TELECOM WIRELESS CORPORATION
AMENDED AND RESTATED
2000 NON-QUALIFIED STOCK OPTION PLAN
This Amended and Restated 2000 Non-Qualified Stock Option Plan correctly
sets forth the provisions of the Amended and Restated 2000 Non-Qualified Stock
Option Plan.
ARTICLE I
ESTABLISHMENT AND PURPOSE
I.1 Establishment. TCOM Ventures, a Delaware corporation ("Company"),
hereby establishes a Non-Qualified stock option plan for employees, independent
contractors and consultants providing material services other than those
independent contractors and consultants involved capital-raising activities
including fundraising public relations, to the Company and its present and
future subsidiaries which shall be known as the "AMENDED AND RESTATED 2000
NON-QUALIFIED STOCK OPTION PLAN" (the "Plan"). None of the options issued to
employees pursuant to the Plan may constitute incentive stock options within the
meaning of Section 422 of the Internal Revenue Code. Options issued pursuant to
the Plan shall constitute non-qualified options.
I.2 Purpose. The purpose of this Plan is to enhance shareholder investment
by attracting, retaining and motivating key employees, independent contractors
and consultants of the Company, and to encourage stock ownership by such persons
by providing them with a means to acquire a proprietary interest in the
Company's success.
ARTICLE II
DEFINITIONS
II.1 Definitions. Whenever used herein, the following terms shall have the
respective meanings set forth below, unless the context clearly requires
otherwise, and when said meaning is intended, the term shall be capitalized.
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code, as amended.
(c) "Committee" shall mean the Committee provided by Article IV hereof,
which may be created at the discretion of the Board.
(d) "Company" means TCOM Ventures Corporation, a Delaware corporation.
(e) "Consultant" means any person or entity, including a Parent
Corporation or a Subsidiary Corporation, who provides services (other
than as an Employee) to the Company, a Parent Corporation or a
Subsidiary Corporation, and shall include independent contractors,
Non-Employee Officers and Non-Employee Directors, as defined
subsequently.
(f) "Date of Exercise" means the date the Company receives notice, by an
Optionee, of the exercise of an Option pursuant to Section 8.1 of this
Plan. Such notice shall indicate the number of shares of Stock the
Optionee intends to exercise.
(g) "Employee" means any person, including an officer or director of the
Company or a Subsidiary Corporation, who is employed by the Company or
a Subsidiary Corporation.
(h) "Fair Market Value" means the fair market value of Stock upon which an
option is granted under this Plan, determined as follows:
(i) So long as the Stock is listed or traded on the OTC Bulletin
Board, the NASDAQ Stock Market or a national securities exchange, the Fair
Market Value shall be the average of the last reported sale prices of the
Stock for the 20 trading days prior to the date of grant of this option,
provided that if no sale is made on any such trading day, the last reported
sale price shall be the average of the closing bid and asked prices for
such day; or
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(ii) Otherwise, Fair Market Value shall be an amount, not less than
book value, determined by the Board, such determination to be final and
binding on the Holder.
(i) "Non-Employee Director" means a member of the Board who is not an
employee of the Company at the time an Option is granted hereunder.
(j) Non-Employee Officer" means an officer of the Company who is not
an employee of the Company at the time an Option is granted hereunder.
(k) "Non-qualified Option" means an Option granted under this Plan
which is not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Code. Non-qualified Options may be granted at
such times and subject to such restrictions as the Board shall determine
without conforming to the statutory rules of Section 422 of the Code
applicable to incentive stock options.
(l) "Option" means the right, granted under this Plan, to purchase
Stock of the Company at the option price for a specified period of time.
For purposes of this Plan, an Option may be a Non-qualified Option.
(m) "Optionee" means an Employee or Consultant holding an Option under
the Plan.
(n) "Parent Corporation" shall have the meaning set forth in
Section 424(e) of the Code with the Company being treated as the employer
corporation for purposes of this definition.
(o) "Subsidiary Corporation" shall have the meaning set forth in
Section 424(f) of the Code with the Company being treated as the employer
corporation for purposes of this definition.
(p) "Significant Shareholder" means an individual who, within the
meaning of Section 422(b)(6) of the Code, owns stock possessing more than
ten percent of the total combined voting power of all classes of stock of
the Company or of any Parent Corporation or Subsidiary Corporation of the
Company. In determining whether an individual is a Significant Shareholder,
an individual shall be treated as owning stock owned by certain relatives
of the individual and certain stock owned by corporations in which the
individual is a shareholder, partnerships in which the individual is a
partner, and estates or trusts of which the individual is a beneficiary,
all as provided in Section 424(d) of the Code.
(q) "Stock" means the $.001 par value common stock of the Company.
II.2 Gender and Number. Except when otherwise indicated by the context, any
masculine terminology when used in this Plan also shall include the feminine
gender, and the definition of any term herein in the singular also shall include
the plural.
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ARTICLE III
ELIGIBILITY AND PARTICIPATION
III.1 Eligibility and Participation. All Employees are eligible to
participate in this Plan and receive Non-qualified Options under the Plan. All
Consultants are eligible to participate in this Plan and receive Non-qualified
Options hereunder. Optionees in the Plan shall be selected by the Board, in its
sole discretion, from among those Employees and Consultants who, in the opinion
of the Board, are in a position to contribute materially to the Company's
continued growth and development and to its long-term financial success.
ARTICLE IV
ADMINISTRATION
IV.1 Administration. The Board shall be responsible for administering the
Plan.
(a) The Board is authorized to interpret the Plan; to prescribe,
amend, and rescind rules and regulations relating to the Plan; to provide
for conditions and assurances deemed necessary or advisable to protect the
interests of the Company; and to make all other determinations necessary or
advisable for the administration of the Plan. Determinations,
interpretations, or other actions made or taken by the Board, pursuant to
the provisions of this Plan, shall be final and binding and conclusive for
all purposes and upon all persons.
(b) At the discretion of the Board, this Plan may be administered by a
Committee which shall be an executive committee of the Board, consisting of
not less than two members of the Board. The members of such Committee may
be directors who are eligible to receive Options under this Plan, but
Options may be granted to such persons only by action of the full Board and
not by action of the Committee. At such time as the Company has any class
of equity security which is registered pursuant to Section 12 of the
Securities Exchange Act of 1934, the Committee shall consist solely of two
or more Non-Employee Directors as that term is defined in Rule 16b-3 under
that Act. Such Committee shall have full power and authority, subject to
the limitations of the Plan and any limitations imposed by the Board, to
construe, interpret and administer this Plan and to make determinations
which shall be final, conclusive and binding upon all persons, including,
without limitation, the Company, the shareholders, the directors and any
persons having any interests in any Options which may be granted under this
Plan, and, by resolution or resolution providing for the creation and
issuance of any such Option, to fix the terms upon which, the time or times
at or within which, the price or prices at which any such shares may be
purchased from the Company upon the exercise of such Option. Such terms,
time or times and price or prices shall, in every case, be set forth or
incorporated by reference in the instrument or instruments evidencing such
Option, and shall be consistent with the provisions of this Plan.
(c) If the Committee has been appointed, the Board may from time to
time remove members from, or add members to, the Committee. The Board may
terminate the Committee at any time. Vacancies on the Committee, howsoever
caused, shall be filled by the Board. The Committee shall select one of its
members as Chairman, and shall hold meetings at such times and places as
the Chairman may determine. A majority of the Committee at which a quorum
is present, or acts reduced to or approved in writing by all of the members
of the Committee, shall be the valid acts of the Committee. A quorum shall
consist of two-thirds (2/3) of the members of the Committee.
(d) Where the Committee has been created by the Board, references in
this Plan to actions to be taken by the Board shall be deemed to refer to
the Committee as well, except where limited by this Plan or by the Board.
(e) The Board shall have all of the enumerated powers of the
Committee, but shall not be limited to such powers. No member of the Board
or the Committee shall be liable for any action or determination made in
good faith with respect to the Plan or any Option granted under it.
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ARTICLE V
STOCK SUBJECT TO THE PLAN
V.1 Number. The total number of shares of Stock hereby made available
and reserved for issuance under the Plan upon exercise of Non-Qualified
Options shall be 6,500,000. The aggregate number of shares of Stock
available under this Plan shall be subject to adjustment as provided in
Section 5.3. The total number of shares of Stock may be authorized but
unissued shares of Stock, or Shares acquired by purchase as directed by the
Board from time to time in its discretion, to be used for issuance upon
exercise of Options granted hereunder.
V.2 Unused Stock. If an Option shall expire or terminate for any
reason without having been exercised in full, the unpurchased shares of
Stock subject thereto shall (unless the Plan shall have terminated) become
available for other Options under the Plan.
V.3 Adjustment in Capitalization. In the event of any change in the
outstanding shares of Stock by reason of a stock dividend or split,
recapitalization, reclassification, or other similar corporate change, the
aggregate number of shares of Stock set forth in Section 5.1 shall be
appropriately adjusted by the Board, whose determination shall be
conclusive; provided however, that fractional shares shall be rounded to
the nearest whole share. In any such case, the number and kind of shares
that are subject to any Option (including any Option outstanding after
termination of employment) and the Option price per share shall be
proportionately and appropriately adjusted without any change in the
aggregate Option price to be paid therefor upon exercise of the Option.
ARTICLE VI
DURATION OF THE PLAN
VI.1 Duration of the Plan. Subject to approval of shareholders, the
Plan shall be in effect for ten years from the date of its adoption by the
Board. Any Options outstanding at the end of said period shall remain in
effect in accordance with their terms. The Plan shall terminate before the
end of said period if all Stock subject to it has been purchased pursuant
to the exercise of Options granted under the Plan.
ARTICLE VII
TERMS OF STOCK OPTIONS
VII.1 Grant of Options. Subject to Section 5.1, Options may be granted
to Employees or Consultants at any time and from time to time as determined
by the Board. The Board shall have complete discretion in determining the
terms and conditions and number of Options granted to each Optionee. In
making such determinations, the Board may take into account the nature of
services rendered by such Employees or Consultants, their present and
potential contributions to the Company and its Subsidiary Corporations, and
such other factors as the Board in its discretion shall deem relevant.
(a) The Board is expressly given the authority to issue amended
or replacement Options with respect to shares of Stock subject to an
Option previously granted hereunder. An amended Option amends the
terms of an Option previously granted and thereby supersedes the
previous Option. A replacement Option is similar to a new Option
granted hereunder except that it provides that it shall be forfeited
to the extent that a previously granted Option is exercised, or except
that its issuance is conditioned upon the termination of a previously
granted Option.
VII.2 Option Agreement; Terms and Conditions to Apply Unless Otherwise
Specified. As determined by the Board on the date of grant, each Option shall be
evidenced by an Option agreement (the "Option Agreement") that includes the
non-transferability provisions required by Section 10.2 hereof and specifies:
whether the Option is a Non-qualified Option; the Option price; the duration of
the Option; the number of shares of Stock to which the Option applies; any
vesting or exercisability restrictions which the Board may impose. All such
terms and conditions shall be determined by the Board at the time of grant of
the Option.
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(a) If not otherwise specified by the Board, the following terms and
conditions shall apply to Options granted under the Plan:
(i) Term. The duration of the Option shall be five years from the date
of grant.
(ii) Exercise of Option. Unless an Option is terminated as provided
hereunder, an Optionee may exercise his Option for up to, but not in excess
of, the amounts of shares subject to the Option specified hereafter, based
on the Optionee's number of years of continuous service with the Company or
a Subsidiary Corporation from the date on which the Option is granted. In
the case of an Optionee who is an Employee, continuous service shall mean
continuous employment; in the case of an Optionee who is a Consultant,
continuous service shall mean the continuous provision of consulting
services. In applying said limitations, the amount of shares, if any,
previously purchased by the Optionee under the Option shall be counted in
determining the amount of shares the Optionee can purchase at any time. The
Optionee may exercise his Option in the following amounts:
(A) After one year of such continuous services, up to but not in
excess of twenty percent of the shares originally subject to the
Option;
(B) After two years of such continuous services, up to but not in
excess of forty percent of the shares originally subject to the
Option;
(C) After three years of such continuous services, up to but not
in excess of sixty percent of the shares originally subject to the
Option;
(D) After four years of such continuous services, up to but not
in excess of eighty percent of the shares originally subject to the
Option; and
(E) At the expiration of the fifth year of such continuous
services, the Option may be exercised, in whole or in part, and at any
time and from time to time within its term but it shall not be
exercisable after the expiration of six years from the date on which
it was granted (five years with respect to Significant Shareholders).
(b) The Board shall be free to specify terms and conditions other than
those set forth above, in its discretion.
VII.3 Option Price. The Option Price shall be determined by the Board of
Directors, except that Option Price for consultants and/or independent
contractors may not be less than Fair Market Value on the date of grant. The
Option exercise price shall be subject to adjustment as provided in Section 5.3
above.
VII.4 Term of Options. Each Option shall expire at such time as the Board
shall determine when it is granted, provided however that under no circumstances
shall a Non-qualified Option be exercisable later than the tenth anniversary
date of its grant.
VII.5 Exercise of Options. Options granted under the Plan shall be
exercisable at such times and be subject to such restrictions and conditions as
the Board shall in each instance approve, which need not be the same for all
Optionees.
VII.6 Payment. Payment for all shares of Stock shall be made at the time
that an Option, or any part thereof, is exercised, and no shares shall be issued
until full payment therefor has been made. Payment shall be made (i) in cash, or
(ii) if acceptable to the Board, in Stock or in some other form.
ARTICLE VIII
WRITTEN NOTICE, ISSUANCE OF STOCK
CERTIFICATES, SHAREHOLDER PRIVILEGES
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VIII.1 Written Notice. An Optionee wishing to exercise an Option shall give
written notice to the Company, in the form and manner prescribed by the Board.
Full payment for the shares exercised pursuant to the Option must accompany the
written notice.
VIII.2 Issuance of Stock Certificates. As soon as practicable after the
receipt of written notice and payment, the Company shall deliver to the Optionee
or to a permitted nominee of the Optionee a certificate or certificates for the
requisite number of shares of Stock.
VIII.3 Privileges of a Shareholder. An Optionee or any other person
entitled to exercise an Option under this Plan shall not have stockholder
privileges with respect to any Stock covered by the Option until the date of
issuance of a stock certificate for such stock.
ARTICLE IX
TERMINATION OF EMPLOYMENT OR SERVICES
IX.1 Death. If an Optionee's employment in the case of an Employee, or
provision of services as a Consultant in the case of a Consultant, 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 the shorter, by the person or persons entitled to do so
under the Optionee's will or, if the Optionee shall fail to make a testamentary
disposition of an Option or shall die intestate, the Optionee's legal
representative or representatives. The Option shall be exercisable only to the
extent that such Option was exercisable as of the date of death.
IX.2 Termination other than for Cause or Due to Death. In the event of an
Optionee's termination of employment in the case of an Employee, or termination
of the provision of services as a Consultant in the case of a Consultant, other
than by reason of death, the Optionee may exercise such portion of his Option as
was exercisable by him at the date of such termination (the "Termination Date")
at any time within three months of the Termination Date; provided, however, that
where the Optionee is an Employee, and is terminated due to disability within
the meaning of Code 422, he may exercise such portion of his Option as was
exercisable by him on his Termination Date within one year of his Termination
Date. In any event, the Option cannot be exercised after the expiration of the
term of the Option. Options not exercised within the applicable period specified
above shall terminate.
(a) In the case of an Employee, a change of duties or position within
the Company or an assignment of employment in a Subsidiary Corporation or
Parent Corporation of the Company, if any, or from such a Corporation to
the Company, shall not be considered a termination of employment for
purposes of this Plan.
(b) The Option Agreements may contain such provisions as the Board
shall approve with reference to the effect of approved leaves of absence
upon termination of employment.
IX.3 Termination for Cause. In the event of an Optionee's termination of
employment in the case of an Employee, or termination of the provision of
services as a Consultant in the case of a Consultant, which termination is by
the Company or a Subsidiary Corporation for cause, any Option or Options held by
him under the Plan, to the extent not exercised before such termination, shall
terminate upon notice of termination for cause.
ARTICLE X
RIGHTS OF OPTIONEES
X.1 Service. Nothing in this Plan shall interfere with or limit in any way
the right of the Company or a Subsidiary Corporation to terminate any Employee's
employment, or any Consultant's services, at any time, nor confer upon any
Employee any right to continue in the employ of the Company or a Subsidiary
Corporation, or upon any Consultant any right to continue to provide services to
the Company or a Subsidiary Corporation.
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X.2 Non-transferability. All Options granted under this Plan shall be
nontransferable by the Optionee, other than by will or the laws of descent and
distribution, and shall be exercisable during the Optionee's lifetime only by
the Optionee.
ARTICLE XI
OPTIONEE-EMPLOYEE'S TRANSFER
OR LEAVE OF ABSENCE
XI.1 Optionee-Employee's Transfer or Leave of Absence. For purposes of this
Plan:
(a) A transfer of an Optionee who is an Employee from the Company to a
Subsidiary Corporation or Parent Corporation, or from one such Corporation
to another, or
(b) A leave of absence for such an Optionee which is duly authorized
in writing by the Company or a Subsidiary Corporation shall not be deemed a
termination of employment. However, under no circumstances may an Optionee
exercise an Option during any leave of absence, unless authorized by the
Board.
ARTICLE XII
AMENDMENT, MODIFICATION, AND
TERMINATION OF THE PLAN
XII.1 Amendment, Modification, and Termination of the Plan.
(a) The Board may at any time terminate, and from time to time may
amend or modify the Plan, provided, however, that no such action of the
Board, without approval of the shareholders, may:
(i) increase the total amount of Stock which may be purchased
through Options granted under the Plan, except as provided in
Article V;
(ii) change the class of Employees or Consultants eligible to
receive Options;
(b) No amendment, modification, or termination of the Plan shall in
any manner adversely affect any outstanding Option under the Plan without
the consent of the Optionee holding the Option.
ARTICLE XIII ACQUISITION,
MERGER OR LIQUIDATION
XIII.1 Acquisition.
(a) In the event that an Acquisition occurs with respect to the
Company, the Company shall have the option, but not the obligation, to
cancel Options outstanding as of the effective date of 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
(hereinafter the "Spread") 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. In estimating the Spread,
appropriate adjustments to give effect to the existence of the Options
shall be made, such as deeming the Options to have been exercised, with the
Company receiving the exercise price payable thereunder, and treating the
shares receivable upon exercise of the Options as being outstanding in
determining the net amount per share.
(b) For purposes of this section, an "Acquisition" shall mean any
transaction in which substantially all of the Company's assets are acquired
or in which a controlling amount of the Company's outstanding shares are
acquired, in each case by a single person or entity or an affiliated group
of persons and entities. For purposes of this section, a controlling amount
shall mean more than 50% of the issued and outstanding shares of stock of
the Company. The Company shall have such an option regardless of how the
Acquisition is effectuated, whether by direct purchase, through a merger or
similar corporate transaction, or otherwise. In cases where the acquisition
consists of the acquisition of assets of the Company, the net amount per
share shall be calculated on the basis of the net amount receivable with
respect to shares upon a distribution and liquidation by the Company after
giving effect to expenses and charges, including but not limited to taxes,
payable by the Company before the liquidation can be completed.
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(c Where the Company does not exercise its option under this
Section 13.1 the remaining provisions of this Article XIII shall apply, to
the extent applicable.
XIII.2 Merger or Consolidation. Subject to any required action by the
shareholders, if the Company shall be the surviving corporation in any merger or
consolidation, any Option granted hereunder shall pertain to and apply to the
securities to which a holder of the number of shares of Stock subject to the
Option would have been entitled in such merger or consolidation.
XIII.3 Other Transactions. A dissolution or a liquidation of the Company or
a merger and consolidation in which the Company is not the surviving corporation
shall cause every Option outstanding hereunder to terminate as of the effective
date of such dissolution, liquidation, merger or consolidation. However, the
Optionee either (i) shall be offered a firm commitment whereby the resulting or
surviving corporation in a merger or consolidation will tender to the Optionee
an option (the "Substitute Option") to purchase its shares on terms and
conditions both as to number of shares and otherwise, which will substantially
preserve to the Optionee the rights and benefits of the Option outstanding
hereunder granted by the Company, 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 this Plan. The Board shall have absolute and uncontrolled discretion to
determine whether the Optionee has been offered a firm commitment and whether
the tendered Substitute Option will substantially preserve to the Optionee the
rights and benefits of the Option outstanding hereunder. In any event, any
Substitute Option for an Incentive Stock Option shall comply with the
requirements of Code Section 424(a).
ARTICLE XIV
SECURITIES REGISTRATION
XIV.1 Securities Registration. In the event that the Company shall deem it
necessary or desirable to register under the Securities Act of 1933, as amended,
or any other applicable statute, any Options or any Stock with respect to which
an Option may be or shall have been granted or exercised, or to qualify any such
Options or Stock under the Securities Act of 1933, as amended, or any other
statute, then the Optionee shall cooperate with the Company and take such action
as is necessary to permit registration or qualification of such Options or
Stock.
XIV.2 Representations. Unless the Company has determined that the following
representation is unnecessary, each person exercising an Option under the Plan
may be required by the Company, as a condition to the issuance of the shares
pursuant to exercise of the Option, to make a representation in writing (i) that
he is acquiring such shares for his own account for investment and not with a
view to, or for sale in connection with, the distribution of any part thereof,
(ii) that before any transfer in connection with the resale of such shares, he
will obtain the written opinion of counsel for the Company, or other counsel
acceptable to the Company, that such shares may be transferred. The Company may
also require that the certificates representing such shares contain legends
reflecting the foregoing.
ARTICLE XV
TAX WITHHOLDING
XV.1 Tax Withholding. Whenever shares of Stock are to be issued in
satisfaction of Options exercised under this Plan, the Company shall have the
power to require the recipient of the Stock to remit to the Company an amount
sufficient to satisfy federal, state, and local withholding tax requirements.
ARTICLE XVI
INDEMNIFICATION
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XVI.1 Indemnification. To the extent permitted by law, each person who is
or shall have been a member of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be a party or in
which he may be involved by reason of any action taken or failure to act under
the Plan and against and from any and all amounts paid by him in settlement
thereof, with the Company's approval, or paid by him in satisfaction of judgment
in any such action, suit, or proceeding against him, provided he shall give the
Company an opportunity, at its own expense, to handle and defend the same before
he undertakes to handle and defend it on his own behalf. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company's articles of incorporation
or bylaws, as a matter of law, or otherwise, or any power that the Company or
any Subsidiary Corporation may have to indemnify them or hold them harmless.
ARTICLE XVII
REQUIREMENTS OF LAW
XVII.1 Requirements of Law. The granting of Options and the issuance of
shares of Stock upon the exercise of an Option shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required.
XVII.2 Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of Colorado.
ARTICLE XVIII
EFFECTIVE DATE OF PLAN
XVIII.1 Effective Date. The Amended and Restated Plan shall be effective on
September 1 , 2000
ARTICLE XIX
NO OBLIGATION TO EXERCISE OPTION
XIX.1 No Obligation to Exercise. The granting of an Option shall impose no
obligation upon the holder thereof to exercise such Option.
ARTICLE XX
STOCKHOLDER APPROVAL
XX.1 Stockholder Approval. This Plan shall be submitted for approval and
ratification by a vote of the holders of a majority of the shares of Common
Stock of the Company no later than June , 2001 and shall not affect the validity
of any Option issued under this Plan.
THIS AMENDED AND RESTATED 2000 NON-QUALIFIED STOCK OPTION PLAN was adopted
by the Board of Directors of TCOM Ventures Corporation on September 1, 2000 to
be effective on that date.
TCOM Ventures Corporation
By: /s/ Calvin D. Smiley
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Calvin D. Smiley, President and
Chief Executive Officer
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