EAGLE WIRELESS INTERNATIONAL INC
425, 2000-12-18
COMMUNICATIONS EQUIPMENT, NEC
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                                                Filed by ClearWorks.net pursuant to Rule 425 under the
                                                Securities Act of 1933 and deemed filed pursuant to Rule
                                                14a-12 of the Securities Exchange Act of 1934.
                                                Subject Company: Eagle Wireless International, Inc.
                                                Commission File No. 0-20011
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Eagle Wireless has filed a registration statement with the SEC on Form S-4 and
Eagle Wireless and ClearWorks.net have filed a joint proxy statement/prospectus
with the SEC in connection with the transaction, and Eagle Wireless and
ClearWorks.net will mail a joint proxy statement/prospectus to stockholders of
Eagle Wireless and ClearWorks.net containing information about the merger
transaction. Investors and security holders of both Eagle Wireless and
ClearWorks.net are strongly urged to read the definitive joint proxy
statement/prospectus regarding the proposed merger contained in the Form S-4
because it will contain important information about the transaction. Investors
and security holders may obtain a free copy of the definitive joint proxy
statement/prospectus when it becomes available and other documents filed by
Eagle Wireless and ClearWorks.net with the SEC at the SEC's web site at
WWW.SEC.GOV . The definitive joint proxy statement/prospectus and these other
documents may also be obtained for free from Eagle Wireless and ClearWorks.net.

Eagle Wireless and ClearWorks.net, and their executive officers and directors,
may be deemed to be participants in the solicitation of proxies from the
stockholders of Eagle Wireless and ClearWorks.net, respectively with respect to
the transactions contemplated by the merger agreement. Information regarding
Eagle Wireless' officers and directors is included in the Form 10-KSB filed by
Eagle Wireless with the SEC on December 13, 2000. This document is available
free of charge at the SEC's web site at www.sec.gov and from Eagle Wireless on
request. Information regarding ClearWorks.net's officers and directors is
included in ClearWorks.net's amended Form 10-KSB filed with the SEC on July 3,
2000. This document is available free of charge at the SEC's web site at
www.sec.gov and from ClearWorks.net on request.


                CONFERENCE CALL - DECEMBER 15, 2000 - 10:00 A.M.
           EAGLE WIRELESS INTERNATIONAL, INC. AND CLEARWORKS.NET, INC.

Good Morning and welcome to the ClearWorks.net and Eagle Wireless International
investor conference call. This call has been arranged by the management of both
companies in an effort to inform shareholders of the business plans of both
companies and of the combined company. All participants in this call are muted
into the conference to allow the speakers to present their material. The
conference call will consist of an Eagle Wireless International business
operations summary presented by Dr. H. Dean Cubley, CEO followed by a business
operations summary of ClearWorks.net presented by Michael McClere, CEO.
Subsequent to the business operations summary both Dr. Cubley and Mr. McClere
will answer questions previously submitted via e-mail. This conference call is
expected to last approximately one hour. Materials presented in the conference
call will be Edgarized and will be available to the general public via the SEC's
Internet web site.

In a moment I'll turn the call over to Dr. Cubley and Mr. McClere, but before I
do that please bear with me while I read our Safe Harbor language. This
presentation contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are based
on management's current expectations and are naturally subject to uncertainty
<PAGE>
and changes in circumstances. Actual results may vary materially from the
expectations contained in this call. The forward-looking statements contained
herein include statements about future financial operating results and the
benefits of the pending merger between Eagle Wireless and ClearWorks. Factors
that could cause actual results to differ materially from those described
include the inability to obtain shareholder approval of the merger, actions of
US, foreign or local governments, the inability to successfully integrate the
businesses of Eagle Wireless and ClearWorks, costs related to the merger, the
inability to achieve cost cutting synergies resulting from the merger, changing
marketplace trends, the inability to retain key personnel, and the general
economic environment. Neither Eagle Wireless nor ClearWorks is under any
obligation to and expressly disclaims any such obligation to update or alter
forward-looking statements whether it is the result of new information, future
events or otherwise. We urge investors to read the proxy statement prospectus.
Further information on the risks and uncertainties affecting each company is
contained in each company's filings with the SEC, including Eagle's recently
filed Form 10-KSB. The above-mentioned documents contain important information
and you are urged to review them carefully. Each document is available free of
charge at the SEC web site at WWW.SEC.GOV. Thank you for your patience. Now let
me turn the call over to Dr. Cubley.


CLEARWORKS.NET SUMMARY

ClearWorks Communications, Inc. -- subsidiary focuses primarily on the delivery
of integrated voice, video and data services to the residential and commercial
marketplace. Its proprietary technology enables it to proceed into the voice,
video and data market for bundled consumption. The Company deploys dial tone,
multi-channel digital video services, dedicated Internet connectivity, on-demand
video rental, voicemail, security monitoring and a community intranet as a
Bundled Digital Service into the home or office. ClearWorks Communications
provides solutions to consumers by implementing technology, both within the
community and within the home. Within the residential community, ClearWorks
Communications is installing fiber optic backbones to deliver voice, video, and
data solutions directly to consumers.


ClearWorks Structured Wiring Services, Inc. -- subsidiary focuses primarily on
developing residential, commercial and educational accounts for deployment of
structured wiring solutions and sale of audio and visual equipment to new
construction single family and multi-family dwelling units. These customers
consist of companies, school districts and universities and individuals that
seek outside expertise to deploy fiber-optic and copper-based structured wiring
solutions. ClearWorks Structured Wiring Services generates revenue through time
and materials billings, consulting contracts, service and support contracts.

ClearWorks IT Solutions, Inc. -- subsidiary provides information technology
staffing personnel, network engineering, vendor evaluation of network hardware,
resale of network hardware, implementation of network hardware and support of
private and enterprise networks. Additional services include desktop rollouts,
multi-platform supports and Local Area Networks ("LAN"), as well as Wide Area
Networks ("WAN") analysis and server deployment.

ClearWorks Home Systems, Inc. -- subsidiary addressed new home building with the
goal of integrating technology into the home. This includes structured wiring,
security systems, audio/video solutions and home automation. As such, the
primary customer of ClearWorks Home Systems are major builders and the home
buyers themselves. Many of the systems installed are bundled into the
<PAGE>
mortgage of the actual home. The company integrates with its counterparts in
delivery the key systems inside the home to prepare the home for high speed data
services and other future technologies.

EAGLE WIRELESS SUMMARY

Eagle is a worldwide supplier of telecommunications equipment and related
software used by service providers in the messaging and other wireless personal
communications market. Eagle designs, manufactures, markets, and services its
products under the Eagle name. These products include transmitters, receivers,
controllers, software and other equipment used in personal communications
systems and radio and telephone systems. Most of Eagle's broad line of products,
covering the messaging spectrum as well as specific personal communication
systems, and specialized mobile radio products, have been tested and approved by
the Federal Communications Commission. Eagle provides service and support for
its products, as well as consulting and research development on a contract
basis. In addition, Eagle has recently introduced a completely new line of
multi-media and Internet products to the telecommunications industry, including
a family of convergence set-top-box products and markets these products under
the name of BroadbandMagic.com. BroadbandMagic.com is a wholly owned subsidiary
of Eagle.

                              QUESTIONS AND ANSWERS

REVENUES/FINANCIAL

QUESTION: I am very interested what your projections are for future growth
revenues. Many of your faithful investors have heard of a lot of sales contracts
and rumors of many more in the works, what can we expect?
ANSWER (MCCLERE): Our future growth revenues are very dependent upon the merger.
In fact, one of the main reasons for the merger is to maximize growth, capture
market share and provide the highest possible return for investors. We cannot
help rumors in the marketplace. We can continue to provide information on
signing new contracts and the continued growth of the companies. Part of the
merger process is to provide those long terms projections to the market after
analyzing the combined entity. We are evaluating that now as part of the
process.

QUESTION:  When does CLW expect to be moving into profit?
ANSWER (MCCLERE): Our financial model shows that we will generate profits
immediately, however that we will cash flow negatively in the short term. This
changes when we cross 30,000 subscribers.

QUESTION: I'm suspecting that Eagle's business plan places a large importance on
building out FTTH as fast as possible. Is it the company's intent to accomplish
this while still maintaining profitability, or will the bottom line suffer in
order to expand and gain market share? In other words - will we leverage all of
our resources for future profits, which in turn will hurt the bottom line for
the next couple years?
ANSWER (MCCLERE): Again we expect to cash flow negatively, however we do and
will generate profits. This is a function of the ClearWorks business model
requiring an up front investment in order to capture subscriber revenues. Eagle
is integrated into this plan by providing key technology necessary to maximize
revenue and support delivery of streaming media services via the set-top-box.

QUESTION: Building out FTTH is obviously capital intensive. How much additional
capital do you see ClearWorks requiring before cash flow turns positive?
ANSWER (MCCLERE): If 30,000 subscribers is the magic number, then we need $45
million dollars of up front investment. Much of this capital need is offset by
cash flow as the subscriber base builds.
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This means that as the subscriber base builds cash flow offsets the need for
capital, the more subscribers the less capital. The best evaluation of
management is approximately $15 million of need capital is needed to facilitate
the engine to achieve 30,000 subscribers. The rest of the capital required is
provided by the subscribers themselves. This capital is easily available to the
business at this time.

QUESTION: Without further capital inflow, this merger would be difficult to see
working in the long run. With our current undervalued stock, what will be the
catalyst for you to achieve the goal of additional financing?
ANSWER (MCCLERE): I disagree with this statement. As illustrated in the previous
question, what is need is to get the cash engine running. The current value of
the stock has nothing to do with that. We will possibly raise additional capital
in the future, however the use of this capital would be to capture a larger
marketshare faster and to expand internationally.

QUESTION: Is Eagle still implementing its buyback and when will we see Dr Cubley
and Mr. McClere turn into buyers of the equity?
ANSWER (MCCLERE): I personally have already turned into a buyer of the equity.
ANSWER (CUBLEY): Yes Eagle is continuing to implement its buyback program and as
reported in the recent 10K had bought slightly less than 200K shares by August
31, 2000.

QUESTION: Can you explain your business model and the expected timeframe to
start showing a profit? It's obvious that you must spend CAP EX money for
development and build-out? However, your model must show a point in time that
either 1) you start making a profit or 2) revenue is sufficient to cover all new
expansions (which in turn will bring in more money down the road). From a
different angle, do you foresee running out of cash reserves before becoming
successful, thereby needed additional investment from outside sources? Although
I have not seen it, perhaps this model has already been made available to
stockholders.
ANSWER (MCCLERE): Our model does expect to show a profit and has a definitive
cash flow positive timeframe as discussed earlier. Revenue does turn sufficient
to cover new expansions, however that assumes that we expand at a constant rate.
That changes if we accelerate to capture marketshare of take on new projects in
numerous new markets simultaneously. The telecommunications market is
drastically changing and new innovative technology is causing David to tumble
Goliath. It is impossible to predict exactly how fast deployment will occur in
the future and exactly the how much cash is needed in excess of current
reserves. The company can tell you that it expects to capture the maximum
marketshare possible with the cash reserves it currently has, and will possibly
pursue additional capital to expand more rapidly.

QUESTION: Why did ClearWorks decide to sell out to a company with about 4
million in revenues and a very, very erratic share price?
ANSWER (MCCLERE): ClearWorks did not sell out. We merged with a company that is
our equal to maximize market opportunities and potential which will provide the
best long term return to our shareholders. The telecommunications market is
rapidly changing and I believe that there is a window of opportunity to take
advantage of that change. In order to do, the company needs mass, capital,
employees and a host of other items which will allow us to compete in this
dynamic environment.

QUESTION: Is ClearWorks' increase in revenues in the last three quarters
sustainable into the next year? Will you grow at a similar rate or was there an
unusual event that allowed you to temporarily spike sales?
ANSWER (MCCLERE): Our sales growth has been tremendous if you compare last year
to this one. Our sales growth in the first quarter was 1,253% followed by 1,166%
in the second quarter and 897% in the
<PAGE>
third quarter. For a young and growing company this is outstanding performance
in building the business up. As a young company merging with another fantastic
and dynamic entity, we do expect fantastic growth in sales and opportunities.
This is already becoming evident in projects like Victory Ranch, where the two
companies actually accelerate each other.

QUESTION: What is the current market value of these assets (Link 2) if they were
sold in the open market?
ANSWER (CUBLEY): Independent evaluations of Link 2 assets were performed before
acquisition of nationwide footprint. Based on these independent evaluations of
Link 2 is that the assets, if liquidated, are worth somewhere between $20 and
$200 million dollars.

QUESTION: Does Link 2 have a revenue stream now and, if so, what is its run
rate.
ANSWER (CUBLEY): The Link Two revenue stream is fairly small at this point in
time as Link Two has been focusing all of its resources on building out the
Texas portion of its network and preparing to launch its formal retail sales
campaign on this new network in January 2001. The exclusive frequency spectrum
that this network is operating on was acquired in the FCC auction earlier this
year. The terms of this FCC authorization require that the full area acquired be
built out over a three year period.

QUESTION: What is the factor that has allowed ClearWorks to announce projected
25-year recurring revenue streams? Do you see this as a realistic expectation?
If so, Why? Do you see wireless competitors as a threat to these revenue streams
going forward?
ANSWER (MCCLERE): The factor is that we believe we have fifty year or more
revenue streams. The single most important factor in choosing fiber-to-the-home
(FTTH) is that the bandwidth of fiber is almost unlimited and thus our
investment in physical will not go out of date. The physical life span of the
fiber should put us in that range of more and allow us to change with the times.
The only thing we know for certain is that the technology will change, but the
fiber will not.

QUESTION: What kind of advertising campaigns (ClearWorks) are planned to
increase consumer demand?
ANSWER (MCCLERE): ClearWorks does not plan a mass marketing campaign at all. Our
business model allows us to integrate directly into a master planned community
as an example, rather than fighting for general public marketshare. This
advantage allows us essentially a captured market, as opposed to launching
expensive mass-market campaigns to generate subscribers.

QUESTION: What is being done to address the backlog of consumers (ClearWorks)
wishing to be connected to this network?
ANSWER (MCCLERE): ClearWorks is deploying as fast as possible in all the
neighborhoods, which we have under contract. Our backlog is considerable,
currently topping the 60,000 homes range. As discussed earlier, we need 30,000
subscribers to cash flow positive. Everyday we are digging trenches and laying
fiber to reach that goal.

QUESTION: Why should I continue to invest in ClearWorks?
ANSWER (MCCLERE): I believe that our stock is undervalued at this time. The
market has taken a serious correction, especially in the technology sector. You
should continue to invest due to the combined companies market strategy and long
term business plan. We believe that we will last the storm (and have the capital
to last the storm) of the current market, and that because of the serious market
correction, we will have new opportunities to acquire others and move more
quickly in the market.
<PAGE>
QUESTION: When is the online store going to open? What was the reason it could
not open in time for the holidays?
ANSWER (CUBLEY): All of the products are currently being sold from the website.
The automation of this process will be added as the volume and number of
different products available dictate.

QUESTION: The multimedia set-top box market is likely to be very competitive and
dominated by very large companies. What attributes, technological or otherwise,
will enable Eagle to successfully compete in this market?
ANSWER (CUBLEY): Eagle is not trying to compete with the average STB. The Eagle
product is directed toward the high end product providing a wider range of
capabilities and with larger margins.

QUESTION: Is there an option to purchase STBs using Pentium III? I know AMD is
the main processor.
ANSWER (CUBLEY): Yes

QUESTION: Is the set to box voice-activated?
ANSWER (CUBLEY): Yes

QUESTION:  Please tell us about set-top box sales.
ANSWER (CUBLEY): I know that one of the major questions that everyone is asking
is does Eagle have sales of their set top box products. The answer is yes. Since
we initiated deliveries on June 15, 2000 we have been shipping these units in
limited quantities to many different customers. The number of customers and the
total quantities are growing and will continue to grow in this next year. Most
of our sales have been and will likely continue to be to OEM customers. While
Eagle has a Retail program nearing initial release we plan to be very
conservative in this sector due to the problems that other STB companies have
been encountering. There are much better margins being made in OEM than in
retail. All STB contracts previously announced by Eagle are active and ongoing.

QUESTION: Please talk about your big name joint venture partners, such as
Microsoft, etc.
ANSWER (CUBLEY): There is a relationship that has already been disclosed in
earlier press releases. More details will be forthcoming in future releases.

FINANCIAL REPORTS

QUESTION: Earnings (Eagle) were supposed to be released in November. What
happened?
ANSWER (CUBLEY): The 10K was filed this week well within the time limit required
by the SEC. Eagle took advantage of the 15 day extension provided by the SEC
rules due to the high workload on the financial staff created by the dual
filings of the S4 and 10K.

QUESTION: When can we expect to see the 4Q00 results, plus the Annual Report,
for 2000?
ANSWER (MCCLERE): As the merger completes, the financials of ClearWorks and
those of Eagle will be combined. As Eagle is the surviving corporation, results
of ClearWorks business operations will be reported on Eagle's normal reporting
schedule. This schedule is with fiscal year ending August 31 and with quarters
ending November, February and May.

QUESTION: Please respond to questions regarding your investor relations.
ANSWER (CUBLEY): Although I believe that our investor relations department is
doing a good job in view of the merger and the pressures of low stock prices
there is much room for improvement in the future. Following the completion of
the merger we will attempt to improve our communications to our stockholders
(all 40,000 of them)
<PAGE>
THE STOCK MARKET/STOCK/STOCK PRICES

QUESTION: I would like to know if and when EAG/CLW is going to the Nasdaq. This
would bring much more investor interest and exposure.
ANSWER (MCCLERE): We are currently on the American Stock Exchange and believe
that we are best suited there. In the past both companies have looked at the
NASDAQ and both companies decided on the AMEX.

QUESTION: The stock had been down everyday since Mr. Clifford filed his large
sale of stock. It is my understanding that sale of Mr. Clifford's stock took
place as a result of a margin call not because of his perception of Eagle's
future. Could you clarify this?
ANSWER (CUBLEY): Mr. Clifford, a board of directors member of Eagle, was caught,
as many other investors were, in a margin call. Mr. Clifford is a strong
supporter of the company and its initiatives

QUESTION: Are the portfolio managers (fund managers) at all interested in the
stock? If yes, why? If no, why?
ANSWER: Yes, we have interest from fund managers. Part of our goal as we grow is
to attract more institutional investors to the stock. This will create a balance
in public share ownership and create additional stability in the stock.

QUESTION: What is happening to ClearWorks and Eagles stock price? If this merger
was supposed to benefit the shareholder, you could have fooled me. Ever since
this merger was announced my investment in ClearWorks has gone down the dumper.
Is there something going on that the small investor is not privy to? Can you
tell me ANYTHING that might give me some hope that my investment in Clearworks
(or soon to become Eagle shares) will come back? I realize the tech stocks have
taken a hit lately, but percentage wise, ClearWorks and Eagles stock price has
suffered much more since this merger was announced. Any information you can
share would be greatly appreciated.
ANSWER (MCCLERE): The timing of our announcement of the merger did coincide with
a major downturn in the technology market sector. Both companies stock price has
suffered due to this major market correction. What I can tell you about our
stock price recovering depends on many factors. The capabilities of the combined
companies are substantial. The initial fiscal year of the combined companies is
estimated to be $50 million in revenues with a positive earnings level. The
combined companies will also have considerable market capabilities including:

      o  An end to end technical solution for delivering FTTH
      o  STB's which can address the Hotel, School, Single Family and
         Multi-Family Residential, and other specialty markets
      o  Home wiring and home automation solutions
      o  Commercial Wiring and Commercial telecommunications services
      o  Metropolitan Area Network that delivers telecommunications services to
         businesses and residences.
      o  Wireless capabilities to address the retrofit broadband marketplace
      o  Other key residential technology including intelligent security
         systems, digital water and power meters, etc.
      o  Current backlog of business, that when implemented will generate over
         $100 a year in reoccurring revenues
      o  Cutting edge Internet based product development team
<PAGE>
      o  Relationships with top technology partners for leading edge development
         and delivery of market ready products
      o  Leading company in the delivery of true convergence of the
         telecommunications marketplace
      o  Capital necessary to execute on the company's business plan

QUESTION: Besides loosing a ton of money if I sell, why should I continue to
hold this stock?
ANSWER (MCCLERE): If you would like to sell at an all time low for the company,
then I probably can't stop you. However, based on the combined company's
business plan and the fact that we anticipate that the merger will be completed
on January 31, 2001, it seems to me more like an opportunity to buy than sell.

OFFICES

QUESTION: Is there an active office in Nevada? What about the Midwest or East
Coast?
ANSWER (CUBLEY): There is not currently an office in Nevada. There is currently
an office in Orange County California. There is an office in Chicago but there
are no offices yet on the East Coast. Our offices currently are:

      o  Houston
      o  Austin
      o  San Antonio
      o  Dallas
      o  Phoenix
      o  Chicago
      o  Los Angeles
      o  Orlando
      o  London

QUESTION: Does ClearWorks have plans to expand beyond the Texas area (i.e. going
national)?
ANSWER (MCCLERE): Definitely, our business plan requires the combined companies
to execute nationally and internationally. We believe we can leverage

QUESTION: Please describe the demonstration showroom in California, and discuss
how this office is being utilized. What are the sales figures that have been
generated as a result of this office opening? What are your expectations for
2001 for this office?
ANSWER (CUBLEY): Currently, the office is being utilized to show
telecommunications packaged services to potential clients. This office has
several exciting sales opportunities including a large hotel chain.

CONFERENCES

QUESTION: Did the recent exposure at the shows out West have any impact on the
marketing of your products?
ANSWER (MCCLERE): Show and conferences always provide opportunities to generate
sales and get feedback on the company's products and services. A great number of
leads were generated out of the Comdex show, with new business relationships are
also being established. The shows turn out to be great exposure for the company
as well. Literally, hundreds of leads were generated from the show.
<PAGE>
ANSWER (CUBLEY): The trade shows that Eagle has participated in this year have
been essential to building the name and product recognition required for success
in the broadband markets.

SALES/CONTRACTS

QUESTION: Is most of the future revenue going to be long-term as your press
releases state?
ANSWER (MCCLERE): I'm not sure where you get the notion that revenue is going to
be a "long-term" proposition for the company. The company estimates a first year
combined revenue stream of $50m dollars. This appears to be a very significant
short term revenue stream.

QUESTION: Is anyone at the company trying to sell anything that has been
developed? Please talk about firm contracts.
ANSWER (MCCLERE): Our firm contracts can largely be deemed from our press
releases. A quick summary is as follows:

      o  Texas A&M University
      o  Klein ISD
      o  Canyon Gate at the Brazos
      o  StoneGate
      o  Lakes of Eldridge
      o  Cinco Ranch
      o  Teravista
      o  Avery Ranch
      o  Team Reach
      o  Rock Creek
      o  Canyon Gate at Northpointe
      o  Cannon Homes, Carlisle Homes, Centex Homes, David Powers Homes, David
         Weekley Homes, Deerwood Homes, First Texas Homes, Frontier Homes,
         Inland Homes, Kimball Hill Homes, Legacy Homes, Morgan Kendall Homes,
         Pulte Homes, RNH Custom Homes, The Mansions, TrendMaker, Ryland Homes,
         Stoneleigh Homes, DR Horton, and Village Builders.
      o  Armadillo Homes, Beneficial Homes, Bob Hengal Homes, Building
         Traditions, Continental Homes, Japhet Custom Homes, Montelongo Building
         & Remodeling, Wilson & Sons Custom Builders and Riverview Homes
      o  Spring PCS
      o  Chevron Phillips Chemical
      o  Compaq Computer
      o  Coral Energy
      o  Alcoa World Alumina
      o  Union Carbide
      o  Time Warner Cable
      o  Prometric
      o  Airgate PCS
      o  Aramco Services
      o  CompUSA
      o  Grinnell Fire Protection
      o  Allstar Systems
      o  Patco Commerical Builders
<PAGE>
      o  Occidental Chemical
      o  Clover Technologies
      o  New Process Steel
      o  GE Capital ITS
      o  NEPCO
      o  Tag Electric

QUESTION: How is the hotel testing going? Will we hear something soon? Within 30
days?
ANSWER (MCCLERE): I never ceased to be amazed what shareholders can find out.
The delivery of bundled digital services in a test environment to a hotel chain
is still currently in the pilot stage.

TECHNOLOGY

QUESTION: I understand you have a patent in Bluetooth technology and I want to
understand what this patent protects. I don't think it is Bluetooth technology
itself, so I don't really understand the patent.
ANSWER (MCCLERE): Bluetooth technology is an important strategy for the company.
As we progress in deploying Bundled Digital services into the retrofit market
via wireless DSL, a need is generated with the subscriber base to deliver these
services throughout an existing home, that is a home without the proper type of
wiring. Utilizing a wireless technology to distribute the necessary signals
throughout the house is extremely important.

QUESTION: Does Eagle plan to license patent technology and are there currently
any licensing revenues.
ANSWER (CUBLEY): Eagle does plan to license this technology. However we are not
currently receiving any licensing revenues from these patents as they are still
in a patent pending status.

PRODUCTS/SERVICES

QUESTION: Please send me an email indicating when Eagle plans to roll out its
Webflyer 500 Set-Top Box. Who will the customers be?
ANSWER (MCCLERE): Customers will be subscribers to the company's services and
Webflyers are already planned for numerous master planned communities. This
delivery is part of the power of the merger of the two companies. Webflyers are
also the basis for the Bundled Digital Services hotel pilot mentioned earlier.

QUESTION: From the 10Q there's mention of utility meters. Can you provide more
details?
ANSWER (MCCLERE): Link 2 does own a proprietary technology to provide for
digital utility meters that can be read through the Internet. This part of the
strategy of the combined companies.

QUESTION: I would like to hear more on the Wireless Broadband DSL that
ClearWorks/Eagle/Link 2 will be providing shortly. First off, does
Eagle/ClearWorks intend to expand this Wireless DSL to other states besides the
state of Texas?
ANSWER (MCCLERE): For now we are content with deploying wireless DSL on a pilot
basis. We have a community located in west Houston which we are piloting the
full delivery of Bundled Digital Services on a wireless basis. As that pilot is
successful, we intend to utilize the strategy as a retrofit solution allowing us
to tap the larger market for subscriber base.
<PAGE>
QUESTION: Are you planning on continuing to seek new FTTH contracts? I hope your
not planning on keeping this part of the business only in the state of Texas.
Can we expect to see FTTH be implemented in other states sometime next year?
ANSWER (MCCLERE): We have several new FTTH contracts, none of which we are at
liberty to announce on this conference call. We will be deploying FTTH in
communities outside of the Texas market.

QUESTION: Will the set-top boxes be packaged to the homeowners of ClearWorks at
no or little added cost on top of service?
ANSWER (MCCLERE): We intend to bundle in the cost of the set-top-box as part of
the service. In addition, we will lease STB's to consumers who desire more than
one in a particular household.

QUESTION: How does the Metropolitan Area Network (MAN) play into the overall
business plan of the combined company?
ANSWER (MCCLERE): As part of delivering our streaming signals around any
metropolitan area, we inherently have to build a metropolitan area network. As
we deliver BDS into communities and build out the network we increase the number
of homes passed with our signal. This provides us an opportunity to go back and
capture these subscribers whether they are businesses or residential
subscribers. It also provides us with a telecommunications network that will one
day become a national network as we begin to connect the various cities together
where we have services. This is a valuable asset of the company and will grow as
we grow.

QUESTION: What are the MAN expansion plans in Houston next year?
ANSWER (MCCLERE): We do anticipate that we will continue to expand the MAN in
order to service additional subscribers. This will continue to increase the
number of homes passed and allow us to leverage additional subscriber base as we
grow. We also plan to use the MAN to deliver services to office buildings as
part of the opportunity.

QUESTION: Do you have immediate plans (2001) to expand the MAN in other Texas
markets? Other national markets?
ANSWER (MCCLERE): Yes, as we grow in Texas cities and begin in other cities, we
anticipate that each metro location will have a MAN. As we connect these MAN's
together we begin to have a national/international telecommunications network
that can deliver voice, data and video.

QUESTION: What telecommunications services are being delivered to subscribers?
ANSWER (MCCLERE): I realize that many Eagle shareholders may not be familiar
with ClearWorks and our business plan. We believe that the technology space is
converging on services normally delivered to consumers. This convergence in our
opinion represent all services normally delivered to homeowners and business
consolidating on an Internet Protocol model. This realization has allowed us to
put together a business plan to provide all services i.e. telephone, long
distance, cable TV, video-on-demand, high speed Internet connectivity and a
community intranet to be delivered as a bundle of IP. This is what we are taking
to market in residential subdivisions, hotels, schools and other subscribers.

MEETINGS

QUESTION: Has a time and place been set for the stockholders meeting? We plan on
attending.
ANSWER (MCCLERE): The special shareholder's meeting is scheduled for January 31,
2000.
<PAGE>
ANSWER (CUBLEY): Eagle's annual meeting is also scheduled for January 31, 2000.
The exact meeting location will be announced prior to the meeting.



This concludes the conference call.


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