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                                                                    EXHIBIT 4.10

              Telcom Global Solutions, Inc. 2000 Stock Option Plan



                          TELCOM GLOBAL SOLUTIONS, INC.

                             2000 SHARE OPTION PLAN

                              ADOPTED MAY 15, 2000

        1. PURPOSES.

           The purposes of the Plan are as follows:

        (a) To provide additional incentive for selected Employees, Directors
and Consultants to further the growth, development and financial success of the
Company by providing a means by which such persons can personally benefit
through the ownership of capital shares of Parent; and

        (b) To enable the Company to secure and retain key Employees, Directors
and Consultants considered important to the long-range success of the Company by
offering such persons an opportunity to own capital shares of Parent.

        2. DEFINITIONS.

        (a) "Affiliate" means any Parent or Subsidiary corporation, whether now
or hereafter existing.

        (b) "Board" means the Board of Directors of the Company.

        (c) "Cause" means an Optionee's personal dishonesty, misconduct, breach
of fiduciary duty, incompetence, intentional failure to perform stated
obligations, willful violation of any law, rule, regulation or final cease and
desist order, or any material breach of any provision of the Plan, any Option
Agreement or any employment or consulting agreement.

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

        (e) "Committee" means a committee constituted by the Board in accordance
with Section 3 (c).

        (f) "Company" means Telcom Global Solutions, Inc., a Texas corporation.

        (g) "Consultant" means any person, including an advisor, engaged by the
Company or any of its Affiliates to render consulting or advisory services and
who is compensated for such services, including third parties who are not
otherwise compensated by the Company for their services as Directors except
pursuant to the Plan.

        (h) "Director" means a member of the Board.

        (i) "Disability" means total and permanent disability as defined in
Section 22(e) (3) of the Code and as interpreted by the Board in each case.

        (j) "Disinterested Person" means a Director who (i) was not, during the
one year prior to service as an administrator of the Plan, granted or awarded
equity securities pursuant to the Plan or any other plan of the Company or any
of its Affiliates entitling the participants therein to acquire equity
securities of the Company or any


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of its Affiliates except as permitted by subsection (c) (2) (i) of Rule 16b-3,
or (ii) is otherwise considered to be a "disinterested" person, in accordance
with subsection (c) (2) (i) of Rule 16b-3, or any other applicable rules,
regulations or interpretations of the Securities and Exchange Commission.

        (k) "Employee" means any person, including officers and Directors,
employed by the Company or any Affiliate of the Company or any Employee of any
foreign Subsidiary; provided, however, that neither service as a Director nor
payment of a Director's fee by the Company shall 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, as of any date, the value of the Shares
determined as follows:

            (i) If the Shares are listed on any established stock exchange or a
        national market system, including without limitation the National Market
        System of the National Association of Securities Dealers, Inc. Automated
        Quotation ("NASDAQ") System, the Fair Market Value of a Share shall be
        the closing sales price for such Share (or the closing bid, if no sales
        were reported) as quoted on such system or exchange (or the exchange
        with the greatest volume of trading in Shares) on the last market
        trading day prior to the date of determination, as reported in The Wall
        Street Journal or such other source as the Board deems reliable;

            (ii) If the Shares are quoted on the NASDAQ System (but not on the
        National Market System thereof) or is regularly quoted by a recognized
        securities dealer but selling prices are not reported, the Fair Market
        Value of a Share shall be the mean between the high bid and high asked
        prices for the Shares on the last market trading day prior to the date
        of determination, as reported in The Wall Street Journal or such other
        source as the Board deems reliable; or

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

        (n) "Incentive Stock Option" means an Option intended to qualify as an
incentive stock option within the meaning of Section 422 of the Code and the
regulations promulgated thereunder.

        (o) "Nonstatutory Stock Option" means an Option not intended to qualify
as an Incentive Stock Option.

        (p) "Option" means a share option granted pursuant to the Plan.

        (q) "Option Agreement" means a written agreement between the Company and
an Optionee evidencing the terms and conditions of an individual Option grant.
Each Option Agreement shall be subject to the terms and conditions of the Plan
and any rules and regulations adopted by the Board and incorporated therein.

        (r) "Option Shares" means the Shares issued or issuable pursuant to the
exercise of an Option.

        (s) "Optionee" means the holder of an outstanding Option.

        (t) "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.

        (u) "Plan" means this 2000 Share Option Plan.


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        (v) "Rule 16b-3" means Rule 16b-3 of the Exchange Act or any successor
to Rule 16b-3, as in effect when discretion is being exercised with respect to
the Plan.

        (w) "Securities Act" means the Securities Act of 1933, as amended.

        (x) "Shares" means the ordinary shares of S$0.01 each in the capital of
Parent.

        (y) "Subsidiary" means any corporation (other than the Company) in any
unbroken chain of corporations beginning with the Company if, at the time of
granting of an Option, each of the corporations (other than the last corporation
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 corporations in such chain.

        (z) "Termination of Employment or Consulting Relationship" means:

            (i) With respect to Options granted to an Optionee in his capacity
        as an Employee, the time when the employer-employee relationship between
        the Optionee and the Company (or an Affiliate) is terminated for any
        reason, including without limitation a termination by resignation,
        discharge, death or retirement. The Board, in its sole discretion, may
        determine whether a Termination of Employment or Consulting Relationship
        has occurred in the case of any leave of absence approved by the Board,
        including sick leave, personal leave and military leave; provided,
        however, that any such leave for purposes of an Incentive Stock Option
        shall not exceed ninety (90) days unless (A) the Board determines to
        extend such period upon the acknowledgment of the Optionee that such an
        Option would become a Nonstatutory Stock Option, or (B) re-employment
        upon the expiration of such leave is guaranteed by contract (including
        by Company policy) or statute;

            (ii) With respect to Options granted to an Optionee in his capacity
        as a Director, the time when the Optionee ceases to be a Director for
        any reason, including without limitation a cessation by resignation,
        removal, failure to be reelected, death or retirement, but excluding
        cessations where there is a simultaneous or continuing employment of the
        former Director by the Company (or an Affiliate) and the Board expressly
        deems such cessation not to be a Termination of Employment or Consulting
        Relationship; and

            (iii) With respect to Options granted to an Optionee in his capacity
        as a Consultant, the time when the contractual relationship between the
        Optionee and the Company (or an Affiliate) is terminated for any reason.

The Board, in its absolute discretion, shall determine the effect of all other
matters and questions relating to a Termination of Employment or Consulting
Relationship.

        3. ADMINISTRATION.

        (a) The Plan shall be administered by the Board unless and until the
Board delegates administration to a Committee, as provided in Section 3(c)
below.

        (b) The Board shall have the power, except as otherwise provided in
the Plan:

            (i) To determine from time to time (A) which of the persons eligible
        under the Plan shall be granted Options, (B) when and how the Options
        shall be granted, (C) whether an Option will be an Incentive Stock
        Option or a Nonstatutory Stock Option, (D) the provisions of each Option
        granted (which need not be identical), including the time or times such
        Option may be exercised in whole or in part, and (E) the number of
        Shares for which an Option shall be granted to each such person.


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               (ii) To construe and interpret the Plan and Options granted under
        it, and to establish, amend and revoke rules and regulations for the
        Plan's administration. The Board, in the exercise of its power, may
        correct any defect, omission or inconsistency in the Plan or in any
        Option Agreement in a manner and to the extent it shall deem necessary
        or expedient to make the Plan fully effective.

            (iii) To amend the Plan as provided in Section 11.

            (iv) To place such restrictions on the sale or other disposition of
        Option Shares as may be deemed appropriate by the Board.

            (v) Generally, to exercise such powers and to perform such acts as
        the Board deems necessary or expedient to promote the best interests of
        the Company.

        (c) The Board may delegate administration of the Plan to a committee of
the Board composed of not fewer than two (2) members (the "Committee"), all of
the members of which Committee shall be Disinterested Persons. If administration
is delegated to a Committee, the Committee shall have, in connection with the
administration of the Plan, the powers theretofore possessed by the Board (and
references in the Plan to the Board shall thereafter be deemed to be references
to the Committee), subject, however, to such resolutions, not inconsistent with
the provisions of the Plan, as may be adopted from time to time by the Board.
The Board may abolish the Committee at any time and revest in the Board the
administration of the Plan.

        4. SHARES SUBJECT TO THE PLAN.

        Subject to the provisions of Section 9 relating to adjustments upon
changes to the share capital structure of the Company, the Shares that may be
allotted and issued pursuant to the exercise of Options shall not exceed in the
aggregate two million five hundred thousand (2,500,000) Shares. If any Option
shall for any reason expire or otherwise terminate without having been exercised
in full, the Shares not subscribed for pursuant to the valid exercise of such
Option shall again become available for a fresh grant under the Plan.

        5. ELIGIBILITY.

        (a) Incentive Stock Options may be granted only to Employees.
Nonstatutory Stock Options may be granted only to Employees, Directors or
Consultants. In the event an Optionee is both an Employee and a Director, or an
Optionee is both a Director and a Consultant, the Option Agreement shall specify
the capacity in which the Optionee is granted the Option.

        (b) Notwithstanding subsection (a) above, a Director shall in no event
be eligible for the benefits of the Plan unless, at the time discretion is
exercised in the selection of the Director as a person to whom Options may be
granted or in the determination of the number of Shares which may be covered by
Options granted to the Director, (i) the Board has delegated its discretionary
authority under the Plan to a Committee which consists solely of Disinterested
Persons, or (ii) the Plan otherwise complies with the requirements of Rule
16b-3. The Board shall otherwise comply with the requirements of Rule 16b-3.
However, this Section 5(b) shall not apply for so long as the Board or Committee
expressly declares that it shall not apply.

        (c) In no event, however, may any Consultant or non-employee members of
the Board 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 or non-employee members of the Board are resident under
the relevant securities laws of that jurisdiction. Provided Always That in the
case of (b) above, the participation in the Plan by the relevant Consultant or
non-employee members of the Board may be effected at the absolute discretion of
the Committee if compliance with the relevant securities requirements of the
jurisdiction in which such Consultant or non-employee members of the Board is
resident is not impractical (having regard to the nature of those requirements)
and would not involve undue expense.


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        6. OPTION AGREEMENT PROVISIONS.

        Each Option shall be granted pursuant to a written Option Agreement
which shall be in such form and shall contain such terms and conditions as the
Board shall deem appropriate. The provisions of separate Option Agreements need
not be identical, but each Option Agreement shall include (through incorporation
of the provisions hereof by reference in the Option Agreement or otherwise) the
substance of each of the following provisions:

        (a) Term. No Option shall be exercisable after the expiration of (a) ten
(10) years from the date the Option was granted to an Employee; and (b) five (5)
years from the date the Option was granted to a non-Employee.

        (b) Price. The exercise price of each Option shall be set forth in the
applicable Option Agreement; provided, however, that (i) the exercise price of
each Incentive Stock Option shall be not less than one hundred percent (100%) of
the Fair Market Value of the Shares subject to the Option on the date such
Option is granted, (ii) the exercise price of each Nonstatutory Stock Option
shall be not less than eighty-five percent (85%) of the Fair Market Value of the
Shares subject to the Option on the date such Option is granted, and (iii) if
the Optionee owns (or is deemed to own pursuant to Section 424(d) of the Code)
Shares possessing more than ten percent (10%) of the total combined voting power
of all classes of shares of Parent, the exercise price of the Option shall be
not less than one hundred ten percent (110%) of the Fair Market Value of the
Shares subject to the Option on the date the Option is granted.

        Provided, however, that in no event may the exercise price be less than
the par value of a Share.

        (c) Consideration. The subscription price of Shares subscribed for
pursuant to the valid exercise of an Option shall be paid in cash at the time
the Option, or portion thereof, is exercised; provided, however, at the
discretion of the Board, the Option Agreement may allow, subject to applicable
laws, any method of "cashless exercise" permitted by the Board.

        (d) Transferability. An Option shall not be transferable except by will
or by the laws of descent and distribution, and shall be exercisable during the
lifetime of the person to whom the Option is granted only by such person.

        (e) Vesting. The total number of Option Shares subject to an Option may,
but need not, vest 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 vested but unexercised Option Shares. During the remainder of the
term of the Option (if its term extends beyond the end of the installment
periods), the Option may be exercised from time to time with respect to any
Option Shares then remaining subject to the Option. Notwithstanding the
foregoing, however, each Option granted to an Optionee who is not an officer,
Director or Consultant shall vest at an annual rate which is not less than
thirty-three percent (33%) of the total Option Shares subject to the Option over
the three (3) year period commencing with the date of the grant of the Option.

        (f) Termination of Employment or Consulting Relationship. In the event
of the Termination of Employment or Consulting Relationship of an Optionee for
any reason (other than for Cause or upon the Optionee's death or Disability),
the Optionee may exercise his or her Option, but only within such period of time
as is set forth in the Option Agreement, and only to the extent that the
Optionee was entitled to exercise the Option at the date of such termination
(but in no event later than the expiration of the term of such Option as set
forth in the Option Agreement) . In the case of an Incentive Stock Option, such
period shall not exceed ninety (90) days from the date of termination. In the
event of the Termination of Employment or Consulting Relationship of an Optionee
for Cause, all Options granted hereunder to such Optionee shall expire as of the
date of the occurrence giving rise to such termination or upon the date such
Options expire by their terms, whichever is earlier, and such Optionee shall
have no rights with respect to any unexercised Options.

        If, at the date of a Termination of Employment or Consulting
Relationship, the Optionee is not entitled to


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exercise his or her entire Option, the Option Shares covered by the
unexercisable portion of the Option may be subject to fresh grants under the
Plan. If, after a Termination of Employment or Consulting Relationship, the
Optionee does not exercise his or her Option within the period specified in the
Option Agreement, the Option shall terminate, and the Option Shares covered by
such Option may be subject to fresh grants under the Plan.

        (g) Disability of Optionee. In the event of a Termination of Employment
or Consulting Relationship of an Optionee as a result of the Optionee's
Disability, the Optionee may exercise his or her Option within the period
specified in the Option Agreement (in no event be less than six (6) months from
the date of such termination and, in the case of an Incentive Stock Option, in
no event to exceed twelve (12) months from the date of such termination), and
only to the extent that the Optionee was entitled to exercise the Option at the
date of such termination (but in no event later than the expiration of the term
of such Option as set forth in the Option Agreement). If, at the date of a
Termination of Employment or Consulting Relationship, the Optionee is not
entitled to exercise his or her entire Option, the Option Shares covered by the
unexercisable portion of the Option may be subject to fresh grants under the
Plan. If, after a Termination of Employment or Consulting Relationship, the
Optionee does not exercise his or her Option within the period specified in the
Option Agreement, the Option shall terminate, and the Option Shares covered by
such Option may be subject to fresh grants under the Plan.

        (h) Death of Optionee. Subject to applicable laws, in the event of the
death of an Optionee, the Option may be exercised within the period specified in
the Option Agreement (in no event to be less than six (6) months from the date
of such termination) by the Optionee's estate or by a person who acquired the
right to exercise the Option by bequest or inheritance, but only to the extent
the Optionee was entitled to exercise the Option at the date of death. If, at
the time of death, the Optionee was not entitled to exercise his or her entire
Option, the Option Shares covered by the unexercisable portion of the Option may
be subject to fresh grants under the Plan. If, after death, the Optionee's
estate or a person who acquired the right to exercise the Option by bequest or
inheritance does not exercise the Option within the time specified in the Option
Agreement, the Option shall terminate, and the Option Shares covered by such
Option may be subject to fresh grants under the Plan.

        (i) Nonsolicitation/Noncompete. As a prerequisite to participation in
the Plan by an Optionee, the Company requires agreement with the following
conditions:

            (i) For one year after the last date of employment with the Company,
        regardless of whether leaving is voluntary or involuntary, the Optionee
        will not hire, engage the services, or solicit for employment, either as
        an employee or as an independent contractor, on behalf of Optionee or
        anyone else, any person who has been employed by the Company at any time
        during the one year prior to Optionee's last date of employment.

            (ii) For a period of two years following the Optionee's last day of
        employment with the Company, regardless of whether the Optionee's
        leaving is voluntary or involuntary, the Optionee will not:

                 A. Perform any duties substantially similar to those while
            employed with the Company for any other person or entity that is in
            competition with the Company or any of its Affiliates. This
            restriction is limited to a 100 mile radius around the Company's
            executive offices and a 50 mile radius around those cities in which
            the Optionee has provided services to or otherwise serviced,
            managed, directed, or supervised the accounts of customers of the
            Company or its Affiliates.

                 B. Solicit or accept the business of any customer whom the
            Company, within one prior year to the last day of the Optionee's
            employment, had, was negotiating to have, or was evaluating with
            Optionee's help the possibility of having, a contractual
            relationship.

            (iii) The Company can release an Optionee from the provisions of
        paragraphs (i) and/or (ii) above if the Board or the Committee, as
        applicable, determines that such action is in the best interest of the
        Company.


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        (j) Restrictions on Transfer of Option Shares; Rights to Acquire from
Participant. Each Option Agreement may provide for restrictions on the
transferability of Shares acquired pursuant to the valid exercise of an Option
that the Board in its sole and absolute discretion may deem proper or advisable.
The Board may require, as a condition to the exercise of an Option, the Optionee
and his or her spouse to execute and deliver an agreement confirming the
existence and enforceability of any such restrictions on the transferability of
the Option Shares to be acquired upon exercise of such Option and otherwise
evidencing their express agreement to be bound thereby. The failure to obtain
any such confirmation and agreement shall not have any effect on the existence
or enforceability of the restrictions on transferability applicable to such
Option Shares.

        7. COVENANTS OF PARENT.

        (a) During the term of the Options, Parent shall keep available at all
times a sufficient number of Shares required to satisfy such Options.

        (b) Parent shall seek to obtain from each regulatory commission or
agency having jurisdiction over the Plan such authority as may be required to
issue and sell Option Shares upon exercise of the Options; provided, however,
that this undertaking shall not require Parent to register under the Securities
Act either the Plan, any Option or any Option Shares. If, after reasonable
efforts or without unreasonable expense, Parent is unable to obtain from any
such regulatory commission or agency the authority which counsel for Parent
deems necessary for the lawful issuance and sale of Option Shares under the
Plan, Parent shall be relieved from any liability for failure to allot and issue
Option Shares upon exercise of such Options unless and until such authority is
obtained.

        8. USE OF PROCEEDS.

        Proceeds from the allotment and issuance of each Option Share over and
above the par value of a Share shall be deposited into the share premium account
of Parent.

        9. ADJUSTMENTS UPON CHANGES IN SHARE CAPITAL STRUCTURE.

        (a) If any change is made in the Option Shares subject to the Plan or
subject to any Option (through reorganization, recapitalization, stock dividend,
dividend in property other than cash, stock split, liquidating dividend,
combination of shares, exchange of shares, change in corporate structure or
otherwise), the Plan and all outstanding Options will be appropriately adjusted
in the class and maximum number of Shares subject to the Plan and the class and
number of shares and price per Share subject to outstanding Options.

        (b) In the event Parent is merged or consolidated with another
corporation and Parent is the surviving corporation, each outstanding Option,
whether or not then exercisable, shall pertain to and apply to the securities or
other property to which a holder of the number the Option Shares subject to such
Option would have been entitled upon such transaction.

        (c) In the event Parent is merged or consolidated with another
corporation and Parent is not the surviving corporation, or in the event
substantially all of the property or Shares of Parent are acquired by another
corporation, or in case of a separation, reorganization, or liquidation of
Parent, the Board shall, in its sole discretion as to each outstanding Option,
either (i) make appropriate provision for protection of such Option by the
substitution on an equitable basis of appropriate Shares of Parent, or of the
merged, consolidated or otherwise reorganized corporation which will be issuable
in respect of the Shares of Parent, or (ii) upon written notice to the holder of
such Option, provide that such Option must be exercised within a specified
period not exceeding sixty (60) days of the date of such notice to the extent
such Option is exercisable on the last day of such specified period or it will
be terminated. Any portion of such Option which is not exercisable on the last
day of such specified period will be terminated and any portion of such Option
which is not exercised on or before said last day shall terminate on said last
day.


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        10. MISCELLANEOUS.

        (a) Neither an Optionee nor any person to whom an Option is transferred
under Section 6(d) shall be deemed to be the holder of, or to have any of the
rights of a shareholder of Parent with respect to, any Option Shares unless and
until such person has satisfied all requirements for exercise of the Option
pursuant to its terms and such holder's name is registered as a member of Parent
in the Branch Register of Members of Parent.

        (b) Nothing in the Plan or any instrument executed or Option granted
pursuant thereto shall confer upon any Employee or Consultant or Optionee any
right to continue in the employ of the Company or any Affiliate (or to continue
acting as a Consultant) or shall restrict the right of the Company or any
Affiliate to terminate the employment or consulting relationship of any Employee
or Consultant or Optionee with or without cause.

        (c) To the extent that the aggregate Fair Market Value (determined at
the time of grant) of Shares with respect to which Incentive Stock Options are
exercisable for the first time by any Optionee during any calendar year under
all plans of the Company and its Affiliates exceeds One Hundred Thousand Dollars
($100,000), the Options or portions thereof which exceed such limit (according
to the order in which they were granted) shall be treated as Nonstatutory Stock
Options.

        (d) The Company, any Affiliates of the Company and the members of their
respective boards of directors shall be relieved from any liability for the
non-issuance or non-transfer, or any delay of issuance or transfer later than
two (2) months from the date of allotment of Shares upon the valid exercise, 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 share
certificates evidencing Option Shares to reflect such transfer restrictions.

        11.    AMENDMENT OF THE PLAN.

        (a) The Board at any time, and from time to time, may amend the Plan.
However, no amendment shall be effective unless approved by the shareholders of
Parent within twelve (12) months before or after the adoption of the amendment
where the amendment will:

            (i) Increase the number of shares reserved for issuance under the
        Plan, except as provided in Section 9 relating to adjustments upon
        changes in share capital structure;

            (ii) Modify the requirements as to eligibility for participation in
        the Plan (to the extent such modification requires shareholder approval
        in order for the Plan to satisfy the requirements of Section 422 of the
        Code); or

            (iii) Modify the Plan in any other way if such modification requires
        shareholder approval in order for the Plan to satisfy the requirements
        of Section 422 of the Code or to comply with the requirements of Rule
        16b-3.

        (b) It is expressly contemplated that the Board may amend the Plan in
any respect the Board deems necessary or advisable to provide Optionees with the
maximum benefits provided or to be provided under the provisions of the Code and
the regulations promulgated thereunder relating to Incentive Stock Options
and/or to bring the Plan and/or Incentive Stock Options granted under the Plan
into compliance therewith.


<PAGE>   9

        (c) The rights and obligations under any Option granted before any
amendment of the Plan shall not be altered or impaired by such amendment unless
the Company requests the consent of the person to whom the Option was granted
and such person consents in writing.

        12. TERMINATION OR SUSPENSION OF THE PLAN.

        (a) The Board may suspend or terminate the Plan at any time. Unless
sooner terminated, the Plan shall terminate on May 15, 2010 (which shall be
within ten (10) years from the date the Plan is adopted by the Board or approved
by the shareholders of the Company, whichever is earlier.) No Options may be
granted under the Plan while the Plan is suspended or after it is terminated.

        (b) Rights and obligations under any Option granted while the Plan is in
effect shall not be altered or impaired by suspension or termination of the
Plan, except with the consent of the person to whom the Option was granted.

        13. EFFECTIVE DATE OF PLAN.

        The Plan shall become effective on such date as the Plan is adopted by
the Board, provided that the shareholders of the Company approve or have
approved the Plan within twelve (12) months of such date. No Options granted
under the Plan shall be exercised unless and until the Plan has been approved by
the shareholders of the Company.


<PAGE>   10

                                             EXHIBIT A TO 2000 SHARE OPTION PLAN


                          TELCOM GLOBAL SOLUTIONS, INC.

                             2000 SHARE OPTION PLAN

                             SHARE OPTION AGREEMENT




[Optionee's name and address]


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


        1. Grant of Option. The Company hereby grants to Optionee an option (the
"OPTION") to subscribe for the number of ordinary shares of $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 or Consultant)

        If designated above as an Incentive Stock Option, this Option is
intended 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 in the Plan, the vesting schedule above shall be


<PAGE>   11

accelerated such that the Option shall be deemed to be fully vested immediately
prior to such event. [NOTE: DELETE THE FOREGOING PARAGRAPH 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 the 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 of Parent (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.

        (g) "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.

        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


<PAGE>   12

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.

        (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 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 validly exercised with
respect to such Option Shares.

        4. Termination Period. Optionee may exercise this Option for three
months (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, however, such Consultant may only
exercise this Option within five (5) years from the date the Option was granted.
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 any Affiliate of Company for Cause (as defined below), this Option
will terminate on the date of such termination and will not be exercisable
thereafter. For purposes of this Option Agreement, "CAUSE" means 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 the 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); or

        (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.

        5. Method of Payment. The exercise price of Shares acquired pursuant to
the valid exercise of an 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 Part 207 of Title 12 of the Code of Federal Regulations as
promulgated by the Federal Reserve Board.

        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


<PAGE>   13

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 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. Nonsolicitation and Noncompetition. Optionee shall be bound by the
following terms:


        (a) For one year after the last date of employment with the Company,
regardless of whether leaving is voluntary or involuntary, the Optionee will not
hire, engage the services, or solicit for employment, either as an employee or
as an independent contractor, on behalf of Optionee or anyone else, any person
who has been employed by the Company at any time during the one year prior to
Optionee's last date of employment.


        (b) For a period of two years following the Optionee's last day of
employment with the Company, regardless of whether the Optionee's leaving is
voluntary or involuntary, the Optionee will not:

            (i) Perform any duties substantially similar to those while employed
        with the Company for any other person or entity that is in competition
        with the Company or any of its Affiliates. This restriction is limited
        to a 100 mile radius around the Company's executive offices and a 50
        mile radius around those cities in which the Optionee has provided
        services to or otherwise serviced, managed, directed, or supervised the
        accounts of customers of the Company or any Affiliate of the Company.

            (ii) Solicit or accept the business of any customer whom the
        Company, within one prior year to the last day of the Optionee's
        employment, had, was negotiating to have, or was evaluating with
        Optionee's help the possibility of having, a contractual relationship.

        (c) The Company may, in its sole discretion, release Optionee from the
provisions of paragraphs (a) and/or (b), above if the Committee determines that
such action is in the best interest of the Company.

        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 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 may have
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 Texas law except for that body of law pertaining
to conflict of laws.

        13. Warranties, Representations and Covenants. The undersigned Optionee
warrants and represents that he or she has reviewed the Plan and this Option
Agreement in their entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Option Agreement and fully understands all
provisions of the Plan and this Option Agreement. 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


<PAGE>   14

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 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 may otherwise have to terminate the
employment or adjust the compensation of the Optionee at any time.

        [NOTE: IF APPLICABLE, INSERT HERE ANY OTHER TERMS AND CONDITIONS OF THE
OPTION AS DETERMINED BY THE COMMITTEE, SUCH AS ANY SPECIFIED PERFORMANCE GOALS
OR OTHER CRITERIA WHICH MUST BE ATTAINED FOR THE VESTING OF THE OPTION; 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.]



                                            THE COMPANY:

                                            TELCOM GLOBAL SOLUTIONS, INC.



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

                                            OPTIONEE:


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

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

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

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


<PAGE>   15

                                                  EXHIBIT A TO SHARE OPTION PLAN

                          TELCOM GLOBAL SOLUTIONS, INC.

                      2000 SHARE OPTION PLAN EXERCISE NOTICE

Flextronics International Ltd. ("PARENT")
c/o Flextronics International USA, Inc.
2090 Fortune Drive
San Jose, California 95131
Attention:  Share Plan Administrator


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

        2. Delivery of Payment. Purchaser herewith delivers to Parent the full
exercise price for _____________________________________________ Shares.

        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, and the Purchaser
has been registered as a member of Parent in the Branch Register of Members. A
share certificate for the number of Shares so acquired shall be issued to the
Purchaser as soon as practicable and in any event, no later than two (2) months
after the allotment of Shares pursuant to the valid 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 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. 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 Texas law except for that body of law pertaining to conflict of
laws.


<PAGE>   16







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
                                         Attention:  Share Plan Administrator