Charles C. Wehner (State Bar No. 98710)
Stephen T. Hodge (State Bar No. l58273)
James D. Henderson, Jr. (State Bar No. 186541)
WEHNER AND PERLMAN, LLP
12121 Wilshire Boulevard, Suite 1120
Los Angeles, CA 90025-1123
Tel. (3l0) 478-3l31
Fax (310) 312-0078

Attorneys for Plaintiffs

                          UNITED STATES DISTRICT COURT

                         CENTRAL DISTRICT OF CALIFORNIA

YELLOWAVE CORP., a Nevada Corporation;   )    Case No.:
SHERA CORP., a Nevada Corporation; RON   )
OREN, an individual; and LAURA           )    ORDER TO SHOW CAUSE
BALLEGEER, an individual,                )    RE: PRELIMINARY INJUNCTION AND
                                         )    TEMPORARY RESTRAINING ORDER
                                         )
            Plaintiffs,                  )
                                         )
         vs.                             )
                                         )
                                         )     DATE:    August 18, 2000
MYRIAM ABITBOL, an individual; PROSPER   )     TIME:    10:30 a.m.
ABITBOL, an individual; JACQUES BEN      )     DEPT:    To be determined
EZRA, an individual; BENAYAHOU           )
SHEMESH, an  individual; NEWTECH         )
BROADWIDTH, LTD., a Delaware company;    )
and DOES 1 through 10, inclusive,        )
                                         )
            Defendants                   )
                                         )
                                         )


                                       -1-
<PAGE>

      The Application of Plaintiffs  Yellowave Corp.,  Shera Corp., Ron Oren and
Laura  Ballageer  for an order to show  cause  re:  preliminary  injunction  and
temporary  restraining  order came on for an  emergency  hearing by the Court on
August 17,  2000.  After  considering  the  papers  filed with the Court and the
arguments of counsel,  it appears to the satisfaction of this Court that this is
a proper case for granting an Order to Show Cause for a  preliminary  injunction
and temporary  restraining  order,  and that,  unless the temporary  restraining
order be granted  immediate  and  irreparable  injury will result to  Plaintiffs
before the matter can be heard on notice.

      Without the proposed  injunctive  relief, a strong  likelihood exists that
Defendants  will  use  their  fraudulently-obtained   authority  over  Plaintiff
Yellowave  Corp.  to drain its assets and move those  assets  overseas,  causing
immediate  and  irreparable  harm to the  Plaintiffs  and  Yellowave's  over 500
shareholders.  Further,  if  the  proposed  injunctive  relief  is  not  granted
forthwith, it is highly likely that Defendants will exercise authority in behalf
of Yellowave to prevent its Chief Operating Officer,  Plaintiff Laura Ballegeer,
from fulfilling her reporting duties which are required to maintain  Yellowave's
current  position as a trading  entity on the American  Stock  Exchange,  and to
prevent Yellowave from engaging in essential  business.  Because no other person
possesses  the knowledge to fulfill this  reporting  function,  maintaining  Ms.
Ballegeer's  ability to do so is "of paramount  importance to Yellowave and thus
also to this Court.  Lastly,  Defendants  are not readily  able to be  contacted
given the information currently available to counsel--and there is an indication
that at least one Defendant  (Myriam Abitbol) has refused to identify counsel in
her behalf.  This  failure of the ability to give  notice is  compounded  by the
apparent overseas location of Defendant Abitbol (and possibly other Defendants).
It therefore appears reasonably likely that Defendants cannot be noticed,  and a
noticed  hearing  had,  before  the  assets of  Yellowave  are  depleted  and/or
transferred to Israel by Defendants.

      Because of the immediacy of the foregoing  irreparable injuries that would
occur in the  absence  of a  temporary  restraining  order,  and based  upon the
declarations  described  hereinabove,  it is the  Court's  view that the  relief
requested should be granted without notice.


                                       -2-

    [PROPOSED] ORDER TO SHOW CAUSE RE: PRELIMINARY INJUNCTION AND TEMPORARY
                               RESTRAINING ORDER

<PAGE>

      IS ORDERED that the above-named  Defendants,  and each of them,  appear in
Courtroom  21 of this Court,  located at 312 North Spring  Street,  Los Angeles,
California  90012,  on August 28, 2000,  at 9 a.m. or as soon  thereafter as the
matter may be heard,  then and there to show cause,  if they have any,  why they
and their officers,  agents,  employees,  and  representatives,  and all persons
acting in  concert  or  participating  with them,  should  not be  enjoined  and
restrained from engaging in, committing, or performing,  directly or indirectly,
any of the following acts:

      A.    Transferring funds, either directly or indirectly, out of the United
            States from the four (4) bank accounts identified immediately below:

            1.    Operating Account 0010-088-852 at Imperial Bank, 15303 Ventura
                  Boulevard, Sherman Oaks, California 91403;

            2.    Payroll Account  0010-088-860 at Imperial Bank,  15303 Ventura
                  Boulevard, Sherman Oaks, California 91403;

            3.    Account Number  EQH-966289-32 at Prudential  Securities,  2049
                  Century Park East, Suite 1300, Los Angeles, California 90067;

            4.    Account  Number  210-07480  at Merrill  Lynch,  9560  Wilshire
                  Boulevard 3rd Floor, Beverly Hills, California 90212; and

      B.    Performing  any  activity  for,  in  behalf  of,  or in the  name of
            Plaintiff  Yellowave  Corp.,  including  but not  limited  to naming
            directors, officers or any other corporate officials or employees of
            Yellowave Corp.,  changing or altering in any way any of Yellowave's
            corporate  bylaws;  doing  anything to prevent Laura  Ballegeer from
            exercising her duties as Chief Operating Officer of Yellowave Corp.;
            and exercising  any authority  over  corporate  accounts of any type
            held  by  Yellowave   Corp. (including,  but not  limited to,  those
            accounts identified above).

      IT IS FURTHER ORDERED that:

      a.    Plaintiffs shall serve this order to show cause on Defendants in the
            following time and manner: No later than 8/22/00 at noon.


                                       -3-

    [PROPOSED] ORDER TO SHOW CAUSE RE: PRELIMINARY INJUNCTION AND TEMPORARY
                               RESTRAINING ORDER

<PAGE>

      b.    The parties shall adhere to the  following  briefing  schedule:

The opposition shall be served and filed no later than 8/24/00.  A courtesy copy
of the opposition shall be filed no later than 3 p.m. on 8/24/00.

      C     The temporary Restraining Order shall expire on:

8/28/00

      IT IS FURTHER ORDERED that,  pending the hearing and  determination of the
Order to Show Cause,  the  above-named  Defendants,  and each of them, and their
officers, agents, employees,  representatives, and all persons acting in concert
or  participating  with them,  are  restricted  and enjoined from engaging in or
performing, directly or indirectly, any and all of the following acts:

      A.    Transferring funds, either directly or indirectly, out of the United
            States from the four (4) bank accounts identified immediately below:

            a.    Operating Account 0010-088-852 at Imperial Bank, 15303 Ventura
                  Boulevard, Sherman Oaks, California 91403;

            b.    Payroll Account  0O1O-088-860 at Imperial Bank,  15303 Ventura
                  Boulevard, Sherman Oaks, California 91403;

            c.    Account Number  EQH-966289-32 at Prudential  Securities,  2049
                  Century Park East, Suite l3O0, Los Angeles, California 90067;

            d.    Account  Number  2l0-0748O  at  Merrill  Lynch,  9560 Wilshire
                  Boulevard 3rd Floor, Beverly Hills, California 90212; and

      B.    Performing  any  activity  for,  in  behalf  of,  or in the  name of
            Plaintiff  Yellowave  Corp.,  including  but not  limited  to naming
            directors, officers or any other corporate officials or employees of
            Yellowave Corp.;  changing or altering in any way any of Yellowave's
            corporate  bylaws;  doing  anything to prevent Laura  Ballegeer from
            exercising her duties as Chief Operating Officer of Yellowave Corp.;
            and exercising  any authority  over  corporate  accounts of any type
            held by  Yellowave  Corp.  (including,  but not  limited  to,  those
            accounts identified above).


                                       -4-

    [PROPOSED] ORDER TO SHOW CAUSE RE: PRELIMINARY INJUNCTION AND TEMPORARY
                               RESTRAINING ORDER

<PAGE>


      IT IS FURTHER ORDERED that copies of the instant Declarations,  Memorandum
of and Authorities, and this Order to Show Cause and Temporary Restraining Order
be on Defendants not later than 8/22/00, 2000, at noon.

      Bond on this Temporary Restraining Order is fixed in the sum of $10,000.

      Let the above  order issue on  Plaintiff's  filing of a bond in the sum of
$10,000.

                                                           RONALD S W LEW
DATED: August 18, 2000                              ____________________________
                                                     JUDGE OF THE DISTRICT COURT

Respectfully Presented By:

Charles C. Wehner, Esq.
Stephen T. Hodge, Esq.
James D. Henderson, Jr., Esq.
WEUNER AND PERLMAN, LLP
12121 Wilshire Blvd, Suite 1120
Los Angeles, CA 90025-1123


/s/ Stephen T. Hodge
-----------------------
Stephen T. Hodge
Attorney for Plaintiffs

Dated August 17, 2000


                                       -5-

    [PROPOSED] ORDER TO SHOW CAUSE RE: PRELIMINARY INJUNCTION AND TEMPORARY
                               RESTRAINING ORDER