 6 of 9
<PAGE> 7

assigns, and the Employee, and his successors, assigns, heirs, executors,
administrators, legal representatives, personal representatives, and
beneficiaries.

15. HEADINGS. The titles and headings of the various sections of this
Agreement are intended solely for convenience of reference and are not intended
to explain, modify or place any interpretation upon any of the provisions of
this Agreement.

16. TIME OF ESSENCE. All times and dates in this Agreement shall be of
the essence.

17. ENTIRE AGREEMENT. This Agreement, which includes the Exhibits,
contains all representations and the entire understanding and agreement between
the parties. Correspondence, memoranda or agreements, whether written or oral,
originating before the date of this Agreement are replaced in total by this
Agreement unless otherwise specifically stated. The term "this Agreement" shall
include the Exhibits, the Policy, and the Assignment referred to in Section 6
hereinabove; furthermore, such documents are deemed an integral part of this
Agreement, and are hereby incorporated by reference and made a part hereof.

18. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida. The state courts of Florida
shall have exclusive jurisdiction over any judicial proceeding relating to any
dispute arising out of the interpretation, performance or breach of this
Agreement.

19. SEVERABILITY. If any part of this Agreement is determined to be
illegal or unenforceable, all other parts shall be given effect separately and
shall not be affected.

20. NOTICES. Notices and communications given under this Agreement, and
notices and communications that are required to be given pursuant to this
Agreement, shall be in writing and shall either be delivered personally or
delivered by certified mail, return receipt requested, postage prepaid. Notices
and communications shall be effective upon receipt except as otherwise provided
herein. Notices and communications shall be directed to the parties at the
following addresses:

If to the Corporation: 2Connect Express, Inc.
2055 Lake Ave. S.E.
Suite A
Largo, Florida 33771

If to the Employee: Robert L. McGinnis
2055 Lake Ave. S.E.
Suite A
Largo, Florida 33771

Page 7 of 9
<PAGE> 8

Any party may change such party's address for purposes of this Agreement by
giving written notice of the new address to the other party in accordance with
any medium described hereinabove. Rejection or other refusal to accept delivery,
or the inability to deliver because of changed address of which no notice was
given, shall cause the notice or communication to be effective when sent.

21. GENDER AND NUMBER. As used in this Agreement, the masculine,
feminine or neuter gender, and the singular or plural number, shall each include
the others whenever the context so indicates.

22. ADDITIONAL DOCUMENTS. Each party agrees to execute and acknowledge,
if required, any and all other documents and writings which may be necessary to
carry out the purposes and provisions of this Agreement.

23. COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.

24. NONWAIVER. No assent or waiver, express or implied, of any breach
of any one or more of the covenants, conditions or provisions of this Agreement
shall be deemed a waiver of any subsequent breach, or a waiver of any other
covenant, condition or provision of this Agreement.

25. INTERPRETATION. The language used in this Agreement shall not be
construed in favor of or against any party, but shall be construed as if all of
the parties prepared this Agreement. The language used in this Agreement shall
be deemed to be the language chosen by the parties to express their mutual
intent, and no rule of strict construction shall be applied against any party.

26. ATTORNEYS' FEES. In the event of any legal or equitable proceeding
for enforcement of any of the terms or conditions of this Agreement, or in the
event of any disputes, breaches, defaults or misrepresentations in connection
with any provision of this Agreement, the prevailing party in such action or
with respect to such dispute, breach, default, or misrepresentation, or the
nondismissing party where the dismissal occurs other than by reason of a
settlement, shall be entitled to recover its reasonable costs and expenses,
including, without limitation, reasonable attorneys' fees and costs of defense
or enforcement paid or incurred in good faith. For the purposes of this
Agreement the term "prevailing party" shall be deemed to be the party that
obtains substantially the result sought, whether by settlement, dismissal or
judgment. For the purposes of this Agreement, the term "attorneys' fees and
costs" shall include, without limitation, the actual attorneys' fees incurred in
retaining counsel for advice, suit, appeal, or any other legal proceedings
(including mediation and arbitration).

Page 8 of 9
<PAGE> 9

IN WITNESS WHEREOF, the parties have executed this Agreement on the
date or dates set forth hereinbelow to be effective for all purposes as of the
Effective Date.

2CONNECT EXPRESS, INC.

/s/ Charles Eugene Wolf By: /s/ Robert L. McGinnis
- ---------------------------------- ----------------------------------
Signature of Witness Robert L. McGinnis, as its
Chief Executive Officer

Charles Eugene Wolf
- ----------------------------------
Printed Name of Witness Date: 2/10/99

/s/ Dulci Seaver
- ----------------------------------
Signature of Witness

Dulci Seaver
- ----------------------------------
Printed Name of Witness

/s/ Charles Eugene Wolf By: /s/ James L. Ralph
- ---------------------------------- ----------------------------------
Signature of Witness James L. Ralph, as its
President

Date: 2/10/99
Charles Eugene Wolf
- ----------------------------------
Printed Name of Witness

/s/ Dulci Seaver
- ----------------------------------
Signature of Witness

Dulci Seaver
- ----------------------------------
Printed Name of Witness

/s/ Charles Eugene Wolf /s/ Robert L. McGinnis
- ---------------------------------- -----------------------------------
Signature of Witness Robert L. McGinnis, individually

Date: 2/10/99
Charles Eugene Wolf
- ----------------------------------
Printed Name of Witness

/s/ Dulci Seaver
- ----------------------------------
Signature of Witness

Dulci Seaver
- ----------------------------------
Printed Name of Witness

Page 9 of 9
<PAGE> 10

INSURED Robert L. McGinnis
12/15/1998 POLICY ISSUE DATE
POLICY NUMBER 9,082,024
58, Male ISSUE AGE AND SEX
FACE AMOUNT $1,100,000.00
12/15/1998 POLICY DATE
DEATH BENEFIT Option B

PROVIDENT MUTUAL LIFE INSURANCE COMPANY OF PHILADELPHIA agrees:

o To pay the Beneficiary of this Policy the Insurance Proceeds upon
receiving due proof of the Insured's death;

o To provide you (the Policy Owner) with the other rights and
benefits of this Policy.

These agreements are subject to the provisions of this Policy.

The amount of the Death Benefit or the duration of the insurance coverage, or
both, may be variable or fixed, as described on page 9.

The portion of the Policy Account Value that is in a Separate Account may
increase or decrease, depending upon the unit value of such Separate Account,
which in turn depends upon the investment experience of the corresponding
portfolio of a designated investment company. The investment options for this
Policy are described on page 6. There is no guaranteed minimum for the portion
of your Policy Account Value is the Separate Accounts.

The portion of the Policy Account Value that is in the Guaranteed Account and
the Loan Account will accumulate after deductions, at rates of interest we
determine. Such rates will not be less than 4% a year.

Please read this Policy with care. A guide to its provisions is on the last
page. A description is on page 2. Any additional benefit riders and a copy of
the Application are included in this Policy after page 19.

This is a legal contract between the Owner and Provident Mutual Life Insurance
Company of Philadelphia.

RIGHT TO EXAMINE POLICY. You may examine this Policy and if for any reason you
are not satisfied with it, you may cancel it by returning the Policy to us with
a written request no later than: (a) 30 days after you receive it; (b) or 45
days after Part I of the Application was signed. All you have to do is take
this Policy or mail it to our Home Office at 1600 Market Street,
Philadelphia, Pennsylvania 19103, or to one of our offices or to the
representative who sold it to you. If you do this, we will refund an amount
equal to: (a) the difference between the premiums you paid (including any fees
and charges) and the sum of the amounts allocated to the Guaranteed Account and
the Separate Accounts; plus (b) the value of the amounts allocated to the
Guaranteed Account including any interest accumulated to the date you return
the Policy to us; plus (c) the value of the amounts allocated to the Separate
Accounts including the net investment experience of such Separate Accounts to
the date you return the Policy to us; plus (d) any fees or charges imposed on
the amounts allocated to the Guaranteed Account or the Separate Accounts.

Attest

/s/ Robert W. Kloss

President and Chief Executive Officer

Registrar

Flexible Premium Adjustable Variable Life Insurance Policy.
Insurance Proceeds payable upon death before Final Policy Date.
Policy Account Value payable on Final Policy Date.
Adjustable Death Benefit.
Values provided by this Policy are based on declared interest rates
of the Guaranteed and Loan Accounts on the
investment experience of the Separate Accounts.
Participating.

For Inquiries, Information and Resolution of Complaints Call: 1-800-262-9273

Exhibit "A"

Form C126(FL)
<PAGE> 11
POLICY SCHEDULE

INSURED Robert L. McGinnis

POLICY NUMBER 9,082,024 12/15/1998 POLICY ISSUE DATE

FACE AMOUNT $1,100,000.00 58, Male ISSUE AGE AND SEX

DEATH BENEFIT Option B 12/15/1998 POLICY DATE

PREMIUM CLASS Standard 12/15/2040 FINAL POLICY DATE

BENEFITS
--------

FLEXIBLE PREMIUM VARIABLE LIFE INSURANCE

INITIAL FACE AMOUNT $1,100,000.00

This Policy provides life insurance coverage on the insured until the final
policy date, provided the Net Cash Surrender Value is sufficient to cover the
deductions for the cost to that date of the benefits of this Policy and of any
riders. You may have to pay more than the premiums shown below to keep this
Policy and coverage in force to that date, and to keep any additional riders in
force.

MINIMUM INITIAL PREMIUM - $3,774,.33

PLANNED PERIODIC PREMIUM - $2,859.67 PAYABLE MONTHLY

MINIMUM ANNUAL PREMIUM - $22,646.00

MINIMUM FACE AMOUNT - $100,000.00 AFTER 10TH POLICY YEAR

MINIMUM PAYMENT - $25.00

PARTIAL WITHDRAWAL - MINIMUM AMOUNT $1,500.00

TRANSFERS - MINIMUM AMOUNT $500.00

POLICY LOAN - FIXED 6.00% POLICY LOAN INTEREST RATE

MINIMUM LOAN AMOUNT - $500.00

Form C126

<PAGE> 1
Exhibit 10.33

SPLIT-DOLLAR AGREEMENT

THIS SPLIT-DOLLAR AGREEMENT (hereinafter referred to as "this
Agreement") is made and entered into to be effective for all purposes as of
December 31, 1998, by and between 2CONNECT EXPRESS, INC. (hereinafter referred
to as "the Corporation"), a Florida corporation, with its principal office and
place of business in Pinellas County, Florida, and JAMES L. RALPH (hereinafter
referred to as "the Employee"), an individual residing in Pinellas County,
Florida.

W I T N E S S E T H:

WHEREAS, the Employee is employed by the Corporation; and

WHEREAS, the Employee is the owner of the Policy and, as such,
possesses all incidents of ownership in and to the Policy; and

WHEREAS, the Corporation and the Employee acknowledge and agree that
all of the foregoing statements are true and accurate, and that such statements
constitute integral parts of this Agreement.

NOW, THEREFORE, in consideration of the premises and of the mutual
promises contained herein, the adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:

1. PURCHASE OF POLICY.

a. The Employee has purchased the Policy from the Insurer, and the
Policy has a total face amount of $1,100,000

Page 1 of 9
<PAGE> 2

b. The Policy constitutes a permanent life insurance policy. The
Death Benefit will cause the annual premium for the Policy to exceed the annual
cost of term life insurance protection on the life of the Employee by $10,000
(hereinafter referred to as "Excess Premium"). Each Excess Premium shall be
credited to the cash surrender value of the Policy. The net cash surrender value
of the Policy (i.e., the total cash surrender value less any loans with respect
to the Policy obtained by the Employee) shall at all times be and remain the
sole and exclusive property of the Employee. Each Excess Premium, as well as all
earnings thereon, shall be set aside for the sole benefit of the Employee, and
shall at all times be and remain the sole and exclusive property of the
Employee.

3. POLICY DIVIDENDS. The Policy does not, and will not, generate policy
dividends.

Page 2 of 9
<PAGE> 3

7. EMPLOYEE'S RIGHTS IN POLICY.

Page 3 of 9
<PAGE> 4

8. COLLECTION OF DEATH BENEFIT.

d. If necessary, the Corporation and the beneficiary or
beneficiaries designated by the Employee shall cooperate to collect the Death
Benefit.

9. TERMINATION OF THE AGREEMENT DURING THE EMPLOYEE'S LIFETIME.

a. This Agreement shall terminate, during the Employee's lifetime,
upon the occurrence of any of the following events:

(i) total cessation of the Corporation's business;

(ii) bankruptcy, receivership, or dissolution of the
Corporation; or

(iii) termination of the Employee's employment with
the Corporation, for any reason other than his death.

Page 4 of 9
<PAGE> 5

12. NAMED FIDUCIARY, DETERMINATION OF BENEFITS, CLAIMS PROCEDURE AND
ADMINISTRATION.

Page 5 of 9
<PAGE> 6

14. BINDING EFFECT. This Agreement shall be binding upon and inure to
the benefit of the Corporation and its successors and

Page 6 of 9
<PAGE> 7

assigns, and the Employee, and his successors, assigns, heirs, executors,
administrators, legal representatives, personal representatives, and
beneficiaries.

16. TIME OF ESSENCE. All times and dates in this Agreement shall be of
the essence.

19. SEVERABILITY. If any part of this Agreement is determined to be
illegal or unenforceable, all other parts shall be given effect separately and
shall not be affected.

If to the Corporation: 2Connect Express, Inc.
2055 Lake Ave. S.E.
Suite A
Largo, Florida 33771

If to the Employee: James L. Ralph
2055 Lake Ave. S.E.
Suite A
Largo, Florida 33771