TELECOM WIRELESS CORP/CO
DEFS14C, 2000-04-11
BUSINESS SERVICES, NEC
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                            SCHEDULE 14C INFORMATION
                                 (RULE 14C-101)

              Information Statement Pursuant to Section 14(c) of the
              Securities Exchange Act of 1934 (Amendment No.     )


Check  the  appropriate  box:

[ ]     Preliminary  Information  Statement
[ ]     Confidential,  for  Use  of  the  Commission Only (as permitted by Rule
        14c-5(d)(2))
[X]     Definitive  Information  Statement


                          Telecom Wireless Corporation
                          ----------------------------
                (Name of Registrant as Specified In Its Charter)


Payment  of  Filing  Fee  (Check  the  appropriate  box):

[X]     No  fee  required.

[ ]     Fee  computed  on table below per Exchange Act Rules 14c-5(g) and 0-11.

     1)     Title  of  each  class  of  securities to which transaction applies:

     2)     Aggregate  number  of  securities  to  which  transaction  applies:

     3)     Per  unit  price  or  other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is  calculated  and  state  how  it  was  determined):

     4)     Proposed  maximum  aggregate  value  of  transaction:

     5)     Total  fee  paid:

[ ]     Fee  paid  previously  with  preliminary  materials.

[ ]     Check  box if any part of the fee is offset as provided by Exchange Act
Rule  0-11(a)(2)  and  identify the filing for which the offsetting fee was paid
previously.  Identify  the  previous filing by registration statement number, or
the  Form  or  Schedule  and  the  date  of  its  filing.

     1)     Amount  Previously  Paid:

     2)     Form,  Schedule  or  Registration  Statement  No.:

     3)     Filing  Party:

     4)     Date  Filed:

<PAGE>
                          TELECOM WIRELESS CORPORATION
                         5299 DTC BOULEVARD, SUITE 1120
                           ENGLEWOOD, COLORADO  80111

                           ___________________________

                              INFORMATION STATEMENT

                                 APRIL 10, 2000

                           ___________________________


                                  INTRODUCTION

     This Information Statement is furnished in connection with the prior action
taken  by  the  holders  of  a majority of shares of the common stock, par value
$.001  per  share,  entitled  to  vote on certain corporate matters relating to
Telecom Wireless Corporation, a Utah corporation.  This Information Statement is
furnished  in  compliance  with  Section 14(c) of the Securities Exchange Act of
1934,  as  amended.

     As  of  March  28,  2000,  there were 18,947,494 shares of Telecom Wireless
common  stock  issued  and  outstanding  having one vote per share. In addition,
20,000  shares  of  Redeemable, Non-Voting, Convertible Preferred Stock, Series
1998-1,  are issued and outstanding, which shares do not have voting rights with
respect  to  the  Proposal  described  herein.

     On  March  30,  2000,  the holders of 10,916,333 shares of common stock, or
approximately 58% of the total outstanding shares of the common stock, consented
in  writing to the Proposals described herein.  Such vote was sufficient to take
the  proposed  action.  The  Board  of  Directors  of  Telecom  Wireless  is not
soliciting  any  proxies  or  consents from any other shareholders in connection
with  the  Proposals.

This Information Statement is being mailed to shareholders on or about April 10,
2000,  to  all  shareholders  of  record  as  of  April  5,  2000.

The  principal  executive  offices  of  Telecom Wireless are located at 5299 DTC
Boulevard,  Suite  1120,  Englewood,  Colorado 80111 and its telephone number is
(303)  416-4000.

                          ____________________________

                    WE ARE NOT ASKING YOU FOR A PROXY AND YOU
                      ARE REQUESTED NOT TO SEND US A PROXY
                          ____________________________

<PAGE>
                         DISSENTERS' RIGHTS OF APPRAISAL

PROPOSAL  I  -  APPROVAL  OF  STOCK  PLAN

     No action was taken in connection with Proposal I by the Board of Directors
or  the  shareholders  for  which  the  laws  of the State of Utah, the Restated
Articles  of  Incorporation  of  Telecom  Wireless,  or  the  Bylaws  of Telecom
Wireless,  as  amended,  provide  a right of a shareholder to dissent and obtain
appraisal  of  or  payment  for  such  shareholder's  shares.

PROPOSAL  II  -  REINCORPORATION  OF  TELECOM  WIRELESS  CORPORATION

     Shareholders  have  dissenters'  rights  under  Utah law as a result of the
proposed  Reincorporation  of  Telecom  Wireless Corporation, a Utah corporation
(the  "Company"  or  "Telecom  Utah"),  through  a  merger with Telecom Wireless
Corporation,  a  Delaware corporation and wholly-owned subsidiary of the Company
("Telecom  Delaware"). Shareholders who oppose the Reincorporation will have the
right  to receive payment for the value of their shares as set forth in sections
16-10(a)-1301  et.  seq. of the Utah Revised Business Corporation Act. A copy of
these  sections  is attached hereto as Exhibit A to this Information Statement.
The  material  requirements  for  a  shareholder to properly exercise his or her
rights  are  summarized  below.  However, these provisions are very technical in
nature,  and  the  following  summary is qualified in its entirety by the actual
statutory  provisions  that  should  be  carefully  reviewed by any shareholder
wishing  to  assert such rights. THE BOARD OF DIRECTORS OF TELECOM UTAH RESERVES
THE  RIGHT  TO DELAY OR ABANDON THE REINCORPORATION FOR ANY REASON INCLUDING IF
ANY  SHAREHOLDER  EXERCISES  DISSENTER'S  RIGHTS.

Under  Utah  law,  dissenters'  rights will be available only to those common or
preferred  shareholders  of  Telecom  Utah  who  object  to  the  proposed
Reincorporation  in  writing  prior  to  May 5, 2000.  Within ten days after the
effective  date  of  the  Reincorporation,  Telecom  Delaware  will send to each
shareholder  who has satisfied the foregoing condition a written notice in which
Telecom  Delaware will notify such shareholders of their right to demand payment
for  their  shares and will supply a form for dissenting shareholders to demand
payment.  Shareholders  will  have 30 days to make their payment demands or lose
such rights. If required in the notice sent by Telecom Delaware, each dissenting
shareholder  must  also  certify  whether  or  not he or she acquired beneficial
ownership  of  such shares before or after the date of the first announcement to
the  news  media  of  the  proposed  transaction.

Upon  receipt  of  each  demand  for  payment,  Telecom  Delaware  will pay each
dissenting  shareholder  the  amount  that Telecom Delaware estimates to be the
fair  value  of  such  shareholder's  shares, plus interest from the date of the
completion  of  the  Reincorporation to the date of payment. With respect to any
dissenting  shareholder  who does not certify that he or she acquired beneficial
ownership  of  the  shares  prior  to  the  first  public  announcement  of  the
transaction,  Telecom  Delaware  may,  instead  of  making  payment, offer such
payment  if the dissenter agrees to accept it in full satisfaction of his or her
demand.  "Fair  value"  with respect to a dissenter's shares, means the value of
the  shares  immediately  before  the  effectuation  of  the  Reincorporation,
excluding  any  appreciation or depreciation in anticipation of such events. Any
dissenter  who  does  not  wish  to  accept the payment or offer made by Telecom
Delaware  must  notify Telecom Delaware in writing of his or her own estimate of
the  fair  value  of  the  shares within 30 days after the date Telecom Delaware
makes  or offers payment. If the dissenting shareholder and Telecom Delaware are
unable  to  agree  on  the  fair value of the shares, then Telecom Delaware will
commence  a  proceeding  with the Utah courts within 60 days after receiving the
dissenter's notice of his or her own estimate of fair value. If Telecom Delaware
does  not  commence such a proceeding within the 60-day period, it must pay each
dissenter whose demand remains unresolved the amount demanded by such dissenter.

If  a  proceeding  is  commenced, the court will determine the fair value of the
shares  and may appoint one or more appraisers to help determine such value. All
dissenting  shareholders  must  be  a  party  to  the  proceeding,  and all such
shareholders  will  be  entitled  to  judgment  against Telecom Delaware for the
amount  of  the  fair  value  of  their  shares,  to be paid on surrender of the
certificates  representing  such  shares. The judgment will include an allowance
for  interest  (at  a  rate determined by the court) to the date of payment. The
costs  of  the  court  proceeding,  including  the  fees  and  expenses  of  any
appraisers,  will  be  assessed  against Telecom Delaware unless the court finds
that  the  dissenters  acted  arbitrarily,  vexatiously  or not in good faith in
demanding payment at a higher amount than that offered by Telecom Delaware. Both
Telecom  Delaware  and  the dissenters must bear their own respective legal fees
and  expenses,  unless  the  court requires one party to pay such legal fees and
expenses  because  of  the  conduct  of  such  party.  The loss or forfeiture of
appraisal  rights  simply  means the loss of the right to receive a cash payment
from  Telecom  Delaware  in  exchange  for shares. In such event the shareholder
would  still  hold  the  appropriate  number  of  shares  of  Telecom  Delaware.

                       INTEREST OF OFFICERS AND DIRECTORS
                           IN MATTERS TO BE ACTED UPON

     Officers,  employees,  independent  contractors  and consultants of Telecom
Utah  are  eligible to participate in the Amended and Restated 1999 Stock Option
and Restricted Stock Plan described in the Proposal. Although directors also are
eligible  to  participate  in the Plan, no grants of options or restricted stock
have  been made to directors under the Plan and none presently are contemplated.
However, Telecom Utah may do so in the future including grants of options and/or
restricted stock to any non-employee directors who agree to serve in the future.
As of March 29, 2000, options for the purchase of 182,168 shares of common stock
and  68,546  shares  of  restricted  stock  have  been  issued  under  the Plan.

     James  C.  Roberts,  a  director of Telecom Utah, and Lynne K. Roberts, his
spouse,  beneficially own approximately 59% of the issued and outstanding common
stock  of  Telecom  Utah  and  will  own  the  same percentage of the issued and
outstanding  common stock of Telecom Delaware. Under both Utah and Delaware law,
action  requiring  the  vote  of  shareholders  may  be taken without a meeting,
without  prior notice and without a vote, by the written consent of shareholders
having  not  less  than  the minimum number of votes that would be necessary to
take  action  at a meeting of shareholders at which all shares entitled to vote
were  present  and  acted.  However,  under  Utah  law,  directors  who  have  a
conflicting  interest  with  respect  to  a  transaction  requiring  shareholder
approval may not vote their shares to approve the transaction. Delaware law does
not  have  a  similar  limitation  on  the  voting  of  shares.  Thus,  the
Reincorporation  will  allow Mr. and Mrs. Roberts to vote their shares in favor
of, and to bind Telecom Delaware to, transactions in which they have an interest
without  the  necessity of a shareholder meeting, subject to any duties they, as
controlling  shareholders,  may  owe  to  minority  shareholders.  Due  to  the
continuing  need  for  capital,  and  the  aggressive program for acquisition of
businesses  for stock and other consideration planned by Telecom Delaware, it is
probable  their  beneficial  ownership  of  the  outstanding  shares  of Telecom
Delaware  will  be  substantially  diluted.

                             PRINCIPAL SHAREHOLDERS

     The  following  table sets forth, as of March 28, 2000, certain information
relating  to  the  ownership of the common stock, par value $0.001 per share, of
Telecom  Utah,  which includes shares of common stock issuable upon the exercise
of stock options and warrants by (i) each person known by Telecom Utah to be the
beneficial  owner of more than 5% of the outstanding shares of the common stock,
(ii)  each  of  the  directors  of  Telecom Utah, (iii) certain of its executive
officers,  and  (iv) all of the executive officers and directors of Telecom Utah
as  a  group.

Except  as  may be indicated in the footnotes to the table, each of such persons
has  sole  voting  and  investment power with respect to the shares beneficially
owned.  Beneficial  ownership has been determined in accordance with Rule 13d-3
under  the  Exchange  Act.  Under Rule 13d-3, certain shares may be deemed to be
beneficially  owned  by more than one person (such as where persons share voting
power  or  investment  power). In addition, shares are deemed to be beneficially
owned  by  a  person  if  the  person  has  the right to acquire the shares (for
example,  upon exercise of an option) within 60 days of the date as of which the
information  is  provided;  in computing the percentage ownership of any person,
the  amount  of  shares  outstanding  is  deemed to include the amount of shares
beneficially  owned  by  such  person  (and only such person) by reason of these
acquisition  rights.  As  a  result, the percentage of outstanding shares of any
person as shown in the following table does not necessarily reflect the person's
actual  voting  power  at  any  particular  date.

<TABLE>
<CAPTION>

                                                      AMOUNT AND NATURE
                                                        OF BENEFICIAL
                                  POSITIONS AND          COMMON STOCK   PERCENT OF
    NAME AND ADDRESS              OFFICES HELD            OWNERSHIP     CLASS

<S>                           <C>                        <C>            <C>
James C. Roberts              Chairman of the Board      11,616,634(1)  59.1%
5299 DTC Blvd., #1120         of Directors and Director
Englewood, CO 80111

Calvin D. Smiley              Chief Executive Officer,      228,278(2)   1.2%
5299 DTC Blvd., #1120         President and Director
Englewood, CO 80111

Kosta S. Kovachev             Director                        750,000    4.0%
580 Village Blvd., #140
West Palm Beach, FL 33409

Robert L. Fredrick            President-TWC Networks,       666,667(3)   3.5%
580 Village Blvd., #140       Inc.
West Palm Beach, FL 33409

Paul J. Hart                  President-TWC                       ---    ---
6 Walt Whitman Trail          Acquisitions Inc.
Morristown, NJ 07960

C. Stephen Guyer              Vice President-Finance              ---    ---
5299 DTC Blvd., #1120
Englewood, CO  80111

Hampton-Porter Investment     Shareholder                 1,550,000(4)   7.8%
   Bankers
600 W. Broadway, 14th Floor
San Diego, CA 92101

HyperLight Network            Shareholder                   1,002,807    5.3%
   Corporation
188 North Lake Drive
Naples, Florida 34102

Allen Leeds                   Shareholder                   1,000,000    5.3%
108 17th Street
Bellair Beach, FL 34635



All executive officers and                                 13,261,278   68.0%
directors of Telecom Utah
as a group (six persons)
_______________
<FN>

(1)     Of  the  shares  beneficially  owned  by Mr. Roberts, The Roberts Family
Trust, of which Mr. Roberts and Lynne K. Roberts, his spouse, are sole trustees,
owns  10,616,333 shares of record and 300,000 shares are owned of record by Mrs.
Roberts.  Includes  700,000  shares issuable upon exercise of stock options that
become  exercisable  within  60  days  at an exercise price of $10.55 per share.
(2)     Includes  128,278  shares  issuable  upon exercise of warrants having an
exercise price of $5.275 per share and stock options having an exercise price of
$10.55  per  share  which are presently exercisable or which become exercisable
within  60  days.

(3)     Includes  166,667  shares  issuable  upon exercise of stock options that
become exercisable within 60 days at an exercise price of $10.55 per share.  Mr.
Fredrick  has  resigned  as  an  officer  of Telecom Utah effective May 6, 2000.

(4)     Includes  1,000,000  shares  issuable upon exercise of warrants that are
presently  exercisable  at  an  exercise  price  of  $5.50  per  share.
</TABLE>


                       PROPOSAL I - APPROVAL OF STOCK PLAN

     On  March  30, 2000, the holders of a majority of the outstanding shares of
the  common  stock  of  Telecom  Utah  consented  in writing to Proposal I which
approves,  ratifies  and  adopts  the Amended and Restated 1999 Stock Option and
Restricted  Stock  Plan  (the  "Stock  Plan")  of  Telecom  Utah.

     The major features of the Stock Plan are summarized below. The Company will
furnish  without  charge  a copy of the Stock Plan to any shareholder of Telecom
Utah  upon  receipt  from  any such person of an oral or written request for the
Stock  Plan.  Such  request should be sent to Telecom Wireless Corporation, 5299
DTC  Boulevard,  Suite  1120,  Englewood, Colorado 80111 or made by telephone at
(303)  416-4000.

GENERAL

     The  purpose  of  the  Stock  Plan  is  to  provide  officers,  employees,
independent  contractors and consultants providing material services to Telecom
Utah  with  additional  incentives  and  to  enhance  shareholder investment by
attracting, retaining and motivating key employees, directors and consultants of
Telecom  Utah and to encourage stock ownership by such persons by providing them
with  a  means  to  acquire  a  proprietary  interest in Telecom Utah's success.

     The  total number of shares of common stock subject to awards granted under
the Stock Plan is currently 800,000, which may be authorized but unissued shares
or  shares acquired by Telecom Utah for purposes of the Stock Plan. In the event
of  a  stock  dividend  or  stock split, recapitalization, reclassification, or
other  similar  corporate  change,  the  Board of Directors will proportionately
adjust  the  number  of  shares covered by each outstanding award, the aggregate
number  of  shares  under  the Stock Plan and the exercise prices of outstanding
awards.  Awards  under  the Stock Plan may be made in the form of (i) incentive
stock  options,  (ii)  nonqualified  stock options, and (iii) restricted stock.
Participants  in  the  Stock  Plan  are selected by the Board of Directors (or a
committee  of Board members), in its sole discretion, from among those employees
and  consultants  who,  in  the  opinion  of  the  Board  of Directors, are in a
position  to  contribute  materially  to  Telecom  Utah's  continued growth and
development  and  to its long-term financial success. The Board of Directors may
at  any  time  terminate,  and  from time to time may amend or modify, the Stock
Plan.  However,  without approval of the shareholders, no action of the Board of
Directors  may:  (i)  increase the total number of shares of common stock which
may  be  purchased through options and restricted stock granted or awarded under
the  Stock  Plan,  except  in  the  event  of  a  stock  dividend, stock split,
recapitalization,  reclassification,  or  other  similar  corporate change; (ii)
change  the  class  of  employees or consultants eligible to receive options and
restricted  stock;  and  (iii)  adversely  affect  any  outstanding  option  or
restricted  stock  granted  under  the  Stock  Plan  without  the consent of the
individual  holding  the  option  or  the  restricted  stock.

GRANTS  UNDER  THE  STOCK  PLAN

     STOCK  OPTIONS.  The  Board  of  Directors  has  complete  discretion  in
determining the terms and conditions and number of options or restricted shares
granted  to  each participant. The Board of Directors also determines whether an
option is to be an incentive stock option or a nonqualified option, except that
consultants  may  receive only nonqualified options. Each stock option granted
under the Stock Plan will be exercisable during the period fixed by the Board of
Directors. Unless the Board of Directors expressly provides otherwise, an option
will  become  exercisable as to 20% of the shares subject thereto on each of the
first  through  the fifth annual anniversaries of the date of grant. Each option
shall  expire  at such time as the Board of Directors shall determine when it is
granted,  provided  however  that  under  no circumstances shall a nonqualified
option be exercisable later than the tenth anniversary date of its grant, nor by
its  terms,  shall  an  incentive  stock  option  granted  to  a  "significant
shareholder"  be exercisable later than the fifth annual anniversary of the date
of its grant. The Board of Directors will establish the purchase price per share
payable  upon the exercise of an option. Generally, the option exercise price of
an incentive stock option is required to be no less than 100% of the fair market
value  of  a  share  of  common  stock on the date of grant. However, the option
exercise  price  for options granted to an individual who, within the meaning of
Section 422 (b)(6) of the Internal Revenue Code, owns stock possessing more than
10%  of  the total combined voting power of all classes of stock of Telecom Utah
or  of  any  parent  corporation  or  subsidiary  corporation  of  Telecom  Utah
("significant shareholder") shall have an option exercise price of not less than
110% of the fair market value of stock on the date of grant. The option exercise
price  is payable in cash or, if acceptable to the Board of Directors, in stock
or  in  some  other  form;  provided, however, in the case of an incentive stock
option,  that  said  other  form  of  payment  does  not prevent the option from
qualifying  for  treatment  as an "incentive stock option" within the meaning of
the  Internal  Revenue  Code.

     RESTRICTED  STOCK.  The  Board  of Directors may grant restricted shares of
common  stock to such key persons, in such amounts, and subject to the terms and
conditions  as  the  Board  of  Directors  shall  determine in its discretion. A
written  stock  grant  agreement  shall evidence all awards of restricted stock.
Certificates  for the shares of common stock covered by a restricted stock award
will  either  (i) be retained by Telecom Utah until such times as the restricted
stock is forfeited to Telecom Utah or the applicable restrictions lapse, or (ii)
such  certificates  shall  be  delivered  to  the  recipient bearing a legend or
legends  that  complies  with the applicable securities laws and regulations and
makes appropriate reference to the restrictions imposed under the Stock Plan and
the stock grant agreement. At the time an award of restricted stock is made, the
Board  of Directors may establish a restricted period of time applicable to such
restricted stock or may specify that such restricted stock shall be fully vested
as  of the date of the award.  The Board of Directors may in its sole discretion
at  the  time  an  award  of restricted stock is made, prescribe restrictions in
addition to or other than the expiration of the restricted period, including the
satisfaction  of  corporate  or  individual performance objectives which may be
applicable  to  all or any portion of the restricted stock. Restricted stock may
not  be  offered  for  sale,  sold,  transferred, assigned, pledged or otherwise
encumbered  or  disposed  of  during  the  restricted  period  or  before  the
satisfaction of any other restrictions prescribed by the Board of Directors with
respect  to  restricted  stock.

TERMINATION  OF  EMPLOYMENT  OR  SERVICE

     STOCK  OPTIONS.  Unless the Board of Directors otherwise specifies: (i) all
of  the  options  held  under  the Plan, to the extent not exercised before such
termination,  shall  terminate  upon  notice  of  termination  of  the grantee's
employment  or  service  by  reason  of discharge for cause; (ii) if a grantee's
employment  or  service  terminates  for reasons other than cause, disability or
death,  the  grantee's  options  will  remain exercisable for a period of three
months  from the date of termination to the extent that they were exercisable at
termination,  but not after the scheduled expiration date of the award; (iii) if
a  grantee  becomes  disabled  within the meaning of Section 422 of the Internal
Revenue  Code,  while  in  Telecom  Utah's  employ  or service, the grantee may
exercise  such  portion of his or her option as was exercisable by him or her on
the  date  of  termination  due to disability within one year of the termination
date;  and  (iv)  if  a  grantee's employment terminates by reason of death, the
option  may  thereafter be exercised at any time prior to the expiration date of
the option or within 12 months after the date of such death, whichever period is
shorter, by the person or persons entitled to do so under the optionee's will or
if  the  optionee  has  died  intestate,  the  optionee's  legal representative.

     RESTRICTED  STOCK.  Upon the termination of the employment or other service
relationship  of  a  recipient  of  restricted  stock  with  Telecom  Utah  or a
subsidiary  of  Telecom  Utah, in either case other than by reason of death, any
restricted  stock held by such recipient that has not vested, or with respect to
which  all  applicable  restrictions  and  conditions  have  not  lapsed,  shall
immediately  be  deemed  forfeited,  unless  the  Board  of  Directors,  in  its
discretion,  determines  otherwise.

OTHER  FEATURES  OF  THE  STOCK  PLAN

     Unless  sooner terminated by the Board of Directors, the Stock Plan will be
in effect for ten years from the date of its adoption by the Board of Directors.
Any  options  and  restricted  stock  outstanding at the end of this period will
remain  in  effect in accordance with their terms. The Stock Plan will terminate
before the end of the ten-year period if all stock subject to the Stock Plan has
been issued pursuant to vested awards of restricted stock and purchased pursuant
to  the  exercise  of options granted under the Plan. In the event substantially
all  of  Telecom  Utah's  assets are acquired or a controlling amount of Telecom
Utah's  outstanding shares are acquired, Telecom Utah shall have the option, but
not  the  obligation, to cancel options outstanding as of the effective date of
the  acquisition, whether or not such options are then exercisable in return for
payment  to  the  optionees  of  an  amount equal to a reasonable estimate of an
amount  equal  to the difference between the net amount per share payable in the
acquisition  or  as  a result of the acquisition, less the exercise price of the
option.  A  dissolution  or  a  liquidation  of  Telecom  Utah  or  a merger and
consolidation  in  which  Telecom  Utah  is not the surviving entity shall cause
every  option  outstanding  to  terminate  as  of  the  effective  date  of such
dissolution,  liquidation,  merger  or  consolidation.  The  optionee  shall be
offered  either  (i)  a  firm  commitment  whereby  the  resulting  or surviving
corporation  in a merger or consolidation will tender to the optionee an option
to  purchase  its shares on terms and conditions both as to number of shares and
otherwise,  which will substantially preserve the optionee's rights and benefits
of the option outstanding or (ii) shall have the right immediately prior to such
dissolution,  liquidation,  merger  or consolidation to exercise any unexercised
options  whether or not then exercisable, subject to the provisions of the Stock
Plan.

FEDERAL  INCOME  TAX  CONSEQUENCES

     The  description of Federal tax consequences set forth below is necessarily
general  in  nature  and  does  not  purport  to  be  complete.

     There  are  generally no Federal tax consequences either to the optionee or
to  Telecom  Utah upon the grant of an option. On exercise of an incentive stock
option  the  option  will not recognize any income, and Telecom Utah will not be
entitled  to  a deduction for tax purposes, although such exercise may give rise
to  liability for the option under the alternative minimum tax provisions of the
Internal Revenue Code. However, if the optionee disposes of shares acquired upon
exercise  of  an incentive stock option within two years of the date of grant or
one  year  of  the  date  of exercise, the optionee will recognize compensation
income, and Telecom Utah will be entitled to a deduction for tax purposes in the
same  amount,  equal  to  the  excess  of the fair market value of the shares of
common stock on the date of exercise over the option exercise price (or the gain
on  sale, if less); the remainder of any gain to the optionee will be treated as
capital  gain. Otherwise, Telecom Utah will not be entitled to any deduction for
tax  purposes  upon  disposition  of  such  shares, and the entire gain for the
optionee  will  be  treated  as  a  capital gain. On exercise of a nonqualified
option,  the  amount  by  which the fair market value of the common stock on the
date  of exercise exceeds the option exercise price will generally be taxable to
the  optionee  as compensation income, and will generally be deductible for tax
purposes  by  Telecom  Utah.  The disposition of shares of common stock acquired
upon  exercise of a nonqualified option will generally result in a capital gain
for  the optionee, but will have no tax consequences for Telecom Utah.  Although
the  exercise  of an incentive stock option does not give rise to taxable income
to the employee, the difference between the option price and the market price of
the  stock  must  be recognized for alternative minimum tax purposes for the tax
year  in  which  the  option  is  exercised.

     Section  162(m)  of  the  Internal  Revenue  Code limits the deduction that
Telecom  Utah  may take for otherwise deductible compensation payable to certain
executive  officers to the extent that compensation paid to such officers for a
year  exceeds  $1,000,000,  unless  such  compensation  meets  certain criteria.
Although Telecom Utah believes that compensation realized from options under the
Stock  Plan  generally  will  satisfy  the  requirements  to  be  considered
performance-based  for  purposes of Section 162(m) of the Internal Revenue Code,
there  is  no  assurance  that  such  awards  will satisfy such requirements. In
addition,  because other awards under the Stock Plan will generally not meet the
requirements  of  Section  162(m) of the Code, the deduction attributable to any
compensation  realized  under any such awards to the affected executive officers
may  be  limited  under  Section  162(m)  of  the  Code.

     The  Board  of  Directors  or  the  committee  may  require  payments  from
participants  in  the  Stock  Plan,  or  withhold  from  payments due to be made
thereunder,  in  order  to  satisfy  applicable  withholding  tax  requirements.

VOTE  REQUIRED  FOR  THE  AMENDMENT  TO  THE  STOCK  PLAN

     The ratification and adoption of the Amended and Restated 1999 Stock Option
and Restricted Stock Plan would have required the affirmative vote of a majority
of  the  outstanding  shares  of  common  stock of Telecom Utah at a shareholder
meeting where all shares of common stock were represented in person or by proxy.

                        PROPOSAL II - REINCORPORATION OF
                          TELECOM WIRELESS CORPORATION

     On  March  30, 2000, the holders of a majority of the outstanding shares of
the  common  stock  of  Telecom  Utah  consented in writing to Proposal II which
approves the reincorporation of Telecom Wireless Corporation, a Utah corporation
(the  "Company"  or  "Telecom  Utah")  through  merger  with  Telecom  Wireless
Corporation,  a  Delaware corporation and wholly-owned subsidiary of the Company
("Telecom  Delaware").

INTRODUCTION

     The  Board of Directors believes that the best interests of the Company and
its  shareholders  will  be  served  by  changing  Telecom  Utah's  state  of
incorporation  from  Utah  to  Delaware  (the "Reincorporation"). The Board has
approved  the  Reincorporation,  which  will  be effected pursuant to the Merger
Agreement  described  below.  Under  the  Merger Agreement, Telecom Utah will be
merged  with  and  into  its  wholly-owned subsidiary, Telecom Delaware. Telecom
Delaware  currently  has  no  assets,  liabilities  or  operations.  Upon  the
effectiveness  of  the  Reincorporation,  Telecom  Utah  will cease to exist and
Telecom Delaware will continue to operate Telecom Utah's business under the name
"Telecom  Wireless  Corporation."  The  Reincorporation  will  be  effected  as
outlined in the Agreement and Plan of Merger by and between Telecom Delaware and
Telecom  Utah,  attached  as  Exhibit  B  (the "Merger Agreement"). Shareholder
approval of the Reincorporation constitutes approval of the Merger Agreement and
all  related transactions, which will effect the change in the legal domicile of
Telecom  Utah.  The  Board  reserves  the  right  to  delay  or  abandon  the
Reincorporation.

EFFECTIVE  DATE  OF  REINCORPORATION

     The  Reincorporation  will  become  effective  upon  the  filing  with  and
acceptance  by  the  Delaware  Secretary  of State of the Certificate of Merger,
which  is  expected to be on or about May 8, 2000, unless the Reincorporation is
extended  or  abandoned  by  Telecom  Utah.

REASONS  FOR  THE  REINCORPORATION

     Telecom Utah originally was incorporated under Utah law in 1984. Management
has  little  information  about  Telecom  Utah's business until early 1998, but
believes  it  is  probable  that  the  operations of Telecom Utah were conducted
primarily  in  or  from  Utah.  Telecom  Utah  maintains offices in Colorado and
Florida,  and  intends  to acquire businesses that may operate in other areas of
the  Unites  States.  At  present,  no operations in Utah are planned. For many
years, Delaware has followed a policy of encouraging incorporation in that state
and  has  been a leader in adopting, construing and implementing comprehensive,
flexible  corporate  laws  responsive  to  the  legal  and  business  needs  of
corporations  organized  under  its  laws.  The  Delaware  courts have developed
considerable  expertise in dealing with corporate issues, and a substantial body
of  case  law  has  developed  in the construction of Delaware law, resulting in
greater  predictability  with  respect to corporate legal affairs. As a result,
many  corporations,  including  major  companies,  that  have  headquarters and
operations  located  throughout  the United States have chosen Delaware as their
domicile  or  have  reincorporated  in  that  state. The Board believes that the
greater  certainty provided by Delaware law, and the greater familiarity of the
business  and  investment community with Delaware law, may facilitate investment
in  and  other  transactions  by  Telecom  Delaware.

THE  MERGER

     Telecom  Delaware  will  be  the  surviving  corporation of the merger with
Telecom  Utah.  The terms and conditions of the Reincorporation are set forth in
the  Merger Agreement attached to this Information Statement, and the summary of
the terms and conditions of the Reincorporation set forth below is qualified by
reference  to  the  full  text of the Merger Agreement. Upon consummation of the
Reincorporation,  Telecom  Delaware  will  continue to exist in its present form
under  the  name  "Telecom Wireless Corporation" and Telecom Utah will cease to
exist.  The  Reincorporation will change the legal domicile of Telecom Utah, but
will  not  result  in  a  change in the principal offices, business, management,
capitalization,  assets  or  liabilities  of Telecom Utah. By operation of law,
Telecom  Delaware  will  succeed  to  all  of  the  assets and assume all of the
liabilities  of Telecom Utah. The Board of Directors of Telecom Delaware will be
comprised  of  the  same  individuals  who presently are members of the Board of
Telecom  Utah.  It  is  anticipated  that the directors of Telecom Delaware will
elect  as  officers of Telecom Delaware the same individuals who presently serve
as  officers  of  Telecom  Utah.  The  rights  of shareholders and the corporate
affairs of Telecom Delaware will be governed by the Delaware General Corporation
Law  and  by  the  certificate of incorporation and bylaws of Telecom Delaware,
instead  of  the Utah Business Corporation Act and the articles of incorporation
and  bylaws  of  Telecom  Utah. Certain material differences are discussed below
under  "Comparison  of Shareholders Rights under Delaware and Utah Corporate Law
and Charter Documents." The articles of incorporation and bylaws of Telecom Utah
and  the  certificate  of  incorporation  and  bylaws  of  Telecom Delaware are
available  for  inspection  by  shareholders  of  Telecom  Utah at the principal
offices  of  Telecom  Utah located at 5299 DTC Boulevard, Suite 1120, Englewood,
Colorado  80111,  (303)416-4000.  The certificate of incorporation and bylaws of
Telecom  Delaware  are  substantially identical to the articles of incorporation
and  bylaws  of  Telecom  Utah except where the differences between Delaware and
Utah  law  required  changes.

     Upon  the  effectiveness  of the Reincorporation, each outstanding share of
the  common stock of Telecom Utah will be automatically converted into one fully
paid and nonassessable share of the common stock of Telecom Delaware. Similarly,
each  outstanding  share  of  the  preferred  stock  of  Telecom  Utah  will  be
automatically converted into one fully paid and nonassessable share of Preferred
Stock  of Telecom Delaware. Also, each share of common stock of Telecom Delaware
issued  and  outstanding  immediately prior to the merger shall be cancelled and
returned  to  the  status  of  authorized  but unissued shares. Each outstanding
certificate  representing  shares  of common stock or preferred stock of Telecom
Utah  will represent the same number of shares of Telecom Delaware common stock
or  preferred  stock, respectively. Certificates evidencing shares of the common
stock  of  Telecom  Utah may be exchanged for certificates evidencing the common
stock  of  Telecom  Delaware at any time after the Reincorporation is completed.

     Following  the  effectiveness of the Reincorporation, Telecom Delaware will
assume  and  continue  Telecom Utah's Amended and Restated 1999 Stock Option and
Restricted  Stock  Plan,  and  all  outstanding  options,  warrants, convertible
securities  and other rights to acquire the common stock of Telecom Utah will be
converted  into  the  right to acquire the common stock of Telecom Delaware on a
share-for-share  basis.  Telecom  Utah's  other  employee  benefit  plans  and
arrangements  will also be continued by Telecom Delaware upon the same terms and
conditions  existing  before  the  Reincorporation.  Consummation  of  the
Reincorporation  is  subject to the approval of Telecom Utah's shareholders. The
affirmative  vote  of  the holders of a majority of the votes represented by the
outstanding  shares  of the common stock voting together as a class is required
for  the  approval  and  adoption of the Reincorporation. The Reincorporation is
expected  to  become effective as soon as practicable after shareholder approval
is obtained and all other conditions to the Reincorporation have been satisfied,
including  the  receipt  of  all  consents,  orders  and approvals necessary for
consummation  of  the  Reincorporation. Prior to its effectiveness, however, the
Reincorporation  may  be  abandoned  by  the Board if, for any reason, the Board
determines  that  consummation  of  the Reincorporation is no longer advisable.

FEDERAL  INCOME  TAX  CONSEQUENCES  OF  THE  REINCORPORATION

     The  Reincorporation  pursuant  to  the Merger Agreement will be a tax-free
reorganization under the Internal Revenue Code of 1986, as amended. Accordingly,
a  holder  of  the  common  stock  or  preferred  stock of Telecom Utah will not
recognize  gain  or  loss  with  respect  to  that  stock  as  a  result  of the
Reincorporation.  The  holder's  basis  in  a  share of common stock of Telecom
Delaware  will  be  the same as the holder's basis in the corresponding share of
common  stock of Telecom Utah held immediately prior to the Reincorporation. The
holder's  holding  period  for  each  share of Telecom Delaware will include the
period  during  which the holder held the corresponding share of common stock of
Telecom  Utah,  provided  the  holder  held the corresponding share as a capital
asset  at the time of the Reincorporation. In addition, neither Telecom Utah nor
Telecom  Delaware  will  recognize  gain  or  loss  as  a  result  of  the
Reincorporation,  and  Telecom  Delaware  will  generally  succeed,  without
adjustment,  to  the  tax  attributes  of  Telecom  Utah.  Upon Reincorporation,
however,  Telecom  Delaware  will be subject to Delaware franchise tax, which is
based  on  the  total  asset  value of the corporation. The foregoing summary of
federal  income  tax  consequences  is included for general information only and
does  not  address  all  income  tax  consequences to all of the shareholders of
Telecom  Utah.  The  shareholders of Telecom Utah are urged to consult their own
tax  advisors  as  to  the specific tax consequences of the Reincorporation with
respect  to  the  application  and effect of state, local and foreign income and
other  tax  laws.

     THE  FOREGOING  IS  ONLY  A  SUMMARY  OF  CERTAIN  FEDERAL  INCOME  TAX
CONSEQUENCES. SHAREHOLDERS SHOULD CONSULT THEIR OWN TAX ADVISERS REGARDING THE
SPECIFIC  TAX CONSEQUENCES TO THEM OF THE PROPOSAL TO REINCORPORATE IN DELAWARE
INCLUDING  THE  APPLICABILITY  OF  THE  LAWS OF ANY STATE OR OTHER JURISDICTION.

SECURITIES  ACT  CONSEQUENCES

     Pursuant  to  Rule  145(a) (2) under the Securities Act of 1933, as amended
(the  "Securities  Act"),  a  merger  that  has  the sole purpose of changing an
issuer's  domicile  within  the  United  States  does  not  involve  a  sale of
securities  for  the  purposes  of  the  Securities  Act.  Accordingly, separate
registration of shares of common stock of Telecom Delaware will not be required.

DESCRIPTION  OF  CAPITAL  STOCK  AND  VOTING  RIGHTS

     The  authorized  capital stock of both Telecom Utah and Telecom Delaware at
the  time  the  Reincorporation  becomes  effective will consist of 100,000,000
shares  of  common  stock,  par  value $.001 per share, and 25,000,000 shares of
preferred  stock,  par  value  $.001 per share. As of March 28, 2000, 18,947,494
shares  of  Telecom  Utah  common  stock  and  20,000  shares  of  Telecom  Utah
Convertible,  Non-Voting,  Preferred  Stock,  Series  1998-1  were  issued  and
outstanding.  Each  share  of  common  stock has, for all purposes, one vote per
share.  The shares of Telecom Utah preferred stock are not entitled to vote upon
the  Reincorporation,  the  election of directors or any other matters except as
required  by  law.  The  shares  of Telecom Utah preferred stock are entitled to
dissenter's  rights  as  set  forth  below.

COMPARISON  OF  SHAREHOLDER  RIGHTS  UNDER  DELAWARE  AND UTAH CORPORATE LAW AND
CHARTER  DOCUMENTS  GENERAL

     Upon Reincorporation, Telecom Utah will change its domicile to Delaware and
shall  thereafter be governed by Delaware law and by the Delaware Certificate of
Incorporation  and  the Delaware Bylaws ("Delaware Charter Documents"). Upon the
filing  with  and  acceptance  by  the  Secretary  of  State  of  Delaware  of a
Certificate of Merger in Delaware and upon the effective date of the Articles of
Merger,  but  not  prior to the filing date with the Secretary of State of Utah,
Telecom  Utah  will  cease to exist in the State of Utah and will become Telecom
Delaware  and  the  outstanding  shares  of  the  common and preferred stock of
Telecom  Utah  will  be deemed for all purposes to evidence ownership of, and to
represent,  shares  of  the  common and preferred stock of Telecom Delaware. The
Delaware  Charter  Documents will replace the Restated Articles of Incorporation
and  Bylaws  of  Telecom Utah. If the Reincorporation is consummated, holders of
the  common  and  preferred  stock  of  Telecom  Utah  (and  holders of options,
warrants  or other securities exchangeable for or convertible into common stock
of  Telecom  Utah) will become holders of the common stock of Telecom Delaware,
which  will result in their rights as shareholders being governed by the laws of
the  State  of Delaware and the Delaware Charter Documents. It is not practical
to  describe all of the differences between the laws of Utah and Delaware or the
Utah  and  Delaware Charter Documents. The following is a summary of some of the
significant rights of the shareholders under Utah and Delaware law and under the
Utah  and  Delaware Charter Documents. This summary is qualified in its entirety
by  reference  to  the  full  text  of  such  documents  and  laws.

AUTHORIZED  CAPITAL  STOCK

     The  description  of the classes of shares and a statement of the number of
shares  in  each  class  and the relative rights, voting power, restrictions and
preferences  granted  to and imposed upon the shares of each class are discussed
below.  The  authorized  capital  stock of Telecom Delaware, upon closing of the
merger  with  Telecom  Utah, will consist of 100 million shares of common stock,
$0.001  par  value,  and  25 million shares of preferred stock, $.001 par value.

     COMMON STOCK. Each share of the common stock of Delaware will have one vote
per  share,  and  the right to notice of shareholders' meetings and to vote upon
the  election  of directors or upon any other matter as to which approval of the
common shareholders is required or requested. Shareholders will not have a right
to  cumulate  their  votes  for  the  election  of  directors.

     PREFERRED  STOCK.  As  under  Utah  law,  the Board of Directors of Telecom
Delaware  will  have  the  power  to determine the rights and preferences of any
series  of  preferred  stock  it  may  authorize.  The  designations,  powers,
preferences, rights and restrictions granted or imposed upon the preferred stock
to  be issued by Telecom Delaware in exchange for the preferred stock of Telecom
Utah  is  substantially  identical  to  the  powers,  preferences,  rights  and
restrictions  granted  or  imposed  upon  the  preferred  stock.

VOTING  RIGHTS  WITH  RESPECT  TO  EXTRAORDINARY  CORPORATE  TRANSACTIONS

     DELAWARE.  Approval  of  mergers  and  consolidations  and sales, leases or
exchanges  of  all  or  substantially  all  of  the  property  or  assets  of a
corporation,  whether  or  not  in the ordinary course of business, requires the
affirmative  vote  or  consent  of  the holders of a majority of the outstanding
shares  entitled  to  vote,  except  that, unless required by the certificate of
incorporation, no vote of shareholders of the corporation surviving a merger is
necessary  if: (i) the merger does not amend the certificate of incorporation of
the  corporation; (ii) each outstanding share immediately prior to the merger is
to  be  an identical share after the merger, and (iii) either no common stock of
the  corporation and no securities or obligations convertible into common stock
are  to  be issued in the merger, or the common stock to be issued in the merger
plus  that  initially  issuable  on conversion of other securities issued in the
merger  does  not  exceed 20% of the common stock of the corporation outstanding
immediately  before  the  merger.

     UTAH.  A  merger, share exchange or sale of all or substantially all of the
assets  of  a  corporation  (other  than  a  sale  in the ordinary course of the
corporation's business) requires the approval of a majority (unless the articles
of  incorporation, the bylaws or a resolution of the Board of Directors requires
a  greater  number)  of  the  outstanding  shares  of the corporation (voting in
separate  voting  groups,  if  applicable).  No  vote of the shareholders of the
surviving  corporation  in  a  merger  is  required  if:  (i)  the  articles  of
incorporation  of  the  surviving  corporation  will  not be changed; (ii) each
shareholder  of  the  surviving  corporation  whose  shares  were  outstanding
immediately before the effective date of the merger will hold the same number of
shares,  with  identical  designations,  preferences,  limitations  and relative
rights,  immediately  after  the  merger;  (iii)  the  number  of  voting shares
outstanding  immediately  after  the  merger,  plus  the number of voting shares
issuable  as  a  result  of  the  merger (either by the conversion of securities
issued  pursuant  to  the  merger  or the exercise of rights and warrants issued
pursuant  to  the merger), will not exceed by more than 20% of the total number
of  voting  shares  of the surviving corporation outstanding immediately before
the  merger;  and  (iv)  the number of participating shares (shares that entitle
their  holder  to  participate  without limitation in distributions) outstanding
immediately  after  the merger, plus the number of participating shares issuable
as  a  result  of  the  merger  (either  by  the conversion of securities issued
pursuant  to  the merger or the exercise of rights and warrants issued pursuant
to  the  merger),  will  not  exceed  by  more  than  20%  the  total  number of
participating  shares  of  the  surviving  corporation  outstanding immediately
before  the  merger.  Both  Utah  and Delaware law require that a sale of all or
substantially  all  of  the assets of a corporation be approved by a majority of
the  outstanding voting shares of the corporation transferring such assets. With
certain  exceptions,  Utah law also requires certain sales of assets and similar
transactions be approved by a majority vote of each class of shares outstanding.
In  contrast,  Delaware  law  generally does not require class voting, except in
certain transactions involving an amendment to the certificate of incorporation
that  adversely  affects  a  specific  class  of  shares.

SHAREHOLDERS'  CONSENT  WITHOUT  A  MEETING

     DELAWARE.  Unless  otherwise  provided in the certificate of incorporation,
action requiring the vote of shareholders, including the removal and election of
directors,  may  be  taken without a meeting, without prior notice and without a
vote,  by  the  written consent of shareholders having not less than the minimum
number  of  votes  that  would  be necessary to take such action at a meeting at
which  all  shares  entitled  to  vote  thereon  were  present  and  acted.

     UTAH.  Unless  otherwise  provided in the articles of incorporation, action
requiring  the  vote  of shareholders may be taken without a meeting and without
prior notice by one or more written consents of the shareholders having not less
than  the minimum number of votes that would be necessary to take such action at
a  meeting  at  which all shares entitled to vote thereon were present and voted
(if  shareholder  action is by less than unanimous written consent, notice shall
be provided to the shareholders who did not consent at least ten days before the
consummation  of  the  transaction,  action  or  event  authorized  by  the
shareholders).  However,  any written consent for the election of directors must
be  unanimous and the shareholders of any corporation in existence prior to July
1,  1992,  are  required  to  adopt a resolution permitting action by less than
unanimous written consent; otherwise, the shareholders are only permitted to act
by  unanimous  written consent. The Company's original charter predates July 1,
1992  and  on  July  7,  1999,  the shareholders of the Company elected to allow
shareholders  to  approve,  ratify and effect actions of the Company by majority
written  shareholder  consent  as  permitted  under  Utah  law.

SHAREHOLDER  VOTING  REQUIREMENTS

     DELAWARE.  The  certificate  of  incorporation or bylaws of any corporation
authorized  to issue stock may specify the number of shares and/or the amount of
other  securities  having voting power, the holders of which shall be present or
represented by proxy at any meeting in order to constitute a quorum for, and the
votes that shall be necessary for, the transaction of any business.  However, in
no event shall a quorum consist of less than one-third of the shares entitled to
vote  at the meeting, except that, where a separate vote by a class or series or
classes  or series is required, a quorum shall consist of no less than one third
of the shares of such class or series or classes or series.    In the absence of
such  specification  in  the  certificate  of  incorporation  or  bylaws of the
corporation,  a  majority  of the shares entitled to vote, present in person or
represented  by  proxy,  shall constitute a quorum at a meeting of shareholders.
In all matters other than the election of directors, the affirmative vote of the
majority of shares present in person or represented by proxy at the meeting and
entitled  to  vote  on the subject matter shall be the act of the shareholders.
Directors  shall be elected by a plurality of the votes of the shares present in
person  or  represented  by  proxy  at  the  meeting and entitled to vote on the
election of directors.  Where a separate vote by a class or series or classes or
series is required, a majority of the outstanding shares of such class or series
or classes or series, present in person or represented by proxy shall constitute
a  quorum  entitled  to take action with respect to that vote on that matter and
the  affirmative  vote  of  the  majority  of  shares of such class or series or
classes or series present in person or represented by proxy at the meeting shall
be  the  act  of  such  class  or  series  or  classes  or  series.

     UTAH.  Unless  the  articles or incorporation provide otherwise, a majority
of  the  votes entitled to be cast on a matter by the voting group constitutes a
quorum  of  that  voting  group  for  action  on  that  matter.  Once a share is
represented  for  any purpose at a meeting, including the purpose of determining
that a quorum exists, it is deemed present for quorum purposes for the remainder
of the meeting and for any adjournment of that meeting, unless a new record date
is  or  must  be  set  for  that  adjourned  meeting.  Unless  the  articles  of
incorporation  provide  otherwise, if a quorum exists, action on a matter, other
than  the election of directors, by a voting group is approved if the votes cast
within  the  voting  group  favoring the action exceed the votes cast within the
voting  group opposing the action.  Unless otherwise provided in the articles of
incorporation,  directors  are  elected  by a plurality of the votes cast by the
shares entitled to vote in the election, at a meeting of shareholders at which a
quorum is present.  Shareholders do not have a right to cumulate their votes for
the election of directors unless the articles of incorporation provide for such
cumulation  of  votes.  Shares  entitled  to  vote  cumulatively  may  be  voted
cumulatively  at each election of directors unless the articles of incorporation
provide  alternative  procedures  for  the  exercise  of  cumulative  voting.

DISSENTERS'  RIGHTS

     DELAWARE.  Shareholders are entitled to demand appraisal of their shares in
the  case  of mergers or consolidations, except where: (i) they are shareholders
of the surviving corporation and the merger did not require their approval under
Delaware  law;  (ii)  the  corporation's  shares are either listed on a national
securities  exchange  or  designated  as a national market system security on an
interdealer  quotation system by The National Association of Securities Dealers,
Inc.;  or  (iii)  the corporation's shares are held of record by more than 2,000
shareholders. Appraisal rights are available in either (i), (ii) or (iii) above,
however,  if  the  shareholders  are  required  by  the  terms  of the merger or
consolidation  to  accept  any  consideration  other  than  (a)  stock  of  the
corporation  surviving or resulting from the merger or consolidation, (b) shares
of stock of another corporation which are either listed on a national securities
exchange  or  designated  as a national market system security on an interdealer
quotation  system  by  the  National Association of Securities Dealers, Inc. or
held  of  record by more than 2,000 shareholders, (c) cash in lieu of fractional
shares,  or  (d)  any  combination  of  the  foregoing  appraisal rights are not
available  in  the  case  of  a sale, lease, exchange or other disposition by a
corporation  of  all  or  substantially  all  of  its  property  and  assets.

     UTAH.  In connection with a merger, share exchange or sale, lease, exchange
or  other disposition of all or substantially all of the assets of a corporation
(other  than in the ordinary course of the corporation's business), a dissenting
shareholder,  after  complying  with  certain procedures, is entitled to payment
from  the  corporation  of  the fair value of the shareholder's shares. The fair
value  is estimated by the corporation. However, if the shareholder is unwilling
to  accept  the  corporation's  estimate,  the  shareholder  may  provide  the
corporation  with  an  estimate  of  the  fair  value and demand payment of that
amount.  If  the  corporation  is  unwilling to pay that amount, the corporation
shall apply for judicial determination of the fair value. Unless the articles of
incorporation,  bylaws  or  a  resolution  of  the  Board  of  Directors provide
otherwise,  shareholders  are not entitled to dissenters' rights when the shares
are  listed  on a national securities exchange or the National Market System of
NASDAQ,  or  are  held  of  record  by  more  than  2,000 holders. However, this
exception  does  not apply if, pursuant to the corporate action, the shareholder
will  receive  anything  except  (i)  shares  of the surviving corporation, (ii)
shares  of  a  corporation  that  is  or will be listed on a national securities
exchange,  the  National Market System of NASDAQ, or held of record by more than
2,000  holders,  (iii) cash in lieu of fractional shares or (iv) any combination
of  the  foregoing.

DIVIDENDS

     DELAWARE.  Dividends  may  be paid either (i) out of surplus (the excess at
any  time  of the net assets of the corporation over the amount of its capital),
or  (ii)  in case there is no surplus, out of the corporation's net profits for
the fiscal year in which the dividend is declared and/or its net profits for the
preceding  fiscal  year. A corporation may redeem or repurchase its shares only
if  the  capital  of  the  corporation  is  not  impaired and such redemption or
repurchase  would  not  impair  the  capital  of  the  corporation.

     UTAH.  A  corporation  is  prohibited  from  making  a  distribution to its
shareholders  if, after giving effect to the distribution, the corporation would
not be able to pay its debts as they become due in the usual, course of business
or the corporation's total assets would be less than its total liabilities (plus
any  amounts  necessary  to  satisfy  any  preferential  rights).

ANTI-TAKEOVER  STATUTES

     DELAWARE.  Except under certain circumstances, the Delaware law prohibits a
"business  combination" between the corporation and an "interested shareholder"
within  three  years  of  the  shareholder becoming an "interested shareholder."
Generally,  an  "interested  shareholder"  is a person or group that directly or
indirectly,  controls  15%  or  more  of  the  outstanding voting stock or is an
affiliate  or  associate  of the corporation and was the owner of 15% or more of
such  voting  stock  at  any  time  within the previous three years. A "business
combination"  includes  a  merger,  consolidation,  sale or other disposition of
assets  having an aggregate value in excess of 10% of the aggregate market value
of  the  consolidated  assets  of  the corporation or its outstanding stock, and
certain  transactions  that  would  increase  the  interested  shareholders'
proportionate  share  ownership  in the Board of Directors prior to the date the
interested  shareholder  became  an  interested shareholder under Delaware law,
such  business  combinations between a corporation and an interested shareholder
are  prohibited  unless  (a)  prior  to the date the person became an interested
director  the Board of Directors approved either the business combination or the
transaction which resulted in the person becoming an interested shareholder; (b)
the interested shareholder acquired at least 85% of the outstanding voting stock
of  the  corporation  in  the  transaction  in  which  the shareholder became an
interested  shareholder  excluding,  for  purposes  of determining the number of
shares  outstanding, shares held by persons who are directors and also officers
and  by  employee  stock  plans  in  which participants do not have the right to
determine  confidentially  whether  shares  held  subject  to  the  plan will be
tendered; (c) the business combination is approved by a majority of the Board of
Directors  and by the affirmative vote of two thirds of the votes entitled to be
cast  by  disinterested  shareholders  at  an annual or special meeting, (d) the
corporation  does  not have a class of voting stock that is listed on a national
securities  exchange,  authorized  for  quotation  on  an interdealer quotation
system  of  a  registered national securities association, or held by more than
2,000  shareholders  unless  any  of  the  foregoing  results from action taken,
directly  or indirectly, by an interested shareholder or (e) the corporation has
opted  out  of  this  provision.

     UTAH. The Utah Control Share Acquisitions Act, set forth in Sections 61-6-1
through  61-6-12 of the Utah Code Annotated, provides, among other things, that,
when any person obtains shares (or the power to direct the voting shares) of "an
issuing  public  corporation"  such  that  the  person's  voting power equals or
exceeds  any  of  three levels (20%, 33 1/3% or 50%), the ability to vote (or to
direct  the  voting  of)  the  "control  shares" is conditioned on approval by a
majority  of  the corporation's shares (voting in voting groups, if applicable),
excluding  the  "interested  shares." Shareholder approval may occur at the next
annual  meeting  of  the  shareholders, or, if the acquiring person requests and
agrees  to pay the associated costs of the corporation, at a special meeting of
the  shareholders (to be held within 50 days of the corporation's receipt of the
request by the acquiring person). If authorized by the articles of incorporation
or  the  bylaws,  the corporation may redeem "control shares" at the fair market
value  if the acquiring person fails to file an "acquiring person statement" or
if  the  shareholders  do  not  grant  voting  rights  to control shares. If the
shareholders  grant  voting  rights  to the control shares, and if the acquiring
person  obtained a majority of the voting power, shareholders may be entitled to
dissenters' rights under Utah law. An acquisition of shares does not constitute
a  control share acquisition if (i) the corporation's articles of incorporation
or  bylaws  provide  that  this  Act  does  not  apply,  (ii) the acquisition is
consummated  pursuant  to  a  merger in accordance with Utah law, or (iii) under
certain  other  specified  circumstances.

QUORUM  OF  DIRECTORS

     DELAWARE. Unless a greater or lesser number is required for a quorum by the
certificate  of incorporation or bylaws (but in no event less than one-third of
the votes of the entire board or committee), a majority of the directors then in
office  shall  constitute  a  quorum.  Under  the  Delaware Bylaws, the act of a
majority  of  directors  present  at a meeting duly held shall be the act of the
Board  once  a  quorum  is  present.

     UTAH.  A  quorum  of  the  Board of Directors consists of a majority of the
fixed  number  of directors if the corporation has a fixed board size, or if the
corporation's bylaws provide for a variable board size, a majority of the number
of  directors  prescribed,  or if no number is prescribed, the number in office.
However,  the articles of incorporation or the bylaws may establish a higher or
lower number of directors to constitute a quorum, but in no event may the number
be  less  than  one-third  of  the  number  of  directors.

DERIVATIVE  SUITS

     DELAWARE.  The plaintiff must have been a shareholder of the corporation at
the  time of the transaction of which he complains or his stock thereafter must
have  devolved  upon  him  by  operation  of  law.

     UTAH. A person may not commence a derivative action unless the person was a
shareholder  of  the corporation at the time when the transactions complained of
occurred  (unless the person became a shareholder through transfer by operation
of  law from a person who was a shareholder at the time). The complaint must be
verified  and  allege  with  particularity  (i)  the demand made on the Board of
Directors  and  that  either  the  demand was refused or ignored by the Board of
Directors,  or  (ii)  if  no  demand was made on the Board of Directors, why the
person  did  not  make  the  demand.  If  a  court finds that the proceeding was
commenced  without  reasonable cause, the court may require the plaintiff to pay
the  defendant's  reasonable  expenses,  including  counsel  fees.

SPECIAL  MEETINGS  OF  SHAREHOLDERS

     DELAWARE.  Shareholders generally do not have the right to call meetings of
shareholders unless such right is granted in the certificate of incorporation or
bylaws.  However,  if  a  corporation  fails to hold its annual meeting within a
period  of  30  days  after the date designated therefor, or if no date has been
designated for a period of 13 months after its last annual meeting, the Delaware
Court  of  Chancery  may  order  a  meeting to be held upon the application of a
shareholder.  The  Delaware  Bylaws permit a special meeting to be called at any
time  by  a  majority  of the Board of Directors, the chairman of the board, the
chief  executive  officer,  or  the  president  of  Telecom  Delaware.

     UTAH.  Special meetings of the shareholders may be called by: (i) the Board
of  Directors,  (ii)  the  person  or persons authorized by the bylaws to call a
special  meeting,  or  (iii) the holders of shares representing at least 10% of
all  votes  entitled  to  be  cast on any issue proposed to be considered at the
special  meeting.  The corporation shall give notice of the date, time and place
of  the  meeting  no  fewer than 10 and no more than 60 days before the meeting.
Notice of a special meeting must include a description of the purposes for which
the  special  meeting  is  called.

AMENDMENTS  TO  CHARTER

     DELAWARE.  Amendments  to  the  certificate  of  incorporation  require the
affirmative vote of the holders of a majority of the outstanding shares entitled
to  vote  thereon, except that if the certificate of incorporation requires the
vote of a greater number or proportion of the directors or of the holders of any
class  of  stock  than  is  required by the DGCL with respect to any matter, the
provision  of  the  certificate  of incorporation may not be amended, altered or
repealed  by  Telecom  Delaware  except  by  such  greater  vote.

     UTAH.  The  Board  of  Directors  may propose amendments to the articles of
incorporation  for  submission  to  the  shareholders.  Notice  of a regular or
special meeting at which a proposed amendment is to be considered must include a
notice  of  such  purpose  and  be  accompanied  by  a discussion or copy of the
proposed  amendment.  For an amendment to be adopted, (i) the Board of Directors
must  recommend  the  amendment to the shareholders (unless the board determines
that  because of a conflict of interest or other special circumstances it should
not  make  a recommendation and communicates the basis for its determination to
the shareholders), and (ii) unless the articles of incorporation, the bylaws (if
authorized  by  the  articles  of incorporation) or a resolution of the Board of
Directors  require  a  greater  number, the amendment must be approved by (a) a
majority  of  the votes entitled to be cast on the amendment by any voting group
as to which the amendment would create dissenters' rights, (b) a majority of the
votes  entitled  to be cast on the amendment by any voting group as to which the
amendment  would  materially  and  adversely affect the voting group's rights in
shares  (including preferential rights, rights in redemption, preemptive rights,
voting  rights  or  rights in certain reverse splits), and (c) a majority of the
votes  cast  for all other voting groups (voting separately, as applicable, with
shares  constituting  a  quorum  present  for  each  voting  group).

NOTICE,  ADJOURNMENT  AND  PLACE  OF  SHAREHOLDERS'  MEETINGS

     DELAWARE.  There  is  no  specific statutory requirement under Delaware law
with regard to advance notice of director nominations and shareholder proposals.
Absent  a bylaw restriction, director nominations and shareholder proposals may
be  made  without  advance  notice  at  the  annual  meeting.  However,  federal
securities  laws generally provide that shareholder proposals that the proponent
wishes  to  include  in Telecom Utah's proxy materials must be received not less
than  120  days in advance of the date stated in the proxy statement released in
connection  with  the  previous  years  annual  meeting.

     UTAH.  The  Utah  law  and  Utah  Charter  Documents require that notice of
shareholders'  meetings  be given between 10 and 60 days before a meeting unless
the  shareholders  waive  or  reduce  the  notice period by unanimous consent in
writing.  Both  Utah  and Delaware law provide for adjournments of shareholders'
meetings.  The  Utah  Charter Documents require notice of the adjournment if the
adjournment  is  for  30  days  or  more.  Delaware law and the Delaware Charter
Documents  require  that if the adjournment is for more than 30 days or if a new
record  date  is  fixed,  notice  must  be  given  to the shareholders as for an
original  meeting.  Both  the  Delaware  law  and  Utah  law  permit meetings of
shareholders  to  be  held  at  such  place as is designated by or in the manner
provided  in  the  Bylaws.  If not so designated, Delaware law requires that the
meeting be held at the registered office of the Delaware corporation, while Utah
law  provides  for  the  principal  office  of  the  corporation.

DIRECTORS

     DELAWARE.  The  Delaware Certificate provides that the number of members of
the  Delaware  Board shall be not less than one, until changed by a duly adopted
amendment  to  the Delaware Certificate or to the Delaware Bylaws. A majority of
the  number of directors then in office constitutes a quorum for the transaction
of business. In the absence of a quorum, a majority of the directors present may
adjourn  any  meeting  from  time to time until a quorum is present. The initial
directors  shall  serve  until  the 2000 annual meeting of shareholders or until
their successors and assigns have been duly elected and taken office.  Directors
shall  be elected by a plurality of the votes of the shares present in person or
represented  by  proxy  at  the  meeting and entitled to vote on the election of
directors.

     UTAH.  The  Utah  Articles provide that the Board consists of not less than
three  directors  with the actual number being determined by resolutions adopted
by  the  Board or the holders of Telecom Utah's common stock. Currently, Telecom
Utah  has  three directors. A majority of the number of directors constitutes a
quorum  for  the transaction of business. The Utah Bylaws provide that a vacancy
among the directors may be filled for the unexpired term by the affirmative vote
of  a  majority of the remaining directors in office, though less than a quorum.
Unless  otherwise  provided  in  the  articles  of  incorporation, directors are
elected  by  a plurality of the votes cast by the shares entitled to vote in the
election,  at  a  meeting  of  shareholders  at  which  a  quorum  is  present.

ELECTION  AND  REMOVAL  OF  DIRECTORS

     DELAWARE.  The  Delaware  Bylaws  provide  that directors shall hold office
until  the  next  annual  meeting  of shareholders following their election. Any
director,  or  the  entire Board, may be removed only for cause, and only by the
vote  of  a majority of the voting power of Telecom Utah. The directors may fill
vacancies  on  the  board.

     UTAH.  The  Utah  Bylaws provide that each director shall hold office until
the  next  annual  meeting  of shareholders and until his or her successor shall
have  been elected and qualified. Under Utah law and the Utah Charter Documents,
directors  may  be  removed by a majority vote of shareholders, with or without
cause.  The  directors  or  the  shareholders  may  fill vacancies on the board.

INSPECTION  OF  BOOKS  AND  RECORDS

     DELAWARE.  Under  Delaware  law, any shareholder of record, in person or by
attorney  or  other  agent,  shall,  upon  written demand under oath stating the
purpose  thereof  delivered  to the company's principal place of business, have
the  right during the usual hours for business to inspect for any proper purpose
the  company's stock ledger, a list of its shareholders, and its other books and
records, and to make copies or extracts therefrom. A proper purpose shall mean a
purpose reasonably related to such person's interest as a shareholder. In every
instance  where  an  attorney  or  other agent shall be the person who seeks the
right  to  inspection,  the demand under oath shall be accompanied by a power of
attorney or such other writing that authorizes the attorney or other agent to so
act  on  behalf  of  the  shareholder.

     UTAH.  Upon  providing  the  company  with  a  written demand at least five
business  days  before  the date the shareholder wishes to make an inspection, a
shareholder and his agent and attorneys are entitled to inspect and copy, during
regular  business  hours,  (i) the articles of incorporation, bylaws, minutes of
shareholders  meetings  for  the previous three years, written communications to
shareholders  for the previous three years, names and business addresses of the
officers  and directors, the most recent annual report delivered to the State of
Utah,  and  financial  statements  for the previous three years, and (ii) if the
shareholder is acting in good faith and directly connected to a proper purpose,
excerpts  from the records of the Board of Directors and shareholders (including
minutes  of  meetings,  written  consents  and  waivers  of notices), accounting
records  and  shareholder  lists.

TRANSACTIONS  WITH  OFFICERS  AND  DIRECTORS

     DELAWARE. Under Delaware law, contracts or transactions in which a director
or officer is financially interested are not automatically void or voidable, if
approved  by  the  shareholders  or  the  directors under substantially the same
circumstances as in Utah. Approval by the shareholders, however, requires only a
simple  majority.  Board  approval  must  be  by a majority of the disinterested
directors,  but interested directors may be counted for purposes of establishing
a  quorum.

UTAH.  Utah  law  provides that every director who, directly or indirectly, is a
party  to,  has  beneficial  interest  in  or  is  closely linked to a proposed
corporate  transaction that is financially significant to the director is liable
to  account  to  the  corporation  for  any  profit made as a consequence of the
corporation  entering into such transaction unless such person (a) disclosed his
or  her interest at the meeting of directors where the proposed transaction was
considered  and  thereafter  the  transaction  was approved by a majority of the
disinterested directors; (b) disclosed his or her interest prior to a meeting or
written  consent of shareholders and thereafter the transaction was approved by
a majority of the disinterested shares; or (c) can show that the transaction was
fair  and  reasonable  to  the  corporation.

LIMITATION  ON LIABILITY OF DIRECTORS; INDEMNIFICATION OF OFFICERS AND DIRECTORS

     DELAWARE.  Delaware  law  permits  a corporation to adopt provisions in its
certificate  of incorporation eliminating or limiting the personal liability of
a  director  to  the  corporation  or  its shareholders for monetary damages for
breach  of  fiduciary  duty  as a director, with the following exceptions: (a) a
breach  of  the  director's  duty  of  loyalty; (b) payment of an unlawful stock
dividend  or  making  an  unlawful  stock  repurchase or redemption; (c) acts or
omissions  not  in  good  faith or involving intentional misconduct or a knowing
violation  of  law;  or  (d) in any transaction in which the director derived an
improper  personal benefit. The Delaware Certificate eliminates the liability of
directors  of  the  corporation  for  monetary  damages  to  the  fullest extent
permissible under Delaware law. Delaware law permits a corporation to indemnify
its  current  and  former  directors, officers, employees and other agents under
circumstances  similar  to  those for which the Utah Charter Documents provide.
The Delaware Certificate of Incorporation requires Telecom Delaware to indemnify
all  such  persons  whom  it  has  the power to indemnify to the fullest extent
legally  permissible  by  the  Delaware  law. The Delaware Bylaws permit Telecom
Delaware  to  advance  expenses  to  a  director  or  officer, provided that the
director  or  executive  officer  undertakes  to repay amounts advanced if it is
ultimately  determined  that such person is not entitled to indemnification, and
subject to such other conditions as the Board may impose. Indemnification rights
under  Delaware  law  are  not exclusive. Accordingly, Telecom Delaware's Bylaws
specifically  permit  Telecom  Delaware  to  indemnify  its directors, officers,
employees  and  other  agents  pursuant  to  an  agreement,  bylaw  provision,
shareholder  vote or vote of disinterested directors or otherwise, any or all of
which may provide indemnification rights broader than those currently available
under  the  Utah  or  Delaware  indemnification  statutes.

     UTAH.  Utah  law  permits  a corporation, if so provided in its articles of
incorporation,  its bylaws or in a shareholder resolution, to eliminate or limit
the  personal liability of a director to the corporation or its shareholders for
monetary  damages  due  to  any  action taken or any failure to take action as a
director,  except  liability  for: (a) improper financial benefits receive by a
director;  (b)  intentional  inflictions  of  harm  on  the  corporation  or its
shareholders;  (c)  payment  of dividends to shareholders making the corporation
insolvent;  and  (d)  intentional  violations  of criminal law. The Utah Charter
Documents  eliminate  the liability of directors of the corporation for monetary
damages  to  the  fullest  extent  permissible under Utah law. Under Utah law, a
corporation  may indemnify its current and former directors, officers, employees
and  other  agents made party to any proceeding because of their relationship to
the  corporation  against  expenses,  judgments,  fines,  settlements  and other
amounts  actually  and reasonably incurred in connection with such proceeding if
that person acted in good faith and reasonably believed his or her conduct to be
in  the corporation's best interests, and, in the case of a criminal proceeding,
had  no  reasonable  cause  to believe his or her conduct was unlawful. Utah law
also  permits  a corporation to indemnify its directors, officers, employees and
other  agents  in  connection  with  a  proceeding  by  or  in  the right of the
corporation  to  procure  a judgment in its favor by reason of the fact that the
person  is  such  an  agent  of  the  corporation, against expenses actually and
reasonably  incurred  by such person in connection with the proceeding. Utah law
prohibits  the indemnification of an agent in connection with a proceeding by or
in  the  right  of  the  corporation in which the director, officer, employee or
agent  was  adjudged  liable to the corporation, or in connection with any other
proceeding  in  which  the  agent is adjudged liable on the basis that the agent
derived  an  improper  personal  benefit.  The  Utah  Charter  Documents  permit
indemnification  of  all  such persons whom it has the power to indemnify to the
fullest  extent  legally  permissible  under  Utah  law.  Utah  law  permits  a
corporation  to  advance  expenses  incurred by a director, officer, employee or
agent  who  is  a  party  to a proceeding in advance of final disposition of the
proceeding  if  that person provides (a) a written affirmation of his good faith
belief  that he acted in good faith, in the corporation's best interests and, in
the  case  of  a  criminal  proceeding,  had  no reasonable cause to believe his
conduct  was  unlawful; (b) a written undertaking by or on behalf of that person
to  repay  the advance if it is ultimately determined that such person's conduct
did  not  meet  the statutory standard required for indemnification; and (c) the
corporation  determines  under  the facts then known that indemnification would
not  be  precluded.  The  Utah  Charter Documents permit such advances. Both the
Delaware  Charter  Documents  and  Utah  Charter  Documents provide that Telecom
Delaware  and  Telecom  Utah,  respectively, may purchase insurance on behalf of
those  persons  entitled  to  be  indemnified  by  the  corporation.

DISSENTERS'  RIGHTS  AS  A  RESULT  OF  THE  REINCORPORATION  MERGER

     Shareholders  have  dissenters'  rights in Utah as a result of the proposed
Reincorporation.  These  rights are discussed above under "Dissenter's Rights of
Appraisal."

IMPACT  ON  HOLDERS  OF  COMPANY  PREFERRED  STOCK

     The  preferred  stock  of Telecom Delaware will have substantially the same
rights, preferences and privileges as the preferred stock of Telecom Utah. For a
general  comparison  of  the rights of shareholders under Delaware and Utah law,
see "Comparison of Shareholder Rights under Utah and Delaware Corporate Law and
Charter  Documents,"  above.

AMENDMENT  TO  THE  MERGER  AGREEMENT;  TERMINATION

     The  Merger  Agreement may be terminated and the Reincorporation abandoned,
notwithstanding  shareholder approval, by the Board of Directors of Telecom Utah
at  any  time  before  consummation  of  the Reincorporation if (i) shareholders
dissent  and  seek  appraisal  rights; or (ii) the Board of Directors of Telecom
Utah  determines  that in its judgment the Reincorporation does not appear to be
in  the  best  interests  of  Telecom Utah or its shareholders. In the event the
Merger Agreement is terminated, Telecom Utah would remain as a Utah corporation.

VOTE  REQUIRED  FOR  APPROVAL  OF  REINCORPORATION

     Approval of the Reincorporation would have required the affirmative vote of
a  majority  of  the  outstanding  shares  of  common stock of Telecom Utah at a
shareholder meeting where all shares of common stock were represented in person
or  by  proxy.


                                   BY  ORDER  OF  THE  BOARD  OF  DIRECTORS


                                   /s/ Calvin D. Smiley


                                   Calvin  D.  Smiley,  President  and  CEO
                                   Englewood,  Colorado

                                   April  10,  2000


<PAGE>
                                                                       EXHIBIT A

                               DISSENTERS' RIGHTS
                      UTAH REVISED BUSINESS CORPORATION ACT

16-10A-1302.   RIGHT TO DISSENT.  (1)  A shareholder, whether or not entitled to
vote,  is  entitled  to  dissent  from,  and obtain payment of the fair value of
shares  held  by  him  in  the event of, any of the following corporate actions:
          (a)  consummation  of  a  plan of merger to which the corporation is a
party  if:
              (i)  shareholder  approval  is  required  for  the  merger  by
Section 16-10A-1103  or  the  articles  of  incorporation;  or
              (ii)  the  corporation  is a subsidiary that is merged with its
parent under  Section  16-10A-1104;
          (b)  consummation of a plan of share exchange to which the corporation
is a party  as  the  corporation  whose  shares  will  be  acquired;
          (c)  consummation  of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of the corporation for which a
shareholder vote  is  required under Subsection 16-10A-1202(1), but not
including a sale for cash pursuant to a plan by which all or substantially all
of the net proceeds of the  sale will be distributed to the shareholders within
one year after the date of  sale;  and
          (d)  consummation  of a sale, lease, exchange, or other disposition of
all, or substantially all, of the property of an entity controlled by the
corporation if the shareholders of the corporation were entitled to vote upon
the consent of the  corporation  to  the  disposition  pursuant  to  Subsection
16-10A-1202(2).
     (2)  A  shareholder  is entitled to dissent and obtain payment of the fair
value of  his  shares  in  the  event  of any other corporate action to the
extent the articles  of incorporation, bylaws, or a resolution of the board of
directors so provides.
     (3)  Notwithstanding  the  other  provisions  of this part, except to the
extent otherwise  provided in the articles of incorporation, bylaws, or a
resolution of the  board  of directors, and subject to the limitations set forth
in Subsection (4),  a  shareholder  is  not  entitled  to  dissent  and  obtain
payment under Subsection  (1) of the fair value of the shares of any class or
series of shares which  either were listed on a national securities exchange
registered under the federal  Securities  Exchange Act of 1934, as amended, or
on the National Market System  of  the  National  Association of Securities
Dealers Automated Quotation System,  or were held of record by more than 2,000
shareholders, at the time of:
          (a)  the record date fixed under Section  16-10A-707  to determine the
shareholders  entitled  to  receive notice of the shareholders' meeting at which
the  corporate  action  is  submitted  to  a  vote;
          (b)  the record date  fixed  under  Section  16-10A-704  to  determine
shareholders  entitled  to  sign  writings  consenting to the proposed corporate
action;  or
          (c)  the effective date of the corporate action if the corporate
action is authorized  other  than  by  a  vote  of  shareholders.
     (4)  The limitation set forth in Subsection  (3)  does  not  apply  if  the
shareholder  will  receive  for  his  shares,  pursuant to the corporate action,
anything  except:
          (a)  shares of the corporation surviving the consummation of the plan
of merger  or  share  exchange;
          (b)  shares of a corporation which at the effective date of the plan
of merger or share exchange either will be listed on a national securities
exchange registered under the federal Securities Exchange Act of 1934, as
amended, or on the National Market System of the National Association of
Securities Dealers Automated Quotation System, or will be held of record by more
than 2,000 shareholders;
          (c)  cash  in  lieu  of  fractional  shares;  or
          (d)  any combination of the shares described in Subsection (4), or
cash in lieu  of  fractional  shares.
     (5)  A shareholder entitled to dissent and obtain payment for his shares
under this part may not challenge the corporate action creating the entitlement
unless the action is unlawful or fraudulent with respect to him or to the
corporation.
                                 * * * * * * * *

16-10A-1321.   DEMAND  FOR PAYMENT -- ELIGIBILITY AND NOTICE OF INTENT.  (1)  If
a  proposed  corporate  action  creating  dissenters'  rights  under  Section
16-10A-1302 is submitted to a vote at a shareholders' meeting, a shareholder who
wishes  to  assert  dissenters'  rights:
          (a)  must  cause the corporation to receive, before the vote is taken,
written notice of his intent to demand payment for shares if the proposed action
is  effectuated;  and
          (b)  may not vote any of his  shares  in favor of the proposed action.
     (2)  If a  proposed  corporate action creating dissenters' rights under
Section 16-10A-1302 is authorized without a meeting of shareholders pursuant to
Section 16-10A-704, a shareholder who wishes to assert dissenters' rights may
not execute  a  writing  consenting  to  the  proposed  corporate  action.
     (3)  In order to be entitled to  payment for shares under this part, unless
otherwise  provided  in  the  articles of incorporation, bylaws, or a resolution
adopted  by  the  board of directors, a shareholder must have been a shareholder
with  respect  to  the  shares  for which payment is demanded as of the date the
proposed  corporate action creating dissenters' rights under Section 16-10A-1302
is  approved  by the shareholders, if shareholder approval is required, or as of
the effective date of the corporate action if the corporate action is authorized
other  than  by  a  vote  of  shareholders.
     (4)  A shareholder who does not satisfy the requirements of Subsections (1)
through  (3)  is  not  entitled  to  payment  for  shares  under  this  part.

16-10A-1322.   DISSENTERS'  NOTICE.  (1)  If  proposed corporate action creating
dissenters'  rights  under  Section  16-10A-1302  is authorized, the corporation
shall  give a written dissenters' notice to all shareholders who are entitled to
demand  payment  for  their  shares  under  this  part.
     (2)  The  dissenters'  notice  required  by  Subsection (1) must be sent no
later  than  ten  days after the effective date of the corporate action creating
dissenters'  rights  under  Section  16-10A-1302,  and  shall:
          (a)  state that the corporate action was authorized and the effective
date or  proposed  effective  date  of  the  corporate  action;
          (b)  state an address at which the corporation will receive payment
demands and  an address at which certificates for certificated shares must be
deposited;
          (c)  inform holders of uncertificated shares to what extent transfer
of the shares  will  be  restricted  after  the  payment  demand  is  received;
          (d)  supply a form for demanding payment, which form requests a
dissenter to  state  an  address  to  which  payment  is  to  be  made;
          (e)  set a date by which the corporation must receive the payment
demand and by which certificates for certificated shares must be deposited at
the address indicated in the dissenters' notice, which dates may not be fewer
than 30 nor more than 70 days after the date  the dissenters' notice required by
Subsection  (1)  is  given;
          (f)  state the requirement contemplated by Subsection 16-10A-1303(3),
if the  requirement  is  imposed;  and
          (g)  be  accompanied  by  a  copy  of  this  part.

16-10A-1323.   PROCEDURE  TO  DEMAND PAYMENT.  (1)  A shareholder who is given a
dissenters'  notice described in Section 16-10A-1322, who meets the requirements
of  Section  16-10A-1321,  and  wishes  to  assert  dissenters'  rights must, in
accordance  with  the  terms  of  the  dissenters'  notice:
          (a)  cause  the  corporation to receive a payment demand, which may be
the  payment  demand  form  contemplated  in  Subsection 16-10A-1322(2)(d), duly
completed,  or  may  be  stated  in  another  writing;
          (b)  deposit certificates for his certificated shares in accordance
with the  terms  of  the  dissenters'  notice;  and
          (c)  if required by the corporation in the dissenters' notice
described in Section 16-10A-1322, as contemplated by Section 16-10A-1327,
certify in writing, in  or  with the payment demand, whether or not he or the
person on whose behalf he asserts dissenters' rights acquired beneficial
ownership of the shares before the date of the first announcement to news media
or to shareholders of the terms of  the  proposed  corporate  action  creating
dissenters' rights under Section 16-10A-1302.
     (2)  A shareholder who demands payment in accordance with Subsection (1)
retains all rights of a shareholder except the right to transfer the shares
until the effective  date  of the proposed corporate action giving rise to the
exercise of dissenters' rights and has only the right to receive payment for the
shares after  the  effective  date  of  the  corporate  action.
     (3)  A shareholder who does not demand payment and deposit share
certificates as required, by the date or dates set in the dissenters' notice, is
not entitled to payment  for  shares  under  this  part.

16-10A-1324.   UNCERTIFICATED SHARES.  (1)  Upon receipt of a demand for payment
under  Section 16-10A-1323 from a shareholder holding uncertificated shares, and
in  lieu of the deposit of certificates representing the shares, the corporation
may  restrict  the transfer of the shares until the proposed corporate action is
taken  or  the  restrictions  are  released  under  Section  16-10A-1326.
     (2)  In  all other respects, the provisions of Section 16-10A-1323 apply to
shareholders  who  own  uncertificated  shares.

16-10A-1325.   PAYMENT.  (1)  Except  as  provided  in Section 16-10A-1327, upon
the  later  of  the  effective date of the corporate action creating dissenters'
rights under Section 16-10A-1302, and receipt by the corporation of each payment
demand pursuant to Section 16-10A-1323, the corporation shall pay the amount the
corporation  estimates  to  be  the  fair  value of the dissenter's shares, plus
interest  to  each  dissenter who has complied with Section 16-10A-1323, and who
meets  the  requirements  of  Section  16-10A-1321, and who has not yet received
payment.
     (2)  Each  payment  made pursuant to Subsection (1) must be accompanied by:
          (a)  (i)  (A)  the  corporation's  balance sheet as of the end of its
most recent fiscal year, or if not available, a fiscal year ending not more than
16  months  before  the  date  of  payment;
                    (B)  an  income  statement  for  that  year;
                    (C)  a statement of changes in shareholders' equity for that
year and a statement of cash flow  for that year, if the corporation customarily
provides  such  statements  to  shareholders;  and
                    (D)  the  latest  available interim financial statements, if
any;
               (ii)  the balance sheet and statements referred to in Subsection
(i) must be audited if the  corporation  customarily  provides audited financial
statements  to  shareholders;
          (b)  a statement of the corporation's estimate of the fair value of
the shares and the amount of  interest  payable  with  respect  to  the  shares;
          (c)  a statement of the dissenter's right to demand payment under
Section 16-10A-1328;  and
          (d)  a  copy  of  this  part.


<PAGE>
                                                                       EXHIBIT B

                              CERTIFICATE OF MERGER
                                     MERGING

                          TELECOM WIRELESS CORPORATION
                               A UTAH CORPORATION,

                                  WITH AND INTO

                          TELECOM WIRELESS CORPORATION
                             A DELAWARE CORPORATION
                     Pursuant to Section 252 of the General
                    Corporation Law of the State of Delaware

     Telecom  Wireless  Corporation, a Delaware corporation (the "Corporation"),
as  the  surviving  corporation,  does  hereby  certify  to  the following facts
relating  to  the  merger  of  Telecom  Wireless Corporation, a Utah corporation
("Telecom-Utah")  with  and  into  the  Corporation  (the  "Merger").

     FIRST:  The names and states of incorporation of the constituent
corporations to the  Merger  are  as  follows:

          NAME                               STATE
          ----                               -----

     Telecom  Wireless  Corporation          Delaware
     Telecom  Wireless  Corporation          Utah


     SECOND:  An  Agreement  and  Plan of Merger, dated as of April 10, 2000, by
and among the Corporation and Telecom-Utah (the "Agreement and Plan of Merger"),
has  been approved, adopted, certified, executed and acknowledged by each of the
constituent  corporations  in  accordance  with  Section  252(c)  of the General
Corporation  Law  of  the  State  of  Delaware.


     THIRD:  The name of the corporation surviving the Merger is Telecom
Wireless Corporation  (the  "Surviving  Corporation").

     FOURTH: The Certificate of Incorporation of the Surviving Corporation shall
be its Certificate of Incorporation  until thereafter amended in accordance with
applicable  law.

     FIFTH:  An executed copy of the Agreement and Plan of Merger is on file at
the offices of the Surviving Corporation located at 5299 DTC Boulevard, Suite
1120, Englewood,  Colorado  80111.

     SIXTH:  A copy of the Agreement and Plan of Merger will be furnished by the
Surviving  Corporation,  on  request and without cost, to any stockholder of the
constituent  corporations.

     SEVENTH: The authorized capital stock of Telecom-Utah is 100,000,000 shares
of common stock, $.001 par  value  per  share and 25,000,000 shares of preferred
stock,  $.001  par  value  per  share.


     IN  WITNESS  WHEREOF,  Telecom  Wireless  Corporation  has  caused  this
Certificate of Merger to be executed in its corporate name this 8th day of May,
2000.


                                       TELECOM  WIRELESS  CORPORATION,
                                       a  Delaware  corporation



                                       By:
                                       Name:
                                       Title:


<PAGE>
                          AGREEMENT AND PLAN OF MERGER


     THIS  AGREEMENT  AND  PLAN  OF  MERGER  dated  as  of  April  10, 2000 (the
"AGREEMENT")  is  by  and  among  Telecom  Wireless  Corporation,  a  Delaware
corporation  ("TELECOM-DELAWARE"),  and  Telecom  Wireless  Corporation,  a Utah
corporation  ("TELECOM-UTAH").  Telecom-Delaware  and Telecom-Utah are sometimes
referred  to  herein  as  the  "CONSTITUENT  CORPORATIONS."



     WHEREAS,  Telecom-Utah  is  a corporation duly organized and existing under
the  laws  of the State of Utah and has authorized capital of 125,000,000 shares
which  consists  of  (i) 100,000,000 shares of common stock, par value $.001 per
share  ("TELECOM-UTAH  COMMON  STOCK"),  and (ii) 25,000,000 shares of preferred
stock,  par  value  $.001  per  share  ("TELECOM-UTAH  PREFERRED  STOCK").  The
Telecom-Utah  referred  includes  a  single  series  of preferred stock which is
designated  as Redeemable, Non-Voting, Convertible Preferred Stock Series 1998-1
("1998-1  Preferred  Stock").  As  of  March  28,  2000,  18,947,494  shares  of
Telecom-Utah  Common  Stock  and  20,000 shares of Telecom-Utah 1998-1 Preferred
Stock  were  issued  and  outstanding;



     WHEREAS,  Telecom-Delaware  is  a  corporation  duly organized and existing
under  the  laws  of  the  State  of  Delaware  and a wholly-owned subsidiary of
Telecom-Utah.  Telecom-Delaware  has an authorized capital of 125,000,000 shares
consisting of (i) 100,000,000 shares of common stock, par value $0.001 per share
("TELECOM-DELAWARE COMMON STOCK"), and 25,000,000 shares of preferred stock, par
value  $0.001  per  share  (the  "TELECOM-DELAWARE  PREFERRED  STOCK").  The
Telecom-Delaware  Preferred  Stock  includes  a single series of preferred stock
which  is  designated  as  Redeemable,  Non-Voting,  Convertible Preferred Stock
Series 1998-1.  As of April 10,2000, 100 shares of Telecom-Delaware Common Stock
were  issued  and  outstanding,  all  of which were held by Telecom-Utah, and no
shares  of  Telecom-Delaware  Preferred  Stock  were  issued  and  outstanding;


     WHEREAS,  the  designations,  rights  and  preferences, and qualifications,
limitations  and  restrictions  of the Telecom-Utah Common Stock are the same as
those  of  the  Telecom-Delaware  Common  Stock;

     WHEREAS, the Certificate of Incorporation and Bylaws of Telecom-Delaware in
effect  at  the time of the Merger shall become the Certificate of Incorporation
and Bylaws of the Surviving Corporation immediately after the Effective Date (as
hereinafter  defined).

     WHEREAS,  the  directors and executive officers of Telecom-Utah immediately
prior to the Merger (as hereinafter defined) will be the directors and executive
officers  of  Telecom-Holdings  as  of  the  Effective  Date.

     WHEREAS,  Telecom-Delaware  is a newly formed corporation organized for the
purpose  of  participating  in  the  transactions  herein  contemplated;

     WHEREAS, Telecom-Utah desires to reincorporate in the State of Delaware and
to  create a new holding company structure by merging Telecom-Utah with and into
Telecom-Delaware,  with  (a)  Telecom-Delaware  continuing  as  the  surviving
corporation  of such merger and (b) each outstanding share (or fraction thereof)
of  Telecom-Utah  Common Stock being converted in such merger into a like number
of  Telecom-Delaware  Common  Stock,  all  in  accordance with the terms of this
Agreement  (the  "MERGER");  and

     WHEREAS,  the boards of directors of Telecom-Utah, and Telecom-Utah, in its
capacity  as the sole stockholder Telecom-Delaware, have approved this Agreement
and  the  Merger  upon the terms and subject to the conditions set forth in this
Agreement.

     NOW, THEREFORE, in consideration of the mutual agreements and covenants set
forth  herein,  Telecom-Delaware  and  Telecom-Utah hereby agree, subject to the
terms  and  conditions  hereinafter  set  forth,  as  follows:

1.     THE  MERGER

     1.1.       THE  MERGER.
                -----------

     In  accordance  with the provisions of this Agreement, the Delaware General
Corporation  Law  and  the  Utah  Revised Business Corporation Act, Telecom-Utah
shall  be  merged  with  and  into  Telecom-Delaware,  the separate existence of
Telecom-Utah shall cease and Telecom-Delaware shall survive the Merger and shall
continue  to  be  governed  by  the  laws  of  the  State  of  Delaware,  and
Telecom-Delaware  shall  be,  and  is  herein  sometimes  referred  to  as,  the
"SURVIVING CORPORATION."  The name of the Surviving Corporation shall be Telecom
Wireless  Corporation.

     1.2.       FILING  AND  EFFECTIVENESS.
                --------------------------

     The  Merger  shall  become  effective when the following actions shall have
been  completed:

          (a)  This Agreement and Merger shall have been adopted and approved by
the  stockholders  of  each  Constituent  Corporation  in  accordance  with  the
requirements  of  the  Delaware  General  Corporation  Law  and the Utah Revised
Business  Corporation  Act;

          (b)  All of the conditions precedent to the consummation of the Merger
specified  in  this  Agreement  shall  have been satisfied or duly waived by the
party  entitled  to  satisfaction  thereof;  and


          (c)  No  shareholder  entitled  to vote or exercise dissenters' rights
shall have exercised his or her right to dissent pursuant to Section 16-10a-1305
et  seq.  of the Utah Revised Business Corporation Act on or before May 5, 2000.


          (d)  An  executed  counterpart  of  this  Agreement  meeting  the
requirements  of the Delaware General Corporation Law shall have been filed with
the  Secretary  of  State  of  the  State  of  Delaware.

     The  date and time when the Merger shall become effective, as aforesaid, is
herein  called  the  "EFFECTIVE  DATE."

     1.3.       EFFECT  OF  THE  MERGER.
                -----------------------

     Upon the Effective Date, the separate existence of Telecom-Utah shall cease
and  Telecom-Delaware,  as  the  Surviving  Corporation,  (i)  shall continue to
possess  all  of  its  assets,  rights,  powers  and  property  as  constituted
immediately  prior  to  the Effective Date, (ii) shall be subject to all actions
previously  taken  by Telecom-Delaware's and Telecom-Utah's Boards of Directors,
(iii)  shall  succeed,  without  other  transfer,  to all of the assets, rights,
powers  and  property  of  Telecom-Utah  in  the  manner more fully set forth in
Section  259  of the Delaware General Corporation Law, (iv) shall continue to be
subject  to all of the debts, liabilities and obligations of Telecom-Delaware as
constituted  immediately  prior  to  the  Effective Date, and (v) shall succeed,
without  other  transfer,  to  all  of the debts, liabilities and obligations of
Telecom-Utah in the same manner as if Telecom-Delaware had itself incurred them,
all  as  more  fully  provided  under  the applicable provisions of the Delaware
General  Corporation  Law  and  the  Utah  Revised  Business  Corporation  Act.

2.     CHARTER  DOCUMENTS,  DIRECTORS  AND  OFFICERS

     2.1.     CERTIFICATE  OF  INCORPORATION.
              ------------------------------

     The  Certificate  of  Incorporation  of  Telecom-Delaware  as  in  effect
immediately  prior to the Effective Date shall continue in full force and effect
as  the  Certificate  of  Incorporation  of the Surviving Corporation until duly
amended  in  accordance  with  the  provisions  thereof  and  applicable  law.

     2.2.     BYLAWS.
              ------

     The  Bylaws  of  Telecom-Delaware  as  in  effect  immediately prior to the
Effective  Date  shall  continue  in  full force and effect as the Bylaws of the
Surviving  Corporation  until  duly  amended  in  accordance with the provisions
thereof  and  applicable  law.

     2.3.     DIRECTORS  AND  OFFICERS.
              ------------------------

     The  directors  and  officers  of  Telecom-Utah  immediately  prior  to the
Effective  Date shall be the directors and officers of the Surviving Corporation
until  their  successors  shall have been duly elected and qualified or until as
otherwise  provided by law, or the Certificate of Incorporation of the Surviving
Corporation  or  the  Bylaws  of  the  Surviving  Corporation.

3.     MANNER  OF  CONVERSION  OF  STOCK

     3.1.     TELECOM-UTAH  COMMON  STOCK.
              ---------------------------

     Upon the Effective Date, each share of Telecom-Utah Common Stock issued and
outstanding immediately prior thereto shall, by virtue of the Merger and without
any  action  by  the  Constituent Corporations, the holder of such shares or any
other  person,  be  converted  into  and  exchanged  for  one (1) fully paid and
nonassessable  share  of  Common  Stock,  par  value  $0.001  per  share, of the
Surviving  Corporation.

     3.2.     TELECOM-UTAH  OPTIONS,  STOCK  PURCHASE  RIGHTS  AND  CONVERTIBLE
              -----------------------------------------------------------------
SECURITIES.
      ----

          (a)  Upon  the  Effective Date, the Surviving Corporation shall assume
and  continue  the  stock  option  plans and all other employee benefit plans of
Telecom-Utah.  Each  outstanding  and  unexercised  option  or  other  right  to
purchase  or security convertible into Telecom-Utah Common Stock shall become an
option  or  right  to  purchase  or  a  security  convertible into the Surviving
Corporation's  common  stock  on  the  basis  of  one  share  of  the  Surviving
Corporation's  common stock for each share of Telecom-Utah Common Stock issuable
pursuant  to  any  such option, stock purchase right or convertible security, on
the  same  terms  and conditions and at an exercise price per share equal to the
exercise  price applicable to any such Telecom-Utah option, stock purchase right
or  convertible  security at the Effective Date.  There are no options, purchase
rights  for  or  securities  convertible  into  Preferred Stock of Telecom-Utah.

          (b)  A  number  of  shares of the Surviving Corporation's common stock
shall  be  reserved  for  issuance  upon the exercise of options, stock purchase
rights  and convertible securities equal to the number of shares of Telecom-Utah
Common  Stock  so  reserved  immediately  prior  to  the  Effective  Date.

     3.3.     TELECOM-DELAWARE  COMMON  STOCK.
              -------------------------------

     Upon  the  Effective Date, each share of Common Stock, par value $0.001 per
share,  of  Telecom-Delaware  issued  and  outstanding immediately prior thereto
shall,  by  virtue  of  the  Merger be cancelled and retired and cease to exist.

     3.4     EXCHANGE  OF  CERTIFICATES.
             --------------------------


     After  the  Effective  Date,  each  holder  of  an  outstanding certificate
representing  shares  of  Telecom-Utah  Common  Stock may, at such stockholder's
option,  surrender  the  same  for  cancellation  to  Corporate  Stock  Transfer
Incorporated,  as  exchange  agent  (the "EXCHANGE AGENT"), and each such holder
shall  be entitled to receive in exchange therefor a certificate or certificates
representing  the  number  of shares of Telecom-Delaware Common Stock into which
the  surrendered  shares were converted as herein provided.  Unless and until so
surrendered,  each  outstanding  certificate  theretofore representing shares of
Telecom-Utah  Common  Stock  shall  be  deemed for all purposes to represent the
number  of  shares  of  Telecom-Delaware  Common Stock into which such shares of
Telecom-Utah  Common  Stock  were  converted  in  the  Merger.


     Each certificate representing Common Stock of Telecom-Delaware so issued in
the Merger shall bear the same legends, if any, with respect to the restrictions
on  transferability  as  the  certificates  of  Telecom-Utah,  unless  otherwise
determined  by the Board of Directors of the Surviving Corporation in compliance
with  applicable  laws,  or  other such additional legends as agreed upon by the
holder  and  Telecom-Holdings.

     If  any certificate for shares of Telecom-Holdings stock is to be issued in
a name other than that in which the certificate surrendered in exchange therefor
is  registered, it shall be a condition of issuance thereof that the certificate
so  surrendered  shall  be  properly  endorsed  and otherwise in proper form for
transfer,  that  such  transfer  otherwise  be proper and comply with applicable
securities  laws  and  that  the  person  requesting  such  transfer  pay to the
Surviving  Corporation or the Exchange Agent any transfer or other taxes payable
by  reason  of issuance of such new certificate in a name other than that of the
registered  holder  of  the  certificate  surrendered  or  establish  to  the
satisfaction  of the Surviving Corporation that such tax has been paid or is not
payable.

4.     GENERAL

     4.1.     COVENANTS  OF  TELECOM-DELAWARE.
              -------------------------------

     Telecom-Delaware  covenants  and  agrees  that  it  will,  on or before the
Effective  Date:

          (a)  qualify  to  do business as a foreign corporation in the State of
Utah  and  in  connection  therewith  appoint an agent for service of process as
required  under  the  provisions  of  Section  16-10a-1508  of  the Utah Revised
Business  Corporation  Act;

          (b)  file  any  and  all  documents  necessary  for  the assumption by
Telecom-Delaware  of  all  of  the  franchise  tax  liabilities of Telecom-Utah;

          (c)  file  an  executed  counterpart  of  this  Agreement  meeting the
requirements  of the Utah Revised Business Corporation Act with the Secretary of
State  of  the  State  of  Utah;  and

          (d)  take  such  other  actions as may be required by the Utah Revised
Business  Corporation  Act.

     4.2.     FURTHER  ASSURANCES.
              -------------------

     From  time  to  time,  as  and  when required by Telecom-Delaware or by its
successors  or  assigns,  there  shall  be  executed  and delivered on behalf of
Telecom-Utah  such  deeds  and  other  instruments,  and there shall be taken or
caused  to  be taken by Telecom-Delaware and Telecom-Utah such further and other
actions  as  shall be appropriate or necessary in order to vest or perfect in or
conform  of  record or otherwise by Telecom-Delaware the title to and possession
of  all the property, interests, assets, rights, privileges, immunities, powers,
franchises and authority of Telecom-Utah and otherwise to carry out the purposes
of  this Agreement, and the officers and directors of Telecom Delaware are fully
authorized  in  the  name and on behalf of Telecom-Utah or otherwise to take any
and  all such action and to execute and deliver any and all such deeds and other
instruments.

     4.3.     ABANDONMENT.
              -----------

     At any time before the Effective Date, this Agreement may be terminated and
the  Merger may be abandoned for any reason whatsoever by the Board of Directors
of  either  Telecom-Utah or of Telecom-Delaware, or of both, notwithstanding the
approval  of  this  Agreement by the shareholders of Telecom-Utah or by the sole
stockholder  of  Telecom-Delaware,  or  by  both.

     4.4.     AMENDMENT.
              ---------

     The  Boards  of  Directors  of  the Constituent Corporations may amend this
Agreement at any time prior to the filing of this Agreement with the Secretaries
of  State  of  the  States of Delaware and Utah, provided that an amendment made
subsequent  to  the  adoption  of  this  Agreement by the stockholders of either
Constituent  Corporation  shall  not,  unless  approved  by  the stockholders as
required  by law:  (a) alter or change the amount or kind of shares, securities,
cash,  property and/or rights to be received in exchange for or on conversion of
all  or  any  of  the  shares of any class or series thereof of such Constituent
Corporation; (b) alter or change any term of the Certificate of Incorporation of
the  Surviving  Corporation to be effected by the Merger; or (c) alter or change
any  of  the terms and conditions of this Agreement if such alteration or change
would  adversely  affect  the holders of any class or series of capital stock of
any  Constituent  Corporation.

     4.5.     REGISTERED  OFFICE.
              ------------------

     The registered office of the Surviving Corporation in the State of Delaware
is  1013  Centre  Road,  Wilmington,  Delaware  19805,  County of New Castle and
Corporation Service Company is the registered agent of the Surviving Corporation
at  such  address.

     4.6.     AGREEMENT.
              ---------

     Executed copies of this Agreement will be on file at the principal place of
business  of  the  Surviving  Corporation  at  5299  DTC  Boulevard, Suite 1120,
Englewood,  Colorado  80111  and  copies  thereof  will  be  furnished  to  any
stockholder  of  either  Constituent Corporation, upon request and without cost.

     4.7.     GOVERNING  LAW.
              --------------

     This Agreement shall in all respects be construed, interpreted and enforced
in accordance with and governed by the laws of the State of Delaware and, so far
as  applicable,  the  merger provisions of the Utah Revised Business Corporation
Act.

<PAGE>

     4.8.     COUNTERPARTS.
              ------------

     In order to facilitate the filing and recording of this Agreement, the same
may  be executed in any number of counterparts, each of which shall be deemed to
be  an  original  and  all  of  which together shall constitute one and the same
instrument.

     IN  WITNESS  WHEREOF,  the  parties hereto have caused this Agreement to be
duly  executed  and  delivered  as  of  the  date  first  above  written.


                                   TELECOM-DELAWARE

                                   By:  /s/ Calvin D. Smiley
                                          Name:  Calvin  D.  Smiley
                                          Title:    President


                                   TELECOM-UTAH

                                   By:  /s/ Calvin D. Smiley
                                          Name:  Calvin  D.  Smiley
                                          Title:    President




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