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                                                                     EXHIBIT 4.9

        Telcom Global Solutions Holdings, Inc. 2000 Equity Incentive Plan

                     TELCOM GLOBAL SOLUTIONS HOLDINGS, INC.

                           2000 EQUITY INCENTIVE PLAN

                             -----------------------

        1. PURPOSE OF THE PLAN.

        The purpose of the Plan is to provide a means by which selected
Employees and Consultants may be given an opportunity to acquire a proprietary
interest in the Company. Under the Plan, the Company may provide Options in
order to retain the services of individuals who are now Employees or
Consultants, to secure and retain the services of new Employees and Consultants,
and to provide incentives for such individuals to exert maximum efforts for the
success of the Company and its Affiliates. Options granted under the Plan may be
Incentive Stock Options or Nonqualified Stock Options, as determined by the
Committee at the time of grant of an Option and subject to the applicable
provisions of Section 422 of the Code and the regulations promulgated
thereunder.

        2. DEFINITIONS.

        As used herein, the following definitions shall apply:

        (a) "AFFILIATE" means, with respect to any Person, any Parent or
Subsidiary of such Person, whether such Parent or Subsidiary is now or hereafter
existing.

        (b) "APPLICABLE LAWS" means all applicable federal, state, local or
foreign laws, regulations and legal requirements, including without limitation
the requirements of the Stock Exchange and the legal requirements relating to
the administration of stock option plans and equity incentive plans (and the
issuance of shares of capital stock thereunder) under U.S. state corporate laws,
U.S. federal and state securities laws, the Code and the applicable laws of any
foreign country or jurisdiction where any Options are, or will be, granted under
the Plan.

        (c) "BOARD" means the Board of Directors of the Company.

        (d) "CODE" means the Internal Revenue Code of 1986, as amended.

        (e) "COMMITTEE" means (a) the Compensation Committee of the Board (or in
the event that there is not a Compensation Committee, then the Board) with
respect to Options granted to all Employees and Consultants (other than
Non-Employee Directors) and (b) the entire Board (regardless of whether there is
a Compensation Committee) with respect to Options granted to Non-Employee
Directors.

        (f) "COMPANY" means Telcom Global Solutions Holdings, Inc., a Delaware
corporation.

        (g) "CONSULTANT" means (i) any individual who is engaged by the Company
or any Affiliate of the Company to render consulting or advisory services and is
compensated for such services and (ii) any non-employee Director, whether such
Director is compensated for such services or not.

        (h)  "CONTINUOUS STATUS AS AN EMPLOYEE OR CONSULTANT" means as of any
date of determination that the employment or consulting relationship that an
Employee or Consultant has with the Company or any Affiliate of the Company is
not interrupted or terminated. Continuous Status as an Employee or Consultant
shall not be considered


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interrupted in the case of (i) any leave of absence approved in writing by the
Company or any Affiliate of the Company or (ii) transfers between locations of
the Company or between the Company or any Affiliate of the Company or any
successor. A leave of absence approved by the Company shall include sick leave,
military leave, or any other personal leave approved by an authorized
representative of the Company or any Affiliate of the Company. For purposes of
Incentive Stock Options, no such leave may exceed 90 days, unless reemployment
upon expiration of such leave is guaranteed by statute or contract. If
reemployment upon expiration of a leave of absence approved by the Company or
any Affiliate of the Company is not so guaranteed, on the 91st day of such leave
any Incentive Stock Option held by the Holder shall cease to be treated for tax
purposes as an Incentive Stock Option and shall be treated for tax purposes as a
Nonqualified Stock Option.

        (i) "DIRECTOR" means a member of the Board.

        (j) "DISABILITY" shall have the meaning given it or any similar term in
the employment agreement of the Holder with the Company or an Affiliate of the
Company; provided, however, that if that Holder has no such employment agreement
or if the employment agreement applicable to the Holder does not specify the
meaning of such term, "DISABILITY" shall mean "disability" as such term is
defined in Section 22(e)(3) of the Code.

        (k) "EMPLOYEE" means any individual, including Officers and Directors,
employed by the Company or any Affiliate of the Company. The payment of a
Director's fee or the reimbursement of a Director's expenses by the Company
shall not be sufficient to constitute "employment" by the Company.

        (l) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as
amended.

        (m) "FAIR MARKET VALUE" means the value of a Share determined as
follows:

            (i)     If the Shares are listed on any established stock exchange
        or quoted on a national market system, including without limitation The
        Nasdaq National Market or The Nasdaq SmallCap Market of The Nasdaq Stock
        Market, its Fair Market Value shall be the closing sales price for a
        Share (or the closing bid, if no sales were reported) as quoted on such
        exchange or system for the last market trading day prior to the date of
        determination, as reported in The Wall Street Journal or such other
        source as the Committee deems reliable;

            (ii)    If the Shares are not listed on any established stock
        exchange or quoted on a national market system, but is regularly quoted
        by a recognized securities dealer (whose selling prices are not
        reported), its Fair Market Value shall be the mean between the high bid
        and low asked prices for the Shares on the last market trading day prior
        to the date of determination; or

            (iii)   In the absence of an established market for the Shares, the
        Fair Market Value thereof shall be determined in good faith by the
        Committee.

        (n) "HOLDER" means a Person who has received an Option under the Plan.

        (o) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code.

        (p) "NON-EMPLOYEE DIRECTOR" means a "Non-Employee Director" of the
Company within the meaning of Rule 16b-3.

        (q) "NONQUALIFIED STOCK OPTION" means an Option that does not qualify as
an Incentive Stock Option.

        (r) "OFFICER" means an individual person who is an officer of the
Company within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.


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        (s) "OLD STOCK OPTION PLAN" means the 2000 Stock Option Plan of Telcom
Global Solutions, Inc., amended as of September ___, 2001.

        (t) "OPTION" means any option to purchase Shares which is granted
pursuant to the Plan.

        (u) "OPTION AGREEMENT" means the written option agreement, substantially
in the form attached hereto as Exhibit A (or such other form as may be approved
by the Committee for use under the Plan pursuant to Section 3(b)(v) hereof),
between the Company and Holder evidencing the grant of an Option.

        (v) "OPTION SHARES" means the Shares issuable upon exercise of an
Option.

        (w) "PARENT" means any corporation (other than the Company) in an
unbroken chain of corporations ending with the Company if, at the time an Option
is granted, each of the corporations other than the Company owns stock (or other
equity interests) possessing more than 50% of the total combined voting power of
all classes of stock (or other equity interests) in one or more of the other
corporations in such chain.

        (x) "PERSON" means any corporation, partnership, limited liability
company, joint venture, estate, trust, unincorporated association, a
governmental entity or any department, agency or political subdivision thereof
or any other entity.

        (y) "PLAN" means this Telcom Global Solutions Holdings, Inc. 2000 Equity
Incentive Plan.

        (z) "RULE 16b-3" means Rule 16b-3 promulgated under the Exchange Act or
any successor rule thereto.

        (aa) "SHARE" means an ordinary share of $0.01 each in the capital of
Parent.

        (bb) "STOCK EXCHANGE" means, at any point in time, any established stock
exchange on which the Shares are then listed or any national market system,
including without limitation The Nasdaq Stock Market or The Nasdaq SmallCap
Market of The Nasdaq Stock Market, on which the Shares are then quoted.

        (cc) "SUBSIDIARY" means any Person (other than the Company) in any
unbroken chain of Persons beginning with the Company if, at the time of granting
of an Option, each of the Persons (other than the last Person in the unbroken
chain) owns stock (or other equity interests) possessing more than 50% of the
total combined voting power of all classes of stock (or other equity interests)
in one of the other Persons in such chain.

        3. ADMINISTRATION OF THE PLAN.

        (a) Plan Administration. The Plan at all times shall be administered by
the Committee. During any period of time in which the Company is subject to the
reporting requirements of the Exchange Act, the Committee, shall be comprised
solely of not less than two members.

        (b) Powers of the Committee. Subject to the provisions of the Plan and
subject to the approval of any relevant authorities, including the approval, if
required, of the Stock Exchange, the Committee shall have the full authority to
grant Options. For purposes of illustration and not of limitation, the Committee
shall have the authority (subject only to the express provisions of the Plan):

            (i)     to determine the Fair Market Value of the Shares;

            (ii)    to select the Consultants and Employees to whom Options may
        from time to time be granted hereunder;

            (iii)   to determine whether and to what extent Options are granted
        hereunder;

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            (iv)    to determine the number of Shares to be covered by each such
        Option granted hereunder;

            (v)     to approve the forms of Option Agreements which need not be
        identical for use under the Plan;

            (vi)    to determine the terms and conditions, not inconsistent with
        the terms of the Plan, of any Option granted hereunder, which terms and
        conditions may include, but will not be limited to, the exercise price
        of an Option; any specified performance goals or other criteria which
        must be attained for the vesting of an Option; any restrictions or
        limitations applicable to any Options; and any vesting, exchange,
        surrender, cancellation, acceleration, termination, exercise or
        forfeiture provisions applicable to any Options; and

            (vii)   to construe and interpret the terms of the Plan, the Option
        Agreements and the Options granted pursuant to the Plan.

        (c) Effect of Committee's Decision. All decisions, determinations and
interpretations of the Committee shall be final and binding on all Holders of
any Options. No member of the Board or any Committee administering the Plan
shall be liable for any action taken or determination made in good faith with
respect to the Plan or any Option granted hereunder.

        4. SHARES SUBJECT TO THE PLAN.

        The maximum aggregate number of Shares that may be acquired by Holders
of any Options granted under the Plan is, as of any date of determination,
7,500,000 Shares less any options or shares subject to options outstanding under
the Old Stock Option Plan as of such date of determination, and the maximum
number of Shares that may be acquired by an individual Holder under the Plan or
the Old Stock Option Plan shall not exceed 750,000 (in each case subject to
adjustment as provided in Section 8 of the Plan). The Shares may be authorized
but unissued Shares. The maximum aggregate number of Shares that shall be issued
pursuant to the valid exercise of Options intended to be Incentive Stock Options
granted under the Plan is 6,687,200.

        If any Options granted hereunder or any options under the Old Stock
Option Plan expire without being exercised, such option (or options) shall be
available for distribution in connection with future grants of Options under the
Plan.

        5. ELIGIBILITY.

        (a) Options may be granted to Employees (including Officers and
Directors) and Consultants who, in the sole and unreviewable determination of
the Committee, are deemed to have rendered or to be able to render significant
services to the Company or its Affiliates and who are deemed to have contributed
or to have the potential to contribute to the success of the Company or its
Affiliates. No Incentive Stock Option shall be granted to any person who is not
an Employee at the time of grant. In no event, however, may any Consultant
participate in the Plan if such participation is (a) prohibited, or (b)
restricted (either absolutely or subject to various securities requirements,
whether legal or administrative, being complied with), in the jurisdiction in
which such Consultant is resident under the relevant securities laws of that
jurisdiction; provided, that in the case of (b) above, the relevant Consultant's
participation in the Plan may be effected at the absolute discretion of the
Committee if compliance with the relevant securities requirements of the
jurisdiction in which such Consultant is resident is not impractical (having
regard to the nature of those requirements) and would not involve undue expense.

        (b) Each Option shall be designated in the applicable Option Agreement
as either an Incentive Stock Option or a Nonqualified Stock Option. However,
notwithstanding such designation, to the extent that the aggregate Fair Market
Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Holder during any calendar year (under all
plans of the Company or any Affiliate) exceeds $100,000, such Options shall be
treated for tax purposes as Nonqualified Stock Options. For purposes of this
Section 5(b), Incentive

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Stock Options shall be taken into account in the order in which they were
granted. For purposes of this Section 5(b), the Fair Market Value of the Shares
shall be determined as of the time the Option with respect to such Shares is
granted.

        (c) Neither the Plan nor any Option shall confer upon any Holder any
right with respect to continuation of his or her employment or consulting
relationship with the Company or any Affiliate of the Company, nor shall it
interfere in any way with his or her right or the Company's or its Affiliate's
right to terminate his or her employment or consulting relationship at any time,
with or without cause.

        6. OPTION EXERCISE PRICE AND CONSIDERATION.

        (a) The per share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the Committee, but
in the case of an Incentive Stock Option (which in all cases shall be subject to
the Code):

            (i)     granted to an Employee who, at the time of grant of such
        Option, owns Shares representing more than ten percent (10%) of the
        voting power of all classes of shares of Parent or any Affiliate of
        Parent, the per share exercise price shall not be less than 110% of the
        Fair Market Value per Share on the date of grant; and

            (ii)    granted to any other Employee, the per share exercise price
        shall not be less than 100% of the Fair Market Value per Share on the
        date of grant.

Notwithstanding the foregoing, in no event may the per share exercise price for
the Shares to be issued upon exercise of an Option be less than the par value of
a Share.

        (b) The type of consideration to be paid for the Shares to be issued
upon exercise of an Option, including the method of payment, shall be cash or as
otherwise determined by the Committee in writing (and, in the case of an
Incentive Stock Option, shall be determined at the time of grant and shall be
subject to the Code). Such consideration shall be paid, to the extent permitted
by applicable statutes and regulations at the time the Option is exercised,
either (i) in cash or check, or (ii) when permitted by Applicable Laws, through
a "same day sale" commitment from the Holder (and if applicable a broker-dealer
that is a member of the National Association of Securities Dealers ("NASD
DEALER")), whereby the Holder irrevocably elects to exercise the Option and to
sell at least that number of Shares so purchased to pay the aggregate exercise
price of all of the Shares so purchased, and the Holder (or, if applicable, the
NASD Dealer) commits upon sale (or, in the case of the NASD Dealer, upon
receipt) of such Shares to forward an amount equal to the aggregate exercise
price of such Shares directly to Parent, with any sale proceeds in excess of
such amount being for the benefit of the Holder, provided that the Holder
wishing to effectuate such "same day sale" shall pay any and all fees,
commissions or expenses charged by such NASD Dealer (as is applicable) with
respect to such "same day sale." In addition, such consideration shall be
accompanied by the delivery by the Holder of a properly executed exercise notice
together with such other documentation as the Committee and a broker, if
applicable, shall require to effect an exercise of the Option and delivery to
Parent of the sale proceeds required to pay the exercise price.

        7. EXERCISE OF OPTION.

        (a) Procedure for Exercise; Rights as a Shareholder. Any Option granted
hereunder shall be exercisable at such times and under such conditions as
determined by the Committee and set forth in the Plan or the Option Agreement,
including performance criteria with respect to the Company and/or the Holder,
and as shall be permissible under the terms of the Plan. The total number of
Shares subject to an Option may, but need not, be allotted in periodic
installments (which may, but need not, be equal). The Option Agreement may
provide that from time to time during each of such installment periods, the
Option may become exercisable with respect to some or all of the Shares allotted
to that period and may be exercised with respect to some or all of the Shares
allotted to such period and/or any prior period as to which the Option became
vested but was not fully exercised. If an Optionee


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exercises any Option for less than all of the Shares covered by the relevant
Option Agreement, the Company shall issue a new Option Agreement to such
Optionee in respect of the portion of such Option remaining unexercised.

        An Option may not be exercised for a fraction of a Share. Exercise of an
Option in any manner shall result in a decrease in the number of Shares that
thereafter may be available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.

        Subject to Section 15, an Option shall be deemed to be exercised when
written notice of such exercise has been given to Parent in accordance with the
terms of the Option Agreement by the Person entitled to exercise the Option and
full payment for the Shares with respect to which the Option is exercised has
been received by Parent. To the extent required by Applicable Law or deemed
desirable by Parent, a Holder shall make arrangements satisfactory to Parent for
the satisfaction of any withholding tax obligations that arise by reason of the
exercise of an Option or any sale of Shares, which obligations may, as
authorized by the Committee, consist of any consideration and method of payment
allowable under Section 6(b) hereof. Until the appropriate registration on the
Branch Register of Members of Parent by the duly authorized transfer agent of
Parent of the Holder's name, no right to vote, receive dividends or any other
rights as a shareholder shall exist with respect to the Option Shares,
notwithstanding the exercise of the Option. Parent shall issue (or cause to be
issued) such share certificate promptly upon the valid exercise of the Option
and, in any event, no later than two (2) months from the date of allotment of
Shares upon the valid exercise of an Option. No adjustment shall be made for a
dividend or other right for which the record date is prior to the date the
Holder is registered as a member of Parent in the Branch Register of Members of
Parent.

        (b) Termination of Employment or Consulting Relationship. Subject to
Section 7(c) and Section 7(d) below, in the event of termination of a Holder's
Continuous Status as an Employee or Consultant, such Holder may exercise his or
her Option to the extent that the Holder was entitled to exercise it at the date
of such termination; provided, however, that such Option may be exercised only
within the lesser of the period of time set forth in such Holder's Option
Agreement or the Plan. Such time period shall not, in the case of an Incentive
Stock Option, exceed three (3) months after the date of such termination and
shall not, in any case, be later than the expiration date of the term of such
Option as set forth in the Option Agreement or the termination of the Plan. To
the extent that the Holder was not entitled to exercise the Option at the date
of such termination, or if the Holder does not exercise such Option to the
extent so entitled within the time specified herein, the Option shall
automatically terminate and the Shares covered by such Option shall revert to
the Plan. A Holder's Continuous Status as an Employee or Consultant shall not be
terminated in the event of Holder's change of status from an Employee to a
Consultant or from a Consultant to an Employee; provided, however, that in the
event of a Holder's change of status from an Employee to a Consultant, any
Incentive Stock Option granted to such Employee shall automatically cease to be
treated for tax purposes as an Incentive Stock Option and shall be treated for
tax purposes as a Nonqualified Stock Option on the day that is three months and
one day following such change of status.

        (c) Disability of Holder. In the event of termination of a Holder's
Continuous Status as an Employee or Consultant as a result of his or her
Disability, the Holder may, but only within the lesser of twelve (12) months
from the date of such termination and the expiration date of the term of such
Option as set forth in the Option Agreement, whichever is the earlier, exercise
the Option to the extent such Option was vested as of the date of such
termination. If such Disability is not a "disability" as such term is defined in
Section 22(e)(3) of the Code, then in the case of an Incentive Stock Option such
Incentive Stock Option shall automatically cease to be treated for tax purposes
as an Incentive Stock Option and shall be treated for tax purposes as a
Nonqualified Stock Option on the day that is three months and one day following
such termination. To the extent that the Holder was not entitled to exercise the
Option at the date of termination, or if the Holder does not exercise such
Option to the extent so entitled within the time specified herein, the Option
shall terminate and the Shares covered by such Option shall revert to the Plan.

        (d) Death of Holder. Subject to Applicable Laws, in the event of the
death of a Holder, the Option may be exercised at any time within twelve (12)
months following the date of death (but in no event later than the expiration
date of the term of such Option as set forth in the Option Agreement) by the
Holder's estate or by any individual who acquired the right to exercise the
Option by bequest or inheritance (the "OPTION BENEFICIARY"), but only to the


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extent that the Holder was entitled to exercise the Option on the date of death.
To the extent that, at the time of death, the Holder was not entitled to
exercise the Option, or if the Option Beneficiary does not exercise the Option
within the time specified herein, the Option shall terminate and the Shares
covered by such Option may be available for a fresh grant under the Plan.

        8. ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE OR MERGER.

        (a) Changes in Capital Structure. Subject to any required action by the
shareholders of Parent, (i) the number of Shares covered by each outstanding
Option, (ii) the number of Shares which have been authorized for issuance under
the Plan but as to which no Options have yet been granted or which may be
available for a fresh grant under the Plan upon cancellation or expiration of an
Option, and (iii) the exercise price per Share covered by each such outstanding
Option, shall be proportionately adjusted for any increase or decrease in the
number of issued Shares resulting from a stock split, reverse stock split, stock
dividend, combination or reclassification of the Shares, or any other increase
or decrease in the number of issued Shares effected without receipt of
consideration by Parent. The conversion of any convertible securities of Parent
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Committee, whose determination in that
respect shall be final, binding and conclusive. Except as expressly provided
herein, no issuance by Parent of shares of any class, or securities convertible
into or exchangeable for shares of any class, shall affect, and no adjustment by
reason thereof shall be made with respect to, the number or exercise price of
Shares subject to an Option.

        (b) Dissolution or Liquidation. In the event of the proposed dissolution
or liquidation of Parent, the Committee shall notify each Holder of an
outstanding Option granted hereunder at least fifteen (15) days prior to such
proposed action. To the extent it has not been previously exercised, the Option
shall terminate immediately prior to the consummation of such proposed action;
provided, however, that the Committee may, in the exercise of its sole and
unreviewable discretion in such instances, declare that any Option shall
terminate as of an earlier date fixed by the Committee and give each Holder the
right to exercise his or her rights as to all or any part of the Option,
including Options that have not yet vested.

        (c) Merger or Asset Sale. In the event of the merger of Parent into, or
the consolidation of Parent with, another Person in which the shareholders of
Parent receive cash or securities of another issuer, or any combination thereof,
in exchange for their Shares, or the sale of all or substantially all of the
assets of Parent, each outstanding Option shall be assumed or an equivalent
option or right substituted by the successor Person or an Affiliate of the
successor Person. In the event that the successor Person refuses to assume or
substitute for the Option, the Holder shall fully vest in and have the right to
exercise the Option (provided it has not already terminated), including Shares
as to which it would not otherwise be vested or exercisable. If an Option
becomes fully vested and exercisable in lieu of assumption or substitution in
the event of a merger, consolidation or sale of assets, either, at the option of
the Committee, the Committee shall notify the Holder that the Option shall be
fully exercisable for a period of fifteen (15) days from the date of such
notice, and the Option shall terminate upon the expiration of such period or
upon the consummation of such merger, consolidation or sale of assets, the
Holder shall receive in cash the difference between the Fair Market Value of the
Option Shares less the exercise price thereof. For the purposes of this Section
8(c), the Option shall be considered assumed if, the successor Person, pursuant
to such sale or merger, agrees in writing prior to the consummation of such sale
or merger to assume the Plan or provide an equivalent option or right (the
determination of whether such substituted Options or rights are equivalent shall
be determined by the Committee in its sole discretion).

        (d) Change of Control. Notwithstanding anything to the contrary, the
Committee may grant Options which provide for the acceleration of the vesting of
Shares subject to the Option upon a change of control. Such provisions including
the definition of a change of control shall be set forth in the Option Agreement
evidencing such Option.

        (e) Further Adjustments. In the event of any change described in Section
8(a) or Section 8(c) above, the Committee shall make any further adjustment to
the maximum number of Shares which may be allotted and issued under the Plan
pursuant to the exercise of Options, the maximum number of Shares for which
Options may be


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granted to any one Employee or Consultant and the number of Shares and exercise
price per Share subject to outstanding Options as shall be equitable to prevent
dilution or enlargement of rights under such Options, and the determination of
the Committee as to these matters shall be conclusive and binding on the Holder;
provided, however, that each such adjustment with respect to an Incentive Stock
Option shall comply with the rules of Section 424(a) of the Code (or any
successor provision).

        (f) No Limitation on Right to Merge, Etc. The grant of Options pursuant
to the Plan shall not restrict in any way the right or power of Parent to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve, liquidate, or sell or
transfer all or any part of its business or assets.

        9. TERM OF PLAN.

        The Plan shall become effective upon the earlier to occur of its
adoption by the Board or its approval by the shareholders of the Company, as
described in Section 18 of the Plan. It shall continue in effect for a term of
ten (10) years unless sooner terminated under Section 13 of the Plan. It is
hereby acknowledged and confirmed that the Plan was adopted on September 22,
2000.

        10. TERM OF OPTIONS.

        The term of each Option shall be the term stated in the applicable
Option Agreement; provided, however, that the term shall be no more than (a) ten
(10) years from the date of grant thereof for a Holder who is an Employee; and
(b) five (5) years from the date of grant thereof for a Holder who is a
non-Employee; and provided further that in the case of an Incentive Stock Option
granted to a Holder who, at the time the Option is granted, owns Shares
representing more than ten percent (10%) of the voting power of all classes of
shares of Parent or any Affiliate of Parent, the term of the Option shall be no
more than five (5) years from the date of grant thereof.

        11. NON-TRANSFERABILITY OF OPTIONS.

        No Option shall be transferable except by will or by the laws of descent
and distribution and shall be exercisable during the lifetime of the Holder to
whom the Option is granted only by such Holder or as otherwise provided herein.

        12. TIME OF GRANTING OPTIONS.

        The date of grant of an Option shall, for all purposes, be the date on
which the Committee makes the determination granting such Option, or such other
date as is determined by the Committee. Notice of the determination shall be
given to each Employee or Consultant to whom an Option is so granted within a
reasonable time after the date of such grant.

        13. AMENDMENT AND TERMINATION OF THE PLAN.

        The Board may amend or terminate the Plan in any respect whatsoever,
provided that any such amendment or termination of the Plan shall not materially
adversely affect an Option already granted and such Option shall remain in full
force and effect as if the Plan had not been amended or terminated. In addition,
to the extent necessary and desirable to comply with Rule 16b-3 (or any other
Applicable Law or regulation, including the requirements of the National
Association of Securities Dealers or the Stock Exchange), the Company shall
obtain shareholder approval of any Plan amendment in such a manner and to such a
degree as required.


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        14. NONSOLICITATION AND NONCOMPETITION.

        THE BOARD MAY REQUIRE CERTAIN HOLDERS TO ENTER INTO AN OPTION AGREEMENT
CONTAINING RESTRICTIONS ON SOLICITATION OF EMPLOYEES AND CUSTOMERS AND OTHER
RESTRICTIONS ON COMPETITION AS A CONDITION TO RECEIVING AN OPTION.

        15. CONDITIONS UPON ISSUANCE OF SHARES.

        Shares shall not be issued pursuant to an Option unless the issuance and
delivery of such Shares pursuant thereto shall comply with all relevant
Applicable Laws, including, without limitation, the Securities Act of 1933, as
amended (the "SECURITIES ACT"), the Exchange Act, the rules and regulations
promulgated thereunder, and the requirements of the Stock Exchange, and shall be
further subject to the approval of counsel for Parent with respect to such
compliance.

        The inability of Parent to obtain authority from any regulatory body
having jurisdiction, which authority is deemed by Parent's counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve
Parent of any liability in respect of the failure to issue or sell such Shares
as to which such requisite authority shall not have been obtained.

        16. RESERVATION OF SHARES.

        Parent, during the term of the Plan, shall at all times reserve and keep
available such number of Shares as shall be sufficient to satisfy the
requirements of the Plan.

        17. AGREEMENTS.

        The grant of Options shall be evidenced by Option Agreements in such
form as the Committee shall approve from time to time.

        18. SHAREHOLDER APPROVAL.

        Continuance of the Plan shall be subject to approval by the shareholders
of the Company within twelve (12) months before or after the date the Plan is
adopted by the Board. Such shareholder approval shall be obtained to the extent
and in manner required under Applicable Laws and the rules of the Stock
Exchange.

        19. USE OF PROCEEDS FROM SHARES.

        The proceeds, if any, from the allotment and issuance of Shares pursuant
to the valid exercise of Options, which proceeds are over and above the par
value of each Share, shall be deposited into the share premium account of
Parent.

        20. MISCELLANEOUS.

        (a) Acceleration of Vesting. The Committee shall have the power to
accelerate the time at which an Option may first be exercised or the time during
which an Option or any part thereof will vest, notwithstanding the provisions in
the Option Agreement stating the time at which it may first be exercised or the
time during which it will vest.

        (b) Rule 16b-3. With respect to Persons subject to Section 16 of the
Exchange Act, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 and with respect to such Persons all
transactions shall be subject to such conditions regardless of whether they are
expressly set forth in the Plan or the Option Agreement. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall


<PAGE>   10

not apply to such persons or their transactions and shall be deemed null and
void, to the extent permitted by law and deemed advisable by the Committee.

        (c) Grants Exceeding Allotted Shares. If the number of Shares subject to
an Option granted pursuant to the Plan exceeds, as of the date of grant, the
number of Shares that has been reserved for issuance under the Plan without
additional shareholder approval, such Option shall be void with respect to such
excess Shares, unless shareholder approval of an amendment sufficiently
increasing the number of Shares subject to the Plan is timely obtained in
accordance with Section 13 of the Plan.

        (d) Notice. Any written notice to the Company or any of its Affiliates
required by any of the provisions of the Plan shall be addressed to the Share
Plan Administrator of Parent at 2090 Fortune Drive, San Jose, California 95131
and shall become effective when it is received. Any written notice to Holders
required by any provisions of the Plan shall be addressed to the Holder at the
address on file with the Company and shall become effective three days after it
is mailed by certified mail, postage prepaid to such address or at the time of
delivery if delivered sooner by messenger or overnight courier.

        (e) Savings Clause. Notwithstanding any other provision hereof, the Plan
is intended to qualify as a plan pursuant to which Incentive Stock Options may
be issued under Section 422 of the Code. If the Plan or any provision of the
Plan shall be held to be invalid or to fail to meet the requirements of Section
422 of the Code or the regulations promulgated thereunder, such invalidity or
failure shall not affect the remaining parts of the Plan or such provisions
which apply only to Nonqualified Stock Options, but rather it shall be construed
and enforced as if the Plan or the affected provision thereof, as the case may
be, complied in all respects with the requirements of Section 422 of the Code.

        (f) Governing Law. The Plan and all rights and obligations thereunder
shall be construed in accordance with and governed by the laws of the State of
Delaware without regard to its conflict of laws rules.

        (g) Notice of Disposition. If a participant who was granted an Incentive
Stock Option disposes of any Share acquired pursuant to the exercise of such
Incentive Stock Option before satisfying the holding period set forth in section
422(a)(1) of the Code, such participant shall notify Parent of such disposition
within 10 days. Such notice shall be given in the form and manner prescribed by
the Committee and shall include the number of shares disposed of, and the date
of the disposition.


<PAGE>   11


                                         EXHIBIT A TO 2000 EQUITY INCENTIVE PLAN



                     TELCOM GLOBAL SOLUTIONS HOLDINGS, INC.

                           2000 EQUITY INCENTIVE PLAN

                             STOCK OPTION AGREEMENT


[Optionee's name and address]

        This Stock Option Agreement (this "OPTION AGREEMENT") is entered into as
of ______ __________, 200_, by and between you ("OPTIONEE") and Telcom Global
Solutions Holdings, Inc. (the "COMPANY"). Unless otherwise defined herein, all
capitalized terms used herein shall have the meanings set forth in the 2000
Equity Incentive Plan of the Company (the "PLAN").

        1. Grant of Option. In consideration of the sum of $1.00 paid by the
Optionee to the Company (the receipt, adequacy and sufficiency of which the
Company hereby acknowledges), the Company hereby grants to Optionee an option
(the "OPTION") to subscribe for the number of ordinary shares of S$0.01 each in
the capital of Parent (the "SHARES") set forth below at the exercise price and
on the other terms and conditions set forth below, subject to the terms and
conditions of this Option Agreement and the Plan (which is incorporated herein
by reference), including the provisions thereof relating to increases in the
number of Shares covered by this Option upon the occurrence of certain specified
events, as follows:

        Grant Number                    ________________________________________
        Date of Grant                   ________________________________________
        Vesting Commencement Date       ________________________________________
        Exercise Price Per Share        ________________________________________
        Total Number of Shares Subject  ________________________________________
        to Options
        Total Exercise Price            ________________________________________
        Type of Option:                 ________________________________________

                                        _______ Incentive Stock Option
                                        _______ Nonqualified Stock Option

        Term/Expiration Date:
        (No more than 10 years from date
        of grant for an Employee and 5 years from date of grant
        for a non-Employee)

        If designated above as an Incentive Stock Option, this Option is
intended (subject to Section 5(b) of the Plan) to qualify as an Incentive Stock
Option as defined in Section 422 of the Code; provided, however, the Company has
not made, and will not be deemed to make hereby, any representations or
warranties to Optionee with respect to such qualification.

        2. Vesting Schedule.

        (a) This Option may be exercised, in whole or in part, in accordance
with the following schedule. Except only as specifically provided elsewhere
herein or in the Plan, this Option shall be exercisable in the following
cumulative installments: [NOTE: THE VESTING SCHEDULE IS TO BE COMPLETED UPON
GRANT OF THE OPTION]

        (b) Notwithstanding the vesting schedule set forth above and so long as
the Option has not been terminated, in the event of a "Change of Control" as
defined below, the vesting schedule above shall be accelerated


<PAGE>   12

such that the Option shall be deemed to be fully vested immediately prior to
such event. [NOTE: DELETE THE FOREGOING PARAGRAPH AND PARAGRAPHS (c)-(f) BELOW
IF THE OPTION DOES NOT AUTOMATICALLY ACCELERATE UPON A CHANGE OF CONTROL]

        (c) "BENEFICIAL OWNER" means a "beneficial owner" as such term is used
in Rule 13d-3 promulgated under the Exchange Act.

        (d) "CHANGE OF CONTROL" means, with respect to any Option, the
occurrence at any time after the date of grant of such Option of (i) any Person
or Group of Persons becoming for the first time the Beneficial Owner, directly
or indirectly, of more than fifty percent (50%) of the total combined voting
power of all classes of shares of Parent normally entitled to vote for the
election of Directors ("VOTING STOCK"), other than as a result of a transfer or
series of related transfers of Voting Stock from a Person or Group of Persons
who immediately prior to such transfer or transfers was the Beneficial Owner,
and who after giving effect to such transfer or transfers continues to be the
Beneficial Owner, of more than fifty percent (50%) of the Voting Stock; (ii) a
merger or consolidation of Parent with or into another Person or the merger of
another Person into Parent as a consequence of which those Persons who held all
of the Voting Stock immediately prior to such merger or consolidation do not
hold either directly or indirectly a majority of the Voting Stock (or, if
applicable, the surviving company of such merger or consolidation) after the
consummation of such merger or consolidation; (iii) the sale of all or
substantially all of the assets of Parent to any Person or Group of Persons
(other than to (A) a Person or Group of Persons which owns, directly or
indirectly, a majority or more of the outstanding Shares, (B) a Subsidiary of
Parent, or (C) a Person all of whose equity interests are owned directly or
indirectly by Parent; or (iv) any event or series of events (which event or
series of events must include a proxy fight or proxy solicitation with respect
to the election of directors of Parent made in opposition to the nominees
recommended by the Continuing Directors) during any period of 12 consecutive
months, as a result of which a majority of the Board consists of individuals
other than Continuing Directors.

        (e) "CONTINUING DIRECTORS" means, with the respect to any period of 12
consecutive months, (i) any members of the Board of Directors of Parent on the
first day of such period, (ii) any members of the Board of Directors of Parent
elected after the first day of such period at any annual meeting of shareholders
who were nominated by the Board of Directors of Parent or a committee thereof,
if a majority of the members of the Board of Directors of Parent or such
committee were Continuing Directors within the meaning of clause (i) above at
the time of such nomination, and (iii) any members of the Board of Directors of
Parent elected to succeed Continuing Directors by the Board of Directors of
Parent or a committee thereof, if a majority of the members of the Board of
Directors of Parent or such committee were Continuing Directors within the
meaning of clause (i) or (ii) above at the time of such election.

        (f) "GROUP" means a "group" as such term is used in Section 13(d)(3) of
the Exchange Act.

        3. Exercise of Option.

        (a) Right to Exercise. This Option shall be exercisable, with respect to
any or all of the Shares, during its term in accordance with the Vesting
Schedule set out in Section 2 hereof and with the applicable provisions of the
Plan and this Option Agreement. In the event of Optionee's death, Disability or
other termination of Optionee's Continuous Status as an Employee or Consultant,
this Option shall be exercisable in accordance with the applicable provisions of
the Plan and this Option Agreement (including Section 4 hereof).

        (b) Method of Exercise. This Option shall be exercisable by written
notice (in the form attached hereto as Exhibit A) which shall state the election
to exercise the Option and the number of Shares in respect of which the Option
is being exercised. Such written notice shall be signed by the Optionee and
shall be delivered in person or by certified mail to the Share Plan
Administrator of Parent. The written notice shall be accompanied by payment of
the Exercise Price. This Option shall be deemed to be exercised upon receipt by
Parent of such written notice accompanied by the Exercise Price.


<PAGE>   13

        (c) The Optionee shall, upon notification of the amount due (if any) as
a result of the exercise of the Option and prior to or concurrent with delivery
of the certificate representing the Shares, pay to Parent as provided in the
Plan amounts necessary to satisfy applicable federal, state and local tax
withholding requirements.

        (d) No Shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with Section 15 of the Plan.
Assuming such compliance, for income tax purposes the Shares shall be considered
allotted and issued to the Optionee on the date on which the Option is exercised
with respect to such Shares.

        4. Termination Period. Optionee may exercise that portion of the Option
that is vested on the date of termination (or that becomes vested by reason of
such termination pursuant to this Agreement) for ninety (90) days (or such
shorter period provided for elsewhere herein) after termination of Optionee's
Continuous Status as an Employee or Consultant, or for such longer period upon
Optionee's death or Disability as provided in the Plan. If Optionee's status
changes from Employee to Consultant or Consultant to Employee, this Option
Agreement shall remain in effect. In no case may Optionee exercise this Option
after the Term/Expiration Date as provided above in Section 1. Notwithstanding
the foregoing, in the event that Optionee's Continuous Status as an Employee or
Consultant is terminated by the Company or an Affiliate of Company for Cause (as
defined below), this Option (including the vested portion thereof) will
terminate on the date of such termination and will not be exercisable
thereafter. For purposes of this Option Agreement, "CAUSE" means, unless
otherwise defined in Optionee's employment agreement, the occurrence of any of
the following events or reasons:

        (a) Optionee's conviction for a felony offense or commission by Optionee
of any act abhorrent to the community that the Company considers materially
damaging to or tending to discredit the reputation of the Company or any
Affiliate of Company;

        (b) Dishonesty, fraud, willful misconduct, unlawful discrimination or
theft on the part of Optionee;

        (c) Optionee's using for his or her own benefit any confidential or
proprietary information of the Company or any Affiliate of the Company, or
willfully or negligently divulging any such information to third parties without
the prior written consent of the Company;

        (d) Optionee's public drunkenness, public use of illegal substances or
drugs or the use, possession, distribution or being under the influence of
alcohol or illegal substances or drugs in the workplace (the only exception is
that Optionee may consume alcohol reasonably and responsibly, if he or she so
chooses, at legitimate business events and functions where alcohol is legally
available);

        (e) the determination by the Company that Optionee has continually
failed or refused to comply, after notice of and a reasonable opportunity to
cure such failure or refusal, with the policies, standards, regulations,
instructions, or directions of the Company as they currently exist or as they
may be modified from time to time; or

        (f) Optionee's material breach of this Agreement, the Plan or any
written agreement between Optionee and the Company or any of its Affiliates.

        5. Method of Payment. The exercise price of Shares acquired pursuant to
the valid exercise of the Option shall be paid as set forth in the Plan.

        6. Restrictions on Exercise. This Option may not be exercised until such
time as the Plan has been approved by the shareholders of the Company, and may
not be exercised if the issuance of such Shares upon such exercise or the method
of payment of consideration for such shares would constitute a violation of any
applicable federal or state securities or other law or regulation, including any
rule under Section 221 of Regulation U of the Code of Federal Regulations as
promulgated by the Federal Reserve Board.


<PAGE>   14

        7. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution or
as otherwise set forth in the Plan and may be exercised during the lifetime of
Optionee only by Optionee or a permitted transferee as set forth in the Plan.
The terms of the Plan and this Option Agreement shall be binding upon the
executors, administrators, heirs, successors and assigns of the Optionee.

        8. Term of Option. This Option may be exercised only within the term set
out in Section 1 hereof, and may be exercised during such term only in
accordance with the Plan and the terms of this Option Agreement. The limitations
set out in Sections 5, 6 and 10 of the Plan regarding Options designated as
Incentive Stock Options and Options granted to more than ten percent (10%)
shareholders shall apply to this Option.

        9. Noncompetition and Related Matters.

        (a) The Optionee acknowledges that during the Optionee's Continuous
Status as an Employee or Consultant (as is applicable), the Company and its
Affiliates have provided and will continue to provide to him, and he has
received and will continue to receive from the Company or its Affiliates,
special training and knowledge. The Optionee further acknowledges and agrees
that the Options granted hereby would not have been granted without the
obligations of Optionee as set forth in this Section 9. The Optionee
acknowledges that included in the special knowledge received is the confidential
information identified below ("CONFIDENTIAL INFORMATION"). The Optionee
acknowledges that this Confidential Information is valuable to the Company and
its Affiliates and, therefore its protection and maintenance constitutes a
legitimate interest to be protected by the Company and its Affiliates by
enforcement of this covenant not to compete.

            (i) Therefore, the Optionee agrees that, in consideration of the
        foregoing and in consideration of the grant of the Options, the Optionee
        will not, directly or indirectly, either as an employee, employer,
        consultant, agent, principal, partner, shareholder, corporate officer,
        director, or in any other individual or representative capacity, engage
        or participate in any business activity of a sort in which the Optionee
        engaged or had supervisory authority or material involvement during the
        Optionee's Continuous Status as an Employee or Consultant, that is in
        competition with the business of the Company or any of its Affiliates
        during or as of the date of termination of Optionee's Continuous Status
        as an Employee or Consultant, which includes, but is not limited to, the
        design, engineering, deployment, optimization, and support of wireless
        communications networks. Such restrictions shall commence as of the date
        of this Agreement and end as of the second anniversary of the date of
        termination of Optionee's Continuous Status as an Employee or
        Consultant, whether such termination is for Cause or without Cause. All
        such time periods are subject to otherwise being extended pursuant to
        the terms of this Section 9 or otherwise being agreed to in a writing
        signed by all parties. The scope of this noncompetition clause is
        limited to a fifty (50) mile radius around the Company's current
        executive offices and to a twenty-five (25) mile radius around each
        location in which the Optionee, in the course of his employment with the
        Company or any Affiliate of the Company, has provided consulting
        services or otherwise serviced, managed or supervised the accounts of,
        or had material involvement with projects for, customers of the Company
        or its Affiliates.

            (ii) Nothing in this Section 9 shall be construed to prevent the
        Optionee from owning beneficially, as an investment, up to an aggregate
        of five (5) percent of a class of equity securities that is publicly
        traded and registered under Section 12 of the Securities Exchange Act of
        1934 of a corporation so long as the Optionee has no active
        participation in the business of such corporation.

            (iii) The Optionee represents to the Company and its Affiliates that
        the enforcement of the restrictions contained in this Section 9(a) would
        not be unduly burdensome to the Optionee and that in order to induce the
        Company to grant the Options the Optionee further represents and
        acknowledges that the Optionee is willing and able to compete in other
        geographic areas not prohibited by Section 9(a).


<PAGE>   15

        (b) The Optionee shall not, for a period commencing upon the date hereof
and ending upon the second anniversary of the date of the termination of
Optionee's Continuous Status as an Employee or Consultant, either directly or
indirectly, except during the Optionee's Continuous Status as an Employee or
Consultant when authorized by the Company or required for purposes of performing
his or her duties as an Employee or Consultant for the benefit of the Company or
its Affiliates, (i) make known to any person or entity the names and addresses
of any customers of the Company or its Affiliates or contacts of the Company or
its Affiliates within the wireless telecommunications site development and tower
construction industry or any other information pertaining to such customers or
contacts, (ii) call on, solicit, or take away, or attempt to call on, solicit,
or take away, or interfere in any way with the relationship with the Company and
its Affiliates with (including making any disparaging comments about the Company
or any of its Affiliates) any customers, suppliers or licensees of the Company
or its Affiliates who were customers, suppliers or licensees during the
Optionee's association with the Company or its Affiliates, whether for the
Optionee or for any other person or entity, or (iii) recruit, hire, or attempt
to recruit or hire, directly or by assisting others, or interfere in any way
with the relationship with the Company and its Affiliates with (including making
any disparaging comments about the Company or any of its Affiliates) any other
employee of the Company or its Affiliates.

        (c) Optionee agrees that all of the following constitutes Confidential
Information: the names and addresses of the Company's and its Affiliates'
customers and prospective customers (collectively, with all customers that the
Company or its Affiliates sells, actively solicits, or as of the date of the
termination of Optionee's Continuous Status as an Employee or Consultant had
identified as a target to sell the goods and services provided by the Company or
its Affiliates, the "CUSTOMERS") and all other confidential information relating
to those Customers, including but not limited to all information such as
information on the profitability and/or profit margins of the Company or its
Affiliates, the Company's and its Affiliates' Customer lists and potential leads
customer lists, any other information relating to the Company's and its
Affiliates' Customers that have been obtained or made known to Optionee solely
as the result of Optionee performing his services for the Company or any of its
Affiliates, profitability of the Company or any of its Affiliates, business
plans, strategy plans, sales figures, sales reports, internal memoranda,
inventions, software developed by or for the benefit of the Company or any of
its Affiliates and related data source code and programming information (whether
or not patentable or registered under copyright or similar statutes),
information about the Company's or any of its Affiliates' circuit designs,
layouts, algorithms, design technology and know how, formulas, manufacturing
and/or design techniques, inventions (whether patentable or not), works of
authorship, copyrighted software and/or other copyrighted materials created by
or for the benefit of the Company or any of its Affiliates, personnel policies,
the Company's or any of its Affiliates' marketing methods and related data,
training the Optionee has and will receive, Customer buying and selling habits
and special needs, accounting/financial records (including, but not limited to,
balance sheets, profit and loss statements, tax returns, payable and receivable
information, bank account information and other financial reporting
information), marketing strategies, unique methods and procedures regarding
pricing and advertising, the names of the Company's or any of its Affiliates'
vendors and suppliers, information relating to costs, sales or services provided
to the Company or any of its Affiliates by such vendors and suppliers, the
prices the Company or any of its Affiliates obtains or has obtained for the
Company's or any of its Affiliates' products or services, compensation paid to
the Company's or any of its Affiliates' employees, and other terms of
employment, information regarding the Company's or any of its Affiliates'
relations with its employees, information regarding other Optionees or agents of
the Company or any of its Affiliates, or any other confidential information
regarding the manner of business operations and actual or demonstrably
anticipated business, research or development of the Company or its Affiliates.
Moreover, Optionee agrees that Confidential Information also includes any Trade
Secrets (as defined in the Uniform Trade Secrets Act) of the Company or its
Affiliates or any other information protected from disclosure by statute or
common law.

        (d) The Optionee agrees that his breach or violation of the provisions
of this Section 9 by the Optionee shall entitle the Company and/or its
Affiliates to seek equitable relief, including an injunction from a court of
competent jurisdiction, restraining any further or continued breach or violation
of these provisions. An injunction, if granted, shall be cumulative and in
addition to, and not in lieu of, any other remedies to which the Company and/or
its Affiliates may show itself justly entitled. Further, during any period in
which the Optionee is in breach of this covenant not to compete, the time period
of this covenant shall be extended for an amount of time that the Optionee is in
breach hereof.


<PAGE>   16

        (e) The Optionee agrees that during the time period of the covenants set
forth in this Section 9, the Optionee shall provide a complete copy of this
Agreement to any subsequent prospective employer before accepting any job offer
from such employer.

        (f) The parties to this Agreement agree that the restrictions and
limitations contained in this Section 9 with respect to time, geographical area,
and scope of activity are reasonable. However, if any court shall determine that
the time, geographical area, or scope of activity of any restriction contained
in this Section 9 is unenforceable, it is the intention of the parties that such
restrictive covenant set forth herein shall not thereby be terminated but shall
be deemed amended to the extent required to render it valid and enforceable.

        (g) The Company may, in its sole discretion, release Optionee from any
or all of the provisions of this Section 9 if the Committee determines that such
action is in the best interest of the Company.

        (h) Nothing in this Section 9 shall be deemed or construed to release
any Optionee from or lessen any Optionee's similar obligations or restrictions
imposed upon such Optionee pursuant to his or her employment agreement, any
other contractual agreement or other arrangement, or any injunction, judgment or
order.

        10. Changes in Capital Structure. The Optionee agrees and acknowledges
that Parent shall have the right at any time and from time to time after the
date of this Option Agreement to authorize additional Shares and additional
classes or series of shares, some of which may entitle the holders thereof to
greater rights than the holders of the Shares into which this Option is
convertible, and to issue shares thereunder, subject only to the limits imposed
by Applicable Laws.

        11. Tax Consequences. The grant and/or exercise of the Option will have
federal and state income tax consequences. THE OPTIONEE SHOULD CONSULT A TAX
ADVISER UPON THE GRANT OF THE OPTION AND BEFORE EXERCISING THE OPTION OR
DISPOSING OF THE SHARES ACQUIRED UPON EXERCISE, PARTICULARLY WITH RESPECT TO HIS
OR HER STATE'S TAX LAWS.

        12. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and this Option Agreement may not be
amended except by means of a writing signed by the Company and Optionee. This
Option Agreement is governed by Delaware law with the exception of Section 9
hereof, which is governed by Texas law and except for that body of law
pertaining to conflict of laws.

        13. Warranties, Representations and Covenants. Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions relating to the Plan and this Option Agreement.
Optionee further agrees to notify Parent upon any change in the residence
address indicated below. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF
SHARES PURSUANT TO THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR
EMPLOYMENT AT THE WILL OF THE COMPANY AND/OR ITS AFFILIATES (NOT THROUGH THE ACT
OF BEING HIRED, BEING GRANTED THIS OPTION OR ACQUIRING SHARES HEREUNDER).
OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT NOTHING IN THIS OPTION AGREEMENT,
NOR IN THE PLAN, WHICH IS INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON
OPTIONEE ANY RIGHT WITH RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY
THE COMPANY AND/OR ITS AFFILIATES, NOR SHALL IT INTERFERE IN ANY WAY WITH
OPTIONEE'S RIGHT OR THE COMPANY'S OR ANY OF ITS AFFILIATES' RIGHT TO TERMINATE
OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT CAUSE.

        14. Relation to Other Benefits; Termination of Employment. Any economic
or other benefit to the Optionee under this Option Agreement or the Plan will
not be taken into account in determining any benefits to which the Optionee may
be entitled under any profit-sharing, retirement or similar benefit or
compensation plan maintained by the Company or any of its Affiliates and will
not affect the amount of any life insurance coverage


<PAGE>   17

available to any beneficiary under any life insurance plan covering employees of
the Company or any of its Affiliates. No provision of this Option Agreement will
limit in any way whatsoever any right that the Company or any of its Affiliates
may otherwise have to terminate the employment or adjust the compensation of the
Optionee at any time.

        15. Release of the Board and the Company. The Company, its Affiliates
and the members of their respective boards of directors are hereby released from
any liability for the non-issuance, or any delay of issuance or transfer, of any
Option Shares which results from the inability of Parent to comply with, or to
obtain, or from any delay in obtaining from any regulatory body having
jurisdiction, all requisite authority to issue or transfer Option Shares if
counsel for Parent deems such authority reasonably necessary for lawful issuance
or transfer of any such shares. Appropriate legends may be placed on the stock
certificates evidencing Option Shares to reflect such transfer restrictions. The
Company, its Affiliates and the members of their respective boards of directors
are further hereby released from any liability for any Option including any
Incentive Stock Option, being deemed or becoming a Nonstatutory Stock Option for
any reason and at any time, including the time of grant.

        16. Notice of Disposition. If a participant who was granted an Incentive
Stock Option disposes of any Share acquired pursuant to the exercise of such
Incentive Stock Option before satisfying the holding period set forth in section
422(a)(1) of the Code, such participant shall notify Parent of such disposition
within 10 days. Such notice shall be given in the form and manner prescribed by
the Committee and shall include the number of shares disposed of, and the date
of the disposition.

        17. Notices. Any notice provided for in this Agreement shall be in
writing and shall be (a) personally delivered, or mailed first class mail
(postage prepaid) or sent by reputable overnight courier service (charges
prepaid) to Parent at the address set forth below and to any other recipient at
the address as indicated by the Company's records, or at such address or to the
attention of such other person as the recipient party has specified by prior
written notice to the sending party or of such other person as the recipient
party has specified by prior written notice to the sending party or (b) by
facsimile transmission, confirmed by any method described in clause (a) above.
Notices will be deemed to have been hereunder delivered personally, five days
after deposit in the U.S. mail and one day after deposit with a reputable
overnight courier service. Notice given by facsimile shall be deemed to have
been given hereunder when the facsimile transmission itself is received, except
if receipt by facsimile cannot be established, in which even notice shall be
deemed to have been given when the confirmation is deemed to have been received
(as specified in the preceding sentence). Parent's address is:

               Flextronics International Ltd.
               c/o Flextronics International USA, Inc.
               2090 Fortune Drive
               San Jose, California 95131
               Phone:  (408) 576-7000
               Attention:  Share Plan Administrator

        [NOTE: IF APPLICABLE, INSERT HERE ANY OTHER TERMS AND CONDITIONS OF THE
OPTION AS DETERMINED BY THE COMMITTEE, SUCH AS ANY ADDITIONAL RESTRICTIONS OR
LIMITATIONS APPLICABLE TO THE OPTION; AND ANY ADDITIONAL VESTING, EXCHANGE,
SURRENDER, CANCELLATION, ACCELERATION, TERMINATION, EXERCISE OR FORFEITURE
PROVISIONS APPLICABLE TO THE OPTION.]


<PAGE>   18

                                          THE COMPANY:


                                          TELCOM GLOBAL SOLUTIONS HOLDINGS, INC.



                                          By:
                                             -----------------------------------
                                             Name:
                                                  ------------------------------
                                             Title:
                                                   -----------------------------

                                          OPTIONEE:


                                          --------------------------------------
                                          Signature

                                          --------------------------------------
                                          Print Name

                                          --------------------------------------
                                          Residence Address

                                          --------------------------------------
                                          Area Code/Telephone Number


<PAGE>   19

                                             EXHIBIT A TO STOCK OPTION AGREEMENT


                     TELECOM GLOBAL SOLUTIONS HOLDING, INC.

                           2000 EQUITY INCENTIVE PLAN

                                 EXERCISE NOTICE

Flextronics International Ltd. ("Parent")
c/o Flextronics International USA, Inc.
2090 Fortune Drive
San Jose, California 95131
Phone:  (408) 576-7000
Attention:  Share Plan Administrator

        1. Exercise of Option. Effective as of today, ________, 200__, the
undersigned ("PURCHASER") hereby elects to subscribe for ______ ordinary shares
of S$0.01 each in the capital of Parent (the "SHARES") under and pursuant to the
2000 Equity Incentive Plan (the "PLAN") and the Stock Option Agreement dated
_______, 200_ (the "OPTION AGREEMENT"). The exercise price for the Shares shall
be $_____, as specified in the Option Agreement.

        2. Delivery of Payment.

        (a) Purchaser herewith delivers to Parent the full exercise price for
_____________________________________________ Shares.

        (b) Upon delivery to Parent of this Exercise Notice, Parent will allot
and issue to Purchaser, the Option Shares that Purchaser elects to subscribe for
hereunder. Purchaser will deliver to Parent herewith the exercise price for the
Option Shares subscribed for hereunder (if payable in cash) by check, bank draft
or money order made payable to "Flextronics International Ltd.

               PURCHASER IS ADVISED THAT IT MAY BE IN PURCHASER'S OWN BEST
               INTEREST TO MAKE AN EFFECTIVE ELECTION WITH THE INTERNAL REVENUE
               SERVICE UNDER SECTION 83(B) OF THE INTERNAL REVENUE CODE AND THE
               REGULATIONS PROMULGATED THEREUNDER, AND THAT PURCHASER SHOULD
               CONSULT WITH PURCHASER'S TAX ADVISOR ABOUT THE DESIRABILITY OF
               AND PROCEDURE FOR MAKING SUCH AN ELECTION BEFORE EXERCISING THE
               OPTION TO WHICH THIS NOTICE RELATES.

        (c)Purchaser further acknowledges and agrees that:

            (i) neither the issuance of the Option Shares to Purchaser nor any
        provision contained herein shall entitle Purchaser to remain in the
        employment of Parent and its Affiliates or affect any right of Parent or
        any of its Affiliates to terminate Purchaser's employment at any time
        for any reason; and


<PAGE>   20

            (ii) Parent and its Affiliates shall be entitled to withhold from
        Purchaser from any amounts due and payable by Parent and its Affiliates
        to Purchaser (or secure payment from Purchaser in lieu of withholding)
        the amount of any withholding or other tax due from Parent with respect
        to such Option Shares and Parent may defer issuance until indemnified to
        its satisfaction.

        (d) Parent and Purchaser acknowledge and agree that the Option Shares
        issued in connection herewith are issued as a part of the compensation
        and incentive arrangements between Parent and/or its Affiliates and
        Purchaser.

        3. Representations of Purchaser. Purchaser acknowledges that Purchaser
has received, read and understood the Plan and the Option Agreement and agrees
to abide by and be bound by their terms and conditions.

        4. Rights as Shareholder. The Purchaser shall not be deemed to be the
holder of, or to have any of the rights of a holder with respect to, any Shares
subject for which such Option is exercised including, but not limited to, rights
to vote or to receive dividends unless and until the Purchaser has satisfied all
requirements for exercise of the Option pursuant to its terms, the certificates
evidencing such Shares have been issued and the Purchaser has become a record
holder of such Shares. A share certificate for the number of Shares so acquired
shall be issued to the Purchaser as soon as practicable after exercise of the
Option. No adjustment will be made for a dividend or other right for which the
record date is prior to the date all the conditions set forth above are
satisfied, except as provided in Section 8 of the Plan.

        5. Tax Consultation. Purchaser understands that Purchaser may suffer
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on Parent or any of
its Affiliates for any tax advice.

        6. Restriction on Option Shares. Purchaser acknowledges that the Option
Shares being subscribed for hereunder are subject to certain restrictions on
transfer and other provisions set forth in the Plan.

        7. Notice of Disposition. If a participant who was granted an Incentive
Stock Option disposes of any share of Common Stock acquired pursuant to the
exercise of such Incentive Stock Option before satisfying the holding period set
forth in section 422(a)(1) of the Code, such participant shall notify Parent of
such disposition within 10 days. Such notice shall be given in the form and
manner prescribed by the Committee and shall include the number of shares
disposed of, and the date of the disposition.

        8. Entire Agreement; Governing Law. The Plan and Option Agreement are
incorporated herein by reference. This Exercise Notice, the Plan and the Option
Agreement constitute the entire agreement of the parties with respect to the
subject matter hereof and supersede in their entirety all prior undertakings and
agreements of Parent or any of its Affiliates and Purchaser with respect to the
subject matter hereof, and this Exercise Notice may not be amended except by
means of a writing signed by Parent and Purchaser. This Exercise Notice is
governed by Delaware law except for that body of law pertaining to conflict of
laws.

        9. Capitalized Terms. All capitalized terms used herein but not
otherwise defined herein shall have the meanings given to such terms by the
Plan.


<PAGE>   21

Submitted by:                            Accepted by:

PURCHASER:                               PARENT:

                                         FLEXTRONICS INTERNATIONAL LTD.

                                         By:
------------------------------------        ------------------------------------
Signature

------------------------------------     Its:
Print Name                                   -----------------------------------

Address:                                 Address:

                                         Flextronics International Ltd.
------------------------------------     c/o Flextronics International USA, Inc.
                                         2090 Fortune Drive
------------------------------------     San Jose, California 95131
                                         Phone: (408) 576-7000
------------------------------------     Attention:  Share Plan Administrator