EXHIBIT 99.3
[FORM OF PROXY CARD]
PROXY
CLEARWORKS.NET, INC.
PROXY FOR SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD DECEMBER 29, 2000
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Michael T. McClere and Shannon D. McLeroy, or
either of them, proxies with full power of substitution to vote all shares of
common stock of ClearWorks.net, Inc. standing in the name of the undersigned at
the special meeting of stockholders to be held at 10:00 a.m., Texas time on
December 29, 2000 at 2900 Brairpark Ave., Houston, Texas 77042.
At this meeting, you will be asked to consider and vote upon the following
proposals:
1. To approve the Agreement and Plan of Reorganization (the "Merger
Agreement") between Eagle Wireless International, Inc., a Texas corporation, and
ClearWorks.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. To act upon such other matters as may properly come before the meeting.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR APPROVAL OF THE MERGER AGREEMENT. IF OTHER BUSINESS IS PROPERLY
PRESENTED AT THE MEETING, THIS PROXY SHALL BE VOTED IN ACCORDANCE WITH THE BEST
JUDGMENT OF THE PROXIES ON THOSE MATTERS.
(CONTINUED, AND TO BE SIGNED AND DATED, ON REVERSE SIDE)
<PAGE>
Please sign exactly as name appears below. When shares are held by joint
tenants, both should sign. When signing as attorney, as executor, administrator,
trustee or guardian, please give full title as such. If a corporation, please
sign in full corporate name by president or other authorized officer. If a
partnership, please sign in partnership name by authorized person.
Dated ______________________________, 2000
Signature_________________________________
Signature_________________________________
PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS CARD IN THE ENCLOSED
POSTAGE-PREPAID ENVELOPE.
