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 4,000,000. 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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<PAGE>

     (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.

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                                  ARTICLE VIII
                        WRITTEN NOTICE, ISSUANCE OF STOCK
                      CERTIFICATES, SHAREHOLDER PRIVILEGES

     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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<PAGE>

          (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.

                                       8
<PAGE>

                                   ARTICLE XVI
                                 INDEMNIFICATION

     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 Plan shall be effective on July 21, 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 July 21, 2000 to be
effective on that date.


                                           TCOM Ventures Corporation



                                       By: /s/ Calvin D. Smiley
                                           -------------------------------------
                                           Calvin D. Smiley, President and
                                           Chief Executive Officer